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Form 10-K GENERAL DYNAMICS CORP For: Dec 31

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February 10, 2020 4:11 PM EST


Exhibit 4.9

DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
General Dynamics Corporation (the “Company,” “we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $1.00 per share.
The general terms and provisions of our common stock are summarized below. This summary does not purport to be complete and is subject to, and qualified in its entirety by express reference to, the provisions of our Restated Certificate of Incorporation (our “Charter”) and our Amended and Restated Bylaws (our “Bylaws”), each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit is a part, and each of which may be amended from time to time. We encourage you to read our Charter and Bylaws and the applicable provisions of the General Corporation Law of the State of Delaware (“DGCL”) for additional information.
Authorized Capital Stock
Our authorized capital stock consists of 500,000,000 shares of common stock, par value $1.00 per share, and 50,000,000 shares of preferred stock, par value $1.00 per share.
Our board of directors (the “Board of Directors”) has authority at any time and from time to time to issue preferred stock of any series and, in connection with the creation of each such series, to fix the voting powers (if any), the designation, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such series to the full extent permitted by our Charter and the laws of the State of Delaware.
Dividends
Subject to any preferential rights of the holders of any then-outstanding shares of any series of preferred stock, holders of our common stock are entitled to receive such dividends, if any, as from time to time may be declared by our Board of Directors. The declaration of dividends on our common stock is a business decision to be made by our Board of Directors in its discretion from time to time based upon our results of operations and financial condition, the provisions of the DGCL affecting the payment of dividends and distributions to stockholders and any other factors as our Board of Directors may consider relevant.
Voting Rights
Subject to the provisions of any applicable law or the resolution or resolutions of our Board of Directors providing for the issue of any series of preferred stock, the holders of outstanding shares of our common stock shall exclusively possess voting power for the election of directors and for all other purposes, with each holder of record of shares of our common stock being entitled to one vote for each share of common stock standing in its name. Our Charter




does not provide for cumulative voting for the election of directors. Under our Bylaws, all matters other than the election of directors shall be decided by the affirmative vote of a majority in voting power of the shares present in person or by proxy and entitled to vote on such matters at a meeting at which a quorum is present, except as otherwise required by applicable law, the rules or regulations of any stock exchange applicable to the Company or any regulation applicable to the Company or its securities.
Subject to any rights of the holders of any then-outstanding shares of any series of preferred stock to elect directors, each director shall be elected by the vote of the majority of the votes cast with respect to that director’s election at any meeting for the election of directors at which a quorum is present. However, if as of the 10th day preceding the date the Company first mails its notice of meeting for such meeting to the stockholders of the Company the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the votes cast, whether or not such election becomes an uncontested election after such date. A “majority of the votes cast” shall mean that the number of shares cast “for” a director’s election exceeds the number of votes cast “against” that director’s election.
Liquidation
In the event of any liquidation, dissolution or winding up of the Company, after payment in full of the preferential amounts, if any, to be distributed to the holders of any then-outstanding shares of preferred stock having a preference over our common stock, the holders of our common stock shall be entitled to share, ratably according to the number of shares of common stock held by them, in all remaining assets of the Company available for distribution to our stockholders.
Preemptive or Other Rights
Holders of our common stock have no preemptive rights to purchase or subscribe for any shares of our common stock, and there are no conversion, redemption or sinking fund provisions applicable to our common stock.
Fully Paid and Nonassessable
All outstanding shares of our common stock are fully paid and not liable to any further call or assessments by us.
Certain Anti-Takeover Provisions
Our Charter, our Bylaws and the DGCL contain certain provisions that could delay or make more difficult an acquisition of control of us that is not approved by our Board of Directors, whether by means of a tender offer, open-market purchases, a proxy contest or otherwise. These provisions could have the effect of discouraging third parties from making proposals involving an acquisition or change of control of us, even though such a proposal, if made, might be considered desirable by a majority of our stockholders. These provisions also may have the effect of making it more difficult for third parties to cause the replacement of our




current management without the concurrence of our Board of Directors. Set forth below is a description of various provisions contained in our Charter, our Bylaws and the DGCL that could impede or delay an acquisition of control of us that our Board of Directors has not approved. This description is intended as a summary only and is subject to, and qualified in its entirety by reference to, our Charter and our Bylaws, as well as the DGCL.
Delaware Anti-Takeover Statute
We are subject to Section 203 of the DGCL. In general, Section 203 provides that a Delaware corporation with a class of voting stock listed on a national securities exchange or held of record by more than 2,000 stockholders may not engage in various business combination transactions with any interested stockholder for a period of three years following the time that such stockholder became an interested stockholder unless:
•
the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder prior to the time that stockholder became an interested stockholder;
•
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding, for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, shares owned (i) by persons who are directors and also officers and (ii) by certain employee stock plans); or
•
at or subsequent to such time the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 662⁄3% of the outstanding voting stock which is not owned by the interested stockholder.
In general, a “business combination” is broadly defined to include (i) any merger or consolidation of the corporation or any of its direct or indirect majority-owned subsidiaries with the interested stockholder; (ii) any sale, lease or other disposition (except proportionally as a stockholder of the corporation) to or with the interested stockholder of assets of the corporation or of any direct or indirect majority-owned subsidiary of the corporation, which assets have a market value equal to 10% or more of either the aggregate market of all of the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation; (iii) subject to certain exceptions, any transaction which results in the issuance or transfer by the corporation or by any of its direct or indirect majority-owned subsidiaries of any stock of the corporation or of such subsidiary to the interested stockholder; (iv) subject to certain exceptions, any transaction involving the corporation or any of its direct or indirect majority-owned subsidiaries which has the effect of increasing the proportionate share of the stock of any class or series of the corporation or of any such subsidiary which is owned by the interested stockholder; and (v) subject to certain exceptions, any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a




stockholder of such corporation), of any loans, advances or other financial benefits provided by or through the corporation or any direct or indirect majority-owned subsidiary. In general, an “interested stockholder” is any person (other than the corporation and any direct or indirect majority-owned subsidiary of the corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the corporation or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the 3-year period immediately prior to the date of determination, and the affiliates and associates of such person.
The DGCL permits a corporation to “opt out” of, or choose not to be governed by, the restrictions in Section 203 of the DGCL by expressly stating so in its original certificate of incorporation (or in a subsequent amendment to its certificate of incorporation or bylaws approved by its stockholders). However, neither our Charter nor our Bylaws contains a provision electing to opt out of Section 203.
Advance Notice Requirements
Stockholders wishing to nominate persons for election to our Board of Directors at an annual meeting or to propose any business to be considered by our stockholders at an annual meeting must comply with certain advance notice and other procedures and requirements set forth in our Bylaws. Likewise, if our Board of Directors has (or if stockholders, in compliance with certain provisions of our Bylaws, have) determined that one or more directors shall be elected at a special meeting of stockholders, stockholders wishing to nominate persons for election to our Board of Directors at such special meeting must comply with certain advance notice and other procedures and requirements set forth in our Bylaws.
Proxy Access
Our Bylaws contain “proxy access” provisions which give a qualified stockholder or group of stockholders the right to include up to a specified number of director nominees in our proxy materials for an annual meeting of stockholders, subject to various requirements and restrictions specified in our Bylaws. To qualify, the stockholder (or group of up to twenty stockholders) must have owned 3% or more of the Company’s outstanding capital stock continuously for at least three years as of the date the written notice of a nomination is delivered to or mailed and received by the Secretary of the Company and as of the record date for determining stockholders entitled to vote at the meeting and must continue to own such required shares through the annual meeting date. The maximum number of stockholder nominees permitted under the proxy access provisions of our Bylaws with respect to an annual meeting of stockholders is generally the largest whole number that does not exceed 20% of the number of our directors in office as of the last day on which notice of a nomination may be delivered under our Bylaws.
To be timely, notice of a nomination under our proxy access provisions, together with other required information, representations and agreements specified in our Bylaws, must be submitted to the Secretary of the Company at our principal executive offices within certain timeframes specified in our Bylaws.




Special Meetings
Pursuant to the DGCL, a special meeting of stockholders may be called by the Board of Directors or by any other person authorized to do so in our Charter or Bylaws. Our Bylaws provide that special meetings of stockholders may only be called by our Board of Directors or the Chairman of our Board of Directors. However, our Bylaws provide that a special meeting of stockholders shall be called by our Board of Directors upon the receipt by the Secretary of the Company of a written request for the Board of Directors to call a special meeting by one stockholder of record owning at least 10% or one or more stockholders of record of shares representing in the aggregate at least 25% in each case of the combined voting power of the then outstanding shares of all classes and series of capital stock of the Company entitled to vote on the matter or matters to be brought before the proposed special meeting, voting as a single class. A special meeting request must contain certain information specified in our Bylaws.
Number of Directors; Board Vacancies
Our Bylaws provide that the number of directors shall be not less than 5 nor more than 15, as shall be fixed from time to time by resolution of the Board of Directors pursuant to a vote of two-thirds of the directors then in office. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a vote of two-thirds of the directors then in office, although less than a quorum, or by a sole remaining director. Each director so appointed shall hold office until the next annual meeting of stockholders, until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, removal or resignation.
Additional Authorized Shares of Capital Stock
The additional shares of authorized common stock and preferred stock available for issuance under our Charter could be issued at such times, under such circumstances and with such terms and conditions as to impede a change in control.
Amendments to Bylaws
Under our Charter and Bylaws, our Board of Directors has the authority to adopt, alter, amend or repeal our Bylaws. Our stockholders may also adopt, alter, amend or repeal our Bylaws at any meeting by the requisite vote of our stockholders.
Stock Exchange Listing
Our shares of common stock are listed on the New York Stock Exchange under the symbol “GD.”
Transfer Agent
The transfer agent and registrar for our common stock is Computershare.





Exhibit 10.21

AMENDMENT TO THE GENERAL DYNAMICS CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
Pursuant to the provisions of Section 6.01 of the General Dynamics Corporation Supplemental Retirement Plan (the “Plan”), the Plan shall be amended as follows:
1.    A new Section 3.12 shall be added as follows:
“3.12    Surviving Spouse Death Benefits. In the event of the Participant’s death prior to the Determination Date, the benefit (other than with respect to Grandfathered Amounts) that would have been payable to the Participant under the Plan if he had survived to the Determination Date shall be paid to the Participant’s surviving spouse, if any, to the extent still living as of such Determination Date, as follows:
(a)
Any lump sum payment that would have been payable to the Participant under Section 3.06(a) or 3.09 shall be payable to the surviving spouse.
(b)
For any other benefit subject to this Section 3.12, but not subject to Section 3.12(a) a death benefit shall be payable to the surviving spouse equal to 100% of the amount that would have been payable to the Participant if he had survived and elected the 100% Contingent Annuitant Option under Section 3.05(a) or 3.06(b)(1) as of his Determination Date.”





Exhibit 21
GENERAL DYNAMICS CORPORATION
SUBSIDIARIES
AS OF JANUARY 31, 2020
 
 
 
Subsidiaries of General Dynamics Corporation
(Parent and Registrant)
Place of
Incorporation
Percent of
Voting Power
42SIX, LLC
Maryland
100
Aeromil (Australia) Pty Ltd
Australia
100
Aeromil Aircraft Engineering Pty Ltd
Australia
100
Aeromil Aviation Services Pty Ltd
Australia
100
Aeromil IT Services Pty Ltd
Australia
100
Aeromil Marine Pty Ltd
Australia
100
Aeromil Pacific Pty Ltd
Australia
100
American Overseas Marine Company, LLC
Delaware
100
Applied Physical Sciences Corp.
Connecticut
100
ARMA Global Corporation
Florida
100
Australian Avionics Pty Ltd
Australia
100
Autonomic Resources LLC
North Carolina
100
Avion Logistics Limited
Hong Kong
100
Avjet Corporation
California
100
Bath Iron Works Australia Corporation
Delaware
100
Bath Iron Works Canada, LLC
Delaware
100
Bath Iron Works Corporation
Maine
100
Blueprint Technologies, Inc.
Virginia
100
Braintree I Maritime Corp.
Delaware
100
Braintree II Maritime Corp.
Delaware
100
Braintree III Maritime Corp.
Delaware
100
Braintree IV Maritime Corp.
Delaware
100
Braintree V Maritime Corp.
Delaware
100
Buccaneer Computer Systems & Service, Inc.
Virginia
100
Centauri Solutions LLC
Delaware
100
Concord I Maritime Corporation
Delaware
100
Concord II Maritime Corporation
Delaware
100
Concord III Maritime Corporation
Delaware
100
Concord IV Maritime Corporation
Delaware
100
Concord V Maritime Corporation
Delaware
100
Convair Aircraft Corporation
Delaware
100
Convair Corporation
Delaware
100
CSC Computer Sciences Venezuela, S.A.
Venezuela
100
CSRA (Costa Rica) S.A.
Costa Rica
100
CSRA (Guyana) Inc.
Guyana
100
CSRA (Middle East) LLC
Virginia
100
CSRA Argentina S.R.L.
Argentina
100
CSRA Bahamas Limited
Bahamas
100
CSRA Bahrain S.P.C.
Bahrain
100
CSRA Belgium SPRL
Belgium
100
CSRA BH d.o.o.
Bosnia and Herzegovina
100
CSRA Bolivia S.R.L.
Bolivia
100
CSRA Brazil Servicos de Tecnologia Ltda.
Brazil
100




CSRA Canada Inc.
Canada
100
CSRA Caribbean Inc.
Nevada
100
CSRA Chile SpA
Chile
100
CSRA Colombia SAS
Colombia
100
CSRA Commerce 2010 LLC
Nevada
100
CSRA Consular Services Holding Company LLC
Nevada
100
CSRA Consular Services Inc.
Nevada
100
CSRA France SARL
France
100
CSRA Guatemala Solutions, Sociedad Anonima
Guatemala
100
CSRA Honduras, Sociedad Anonima
Honduras
100
CSRA Inc.
Nevada
100
CSRA Information Systems LLC
Delaware
100
CSRA Information Technology Spain, SL
Spain
100
CSRA Ireland Limited
Ireland
100
CSRA Italy S.R.L.
Italy
100
CSRA Kosovo L.L.C.
Kosovo
100
CSRA LATAM LLC
Virginia
100
CSRA LLC
Nevada
100
CSRA Mexico S. de R.L. de C.V.
Mexico
100
CSRA Netherlands B.V.
Netherlands
100
CSRA Nicaragua, Sociedad Anonima
Nicaragua
100
CSRA Panama Inc.
Panama
100
CSRA Peru S.R.L.
Peru
100
CSRA Senegal SARL
Senegal
100
CSRA South Africa (Pty) Ltd
South Africa
100
CSRA State and Local Solutions LLC
Nevada
100
CSRA Systems & Solutions LLC
Delaware
100
CSRA Trinidad & Tobago Limited
Trinidad and Tobago
100
CSRA Turkey Bilisim Teknolojileri Limited Sirketi
Turkey
100
CSRA Uruguay S.R.L.
Uruguay
100
CSRA Visa Services Israel Ltd.
Israel
100
CSRAIT - Information Services Portugal, Unipessoal LDA
Portugal
100
Customer Services Ecuador CSRA S.A.
Ecuador
100
DynPort Vaccine Company LLC
Virginia
100
Eagle Enterprise, Inc.
Delaware
100
EB Groton Engineering, Inc.
Delaware
100
EBV Explosives Environmental Company
Delaware
100
ELCS-CZ, s.r.o.
Czech Republic
100
Electric Boat - Australia, LLC
Delaware
100
Electric Boat - UK, LLC
Delaware
100
Electric Boat Canada, LLC
Delaware
100
Electric Boat Corporation
Delaware
100
Electric Boat France, LLC
Delaware
100
Electrocom, Inc.
Delaware
100
Expro Finance Inc.
Canada
100
Fabrica de Menuciones de Granada S.L.
Spain
100
FBD Fahrzeug und Bremsendienst GmbH
Germany
100
Force Protection Europe Limited
England and Wales
100
Force Protection, Inc.
Nevada
100
ForeSight Technology Services, LLC
Virginia
100




Freeman United Coal Mining Company, LLC
Delaware
100
GD Brazil Holdings LLC
Delaware
100
GD European Land Systems - Steyr GmbH
Austria
100
GD European Land Systems Holding GmbH
Austria
100
GDOTS Services Corporation
Delaware
100
General Dynamics - OTS (Global), Inc.
Delaware
100
General Dynamics AIS Australia Pty Ltd
Australia
100
General Dynamics Canadian Finance Inc.
New Brunswick
100
General Dynamics Canadian Holdings Inc.
New Brunswick
100
General Dynamics Commercial Cyber Services, LLC
Virginia
100
General Dynamics European Finance Limited
England and Wales
100
General Dynamics European Land Systems - Austria GmbH
Austria
100
General Dynamics European Land Systems – Bridge Systems GmbH
Germany
100
General Dynamics European Land Systems - Czech s.r.o.
Czech Republic
100
General Dynamics European Land Systems - Deutschland GmbH
Germany
100
General Dynamics European Land Systems - FWW GmbH
Germany
100
General Dynamics European Land Systems - Mowag GmbH
Switzerland
100
General Dynamics European Land Systems Botswana Proprietary Ltd.
Botswana
100
General Dynamics European Land Systems Denmark ApS
Denmark
100
General Dynamics European Land Systems Romania S.R.L.
Romania
100
General Dynamics European Land Systems, S.L.
Spain
100
General Dynamics Global Force, LLC
Delaware
100
General Dynamics Global Holdings Limited
England and Wales
100
General Dynamics Global Imaging Technologies, Inc.
Delaware
100
General Dynamics Government Satellite Services, LLC
Delaware
100
General Dynamics Government Systems Corporation
Delaware
100
General Dynamics Government Systems Overseas Corporation
Delaware
100
General Dynamics Information Technology Limited
England and Wales
100
General Dynamics Information Technology, Inc.
Virginia
100
General Dynamics Installation Services, LLC
Delaware
100
General Dynamics International Corporation
Delaware
100
General Dynamics Itronix, LLC
Delaware
100
General Dynamics Land Systems - Australia Pty. Ltd.
Australia
100
General Dynamics Land Systems - Canada Corporation
New Brunswick
100
General Dynamics Land Systems - Canada Services Inc.
New Brunswick
100
General Dynamics Land Systems - Canadian Services Limited
New Brunswick
100
General Dynamics Land Systems - Force Protection Inc.
Nevada
100
General Dynamics Land Systems – Global LLC
Delaware
100
General Dynamics Land Systems Customer Service & Support Company
Texas
100
General Dynamics Land Systems Inc.
Delaware
100
General Dynamics Limited
England and Wales
100
General Dynamics Marine Systems, Inc.
Delaware
100
General Dynamics Mission Systems International Limited
England and Wales
100
General Dynamics Mission Systems Overseas Company, LLC
Delaware
100
General Dynamics Mission Systems, Inc.
Delaware
100
General Dynamics Mission Systems – Italy S.R.L.
Italy
100
General Dynamics Motion Control, LLC
Delaware
100
General Dynamics One Source, LLC
Delaware
100
General Dynamics Ordnance and Tactical Systems - Canada Inc.
Canada
100
General Dynamics Ordnance and Tactical Systems - Canada Valleyfield Inc.
Canada
100




General Dynamics Ordnance and Tactical Systems - Simunition Operations, Inc.
Delaware
100
General Dynamics Ordnance and Tactical Systems, Inc.
Virginia
100
General Dynamics OTS (Aerospace), Inc.
Washington
100
General Dynamics OTS (California), Inc.
California
100
General Dynamics OTS (DRI), Inc.
Alabama
100
General Dynamics OTS (Niceville), Inc.
Florida
100
General Dynamics Overseas Systems and Services Corporation
Delaware
100
General Dynamics Properties, Inc.
Delaware
100
General Dynamics Robotic Systems, Inc.
Delaware
100
General Dynamics Satcom Technologies Asia Private Limited
India
100
General Dynamics SATCOM Technologies, Inc.
Delaware
100
General Dynamics Satellite Communication Services, LLC
Delaware
100
General Dynamics Saudi Holdings, S.L.
Spain
100
General Dynamics Shared Resources, LLC
Delaware
100
General Dynamics Support Services Company
Delaware
100
General Dynamics Swiss Financial Management Limited
England and Wales
100
General Dynamics United Kingdom Limited
England and Wales
100
General Dynamics Worldwide Holdings, Inc.
Delaware
100
General Dynamics-OTS, Inc.
Delaware
100
GM GDLS Defense Group, L.L.C.
Delaware
100
GPS Source, Inc.
Colorado
100
Gulfstream 100 Holdings LLC
Delaware
100
Gulfstream Aerospace Corporation (CA)
California
100
Gulfstream Aerospace Corporation (DE)
Delaware
100
Gulfstream Aerospace Corporation (GA)
Georgia
100
Gulfstream Aerospace Corporation (OK)
Oklahoma
100
Gulfstream Aerospace Corporation of Texas
Texas
100
Gulfstream Aerospace Hong Kong Limited
Hong Kong
100
Gulfstream Aerospace LLC
Delaware
100
Gulfstream Aerospace LP
Texas
100
Gulfstream Aerospace Services Corporation
Delaware
100
Gulfstream Aerospace, Ltd.
England and Wales
100
Gulfstream Aerospace Sociedad de Responssabilidad Limitada de Capital Variable (S. de R.L. de C.V.)
Mexico
100
Gulfstream Austria, GmbH
Austria
100
Gulfstream Do Brasil Servicos De Suporte E Manutencao A Aeronaves Ltda.
Brazil
100
Gulfstream International Corporation
Delaware
100
Gulfstream Leasing LLC
Georgia
100
Gulfstream Product Support Corporation
Delaware
100
Gulfstream Services Corporation
Georgia
100
Gulfstream Tennessee Corporation
Delaware
100
Gulfstream-California, Inc.
Delaware
100
GWA-Datatrac FAST LLC
Virginia
100
Hawker Pacific (Malaysia) Sdn Bhd
Malaysia
100
Hawker Pacific Aircraft Management Pte Ltd
Singapore
100
Hawker Pacific Airservices Limited
Hong Kong
100
Hawker Pacific Airservices Pvt Ltd
India
100
Hawker Pacific Asia Holdings Pte Ltd
Singapore
100
Hawker Pacific Australia Pty Ltd
Australia
100
Hawker Pacific Aviation Services Pty Ltd
Australia
100




Hawker Pacific NZ Limited
New Zealand
100
Hawker Pacific Pty Ltd
Australia
100
Information Services Consulting Limited
England and Wales
100
Interiores Aereos S.A. de C.V.
Mexico
100
International Manufacturing Technologies, Inc.
California
100
IPWireless PTE. Limited
Singapore
100
Janteq Australia PTY Limited
Australia
100
Janteq Corp.
Maryland
100
Jet Aviation (Asia Pacific) Pte. Ltd.
Singapore
100
Jet Aviation (Bermuda) Ltd.
Bermuda
100
Jet Aviation (Hong Kong) Ltd.
Hong Kong
100
Jet Aviation (Malaysia) SDN, BHD
Malaysia
100
Jet Aviation 125 Services, LLC
Delaware
100
Jet Aviation AG
Switzerland
100
Jet Aviation Brazil Holdings, Inc.
Delaware
100
Jet Aviation Business Jets (Hong Kong) Limited
Hong Kong
100
Jet Aviation Business Jets AG
Switzerland
100
Jet Aviation Business Jets FZCO
UAE
100
Jet Aviation California, LLC
California
100
Jet Aviation Dulles, LLC
Delaware
100
Jet Aviation Flight Services, Inc.
Maryland
100
Jet Aviation France SAS
France
100
Jet Aviation Holding GmbH
Switzerland
100
Jet Aviation Holdings USA, Inc.
Delaware
100
Jet Aviation Houston, Inc.
Texas
100
Jet Aviation International, Inc.
Florida
100
Jet Aviation Malaga SA
Spain
100
Jet Aviation Management AG
Switzerland
100
Jet Aviation Netherlands B.V.
Netherlands
100
Jet Aviation of America, Inc.
Maryland
100
Jet Aviation Savannah Holding, LLC
Delaware
100
Jet Aviation Services GmbH
Germany
100
Jet Aviation St. Louis, Inc.
Missouri
100
Jet Aviation Teterboro, LP
New Jersey
100
Jet Aviation Texas, Inc.
Texas
100
Jet Aviation/Palm Beach, Inc.
Florida
100
Jet Aviation Vienna GmbH
Austria
100
Jet Professionals, LLC
Delaware
100
Longreach Energy, LLC
Delaware
100
Maricom Systems, Incorporated
Maryland
100
Material Service Resources Company, LLC
Delaware
100
Mediaware International Pty Ltd
Australia
100
Metro Machine Corp.
Virginia
100
Midwest Properties Sales, LLC
Delaware
100
NASSCO Holdings Incorporated
Delaware
100
National Steel and Shipbuilding Company
Nevada
100
NES Associates, LLC
Delaware
100
Newberry Holdings, LLC
Virginia
100
OOO Jet Aviation Vnukovo
Russia
100
Patriot I Shipping Corp.
Delaware
100




Patriot II Shipping Corp.
Delaware
100
Patriot IV Shipping Corp.
Delaware
100
Pazo’s Fuel Services, Inc.
Puerto Rico
100
Plane 79, LLC
Delaware
100
Praxis Engineering Technologies, LLC
Delaware
100
Prodelin India Private Limited
India
100
Proyectos Prohumane Mexico, S.A. de C.V.
Mexico
100
Quincy Maritime Corporation III
Delaware
100
Raven Acquisitions, LLC
Delaware
100
Santa Barbara Sistemas S.A.
Spain
100
Savannah Air Center, LLC
Georgia
100
SENTECH, INC.
Maryland
100
Signal Solutions, LLC
Virginia
100
Southern Illinois Recovery, Inc.
Delaware
100
SRA International, Inc.
Virginia
100
St. Marks Powder, Inc.
Delaware
100
Stabilo Pty Ltd
Australia
100
Sydney Jet Charter Pty Ltd
Australia
100
Tecnologias Internacionales de Manufactura S.A. de C.V.
Mexico
100
Tenacity Solutions Incorporated
Virginia
100
The Depth of Ideas for General Trading, LLC
Iraq
100
Vangent Servicios de Mexico, S.A. de C.V.
Mexico
100
Vertex Antennentechnik GmbH
Germany
100
Vulnerability Research Labs, LLC
Delaware
100
Weco, LLC
Delaware
100



Exhibit 23
Consent of Independent Registered Public Accounting Firm

To the Board of Directors of General Dynamics Corporation:

We consent to the incorporation by reference in the registration statements (Nos. 333-107901, 333-159038, 333-159045, 333-181124, 333-186575, 333-186578, 333-208667, 333-217656, 333-224138, 333-226587, and 333-231261) on Form S-8 and in the registration statement No. 333-223853 on Form S-3ASR of General Dynamics Corporation of our reports dated February 10, 2020, with respect to:

•
the Consolidated Balance Sheet of General Dynamics Corporation as of December 31, 2019 and 2018, the related Consolidated Statements of Earnings, Comprehensive Income, Cash Flows, and Shareholders’ Equity for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively, the Consolidated Financial Statements), and

•
the effectiveness of internal control over financial reporting as of December 31, 2019,

which reports appear in the December 31, 2019 annual report on Form 10-K of General Dynamics Corporation. 

Our report on the Consolidated Financial Statements refers to a change in the method of accounting for leases.
 

/s/ KPMG LLP

McLean, Virginia
February 10, 2020


Exhibit 24
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each of the undersigned Directors of GENERAL DYNAMICS CORPORATION, a Delaware corporation, hereby constitutes and appoints each of PHEBE N. NOVAKOVIC, JASON W. AIKEN and GREGORY S. GALLOPOULOS as his or her true and lawful attorney-in-fact and agent, with full power of substitution, for and in his or her name, place and stead, in any and all capacities, to sign the 2019 Annual Report on Form 10-K of General Dynamics Corporation, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary as fully as to all intents and purposes as he or she might or could do in person, and hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
8th
day of February 2020.


/s/ James S. Crown
 
/s/ C. Howard Nye
James S. Crown
 
C. Howard Nye
 
 
 
/s/ Rudy F. deLeon
 
/s/ William A. Osborn
Rudy F. deLeon
 
William A. Osborn
 
 
 
/s/ Cecil D. Haney
 
/s/ Catherine B. Reynolds
Cecil D. Haney
 
Catherine B. Reynolds
 
 
 
/s/ Lester L. Lyles
 
/s/ Laura J. Schumacher
Lester L. Lyles
 
Laura J. Schumacher
 
 
 
/s/ Mark M. Malcolm
 
/s/ John G. Stratton
Mark M. Malcolm
 
John G. Stratton
 
 
 
/s/ James N. Mattis
 
/s/ Peter A. Wall
James N. Mattis
 
Peter A. Wall
 
 
 
/s/ Phebe N. Novakovic
 
 
Phebe N. Novakovic
 
 
 
 
 





Exhibit 31.1
CERTIFICATION BY CEO PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Phebe N. Novakovic, certify that:
1.
I have reviewed this annual report on Form 10-K of General Dynamics Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
 
 
 
/s/ Phebe N. Novakovic
 
Phebe N. Novakovic
 
Chairman and Chief Executive Officer

February 10, 2020
 




Exhibit 31.2
CERTIFICATION BY CFO PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Jason W. Aiken, certify that:
1.
I have reviewed this annual report on Form 10-K of General Dynamics Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
/s/ Jason W. Aiken
 
Jason W. Aiken
 
Senior Vice President and Chief Financial Officer

February 10, 2020




Exhibit 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

In connection with the annual report of General Dynamics Corporation (the Company) on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Phebe N. Novakovic, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
/s/ Phebe N. Novakovic
 
Phebe N. Novakovic
 
Chairman and Chief Executive Officer

February 10, 2020







Exhibit 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

In connection with the annual report of General Dynamics Corporation (the Company) on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Jason W. Aiken, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
/s/  Jason W. Aiken
 
Jason W. Aiken
 
Senior Vice President and Chief Financial Officer

February 10, 2020






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