GD 10-K Annual Report Dec. 31, 2023 | Alphaminr
GENERAL DYNAMICS CORP

GD 10-K Fiscal year ended Dec. 31, 2023

GENERAL DYNAMICS CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Company S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Restated Certificate of Incorporation of the company (incorporated herein by reference from the companys current report on Form 8-K, filed with the SEC on October 7, 2004) 3.2 Certificate of Amendment of Restated Certificate of Incorporationof the companydated as of May 8, 2023 (incorporated herein byreference from the companys quarterly report on Form 10-Qfor the period ended July 2, 2023,filed with the SEC on July 26,2023) 3.3 Amended and Restated Bylaws of General Dynamics Corporation (as amended effectiveOctober 4, 2023) (incorporated herein by reference from the companys current report on Form 8-K, filed with the SEC onOctober 5, 2023) 4.1 Indenture dated as of August 27, 2001, among the company, the Guarantors (as defined therein) and The Bank of New York, as Trustee (incorporated herein by reference from the companys annual report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 12, 2018) 4.2 Seventh Supplemental Indenture dated as of November 6, 2012, among the company, the Guarantors (as defined therein) and The Bank of New York Mellon, as Trustee (incorporated herein by reference from the companys current report on Form 8-K, filed with the SEC on November 6, 2012) 4.3 Indenture dated as of March 24, 2015, among the company, the Guarantors (as defined therein) and The Bank of New York Mellon, as Trustee (incorporated herein by reference from the companys registration statement on Form S-3, filed with the SEC on March 24, 2015) 4.4 First Supplemental Indenture dated as of August 12, 2016, among the company, the Guarantors (as defined therein) and The Bank of New York Mellon, as Trustee (incorporated herein by reference from the companys current report on Form 8-K, filed with the SEC on August 12, 2016) 4.5 Second Supplemental Indenture dated as of September 14, 2017, among the company, the Guarantors (as defined therein) and The Bank of New York Mellon, as Trustee (incorporated herein by reference from the companys current report on Form 8-K, filed with the SEC on September 14, 2017) 4.6 Indenture dated as of March 22, 2018, among the company, the Guarantors (as defined therein) and The Bank of New York Mellon, as Trustee (incorporated herein by reference from the companys registration statement on Form S-3, filed with the SEC on March 22, 2018) 4.7 First Supplemental Indenture dated as of May 11, 2018, among the company, the Guarantors (as defined therein) and The Bank of New York Mellon, as Trustee (incorporated herein by reference from the companys current report on Form 8-K, filed with the SEC on May 11, 2018) 4.8 Second Supplemental Indenturedated as of March 25, 2020, among General Dynamics Corporation, the Guarantors named therein and The Bank of New York Mellon, as Trustee (includes forms of 3.250% Notes due 2025, 3.500% Notes due 2027, 3.625% Notes due 2030, 4.250% Notes due 2040 and 4.250% Notes due 2050) (incorporated herein by reference from the companys current report on Form 8-K, filed with the SEC on March 25, 2020) 4.9 Third Supplemental Indenturedated as of May 10, 2021, among General Dynamics Corporation, the Guarantors named therein and The Bank of New York Mellon, as Trustee (includes forms of 1.150% Notes due 2026, 2.250% Notes due 2031 and 2.850% Notes due 2041) (incorporated herein by reference from the companys current report on Form 8-K, filed with the SEC on May 10, 2021) 4.10 Description of General Dynamics Corporations Securities Registered Pursuant to Section 12 of theExchange Act(incorporated herein by reference from thecompanys annual reporton Form 10-K for the year ended December 31, 2022, filed with the SEC on February 7, 2023) 10.1* General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (incorporated herein by reference from the companys registration statement on Form S-8 (No. 333-217656),filed with the SEC on May 4, 2017) 10.2* Form of Non-Statutory Stock Option Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (for grants made March 4, 2015, through March 1, 2016, and including, as indicated therein, provisions for certain executive officers who are subject to the companys Compensation Recoupment Policy) (incorporated herein by reference from the companys quarterly report on Form 10-Q for the period ended April 5, 2015, filed with the SEC on April 29, 2015) 10.3* Form of Non-Statutory Stock Option Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (for grants beginning March 2, 2016, and including, as indicated therein, provisions for certain executive officers who are subject to the companys Compensation Recoupment Policy) (incorporated herein by reference from the companys quarterly report on Form 10-Q for the period ended April 3, 2016, filed with the SEC on April 27, 2016) 10.4* Form of Non-Statutory Stock Option Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants beginning May 3, 2017, and including, as indicated therein, provisions for certain executive officers who are subject to the companys Compensation Recoupment Policy) (incorporated herein by reference from the companys quarterly report on Form 10-Q for the period ended July 2, 2017, filed with the SEC on July 26, 2017) 10.5* Form of Non-Statutory Stock Option Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants to named executive officers beginning March 4, 2020, and including, as indicated therein, provisions for certain named executive officers who are subject to the companys Compensation Recoupment Policy) (incorporated herein by reference from the companys quarterly report on Form 10-Q for the period ended March 29, 2020, filed with the SEC on April 29, 2020) 10.6* Form of Restricted Stock Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants to named executive officers beginning March 4, 2020, and including, as indicated therein, provisions for certain named executive officers who are subject to the companys Compensation Recoupment Policy) (incorporated herein by reference from the companys quarterly report on Form 10-Q for the period ended March 29, 2020, filed with the SEC on April 29, 2020) 10.7* Form of Performance Stock Unit Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants to named executive officers beginning March 4, 2020, and including, as indicated therein, provisions for certain named executive officers who are subject to the companys Compensation Recoupment Policy) (incorporated herein by reference from the companys quarterly report on Form 10-Q for the period ended March 29, 2020, filed with the SEC on April 29, 2020) 10.8* 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 2, 2022, and including, as indicated therein, provisions for certain executive officers who are subject to the companys Compensation Recoupment Policy) (incorporated herein by reference from the companys quarterly report on Form 10-Q for the period ended April 3, 2022, filed with the SEC on April 27, 2022) 10.9* 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 2, 2022, and including, as indicated therein, provisions for certain executive officers who are subject to the companys Compensation Recoupment Policy) (incorporated herein by reference from the companys quarterly report on Form 10-Q for the period ended April 3, 2022, filed with the SEC on April 27, 2022) 10.10* 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 2, 2022, and including, as indicated therein, provisions for certain executive officers who are subject to the companys Compensation Recoupment Policy) (incorporated herein by reference from the companys quarterly report on Form 10-Q for the period ended April 3, 2022, filed with the SEC on April 27, 2022) 10.11* 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 8, 2023, and including, as indicated therein, provisions for certain executive officers who are subject to the companys Compensation Recoupment Policy) (incorporated herein by reference from the companys quarterly report on Form 10-Q for the period ended April 2, 2023, filed with the SEC on April 26, 2023) 10.12* 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 8, 2023, and including, as indicated therein, provisions for certain executive officers who are subject to the companys Compensation Recoupment Policy) (incorporated herein by reference from the companys quarterly report on Form 10-Q for the period ended April 2, 2023, filed with the SEC on April 26, 2023) 10.13* 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 8, 2023, and including, as indicated therein, provisions for certain executive officers who are subject to the companys Compensation Recoupment Policy) (incorporated herein by reference from the companys quarterly report on Form 10-Q for the period ended April 2, 2023, filed with the SEC on April 26, 2023) 10.14* Successor Retirement Plan for Directors (incorporated herein by reference from the companys annual report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002) 10.15* General Dynamics Corporation Supplemental Savings Plan, amended and restated effective October 1, 2021 (incorporated herein by reference from the companys quarterly report on Form 10-Q for theperiodended October 3, 2021, filed with the SEC on October 27, 2021) 10.16* Form of Severance Protection Agreement for executive officers (incorporated herein by reference from the companys annual report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 6, 2017) 10.17* General Dynamics Corporation Supplemental Retirement Plan, restated effective January 1, 2010 (incorporating amendments through March 31, 2011) (incorporated herein by reference from the companys quarterly report on Form 10-Q for theperiod ended April3,2011, filed with the SEC on May 3, 2011) 10.18* Amendment to the General Dynamics Corporation Supplemental Retirement Plan, effective January 5, 2015 (incorporated herein by reference from the companys annual report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 9, 2015) 10.19* Amendment to the General Dynamics Corporation Supplemental Retirement Plan, effective January 1, 2016 (incorporated herein by reference from the companys annual report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 6, 2017) 10.20* Amendment to the General Dynamics Corporation Supplemental Retirement Plan, effective January 1, 2019 (incorporated herein by reference from the companys annual report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 13, 2019) 10.21* Amendment to the General Dynamics Corporation Supplemental Retirement Plan, effective December 20, 2019 (incorporated herein by reference from the companys annual report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 9, 2021) 21 Subsidiaries** 22 Subsidiary Guarantors(incorporated herein byreference from the companys quarterly report on Form 10-Qfor the period ended October 1,2023,filed with the SEC on October 25, 2023) 23 Consent of Independent Registered Public Accounting Firm** 24 Power of Attorney** 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** 97 General Dynamics Compensation Recoupment Policy, effective December 1, 2023**