UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~FORM 10-Q~~

(Mark One)

[X]☒] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2019

[☐]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-3671

GENERAL DYNAMICS CORPORATION

(Exact name of registrant as specified in its charter)



Delaware		13-1673581
State or other jurisdiction of incorporation or organization		I.R.S. employer identification no.

2941 Fairview Park Drive	Suite 100
Falls Church	Virginia	22042-4513
Address of principal executive offices		Zip code

~~(703)~~ (703) 876-3000

Registrant’s telephone number, including area code

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	GD	New York Stock Exchange

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

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

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

Large accelerated filerü Accelerated filer ___ Non-accelerated filer ___

Smaller reporting company☐___ Emerging growth company☐ ___

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

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

~~288,871,990~~288,844,120 shares of the registrant’s common stock, $1 par value per share, were outstanding on ~~March 31,~~June 30, 2019.

INDEX




PART I -	FINANCIAL INFORMATION	PAGE
Item 1 -	Unaudited Consolidated Financial Statements
	Consolidated Statement of Earnings (Three Months)	3
	Consolidated Statement of ~~Comprehensive Income~~Earnings (Six Months)	4
	Consolidated ~~Balance Sheet~~Statement of Comprehensive Income (Three and Six Months)	5
	Consolidated ~~Statement of Cash Flows~~Balance Sheet	6
	Consolidated Statement of ~~Shareholders’ Equity~~Cash Flows	7
	~~Notes to Unaudited~~ Consolidated ~~Financial Statements~~Statement of Shareholders’ Equity (Three and Six Months)	8
	Notes to Unaudited Consolidated Financial Statements	9
Item 2 -	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3237
Item 3 -	Quantitative and Qualitative Disclosures About Market Risk	4452
Item 4 -	Controls and Procedures	4452
	FORWARD-LOOKING STATEMENTS	4452
PART II -	OTHER INFORMATION	4553
Item 1 -	Legal Proceedings	4553
Item 1A -	Risk Factors	4553
Item 2 -	Unregistered Sales of Equity Securities and Use of Proceeds	4653
Item 6 -	Exhibits	4653
	SIGNATURES	4754

PART I – FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)


	Three Months Ended						Three Months Ended
(Dollars in millions, except per-share amounts)	March 31, 2019			April 1, 2018			June 30, 2019			July 1, 2018
Revenue:
Products	$	5,251		$	4,576		$	5,401		$	4,754
Services	4,010			2,959			4,154			4,432
	9,261			7,535			9,555			9,186
Operating costs and expenses:
Products	(4,235		)	(3,546		)	(4,342		)	(3,702		)
Services	(3,398		)	(2,444		)	(3,527		)	(3,784		)
General and administrative (G&A)	(614		)	(537		)	(596		)	(612		)
	(8,247		)	(6,527		)	(8,465		)	(8,098		)
Operating earnings	1,014			1,008			1,090			1,088
Interest, net	(117		)	(27		)	(119		)	(103		)
Other, net	18			(21		)	12			(15		)
Earnings before income tax	915			960			983			970
Provision for income tax, net	(170		)	(161		)	(177		)	(184		)
Net earnings	$	745		$	799		$	806		$	786

Earnings per share
Basic	$	2.59		$	2.70		$	2.80		$	2.65
Diluted	$	2.56		$	2.65		$	2.77		$	2.62

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

CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)



	Six Months Ended
(Dollars in millions, except per-share amounts)	June 30, 2019			July 1, 2018
Revenue:
Products	$	10,652		$	9,330
Services	8,164			7,391
	18,816			16,721
Operating costs and expenses:
Products	(8,577		)	(7,248		)
Services	(6,925		)	(6,228		)
G&A	(1,210		)	(1,149		)
	(16,712		)	(14,625		)
Operating earnings	2,104			2,096
Interest, net	(236		)	(130		)
Other, net	30			(36		)
Earnings before income tax	1,898			1,930
Provision for income tax, net	(347		)	(345		)
Net earnings	$	1,551		$	1,585

Earnings per share
Basic	$	5.39		$	5.35
Diluted	$	5.33		$	5.27

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)


	Three Months Ended						Three Months Ended						Six Months Ended
(Dollars in millions)	March 31, 2019			April 1, 2018			June 30, 2019			July 1, 2018			June 30, 2019			July 1, 2018
Net earnings	$	745		$	799		$	806		$	786		$	1,551		$	1,585
Gains (losses) on cash flow hedges	17			(3		)	51			(18		)	68			(21		)
Foreign currency translation adjustments	31			1			125			(216		)	156			(215		)
Change in retirement plans’ funded status	63			84			59			79			122			163
Other comprehensive income, pretax	111			82
Other comprehensive income (loss), pretax							235			(155		)	346			(73		)
Provision for income tax, net	(16		)	(15		)	(28		)	(12		)	(44		)	(27		)
Other comprehensive income, net of tax	95			67
Other comprehensive income (loss), net of tax							207			(167		)	302			(100		)
Comprehensive income	$	840		$	866		$	1,013		$	619		$	1,853		$	1,485

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

CONSOLIDATED BALANCE SHEET


	(Unaudited)						(Unaudited)
(Dollars in millions)	March 31, 2019			December 31, 2018			June 30, 2019			December 31, 2018

ASSETS
Current assets:
Cash and equivalents	$	673		$	963		$	702		$	963
Accounts receivable	3,718			3,759			3,673			3,759
Unbilled receivables	7,367			6,576			7,554			6,576
Inventories	6,185			5,977			6,480			5,977
Other current assets	924			914			1,148			914
Total current assets	18,867			18,189			19,557			18,189
Noncurrent assets:
Property, plant and equipment, net	4,054			3,978			4,091			3,978
Intangible assets, net	2,518			2,585			2,457			2,585
Goodwill	19,668			19,594			19,662			19,594
Other assets	2,359			1,062			2,307			1,062
Total noncurrent assets	28,599			27,219			28,517			27,219
Total assets	$	47,466		$	45,408		$	48,074		$	45,408

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	2,097		$	973		$	4,960		$	973
Accounts payable	3,008			3,179			2,860			3,179
Customer advances and deposits	6,695			7,270			6,714			7,270
Other current liabilities	3,582			3,317			3,480			3,317
Total current liabilities	15,382			14,739			18,014			14,739
Noncurrent liabilities:
Long-term debt	11,451			11,444			8,975			11,444
Other liabilities	8,399			7,493			8,208			7,493
Commitments and contingencies (see Note M)
Total noncurrent liabilities	19,850			18,937			17,183			18,937
Shareholders’ equity:
Common stock	482			482			482			482
Surplus	2,937			2,946			2,959			2,946
Retained earnings	29,781			29,326			30,291			29,326
Treasury stock	(17,283		)	(17,244		)	(17,379		)	(17,244		)
Accumulated other comprehensive loss	(3,683		)	(3,778		)	(3,476		)	(3,778		)
Total shareholders’ equity	12,234			11,732			12,877			11,732
Total liabilities and shareholders’ equity	$	47,466		$	45,408		$	48,074		$	45,408

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

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)


	Three Months Ended						Six Months Ended
(Dollars in millions)	March 31, 2019			April 1, 2018			June 30, 2019			July 1, 2018
Cash flows from operating activities - continuing operations:
Net earnings	$	745		$	799		$	1,551		$	1,585
Adjustments to reconcile net earnings to net cash provided by operating activities:
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation of property, plant and equipment	114			89			232			206
Amortization of intangible and finance lease right-of-use assets	91			20			183			121
Equity-based compensation expense	40			29			72			71
Deferred income tax provision	(10		)	4
Deferred income tax benefit							(17		)	(6		)
(Increase) decrease in assets, net of effects of business acquisitions:
Accounts receivable	49			(150		)	64			344
Unbilled receivables	(873		)	(608		)	(1,074		)	(1,030		)
Inventories	(210		)	(236		)	(556		)	(542		)
Increase (decrease) in liabilities, net of effects of business acquisitions:
Accounts payable	(167		)	(358		)	(301		)	(324		)
Customer advances and deposits	(623		)	(149		)	(607		)	(159		)
Other, net	49			64			(51		)	25
Net cash used by operating activities	(795		)	(496		)
Net cash (used) provided by operating activities							(504		)	291
Cash flows from investing activities:
Capital expenditures	(181		)	(104		)	(362		)	(279		)
Business acquisitions, net of cash acquired							(17		)	(10,039		)
Other, net	(6		)	(1		)	16			74
Net cash used by investing activities	(187		)	(105		)	(363		)	(10,244		)
Cash flows from financing activities:
Proceeds from commercial paper, net	1,010			2,494			1,394			2,786
Dividends paid	(268		)	(250		)	(563		)	(526		)
Purchases of common stock	(133		)	(267		)	(231		)	(436		)
Proceeds from fixed-rate notes							—			6,461
Proceeds from floating-rate notes							—			1,000
Repayment of CSRA accounts receivable purchase agreement							—			(450		)
Other, net	88			(25		)	30			3
Net cash provided by financing activities	697			1,952			630			8,838
Net cash used by discontinued operations	(5		)	(2		)	(24		)	(6		)
Net (decrease) increase in cash and equivalents	(290		)	1,349
Net decrease in cash and equivalents							(261		)	(1,121		)
Cash and equivalents at beginning of period	963			2,983			963			2,983
Cash and equivalents at end of period	$	673		$	4,332		$	702		$	1,862
Supplemental cash flow information:
Income tax (payments) refunds, net	$	(37	)	$	4
Income tax payments, net							$	397		$	155
Interest payments	$	(48	)	$	(21	)	$	216		$	95

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

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (UNAUDITED)


																		Three Months Ended
	Common Stock					Retained			Treasury			Accumulated Other Comprehensive			Total Shareholders’			Common Stock				Retained			Treasury			Accumulated Other Comprehensive			Total Shareholders’
(Dollars in millions)	Par		Surplus			Earnings			Stock			Loss			Equity			Par		Surplus		Earnings			Stock			Loss			Equity
December 31, 2018	$	482	$	2,946		$	29,326		$	(17,244	)	$	(3,778	)	$	11,732
March 31, 2019																		$	482	$	2,937	$	29,781		$	(17,283	)	$	(3,683	)	$	12,234
Net earnings	—		—			745			—			—			745			—		—		806			—			—			806
Cash dividends declared	—		—			(290		)	—			—			(290		)	—		—		(296		)	—			—			(296		)
Equity-based awards	—		(9		)	—			47			—			38			—		22		—			2			—			24
Shares purchased	—		—			—			(86		)	—			(86		)	—		—		—			(98		)	—			(98		)
Other comprehensive income	—		—			—			—			95			95			—		—		—			—			207			207
March 31, 2019	$	482	$	2,937		$	29,781		$	(17,283	)	$	(3,683	)	$	12,234
June 30, 2019																		$	482	$	2,959	$	30,291		$	(17,379	)	$	(3,476	)	$	12,877

December 31, 2017	$	482	$	2,872		$	26,444		$	(15,543	)	$	(2,820	)	$	11,435
Cumulative-effect adjustment*	—		—			638			—			(638		)	—
April 1, 2018																		$	482	$	2,820	$	27,605		$	(15,742	)	$	(3,391	)	$	11,774
Net earnings	—		—			799			—			—			799			—		—		786			—			—			786
Cash dividends declared	—		—			(276		)	—			—			(276		)	—		—		(276		)	—			—			(276		)
Equity-based awards	—		(52		)	—			58			—			6			—		45		—			11			—			56
Shares purchased	—		—			—			(257		)	—			(257		)	—		—		—			(179		)	—			(179		)
Other comprehensive income	—		—			—			—			67			67
April 1, 2018	$	482	$	2,820		$	27,605		$	(15,742	)	$	(3,391	)	$	11,774
Other comprehensive loss																		—		—		—			—			(167		)	(167		)
July 1, 2018																		$	482	$	2,865	$	28,115		$	(15,910	)	$	(3,558	)	$	11,994



	Six Months Ended
	Common Stock					Retained			Treasury			Accumulated Other Comprehensive			Total Shareholders’
(Dollars in millions)	Par		Surplus			Earnings			Stock			Loss			Equity
December 31, 2018	$	482	$	2,946		$	29,326		$	(17,244	)	$	(3,778	)	$	11,732
Net earnings	—		—			1,551			—			—			1,551
Cash dividends declared	—		—			(586		)	—			—			(586		)
Equity-based awards	—		13			—			49			—			62
Shares purchased	—		—			—			(184		)	—			(184		)
Other comprehensive income	—		—			—			—			302			302
June 30, 2019	$	482	$	2,959		$	30,291		$	(17,379	)	$	(3,476	)	$	12,877

December 31, 2017	$	482	$	2,872		$	26,444		$	(15,543	)	$	(2,820	)	$	11,435
Cumulative-effect adjustments*	—		—			638			—			(638		)	—
Net earnings	—		—			1,585			—			—			1,585
Cash dividends declared	—		—			(552		)	—			—			(552		)
Equity-based awards	—		(7		)	—			69			—			62
Shares purchased	—		—			—			(436		)	—			(436		)
Other comprehensive loss	—		—			—			—			(100		)	(100		)
July 1, 2018	$	482	$	2,865		$	28,115		$	(15,910	)	$	(3,558	)	$	11,994

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

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

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization. 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.

Basis of Consolidation and Classification. The unaudited Consolidated Financial Statements include the accounts of General Dynamics Corporation and our wholly owned and majority-owned subsidiaries. We eliminate all inter-company balances and transactions in the unaudited Consolidated Financial Statements. Some prior-year amounts have been reclassified among financial statement accounts or disclosures to conform to the current-year presentation.

Consistent with industry practice, we classify assets and liabilities related to long-term contracts as current, even though some of these amounts may not be realized within one year.

Further discussion of our significant accounting policies is contained in the other notes to these financial statements.

Interim Financial Statements. The unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These rules and regulations permit some of the information and footnote disclosures included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) to be condensed or omitted.

Our fiscal quarters are 13 weeks in length. Because our fiscal year ends on December 31, the number of days in our first and fourth quarters varies slightly from year to year. Operating results for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2019, are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

The unaudited Consolidated Financial Statements contain all adjustments that are of a normal recurring nature necessary for a fair presentation of our results of operations and financial condition for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2019, and ~~April~~July 1, 2018.

These unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018.

Accounting Standards Updates. Effective January 1, 2019, we adopted Accounting Standards Codification (ASC) Topic 842, Leases. ASC Topic 842 requires the recognition of lease rights and obligations as assets and liabilities on the balance sheet. Previously, lessees were not required to recognize on the balance sheet assets and liabilities arising from operating leases. As we elected the cumulative-effect adoption method, prior-period information has not been restated.

The standard provided several optional practical expedients for use in transition. We elected to use what the Financial Accounting Standards Board (FASB) has deemed the “package of practical expedients,” which allowed us not to reassess our previous conclusions about lease identification, lease classification and the

accounting treatment for initial direct costs. We did not elect the practical expedient pertaining to the use of hindsight.

The most significant effects of the standard on our Consolidated Financial Statements are (1) the recognition of new right-of-use assets and lease liabilities on our Consolidated Balance Sheet for our operating leases, and (2) significant new disclosures about our leasing activities (see Note N). On January 1, 2019, we recognized operating lease liabilities and right-of-use assets of $1.4 billion based on the present

value of the remaining lease payments over the lease term. The adoption did not result in a cumulative-effect adjustment to retained earnings. The new standard did not have a material impact on our results of operations, financial condition or cash flows.

~~For a discussion of~~There are several other accounting standards that have been issued by the FASB but are not yet effective, ~~refer~~including Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 significantly changes how entities account for credit losses for financial assets and certain other instruments, including trade receivables and contract assets, that are not measured at fair value through net income. The ASU requires a number of changes to the ~~Accounting Standards Updates section in our Annual Report~~assessment of credit losses, including the utilization of an expected credit loss model, which requires consideration of a broader range of information to estimate expected credit losses over the entire lifetime of the asset, including losses where probability is considered remote. Additionally, the standard requires the estimation of lifetime expected losses for trade receivables and contract assets that are classified as current. We intend to adopt the standard on ~~Form 10-K for~~ the ~~year ended December 31, 2018. These standards are~~effective date of January 1, 2020. We have not ~~expected to have a material impact~~yet determined the effect of the ASU on our results of operations, financial condition or cash flows.

B. ACQUISITIONS AND DIVESTITURES, GOODWILL, AND INTANGIBLE ASSETS

CSRA Acquisition

On April 3, 2018, we acquired 100% of the outstanding shares of CSRA Inc. (CSRA) for $41.25 per share in cash plus the assumption of outstanding net debt. CSRA is a provider of IT solutions to the defense, intelligence and federal civilian markets and is included in our Information Technology segment.

~~Purchase Price and~~

Fair Value of Net Assets Acquired. ~~The cash purchase price totaled $9.7 billion and consisted of the following:~~

CSRA shares outstanding (in millions) 165.4
Cash consideration per CSRA share $ 41.25
Cash paid to purchase outstanding CSRA shares $ 6,825
Cash paid to extinguish CSRA debt 2,846
Cash settlement of outstanding CSRA stock options and restricted stock units 78
Total purchase price $ 9,749

The following table summarizes the allocation of the $9.7 billion cash purchase price to the estimated fair values of the assets acquired and liabilities assumed on the acquisition date, with the excess recorded as goodwill:



Cash and equivalents	$	45
Accounts receivable	155
Unbilled receivables	415
Other current assets	303
Property, plant and equipment, net	326
Intangible assets, net	2,066
Goodwill	7,935
Other noncurrent assets	369
Total assets	$	11,614
Accounts payable	$	(135	)
Customer advances and deposits	(151		)
Current lease obligation	(51		)
Other current liabilities	(434		)
Noncurrent lease obligation	(207		)
Noncurrent deferred tax liability	(355		)
Other noncurrent liabilities	(532		)
Total liabilities	$	(1,865	)
Net assets acquired	$	9,749

Cash and equivalents $ 45
Accounts receivable 155
Unbilled receivables 420
Other current assets 303
Property, plant and equipment, net 326
Intangible assets, net 2,066
Goodwill 7,931
Other noncurrent assets 369
Total assets $ 11,615
Account payable $ (135 )
Customer advances and deposits (151 )
Current lease obligation (51 )
Other current liabilities (434 )
Noncurrent lease obligation (207 )
Noncurrent deferred tax liability (356 )
Other noncurrent liabilities (532 )
Total liabilities $ (1,866 )
Net assets acquired $ 9,749
Pro Forma Information. The following pro forma information presents our consolidated revenue and net earnings as if the acquisition of CSRA and the related financing transactions had occurred on January 1, 2017:



	Three Months Ended		Six Months Ended
	July 1, 2018		July 1, 2018
Revenue	$	9,225	$	18,062
Net Earnings	854		1,598
Diluted earnings per share	$	2.85	$	5.32

The pro forma information was prepared by combining our reported historical results with the historical results of CSRA for the pre-acquisition periods. In addition, the reported historical amounts were adjusted for the following items, net of associated tax effects:

~~During the quarter,~~The impact of acquisition financing.

The removal of certain CSRA operations we ~~obtained additional information that resulted in adjustments~~were required by a government customer to dispose of to address an organizational conflict of interest with respect to services provided to the ~~estimated~~customer. We completed the sale of these operations in the third quarter of 2018.

The removal of CSRA’s historical pre-acquisition intangible asset amortization expense and debt-related interest expense.

The impact of intangible asset amortization expense assuming our estimate of fair ~~values that~~value was applied on January 1, 2017.

The payment of acquisition-related costs assuming they were incurred on January 1, 2017.

The pro forma information does not ~~material.~~

~~We have valued $2.1 billion~~reflect the realization of acquired intangible assets, which consists of acquired backlog and probable follow-on work and associated customer relationships (contract and program intangible assets), with a weighted-average life of 17 years. The intangible assets are being amortized using an accelerated method, which approximates the pattern of how the economic benefit is expected ~~to be used. Under this method, approximately 50% of the aggregate value of the intangible assets will be amortized within six years of~~cost savings or synergies from the acquisition, ~~date.~~

~~Goodwill represents~~and does not reflect what our combined results of operations would have been had the purchase price paid in excess of the fair value of net tangible and intangible assets acquired, and is attributable primarily to expected synergies, economies of scale and the assembled workforce of CSRA. Approximately $490 of this goodwill is deductible for income tax purposes over its remaining tax life.acquisition occurred on January 1, 2017.

Other Acquisitions and Divestitures

In the first ~~three~~six months of 2019, we ~~completed the acquisition of~~acquired a business in each of our Aerospace and Missions Systems ~~segments.~~segments for a total of $17. In 2018, we acquired five businesses in addition to the acquisition of CSRA for approximately $400: Hawker Pacific, a leading provider of integrated aviation solutions across Asia Pacific and the Middle East, and two fixed-base operation (FBO) businesses in our Aerospace segment; a maintenance and service provider for the German Army and other international customers in our Combat Systems segment; and a provider of specialized transmitters and receivers in our Mission Systems segment. As the purchase prices of these acquisitions were not material for the three-month periods ended March 31, 2019, and April 1, 2018, they are included in other investing activities, net, in the unaudited Consolidated Statement of Cash Flows.

The operating results of these acquisitions have been included with our reported results since the respective closing dates. The purchase prices of the acquisitions have been allocated to the estimated fair value of net tangible and intangible assets acquired, with any excess purchase price recorded as goodwill.

~~We did not have any divestitures in~~In the first ~~three~~six months of ~~2019.~~2019, we completed the sale of a business in our Information Technology segment that was classified as held for sale on the Consolidated Balance Sheet on December 31, 2018. In 2018, we completed the sale of a commercial health products business during the first quarter and the sale of a public-facing contact-center business during the fourth quarter in our Information Technology segment. AsFor the six-month periods ended June 30, 2019, and July 1, 2018, the proceeds from the sale of ~~the commercial health products business~~businesses were not material ~~for the three-month period ended April 1, 2018, they~~and are included in other investing activities, net, in the unaudited Consolidated Statement of Cash Flows.

Goodwill

The changes in the carrying amount of goodwill by reporting unit were as follows:



	Aerospace		Combat Systems		Information Technology		Mission Systems			Marine Systems		Total Goodwill
December 31, 2018 (a)	$	2,813	$	2,633	$	9,622	$	4,229		$	297	$	19,594
Acquisitions/divestitures (b)	2		7		77		6			—		92
Other (c)	13		32		1		(70		)	—		(24		)
June 30, 2019 (a)	$	2,828	$	2,672	$	9,700	$	4,165		$	297	$	19,662

Aerospace Combat Systems Information Technology Mission Systems Marine Systems
Total
Goodwill
December 31, 2018 (a) $ 2,813
$ 2,633
$ 9,622
$ 4,229
$ 297
$ 19,594
Acquisitions (b) 3
(1 ) 72
6
—
80
Other (c) (20 ) 9
1
4
—
(6 )
March 31, 2019 (a) $ 2,796
$ 2,641
$ 9,695
$ 4,239
$ 297

$ 19,668

(a)Goodwill in the Information Technology and Mission Systems reporting units is net of $536 and $1.3 billion of accumulated impairment losses, respectively.

(b)Includes adjustments during the purchase price allocation period.

(c)Consists primarily of adjustments for foreign currency translation. Also includes an estimated allocation of goodwill in our Mission Systems reporting unit associated with a non-core operation classified as held for sale on the unaudited Consolidated Balance Sheet on June 30, 2019. As we expect this operation to be divested within the next 12 months, the assets and liabilities held for sale are included in other current assets and liabilities on the unaudited Consolidated Balance Sheet.

Intangible Assets

Intangible assets consisted of the following:


	Gross Carrying Amount (a)		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount (a)		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount (a)		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount (a)		Accumulated Amortization			Net Carrying Amount
	March 31, 2019							December 31, 2018							June 30, 2019							December 31, 2018
Contract and program intangible assets (b)	$	3,771	$	(1,589	)	$	2,182	$	3,771	$	(1,531	)	$	2,240	$	3,777	$	(1,656	)	$	2,121	$	3,771	$	(1,531	)	$	2,240
Trade names and trademarks	463		(180		)	283		469		(177		)	292		472		(186		)	286		469		(177		)	292
Technology and software	171		(120		)	51		165		(116		)	49		170		(122		)	48		165		(116		)	49
Other intangible assets	159		(157		)	2		159		(155		)	4		159		(157		)	2		159		(155		)	4
Total intangible assets	$	4,564	$	(2,046	)	$	2,518	$	4,564	$	(1,979	)	$	2,585	$	4,578	$	(2,121	)	$	2,457	$	4,564	$	(1,979	)	$	2,585


(a)	Change in gross carrying amounts consists primarily of adjustments for acquired intangible assets and foreign currency translation.


(b)	Consists of acquired backlog and probable follow-on work and associated customer relationships.

Amortization expense for intangible assets was $70 and ~~$20~~$140 for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2019, and ~~April~~$84 and $104 for the three- and six-month periods ended July 1, ~~2018.~~2018, respectively.

C. REVENUE

The majority of our revenue is derived from long-term contracts and programs that can span several years. We account for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers.

Performance Obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account ~~in ASC Topic 606.~~for revenue. A contract’s transaction price is allocated to each distinct performance obligation within that contract and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and is, therefore, not distinct. Some of our contracts have multiple performance obligations, most commonly due to the contract covering multiple phases of the product lifecycle (development, production, maintenance and support). For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which we forecast our expected costs of satisfying a performance obligation and then add an appropriate margin for that distinct good or service.

Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct and, therefore, are accounted for as part of the existing contract.

Our performance obligations are satisfied over time as work progresses or at a point in time. Revenue from products and services transferred to customers over time accounted for 75% ~~and 73%~~ of our revenue for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2019, and ~~April~~78% and 76% of our revenue for the three- and six-month periods ended July 1, 2018, respectively. Substantially all of our revenue in the defense segments is recognized over time, because control is transferred continuously to our customers. 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.

Revenue from goods and services transferred to customers at a point in time accounted for 25% ~~and 27%~~ of our revenue for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2019, and ~~April~~22% and 24% of our revenue for the three- and six-month periods ended July 1, 2018, respectively. The majority of our revenue recognized

at a point in time is for the manufacture of business-jet aircraft in our Aerospace segment. Revenue on these contracts is recognized when the customer obtains control of the asset, which is generally upon delivery and acceptance by the customer of the fully outfitted aircraft.

On ~~March 31,~~June 30, 2019, we had ~~$69.2~~$67.7 billion of remaining performance obligations, which we also refer to as total backlog. We expect to recognize approximately ~~65%~~60% of our remaining performance obligations as revenue by year-end 2020, an additional 25% by year-end 2022 and the balance thereafter. On December 31, 2018, we had $67.9 billion of remaining performance obligations, at which time we expected to recognize approximately 45% of these remaining performance obligations as revenue in 2019, an additional 35% by year-end 2021 and the balance thereafter.

Contract Estimates. The majority of our revenue is derived from long-term contracts and programs that can span several years. Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, we estimate the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract.

Contract estimates are based on various assumptions to project the outcome of future events that often span several years. These assumptions include labor productivity and availability; the complexity of the work to be performed; the cost and availability of materials; the performance of subcontractors; and the availability and timing of funding from the customer.

The nature of our contracts gives rise to several types of variable consideration, including claims and award and incentive fees. We include in our contract estimates additional revenue for submitted contract modifications or claims against the customer when we believe we have an enforceable right to the modification or claim, the amount can be estimated reliably and its realization is probable. In evaluating these criteria, we consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs and the objective evidence available to support the claim. We include award or incentive fees in the estimated transaction price when there is a basis to reasonably estimate the amount of the fee. These estimates are based on historical award experience, anticipated performance and our best judgment at the time. Because of our certainty in estimating these amounts, they are included in the transaction price of our contracts and the associated remaining performance obligations.

As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract-related estimates regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date on a contract is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the period it is identified.

The impact of adjustments in contract estimates on our operating earnings can be reflected in either operating costs and expenses or revenue. The aggregate impact of adjustments in contract estimates increased our revenue, operating earnings and diluted earnings per share as follows:



	Three Months Ended				Six Months Ended
	June 30, 2019		July 1, 2018		June 30, 2019		July 1, 2018
Revenue	$	72	$	91	$	168	$	206
Operating earnings	71		83		139		180
Diluted earnings per share	$	0.19	$	0.22	$	0.38	$	0.47

Three Months Ended March 31, 2019 April 1, 2018
Revenue $ 96
$ 115
Operating earnings 68
97
Diluted earnings per share $ 0.18
$ 0.25

No adjustment on any one contract was material to the unaudited Consolidated Financial Statements for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2019, or ~~April~~July 1, 2018.

Revenue by Category. Our portfolio of products and services consists of approximately 11,000 active contracts. The following series of tables presents our revenue disaggregated by several categories.

Revenue by major products and services was as follows:



	Three Months Ended				Six Months Ended
	June 30, 2019		July 1, 2018		June 30, 2019		July 1, 2018
Aircraft manufacturing and completions	$	1,597	$	1,362	$	3,288	$	2,728
Aircraft services	537		531		1,044		982
Pre-owned aircraft	2		2		44		10
Total Aerospace	2,136		1,895		4,376		3,720
Military vehicles	1,090		990		2,224		1,946
Weapons systems, armament and munitions	461		443		862		826
Engineering and other services	108		101		209		202
Total Combat Systems	1,659		1,534		3,295		2,974
IT services	2,158		2,442		4,327		3,580
Total Information Technology	2,158		2,442		4,327		3,580
C4ISR solutions	1,277		1,147		2,435		2,245
Total Mission Systems	1,277		1,147		2,435		2,245
Nuclear-powered submarines	1,538		1,438		2,915		2,734
Surface ships	528		473		974		956
Repair and other services	259		257		494		512
Total Marine Systems	2,325		2,168		4,383		4,202
Total revenue	$	9,555	$	9,186	$	18,816	$	16,721

Three Months Ended March 31, 2019 April 1, 2018
Aircraft manufacturing and completions $ 1,691
$ 1,366
Aircraft services 507
451
Pre-owned aircraft 42
8
Total Aerospace 2,240

1,825
Military vehicles 1,134
956
Weapons systems, armament and munitions 401
383
Engineering and other services 101
101
Total Combat Systems 1,636

1,440
Information technology services 2,169
1,138
Total Information Technology 2,169

1,138
C4ISR* solutions 1,158
1,098
Total Mission Systems 1,158

1,098
Nuclear-powered submarines 1,377
1,296
Surface ships 446
483
Repair and other services 235
255
Total Marine Systems 2,058

2,034
Total revenue $ 9,261

$ 7,535

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

Revenue by contract type was as follows:



Three Months Ended June 30, 2019	Aerospace		Combat Systems		Information Technology		Mission Systems		Marine Systems		Total Revenue
Fixed-price	$	1,925	$	1,427	$	875	$	752	$	1,575	$	6,554
Cost-reimbursement	—		221		858		484		745		2,308
Time-and-materials	211		11		425		41		5		693
Total revenue	$	2,136	$	1,659	$	2,158	$	1,277	$	2,325	$	9,555
Three Months Ended July 1, 2018
Fixed-price	$	1,696	$	1,330	$	1,059	$	658	$	1,372	$	6,115
Cost-reimbursement	—		197		930		451		795		2,373
Time-and-materials	199		7		453		38		1		698
Total revenue	$	1,895	$	1,534	$	2,442	$	1,147	$	2,168	$	9,186


Three Months Ended March 31, 2019	Aerospace		Combat Systems		Information Technology		Mission Systems		Marine Systems		Total Revenue
Six Months Ended June 30, 2019													Aerospace		Combat Systems		Information Technology		Mission Systems		Marine Systems		Total Revenue
Fixed-price	$	2,040	$	1,416	$	921	$	651	$	1,416	$	6,444	$	3,965	$	2,843	$	1,796	$	1,403	$	2,991	$	12,998
Cost-reimbursement	—		211		841		463		640		2,155		—		432		1,699		947		1,385		4,463
Time-and-materials	200		9		407		44		2		662		411		20		832		85		7		1,355
Total revenue	2,240		1,636		2,169		1,158		2,058		9,261		$	4,376	$	3,295	$	4,327	$	2,435	$	4,383	$	18,816
Three Months Ended April 1, 2018
Six Months Ended July 1, 2018
Fixed-price	$	1,668	$	1,253	$	387	$	620	$	1,305	$	5,233	$	3,364	$	2,583	$	1,446	$	1,278	$	2,677	$	11,348
Cost-reimbursement	—		179		577		440		728		1,924		—		376		1,507		891		1,523		4,297
Time-and-materials	157		8		174		38		1		378		356		15		627		76		2		1,076
Total revenue	1,825		1,440		1,138		1,098		2,034		7,535		$	3,720	$	2,974	$	3,580	$	2,245	$	4,202	$	16,721

Our segments operate under fixed-price, cost-reimbursement and time-and-materials contracts. Our production contracts are primarily fixed-price. Under these contracts, we agree to perform a specific scope of work for a fixed amount. Contracts for research, engineering, repair and maintenance, and other services are typically cost-reimbursement or time-and-materials. Under cost-reimbursement contracts, the customer reimburses contract costs incurred and pays a fixed, incentive or award-based fee. These fees are determined

by our ability to achieve targets set in the contract, such as cost, quality, schedule and performance. Under time-and-materials contracts, the customer pays a fixed hourly rate for direct labor and generally reimburses us for the cost of materials.

Each of these contract types presents advantages and disadvantages. Typically, we assume more risk with fixed-price contracts. However, these types of contracts offer additional profits when we complete the work for less than originally estimated. Cost-reimbursement contracts generally subject us to lower risk. Accordingly, the associated base fees are usually lower than fees earned on fixed-price contracts. Under time-and-materials contracts, our profit may vary if actual labor-hour rates vary significantly from the negotiated rates. Also, because these contracts can provide little or no fee for managing material costs, the content mix can impact profitability.

Revenue by customer was as follows:



Three Months Ended June 30, 2019	Aerospace		Combat Systems		Information Technology		Mission Systems		Marine Systems		Total Revenue
U.S. government:
Department of Defense (DoD)	$	52	$	910	$	926	$	884	$	2,243	$	5,015
Non-DoD	—		3		1,178		133		1		1,315
Foreign Military Sales (FMS)	14		90		4		12		47		167
Total U.S. government	66		1,003		2,108		1,029		2,291		6,497
U.S. commercial	1,242		59		45		39		30		1,415
Non-U.S. government	141		587		5		181		2		916
Non-U.S. commercial	687		10		—		28		2		727
Total revenue	$	2,136	$	1,659	$	2,158	$	1,277	$	2,325	$	9,555
Three Months Ended July 1, 2018
U.S. government:
DoD	$	89	$	660	$	1,024	$	764	$	2,032	$	4,569
Non-DoD	—		3		1,339		130		1		1,473
FMS	19		83		7		14		39		162
Total U.S. government	108		746		2,370		908		2,072		6,204
U.S. commercial	917		58		41		36		91		1,143
Non-U.S. government	143		712		31		161		4		1,051
Non-U.S. commercial	727		18		—		42		1		788
Total revenue	$	1,895	$	1,534	$	2,442	$	1,147	$	2,168	$	9,186


Three Months Ended March 31, 2019	Aerospace		Combat Systems		Information Technology		Mission Systems		Marine Systems		Total Revenue
U.S. government:
Department of Defense (DoD)	$	123	$	793	$	950	$	784	$	1,975	$	4,625
Non-DoD	—		3		1,166		135		—		1,304
Foreign Military Sales (FMS)	15		79		5		9		44		152
Total U.S. government	138		875		2,121		928		2,019		6,081
U.S. commercial	1,329		50		40		35		36		1,490
Non-U.S. government	59		701		8		166		2		936
Non-U.S. commercial	714		10		—		29		1		754
Total revenue	2,240		1,636		2,169		1,158		2,058		9,261
Three Months Ended April 1, 2018
Six Months Ended June 30, 2019													Aerospace		Combat Systems		Information Technology		Mission Systems		Marine Systems		Total Revenue
U.S. government:
DoD	$	41	$	607	$	433	$	742	$	1,950	$	3,773	$	175	$	1,703	$	1,850	$	1,668	$	4,218	$	9,614
Non-DoD	—		1		637		118		—		756		—		6		2,370		268		1		2,645
FMS	16		69		8		7		29		129		29		169		9		21		91		319
Total U.S. government	57		677		1,078		867		1,979		4,658		204		1,878		4,229		1,957		4,310		12,578
U.S. commercial	842		58		40		27		53		1,020		2,571		109		85		74		66		2,905
Non-U.S. government	10		697		20		172		2		901		200		1,288		13		347		4		1,852
Non-U.S. commercial	916		8		—		32		—		956		1,401		20		—		57		3		1,481
Total revenue	$	1,825	$	1,440	$	1,138	$	1,098	$	2,034	$	7,535	$	4,376	$	3,295	$	4,327	$	2,435	$	4,383	$	18,816
Six Months Ended July 1, 2018
U.S. government:
DoD													$	130	$	1,267	$	1,457	$	1,506	$	3,982	$	8,342
Non-DoD													—		4		1,976		248		1		2,229
FMS													35		152		15		21		68		291
Total U.S. government													165		1,423		3,448		1,775		4,051		10,862
U.S. commercial													1,759		116		81		63		144		2,163
Non-U.S. government													153		1,409		51		333		6		1,952
Non-U.S. commercial													1,643		26		—		74		1		1,744
Total revenue													$	3,720	$	2,974	$	3,580	$	2,245	$	4,202	$	16,721

Contract Balances. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheet. In our defense segments, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, we sometimes receive advances or deposits from our customers, particularly on our international contracts, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the Consolidated Balance Sheet on a contract-by-contract basis at the end of each reporting period. In our Aerospace segment, we generally receive deposits from customers upon contract execution and upon achievement of contractual milestones. These deposits are liquidated when revenue is recognized. Changes in the contract asset and liability balances during the

~~three-month~~ six-month period ended ~~March 31,~~June 30, 2019, were not materially impacted by any other factors except for the delays in payment on an international wheeled armored vehicle contract in our Combat Systems segment, which contributed to growth in contract assets as further discussed in Note G.

Revenue recognized for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2019, and ~~April~~July 1, 2018, that was included in the contract liability balance at the beginning of each year was ~~$1.7~~$1.2 billion and ~~$1.5~~$2.9 billion, and $1.1 billion and $2.6 billion, respectively. This revenue represented primarily the sale of business-jet aircraft.

D. EARNINGS PER SHARE

We compute basic earnings per share (EPS) using net earnings for the period and the weighted average number of common shares outstanding during the period. Basic weighted average shares outstanding have decreased in 2019 and 2018 due to share repurchases. See Note K for further discussion of our share repurchases. Diluted EPS incorporates the additional shares issuable upon the assumed exercise of stock options and the release of restricted stock and restricted stock units (RSUs).

Basic and diluted weighted average shares outstanding were as follows (in thousands):



	Three Months Ended		Six Months Ended
	June 30, 2019	July 1, 2018	June 30, 2019	July 1, 2018
Basic weighted average shares outstanding	288,099	296,153	288,008	296,276
Dilutive effect of stock options and restricted stock/RSUs*	2,716	3,986	2,816	4,318
Diluted weighted average shares outstanding	290,815	300,139	290,824	300,594

Three Months Ended March 31, 2019 April 1, 2018
Basic weighted average shares outstanding 287,917
296,399
Dilutive effect of stock options and restricted stock/RSUs* 2,974
4,705
Diluted weighted average shares outstanding 290,891
301,104

* Excludes outstanding options to purchase shares of common stock that had exercise prices in excess of the average market price of our common stock during the period and, therefore, the effect of including these options would be antidilutive. These options totaled ~~3,975~~5,396 and ~~517~~4,685 for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2019, and ~~April~~3,511 and 2,851 for the three- and six-month periods ended July 1, 2018, respectively.

E. FAIR VALUE

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between marketplace participants. Various valuation approaches can be used to determine fair value, each requiring different valuation inputs. The following hierarchy classifies the inputs used to determine fair value into three levels:

Level 1 - quoted prices in active markets for identical assets or liabilities;

Level 2 - inputs, other than quoted prices, observable by a marketplace participant either directly or indirectly; and

Level 3 - unobservable inputs significant to the fair value measurement.

We did not have any significant non-financial assets or liabilities measured at fair value on ~~March 31,~~June 30, 2019, or December 31, 2018.

Our financial instruments include cash and equivalents, accounts receivable and payable, marketable securities held in trust and other investments, short- and long-term debt, and derivative financial instruments. The carrying values of cash and equivalents and accounts receivable and payable on the unaudited Consolidated Balance Sheet approximate their fair value. The following tables present the fair values of our other financial assets and liabilities on ~~March 31,~~June 30, 2019, and December 31, 2018, and the basis for determining their fair values:



	Carrying Value			Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Financial Assets (Liabilities)	June 30, 2019
Measured at fair value:
Marketable securities held in trust:
Cash and equivalents	$	3		$	3		$	—	$	3		$	—
Available-for-sale debt securities	141			141			—		141			—
Equity securities	50			50			50		—			—
Other investments	4			4			—		—			4
Cash flow hedges	(19		)	(19		)	—		(19		)	—
Measured at amortized cost:
Short- and long-term debt principal	(14,026		)	(14,276		)	—		(14,276		)	—

Carrying
Value

Fair
Value

Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs
(Level 2)

Significant Unobservable Inputs
(Level 3)
Financial Assets (Liabilities) March 31, 2019
Measured at fair value:
    Marketable securities held in trust:
        Cash and equivalents $ 6
$ 6
$ —
$ 6
$ —
        Available-for-sale debt securities 143
143
—
143
—
        Equity securities 50
50
50
—
—
    Other investments 4
4
—
—
4
    Cash flow hedges (61 ) (61 ) —
(61 ) —
Measured at amortized cost:
    Short- and long-term debt principal (13,646 ) (13,704 ) —
(13,704 ) —



	December 31, 2018
Measured at fair value:
Marketable securities held in trust:
Cash and equivalents	$	29		$	29		$	23	$	6		$	—
Available-for-sale debt securities	121			121			—		121			—
Equity securities	52			52			52		—			—
Other investments	4			4			—		—			4
Cash flow hedges	(69		)	(69		)	—		(69		)	—
Measured at amortized cost:
Short- and long-term debt principal	(12,518		)	(12,346		)	—		(12,346		)	—

December 31, 2018
Measured at fair value:
    Marketable securities held in trust:
        Cash and equivalents $ 29
$ 29
$ 23
$ 6
$ —
        Available-for-sale debt securities 121
121
—
121
—
        Equity securities 52
52
52
—
—
    Other investments 4
4
—
—
4
    Cash flow hedges (69 ) (69 ) —
(69 ) —
Measured at amortized cost:
    Short- and long-term debt principal (12,518 ) (12,346 ) —
(12,346 ) —

Our Level 1 assets include investments in publicly traded equity securities valued using quoted prices from the market exchanges. The fair value of our Level 2 assets and liabilities is determined under a market approach using valuation models that incorporate observable inputs such as interest rates, bond yields and quoted prices for similar assets. Our Level 3 assets include direct private equity investments that are measured using inputs unobservable to a marketplace participant.

F. INCOME TAXES

Net Deferred Tax Liability. Our deferred tax assets and liabilities are included in other noncurrent assets and liabilities on the Consolidated Balance Sheet. Our net deferred tax liability consisted of the following:



	June 30, 2019			December 31, 2018
Deferred tax asset	$	37		$	38
Deferred tax liability	(570		)	(577		)
Net deferred tax liability	$	(533	)	$	(539	)

March 31, 2019 December 31, 2018
Deferred tax asset $ 39
$ 38
Deferred tax liability (544 ) (577 )
Net deferred tax liability $ (505 ) $ (539 )

Tax Uncertainties. For all periods open to examination by tax authorities, we periodically assess our liabilities and contingencies based on the latest available information. Where we believe there is more than a 50% chance that our tax position will not be sustained, we record our best estimate of the resulting tax liability, including interest, in the Consolidated Financial Statements. We include any interest or penalties

incurred in connection with income taxes as part of income tax expense. The total amount of these tax liabilities on ~~March 31,~~June 30, 2019, was not material to our results of operations, financial condition or cash flows.

We participate in the Internal Revenue Service (IRS) Compliance Assurance Process (CAP), a real-time audit of our consolidated federal corporate income tax return. The IRS has examined our consolidated federal income tax returns through 2017. We do not expect the resolution of tax matters for open years to have a material impact on our results of operations, financial condition, cash flows or effective tax rate.

Based on all known facts and circumstances and current tax law, we believe the total amount of any unrecognized tax benefits on ~~March 31,~~June 30, 2019, was not material to our results of operations, financial condition or cash flows, and if recognized, would not have a material impact on our effective tax rate. In addition, there are no tax positions for which it is reasonably possible that the unrecognized tax benefits will vary significantly over the next 12 months, producing, individually or in the aggregate, a material effect on our results of operations, financial condition or cash flows.

G. UNBILLED RECEIVABLES

Unbilled receivables represent revenue recognized on long-term contracts (contract costs and estimated profits) less associated advances and progress billings. These amounts will be billed in accordance with the agreed-upon contractual terms. Unbilled receivables consisted of the following:



	June 30, 2019			December 31, 2018
Unbilled revenue	$	31,643		$	27,908
Advances and progress billings	(24,089		)	(21,332		)
Net unbilled receivables	$	7,554		$	6,576

March 31, 2019 December 31, 2018
Unbilled revenue $ 30,497
$ 27,908
Advances and progress billings (23,130 ) (21,332 )
Net unbilled receivables $ 7,367

$ 6,576

The increase in net unbilled receivables during the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2019, was due primarily to an international wheeled armored vehicle contract in our Combat Systems segment. At ~~March 31,~~June 30, 2019, the net unbilled receivable related to this contract was ~~$2.2~~$2.4 billion. Our contract is with the Canadian government, who is selling the vehicles to an international customer. We have experienced delays in payment under the contract. We continue to meet our obligations under the contract and are entitled to payment for work performed. Therefore, we expect to collect the full amount currently outstanding.

H.INVENTORIES

The majority of our inventories are for business-jet aircraft. Our inventories are stated at the lower of cost or net realizable value. Work in process represents largely labor, material and overhead costs associated with aircraft in the manufacturing process and is based primarily on the estimated average unit cost in a production lot. Raw materials are valued primarily on the first-in, first-out method. We record pre-owned aircraft acquired in connection with the sale of new aircraft at the lower of the trade-in value or the estimated net realizable value.

Inventories consisted of the following:



	June 30, 2019		December 31, 2018
Work in process	$	4,749	$	4,357
Raw materials	1,587		1,504
Finished goods	25		33
Pre-owned aircraft	119		83
Total inventories	$	6,480	$	5,977

March 31, 2019 December 31, 2018
Work in process $ 4,510
$ 4,357
Raw materials 1,535
1,504
Finished goods 45
33
Pre-owned aircraft 95
83
Total inventories $ 6,185
$ 5,977

The increase in total inventories during the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2019, was due primarily to the ramp-up in production of the new G600 aircraft in our Aerospace ~~segment,~~segment. We received both type and production certification from the U.S. Federal Aviation Administration (FAA) for ~~which~~the G600 aircraft in June 2019, and we are anticipating ~~FAA type certification and entry into service~~deliveries of the newly-certified aircraft to begin in the third quarter of 2019.

I. DEBT

Debt consisted of the following:



		June 30, 2019		December 31, 2018
Fixed-rate notes due:	Interest rate:
May 2020	2.875%	$	2,000	$	2,000
May 2021	3.000%	2,000		2,000
July 2021	3.875%	500		500
November 2022	2.250%	1,000		1,000
May 2023	3.375%	750		750
August 2023	1.875%	500		500
November 2024	2.375%	500		500
May 2025	3.500%	750		750
August 2026	2.125%	500		500
November 2027	2.625%	500		500
May 2028	3.750%	1,000		1,000
November 2042	3.600%	500		500
Floating-rate notes due:
May 2020	3-month LIBOR + 0.29%	500		500
May 2021	3-month LIBOR + 0.38%	500		500
Commercial paper	2.482%	2,250		850
Other	Various	276		168
Total debt principal		14,026		12,518
Less unamortized debt issuance costs and discounts		91		101
Total debt		13,935		12,417
Less current portion		4,960		973
Long-term debt		$	8,975	$	11,444

March 31, 2019 December 31, 2018
Fixed-rate notes due: Interest rate:
May 2020 2.875% $ 2,000
$ 2,000
May 2021 3.000% 2,000
2,000
July 2021 3.875% 500
500
November 2022 2.250% 1,000
1,000
May 2023 3.375% 750
750
August 2023 1.875% 500
500
November 2024 2.375% 500
500
May 2025 3.500% 750
750
August 2026 2.125% 500
500
November 2027 2.625% 500
500
May 2028 3.750% 1,000
1,000
November 2042 3.600% 500
500
Floating-rate notes due:
May 2020 3-month LIBOR + 0.29% 500
500
May 2021 3-month LIBOR + 0.38% 500
500
Commercial paper 2.516% 1,865
850
Other Various 281
168
Total debt principal 13,646
12,518
Less unamortized debt issuance costs
and discounts
98
101
Total debt 13,548
12,417
Less current portion 2,097
973
Long-term debt $ 11,451
$ 11,444

Our fixed- and floating-rate notes are fully and unconditionally guaranteed by several of our 100%-owned subsidiaries. See Note Q for condensed consolidating financial statements. We have the option to

redeem the fixed-rate notes prior to their maturity in whole or in part for the principal plus any accrued but unpaid interest and applicable make-whole amounts.

On ~~March 31,~~June 30, 2019, we had ~~$1.9~~$2.3 billion of commercial paper outstanding with a dollar-weighted average interest rate of ~~2.516%~~2.482%. We have $5 billion in committed bank credit facilities to support our commercial paper issuances and for general corporate purposes and working capital ~~needs and to support our commercial paper issuances.~~needs. These credit facilities include a $2 billion 364-day facility expiring in March 2020, a $1 billion multi-year facility expiring in November 2020 and a $2 billion multi-year facility expiring in March 2023. We may renew or replace these credit facilities in whole or in part at or prior to their expiration dates. Our credit facilities are guaranteed by several of our 100%-owned subsidiaries. We also have an effective shelf registration on file with the Securities and Exchange Commission that allows us to access the debt markets.

Our financing arrangements contain a number of customary covenants and restrictions. We were in compliance with all covenants and restrictions on ~~March 31,~~June 30, 2019.

J. OTHER LIABILITIES

A summary of significant other liabilities by balance sheet caption follows:


	March 31, 2019		December 31, 2018		June 30, 2019		December 31, 2018

Salaries and wages	$	811	$	952	$	897	$	952
Workers’ compensation					267		244
Retirement benefits	267		272		265		272
Operating lease liabilities	255		—		240		—
Workers’ compensation	248		244
Fair value of cash flow hedges	102		141		79		141
Other (a)	1,899		1,708		1,732		1,708
Total other current liabilities	$	3,582	$	3,317	$	3,480	$	3,317

Retirement benefits	$	4,334	$	4,422	$	4,241	$	4,422
Operating lease liabilities	1,129		—		1,112		—
Customer deposits on commercial contracts	678		726		630		726
Deferred income taxes	544		577		570		577
Other (b)	1,714		1,768		1,655		1,768
Total other liabilities	$	8,399	$	7,493	$	8,208	$	7,493

(a)Consists primarily of dividends payable, taxes payable, environmental remediation reserves, warranty reserves, deferred revenue and supplier contributions in the Aerospace segment, liabilities of discontinued operations, finance lease liabilities and insurance-related costs.

(b)Consists primarily of warranty reserves, workers’ compensation liabilities, finance lease liabilities and liabilities of discontinued operations.

K. SHAREHOLDERS’ EQUITY

Share Repurchases. Our board of directors from time to time authorizes management’s repurchase of outstanding shares of our common stock on the open market. On December 5, 2018, the board of directors authorized management to repurchase up to 10 million additional shares of the company’s outstanding stock. In the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2019, we repurchased ~~0.5~~1.1 million of our outstanding shares for ~~$86.~~$184. On ~~March 31,~~June 30, 2019, 76.4 million shares remained authorized by our board of directors for repurchase, approximately 2% of our total shares outstanding. We repurchased ~~1.2~~2.1 million shares for ~~$257~~$436 in the ~~three-month~~six-month period ended ~~April~~July 1, 2018.

Dividends per Share. Our board of directors declared dividends of $1.02 and ~~$0.93~~$2.04 per share for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2019, and ~~April~~$0.93 and $1.86 per share for the three- and six-month periods ended July 1, 2018, respectively. We paid cash dividends of ~~$268~~$295 and ~~$250~~$563 for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2019, and ~~April~~$276 and $526 for the three- and six-month periods ended July 1, 2018, respectively.

Accumulated Other Comprehensive Loss. The changes, pretax and net of tax, in each component of accumulated other comprehensive loss (AOCL) consisted of the following:



	Losses on Cash Flow Hedges			Unrealized Gains on Marketable Securities		Foreign Currency Translation Adjustments		Changes in Retirement Plans’ Funded Status			AOCL
December 31, 2018	$	(71	)	$	—	$	102	$	(3,809	)	$	(3,778	)
Other comprehensive income, pretax	68			—		156		122			346
Provision for income tax, net	(16		)	—		—		(28		)	(44		)
Other comprehensive income, net of tax	52			—		156		94			302
June 30, 2019	$	(19	)	$	—	$	258	$	(3,715	)	$	(3,476	)

Losses on Cash Flow Hedges Unrealized Gains on Marketable Securities Foreign Currency Translation Adjustments Changes in Retirement Plans’ Funded Status AOCL
December 31, 2018 $ (71 ) $ —
$ 102
$ (3,809 ) $ (3,778 )
Other comprehensive income, pretax 17
—
31
63
111
Provision for income tax, net (2 ) —
—
(14 ) (16 )
Other comprehensive income, net of tax 15
—
31
49
95
March 31, 2019 $ (56 ) $ —
$ 133
$ (3,760 ) $ (3,683 )



December 31, 2017	$	(94	)	$	19		$	402		$	(3,147	)	$	(2,820	)
Cumulative-effect adjustments*	(4		)	(19		)	—			(615		)	(638		)
Other comprehensive loss, pretax	(21		)	—			(215		)	163			(73		)
Provision for income tax, net	7			—			—			(34		)	(27		)
Other comprehensive loss, net of tax	(14		)	—			(215		)	129			(100		)
July 1, 2018	$	(112	)	$	—		$	187		$	(3,633	)	$	(3,558	)

December 31, 2017 $ (94 ) $ 19
$ 402
$ (3,147 ) $ (2,820 )
Cumulative effect adjustments* (4 ) (19 ) —
(615 ) (638 )
Other comprehensive income, pretax (3 ) —
1
84
82
Provision for income tax, net 1
—
—
(16 ) (15 )
Other comprehensive income, net of tax (2 ) —
1
68
67
April 1, 2018 $ (100 ) $ —
$ 403
$ (3,694 ) $ (3,391 )

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

Current-period amounts reclassified out of AOCL related primarily to changes in our retirement plans’ funded status and consisted of pretax recognized net actuarial losses of ~~$68~~$136 and ~~$95~~$187 for the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2019, and ~~April~~July 1, 2018, respectively. This was offset partially by pretax amortization of prior service credit of $5$11 and ~~$12~~$24 for the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2019, and ~~April~~July 1, 2018, respectively. These AOCL components are included in our net periodic pension and other post-retirement benefit cost. See Note O for additional details.

L. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

We are exposed to market risk, primarily from foreign currency exchange rates, interest rates, commodity prices and investments. We may use derivative financial instruments to hedge some of these risks as described below. We do not use derivative financial instruments for trading or speculative purposes.

Foreign Currency Risk. Our foreign currency exchange rate risk relates to receipts from customers, payments to suppliers and inter-company transactions denominated in foreign currencies. To the extent possible, we include terms in our contracts that are designed to protect us from this risk. Otherwise, we enter into derivative financial instruments, principally foreign currency forward purchase and sale contracts, designed to offset and minimize our risk. The dollar-weighted two-year average maturity of these instruments generally matches the duration of the activities that are at risk.

Interest Rate Risk. Our financial instruments subject to interest rate risk include variable-rate commercial paper and fixed- and floating-rate long-term debt obligations. We entered into derivative financial instruments, specifically interest rate swap contracts, to eliminate our floating-rate interest risk. The interest rate risk associated with our financial instruments is not material.

Commodity Price Risk. We are subject to rising labor and commodity price risk, primarily on long-term, fixed-price contracts. To the extent possible, we include terms in our contracts that are designed to protect us from these risks. Some of the protective terms included in our contracts are considered derivative financial instruments but are not accounted for separately, because they are clearly and closely related to the host contract. We have not entered into any material commodity hedging contracts but may do so as circumstances warrant. We do not believe that changes in labor or commodity prices will have a material impact on our results of operations or cash flows.

Investment Risk. Our investment policy allows for purchases of fixed-income securities with an investment-grade rating and a maximum maturity of up to five years. On ~~March~~June 30, 2019, and December 31, ~~2019,~~2018, we held ~~$673~~$702 and $963 in cash and equivalents, respectively, but held no marketable securities other than those held in trust to meet some of our obligations under workers’ compensation and non-qualified supplemental executive retirement plans. On ~~March 31,~~June 30, 2019, and December 31, 2018, these marketable securities totaled ~~$199~~$194 and $202, respectively, and were reflected at fair value on the ~~unaudited~~ Consolidated Balance Sheet in other current and noncurrent assets. See Note E for additional details.

Hedging Activities. We had notional forward exchange and interest rate swap contracts outstanding of ~~$4.6~~$4.8 billion and $5.8 billion on ~~March 31,~~June 30, 2019, and December 31, 2018, respectively. These derivative financial instruments are cash flow hedges, and are reflected at fair value on the Consolidated Balance Sheet in other current assets and liabilities. See Note E for additional details.

Changes in fair value (gains and losses) related to derivative financial instruments that qualify as cash flow hedges are deferred in AOCL until the underlying transaction is reflected in earnings. Alternatively, gains and losses on derivative financial instruments that do not qualify for hedge accounting are recorded each period in earnings. All gains and losses from derivative financial instruments recognized in the Consolidated Statement of Earnings are presented in the same line item as the underlying transaction, either operating costs and expenses or interest expense.

Net gains and losses recognized in earnings on derivative financial instruments that do not qualify for hedge accounting were not material to our results of operations for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2019, and ~~April~~July 1, 2018. Net gains and losses reclassified to earnings from AOCL related to qualified hedges also were not material to our results of operations for the ~~three-month~~three- and six-month periods ended ~~March 31,~~ June 30,

2019, and

~~April~~ July 1, 2018, and we do not expect the amount of these gains and losses that will be reclassified to earnings during the next 12 months to be material.

We had no material derivative financial instruments designated as fair value or net investment hedges on ~~March 31,~~June 30, 2019, or December 31, 2018.

Foreign Currency Financial Statement Translation. We translate foreign currency balance sheets from our international businesses’ functional currency (generally the respective local currency) to U.S. dollars at the end-of-period exchange rates, and statements of earnings at the average exchange rates for each period. The resulting foreign currency translation adjustments are a component of AOCL.

We do not hedge the fluctuation in reported revenue and earnings resulting from the translation of these international operations’ results into U.S. dollars. The impact of translating our non-U.S. operations’ revenue into U.S. dollars was not material to our results of operations for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2019, or ~~April~~July 1, 2018. In addition, the effect of changes in foreign exchange rates on non-U.S. cash balances was not material for the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2019, and ~~April~~July 1, 2018.

M. COMMITMENTS AND CONTINGENCIES

Litigation

In 2015, Electric Boat Corporation, a subsidiary of General Dynamics Corporation, received a Civil Investigative Demand from the U.S. Department of Justice regarding an investigation of potential False Claims Act violations relating to alleged failures of Electric Boat’s quality system with respect to allegedly non-conforming parts purchased from a supplier. In 2016, Electric Boat was made aware that it is a defendant in a lawsuit related to this matter filed under seal in U.S. district court. Also in 2016, the Suspending and Debarring Official for the U.S. Department of the Navy issued a Show Cause Letter to Electric Boat requesting that Electric Boat respond to the official’s concerns regarding Electric Boat’s oversight and management with respect to its quality assurance systems for subcontractors and suppliers. Electric Boat responded to the Show Cause Letter and has been engaged in discussions with the U.S. government. Given the current status of these matters, we are unable to express a view regarding the ultimate outcome or, if the outcome is adverse, to estimate an amount or range of reasonably possible loss. Depending on the outcome of these matters, there could be a material impact on our results of operations, financial condition and cash flows.

Additionally, various other claims and legal proceedings incidental to the normal course of business are pending or threatened against us. These other matters relate to such issues as government investigations and claims, the protection of the environment, asbestos-related claims and employee-related matters. The nature of litigation is such that we cannot predict the outcome of these other matters. However, based on information currently available, we believe any potential liabilities in these other proceedings, individually or in the aggregate, will not have a material impact on our results of operations, financial condition or cash flows.

Environmental

We are subject to and affected by a variety of federal, state, local and foreign environmental laws and regulations. We are directly or indirectly involved in environmental investigations or remediation at some of our current and former facilities and third-party sites that we do not own but where we have been designated a Potentially Responsible Party (PRP) by the U.S. Environmental Protection Agency or a state environmental agency. Based on historical experience, we expect that a significant percentage of the total remediation and compliance costs associated with these facilities will continue to be allowable contract costs and, therefore, recoverable under U.S. government contracts.

As required, we provide financial assurance for certain sites undergoing or subject to investigation or remediation. We accrue environmental costs when it is probable that a liability has been incurred and the amount can be reasonably estimated. Where applicable, we seek insurance recovery for costs related to environmental liabilities. We do not record insurance recoveries before collection is considered probable. Based on all known facts and analyses, we do not believe that our liability at any individual site, or in the aggregate, arising from such environmental conditions will be material to our results of operations, financial condition or cash flows. We also do not believe that the range of reasonably possible additional loss beyond what has been recorded would be material to our results of operations, financial condition or cash flows.

Other

Government Contracts. As a government contractor, we are subject to U.S. government audits and investigations relating to our operations, including claims for fines, penalties, and compensatory and treble damages. We believe the outcome of such ongoing government audits and investigations will not have a material impact on our results of operations, financial condition or cash flows.

In the performance of our contracts, we routinely request contract modifications that require additional funding from the customer. Most often, these requests are due to customer-directed changes in the scope of work. While we are entitled to recovery of these costs under our contracts, the administrative process with our customer may be protracted. Based on the circumstances, we periodically file requests for equitable adjustment (REAs) that are sometimes converted into claims. In some cases, these requests are disputed by our customer. We believe our outstanding modifications, REAs and other claims will be resolved without material impact to our results of operations, financial condition or cash flows.

Letters of Credit and Guarantees. In the ordinary course of business, we have entered into letters of credit, bank guarantees, surety bonds and other similar arrangements with financial institutions and insurance carriers totaling approximately $1.3 billion on ~~March 31,~~June 30, 2019. In addition, from time to time and in the ordinary course of business, we contractually guarantee the payment or performance of our subsidiaries arising under certain contracts.

Aircraft Trade-ins. In connection with orders for new aircraft in contract backlog, our Aerospace segment has outstanding options with some customers to trade in aircraft as partial consideration in their new-aircraft transaction. These trade-in commitments are generally structured to establish the fair market value of the trade-in aircraft at a date generally 45 or fewer days preceding delivery of the new aircraft to the customer. At that time, the customer is required to either exercise the option or allow its expiration. Other trade-in commitments are structured to guarantee a pre-determined trade-in value. These commitments present more risk in the event of an adverse change in market conditions. In either case, any excess of the pre-established trade-in price above the fair market value at the time the new aircraft is delivered is treated as a reduction of revenue in the new-aircraft sales transaction. As of ~~March 31,~~June 30, 2019, the estimated change in fair market values from the date of the commitments was not material.

Product Warranties. We provide warranties to our customers associated with certain product sales. We record estimated warranty costs in the period in which the related products are delivered. The warranty liability recorded at each balance sheet date is based generally on the number of months of warranty coverage remaining for the products delivered and the average historical monthly warranty payments. Warranty obligations incurred in connection with long-term production contracts are accounted for within the contract estimates at completion. Our other warranty obligations, primarily for business-jet aircraft, are included in other current and noncurrent liabilities on the Consolidated Balance Sheet.

The changes in the carrying amount of warranty liabilities for the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2019, and ~~April~~July 1, 2018, were as follows:



Six Months Ended	June 30, 2019			July 1, 2018
Beginning balance	$	480		$	467
Warranty expense	50			60
Payments	(37		)	(54		)
Adjustments	(11		)	(15		)
Ending balance	$	482		$	458

Three Months Ended March 31, 2019 April 1, 2018
Beginning balance $ 480
$ 467
Warranty expense 27
29
Payments (24 ) (25 )
Adjustments (1 ) (3 )
Ending balance $ 482
$ 468

N. LEASES

We determine at its inception whether an arrangement that provides us control over the use of an asset is a lease. We recognize at lease commencement a right-of-use (ROU) asset and lease liability based on the present value of the future lease payments over the lease term. We have elected not to recognize aan ROU asset and lease liability for leases with terms of 12 months or less. Certain of our leases include options to extend the term of the lease for up to 30 years or to terminate the lease within 1 year. When it is reasonably certain that we will exercise the option, we include the impact of the option in the lease term for purposes of determining total future lease payments. As most of our lease agreements do not explicitly state the discount rate implicit in the lease, we use our incremental borrowing rate on the commencement date to calculate the present value of future payments.

Our leases commonly include payments that are based on the Consumer Price Index (CPI) or other similar indices. These variable lease payments are included in the calculation of the ROU asset and lease liability. Other variable lease payments, such as usage-based amounts, are excluded from the ROU asset and lease liability, and are expensed as incurred. In addition to the present value of the future lease payments, the calculation of the ROU asset also includes any deferred rent, lease pre-payments and initial direct costs of obtaining the lease, such as commissions.

In addition to the base rent, real estate leases typically contain provisions for common-area maintenance and other similar services, which are considered non-lease components for accounting purposes. For our real estate leases, we apply a practical expedient to include these non-lease components in calculating the ROU asset and lease liability. For all other types of leases, non-lease components are excluded from our ROU assets and lease liabilities and expensed as incurred.

Our leases are for office space, manufacturing facilities, and machinery and equipment. Real estate represents over 75% of our lease obligations.

The components of lease costs were as follows:



	Three Months Ended			Six Months Ended
	June 30, 2019			June 30, 2019
Finance lease cost:
Amortization of right-of-use assets	$	22		$	43
Interest on lease liabilities	7			12
Operating lease cost	78			164
Short-term lease cost	19			32
Variable lease cost	1			2
Sublease income	(4		)	(8		)
Total lease costs, net	$	123		$	245

Three Months Ended March 31, 2019
Finance lease cost
Amortization of right-of-use assets $ 21
Interest on lease liabilities 7
Operating lease cost 86
Short-term lease cost 13
Sublease income (4 )
Total lease costs, net $ 123

Additional information related to leases was as follows:


Three Months Ended	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Six Months Ended				June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	88		$	166
Operating cash flows from finance leases	7			12
Financing cash flows from finance leases	16			29
Right-of-use assets obtained in exchange for lease liabilities
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	40			95
Finance leases	6			4
Weighted-average remaining lease term
Operating leases	11.0 years
Finance leases	5.6 years
Weighted-average discount rate
Operating leases	4		%
Finance leases	9		%

Additional quantitative lease information was as follows:



	June 30, 2019
Weighted-average remaining lease term:
Operating leases	10.8 years
Finance leases	5.4 years
Weighted-average discount rate:
Operating leases	4	%
Finance leases	9	%

The following is a reconciliation of future undiscounted cash flows to the operating and finance lease liabilities, and the related ROU assets, presented on ~~our~~the unaudited Consolidated Balance Sheet on ~~March 31,~~June 30, 2019:



Year Ended December 31	Operating Leases		Finance Leases
2019 (excluding the six months ended June 30, 2019)	$	155	$	44
2020	259		81
2021	214		75
2022	169		74
2023	126		28
Thereafter	762		66
Total future lease payments	1,685		368
Less imputed interest	333		72
Present value of future lease payments	1,352		296
Less current portion of lease liabilities	240		64
Long-term lease liabilities	$	1,112	$	232
ROU assets	$	1,280	$	338

Year Ended December 31 Operating Leases Finance Leases
2019 (excluding the three months ended March 31, 2019) $ 233
$ 67
2020 253
81
2021 208
74
2022 161
74
2023 122
29
Thereafter 722
66
Total future lease payments 1,699
391
Less imputed interest 315
81
Present value of future lease payments 1,384
310
Less current portion of lease liabilities 255
66
Long-term lease liabilities $ 1,129
$ 244
ROU assets $ 1,315
$ 357

Lease liabilities are included on ~~our~~the Consolidated Balance Sheet in current and noncurrent other liabilities, while ROU assets are included in noncurrent other assets.

~~As of March 31,~~On June 30, 2019, we ~~have~~had additional future payments on leases that ~~have~~had not yet commenced of $218. These leases will commence between 2019 and 2020, and have lease terms of 1 to 20 years.

As we have not restated prior-year information for our adoption of ASC Topic 842, the following presents our future minimum lease payments for operating leases and capital leases under ASC Topic 840 on December 31, 2018:



Year Ended December 31	Operating Leases		Capital Leases
2019	$	297	$	92
2020	234		84
2021	196		78
2022	154		79
2023	110		30
Thereafter	698		70
Total future minimum lease payments	$	1,689	433
Less amount representing interest	*		95
Less amount representing executory costs	*		19
Present value of net minimum lease payments	*		319
Less current maturities of capital lease liabilities	*		64
Noncurrent capital lease liabilities	*		$	255

* Not applicable for operating leases.

O. RETIREMENT PLANS

We provide defined-contribution benefits to eligible employees, as well as some remaining defined-benefit pension and other post-retirement benefits.

Net periodic defined-benefit pension and other post-retirement benefit cost (credit) for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2019, and ~~April~~July 1, 2018, consisted of the following:



	Pension Benefits						Other Post-retirement Benefits
Three Months Ended	June 30, 2019			July 1, 2018			June 30, 2019			July 1, 2018
Service cost	$	28		$	44		$	2		$	2
Interest cost	150			140			9			8
Expected return on plan assets	(228		)	(228		)	(9		)	(10		)
Recognized net actuarial loss (gain)	70			93			(2		)	(1		)
Amortization of prior service credit	(5		)	(11		)	(1		)	(1		)
Net periodic benefit cost (credit)	$	15		$	38		$	(1	)	$	(2	)
Six Months Ended
Service cost	$	56		$	90		$	4		$	5
Interest cost	300			254			18			16
Expected return on plan assets	(456		)	(407		)	(18		)	(19		)
Recognized net actuarial loss (gain)	140			189			(4		)	(2		)
Amortization of prior service credit	(9		)	(22		)	(2		)	(2		)
Net periodic benefit cost (credit)	$	31		$	104		$	(2	)	$	(2	)

Pension Benefits Other Post-retirement Benefits
Three Months Ended March 31, 2019 April 1, 2018 March 31, 2019 April 1, 2018
Service cost $ 28
$ 46
$ 2
$ 3
Interest cost 150
114
9
8
Expected return on plan assets (228 ) (179 ) (9 ) (9 )
Recognized net actuarial loss (gain) 70
96
(2 ) (1 )
Amortization of prior service credit (4 ) (11 ) (1 ) (1 )
Net periodic benefit cost (credit) $ 16
$ 66
$ (1 ) $ —

Beginning in 2019, we decreased the expected long-term rates of return on assets in our primary U.S. other post-retirement benefit plans by 100 basis points, following an assessment of the historical and expected long-term returns of our various asset classes.

Our contractual arrangements with the U.S. government provide for the recovery of contributions to our pension and other post-retirement benefit plans covering employees working in our defense segments.

For non-funded plans, our government contracts allow us to recover claims paid. Following payment, these recoverable amounts are allocated to contracts and billed to the customer in accordance with the Cost Accounting Standards (CAS) and specific contractual terms. For some of these plans, the cumulative pension and other post-retirement benefit cost exceeds the amount currently allocable to contracts. To the extent we consider recovery of the cost to be probable based on our backlog and probable follow-on contracts,

we defer the excess in other contract costs in other current assets on the Consolidated Balance Sheet until the cost is allocable to contracts. For other plans, the amount allocated to contracts and included in revenue has exceeded the plans’ cumulative benefit cost. We have similarly deferred recognition of these excess earnings on the Consolidated Balance Sheet.

P. SEGMENT INFORMATION

We have five operating ~~segments,~~segments: Aerospace, Combat Systems, Information Technology, Mission Systems and Marine Systems. We organize our segments in accordance with the nature of products and services offered. We measure each segment’s profitability based on operating earnings. As a result, we do not allocate net interest, other income and expense items, and income taxes to our segments.

Summary financial information for each of our segments follows:



	Revenue				Operating Earnings
Three Months Ended	June 30, 2019		July 1, 2018		June 30, 2019		July 1, 2018
Aerospace	$	2,136	$	1,895	$	331	$	386
Combat Systems	1,659		1,534		242		236
Information Technology	2,158		2,442		154		156
Mission Systems	1,277		1,147		162		153
Marine Systems	2,325		2,168		197		195
Corporate	—		—		4		(38		)
Total	$	9,555	$	9,186	$	1,090	$	1,088
Six Months Ended
Aerospace	$	4,376	$	3,720	$	659	$	732
Combat Systems	3,295		2,974		448		460
Information Technology	4,327		3,580		310		257
Mission Systems	2,435		2,245		310		299
Marine Systems	4,383		4,202		377		379
Corporate	—		—		—		(31		)
Total	$	18,816	$	16,721	$	2,104	$	2,096

Revenue Operating Earnings
Three Months Ended March 31, 2019 April 1, 2018 March 31, 2019 April 1, 2018
Aerospace $ 2,240
$ 1,825
$ 328
$ 346
Combat Systems 1,636
1,440
206
224
Information Technology 2,169
1,138
156
101
Mission Systems 1,158
1,098
148
146
Marine Systems 2,058
2,034
180
184
Corporate —
—
(4 ) 7
Total $ 9,261
$ 7,535
$ 1,014
$ 1,008

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. As described in Note O, 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.

Q. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The fixed- and floating-rate notes described in Note I are fully and unconditionally guaranteed on an unsecured, joint and several basis by several of our 100%-owned subsidiaries (the guarantors). The following condensed consolidating financial statements illustrate the composition of the parent, the guarantors on a combined basis (each guarantor together with its majority-owned subsidiaries) and all other subsidiaries on a combined basis.

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS (UNAUDITED)



Three Months Ended June 30, 2019	Parent			Guarantors on a Combined Basis			Other Subsidiaries on a Combined Basis			Consolidating Adjustments			Total Consolidated
Revenue	$	—		$	7,437		$	2,118		$	—		$	9,555
Cost of sales	21			(6,111		)	(1,779		)	—			(7,869		)
G&A	(19		)	(428		)	(149		)	—			(596		)
Operating earnings	2			898			190			—			1,090
Interest, net	(110		)	1			(10		)	—			(119		)
Other, net	(10		)	3			19			—			12
Earnings before income tax	(118		)	902			199			—			983
Provision for income tax, net	40			(173		)	(44		)	—			(177		)
Equity in net earnings of subsidiaries	884			—			—			(884		)	—
Net earnings	$	806		$	729		$	155		$	(884	)	$	806
Comprehensive income	$	1,013		$	733		$	315		$	(1,048	)	$	1,013
Three Months Ended July 1, 2018
Revenue	$	—		$	6,793		$	2,393		$	—		$	9,186
Cost of sales	9			(5,475		)	(2,020		)	—			(7,486		)
G&A	(45		)	(418		)	(149		)	—			(612		)
Operating earnings	(36		)	900			224			—			1,088
Interest, net	(94		)	(1		)	(8		)	—			(103		)
Other, net	(38		)	4			19			—			(15		)
Earnings before income tax	(168		)	903			235			—			970
Provision for income tax, net	43			(178		)	(49		)	—			(184		)
Equity in net earnings of subsidiaries	911			—			—			(911		)	—
Net earnings	$	786		$	725		$	186		$	(911	)	$	786
Comprehensive income	$	619		$	740		$	(41	)	$	(699	)	$	619

Three Months Ended March 31, 2019 Parent
Guarantors
on a
Combined
Basis
Other
Subsidiaries
on a
Combined
Basis
Consolidating
Adjustments
Total
Consolidated
Revenue $ —
$ 6,945
$ 2,316
$ —
$ 9,261
Cost of sales 18
(5,726 ) (1,925 ) —
(7,633 )
G&A (22 ) (419 ) (173 ) —
(614 )
Operating earnings (4 ) 800
218
—
1,014
Interest, net (107 ) —
(10 ) —
(117 )
Other, net (8 ) 4
22
—
18
Earnings before income tax (119 ) 804
230
—
915
Provision for income tax, net 31
(155 ) (46 ) —
(170 )
Equity in net earnings of subsidiaries 833
—
—
(833 ) —
Net earnings $ 745
$ 649
$ 184
$ (833 ) $ 745
Comprehensive income $ 840
$ 652
$ 237
$ (889 ) $ 840
Three Months Ended April 1, 2018
Revenue $ —
$ 6,484
$ 1,051
$ —
$ 7,535
Cost of sales 19
(5,202 ) (807 ) —
(5,990 )
G&A (13 ) (436 ) (88 ) —
(537 )
Operating earnings 6
846
156
—
1,008
Interest, net (26 ) —
(1 ) —
(27 )
Other, net (24 ) 1
2
—
(21 )
Earnings before income tax (44 ) 847
157
—
960
Provision for income tax, net 42
(165 ) (38 ) —
(161 )
Equity in net earnings of subsidiaries 801
—
—
(801 ) —
Net earnings $ 799
$ 682
$ 119
$ (801 ) $ 799
Comprehensive income $ 866
$ 685
$ 137
$ (822 ) $ 866

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS (UNAUDITED)



Six Months Ended June 30, 2019	Parent			Guarantors on a Combined Basis			Other Subsidiaries on a Combined Basis			Consolidating Adjustments			Total Consolidated
Revenue	$	—		$	14,382		$	4,434		$	—		$	18,816
Cost of sales	39			(11,837		)	(3,704		)	—			(15,502		)
G&A	(41		)	(847		)	(322		)	—			(1,210		)
Operating earnings	(2		)	1,698			408			—			2,104
Interest, net	(217		)	1			(20		)	—			(236		)
Other, net	(18		)	7			41			—			30
Earnings before income tax	(237		)	1,706			429			—			1,898
Provision for income tax, net	71			(328		)	(90		)	—			(347		)
Equity in net earnings of subsidiaries	1,717			—			—			(1,717		)	—
Net earnings	$	1,551		$	1,378		$	339		$	(1,717	)	$	1,551
Comprehensive income	$	1,853		$	1,385		$	552		$	(1,937	)	$	1,853
Six Months Ended July 1, 2018
Revenue	$	—		$	13,277		$	3,444		$	—		$	16,721
Cost of sales	28			(10,677		)	(2,827		)	—			(13,476		)
G&A	(58		)	(854		)	(237		)	—			(1,149		)
Operating earnings	(30		)	1,746			380			—			2,096
Interest, net	(120		)	(1		)	(9		)	—			(130		)
Other, net	(62		)	5			21			—			(36		)
Earnings before income tax	(212		)	1,750			392			—			1,930
Provision for income tax, net	85			(343		)	(87		)	—			(345		)
Equity in net earnings of subsidiaries	1,712			—			—			(1,712		)	—
Net earnings	$	1,585		$	1,407		$	305		$	(1,712	)	$	1,585
Comprehensive income	$	1,485		$	1,425		$	96		$	(1,521	)	$	1,485

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)



June 30, 2019	Parent			Guarantors on a Combined Basis			Other Subsidiaries on a Combined Basis			Consolidating Adjustments			Total Consolidated

ASSETS
Current assets:
Cash and equivalents	$	243		$	—		$	459		$	—		$	702
Accounts receivable	—			1,260			2,413			—			3,673
Unbilled receivables	—			2,864			4,690			—			7,554
Inventories	—			6,350			130			—			6,480
Other current assets	(59		)	648			559			—			1,148
Total current assets	184			11,122			8,251			—			19,557
Noncurrent assets:
Property, plant and equipment (PP&E)	302			7,327			1,609			—			9,238
Accumulated depreciation of PP&E	(87		)	(4,175		)	(885		)	—			(5,147		)
Intangible assets, net	—			230			2,227			—			2,457
Goodwill	—			7,960			11,702			—			19,662
Other assets	194			1,015			1,098			—			2,307
Net investment in subsidiaries	27,981			—			—			(27,981		)	—
Total noncurrent assets	28,390			12,357			15,751			(27,981		)	28,517
Total assets	$	28,574		$	23,479		$	24,002		$	(27,981	)	$	48,074

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	4,741		$	—		$	219		$	—		$	4,960
Customer advances and deposits	—			4,194			2,520			—			6,714
Other current liabilities	564			4,036			1,740			—			6,340
Total current liabilities	5,305			8,230			4,479			—			18,014
Noncurrent liabilities:
Long-term debt	8,918			42			15			—			8,975
Other liabilities	1,474			4,583			2,151			—			8,208
Total noncurrent liabilities	10,392			4,625			2,166			—			17,183
Total shareholders’ equity	12,877			10,624			17,357			(27,981		)	12,877
Total liabilities and shareholders’ equity	$	28,574		$	23,479		$	24,002		$	(27,981	)	$	48,074

March 31, 2019 Parent
Guarantors
on a
Combined
Basis
Other
Subsidiaries
on a
Combined
Basis
Consolidating
Adjustments
Total
Consolidated

ASSETS
Current assets:
Cash and equivalents $ 329
$ —
$ 344
$ —
$ 673
Accounts receivable —
1,253
2,465
—
3,718
Unbilled receivables —
2,985
4,382
—
7,367
Inventories —
6,067
118
—
6,185
Other current assets (43 ) 445
522
—
924
Total current assets 286
10,750
7,831
—
18,867
Noncurrent assets:
Property, plant and equipment (PP&E) 288
7,263
1,594
—
9,145
Accumulated depreciation of PP&E (85 ) (4,138 ) (868 ) —
(5,091 )
Intangible assets, net —
241
2,277
—
2,518
Goodwill —
8,036
11,632
—
19,668
Other assets 207
1,052
1,100
—
2,359
Net investment in subsidiaries 27,050
—
—
(27,050 ) —
Total noncurrent assets 27,460
12,454
15,735
(27,050 ) 28,599
Total assets $ 27,746
$ 23,204
$ 23,566
$ (27,050 ) $ 47,466

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt $ 1,863
$ —
$ 234
$ —
$ 2,097
Customer advances and deposits —
4,245
2,450
—
6,695
Other current liabilities 691
4,000
1,899
—
6,590
Total current liabilities 2,554
8,245
4,583
—
15,382
Noncurrent liabilities:
Long-term debt 11,405
39
7
—
11,451
Other liabilities 1,553
4,656
2,190
—
8,399
Total noncurrent liabilities 12,958
4,695
2,197
—
19,850
Total shareholders’ equity 12,234
10,264
16,786
(27,050 ) 12,234
Total liabilities and shareholders’ equity $ 27,746
$ 23,204
$ 23,566
$ (27,050 ) $ 47,466

CONDENSED CONSOLIDATING BALANCE SHEET



December 31, 2018	Parent			Guarantors on a Combined Basis			Other Subsidiaries on a Combined Basis			Consolidating Adjustments			Total Consolidated

ASSETS
Current assets:
Cash and equivalents	$	460		$	—		$	503		$	—		$	963
Accounts receivable	—			1,171			2,588			—			3,759
Unbilled receivables	—			2,758			3,818			—			6,576
Inventories	—			5,855			122			—			5,977
Other current assets	(45		)	441			518			—			914
Total current assets	415			10,225			7,549			—			18,189
Noncurrent assets:
PP&E	273			7,177			1,522			—			8,972
Accumulated depreciation of PP&E	(83		)	(4,071		)	(840		)	—			(4,994		)
Intangible assets, net	—			251			2,334			—			2,585
Goodwill	—			8,031			11,563			—			19,594
Other assets	195			274			593			—			1,062
Net investment in subsidiaries	25,313			—			—			(25,313		)	—
Total noncurrent assets	25,698			11,662			15,172			(25,313		)	27,219
Total assets	$	26,113		$	21,887		$	22,721		$	(25,313	)	$	45,408

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	850		$	—		$	123		$	—		$	973
Customer advances and deposits	—			4,541			2,729			—			7,270
Other current liabilities	552			3,944			2,000			—			6,496
Total current liabilities	1,402			8,485			4,852			—			14,739
Noncurrent liabilities:
Long-term debt	11,398			39			7			—			11,444
Other liabilities	1,581			4,073			1,839			—			7,493
Total noncurrent liabilities	12,979			4,112			1,846			—			18,937
Total shareholders’ equity	11,732			9,290			16,023			(25,313		)	11,732
Total liabilities and shareholders’ equity	$	26,113		$	21,887		$	22,721		$	(25,313	)	$	45,408

December 31, 2018 Parent
Guarantors
on a
Combined
Basis
Other
Subsidiaries
on a
Combined
Basis
Consolidating
Adjustments
Total
Consolidated

ASSETS
Current assets:
Cash and equivalents $ 460
$ —
$ 503
$ —
$ 963
Accounts receivable —
1,171
2,588
—
3,759
Unbilled receivables —
2,758
3,818
—
6,576
Inventories —
5,855
122
—
5,977
Other current assets (45 ) 441
518
—
914
Total current assets 415
10,225
7,549
—
18,189
Noncurrent assets:
Property, plant and equipment (PP&E)

273
7,177
1,522
—
8,972
Accumulated depreciation of PP&E (83 ) (4,071 ) (840 ) —
(4,994 )
Intangible assets, net —
251
2,334
—
2,585
Goodwill —
8,031
11,563
—
19,594
Other assets 195
274
593
—
1,062
Net investment in subsidiaries 25,313
—
—
(25,313 ) —
Total noncurrent assets 25,698
11,662
15,172
(25,313 ) 27,219
Total assets $ 26,113
$ 21,887
$ 22,721
$ (25,313 ) $ 45,408

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt $ 850
$ —
$ 123
$ —
$ 973
Customer advances and deposits —
4,541
2,729
—
7,270
Other current liabilities 552
3,944
2,000
—
6,496
Total current liabilities 1,402
8,485
4,852
—
14,739
Noncurrent liabilities:
Long-term debt 11,398
39
7
—
11,444
Other liabilities 1,581
4,073
1,839
—
7,493
Total noncurrent liabilities 12,979
4,112
1,846
—
18,937
Total shareholders’ equity 11,732
9,290
16,023
(25,313 ) 11,732
Total liabilities and shareholders’ equity $ 26,113
$ 21,887
$ 22,721
$ (25,313 ) $ 45,408

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)



Six Months Ended June 30, 2019	Parent			Guarantors on a Combined Basis			Other Subsidiaries on a Combined Basis			Consolidating Adjustments		Total Consolidated
Net cash used by operating activities*	$	64		$	166		$	(734	)	$	—	$	(504	)
Cash flows from investing activities:
Capital expenditures	(27		)	(238		)	(97		)	—		(362		)
Other, net	5			18			(24		)	—		(1		)
Net cash used by investing activities	(22		)	(220		)	(121		)	—		(363		)
Cash flows from financing activities:
Proceeds from commercial paper, net	1,394			—			—			—		1,394
Dividends paid	(563		)	—			—			—		(563		)
Purchases of common stock	(231		)	—			—			—		(231		)
Other, net	(19		)	—			49			—		30
Net cash provided by financing activities	581			—			49			—		630
Net cash used by discontinued operations	(24		)	—			—			—		(24		)
Cash sweep/funding by parent	(816		)	54			762			—		—
Net decrease in cash and equivalents	(217		)	—			(44		)	—		(261		)
Cash and equivalents at beginning of period	460			—			503			—		963
Cash and equivalents at end of period	$	243		$	—		$	459		$	—	$	702
Six Months Ended July 1, 2018
Net cash provided by operating activities*	$	41		$	468		$	(218	)	$	—	$	291
Cash flows from investing activities:
Business acquisitions, net of cash acquired	(9,749		)	(74		)	(216		)	—		(10,039		)
Capital expenditures	(22		)	(215		)	(42		)	—		(279		)
Other, net	2			72			—			—		74
Net cash used by investing activities	(9,769		)	(217		)	(258		)	—		(10,244		)
Cash flows from financing activities:
Proceeds from fixed-rate notes	6,461			—			—			—		6,461
Proceeds from commercial paper, net	2,786			—			—			—		2,786
Proceeds from floating-rate notes	1,000			—			—			—		1,000
Dividends paid	(526		)	—			—			—		(526		)
Repayment of CSRA accounts receivable purchase agreement	—			—			(450		)	—		(450		)
Purchases of common stock	(436		)	—			—			—		(436		)
Other, net	(45		)	—			48			—		3
Net cash provided by financing activities	9,240			—			(402		)	—		8,838
Net cash used by discontinued operations	(6		)	—			—			—		(6		)
Cash sweep/funding by parent	(107		)	(251		)	358			—		—
Net decrease in cash and equivalents	(601		)	—			(520		)	—		(1,121		)
Cash and equivalents at beginning of period	1,930			—			1,053			—		2,983
Cash and equivalents at end of period	$	1,329		$	—		$	533		$	—	$	1,862

Three Months Ended March 31, 2019 Parent
Guarantors
on a
Combined
Basis
Other
Subsidiaries
on a
Combined
Basis
Consolidating
Adjustments
Total
Consolidated
Net cash (used) provided by operating activities* $ 59
$ (167 ) $ (687 ) $ —
$ (795 )
Cash flows from investing activities:
Capital expenditures (20 ) (106 ) (55 ) —
(181 )
Other, net 5
1
(12 ) —
(6 )
Net cash used by investing activities (15 ) (105 ) (67 ) —
(187 )
Cash flows from financing activities:
Proceeds from commercial paper, net 1,010
—
—
—
1,010
Dividends paid (268 ) —
—
—
(268 )
Purchases of common stock (133 ) —
—
—
(133 )
Other, net (5 ) —
93
—
88
Net cash provided by financing activities 604
—
93
—
697
Net cash used by discontinued operations (5 ) —
—
—
(5 )
Cash sweep/funding by parent (774 ) 272
502
—
—
Net decrease in cash and equivalents (131 ) —
(159 ) —
(290 )
Cash and equivalents at beginning of period 460
—
503
—
963
Cash and equivalents at end of period $ 329
$ —
$ 344
$ —
$ 673
Three Months Ended April 1, 2018
Net cash (used) provided by operating activities* $ 80
$ 105
$ (681 ) $ —
$ (496 )
Cash flows from investing activities:
Capital expenditures (7 ) (86 ) (11 ) —
(104 )
Other, net 1
(2 ) —
—
(1 )
Net cash used by investing activities (6 ) (88 ) (11 ) —
(105 )
Cash flows from financing activities:
Proceeds from commercial paper, net 2,494
—
—
—
2,494
Purchases of common stock (267 ) —
—
—
(267 )
Dividends paid (250 ) —
—
—
(250 )
Other, net (25 ) —
—
—
(25 )
Net cash provided by financing activities 1,952
—
—
—
1,952
Net cash used by discontinued operations (2 ) —
—
—
(2 )
Cash sweep/funding by parent (167 ) (17 ) 184
—
—
Net increase in cash and equivalents 1,857
—
(508 ) —
1,349
Cash and equivalents at beginning of period 1,930
—
1,053
—
2,983
Cash and equivalents at end of period $ 3,787
$ —
$ 545
$ —
$ 4,332

* Continuing operations only.

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

AND RESULTS OF OPERATIONS

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

BUSINESS OVERVIEW

General Dynamics is a global aerospace and defense company that offers a broad portfolio of products and services in business aviation; combat vehicles, weapons systems and munitions; information technology (IT) services; ~~C4ISR (command,~~command, control, communications, computers, intelligence, surveillance and ~~reconnaissance)~~reconnaissance (C4ISR) solutions; and shipbuilding and ship repair.

~~We operate through~~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. The following discussion should be read in conjunction with our 2018 Annual Report on Form 10-K and with the unaudited Consolidated Financial Statements included in this Form 10-Q.

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. ~~We account for revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers.~~

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. Additional factors affecting the segment’s earnings and margin include the volume, mix and profitability of completions and services work performed, the volume of and market for

pre-owned aircraft, and the level of general and administrative (G&A) and net research and development (R&D) costs incurred by the segment.

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 that the profitability of that contract may be impacted. Contract mix refers to changes in the volume of higher- versus lower-margin work. Higher or lower margins can result from a number of factors, including contract type (e.g., fixed-price/cost-reimbursable) and type of work (e.g., development/production).

CONSOLIDATED OVERVIEW


Three Months Ended	March 31, 2019			April 1, 2018			Variance					June 30, 2019			July 1, 2018			Variance
Revenue	$	9,261		$	7,535		$	1,726		22.9	%	$	9,555		$	9,186		$	369		4.0	%
Operating costs and expenses	(8,247		)	(6,527		)	(1,720		)	26.4	%	(8,465		)	(8,098		)	(367		)	4.5	%
Operating earnings	1,014			1,008			6			0.6	%	1,090			1,088			2			0.2	%
Operating margin	10.9		%	13.4		%						11.4		%	11.8		%
Six Months Ended												June 30, 2019			July 1, 2018			Variance
Revenue												$	18,816		$	16,721		$	2,095		12.5	%
Operating costs and expenses												(16,712		)	(14,625		)	(2,087		)	14.3	%
Operating earnings												2,104			2,096			8			0.4	%
Operating margin												11.2		%	12.5		%

Our consolidated revenue increased in the second quarter and first ~~quarter~~six months of 2019 driven by ~~growth~~additional aircraft deliveries in ~~all of~~ our ~~segments. The~~Aerospace segment and organic growth in our ~~IT segment~~defense segments. In the first six months of 2019, the increase in revenue was also driven by the acquisition of CSRA Inc. (CSRA), in our Information Technology segment, which we acquired on April 3, 2018. See Note B to the unaudited Consolidated Financial Statements in Part I, Item 1, for further discussion of the acquisition. ~~There were also significant increases in our Aerospace segment due to additional aircraft deliveries and in our Combat Systems segment due to higher volume from U.S. military vehicle programs.~~

Operating costs and expenses increased at a greater rate than revenue in the second quarter and first ~~quarter~~six months of 2019, resulting in a lower operating margin, due primarily to a less favorable aircraft delivery mix in our Aerospace ~~segment and intangible asset amortization expense from the CSRA acquisition.~~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 P to the unaudited Consolidated Financial Statements in Part I, Item 1.

AEROSPACE


Three Months Ended	March 31, 2019			April 1, 2018			Variance					June 30, 2019			July 1, 2018			Variance
Revenue	$	2,240		$	1,825		$	415		22.7	%	$	2,136		$	1,895		$	241		12.7	%
Operating earnings	328			346			(18		)	(5.2	)%	331			386			(55		)	(14.2	)%
Operating margin	14.6		%	19.0		%						15.5		%	20.4		%
Gulfstream aircraft deliveries (in units)	34			26			8			30.8	%	31			26			5			19.2	%
Six Months Ended												June 30, 2019			July 1, 2018			Variance
Revenue												$	4,376		$	3,720		$	656		17.6	%
Operating earnings												659			732			(73		)	(10.0	)%
Operating margin												15.1		%	19.7		%
Gulfstream aircraft deliveries (in units)												65			52			13			25.0	%

Operating Results

The increase in the Aerospace segment’s revenue in the second quarter and first ~~quarter~~six months of 2019 consisted of the following:


			Second Quarter		Six Months
Aircraft manufacturing and completions	$	324	$	235	$	560
Aircraft services	57		6		62
Pre-owned aircraft	34		—		34
Total increase	$	415	$	241	$	656

Aircraft manufacturing and completions revenue increased due primarily to additional deliveries of the new large-cabin G500 aircraft, which entered into service in the third quarter of 2018. The increase in aircraft services revenue was driven by higher demand for maintenance work and the acquisition in the second quarter of 2018 of Hawker Pacific, a leading provider of integrated aviation solutions across ~~Asia Pacific~~the Asia-Pacific region and the Middle East. We ~~sold four~~had one pre-owned aircraft sale in each of the second-quarter periods and five in the first ~~quarter~~six months of 2019 compared with ~~one~~two in the ~~prior-year period.~~first six months of 2018.

The change in the segment’s operating earnings in the second quarter and first ~~quarter~~six months of 2019 consisted of the following:


				Second Quarter			Six Months
Aircraft manufacturing and completions	$	(30	)	$	(6	)	$	(36	)
Aircraft services				(7		)	(7		)
Pre-owned aircraft	(2		)	(5		)	(7		)
G&A/other expenses	14			(37		)	(23		)
Total decrease	$	(18	)	$	(55	)	$	(73	)

Aircraft manufacturing and completions operating earnings were down due to a shift in the mix of Gulfstream aircraft deliveries to include the G500 aircraft and the typical lower margin associated with initial units of a new aircraft model. ~~The segment’s operating earnings were impacted favorably by lower~~Net R&D ~~expenses.~~expenses were higher in 2019 as a result of the receipt in the second quarter of 2018 of milestone payments from suppliers under our cost sharing arrangements. Excluding the impact of these supplier offsets, R&D expenses were down in 2019 with the completion of the G500 and G600 aircraft test programs. The G600 received both type and production certification from the U.S. Federal Aviation Administration (FAA) in June 2019, and we are anticipating deliveries of the newly-certified aircraft to begin in the third quarter of 2019. Overall, the Aerospace segment’s operating margin decreased ~~440~~490 basis ~~points.~~points in the second quarter and 460 basis points in the first six months of 2019 compared with the prior-year periods.

2019 Outlook

We expect 2019 revenue in the Aerospace segment to be $9.95 billion and operating earnings to be $1.525 billion.

COMBAT SYSTEMS


Three Months Ended	March 31, 2019			April 1, 2018			Variance					June 30, 2019			July 1, 2018			Variance
Revenue	$	1,636		$	1,440		$	196		13.6	%	$	1,659		$	1,534		$	125		8.1	%
Operating earnings	206			224			(18		)	(8.0	)%	242			236			6			2.5	%
Operating margin	12.6		%	15.6		%						14.6		%	15.4		%
Six Months Ended												June 30, 2019			July 1, 2018			Variance
Revenue												$	3,295		$	2,974		$	321		10.8	%
Operating earnings												448			460			(12		)	(2.6	)%
Operating margin												13.6		%	15.5		%

Operating Results

The increase in the Combat Systems segment’s revenue in the second quarter and first ~~quarter~~six months of 2019 consisted of the following:


			Second Quarter			Six Months
U.S. military vehicles	$	105	$	153		$	258
Weapons systems and munitions			61			101
International military vehicles	51		(89		)	(38		)
Weapons systems and munitions	40
Total increase	$	196	$	125		$	321

Revenue from U.S. ~~Military~~military vehicles increased due primarily to higher volume on the U.S. Army’s ~~Abrams tank programs, including work to produce~~ Abrams M1A2 System Enhancement Package Version 3 (SEPv3) tanks and ~~the~~ new Mobile Protected Firepower (MPF) vehicle. ~~Additionally, revenue from international military vehicles increased due to higher volume on wheeled armored vehicle programs.~~ Weapons systems and munitions revenue was up due to increased volume on several products, including missiles and Hydra-70 rockets for the U.S. government. Revenue from international military vehicles decreased due to lower volume on various wheeled armored vehicle programs and reduced volume on the British Army’s AJAX armoured fighting vehicle program as it transitions from engineering to production.

The Combat Systems segment’s operating margin decreased ~~300~~80 basis points in the second quarter and 190 basis points in the first six months of 2019 driven by contract mix in our U.S. military vehicles business and aan unfavorable settlement in the first quarter of 2019 relating to a lease at a former operating site outside the United States.

2019 Outlook

We expect the Combat Systems segment’s 2019 revenue to be approximately $6.8 billion with operating earnings of approximately $1 billion.

INFORMATION TECHNOLOGY


Three Months Ended	March 31, 2019			April 1, 2018			Variance				June 30, 2019			July 1, 2018			Variance
Revenue	$	2,169		$	1,138		$	1,031	90.6	%	$	2,158		$	2,442		$	(284	)	(11.6	)%
Operating earnings	156			101			55		54.5	%	154			156			(2		)	(1.3	)%
Operating margin	7.2		%	8.9		%					7.1		%	6.4		%
Six Months Ended											June 30, 2019			July 1, 2018			Variance
Revenue											$	4,327		$	3,580		$	747		20.9	%
Operating earnings											310			257			53			20.6	%
Operating margin											7.2		%	7.2		%

Operating Results

The change in the Information Technology segment’s revenue ~~increased from~~in the ~~CSRA acquisition~~second quarter and first six months of 2019 consisted of the following:



	Second Quarter			Six Months
Defense	$	(122	)	$	373
Intelligence and homeland security	(29		)	195
Federal civilian	(133		)	179
Total (decrease) increase	$	(284	)	$	747

Defense revenue decreased in the second quarter of ~~2018. This increase was~~2019 driven by the completion of several legacy CSRA programs in 2018, offset partially by the ramp up of new programs. Federal civilian revenue in the second quarter and first six months of 2019 were impacted by the sale of the segment’s public-facing contact-center business in the fourth quarter of 2018. ~~Operating~~In the first six months of 2019, revenue increased across all three businesses due to the CSRA acquisition in the second quarter of 2018.

The Information Technology segment’s operating margin ~~decreased 170~~was up 70 basis points in the second quarter of 2019 compared with the prior-year period due to favorable program mix and lower intangible asset amortization expense from the CSRA acquisition. ~~Excluding~~Operating margin remained steady in the ~~impact~~ first six months

of ~~this~~2019 compared with the prior-year period due to favorable program mix and acquisition-related synergies offsetting higher intangible asset amortization expense.

2019 Outlook

We expect the Information Technology segment’s 2019 revenue to be approximately $8.5 billion, a slight increase from 2018, reflecting a full year of CSRA’s results, offset partially by divestiture activities. We expect the segment’s operating margin ~~increased 60 basis points~~ to ~~9.5% due to the addition of CSRA’s higher-margin, fixed-price work.~~be around 7.4%.

MISSION SYSTEMS


Three Months Ended	March 31, 2019			April 1, 2018			Variance				June 30, 2019			July 1, 2018			Variance
Revenue	$	1,158		$	1,098		$	60	5.5	%	$	1,277		$	1,147		$	130	11.3	%
Operating earnings	148			146			2		1.4	%	162			153			9		5.9	%
Operating margin	12.8		%	13.3		%					12.7		%	13.3		%
Six Months Ended											June 30, 2019			July 1, 2018			Variance
Revenue											$	2,435		$	2,245		$	190	8.5	%
Operating earnings											310			299			11		3.7	%
Operating margin											12.7		%	13.3		%

Operating Results

The increase in the Mission Systems segment’s revenue in the second quarter and first ~~quarter~~six months of 2019 consisted of the following:


				Second Quarter		Six Months
Naval, air and electronic systems				$	68	$	85
Ground systems and products	$	65		23		83
Naval, air and electronic systems	17
Space, intelligence and cyber systems	(22		)	39		22
Total increase	$	60		$	130	$	190

Revenue in the Mission Systems segment was up ~~due primarily to higher~~driven by increased volume on combat and seaframe control systems for the U.S. Navy’s Independence-variant Littoral Combat Ships and fire-control systems for the Navy’s submarine programs in the naval, air and electronic systems business. Higher demand for computing and communications equipment ~~and increased volume on our ground-based satellite communication systems programs~~drove revenue growth in ~~our~~the ground systems and products business. Space, intelligence and cyber systems revenue was up due primarily to increased demand for our portfolio of encryption products.

The Mission Systems segment’s operating margin ~~was down 50~~decreased 60 basis points in the second quarter and first six months of 2019 compared with prior-year periods due to program mix.

2019 Outlook

We expect the Mission Systems segment’s 2019 revenue to be approximately $5 billion with operating margin around 13.8%.

MARINE SYSTEMS


Three Months Ended	March 31, 2019			April 1, 2018			Variance					June 30, 2019			July 1, 2018			Variance
Revenue	$	2,058		$	2,034		$	24		1.2	%	$	2,325		$	2,168		$	157		7.2	%
Operating earnings	180			184			(4		)	(2.2	)%	197			195			2			1.0	%
Operating margin	8.7		%	9.0		%						8.5		%	9.0		%
Six Months Ended												June 30, 2019			July 1, 2018			Variance
Revenue												$	4,383		$	4,202		$	181		4.3	%
Operating earnings												377			379			(2		)	(0.5	)%
Operating margin												8.6		%	9.0		%

Operating Results

The increase in the Marine Systems segment’s revenue in the second quarter and first ~~quarter~~six months of 2019 consisted of the following:


				Second Quarter			Six Months
U.S. Navy ship construction	$	50		$	202		$	285
Commercial ship construction	(16		)	(61		)	(77		)
U.S. Navy ship engineering, repair and other services	(10		)	16			(27		)
Total increase	$	24		$	157		$	181

Revenue from U.S. Navy ship construction ~~increased~~was up due ~~primarily~~ to higher volume on Block V of the Virginia-class submarine ~~program.~~program, the Columbia-class submarine program and the John Lewis-class (T-AO-205) fleet replenishment oiler contract. This increase was offset partially ~~offset~~ by lower commercial ship ~~construction and Navy overhaul and repair work.~~construction.

The Marine Systems segment’s operating margin decreased 3050 basis points in the second quarter of 2019 and 40 basis points in the first six months of 2019 compared with the prior-year periods driven by mix shift, onparticularly in our submarine and auxiliary ship workloads.

2019 Outlook

We expect the ~~Virginia-class program between the mature Block III contract~~Marine Systems segment’s 2019 revenue to be approximately $9 billion, and ~~the Block IV and V contracts.~~operating margin is expected to be around 8.5%.

CORPORATE

Corporate operating results consisted of the following:

Three Months Ended March 31, 2019 April 1, 2018
Operating (expense) income $ (4 ) $ 7



	Three Months Ended					Six Months Ended
	June 30, 2019		July 1, 2018			June 30, 2019		July 1, 2018
Operating income (expense)	$	4	$	(38	)	$	—	$	(31	)

Corporate operating results in the second quarter and first six months of 2018 included one-time transaction-related charges of approximately $45 associated with the costs to complete the CSRA acquisition. Excluding these charges, 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. This amount decreased in the first six months of 2019 compared with the first six months of 2018, resulting in a lower offset to Corporate costs.

In 2019, we expect the primary components of Corporate operating activity to offset, resulting in no net ~~expense.~~operating income/(expense).

OTHER INFORMATION

PRODUCT REVENUE AND OPERATING COSTS


Three Months Ended	March 31, 2019			April 1, 2018			Variance					June 30, 2019			July 1, 2018			Variance
Revenue	$	5,251		$	4,576		$	675		14.8	%	$	5,401		$	4,754		$	647		13.6	%
Operating costs	(4,235		)	(3,546		)	(689		)	19.4	%	(4,342		)	(3,702		)	(640		)	17.3	%
Six Months Ended												June 30, 2019			July 1, 2018			Variance
Revenue												$	10,652		$	9,330		$	1,322		14.2	%
Operating costs												(8,577		)	(7,248		)	(1,329		)	18.3	%

The increase in product revenue in the second quarter and first ~~quarter~~six months of 2019 consisted of the following:


			Second Quarter		Six Months
Aircraft manufacturing and completions	$	324	$	235	$	560
Military vehicle production	142
C4ISR products	71		159		230
Ship construction	66		141		208
Military vehicle production			35		177
Other, net	72		77		147
Total increase	$	675	$	647	$	1,322

Aircraft manufacturing and completions revenue increased due to ~~additional deliveries~~the introduction of the new large-cabin G500 aircraft. C4ISR products revenue was up due to higher demand for computing and communications equipment and encryption products, and increased volume on combat and seaframe control systems. Ship construction revenue increased due to higher volume on Block V of the Virginia-class submarine program, the Columbia-class submarine program and the John Lewis-class fleet replenishment oiler contract, offset partially by lower commercial ship construction. Military vehicle production revenue ~~increased~~was up due to higher volume on the U.S. Army’s Abrams tank and MPF ~~programs and international wheeled armored vehicle~~ programs. C4ISR products revenue increased due to higher volume on several ground systems and products programs. Ship construction revenue increased with higher volume on the Virginia-class submarine program. The primary drivers of the increase in productProduct operating costs ~~were~~increased at a higher rate than revenue due primarily to the ~~changes~~shift in ~~volume on the programs described above.~~mix of Gulfstream aircraft deliveries.

SERVICE REVENUE AND OPERATING COSTS


Three Months Ended	March 31, 2019			April 1, 2018			Variance					June 30, 2019			July 1, 2018			Variance
Revenue	$	4,010		$	2,959		$	1,051		35.5	%	$	4,154		$	4,432		$	(278	)	(6.3	)%
Operating costs	(3,398		)	(2,444		)	(954		)	39.0	%	(3,527		)	(3,784		)	257			(6.8	)%
Six Months Ended												June 30, 2019			July 1, 2018			Variance
Revenue												$	8,164		$	7,391		$	773		10.5	%
Operating costs												(6,925		)	(6,228		)	(697		)	11.2	%

The ~~increase~~change in service revenue in the second quarter and first ~~quarter~~six months of 2019 consisted of the following:


				Second Quarter			Six Months
IT services	$	1,031		$	(284	)	$	747
Aircraft services	57
Other, net	(37		)	6			26
Total increase	$	1,051
Total (decrease) increase				$	(278	)	$	773

IT services revenue decreased in the second quarter of 2019 due to the completion of several legacy CSRA programs in 2018 and the sale of a public-facing contact-center business in the fourth quarter of 2018. In the first six months of 2019, IT services revenue increased due ~~primarily~~ to the CSRA acquisition in the second quarter of 2018. ~~The aircraft services revenue increase was driven by higher demand for maintenance work and~~In the ~~acquisition~~first six months of ~~Hawker Pacific in the second quarter of 2018. Service~~2019, service operating costs increased at a higher rate than revenue due primarily to intangible asset amortization expense from the CSRA ~~acquisition.~~

acquisition, offset partially by favorable IT services program mix.

OTHER FINANCIAL INFORMATION

G&A Expenses

As a percentage of revenue, G&A expenses were ~~6.6%~~6.4% in the first ~~three~~six months of2019 compared with ~~7.1%~~6.9% in the first ~~three~~six months of 2018. We expect G&A expenses as a percentage of revenue in 2019 to be generally consistent with 2018.

Interest, Net

Net interest expense was ~~$117~~$236 in the first ~~three~~six months of 2019 compared with ~~$27~~$130 in the prior-year period. The increase iswas due primarily to the impact of financing the CSRA acquisition, including the issuance of $7.5 billion of fixed- and floating-rate notes in the second quarter of 2018. See Note I to the unaudited Consolidated Financial Statements in Part I, Item 1, for additional information regarding our debt obligations, including interest rates. We expect 2019 net interest expense to be approximately $460, an increase from 2018, reflecting a full year of financing for the CSRA acquisition and additional commercial paper issuances.

Other, Net

Net other income was ~~$18~~$30 in the first ~~three~~six months of 2019 compared with expense of ~~$21~~$36 in the first ~~three~~six months of 2018. These amounts represent primarily the non-service cost components of pension and other post-retirement benefits, which became a net income item in the first six months of 2019 versus a net expense in ~~2018.~~the prior-year period. The first six months of 2018 also included approximately $30 of transaction costs associated with the CSRA acquisition. In 2019, we expect net other income to be approximately $60 due primarily to the investment income from our commercial pension plans.

Provision for Income Tax, Net

Our effective tax rate was ~~18.6%~~18.3% in the first ~~three~~six months of 2019 compared with ~~16.8%~~17.9% in the prior-year period. The increase iswas due primarily to a slightly reduced favorable effect of ~~excess~~ tax benefits associated with equity-based compensation in the first ~~three~~six months of 2019 compared with ~~2018.~~the prior-year period. For 2019, we anticipate a full-year effective tax rate between 18 and 18.5%.

BACKLOG AND ESTIMATED POTENTIAL CONTRACT VALUE

Our total backlog, including funded and unfunded portions, was ~~$69.2~~$67.7 billion at the end of the ~~first~~second quarter of 2019, ~~up 2%~~down 2.2% from ~~$67.9~~$69.2 billion on ~~December~~March 31, ~~2018.~~2019. Our total backlog is equal to our remaining performance obligations under contracts ~~that meet the criteria in ASC Topic 606~~with customers as discussed in Note C to the unaudited Consolidated Financial Statements in Part I, Item 1. Our total ~~potential~~estimated contract value, which combines total backlog with estimated potential contract value, was $101.9 billion on June 30, 2019, compared with $103.2 billion on March 31, 2019.

The following table details the backlog and estimated potential contract value of each segment at the end of the second and first ~~quarter~~quarters of ~~2019 and the fourth quarter of 2018:~~2019:


	Funded		Unfunded		Total Backlog		Estimated Potential Contract Value		Total Potential Contract Value		Funded		Unfunded		Total Backlog		Estimated Potential Contract Value		Total Estimated Contract Value
	March 31, 2019										June 30, 2019
Aerospace	$	11,924	$	244	$	12,168	$	2,080	$	14,248	$	11,932	$	213	$	12,145	$	2,079	$	14,224
Combat Systems	15,475		515		15,990		4,185		20,175		14,794		438		15,232		4,113		19,345
Information Technology	4,770		3,584		8,354		16,666		25,020		4,446		4,405		8,851		17,983		26,834
Mission Systems	5,081		234		5,315		7,186		12,501		4,925		258		5,183		6,847		12,030
Marine Systems	19,935		7,446		27,381		3,831		31,212		18,344		7,899		26,243		3,223		29,466
Total	$	57,185	$	12,023	$	69,208	$	33,948	$	103,156	$	54,441	$	13,213	$	67,654	$	34,245	$	101,899

	December 31, 2018										March 31, 2019
Aerospace	$	11,208	$	167	$	11,375	$	3,130	$	14,505	$	11,924	$	244	$	12,168	$	2,080	$	14,248
Combat Systems	16,174		424		16,598		4,187		20,785		15,475		515		15,990		4,185		20,175
Information Technology	4,717		3,248		7,965		17,066		25,031		4,770		3,584		8,354		16,666		25,020
Mission Systems	4,890		445		5,335		7,409		12,744		5,081		234		5,315		7,186		12,501
Marine Systems	18,837		7,761		26,598		3,703		30,301		19,935		7,446		27,381		3,831		31,212
Total	$	55,826	$	12,045	$	67,871	$	35,495	$	103,366	$	57,185	$	12,023	$	69,208	$	33,948	$	103,156

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~~second quarter of 2019 with backlog of ~~$12.2~~$12.15 billion ~~up 7% from $11.4~~compared with $12.17 billion on ~~December~~March 31, ~~2018.~~2019.

Orders in the ~~first~~second quarter of 2019 reflected demand across our product and services ~~portfolio.~~portfolio including orders for all models of Gulfstream aircraft. The segment’s book-to-bill ratio (orders divided by revenue) was ~~1.4-to-1~~1-to-1 in the ~~first~~second quarter of 2019 and ~~exceeded 1-to-1~~ over the trailing 12 months.

Beyond total backlog, estimated ~~potential contract value in the Aerospace segment was $2.1 billion on March 31, 2019, compared with $3.1 billion on December 31, 2018. Estimated~~ potential contract value represents primarily options and other agreements with existing customers to purchase new aircraft and long-term aircraft services agreements. On June 30, 2019, estimated potential contract value in the Aerospace segment was $2.1 billion, consistent with March 31, 2019.

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 this 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 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.

Estimated potential contract value in our defense segments includes unexercised options associated with existing firm contracts and work awarded on unfunded indefinite delivery, indefinite quantity (IDIQ) contracts. Contract options in our defense business 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 $55.5 billion on June 30, 2019, compared with $57 billion on March 31, ~~2019, up from $56.5 billion~~2019. The decrease was due primarily to continued performance on ~~December 31, 2018.~~significant multi-year contracts in the Marine Systems segment. The Information Technology ~~Mission Systems and Marine Systems segments each~~segment achieved a book-to-bill ratio of ~~1-to-1 or greater~~1.24-to-1 in the ~~first~~second quarter of 2019. Estimated potential contract value in our defense segments was $32.2 billion on June 30, 2019, compared with $31.9 billion on March 31, 2019. We received the following significant contract awards during the ~~first~~second quarter of 2019:

Combat Systems:

$~~225~~260 from the U.S. Army for ~~inventory management and support services~~munitions production. The program has a maximum potential contract value of $1.6 billion.


•	$100 for the production of various high-performance warheads.

$60 for the ~~Stryker fleet.~~production of control actuator systems for the Excalibur artillery system.

$~~160~~35 from the Army for various ~~munitions.~~

~~$145 from the Army for systems technical support on the Abrams and Stryker programs.~~

~~$65 from the Army for design and prototype development~~rounds of ~~the Abrams tank System Enhancement Package Version 4 (SEPv4).~~medium-caliber ammunition.


•	$25 from the Army to provide systems technical support for Abrams main battle tanks.

Information Technology:


•	$1 billion from the U.S. Department of State to provide global security engineering and supply chain management services. The program has a maximum potential contract value of over $2 billion.

$360 for several key contracts to provide intelligence services to classified customers.

~~An IDIQ~~


•	A contract to provide network monitoring, network engineering and system administration services for the U.S. Air Force. The program has a maximum potential value of approximately $215.


•	$85 from the Centers for Medicare and Medicaid Services (CMS) for cloud hosting support services.


•	$70 from the CMS to provide hosting, operations and maintenance services for the agency’s Healthcare Integrated General Ledger Accounting System (HIGLAS) application.

$50 from the U.S. Navy to provide ~~cyber mission engineering support~~training and training-related program support.

$45 from the CMS for benefits recovery services. The program has a maximum potential contract value of ~~$900 among ten awardees.~~ $275.

Mission Systems:

$~~580 for several key contracts~~90 to provide maintenance and support services ~~to classified customers.~~

~~An IDIQ contract from~~for the ~~Defense Threat Reduction Agency (DTRA)~~United Kingdom’s Bowman tactical communications system.


•	$80 from the Army for computing and communications equipment under the Common Hardware Systems-5 (CHS-5) program.

$80 to provide ITengineering and support ~~services and capabilities. The program has a maximum potential contract value of $535 among five awardees.~~

An IDIQ contract from the DoD to provide cybersecurity, planning, execution and analysis services to the Joint Chiefs of Staff’s J7 training activities. The program has a maximum potential contract value of $500 among six awardees.

~~A blanket purchase agreement of $490 from the Defense Information Systems Agency (DISA) to operate, maintain, deploy and manage Pentagon and regional government-furnished network infrastructures.~~

~~$125 to provide turnkey training and simulation~~ services for the Army’s ~~Aviation Center of Excellence in Fort Rucker, Alabama.~~

~~$60 from the U.S. Air Force Central Command for~~mobile communications ~~technical support services in Asia.~~

~~$55 from the National Geospatial-Intelligence Agency (NGA) for IT lifecycle management and virtual desktop services.~~

~~$50 from the U.S. Department of Veterans Affairs to provide managed services to improve service desk interactions with end users.~~

~~Mission Systems:~~

~~$115 from the Army for computing and communications equipment under the Common Hardware Systems-5 (CHS-5) program.~~

~~$55 to provide development and maintenance services for the Army’s Consolidated Project Management (CPM) Next program.~~

~~$55 from the Navy for the production of Digital Modular Radios (DMR).~~network.

$45 ~~from the Army for the production of the Prophet Enhanced Tactical Signals Intelligence System.~~

~~$40 for additional equipment~~ to support the ~~Army’s mobile communications network.~~engineering and manufacturing of the Navy’s Air and Missile Defense Radar (AMDR) program.


•	$35 to build space encryption units for the Air Force.


•	$25 from the Air Force for continued modernization of the global positioning system.

Marine Systems:


•	$495 from the Navy for submarine industrial base development and expansion in support of the Columbia-class ballistic missile submarine program and the nuclear shipbuilding enterprise.


•	$270 from the Navy to support the Common Missile Compartment work under joint development for the Navy and the U.K. Royal Navy.


•	$85 from the Navy for planning yard, engineering and technical support services for in-service nuclear submarines.


•	$55 from the Navy to provide ongoing lead yard services for the Arleigh Burke-class (DDG-51) guided-missile destroyer program.

~~$2 billion from the Navy for long-lead materials for Block V Virginia-class submarines.~~

$300 from the Navy to provide maintenance and repair services for the Arleigh Burke-class (DDG-51) guided-missile destroyer, Wasp-class amphibious assault ship and Nimitz-class aircraft carrier programs.

~~$210 from the Navy for planning, scheduling and technical support for maintenance activities on the USS South Dakota, a Virginia-class submarine.~~

~~$70 from the Navy for planning yard services for the DDG-51 destroyer program.~~

~~$40 from the Navy to provide non-nuclear maintenance and repair services for submarines located at the Naval Submarine Support Facility in New London, Connecticut.~~

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We ended the ~~first~~second quarter of 2019 with a cash balance of ~~$673,~~$702, down ~~$290~~$261 from the end of 2018. Our net debt position, defined as debt less cash and equivalents and marketable securities, was ~~$12.9~~$13.2 billion at the end of the ~~first~~second quarter of 2019 compared with $11.5 billion at the end of 2018.

We expect to continue to generate funds in excess of our short- and long-term liquidity needs. We believe we have adequate funds on hand and sufficient borrowing capacity to execute our financial and operating strategy. The following is a discussion of our major operating, investing and financing activities in the first ~~three~~six months of 2019and2018, as classified on the unaudited Consolidated Statement of Cash Flows in Part I, Item 1.

OPERATING ACTIVITIES

Cash used for operating activities was ~~$795~~$504 in the first ~~three~~six months of 2019 compared ~~to $496~~with cash provided by operating activities of $291 in the same period in 2018. The primary driver of cash inflows in both periods was net earnings. However, cash flows in both periods were affected negatively by growth in operating working capital, particularly the timing of payments on international armored vehicle contracts in our Combat Systems segment.

For additional information about the growth in our unbilled receivables balance, see Note G to the unaudited Consolidated Financial Statements in Part I, Item 1. Additionally, cash flows in the first six months of 2019 were affected negatively by growth in inventory in our Aerospace segment driven by production of the new G600 aircraft. We received both type and production certification from the FAA for the G600 aircraft in June 2019, and we are anticipating deliveries of the newly-certified aircraft to begin in the third quarter of 2019.

INVESTING ACTIVITIES

Cash used for investing activities was ~~$187~~$363 in the first ~~three~~six months of 2019 compared with ~~$105~~$10.2 billion in the same period in 2018. Our investing activities include cash paid for capital expenditures and business acquisitions; proceeds from asset sales; and purchases, sales and maturities of marketable securities. ~~The primary use~~In the first six months of ~~cash~~2018, we acquired three businesses for ~~our investing activities in both periods was capital expenditures.~~an aggregate of $10 billion, including $9.7 billion for CSRA. Capital expenditures were ~~$181~~$362 in the first ~~three~~six months of 2019 compared with ~~$104~~$279 in the same period in ~~2018~~2018. The increase reflects ongoing investments to support growth at our shipyards. ~~We expect capital expenditures to be approximately 3% of revenue in 2019.~~

FINANCING ACTIVITIES

Cash provided by financing activities was ~~$697~~$630 in the first ~~three~~six months of 2019 compared with ~~cash provided by financing activities of $2~~$8.8 billion in the same period in 2018. Net cash from financing activities includes proceeds received from debt and commercial paper issuances and ~~employee stock option exercises.~~payment of dividends. Our financing activities also include repurchases of common stock, ~~payment of dividends~~debt repayments and ~~debt repayments.~~employee stock option exercises.

On December 5, 2018, our board of directors authorized management to repurchase up to 10 million additional shares of the company’s outstanding stock. In the first ~~three~~six months of 2019, we repurchased ~~0.5~~1.1 million of our outstanding shares for ~~$86.~~$184. On ~~March 31,~~June 30, 2019, 76.4 million shares remained authorized by our board of directors for repurchase, approximately 2% of our total shares outstanding. We repurchased ~~1.2~~2.1 million shares for ~~$257~~$436 in the first ~~three~~six months of 2018.

On March 6, 2019, our board of directors declared an increased quarterly dividend of $1.02 per share, the 22nd consecutive annual increase. Previously, the board had increased the quarterly dividend to $0.93 per share in March 2018. Cash dividends paid were ~~$268~~$563 in the first ~~three~~six months of 2019 compared with ~~$250~~$526 in the same period in 2018.

~~In the first quarter~~We received net proceeds of ~~2018, we issued $2.5~~$1.4 billion ~~of commercial paper in anticipation of the acquisition of CSRA, which was completed on April 3, 2018.~~

~~We issued $1 billion of~~from commercial paper in the first ~~quarter~~six months of 2019, ~~leaving $1.9~~resulting in $2.3 billion outstanding on ~~March 31,~~June 30, 2019. We have $5 billion in committed bank credit facilities to support our commercial paper issuances and for general corporate purposes and working capital ~~needs and to support our commercial paper issuances.~~needs. We also have an effective shelf registration on file with the Securities and Exchange Commission that allows us to access the debt markets.

In the first six months of 2018, we issued $7.5 billion of fixed- and floating-rate notes to finance the acquisition of CSRA. Additionally, in the first six months of 2018, we paid $450 to satisfy obligations under CSRA’s accounts receivable purchase agreement.

Fixed- and floating-rate notes totaling $2.5 billion mature in May 2020. As we approach the maturity date of this debt, we plan to repay these notes using a combination of cash on hand and the issuance of commercial paper. For additional information regarding our debt obligations, including scheduled debt

maturities and interest rates, and our credit facilities, see Note I to the unaudited Consolidated Financial Statements in Part I, Item 1.

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:


Three Months Ended	March 31, 2019			April 1, 2018
Net cash used by operating activities	$	(795	)	$	(496	)
Six Months Ended							June 30, 2019			July 1, 2018
Net cash (used) provided by operating activities							$	(504	)	$	291
Capital expenditures	(181		)	(104		)	(362		)	(279		)
Free cash flow from operations	$	(976	)	$	(600	)	$	(866	)	$	12
Cash flows as a percentage of earnings from continuing operations:
Net cash used by operating activities	(107		)%	(62		)%
Net cash (used) provided by operating activities							(32		)%	18		%
Free cash flow from operations	(131		)%	(75		)%	(56		)%	1		%

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 U.S. 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. 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 ~~$68~~$71 ($~~0.18)~~0.19) and ~~$97~~$139 ($~~0.25)~~0.38) for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2019, and ~~April~~$83 ($0.22) and $180 ($0.47) for the three- and six-month periods ended July 1, 2018, respectively. No adjustment on any one contract was material to the unaudited Consolidated Financial Statements for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2019, or ~~April~~July 1, 2018.

Leases. Effective January 1, 2019, we adopted ASC Topic 842, Leases. ASC Topic 842 requires the recognition of lease rights and obligations as assets and liabilities on the balance sheet. Previously, lessees

were not required to recognize on the balance sheet assets and liabilities arising from operating leases. As we elected the cumulative-effect adoption method, prior-period information has not been restated. The most significant effects of the standard on our Consolidated Financial Statements are (1) the recognition of new right-of-use assets and lease liabilities on our Consolidated Balance Sheet ~~for~~associated with our operating leases, and (2) significant new disclosures about our leasing activities (see Note N to the unaudited Consolidated Financial Statements in Part 1,I, Item1). On January 1, 2019, we recognized operating lease liabilities and right-of-use assets of $1.4 billion based on the present value of the remaining lease payments over the lease term. The adoption did not result in a cumulative-effect adjustment to retained earnings. The new standard did not have a material impact on our results of operations or cash flows.

CSRA Acquisition. We are required to estimate the fair value of the assets acquired and liabilities assumed in business combinations on the acquisition date, including identified intangible assets. The amount of purchase price paid in excess of the net assets acquired is recorded as goodwill. The fair values are estimated in accordance with the principles of ASC Topic 820, Fair Value Measurement, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair values of the net assets acquired are determined primarily using Level 3 inputs (inputs that are unobservable to the market place participant).

The most significant of the fair value estimates is related to long-lived assets, specifically intangible assets subject to amortization. We have valued $2.1 billion of acquired intangible assets in connection with the CSRA acquisition. This amount was determined based primarily on CSRA’s projected cash flows. The projected cash flows include various assumptions, including the timing of work embedded in backlog, success in securing future business, profitability of work, and the appropriate risk-adjusted interest rate used to discount the projected cash flows.

Other. Other significant estimates include those related to goodwill and intangible assets, 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, 2018. 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 ~~II,~~I, Item ~~8 in our Annual Report on Form 10-K for the year ended December 31, 2018. These standards are not expected to have a material impact on our results of operations or cash flows.~~1.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes with respect to this item from the disclosure included in our Annual Report on Form 10-K for the year ended December 31, 2018.

ITEM 4. CONTROLS AND PROCEDURES

Our management, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of ~~March 31,~~June 30, 2019. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, on ~~March 31,~~June 30, 2019, our disclosure controls and procedures were effective.

In conjunction with the adoption of ASC Topic 842, effective January 1, 2019, we implemented a lease accounting system and related processes and internal controls, which represent a material change to a component ofThere were no changes in our internal control over financial ~~reporting. There were no other changes~~reporting that occurred during the quarter ended ~~March 31,~~June 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “outlook,” “estimates,” “should” and variations of these words and similar expressions are intended to identify forward-looking statements. Examples include projections of revenue, earnings, operating margin, segment performance, cash flows, contract awards, aircraft production, deliveries and backlog. In making these statements we rely on assumptions and analyses based on our experience and perception of historical trends, current conditions and expected future developments as well as other factors we consider appropriate under the circumstances. We believe our estimates and judgments are reasonable based on information available to us at the time. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors, including, without limitation, the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018. These factors include:

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

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

termination or restructuring of government contracts due to unilateral government action;

differences in anticipated and actual program performance, including the ability to perform under long-term, fixed-price contracts within estimated costs, and performance issues with key suppliers and subcontractors;

expected recovery on contract claims and requests for equitable adjustment;

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

potential for changing prices for energy and raw materials;

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

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

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

potential for cybersecurity events and other disruptions.

All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to General Dynamics or any person acting on our behalf are qualified by the cautionary statements in this section. We do not undertake any obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this report. These factors may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

There have been no material changes with respect to this item from the disclosure included in our Annual Report on Form 10-K for the year ended December 31, 2018.

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

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

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares That May Yet Be Purchased Under the Program
Pursuant to Share Buyback Program
1/1/19-1/27/19 425,000
$ 162.87
425,000
7,055,168
1/28/19-2/24/19 100,000
171.52
100,000
6,955,168
2/25/19-3/31/19 —
—
—
6,955,168

Shares Delivered or Withheld Pursuant to Restricted Stock Vesting*
1/1/19-1/27/19 79,377
155.64

1/28/19-2/24/19 3,660
170.31

2/25/19-3/31/19 118,712
167.57

726,749
$ 164.08

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



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Number of Shares That May Yet Be Purchased Under the Program
Pursuant to Share Buyback Program
4/1/19-4/28/19	—	$	—	—	6,955,168
4/29/19-5/26/19	475,000	170.82		475,000	6,480,168
5/27/19-6/30/19	100,000	163.46		100,000	6,380,168
	575,000	$	169.54

We did not make any unregistered sales of equity securities in the ~~first~~second quarter of 2019.

ITEM 6. EXHIBITS


~~10.1~~	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 6, 2019)*


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


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


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


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


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


101.SCH	XBRL Taxonomy Extension Schema Document*


101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*


101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*


101.LAB	XBRL Taxonomy Extension Label Linkbase Document*


101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

* Filed or furnished electronically herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	GENERAL DYNAMICS CORPORATION
	by
		William A. Moss
		Vice President and Controller
		(Authorized Officer and Chief Accounting Officer)
Dated: ~~April~~July 24, 2019

4754



CSRA shares outstanding (in millions)	165.4
Cash consideration per CSRA share	$	41.25
Cash paid to purchase outstanding CSRA shares	$	6,825
Cash paid to extinguish CSRA debt	2,846
Cash settlement of outstanding CSRA stock options and restricted stock units	78
Total purchase price	$	9,749



Three Months Ended	March 31, 2019
Finance lease cost
Amortization of right-of-use assets	$	21
Interest on lease liabilities	7
Operating lease cost	86
Short-term lease cost	13
Sublease income	(4		)
Total lease costs, net	$	123