PROXY STATEMENT

The Board of Directors of General Dynamics Corporation is soliciting your proxy for the Annual Meeting of Shareholders to be held on May 7, 2014,6, 2015, at 9:00 a.m. local time, or at any adjournment or postponement of the meeting. This Proxy Statement, and the accompanying Notice of Annual Meeting of Shareholders and proxy card, are being distributed on or about March 21, 2014,20, 2015, to holders of General Dynamics common stock, par value $1.00 per share (Common Stock).

Proxy Summary

This summary highlights selected information that is provided in more detail throughout this Proxy Statement. Please reviewThis summary does not contain all of the entireinformation you should consider before voting, and you should read the full Proxy Statement and the General Dynamics 2013 Annual Report before voting.casting your vote.

VOTING MATTERSANDBUSINESSOARD PRERFORMANCE HIGHLIGHTSECOMMENDATIONS

In 2013,At this year’s Annual Meeting, we focusedare asking our shareholders to vote on operational excellence to expand margins, efficiently convert operating earnings into cash and increase return on invested capital. As a result, we achieved:the following matters:

To achieve these results, our management strengthened performance by continuously improvingAdditional information about the operations of each of our businesses. Among our highlights for the year:

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2015 BOARDOF DIRECTORS NOMINEES

Balanced Director Tenure (Current Directors)		Strong Director Involvement (2014 Attendance)

A COMMITMENTTO SOUNDCORPORATE GOVERNANCE HIGHLIGHTS

Our Board of Directors believes that a commitment to good corporate governance enhances shareholder value. OurSound corporate governance starts with a strong value system, and that value system starts in the boardroom. General Dynamics’ corporate ethos – our distinguishing moral nature – is rooted in five overarching values.

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Highlights of our governance practices include:

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PERFORMANCEANDEXECUTIVE COMPENSATION HIGHLIGHTS

Creating Sustainable Long-Term Shareholder Value.  We began 2014 holding steadfast to our commitment to improving operating performance and engaging in wise capital deployment. We continued on this course through 2014 and delivered on our promise of strong operating performance. We managed your company prudently, adjusting our business to reflect the realities of the marketplace. Our focus on Back to Basics continued to be successful, resulting in increases in operating margins, return on invested capital and free cash flow. We fulfilled our commitment to return capital to our shareholders while maintaining a strong balance sheet, returning more than 130 percent of free cash flow in the form of dividends and share repurchases.

A Consistent Focus on Aligning Compensation with Performance.Our compensation philosophy at General Dynamics is to align each Named Executive Officer’sexecutive compensation with company, business group and individual performance, and to provide the incentives necessary to attract, motivate and retain the executives that help drive the company’s success.

In orderresponse to achieve these goals,shareholder feedback and to more closely align compensation with company performance, the Compensation Committee and management team:approved a number of program changes in recent years, including:

In summary, we compensate our Named Executive Officers as follows:

VOTING MATTERSAND BOARD RECOMMENDATIONS

At this year’s Annual Meeting, we are asking our shareholders to vote on the following matters:

Important information about the Annual Meeting and voting can be found beginning on page 72.

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ELECTIONOFTHE BOARDOF DIRECTORSOFTHE COMPANY

(PROPOSAL 1)

Director Nominations and Criteria..  General Dynamics’ directors are elected at each annual meeting of shareholders and hold office for one-year terms or until successors are elected and qualified. The Nominating and Corporate Governance Committee considers director nominees from various sources and chooses nominees with the primary goal of ensuring the Board collectively serves the interests of shareholders.

Diversity and Inclusion.  In order to sustain a global business, we have to bring together a group of people with a vision for the future and diversity of thought. We must have leadership, at both the executive and Board levels, to develop and execute our business objectives better than our competition. At the heart of our company are diverse executives, managers and employees worldwide who rely on their intimate knowledge of customer requirements and a unique blend of skill and innovation to develop and deliver the best possible products and services.

As described in the table below, our current Board members come from a variety of backgrounds and bring a diverse set of skills and experiences to the boardroom. This ensures that our directors bring a broad perspective to the company on a range of important issues. The following describes some of the key characteristics of our current directors and nominees:

Director Skills and Experience.  In assessing director candidates, the committeeNominating and Corporate Governance Committee considers the background and professional experience of the candidates in the context of the current Board composition to ensure a diverse range of backgrounds, talent, skill, expertise, including gender and expertise.racial diversity. Relevant criteria considered by the committee include: business and financial expertise, technical expertise and familiarity with issues affecting aerospace and defense businesses. The committee also carefully considers any potential conflicts of interest. All nominees must possess good judgment, an inquiring and independent mind, and a reputation for the highest personal and professional ethics, integrity and values. Nominees must be willing to devote sufficient time and effort to carrying out their duties and responsibilities and should be committed to serveserving on the Board for an extended period of time.

The Nominating and Corporate Governance Committeecommittee will consider director nominees recommended by shareholders in the same manner as it considers and evaluates potential directors identified by the company. The information requirements for director nominations can be found in Article II, Section 10 of our Amended and Restated Bylaws available on our website at www.generaldynamics.com, under the “Investor Relations” – “Highlights” headings, or in print upon request.

2014 Director Nominees. With respect to the nomination of director candidates for re-election, the committee considers the factors described above, as well as each director’s attendance record at, and participation in, Board and committee meetings and participation in, and contributions to, Board and committee activities. In addition, under the company’s Bylaws, no director shall stand for election beyond the age of 75. Additionally, the Bylaws provide that under circumstances of significant benefit to the company, an individual over the age of 72 years may stand for election as director only with the approval of the Nominating and Corporate Governance Committee and a two-thirds vote of the directors then in office. In March 2015, the committee recommended and the Board unanimously requested that Mr. Chabraja and Mr. Keane each stand for re-election. The Board took this action in recognition of the continued valuable counsel and insight that each of these directors provides to the Board with respect to extensive industry knowledge and public company and corporate governance experience.

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In considering nominees for the Board, the Nominating and Corporate Governance Committee considers each individual’s personal and professional experiences and background in addition to the general qualifications. Nominees are evaluated in the context of the Board as a whole, with a focus on achieving an appropriate mix of skills needed to lead the company at the Board level. The committee regularly assesses and communicates with the Board about the current and future skills and backgrounds that would ensure the Board maintains the appropriate mix. Such skills include, among others:

The following 12table highlights our nominees’ skills and experience. Each nominee possesses additional skills and experience that are not highlighted among those listed below.

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2015 Director Nominees.  The following 11 nominees are standing for election to the Board of Directors at the Annual Meeting. All nominees are currently serving as directors. If any nominee withdraws or for any reason is unable to serve as a director, your proxy will be voted for any remaining nominees (except as otherwise indicated in your proxy) and any replacement nominee designated by the Nominating and Corporate Governance Committee of the Board of Directors.

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Director Retirement Policy.The company’s Bylaws provide that no director shall. Robert Walmsley will not stand for election beyondre-election at the age of 75. Additionally, the Bylaws provide that under circumstances of significant benefit to the company, an individual over the age of 72 years may stand for election as director only with the approval of the Nominating and Corporate Governance Committee and a two-thirds vote of the directors then in office. In March 2014, the committee recommendedAnnual Meeting. General Dynamics and the Board unanimously requested that Robert Walmsley stand for re-election. The Board took this action in recognitionappreciate his many years of dedicated service and valuable counsel as a member of the continued valuable counsel and insight that Mr. Walmsley provides to the Board with respect to United Kingdom and international defense matters and the complex operational and governance matters of a global public company.Board.

Your Board of Directors unanimously recommends a voteYOUR BOARDOF DIRECTORSUNANIMOUSLYRECOMMENDSAVOTE FOR all the director nominees listed above.ALLDIRECTORNOMINEESLISTEDABOVE.

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GOVERNANCEOFTHE COMPANY

OUR COMMITMENTTO STRONG CORPORATE GOVERNANCE

The General Dynamics Board of Directors believes that a commitment to good corporate governance enhances shareholder value. To that end, General Dynamics is committed to employing strong corporate governance practices to promote a culture of ethics and integrity that defines how we do business. At the core, we are in business to earn a fair return for our shareholders. To that end, our Board of Directors believes that a commitment to good corporate governance helps us compete more effectively, sustain our success over the long term and enhance shareholder value.

On the recommendation of the Nominating and Corporate Governance Committee, the Board has adopted the General Dynamics Corporate Governance Guidelines to provide a framework for effective governance of the Board and the company. The guidelines establish policies and practices with respect to Board operations and responsibilities, including board structure and composition, director independence, executive and director compensation, succession planning and the receipt of concerns and complaints by the Board. The Board regularly reviews these guidelines and updates them periodically in response to changing regulatory requirements, feedback from shareholders on governance matters and evolving best practices in corporate governance.

The Board believes that its commitment to good governance is demonstrated by key corporate governance practices, including: a majority voting standard for the election of directors coupled with a director resignation policy; an independent lead director;Independent Lead Director; disclosure of corporate political contributions and trade association dues on our website; an industry-leadinga market-leading executive stock ownership policy; a policy prohibiting hedging and pledging by directors and officers; an executive compensation recoupment (clawback) policy; and shareholders’ right to call a special meeting. These and other practices are highlighted on page 2.3.

OUR CULTUREOF ETHICS

As part of our commitment to strong corporate governance practices, we maintain an active and robust ethics program. Our ethics program is rooted in our ethos – our distinguishing moral nature. Our ethos is defined by five values:

As a community of people dedicated to our ethos, we stand against those who betray others, trod upon others’ rights or disrespect the rule of law. Each of us has an obligation to behave according to our values. In that way, we can ensure that we continue to be good stewards of the investments in us by our shareholders, customers, employees and communities, now and in the future.

We have a Standards of Business Ethics and Conduct Handbook that applies to all employees. This handbook, known as the “Blue Book,” has been updated and improved as we have grown and changed over the years. Our ethics program also includes a 24-hour ethics helpline, which employees can access via telephone or online to communicate any business-related ethics concerns, and periodic training on ethics and compliance topics for all employees.

We also have adopted ethics codes specifically applicable to our Board of Directors and our financial professionals. The Code of Conduct for Members of the Board of Directors embodies our Board’s commitment to manage our business in accordance with the highest standards of ethical conduct. The Code of Ethics for Financial Professionals, which supplements the Blue Book, applies to our chief executive officer, chief financial officer, controllerChief Executive Officer, Chief Financial Officer, Controller and any person performing similar financial functions.

Any amendments to or waivers from the Standards of Business Ethics and Conduct, Code of Ethics for Financial Professionals or Code of Conduct for Members of the Board of Directors on behalf of any of our executive officers, financial professionals or directors will be disclosed on our website.

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BOARD LEADERSHIP STRUCTURE

Our Board comprises independent, accomplished and experienced directors who provide advice and oversight to further the interests of our company and our shareholders. Our Board believes that its organizational structure provides a framework for it to provide independent leadership and engagement while ensuring appropriate insight into the operations and strategic issues of the company.

Chairman. Our Board elects a chairmanChairman from among the directors and determines whether to separate or combine the roles of chairmanChairman and chief executive officerChief Executive Officer based on what it believes best serves the needs of the company and its shareholders at any particular time. The Board believes that Ms. Novakovic’s deep understanding of the company’s business, day-to-day operations, growth opportunities, challenges and risk management practices gained through several leadership positions enable her to provide strong and effective leadership to the Board and to ensure that the Board is informed of important issues facing the company. The Board also believes that having a combined role promotes a cohesive, strong and consistent vision and strategy for the company.

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The Director Independence Guidelines provide that an “independent director”:

For purposes of the Director Independence Guidelines, references to General Dynamics include any of our subsidiaries and the term “immediate family member” includes a person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than domestic employees) who shares the person’s home.

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BOARD MEETINGSAND ATTENDANCE

During 2013,2014, the Board of Directors held 10eight meetings. This included a three-day meeting in February to review our 20132014 operating plan, including the operating plans of each of our business units and business groups. In August 2013,September 2014, the Board visited the Sterling Heights, Michigan,Savannah, Georgia, facility of our General Dynamics Land SystemsGulfstream Aerospace business unit and met with that business unit’s management team. Each of our directors attended at least 92%94 percent of the meetings of the Board and committees on which they served in 2013.2014, with 10 of our current 12 directors attending 100 percent of the Board and committee meetings. We encourage directors to attend each annual meeting of shareholders. All of our directors attended the 2013 annual2014 meeting of shareholders.

EXECUTIVE SESSIONSOFTHE BOARD

Our Board holds executive sessions of the non-management directors in conjunction with all regularly scheduled Board meetings. The non-management directors may also meet without management present at other times as requested by any non-management director. The lead director serves as chair at the executive sessions.

BOARD COMMITTEES

The Board of Directors has established the following four standing committees to assist in executing its duties: Audit, Compensation, Finance and Benefit Plans, and Nominating and Corporate Governance. The primary responsibilities of each of the committees are described below, together with the current membership and number of meetings held in 2013.2014. Currently, three of the four Board committees are composed of independent, non-management directors, including those committees that are required by the rules of the New York Stock Exchange to be composed solely of independent directors. Each of the Board committees has a written charter. Copies of these charters are available on our website at www.generaldynamics.com, under the “Investor Relations” – “Corporate Governance” headings, or in print upon request.

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Committee Responsibilities. Following are descriptions of the primary areas of responsibility for each of the four committees.

Pursuant to its charter, the Compensation Committee has engaged PricewaterhouseCoopers LLP (PwC) as a compensation consultant to provide advice on executive compensation matters. In early 2013 and again in early 2014, the committee,Committee, after reviewing the factors influencing independence (as specified by the New York Stock Exchange listing standards) including the fees paid by the company to PwC for other services, engaged PwC to provide context on the current executivefor compensation landscape from the perspective of regulators, shareholders and the competitive market, and to conduct a review of our executive compensation processes.consulting services. PwC is also available to provide advice to the chairchairman of the Compensation Committee or the Compensation Committee as a whole on executive compensation matters on an as-needed basis. PwC attends Compensation Committee meetings upon the request of the committee’sCommittee’s chair and may also provide observations and insights to the committeeCommittee related to the amount or form of compensation for our executives.

During 2014, at the Committee’s request, PwC performed the following specific services:

In 2013,2014, the chair of the Compensation Committee approved fees of approximately $126,000$83,000 to PwC in its capacity as external advisor to the Compensation Committee. Fees were higher in 2013 compared to 2012 due to PwC’s increased support of the Compensation Committee, including support provided for the committee chair’s shareholder engagement efforts on executive compensation matters and resulting program enhancements considered by the committee. Management neither made, nor recommended, the decision to engage PwC. The PwC group providing compensation services to the Compensation Committee reports directly to the chair of the Compensation Committee and is not involved in providing any other services to the company. During 2013, we also2014, the company retained PwC to provide services to the company unrelated to executive compensation, including tax and other business-related services. The aggregate fees paid for those services in 20132014 were approximately $3$4.5 million. In February 2014,2015, the Compensation Committee undertook an assessment of PwC’s services for the committeeCommittee and the company as well as other factors influencing independence (as specified by the New York Stock Exchange listing standards) and determined that no conflict of interest exists. The committeeCommittee further concluded that PwC is independent of management as a consultant and is duly qualified to assist the committee.Committee.

RISK OVERSIGHT

General Dynamics has a comprehensive risk management program conducted by senior management and overseen by the Board of Directors. In particular, the Board oversees management’s identification and prioritization of risks. We believe that our Boardrisk management processes are well supported by the current board leadership structure supports a risk-management processstructure.

Summary of the Risk Management Program. The following summarizes the key elements of the Board’s, senior management’s and external advisors’ roles in which seniorour risk management is responsible for our company’s day-to-day risk-management processes and the Board provides oversight of those processes. program.

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Board of Directors. The full Board reviews and approves annually a corporate policy addressing the delegation of authority and assignment of responsibility to ensure that the responsibilities and authority delegated to senior management are appropriate from an operational and risk-management perspective. In addition, the Board assesses the company’s strategic and operational risks throughout the year, with particular focus on these risks at an annual three-day Board meeting in late January/early February. At this meeting, senior management reports on opportunities and risks in the markets in which the company conducts business. Additionally, each business unit president and each business group executive vice president presents the unit’s and group’s respective operating plan and strategic initiatives for the year, including notable business opportunities and risks. The Board reviews, adjusts where appropriate, and approves the business unit and business group goals and adopts our company operating plan for the year. These plans and related risks are monitored throughout the year as part of periodic financial and performance reports given to the Board by the chief financial officer and executive vice presidents of each business group. The Board also receives briefings from senior management concerning a variety of matters and related risks to the company, including defense budget and acquisition matters and specific customer or program developments.

In addition, each of the Board committees considers risk as it relates to its particular areas of responsibility.

External Advisors Role in Risk Management.  The company’s external advisors support the risk management program in a number of ways. Specifically, external advisors support the program by: (1) auditing our financial statements, (2) reviewing and suggesting updates and improvements of our risk management processes and procedures, (3) assisting in the implementation of Board and senior management responsibilities regarding risk management and (4) supporting and assisting with public disclosure regarding risk management and company risks.

Succession Planning and Risk Management.  The Board considers senior management succession planning a core part of the company’s risk management program. At least annually, the Board reviews with the chief executive officer succession planning for senior leadership positions, and the timing and development required to ensure continuity of leadership over the short- and long-terms to manage risk in this area.

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DIRECTOR ORIENTATIONAND CONTINUING EDUCATION

Within six months of election to the Board, each new director receives an orientation that consists of a series of in-person briefings provided by corporate officers on our business operations; operating plans; significant financial, accounting and risk-management matters; corporate governance; ethics; and key policies and practices. The new director receives briefings on the responsibilities, duties and activities of the committees on which the director will initially serve. The new director is also provided the opportunity to visit business units within each of the four business groups and receive briefings from the respective group executive vice president and members of the business unit management team.

In addition, to further support directors, the general counsel and chief financial officer periodically provide materials and briefing sessions on subjects that assist directors in dischargingfulfilling their duties. Annually, the Board holds a three-day meeting with our senior management to review and approve the operating plan of each

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RELATED PERSON TRANSACTIONS POLICY

Our Board of Directors has adopted a written policy on the review and approval of related person transactions. Related persons covered by the policy are:

A related person transaction is defined by this policy as a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which: General Dynamics will be a participant; the amount involved exceeds $120,000; and any related person will have a direct or indirect material interest. The following interests and transactions are not subject to the policy:

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DIRECTOR COMPENSATION

We compensate each non-management director for service on the Board of Directors. The Compensation Committee reviews director compensation on an annual basis.

2014 Compensation.  Director compensation for 2014 included the following:

In early 2013,2014, at the request of the committee, management reviewed director compensation at peer companies. In support of this review, management engaged Meridian Compensation Partners, LLC (Meridian), to conduct a director compensation survey that included cash retainers, meeting fees, equity compensation and additional director benefits.survey. Meridian provided director compensation data for twothe peer groups. The first group consisted of the following companies with substantial aerospace or defense revenues:

To assist the Compensation Committee in assessing director compensation practices and trends in the broader industrial base, management also requested director compensation data from Meridian for a larger group of companies comprising the nine companies listed above and 13 additional companies. The companies in the larger group were:

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DIRECTOR COMPENSATION TABLE

The table below provides total compensation for the last completed fiscal year for each of General Dynamics’ non-management directors serving during the year. The number of shares of restricted stock and the number of shares subject tostock options awarded to the directors annually are the same for each director.

DIRECTOR COMPENSATIONFOR FISCAL YEAR 20132014

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SELECTIONOF INDEPENDENT AUDITORS

(PROPOSAL 2)

The Audit Committee of the Board of Directors has the sole authority to retain the company’s independent auditors and is responsible for the compensation and oversight of the work of the independent auditors for the purpose of preparing or issuing an audit report or related work. The Audit Committee has selected KPMG LLP (“KPMG”), an independent registered public accounting firm, as our independent auditors for 2014.2015. KPMG has been retained as the company’s independent auditor since 2002. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent auditor firm. The members of the Audit Committee believe that the continued retention of KPMG to serve as the company’s independent auditor is in the best interests of the company and its shareholders.

Your Board of Directors is submitting this selection of KPMG as the independent auditors for 20142015 to an advisory vote of the shareholders. The Sarbanes-Oxley Act of 2002 requires that the Audit Committee be directly responsible for the appointment, compensation and oversight of the audit work of the independent auditors. Nevertheless, as a good corporate governance practice, your Board has determined to solicit the vote of the shareholders on an advisory basis in making this appointment.

If the shareholders do not vote on an advisory basis in favor of the selection of KPMG as our independent auditors, the Audit Committee will reconsider whether to engage KPMG and may ultimately determine to engage that firm or another audit firm without resubmitting the matter to shareholders. Even if the shareholders vote in favor of the selection of KPMG, the Audit Committee may in its sole discretion terminate the engagement of KPMG and direct the appointment of another independent auditor at any time during the year.

Audit and Non-Audit Fees

The following table shows aggregate fees for professional services rendered by KPMG for the audit of our annual consolidated financial statements for the years 20122014 and 2013, and fees billed for other services rendered by KPMG during those years.

Auditor Independence. The Audit Committee has considered whether the services rendered by KPMG are compatible with maintaining KPMG’s independence. Representatives of KPMG are expected to attend the Annual Meeting, may make a statement if they desire to do so and will be available to respond to questions.

Policy on Pre-Approval. The company and the Audit Committee are committed to ensuring the independence of the external auditors, both in fact and in appearance. Therefore, in accordance with the applicable rules of the Securities and Exchange Commission, the Audit Committee has established policies and procedures for pre-approval of all audit and permitted non-audit services provided by the independent auditors. The Audit Committee determines annually whether to approve all audit and permitted non-audit services proposed to be performed by the independent auditors (including an estimate of fees). If other audit or permitted

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The following Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement or any portion hereof into any filing under the Securities Act of 1933, as amended (Securities Act) or the Securities Exchange Act of 1934, as amended (Exchange Act), and shall not otherwise be deemed filed under such acts.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors has furnished the following report.

Five directors serve on the Audit Committee:

None of these directors is an officer or employee of General Dynamics. They all meet the independence requirements of the New York Stock Exchange and Rule 10A-3 of the Exchange Act. The Board has determined that Mr. Fricks and Mr. Osborn each qualifies as an “audit committee financial expert” as defined by the Securities and Exchange Commission (SEC) in Item 407(d) of Regulation S-K. The Audit Committee is governed by a written charter approved by the Board. In accordance with that charter, the Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of General Dynamics. The Committee held nine meetings in 2013.2014.

The Audit Committee has reviewed and discussed with management and the company’s independent auditors for 2013,2014, KPMG LLP, an independent registered public accounting firm, the company’s audited consolidated financial statements as of December 31, 2013,2014, and for the year ended on that date. Management is responsible for the company’s financial reporting process, including maintaining a system of internal controls, and for preparing the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). KPMG is responsible for auditing those consolidated financial statements and for expressing an opinion on the conformity of the consolidated financial statements with GAAP. In addition, in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the Audit Committee reviewed and discussed with management, the company’s internal auditors and KPMG, management’s report on the operating effectiveness of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, including KPMG’s related report and attestation.

The Audit Committee has discussed with KPMG the matters required under applicable professional auditing standards and regulations adopted by the Public Company Accounting Oversight Board. In addition, the Audit Committee has received and reviewed the written disclosures and letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG its independence, including the compatibility of non-audit services with maintaining KPMG’s independence. Based on the foregoing discussions and reviews, the Audit Committee has satisfied itself as to the independence of KPMG.

In reliance on the reviews and discussions described above, the Audit Committee recommended to the Board, and the Board approved, the inclusion of the audited consolidated financial statements in the company’s Annual Report on Form 10-K as of and for the year ended December 31, 2013,2014, for filing with the SEC.

This report is submitted by the Audit Committee.

March 4, 20143, 2015

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ADVISORY VOTETO APPROVE EXECUTIVE COMPENSATION

(Proposal 3)

As required by Section 14A of the Dodd-Frank Wall Street Reform and Consumer ProtectionExchange Act, we are seeking shareholder input on our executive compensation as disclosed in this Proxy Statement. The Board and the Compensation Committee actively monitor our executive compensation practices in light of the industry in which we operate and the marketplace for talent in which we compete. We remain focused on compensating our executive officers fairly and in a manner that emphasizes performance while providing the tools necessary to attract and retain the best talent.

As described in the Compensation Discussion and Analysis section beginning on the following page, our Executive Compensation Programexecutive compensation program is designed to create incentives both for strong operational performance in the current year and for the long-term benefit of the company, thereby closely aligning the interests of management with the interests of our shareholders.

Our Board of Directors, the Compensation Committee and our management team actively sought shareholder feedback about the compensation program in 2013 and have heard the views of our shareholders. As such, we have continued our long-standing effort to improve the compensation program and respond to shareholder concerns and input. We received a disappointing 57% support for our say-on-pay vote in 2013 and 77% in 2012. Following these votes, our shareholders provided us with valuable viewpoints about the program. We made a number of updates this year in response to shareholder feedback and will continue to take shareholder comments into consideration to ensure that our Executive Compensation Program meets the needs of our shareholders and incentivizes our executives to manage the business to maximize shareholder value.

For these reasons, the Board recommends shareholders vote in favor of the following resolution:

“Resolved, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

The vote is advisory and is not binding on the Board. However, the Compensation Committee of the Board expects to take into account the outcome of the vote as it continues to consider the company’s Executive Compensation Program.executive compensation program.

YOUR BOARDOF DIRECTORSUNANIMOUSLYRECOMMENDSAVOTE FORTHISPROPOSAL.

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COMPENSATION DISCUSSIONAND ANALYSIS

In the Compensation Discussion and Analysis, we describe the details of our Named Executive Officer Executive Compensation Program.named executive officer executive compensation program.

The section is organized as follows:

Table of Contents

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This Compensation Discussion and Analysis (CD&A) describes the compensation of our Named Executive Officers (NEOs) for 20132014 and includes the following individuals:

Ms. Novakovic was promoted tobecame Chairman and CEO on January 1, 2013. Prior to her appointment as Chairman and CEO, she served from May 2, 2012 through December 31, 2012 as President and Chief Operating Officer, and from May 1, 2010 through May 1, 2012 as Executive Vice President, Marine Systems. To the extent there are references to Ms. Novakovic’s compensation prior to 2013 in this CD&A, it includes compensation for service in her prior roles.

Effective March 7, 2013, Mr. Heebner was appointed Executive Vice President of the Information Systems and Technology group, and Mr. Roualet succeeded Mr. Heebner as Executive Vice President of the Combat Systems group. Mr. Roualet was previously President of General Dynamics Land Systems.

Mr. Redd served as Senior Vice President and Chief Financial Officer through December 31, 2013.

BUSINESS OVERVIEW

General Dynamics is an aerospace and defense company that offers a broad portfolio of products and services in:

We are organized into the followingoperate through four business groups:groups, with each group led by an executive vice president:

Our management team delivers shareholder returns through disciplined execution on backlog, efficient cash-flow conversion and prudent capital deployment. We operate through four business groups: Aerospace, Combat Systems, Marine Systems, and Information Systems and Technology, with each group led by an executive vice president. Business group performance measures are among the key metrics the Compensation Committee (the Committee) considers when making executive compensation decisions for the NEOs.

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COMPANY PERFORMANCE HIGHLIGHTS

Getting Back to Basics.Basics Drives Shareholder Value.  Through Ms. Novakovic, upon her appointment as Chairman and CEO, articulatedNovakovic’s leadership, the company continued to shareholders andfocus on a “Back to executives that her focus would be onBasics” approach. Our commitment to driving improved performance by returning to what she called a focus on getting “Back to Basics” –through margin expansion, cash generation and return on invested capital – all of which occurredproved to be a successful strategy for the company and shareholders again in 2013. By highlighting2014. Improved operational effectiveness and thoughtful cost management within each of the four business groups has shown strong and improving performance in 2013. With no acquisitions in 2013,produced a significant level of free cash flow was returned tothat directly benefited shareholders in the form of dividends and share repurchases. AsWith more than 60 percent of our revenues from the U.S. government, our financial performance summary below indicates,is impacted by U.S. government spending levels, particularly on defense. Over the past several years, U.S. defense spending has decreased. The operating improvements we achieved drove company achieved all three Back to Basics goals with a direct, positive result on shareholder value.performance despite this challenging environment.

Financial Performance Summary.The company performed extremely well in 20132014 with a continued focus on driving growthimprovement in key areas. The following charts show key performance metrics over relevant periods, including particularly strong one-year total shareholder return since Ms. Novakovic became CEO and, with the management team, implemented the Back to Basics approach. Solid long-term stock performance combined with a history of increasing dividends and share buybacks demonstrate a focus on shareholder value, while improving earnings and return on invested capital results reveal good long-term prospects for the business. With a record order backlog and a focus on continued excellent execution, we are well positioned to continue driving shareholder value.

Total Shareholder Return*Return

2011-132012-2014

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Five-Year Dividend Payment History*		Earnings from Continuing Operations

*Dividends are paid quarterly

Five-Year Dividend Payment History    Return on Invested Capital**			Percentage Year-Over-Year Dividend Change Free Cash Flow from Operations**

*Dividends are paid quarterly

Earnings from Continuing Operations

26     General Dynamics 2014 Proxy Statement

COMPONENTSOF NEO COMPENSATIONAND ALIGNMENTWITH COMPANY PERFORMANCE

We pay each NEO withthrough three primary forms of executive compensation: base salary, an annual incentivesincentive and a long-term incentives. The annual and long-term incentives are variable depending on achieving specific performance objectives.

Structural Alignment of Pay with Performance.We demonstrate our commitment to aligning compensation with company performance through the following key elements of the program:

CEO Compensation Allocation for 2013*2014*		Other NEO Compensation Allocation for 2013*2014*

*Fixed compensation represents base salary, and variable compensation represents annual bonus performance restricted stock units, restricted stock and stock options.equity awards

The following table summarizes the key components of each NEO’s compensation:

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Employing a Disciplined, Structured Approach to CompensationCompensation.  .NEO compensation is based on clear, measureable goals related to company and business group performance. Annual bonuses and long-term incentive compensation levels are tied directly to measurable objectives. Ms. Novakovic implemented, rigorousand the Committee reviewed and approved, scorecards for each of the NEOs to demonstrateensure a heightened focus on structure and discipline around performance management and compensation. Details of each NEO’s scorecard are included beginning on page 4347 of this CD&A.

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