8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 20, 2005 (April 20, 2005)

      GENERAL DYNAMICS CORPORATION      

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-3671	13-1673581
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2941 Fairview Park Drive Suite 100, Falls Church, Virginia	22042-4513
(Address of Principal Executive Offices)	(Zip Code)

(703) 876-3000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On April 20, 2005, General Dynamics announced its financial results for the quarter ended April 3, 2005. A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits (furnished only)

99.1 General Dynamics press release dated April 20, 2005, with respect to the company’s financial results for the quarter ended April 3, 2005.

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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 hereunto duly authorized.

GENERAL DYNAMICS CORPORATION
by	/s/ John W. Schwartz
	John W. Schwartz
	Vice President and Controller
	(Authorized Officer and Chief Accounting Officer)

Dated: April 20, 2005

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EX-99.1

Exhibit 99.1

2941 Fairview Park Drive
Suite 100
Falls Church, VA 22042-4513
www.generaldynamics.com	News

April 20, 2005

Contact: Rob Doolittle

Tel: 703 876 3199

Fax: 703 876 3555

rdoolitt@generaldynamics.com

General Dynamics Reports Strong Earnings, Cash and

Backlog Growth for First Quarter 2005

· EPS guidance increased

FALLS CHURCH, Va. – General Dynamics (NYSE: GD) today reported 2005 first quarter revenues of $4.8 billion, compared to 2004 first quarter revenues of $4.6 billion. Net earnings in the 2005 first quarter were $336 million, or $1.66 per share on a fully diluted basis, compared with 2004 first quarter net earnings of $269 million, or $1.34 per share fully diluted.

Net cash flow provided by operating activities was $358 million for the quarter. Free cash flow from operations, defined as net cash provided by operating activities less capital expenditures, was $317 million.

Funded backlog at the end of the first quarter was $30.7 billion, and total backlog was $44.9 billion, compared to $28.2 billion and $42 billion, respectively, at the end of the fourth quarter of 2004. Backlog increased in each of the four business segments.

Net earnings for the quarter included a one-time tax benefit resulting from the resolution of the 1999-2002 Federal audit cycle. This resulted in a tax provision of $ 69 million, which is $63 million less than the $132 million provision for taxes in the first quarter of 2004.

“General Dynamics is off to a good start for 2005,” said Nicholas D. Chabraja, General Dynamics chairman and chief executive officer. “Three of our four primary business groups demonstrated solid performance in the quarter, and we had good margin improvement in Aerospace and Information Systems and Technology. If there was a disappointment, it was that we had to take an additional charge against the commercial tanker program at NASSCO; however, we delivered the second ship of four this quarter.”

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“Total backlog increased $2.9 billion in the first quarter, with $2.5 billion of that in the funded backlog account,” Chabraja continued.

“Net cash provided by operating activities exceeded net earnings in the quarter, and free cash flow from operations nearly equaled net earnings,” Chabraja said. “Our focus on performance at all levels of the business continues to generate positive results.”

“We are increasing our guidance for 2005 earnings per share from continuing operations to $6.95 per share, approximately 16 percent above the $5.97 earnings per share recorded for continuing operations in 2004,” Chabraja said.

General Dynamics, headquartered in Falls Church, Virginia, employs approximately 70,100 people worldwide. The company is a market leader in mission-critical information systems and technologies; land and expeditionary combat systems, armaments and munitions; shipbuilding and marine systems; and business aviation.

Certain statements made in this press release, including any statements as to future results of operations and financial projections, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are based on management’s expectations, estimates, projections and assumptions. These statements are not guarantees of future performance and involve certain risks and uncertainties, which 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. Additional information regarding these factors is contained in the company’s filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K and our Forms 10-Q.

All forward-looking statements speak only as of the date they were made. The company does not undertake any obligation to update or publicly release any revisions to any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.

WEBCAST INFORMATION: General Dynamics will webcast its first-quarter securities analyst conference call, scheduled for 11 a.m. Eastern Daylight Time on Wednesday, April 20, 2005. Those accessing the webcast will be able to listen to management’s discussion of the first-quarter results, as well as the question-and-answer session with securities analysts.

The webcast will be a listen-only audio broadcast, available at www.generaldynamics.com. A Real Audio^™ player or Windows Media^™ player is required to access the webcast; information about downloading those players is available on the company’s website. An on-demand replay of the webcast will be available by 2 p.m. on April 20 and will continue for 12 months.

To hear a recording of the conference call by telephone, please call 719-457-0820; passcode 1405040. It will be available from 2 p.m. on April 20 until midnight on May 4, 2005.

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CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)

DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS

	First Quarter						Variance
	2005			2004			$			%
NET SALES	$	4,819		$	4,646		$	173		3.7	%
OPERATING COSTS AND EXPENSES		4,371			4,210			(161	)
OPERATING EARNINGS		448			436			12		2.8	%
Interest, Net		(34	)		(39	)		5
Other Expense, Net		(1	)		—			(1	)
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		413			397			16		4.0	%
Provision for Income Taxes		69			132			63
EARNINGS FROM CONTINUING OPERATIONS	$	344		$	265		$	79		29.8	%
Discontinued Operations, Net of Tax		(8	)		4			(12	)
NET EARNINGS	$	336		$	269		$	67		24.9	%
EARNINGS PER SHARE - BASIC
Continuing Operations	$	1.72		$	1.34		$	0.38		28.4	%
Discontinued Operations	$	(0.04	)	$	0.02		$	(0.06	)
Net Earnings	$	1.68		$	1.36		$	0.32		23.5	%
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING (IN MILLIONS)		200.6			198.4
EARNINGS PER SHARE - DILUTED
Continuing Operations	$	1.70		$	1.32		$	0.38		28.8	%
Discontinued Operations	$	(0.04	)	$	0.02		$	(0.06	)
Net Earnings	$	1.66		$	1.34		$	0.32		23.9	%
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING (IN MILLIONS)		202.0			200.3

Exhibit A

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NET SALES AND OPERATING EARNINGS BY SEGMENT (UNAUDITED)

DOLLARS IN MILLIONS

	First Quarter						Variance
	2005			2004			$			%
NET SALES:
INFORMATION SYSTEMS AND TECHNOLOGY	$	1,752		$	1,643		$	109		6.6	%
COMBAT SYSTEMS		1,057			1,070			(13	)	(1.2	)%
MARINE SYSTEMS		1,210			1,280			(70	)	(5.5	)%
AEROSPACE		753			606			147		24.3	%
RESOURCES		47			47			—		0.0	%
TOTAL	$	4,819		$	4,646		$	173		3.7	%
OPERATING EARNINGS:
INFORMATION SYSTEMS AND TECHNOLOGY	$	197		$	169		$	28		16.6	%
COMBAT SYSTEMS		104			112			(8	)	(7.1	)%
MARINE SYSTEMS		49			98			(49	)	(50.0	)%
AEROSPACE		101			66			35		53.0	%
RESOURCES		(3	)		(9	)		6		66.7	%
TOTAL	$	448		$	436		$	12		2.8	%
OPERATING MARGINS:
INFORMATION SYSTEMS AND TECHNOLOGY		11.2	%		10.3	%
COMBAT SYSTEMS		9.8	%		10.5	%
MARINE SYSTEMS		4.0	%		7.7	%
AEROSPACE		13.4	%		10.9	%
RESOURCES		(6.4	)%		(19.1	)%
TOTAL		9.3	%		9.4	%

Exhibit B

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PRELIMINARY FINANCIAL INFORMATION (UNAUDITED)

DOLLARS IN MILLIONS EXCEPT PER SHARE AND EMPLOYEE AMOUNTS

	First Quarter 2005			First Quarter 2004
Cash	$	1,511		$	867
Short-term Debt	$	7		$	561
Long-term Debt		3,290			3,297
Total Debt	$	3,297		$	3,858
Net Debt	$	1,786		$	2,991
Shareholders’ Equity	$	7,396		$	6,217
Debt-to-Equity		44.6	%		62.1	%
Debt-to-Capital		30.8	%		38.3	%
Book Value per Share	$	36.75		$	31.26
Net Cash Provided by Operating Activities	$	358		$	326
Capital Expenditures		(41	)		(53	)
Free Cash Flow From Operations (A)	$	317		$	273
Total Taxes Paid	$	33		$	11
Depreciation and Depletion	$	61		$	53
Intangible Asset Amortization		24			22
Depreciation, Depletion and Amortization	$	85		$	75
Company Sponsored R&D (B)	$	80		$	93
Employment		70,100			66,100
Sales Per Employee	$	281,200		$	284,200
Shares Outstanding		201,230,129			198,895,570
Weighted Average Shares Outstanding -
Basic		200,557,459			198,439,517
Diluted		202,023,774			200,303,182

(A) The company’s management believes free cash flow from operations is a measurement that is useful to investors, because it portrays the company’s ability to generate cash from its core businesses for such purposes as repaying maturing debt, funding business acquisitions and paying dividends. The most directly comparable GAAP measure to free cash flow from operations is net cash provided by operating activities.

(B) Includes independent research and development and bid and proposal costs and Gulfstream product development costs.

Exhibit C

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BACKLOG (UNAUDITED)

DOLLARS IN MILLIONS

	First Quarter 2005
	Funded		Unfunded		Total Backlog		IDIQ Contract Value (A)		Total Estimated Contract Value
INFORMATION SYSTEMS AND TECHNOLOGY	$	7,308	$	2,974	$	10,282	$	5,723	$	16,005
COMBAT SYSTEMS		8,060		2,099		10,159		89		10,248
MARINE SYSTEMS		10,396		6,849		17,245		—		17,245
AEROSPACE		4,725		2,209		6,934		—		6,934
RESOURCES		228		58		286		—		286
TOTAL	$	30,717	$	14,189	$	44,906	$	5,812	$	50,718
	Fourth Quarter 2004
	Funded		Unfunded		Total Backlog		IDIQ Contract Value (A)		Total Estimated Contract Value
INFORMATION SYSTEMS AND TECHNOLOGY	$	7,071	$	2,276	$	9,347	$	6,301	$	15,648
COMBAT SYSTEMS		6,398		2,318		8,716		97		8,813
MARINE SYSTEMS		9,899		6,943		16,842		—		16,842
AEROSPACE		4,652		2,192		6,844		—		6,844
RESOURCES		200		58		258		—		258
TOTAL	$	28,220	$	13,787	$	42,007	$	6,398	$	48,405

(A) IDIQ contract value represents management’s estimate of the future contract value under existing indefinite delivery, indefinite quantity contracts. Because the value in these arrangements is subject to the customer’s future exercise of an indeterminate quantity of delivery orders, the company recognizes these contracts in backlog only when they are funded.

Exhibit D

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AIRCRAFT DELIVERIES (UNAUDITED)

	First Quarter
	2005	2004
GREEN:
LARGE AIRCRAFT	14	13
MID-SIZE AIRCRAFT	6	4
TOTAL	20	17
COMPLETIONS:
LARGE AIRCRAFT	12	7
MID-SIZE AIRCRAFT	3	5
TOTAL	15	12
PRE-OWNED:	3	3

Exhibit E

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DISCONTINUED OPERATIONS (UNAUDITED)

DOLLARS IN MILLIONS

	First Quarter
	2005			2004
NET SALES	$	46		$	114
OPERATING COSTS AND EXPENSES		44			108
OPERATING EARNINGS		2			6
GAIN ON DISPOSAL		32			—
EARNINGS BEFORE TAXES		34			6
TAX PROVISION		42			2
EARNINGS (LOSS) FROM DISCONTINUED OPERATIONS	$	(8	)	$	4

Exhibit F

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RECONCILIATION OF CASH FLOW TO

CHANGE IN NET DEBT (UNAUDITED)

	Net Cash Provided by Operating Activities			Free Cash Flow from Operations
CASH FROM OPERATIONS	$	358		$	317
CAPITAL EXPENDITURES		(41	)		N/A
BUSINESS ACQUISITIONS		(37	)		(37	)
SALE OF BUSINESSES		373			373
SHARE REPURCHASES		(100	)		(100	)
DIVIDENDS		(72	)		(72	)
OTHER		54			54
DECREASE IN NET DEBT	$	535		$	535
NET DEBT, BEGINNING OF PERIOD		(2,321	)		(2,321	)
NET DEBT, END OF PERIOD	$	(1,786	)	$	(1,786	)

Exhibit G

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