SC TO-C

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

CSRA Inc.

(Name of Subject Company (Issuer)

Red Hawk Enterprises Corp.

a wholly owned subsidiary of

General Dynamics Corporation

(Name of Filing Persons (Offerors))

Common Stock, par value $0.001 per share

(Title of Class of Securities)

12650T104

(CUSIP Number of Class of Securities)

Gregory S. Gallopoulos, Esq.

Senior Vice President, General Counsel and Secretary

General Dynamics Corporation

2941 Fairview Park Drive, Suite 100

Falls Church, Virginia 22042-4513

(703) 876-3000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copies of all communications, including communications sent to agent for service, should be sent to:

Joseph P. Gromacki, Esq.

Jenner & Block LLP

353 N. Clark Street

Chicago, Illinois 60654-3456

(312) 222-9350

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
Not applicable*	Not applicable*

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

☐ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

This filing relates solely to preliminary communications made before the commencement of a planned tender offer by Red Hawk Enterprises Corp., a Nevada corporation (“Merger Sub”) and a wholly owned subsidiary of General Dynamics Corporation, a Delaware corporation (“General Dynamics”), for all of the outstanding common stock of CSRA Inc., a Nevada corporation (“CSRA”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of February 9, 2018, among General Dynamics, Merger Sub and CSRA (the “Merger Agreement”).

Notice to Investors

In accordance with the Merger Agreement referenced in this filing, Merger Sub will commence a tender offer, but the tender offer has not yet commenced. This communication is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of CSRA stock. At the time the tender offer is commenced, Merger Sub will file a tender offer statement and related exhibits with the SEC and CSRA will file a solicitation/recommendation statement with respect to the tender offer. Investors and stockholders of CSRA are strongly advised to read the tender offer statement (including the related exhibits) and the solicitation/recommendation statement, as they may be amended from time to time, when they become available, because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer statement (including the related exhibits) and the solicitation/recommendation statement will be available at no charge on the SEC’s website at www.sec.gov. In addition, the tender offer statement and other documents that the wholly owned subsidiary of General Dynamics files with the SEC will be made available to all stockholders of CSRA free of charge at www.generaldynamics.com. The solicitation/recommendation statement and the other documents filed by CSRA with the SEC will be made available to all stockholders of CSRA free of charge at www.CSRA.com.

Additional Information about the Merger and Where to Find It

In connection with the potential one-step merger of Merger Sub with and into CSRA without the prior consummation of the tender offer (the “One Step Merger”), CSRA will file a proxy statement with the SEC. Additionally, CSRA will file other relevant materials with the SEC in connection with the proposed acquisition of CSRA by General Dynamics and Merger Sub pursuant to the terms of the Agreement and Plan of Merger, dated as of February 9, 2018, among General Dynamics, Merger Sub and CSRA (the “Merger Agreement”). Investors and stockholders of CSRA are strongly advised to read the proxy statement and the other relevant materials, as they may be amended from time to time, when they become available, because they will contain important information about the One Step Merger and the parties to the One Step Merger, before making any voting or investment decision with respect to the One Step Merger. The proxy statement will be available at no charge on the SEC’s web site at www.sec.gov. The proxy statement and other documents filed by CSRA with the SEC will be made available to all stockholders of CSRA free of charge at www.CSRA.com.

CSRA and its directors and officers may be deemed to be participants in the solicitation of proxies from CSRA’s stockholders with respect to the One Step Merger. Information about CSRA’s directors and executive officers and their ownership of CSRA’s common stock is set forth in the proxy statement for CSRA’s 2017 Annual Meeting of Stockholders, which was filed with the SEC on June 27, 2017, and CSRA’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017. CSRA stockholders may obtain additional information regarding the interests of CSRA and its directors and executive officers in the Merger, which may be different than those of CSRA stockholders generally, by reading the proxy statement and other relevant documents regarding the One Step Merger, when filed with the SEC.

Forward-Looking Statements

Certain statements made in this communication, 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 include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of the combined company’s business, performance and opportunities, including the ability to deliver more innovative, leading-edge solutions; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. 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. The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the tender offer and the merger; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of CSRA’s stockholders tendering their shares in the tender offer; (iv) the possibility that competing offers or acquisition proposals for CSRA will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (vii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; and (viii) other factors as set forth from time to time in General Dynamics and CSRA’s filings with the SEC, including their respective Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as the tender offer statement, solicitation/recommendation statement and other tender offer documents that will be filed by General Dynamics, Merger Sub and CSRA. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

All forward-looking statements speak only as of the date they were made. General Dynamics 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 filing.

EXHIBIT INDEX

Exhibit No.	Description
(a)(5)(A)	Investor presentation, dated February 12, 2018.

EX-99.A.5.A

General Dynamics To Acquire CSRA February 12, 2018 Exhibit (a)(5)(A)

Caution Regarding Forward-Looking Statements Certain statements made in this presentation, 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 Quarterly Reports on Form 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 presentation. Notice to Investors The tender offer described in this presentation has not yet commenced. This presentation is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of CSRA stock. At the time the tender offer is commenced, Red Hawk Enterprises Corp., a wholly owned subsidiary of the company (“Merger Sub”), will file a tender offer statement and related exhibits with the SEC and CSRA will file a solicitation/recommendation statement with respect to the tender offer. Investors and stockholders of CSRA are strongly advised to read the tender offer statement (including the related exhibits) and the solicitation/recommendation statement, as they may be amended from time to time, when they become available, because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer statement (including the related exhibits) and the solicitation/recommendation statement will be available at no charge on the SEC's website at www.sec.gov.  In addition, the tender offer statement and other documents that Merger Sub files with the SEC will be made available to all stockholders of CSRA free of charge at www.gd.com. The solicitation/recommendation statement and the other documents filed by CSRA with the SEC will be made available to all stockholders of CSRA free of charge at www.csra.com. Additional Information about the Merger and Where to Find It In connection with the potential one-step merger of Merger Sub with and into CSRA without the prior consummation of the Offer (the “One Step Merger”), CSRA will file a proxy statement with the SEC. Additionally, CSRA will file other relevant materials with the SEC in connection with the proposed acquisition of CSRA by General Dynamics and Merger Sub pursuant to the terms of the Merger Agreement. Investors and stockholders of CSRA are strongly advised to read the proxy statement and the other relevant materials, as they may be amended from time to time, when they become available, because they will contain important information about the One Step Merger and the parties to the One Step Merger, before making any voting or investment decision with respect to the One Step Merger. The proxy statement will be available at no charge on the SEC’s web site at www.sec.gov. The proxy statement and other documents filed by CSRA with the SEC will be made available to all stockholders of CSRA free of charge at www.csra.com. CSRA and its directors and officers may be deemed to be participants in the solicitation of proxies from CSRA’s stockholders with respect to the One Step Merger. Information about CSRA’s directors and executive officers and their ownership of CSRA’s common stock is set forth in the proxy statement for CSRA’s 2017 Annual Meeting of Stockholders, which was filed with the SEC on June 27, 2017. CSRA stockholders may obtain additional information regarding the interests of CSRA and its directors and executive officers in the Merger, which may be different than those of CSRA stockholders generally, by reading the proxy statement and other relevant documents regarding the One Step Merger, when filed with the SEC. Forward-Looking Statements; Notice to Investors

CSRA + GDIT = Compelling Combination Creates a premier provider of IT services and solutions Complementary portfolios and capabilities Combined CSRA/GDIT to become new GD financial reporting segment Cash tender offer structure; close expected 1st half 2018 Significant long-term value creation for GD shareholders

Financial Highlights Price/estimated 2018 Calendar Sales ≈1.8x Price/estimated 2018 Calendar EBITDA ≈11.6x Preliminary annual cost synergies greater than 2% of combined revenues Expected to be GAAP EPS and free cash flow accretive in 2019 Maintains strong balance sheet and financial agility

(1) Before pension income Leading provider of next-gen IT solutions Unique go-to-market business model Best-in-class business development High margin and high customer loyalty Low-cost, shared delivery centers for greater competitiveness Talented workforce and strong leadership team CSRA Business Overview 19,000+ Employees $5B+ Revenue 15%+ EBITDA Margins(1) 4,300 U.S. Military Veterans 65+ Alliance Partners 2,000 Projects 100+ Contract Vehicles

GDIT also delivers complex IT solutions to the same customer sets Approximately 25% of GDIT employees are military veterans Global presence in 30 countries Diverse and talented workforce 19,000+ Employees $4.5B+ Revenue 9,000 Cleared Employees Worldwide 80+ Contract Vehicles GDIT Business Overview 400+ Customer Locations

$5.4B CY2018E Revenues Defense Intel Health and Civil Well diversified Next-Gen IT portfolio CSRA: Balanced Customer Portfolio

[ ]% [ ]% [ ]% $9.9B 2018 Revenues Defense Health and Civil Intel 57% FP/T&M Fixed Price Cost-Plus T&M CSRA + GDIT: Creates Broad Customer and Contract Base Provide innovative solutions at solid double digit margins

Current Lines Of Business GDIT CSRA Major IT Infrastructure Programs Lifecycle design, development, implementation, test, operation and support üüüü üü IT Services Next-generation and mission services üüüü üüüüü Cyber Protection Services Defense of the IT enterprise üüü üüü Training Hardware & software support of Intel & DoD missions ü üü Professional Services Engineering, logistics, supply chain üüü üüü CSRA & GDIT: Fit

CY2018E Revenue ($B) Source: FactSet consensus estimates, company data; includes companies with revenues of $1.9B or greater Federal IT Market is Consolidating

CY2018E Revenue ($B) Source: FactSet consensus estimates, company data; includes companies with revenues of $1.9B or greater The Creation of a Market Leader

Creates new segment focused on the growing Federal IT services space Accelerates GD growth and profitability Provides additional balance to platform portfolio 24% 16% 23% 12% 25% Aerospace 2018 Revenue* 25% 24% 23% 12% 16% *Pro-forma Transaction Further Strengthens General Dynamics Portfolio

CSRA + GDIT = Compelling Combination