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Boeing Co.

(The) (NYS: BA) General Company Information


Principal Office Website 100 N. Riverside Plaza Chicago, IL 60606-1596 www.boeing.com USA Phone 312 544-2000 Auditor Deloitte & Touche LLP Primary NAICS 336411 : Aircraft Manufacturing Closing Stock Price 86.43 (as of 03/15/2013)

Number of Employees Incorporated 174,400 (Approximate Full-Time as of 1916 12/31/2012) , WA, United States Country United States Exchange and Ticker NYS : BA Primary SIC 3721 : Aircraft Mergent Dividend Achiever No Number of Shareholders 167,801 (record) (as of 02/01/2013) Annual Meeting In April

Business Summary
Boeing, together with its subsidiaries, is an aerospace firm engaged in the design, development, manufacture, sale, service and support of commercial jetliners, military aircraft, satellites, missile defense, human space flight and launch systems and services. Co. provides assistance and services to facilitate aircraft operation to the operators of its commercial airplane models. These activities and services include flight and maintenance training, field service support, engineering services, and technical data and documents. While its main operations are in the U.S., Co. conducts operations in many countries and has a network of international partners, key suppliers and subcontractors.

Company Details Pricing Summary


Time Period: 1 week

Close Volume 52 Week High/Low : % Price Change (100 Days) : 200-Day Moving Avg. :

Yesterday 5 Days 30 Days 86.43 84.75 75.03 N/A 7,751,963.00 N/A N/A - N/A 15.8 N/A

Company News
5:09PM, 18 March 2013 - Point Solutions for Particular MRO IT Challenges - Aviation Week 4:07PM, 18 March 2013 - Airbus Snares Asia Deal - The Wall Street Journal 4:00PM, 18 March 2013 - Airbus wins record $23.1 billion Indonesian order - The Sydney Morning Herald 3:36PM, 18 March 2013 - Analyst predicts Lululemon earnings will be surprisingly good - The Globe and Mail 3:34PM, 18 March 2013 - Can Boeing Continue This Bull Run? - Wall St. Cheat Sheet

3:15PM, 18 March 2013 - Defense Industry Review YTD; Briefings with Ultra Electronics, 3eTI and Gilat Satellite Networks - Microwave Journal 2:54PM, 18 March 2013 - LOT and Boeing come to agreement over grounded Dreamliners - Warsaw Business Journal 2:51PM, 18 March 2013 - Verizon Shines on a Dour Trading Day - DailyFinance 2:28PM, 18 March 2013 - S&P 500 Analyst Estimate Revisions for March 18 - Bloomberg Businessweek 2:09PM, 18 March 2013 - What Packs More Power than the Titanic and a Space Rocket Combined? Boeing Picks Massive GE Jet Engines for Next-Gen 777 Plane - GE Reports

Corporate Events
Earnings Announcement Data - April 24 2013 : On Apr. 24 2013, Co. announced its 1st quarter earnings before market (inferred). Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (inferred). Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (tentative). Earnings Announcement Data January 30 2013 : On Jan. 30 2013, Co. announced its 4th quarter earnings before market (verified). Conference Call Announcements January 30 2013 : On Jan. 30 2013, Co. scheduled a conference call at 10:30 am. Earnings Announcement Data October 24 2012

: On Oct. 24 2012, Co. announced its 3rd quarter earnings before market (verified). Conference Call Announcements October 24 2012 : On Oct. 24 2012, Co. scheduled a conference call at 10:30 am.

Key Executives
W. McNerney Age Chairman,President,Chief Executive Officer 63 J. Luttig Age Executive Vice President,General Counsel 57 Dennis Muilenburg Age Executive Vice President,Division Officer 48 Gregory Smith Age Executive Vice President,Chief Financial 45 Officer Raymond Conner Age Executive Vice President,Division Officer 57 Salary 1,930,000 Salary 776,240 Salary 780,000

Key Financials
(In USD as of 12/31/2012) Income Statement Revenue Net Income EPS from Continuing Operations EPS - Net Income - Diluted Revenue per Share Balance Sheet Total Assets Total Liabilities Shareholders' Equity Total Assets per Share Net Assets per Share Cash Flows Cash from Operations Cash from Investing Cash from Financing Capital Expenditures Cash Flow per Share

81,698m 3,900m 5.11 5.11 107.78 88,896m 83,029m 5,867m 117.64 7.76 7,508m -3,757m -3,477m 1,703m 9.83

Financial Highlights

Financial Highlights as of 12/31/2012 in USD Income Statement (In Thousan ds) 81,698,000 7,621,000 6,039,000 3,900,000 107.49 5.11 5.11 755,631 758,000 763,800 5.15 (In Thousan ds) 88,896,000 57,309,000 83,029,000 8,973,000 5,867,000 117.64 44,982,000 7.76 (In Thousan ds) 7,508,000 (3,757,000) (3,477,000) 1,703,000 9.83 10,049,000 10,341,000 65,355 16.9139 1.805 5.15 1.05 86.43 73.65 6,686,502.78

Total Revenue EBITDA Operating Income Net Income Revenue per Share EPS from Continuing Operations EPS - Net Income - Diluted Share Outstanding Weighted Average Shares Outstanding - Diluted Weighted Average Shares Outstanding - Basic Earnings per Share - Basic Balance Sheet

Total Assets Current Assets Total Liabilities Long Term Debt Stockholders' Equity Total Assets per Share Current Liabilities Net Assets per Share Cash Flow Statement

Cash from Operations Cash from Investing Cash from Financing Capital Expenditures Cash Flow per Share Cash & Cash Equivalents, Beginning of Year Cash & Cash Equivalents, End of Year Market Cap(mil) PE Ratio Dividend Per Share(TTM) Earning Per Share(TTM) Beta High Price Last 3 Mos. Low Price Last 3 Mos. Avg Daily Volume Last 3 Mos.

Management Effectiveness Revenue per Employee Net Income per Employee ROA % (Net)

467,172 22,301.00 4.61

ROE % (Net) 82.91 ROI % (Operating) 37.45 Profitability Ratios Gross Margin 15.98 Operating Margin 7.39 EBITDA Margin % 9.33 Calculated Tax Rate % 33.96 Profit Margin (TTM) 4.77 Valuation Ratios Price/Earnings (TTM) 14.67 Price/Book (TTM) 9.71 Price/Cash Flow(TTM) 7.63 Asset Management Total Asset Turnover 0.96 Receivables Turnover 13.31 Inventory Turnover 1.96 Property Plant & Equip Turnover 8.59 Cash & Equivalents Turnover 7.99 Debt Management Interest Coverage 13.04 Long Term Debt/Equity 1.53 Long Term Debt as % of Invested Capital 55.13 Total Debt/Equity 1.77 Accounts Payable Turnover 9.15 Accrued Expenses Turnover 5.01 Liquidity Indicators Quick Ratio 0.43 Current Ratio 1.27 Net Current Assets as % of Total Assets 13.87 Free Cash Flow per Share 7.77 Revenue to Assets 0.92 Consensus Estimates 2013Ae 2013Q1e 2013Q2e Earnings Per Share 6.35 1.54 1.57 Revenue 84,237.00 19,203.75 20,719.00 EBITDA 8,054.50 1,860.50 2,023.46

Property Co. maintains its principal executive offices in Chicago, IL. Co. occupied approx. 83,000,000 sq. ft. of floor space on Dec. 31, 2012, of which approx. 96% was located in the U.S.

The table below sets forth information regarding Co.'s summary of the floor space by business (in thousand sq. ft.) as of Dec. 31, 2012:

Business Commercial Airplanes Boeing Defense, Space and Security [1]Other Total [1]Includes Boeing Capital Corporation; Engineering, Operations and Technology; Shared Services Group and Co.'s Corporate Headquarters; and excludes 318 sq. ft. government owned and rent-free space furnished by U.S. government landlord of 546 sq. ft.

Owned 36,165 30,101 2,155 68,421

Leased 5,404 7,801 748 13,953

At Dec. 31, 2012, Co.'s segments occupied in excess of 74,000,000 sq. ft. of floor space at the following locations: Commercial Airplanes - Greater Seattle, WA; North Charleston, SC; Greater Los Angeles, CA; Portland, OR; Australia; and Canada.

Defense, Space and Security Greater Los Angeles, CA; Greater Seattle, WA; Greater St. Louis, MO; Philadelphia, PA; San Antonio, TX; Huntsville, AL; Mesa, AZ; Wichita, KS; Houston, TX; Oklahoma City, OK; and Greater Washington, DC.

Other - Chicago, IL and Greater Seattle, WA.

Co. has rights to use the majority of runways and taxiways that are located on airport properties under leases with municipal, county or other government authorities. In addition, the U.S. government furnishes Co. certain office space, installations and equipment at U.S. government bases for use in connection with various contract activities.

Principal Executive Offices 100 N. Riverside Plaza Chicago, IL 60606-1596 United States

Mailing Address P.O. Box 3707 Seattle, WA 98124 United States

Subsidiaries
SUBSIDIARY NAME PERCEN COUNTRY T OWNED

Subsidiaries Subsidiaries Argon ST, Inc. 100% Astro Limited 100% Aviall Services, Inc. 100% Aviall UK, Inc. 100% Aviall, Inc. 100% BCC Cove Corporation 100% BCC Equipment Leasing Corporation 100% Boeing Aerospace Operations, Inc. 100% Boeing Aerostructures Australia Pty Ltd. 100% Boeing Airborne Surveillance Enterprises, 100% Inc. Boeing Aircraft Holding Company 100% Boeing Australia Holdings Proprietary Limited 100% Boeing Canada Operations Ltd. 100% Boeing Capital Corporation 100% Boeing Capital Loan Corporation 100% Boeing CAS Holding GmbH 100% Boeing Commercial Space Company 100% Boeing Defence Australia Ltd 100% Boeing Defence UK Limited 100% Boeing Intellectual Property Licensing Company 100% Boeing International B.V. & Co. Holding KGaA 100% Boeing International Logistics Spares, Inc. 100% Boeing Logistics Spares, Inc. 100% Boeing North American Space Alliance Company 100% Boeing Operations International, Incorporated 100%

United States Bermuda United States United States United States United States United States United States Australia United States United States Australia Canada United States United States Germany United States Australia United Kingdom United States Germany United States United States United States United States

Insitu, Inc. Jeppesen GmbH Jeppesen Sanderson, Inc. Narus, Inc.

100% 100% 100% 100%

United States Germany United States United States

Long Term Debt Dec. 31, 2012, $10,409,000,000 (excluding current portion) comprised of: Boeing Capital Corporation ("BCC"):

-- 01 -- $2,465,000,000 unsecured debt securities, bearing interest at rates ranging from 1.54% to 7.58%, due through 2023. -- 02 -- $13,000,000 non-recourse debt and notes, bearing interest at rates ranging from 4.12% to 4.84%, due through 2013. -- 03 -- $33,000,000 capital lease obligations, bearing interest at a rate of 0.91%, due through 2015. Other Boeing debt: -- 04 -- $2,686,000,000 unsecured debt securities, bearing interest at rates ranging from 3.5% to 5%, due through 2020. -- 05 -- $2,991,000,000 unsecured debt securities, bearing interest at rates ranging from 5.13% to 6.88%, due through 2043. -- 06 -- $1,642,000,000 unsecured debt securities, bearing interest at rates ranging from 7.25% to 8.75%, due through 2043. -- 07 -- $231,000,000 non-recourse debt and notes - enhanced equipment trust. -- 08 -- $146,000,000 capital lease obligations, due through 2017.

-- 09 -- $202,000,000 other notes. Line of Credit: Co. has $4,600,000,000 at Dec. 31, 2012 available under credit line agreements, of which $2,300,000,000 is a 364-day revolving credit facility expiring in Nov. 2013 and $2,300,000,000 is a five-year credit facility expiring in Nov. 2017. The 364-day credit facility has a oneyear term out option which allows Co. to extend the maturity of any borrowings one year beyond the aforementioned expiration date. Co. continues to be in full compliance with all covenants contained in its debt or credit facility agreements. For details see below.

Capital Structure Abbreviation Cap.

Description Structure Type Exchange Ticker Cap. Common NYS BA

Market Cap 65,355,427,380

Business Segments Business Analysis Report Date Currency Scale Commercial Airplanes Boeing Military Aircraft Network & Space Systems Global Services & Support Boeing Capital Corporation Other Total Revenues Operating Income 12/31/201212/31/201112/31/201012/31/200912/31/200812/31/2012 USD USD USD USD USD USD Millions Millions Millions Millions Millions Millions 49,127 36,171 31,834 34,051 28,263 4,711 16,384 14,947 14,238 14,057 13,492 1,581 7,584 8,673 9,455 10,877 11,338 478 8,639 8,356 8,250 8,727 7,217 1,009 441 532 639 660 703 82 133 138 138 165 567 (159) 82,308 68,817 64,554 68,537 61,580 7,702

Geographic Analysis

Revenues Report Date 12/31/2012 Currency USD Scale Millions Asia, other than China 10,390 China 6,086 Europe 10,269 Middle East 10,285 Oceania 2,043 Africa 1,282 Canada 586 Latin America, Caribbean & Other Regions 3,555 United States 37,202 Total 81,698

Report Date 12/31/2011 Currency USD Scale Millions Asia, other than China 7,438 China 4,779 Europe 9,850 Middle East 5,477 Oceania 3,067 Africa 1,759 Canada 618 Latin America, Caribbean & Other Regions 1,356 United States 34,391 Total 68,735

Report Date 12/31/2010 Currency USD Scale Millions Asia, other than China 7,288 China 3,109 Europe 7,872 Middle East 3,685 Oceania 1,707 Africa 956 Canada 612 Latin America, Caribbean & Other Regions 930 United States 38,147 Total 64,306

Report Date 12/31/2009 Currency USD Scale Millions Asia, other than China 7,536 China 4,888 Europe 7,516 Middle East 5,338 Oceania 1,447 Africa 602 Canada 493 Latin America, Caribbean & Other Regions 963 United States 39,498

Total

68,281

Report Date 12/31/2008 Currency USD Scale Millions Asia, other than China 7,913 China 2,404 Europe 5,992 Middle East 2,568 Oceania 989 Africa 406 Canada 1,849 Latin America, Caribbean & Other Regions 1,656 United States 37,132 Total 60,909

Pricing Information
Closing Price As of 03/15/2013 : 86.43

Dividend Yield 2.0884

Earning Per Share(TTM) 5.15

Dividend Per Share(TTM) 1.805

Market Cap(mil) 65,355

52 Week Range N/A - N/A

PE Ratio 16.9139

% Price Change (100 Days) 15.80

Company Financials
Income Statement Exchange rate used is that of the Year End reported date

Prelims Annual Income Statement Report Date Currency Audit Status 12/31/201 1 USD Not Qualified Yes 12/31/201 0 USD Not Qualified Yes 12/31/200 9 USD Not Qualified Yes

Consolidated

Scale Millions Selling, general & administrative expense 3,408 Sales of products Sales & other operating revenues Total revenues 68,735 Cost of products 55,739 Earnings (loss) from operations 5,844 Earnings (loss) before income taxes 5,393 Income tax expense (benefit) Net earnings from continuing operations 4,011 Net earnings (loss) before accounting change Cumulative effect of accounting change, net of taxes Net earnings (loss) 4,018 Weighted average shares outstanding - basic 746.84 Weighted average shares outstanding - diluted 753.1 Year end shares outstanding Earnings (loss) per share - continuing operations 5.38 - basic Net earnings (loss) per share - basic 5.38 Earnings (loss) per share - continuing operations 5.33 - diluted Net earnings (loss) per share - diluted 5.34 Cash dividends per share 1.68 Litigation Expense Earnings per share-total discontinued opers 0.01 Dividends per share Realized cap gains (loss) Discontinued operations 7 Earning per share-total discont opers-diluted 0.01

Millions 3,644 64,306 51,843 4,971 4,507 3,311 3,307 736.526 744.3 4.5 4.49 4.46 4.45 1.68 (0.01) (4) (0.01)

Millions 3,364 68,281 56,365 2,096 1,731 1,335 1,312 705.376 713.4 1.89 1.86 1.87 1.84 1.68 (0.03) (23) (0.03)

Balance Sheet Exchange rate used is that of the Year End reported date

Prelims Annual Balance Sheet Report Date Currency Audit Status Consolidated Scale Total assets Total shareholders' equity

12/31/200 8 USD Unaudite d Yes Millions 53,801 (1,264)

12/31/200 7 USD Unaudite d Yes Millions 58,772 9,004

12/31/200 6 USD Unaudite d Yes Millions 51,794 4,739

Cash Flows

Exchange rate used is that of the Year End reported date

There is no Prelims Annual financial information available for this company at present.

Ratios Exchange rate used is that of the Year End reported date

Profitability Ratios ROA % (Net) ROE % (Net) ROI % (Operating) EBITDA Margin % Calculated Tax Rate % Revenue per Employee Liquidity Ratios Quick Ratio Current Ratio Net Current Assets % TA Debt Management LT Debt to Equity Total Debt to Equity Interest Coverage Asset Management Total Asset Turnover Receivables Turnover Inventory Turnover Accounts Payable Turnover Accrued Expenses Turnover Property Plant & Equip Turnover Cash & Equivalents Turnover Per Share Cash Flow per Share Book Value per Share

12/31/201 2 4.61 82.91 37.45 9.33 33.96 467,172 12/31/201 2 0.43 1.27 13.87 12/31/201 2 1.53 1.77 13.04 12/31/201 2 0.96 13.31 1.96 9.15 5.01 8.59 7.99 12/31/201 2 9.88 7.76

12/31/201 1 5.41 127.94 35.67 10.49 25.63 400,320 12/31/201 1 0.42 1.21 10.67 12/31/201 1 2.85 3.52 11.13 12/31/201 1 0.93 11.48 1.98 8.53 4.67 7.54 8.92 12/31/201 1 5.39 4.72

12/31/201 0 5.06 135.15 31.07 9.85 26.54 400,660 12/31/201 0 0.46 1.15 7.55 12/31/201 0 4.15 4.49 9.1 12/31/201 0 0.98 10.84 2.51 8.68 4.72 7.26 8.82 12/31/201 0 4 3.76

Executives
Officers W. James McNerney W. James McNerney, Jr., has served as Chairman, President and Chief Executive Officer of The Boeing Company since July 2005, and as Director since 2001. Boeing is a Chicago based aerospace company, manufacturer of commercial airplanes, military aircraft, and defense, space and security systems; it supports airlines and U.S. and allied government customers in more than 90 nations. Mr. McNerney is in charge of overseeing Boeing's strategic direction. Mr. McNerney is also a Director of Procter & Gamble and International Business Machines Corporation ("IBM") since October 2009; a member of The Field Museum Board of Trustees in Chicago; a Trustee of Northwestern University; and a member of the Northwestern Memorial HealthCare Board. He also serves on the executive committee of The Business Roundtable. By appointment of U.S. President Barack Obama, Mr. McNerney chairs the President's Export Council, which operates as an advisory committee on international trade. He is a member of various business and educational organizations. Mr. McNerney is a Fellow of the American Academy of Arts and Sciences and an honorary fellow of the Royal Aeronautical Society. Mr. McNerney was

named Executive of the Year by the National Management Association in 2008. He is the former Chair of The Business Council, the US-China Business Council and the American Society of Corporate Executives. Before Boeing, since July 1, 2005, Mr. McNerney held the position as Chairman of the Board and Chief Executive Officer of 3M Company, a global technology company with positions in electronics, telecommunications, industrial, consumer and office products, health care, safety and other businesses. Mr. McNerney joined 3M in 2000 after 19 years at the General Electric Company, which he joined in 1982. There, he held top executive positions including President and Chief Executive Officer of GE Aircraft Engines and GE Lighting; President of GE AsiaPacific; President and Chief Executive Officer of GE Electrical Distribution and Control; Executive Vice President of GE Capital, a financial services company; and President of GE Information Services. Prior to joining GE, Mr. McNerney worked at Procter & Gamble and McKinsey & Co., Inc. Mr. McNerney earned a B.A. degree from Yale University in 1971 and an M.B.A. from Harvard University in 1975. Mr. McNerney was

awarded an Honorary Doctor of Science degree in 2009 from Cranfield University, for his contribution to the international aerospace industry. Title Tenure Total Compensation : : : Chairman 12 Age : $22,958,313 %Change :

64 0.16

Education J. Michael Luttig J. Michael "Mike" Luttig, has been Executive Vice President and General Counsel of The Boeing Capital Corp. since April 2009. Mr. Luttig has served as a Director of Franklin Templeton Limited Duration Income Trust since December 1, 2009, and as a Director of Templeton Russia and East European Fund, Inc. since December 1, 2009. Prior thereto, Mr. Luttig was Boeing's Senior Vice President and General Counsel from May 2006 to April 2009. Prior thereto, Mr. Luttig served on the United States Court of Appeals for the Fourth Circuit from October 1991 to May 2006. Prior thereto, Mr. Luttig was Assistant Attorney General of the United States from October 1990 to October 1991 and Counselor to the Attorney General at the Department of Justice from August 1990 to October 1991. Prior thereto, Mr. Luttig was Principal Deputy Assistant Attorney General at the Department of Justice from March 1989 to October 1990. Prior thereto, Mr. Luttig was associated with Davis Polk and Wardwell from September 1985 to March 1989. Prior thereto, Mr. Luttig was special assistant to the Chief Justice of the United States from September 1984 to September 1985. Prior thereto, Mr. Luttig was Law Clerk to the Honorable Warren E. Burger, Chief Justice of the United States from July 1983 until August 1984 and Law Clerk to then-Judge Antonin Scalia of the United States Court of Appeals from

August 1982 to July 1983. Prior thereto, Mr. Luttig was Special Assistant to The White House Counsel and then as Assistant Counsel from March 1981 to August 1982. Prior thereto, Mr. Luttig worked at the Supreme Court of the United States in the Office of Administrative Assistant to the Chief Justice from September 1976 to September 1978.

Mr. Luttig earned his Bachelor of Arts degree from Washington and Lee University in 1976, and a Juris Doctorate from the University of Virginia in 1981. Title Tenure Total Compensation Education Dennis A. Muilenburg Dennis A. Muilenburg, has served as a Director of Caterpillar Inc. since June 8, 2011. Mr. Muilenburg serves as Executive Vice President of The Boeing Company (aerospace/defense products and services), and as President and Chief Executive Officer (since September 2009) of Boeing's Integrated Defense Systems (BDS), a provider of integrated solutions for defense, space and intelligence customers in the United States and around the world. BDS is headquartered in St. Louis, MO. Priorto, Mr. Muilenburg, was President of Global Services & Support, providing global afterdelivery support for military platforms and systems, and a broad array of defense and government services, from February 2008 to August 2009. Previously, Mr. Muilenburg was Vice President and General Manager : : : : Executive Vice President 7 Age : $5,466,002%Change : -

58 0.42

of the Boeing Combat Systems Division and Program Manager for Future Combat Systems (FCS), from May 2006 to February 2008. His responsibilities included management of the Boeing-led industry team for FCS - a major U.S. Army modernization initiative to deliver nextgeneration ground combat systems and link soldiers to a wide range of weapons, sensors, robots, and information systems via mobile networks, improving joint interoperability, shared situational awareness, and more effective mission operations. Prior thereto, Mr. Muilenburg was Vice President of Programs & Engineering, Boeing Air Traffic Management, from 2003 to May 2006. He was responsible for the overall development of Boeing's program to modernize the air traffic management (ATM) system and support complementary global communication, navigation and surveillance services. Prior to that, he was Director of Weapon Systems, for the Boeing Joint Strike Fighter program, where he was responsible for overall design, analysis and integration of the Boeing JSF multi-service weapon system. He is co-holder of the patent on the Boeing JSF design concept. Mr. Muilenburg joined Boeing in June 1985 and has held a progression of program management and engineering positions on a broad range of large-scale programs including JAST/ASTOVL, F-22, AFX, Multi-role Fighter, EX surveillance platform, 747 Airborne

Laser, Advanced Tactical Fighter, National Aerospace Plane, High Speed Civil Transport, Condor reconnaissance aircraft, and a number of proprietary programs. Mr. Muilenburg joined Boeing in June 1985. He is actively involved in the Association of the United States Army (AUSA) and is currently Vice President of Community Relations for its AUSA Gateway Chapter. He also is an Associate Fellow of the American Institute of Aeronautics and Astronautics (AIAA) and a Fellow of the Royal Aeronautical Society. Mr. Muilenburg is a member of the St. Louis Science Center Board of Trustees and the St. Louis Sports Commission Board of Directors. He is also the Boeing Executive Focal for Iowa State University. Mr. Muilenburg earned a Bachelor's degree in Aerospace Engineering from Iowa State University and a Master's degree in Aeronautics and Astronautics from the University of Washington. Title Tenure Total Compensation Education Gregory D. Smith Gregory D. Smith, is Chairman of the Board of Director of Boeing Capital Corporation. Mr. Smith has served as Vice President of Finance and Corporate Controller of The Boeing Company (Boeing), since February 9, 2010, acting in that position as the Chief Accounting Officer. Mr. Smith was elected The Boeing Company (Boeing) Executive Vice President and Chief Financial Officer effective February 1, : : : : Executive Vice President 28 Age : $60,000 %Change : -

49 -0.99

2012. Prior to this appointment, Mr. Smith served as Boeing's Vice President of Financial Planning and Analysis since June 2008. From August 2004 until June 2008, Mr. Smith served as Vice President of Global Investor Relations at Raytheon Company. Prior to that, Mr. Smith served as the Controller of The Boeing Company's Shared Services Group. Mr. Smith holds an undergraduate degree in Business Administration. He also holds certificates in design of manufacturing systems from the Massachusetts Institute of Technology and Operations Management from Harvard Business School. Title Tenure Total Compensation Education Raymond L. Conner Raymond L. Conner, was appointed as the Executive Vice President of The Boeing Company and President and Chief Executive Officer of Boeing Commercial Airplanes, effective June 26, 2012. Mr. Conner replaces James F. Albaugh in that position. Mr. Conner served as The Boeing Company?s Senior Vice President of Sales and Customer Support, Boeing Commercial Airplanes since August 2011. Prior to that, Mr. Conner served as The Boeing Company?s Vice President and General Manager, Supply Chain Management and Operations, Boeing Commercial Airplanes from December 2008 until August 2011. From : : : : Executive Vice President 5 Age : $%Change : -

46 -

December 2007 until December 2008, Mr. Conner served as Vice President of Sales, Boeing Commercial Airplanes. Prior to that, between February 2003 and December 2007, Mr. Conner was Vice President of Sales (Americas), Boeing Commercial Airplanes. Title Tenure Total Compensation Education Wanda K. Denson-Low Wanda K. Denson-Low, has served as Senior Vice President, Office of Internal Governance of The Boeing Company since May 2007. Prior thereto, she was Vice President and Assistant General Counsel of BDS from August 2003 to May 2007. Prior thereto, she served as Vice President of Human Resources for BDS from March 2002 to August 2003, and prior thereto, was Chief Counsel, S&C Legal from August 2001 to March 2002 and Vice President, General Counsel of Hughes Space and Communications from January 1998 to August 2001. She was Vice President, Assistant General Counsel of Hughes Electronics from 1992 to January 1998. Ms. Denson-Low joined The Boeing Company in 1984. Ms. Denson-Low earned her Juris Doctor degree from Brooklyn Law School and a Bachelor of Science degree in Chemistry from Rensselaer Polytechnic Institute, Troy, New York. Title Tenure Total Compensation Education : : : : Senior Vice President 29 Age : $%Change : : : : : Executive Vice President 1 Age : $%Change : -

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Thomas J. Downey Thomas J. Downey, has served as Senior Vice President, Communications of The Boeing Company since January 1, 2007. Prior thereto, he was Vice President, Corporate Communications from April 2006 to December 2006. Prior thereto, he served as Vice President, Boeing Commercial Airplanes Communications (BCA) from May 2002 to April 2006. Prior thereto, he was Corporate Vice President, Internal and Executive Communications from 1999 to April 2002. Prior thereto, he was General Manager of Communications and Community Relations for the Military Aircraft and Missile Systems unit and Director of Communications at Douglas Aircraft Company. Mr. Downey joined The Boeing Company in 1986. In April 1996, Mr. Downey was named Director of Communications for Douglas Aircraft Company in Long Beach, Calif. He returned to St. Louis in March 1997 to lead communications for the military unit. He served as a public affairs officer in the U.S. Navy Reserve and is a past president of the Boeing Employees Community Fund. Mr. Downey is a graduate of Saint Louis University and holds a bachelor's degree in English, and a creative and professional writing certificate. Title Tenure Total Compensation Education Shepard W. Hill : : : : Senior Vice President 27 Age : $%Change : -

48 -

Shepard W. Hill, has served as Senior Vice President, Business Development and Strategy of The Boeing Company since October 2009 and President, Boeing International since November 2007. Prior thereto, he was Senior Vice President, Business Development and Strategy and Vice President, Business Development at IDS, from March 2006 to November 2007. Prior thereto, he was Vice President, Boeing Space and Communications Government Relations and Vice President, Space Systems, Integrated Space and Defense Systems business unit at BDS from September 2002 to March 2006. Mr. Hill joined The Boeing Company when it acquired Rockwell's Aerospace and Defense business in 1996. At that time, Mr. Hill was Rockwell's Vice President, Aerospace Government Affairs and Marketing. Mr. Hill is a member in the Council on Foreign Relations. Prior to joining Rockwell in 1987, Mr. Hill served as Chief of Staff and Legislative Director to Rep. Bill Chappell of Florida, from 1980 to 1987.

In 1989, he completed the John F. Kennedy School of Government Harvard University - Program for Senior Executives in National and International Security, is a graduate of the Naval War College in Newport Rhode Island and received a bachelor's degree in History from Stetson University. Title Tenure Total Compensation : : : Senior Vice President 17 Age : $2,279,738%Change :

60 -

Education Timothy John Keating Timothy John Keating, Senior Vice President, Government Operations since joining The Boeing Company (Boeing) in June 2008. Mr. Keating is a member of the CSIS Advisory Board, Board of Governors for the Bryce Harlow Foundation, Corporate Advisory Board of SOME, Board of Directors for the National Association of Manufacturers, the Trust for the National Mall, and the Wolf Trap Foundation for the Performing Arts. Mr. Keating served as Senior Vice President, Global Government Relations at Honeywell International Inc. from October 2002 to May 2008. Prior thereto, Mr. Keating was Chairman of the Board and Managing Partner of Timmons and Company (a Washington, D.C. lobbying firm). Mr. Keating served the Clinton Administration as special assistant to the President and staff director for White House Legislative Affairs. At the request of the White House, he served as Director for Government Affairs and co-director of Credentials for the 1996 Democratic National Convention in Chicago. Following the convention, he assisted in the preparation and logistics for the presidential and vice-presidential debates. Mr. Keating again served as Director for Government Affairs and co-director of Credentials for the presidential Inaugural Committee in 1997. In both 2000 and 2004, he served as Director of Government Affairs and co-director of Credentials for the Democratic National

Convention in Los Angeles and Boston, respectively. Mr. Keating began his association with the Clinton administration in 1992 by serving on the transition team preparing for confirmation of the President's Cabinet. Before joining the Clinton Administration, Mr. Keating held several positions with the United States House of Representatives. He served as assistant floor manager for the Democratic leadership from 19861992 and, prior to that, as special assistant to the doorkeeper. Mr. Keating is a graduate of the University of Scranton, with a B.S. in political science. Title Tenure Total Compensation Education Richard D. Stephens Richard D. Stephens, has served as Senior Vice President, Human Resources and Administration of The Boeing Company since September 2005. Prior thereto, he was Boeing's Senior Vice President of Internal Services from December 2004 to September 2005; and, prior thereto, he was President of Shared Services Group. Prior thereto, he was Vice President and General Manager, Integrated Defense Systems Homeland Security and Services from July 2002 to December 2003. Mr. Stephens has previously led a number of Boeing businesses, including Space and Communications Services, Reusable Space : : : : Senior Vice President 5 Age : $%Change : -

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Systems, Naval Systems and Tactical Systems. Mr. Stephens joined Boeing in 1980. A former U.S. Marine Corps officer, Mr. Stephens currently serves on the National Governors Association Center for Best Practices Science, Technology, Engineering and Math (STEM) Advisory Committee designed to assist governors in developing comprehensive STEM agendas. He also is a Fellow of the American Institute of Aeronautics and Astronautics where he is chair of the Career and Workforce Development Steering Committee, a member of the Business-Higher Education Forum, founding member of the Business and Industry STEM Education Coalition (BISEC), member of the Illinois P-20 Council, chair of the Global Midwest Alliance and chair of the Illinois Business Roundtable. Mr. Stephens also is part of the Chairman's CEO Leadership Caucus for the Orange County (Calif.) Business Council. He has served on the Department of Homeland Security Advisory Council, the Secretary of Education's Commission on the Future of Higher Education, the President's Board of Advisors on Tribal Colleges and Universities and on the National Science Resource Center Advisory Board. Mr. Stephens is an enrolled member

of the Pala Band of Mission Indians and served as tribal chairman from 1988 to 1989. Mr. Stephens received his Bachelor of Science degree in mathematics in 1974 from the University of Southern

California, where he is the Boeing executive focal, and his Master of Science degree in computer science in 1984 from California State University, Fullerton. Title Tenure Total Compensation Education John J. Tracy Dr. John J. Tracy, Ph.D., has served as Chief Technology Officer and Senior Vice President of Engineering, Operations and Technology of The Boeing Company since October 1, 2006. Prior thereto, he was Vice President of Engineering and Mission Assurance for BDS from February 2004 to September 2006. Prior thereto, he was Vice President of Structural Technologies, Prototyping, and Quality for Phantom Works from September 2001 to January 2004. Prior thereto, he was General Manager of Engineering for Military Aircraft and Missiles from September 2000 to August 2001. Dr. Tracy joined The Boeing Company in 1981. Dr. Tracy is a Fellow of the American Society of Mechanical Engineers (ASME) and the past chair of the ASME 6,000member Aerospace Division. He is also a Fellow of the American Institute of Aeronautics and Astronautics (AIAA) and the Royal Aeronautical Society, and has served as an editorial board member for the AIAA Journal, the Journal of ThinWalled Structures, and the Journal of Computer Modeling and Simulation in Engineering. He currently serves on the Board of Trustees for the Illinois Institute of Technology and on the engineering advisory board for several : : : : Senior Vice President 33 Age : $4,134,702%Change : -

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leading universities. Dr. Tracy received a Ph.D. in Engineering in 1987 from the University of California at Irvine, and an M.S. and B.S. in Physics from California State University Los Angeles (1981) and California State University Dominguez Hills (1976), respectively.

Title Tenure Total Compensation Education Michael F. Lohr Michael F. Lohr, has served as the Vice President, Corporate Secretary and Assistant General Counsel of The Boeing Company. Title Tenure Total Compensation Education Robert J. Pasterick Robert J. Pasterick, was Vice President of Finance and Controller of The Boeing Company from February 10, 2009 to February 9, 2010. Effective February 9, 2010, Mr. Pasterick became Boeing's President, Shared Services Group. Prior to this appointment, Mr. Pasterick served as the Vice President and Chief Financial Officer for Boeing Commercial Airplanes (BCA) since February 2003. From November 2000 until February 2003, he was Vice President and Controller for BCA. From November 1999 until November 2000, he held the office of Vice President of Financial Planning and Analysis for

: : : :

Senior Vice President 32 Age : $3,643,944%Change : -

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: : : :

Vice President 1 Age : $%Change : -

The Boeing Company. He joined Boeing through its acquisition of the aerospace and defense units of Rockwell in December 1996. Mr. Pasterick is a member of Financial Executives International Committee on Corporate Reporting. He sits on the CFO Council at the University of Washington and the Puget Sound CFO Roundtable and is involved with the March of Dimes. Mr. Pasterick earned an undergraduate degree in economics from the University of Pittsburgh and a master's degree in business administration from the University of Pittsburgh Graduate School of Business. Title Tenure Total Compensation Education Philip M. Condit - Inactive (Retired) Philip M. Condit, was Chairman of the Board and Chief Executive Officer, The Boeing Company until his retirement effective March 1, 2004. Mr. Condit was elected Chairman of the Board effective February 1, 1997. He has served as Chief Executive Officer since April 29, 1996, and was President from August 1992 until becoming Chairman. Mr. Condit is also a Director of Hewlett-Packard Company. Title Tenure Total Compensation Education : : : : Chairman 21 Age : $%Change : : : : : Division Officer 17 Age : $%Change : -

57 -

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Harry C. Stonecipher - Inactive (Resigned)

Harry C. Stonecipherr, was President and Chief Executive officer of The Boeing Company from December 2003 to March 2005. He served as Boeing's Vice Chairman from May 2001 to June 2002 and as its President and Chief Operating Officer from August 1997 to May 2001. He was President and Chief Executive Officer of McDonnell Douglas Corporation from 1994 until its merger with Boeing in 1997. He had served as a Director of the The Boeing Company since 2001. He was also a Director of PACCAR Inc. from 2001 to March 15, 2005. Title Tenure Total Compensation Education : : : : President 10 Age : $12,613,319 %Change : -

76 1.62

James F. Albaugh - Inactive (Retired) James F. Albaugh, had served as Executive Vice President of The Boeing Company (Boeing) since July 2002, and President and Chief Executive Officer of the Boeing Commercial Airplanes Division ("BCA") since September 1, 2009. Mr. Albaugh has announced that he will retire from Boeing on October 1, 2012. Mr. Albaugh served as President and Chief Executive Officer of Boeing's Integrated Defense Systems (IDS) from July 2002 to September 1, 2009. Prior thereto, he was Senior Vice President of Boeing and President, Space and Communications Group from September 1998 (named Chief Executive

Officer of Space and Communications Group in March 2001). Prior thereto, he was President, Boeing Space Transportation from April 1998. Prior thereto, he was President of Rocketdyne Propulsion and Power from March 1997. Mr. Albaugh has served as a Director of TRW Automotive Holdings, Inc. since 2006. He is a Fellow of the American Institute of Aeronautics and Astronautics, the Royal Aeronautical Society, an elected Member of the International Academy of Aeronautics, the Aerospace Industries Association Board of Governors Executive Committee and other professional organizations.

Mr. Albaugh holds Bachelor's degrees in Mathematics and Physics from Willamette University and a Master's degree in Civil Engineering from Columbia University.

Title Tenure Total Compensation Education James A. Bell - Inactive (Retired) James A. Bell, serves as a Director of Boeing Capital Corporation (Boeing) and previously served as the company's Chairman. Mr. Bell had been Executive Vice President and Chief Financial Officer of Boeing, a subsidiary of Boeing Capital Corporation, since January 2004 and Corporate President since June 2008. Mr. Bell announced his retirement Executive Vice President, Corporate President and

: : : :

15 Age : $8,494,901%Change : -

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Chief Financial Officer of Boeing effective at the end of January 31, 2012. Mr. Bell continued in his capacity as an Executive Vice President of Boeing until April 1, 2012. Prior thereto, he was Senior Vice President of Finance and Corporate Controller from October 2000 to January 2004. Prior thereto, Mr. Bell was Vice President of Contracts and Pricing for Boeing Space Communications from January 1997 to October 2000. He has been with Boeing since 1973. Mr. Bell is a member of the Board of Directors of JPMorgan Chase & Co., the Chicago Urban League, World Business Chicago and the Chicago Economic Club. He has served as a Director of The Dow Chemical Company ("Dow") since 2005. Mr. Bell earned a Bachelor's degree in Accounting from California State University at Los Angeles. Title Tenure Total Compensation Education Scott E. Carson - Inactive (Retired) Scott E. Carson, served as Executive Vice President of The Boeing Company (Boeing), until January 1, 2010. Mr. Carson had previously served as Boeing's Executive Vice President and as President and Chief Executive Officer of Boeing's Commercial Airplanes Division from September 2006 to September 1, 2009. Prior thereto, he was Vice President of Sales at Commercial Airplanes; President of : : : :

40 Age : $7,066,327%Change : -

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Connexion by Boeing; Chief Financial Officer of Commercial Airplanes; and, Executive Vice President of Business Resources for the former Boeing Information, Space and Defense Systems. Mr. Carson graduated from Washington State University with a Bachelor's degree in Business Administration. He later earned a Master's degree in the same discipline from the University of Washington. Title Tenure Total Compensation Education David O. Swain - Inactive (Retired) David O. Swain, was Executive Vice President of The Boeing Company and Chief Operating Officer of Integrated Defense Systems from July 2003 until his retirement on October 1, 2004. Prior thereto, Executive Vice President and Chief Technology Officer from August 2002. Member of Office of the Chairman since March 2002. Prior thereto, Senior Vice President of Engineering & Technology of The Boeing Company since September 1999 and Chief Technology Officer of The Boeing Company since June 2001. Prior thereto, President of Phantom Works from 1999. Prior thereto, Vice President of Engineering of The Boeing Company and Executive Vice President of Phantom Works from 1997. Prior thereto, Vice President and General Manager of Advanced Systems and Technology-Phantom Works, McDonnell Douglas Corporation from 1994. Title Tenure Total Compensation : : : Executive Vice President 14 Age : $%Change : : : : : Executive Vice President Age : $4,202,477%Change : -

66 -0.19

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Education

Alan R. Mulally - Inactive (Resigned) Alan Mulally, has served as a Director of Ford Motor Company since 2006. Mr. Mulally was elected President and Chief Executive Officer of Ford, effective September 1, 2006. Mr. Mulally has served as co-chair of the Washington Competitive Council, and has sat on the Advisory Boards of NASA, the University of Washington, the University of Kansas, the Massachusetts Institute of Technology, and the U.S. Air Force Scientific Advisory Board. He is a member of the U.S. National Academy of Engineering and a Fellow of England's Royal Academy of Engineering. From March 2001 until September 5, 2006, Mr. Mulally was Executive Vice President of the Boeing Company and President and Chief Executive Officer of Boeing Commercial Airplanes. He also was a member of the Boeing Executive Council and served as Boeing's senior executive in the Pacific Northwest. Prior to that time, Mr. Mulally served in a number of other executive positions within Boeing. Title Tenure Total Compensation Education : : : : Executive Vice President 19 Age : $7,405,474%Change : -

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Bonnie W. Soodik - Inactive (Not Reported) Bonnie W. Soodik, was Senior Vice President, Office of Internal Governance of The Boeing Company until 2007. Prior thereto, she was President, Shared Services Group since March 2002. Prior thereto,

she served as Vice President of Human Resources for Boeing Space and Communications Group; Vice President and General Manager of Shared Services Group; and Vice President of Product Assurance and Services at Aircraft & Missiles from April 1997. Prior thereto she was the Vice President of Quality at Douglas Aircraft from 1995. Title Tenure Total Compensation Education : : : : Senior Vice President 16 Age : $%Change : -

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Tod R. Hullin - Inactive (Not Reported) Tod R. Hullin, has served as Senior Vice President, Public Policy of The Boeing Company since May 2006. Prior thereto, he was Senior Vice President, Communications since December 2003. Prior thereto, he served as Executive Vice President, Global Public Policy and North American Communications at Vivendi Universal from December 2000 to March 2002. Prior thereto, he was Senior Global Communications Officer for the Seagram Company Ltd. from October 1998 to December 2000 and Time Warner from February 1991 to March 1997. Title Tenure Total Compensation Education : : : : Senior Vice President 10 Age : $%Change : -

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Michael J. Cave - Inactive (Not Reported) Michael J. Cave, was elected as a Director of Harley-Davidson, Inc. on December 4, 2012. Mr. Cave was also appointed to the Board?s Audit Committee and its Nominating and Corporate Governance

Committee. Since 2010, Mr. Cave has served as a Senior Vice President of The Boeing Company ("Boeing"), the world?s leading aerospace company and the largest manufacturer of commercial jetliners and military aircraft, and President of Boeing Capital Corp., a wholly owned Boeing subsidiary that is primarily responsible for arranging, structuring and providing financing for Boeing?s commercial airplane and space and defense products. Mr. Cave had served as Senior Vice President of business development and strategy for Boeing, as Senior Vice President/Chief Financial Officer of Boeing Commercial Airplanes and as Vice President, Finance for Boeing Information, Space & Defense Systems from 1998 through 2010. Prior to 1998, Mr. Cave held a variety of other assignments across Boeing?s defense and commercial businesses.

Mr. Cave holds a Bachelor's degree in Engineering from Purdue University. Title Tenure Total Compensation Education : : : : Senior Vice President 6 Age : $%Change : -

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Laurette T. Koellner - Inactive (Resigned) Laurette T. Koellner, became a Director of The Hillshire Brands Company (formerly known as Sara Lee Corp.) in January 2003. Ms. Koellner also serves as a Director of Celestica Inc. Ms. Koellner

serves as Executive Chairman of International Lease Finance Corporation since June 2012. Ms. Koellner previously served as a Director of American International Group Inc. Ms. Koellner retired Senior Vice President of The Boeing Company (aerospace manufacturer) and President of Boeing International from April 2006 to January 2008. Ms. Koellner served as President of Connexion by Boeing from December 2004 until April 2006, Executive Vice President and Chief Human Resources and Administration Officer of Boeing from 2002 to December 2004, member of the Office of the Chairman from March 2002 to December 2003, Senior Vice President and President of Shared Services Group of Boeing from 2000 to 2002, Vice President and Corporate Controller of Boeing from 1999 to 2000, and Vice President and General Auditor of Boeing from 1996 to 1999. Ms. Koellner earned a Bachelor's degree in Business Management from the University of Central Florida and a Masters of Business Administration degree from Stetson University in Deland, Florida. Ms. Koellner holds a Certified Professional Contracts Manager designation from the National Contracts Management Association. In 2003, Koellner was inducted into the University of Central Florida's College of Business Administration Hall Fame. Title Tenure Total Compensation Education : : : : Senior Vice President 9 Age : $7,009,014%Change : -

59 0.02

James M. Jamieson - Inactive (Not Reported) James M. Jamieson, has served as Senior Vice President of The Boeing Company and Chief Operating Officer, Boeing Commercial Airplanes since September 2006. Prior thereto, he was Chief Technology Officer from December 2003 and prior thereto, was Senior Vice President, Airplane Programs for Boeing Commercial Airplanes from February 2000 to December 2003. Prior thereto, he served as Executive Vice President of Single Aisle Airplane Programs from October 1998 to February 2000. Title Tenure Total Compensation Education : : : : Senior Vice President 13 Age : $4,087,203%Change : -

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Thomas R. Pickering - Inactive (Not Reported) Thomas R. Pickering, was Senior Vice President, International Relations of The Boeing Company from January 2001 to 2008. Prior thereto, he was U.S. Under Secretary of State for Political Affairs from May 1997. Prior thereto, he was President of the Eurasia Foundation, which makes grants and loans in the states of the former Soviet Union, from December 1996 through April 1997. Prior thereto, he served as U.S. Ambassador to the Russian Federation from May 1993 through November 1996. Title Tenure Total Compensation Education : : : : Senior Vice President 12 Age : $%Change : -

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Rudy F. deLeon - Inactive (Not Reported)

Rudy F. deLeon, was Senior Vice President, Government Relations of The Boeing Company from July 2001 to 2008. Prior thereto, he was Deputy Secretary of Defense from 2000 to 2001. Prior thereto, he served as Under Secretary of Defense for Personnel and Readiness from 1997 to 2000 and Under Secretary of the Air Force from 1994 to 1997. Mr. deLeon served as the Special Assistant to Secretary of Defense from 1993 to 1994. Title Tenure Total Compensation Education : : : : Senior Vice President 12 Age : $%Change : -

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Douglas G. Bain - Inactive (Not Reported) Douglas G. Bain, was Senior Vice President and General Counsel of The Boeing Company from August 2000 to 2006. Prior thereto, he was Vice President and General Counsel from November 1999. Prior thereto, he was Vice President of Legal, Contracts, Ethics and Government Relations for Boeing Commercial Airplanes from 1996. Title Tenure Total Compensation Education : : : : Senior Vice President 17 Age : $%Change : -

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Harry S. McGee - Inactive (Not Reported) Harry S. McGee, III, was appointed Vice President of Strategy Integration for Internal Services of The Boeing Company on February 10, 2009. Mr. McGee had previously been Vice President of Finance and Corporate Controller of Boeing since January 2004. Title Tenure Total Compensation : : :

31 $-

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Education

Ray Conner - Inactive (Not Reported) Ray Conner, was appointed Vice President, Sales of The Boeing Company in November 2007. Title Tenure Total Compensation Education : : : : Vice President Age : $%Change : -

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Diana L. Sands - Inactive (Not Reported) Diana L. Sands, was appointed as Vice President of Finance and Corporate Controller of The Boeing Company (Boeing) effective February 1, 2012. In the position, Ms. Sands served as Boeing's Chief Accounting Officer. Ms. Sands had served as Boeing's Vice President of Investor Relations, Financial Planning & Analysis since February 2010. Prior to that, she served as Boeing's Vice President of Investor Relations since February 2008. Ms. Sands has held several positions in Boeing's Financial Planning & Analysis and Corporate Treasury departments since she joined the company in 2001. Title Tenure Total Compensation Education : : : :

12 $-

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Directors W. James McNerney W. James McNerney, Jr., has served as Chairman, President and Chief Executive Officer of The Boeing Company since July 2005, and as Director since 2001. Boeing is a Chicago based aerospace company,

manufacturer of commercial airplanes, military aircraft, and defense, space and security systems; it supports airlines and U.S. and allied government customers in more than 90 nations. Mr. McNerney is in charge of overseeing Boeing's strategic direction. Mr. McNerney is also a Director of Procter & Gamble and International Business Machines Corporation ("IBM") since October 2009; a member of The Field Museum Board of Trustees in Chicago; a Trustee of Northwestern University; and a member of the Northwestern Memorial HealthCare Board. He also serves on the executive committee of The Business Roundtable. By appointment of U.S. President Barack Obama, Mr. McNerney chairs the President's Export Council, which operates as an advisory committee on international trade. He is a member of various business and educational organizations. Mr. McNerney is a Fellow of the American Academy of Arts and Sciences and an honorary fellow of the Royal Aeronautical Society. Mr. McNerney was named Executive of the Year by the National Management Association in 2008. He is the former Chair of The Business Council, the US-China Business Council and the American Society of Corporate Executives. Before Boeing, since July 1, 2005, Mr. McNerney held the position as Chairman of the Board and Chief Executive Officer of 3M Company, a global technology company with positions in

electronics, telecommunications, industrial, consumer and office products, health care, safety and other businesses. Mr. McNerney joined 3M in 2000 after 19 years at the General Electric Company, which he joined in 1982. There, he held top executive positions including President and Chief Executive Officer of GE Aircraft Engines and GE Lighting; President of GE AsiaPacific; President and Chief Executive Officer of GE Electrical Distribution and Control; Executive Vice President of GE Capital, a financial services company; and President of GE Information Services. Prior to joining GE, Mr. McNerney worked at Procter & Gamble and McKinsey & Co., Inc. Mr. McNerney earned a B.A. degree from Yale University in 1971 and an M.B.A. from Harvard University in 1975. Mr. McNerney was

awarded an Honorary Doctor of Science degree in 2009 from Cranfield University, for his contribution to the international aerospace industry. Title Tenure Total Compensation Education David L. Calhoun David L. Calhoun, has been the Chief Executive Officer of Nielsen Holdings N.V. ("Nielsen") (marketing and media information) since May 2010, as well as the Executive Director of Nielsen since its : : : : Chairman 12 Age : $22,958,313 %Change : -

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initial public offering in January 2011. Mr. Calhoun also serves as Chairman of the Executive Board and Chief Executive Officer of The Nielsen Company B.V., since August 23, 2006. Mr. Calhoun serves on the Boards of Caterpillar Inc.; and The Boeing Company since June 8, 2009. Mr. Calhoun is also the CoChairman of the Campaign for Virginia Polytechnic Institute and a Director of the National Underground Railroad Freedom Center. He served as a Director of Medtronic, Inc. from June 22, 2007 to August 23, 2012. Prior to joining Nielsen, Mr. Calhoun was a Vice Chairman of the General Electric Company, and President and Chief Executive Officer of GE Infrastructure, the largest of GE?s six business segments and comprised of Aviation, Energy, Oil & Gas, Transportation, and Water & Process Technologies, as well as GE?s Commercial Aviation Services and Energy Financial Services businesses. From 2003 until becoming a Vice Chairman of GE and President and Chief Executive Officer of GE Infrastructure in 2005, Mr. Calhoun served as President and Chief Executive Officer of GE Transportation, which is made up of GE?s Aircraft Engines and Rail businesses. Prior to joining Aircraft Engines in July 2000, Mr. Calhoun served as President and Chief Executive Officer of Employers Reinsurance Corporation from 1999 to 2000; President and Chief Executive Officer of GE Lighting

from 1997 to 1999; and President and Chief Executive Officer of GE Transportation Systems from 1995 to 1997. From 1994 to 1995, he served as President of GE Plastics for the Pacific region. Mr. Calhoun joined GE in 1979. Mr. Calhoun graduated from Virginia Polytechnic Institute in 1979.

Title Tenure Total Compensation Education Arthur D. Collins Arthur D. Collins, Jr., was appointed a Director of Alcoa, Inc. on April 23, 2010 and U.S. Bancorp in 1996. He has served as a Director of The Boeing Company since March 1, 2007, and privately held Cargill, Inc. since 2000. Mr. Collins is a member of the Board of Overseers of The Wharton School at the University of Pennsylvania and the Board of Visitors at Miami University of Ohio. He has served as a Senior Advisor to Oak Hill Capital Partners, L.P., a private equity firm, since April 2009. Mr. Collins served as Chairman of the Board of Medtronic, Inc. from April 2002 through August 2008. At Medtronic, Mr. Collins was also Chairman and Chief Executive Officer from May 2002 to August 2007; President and Chief Executive Officer from April 2001 to May 2002; President and Chief Operating Officer from August 1996 to April 2001; Chief Operating Officer from January 1994 to August 1996; and Executive Vice President of Medtronic and President of Medtronic International

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from June 1992 to January 1994. He was Corporate Vice President of Abbott Laboratories (health care products) from October 1989 to May 1992 and Divisional Vice President of that company from May 1984 to October 1989. He joined Abbott in 1978 after spending four years with Booz, Allen & Hamilton, a major management consulting firm. Title Tenure Total Compensation Education Linda Zarda Cook Linda Zarda Cook, was elected as a Director of KBR, Inc. effective July 1, 2011. Ms. Cook is also a Director of Marathon Oil Corporation (since July 1, 2011); The Boeing Company, a global aerospace company and manufacturer of commercial jetliners and defense, space and security systems (since 2003); and Cargill, Inc., an international producer and marketer of food, agricultural, financial and industrial products and services. Ms. Cook is a Member of the Society of Petroleum Engineers and the China Development Forum. Ms. Cook, whose career in the oil and gas industry spanned 29 years, : : : : Director 6 Age : $296,500 %Change : -

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retired in 2009 from Royal Dutch Shell Plc, where she was Executive Director of Shell Gas and Power based in Den Haag, Netherlands, from 2004 to mid-2009. From August 2003 to August 2004, she served

as President and Chief Executive Officer and a Director of Shell Canada Ltd., in Calgary, Alberta, Canada, a publicly traded integrated oil company and a leader in natural gas exploration and production, oil refining and marketing, and oil sands mining and upgrading. Prior to that, from January 2000 through July 2003, Ms. Cook served as Chief Executive Officer of Shell Gas and Power in London, U.K.; and, from mid-1998 through 1999, as Managing Director, International Ventures of Shell Exploration & Production Company in Den Haag, Netherlands. She served as General Manager, New Business Development of Shell Exploration & Production Company in Houston, Texas from 1997 to 1998; and, Ms. Cook also held various other production management and engineering positions within Shell Exploration & Production Company from 1980 to 1997. Ms. Cook is a 1980 graduate of the University of Kansas with a Bachelor of Science degree in Petroleum Engineering. Title Tenure Total Compensation Education Kenneth M. Duberstein Kenneth M. Duberstein, has served as a Director of Dell Inc. since September 8, 2011. Mr. Duberstein has served as a Director of MackCali Realty Corp. since 2005. He has served as Chairman and Chief : : : : Director 10 Age : $291,500 %Change : -

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Executive Officer of The Duberstein Group, an independent strategic planning and consulting company, since 1989. In addition, he has served as a Director of The Boeing Company since 1997, and is their Lead Director. Mr. Duberstein also serves as a Director of the Travelers Companies, Inc., since 1998. He serves as a Director of the Council on Foreign Relations, the Brookings Institution, the National Alliance to End Homelessness and the National Endowment for Democracy and a Lifetime Trustee for the Kennedy Center for the Performing Arts. Mr. Duberstein previously served as a Director of Collegiate Funding Services, Inc. from 2004 to 2006. Mr. Duberstein was a Director of ConocoPhillips since 2002. Mr. Duberstein previously served as a Director of Federal National Mortgage Association (Fannie Mae) from 1998 to February 2007. He is a former member of the Board of Governors of the NASD. Mr. Duberstein also previously served as White House Chief of Staff to President Ronald Reagan from 1988 to 1989. He also served in the White House as Deputy Chief of Staff in 1987, as well as both the Assistant and the Deputy Assistant to the President for Legislative Affairs from 1981 to 1983. From 1977 to 1980, Mr. Duberstein was Vice President of the Committee for Economic Development. Mr. Duberstein earned an A.B. degree from Franklin and Marshall College and an M.A. degree from American University. He received an Honorary Doctor of Laws degree from Franklin and Marshall College.

Title Tenure Total Compensation Education Edmund P. Giambastiani Retired Admiral Edmund P. Giambastiani, Jr. (U.S. Navy, Ret.), has been a Director of Monster Worldwide Inc. since January 31, 2008. He is also a Director of The Boeing Company since October 7, 2009; and QinetiQ Group Plc. Admiral Giambastiani also consults for a variety of defense and non-defense related companies. Previously, Admiral Giambastiani served as a Director of SRA International, Inc. from January 9, 2008 until July 28, 2010. On October 1, 2007, Admiral Giambastiani, a career U.S. Navy nuclear trained submarine officer, retired from the United States Navy after 41 years of service. Between 2005 and 2007, Admiral Giambastiani was the second highest ranking military officer in the United States, serving as the seventh Vice Chairman of the Joint Chiefs of Staff. In addition to his appointment as Vice Chairman of the Joint Chiefs of Staff, Admiral Giambastiani's naval career included assignments as Senior Military Assistant to the United States Defense Secretary and Commander, United States Joint Forces Command. He also served as NATO's first Supreme Allied Commander Transformation. Admiral Giambastiani is a graduate of the U.S. Naval Academy.

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Title Tenure

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Total Compensation Education Lawrence W. Kellner Lawrence ("Larry") W. Kellner, was appointed a Director of The Boeing Company on October 3, 2011. He is President of Emerald Creek Group LLC, a private equity firm based in Houston. Mr. Kellner is also a Director of the Air Transport Association and Marriott International, Inc. On the civic front, he is a member of the Board of Directors for the Greater Houston Partnership, Houston Minority Business Council, Central Houston, Inc., the Methodist Hospital and the Spring Branch Education Foundation, and is a Member of the Boy Scouts of America National Executive Board. Mr. Kellner also serves on the Advisory Board of the March of Dimes. Mr. Kellner served as the Chairman and Chief Executive Officer of Continental Airlines, Inc. until December 31, 2009. He served as President and Chief Operating Officer of Continental Airlines from March 2003 to December 30, 2004, as President from May 2001 to March 2003 and has been a Director of Continental Airlines since 2001. He joined Continental Airlines in 1995 serving as Senior Vice President and Chief Financial Officer. Prior to joining Continental, Kellner was Executive Vice President and Chief Financial Officer of American Savings Bank, and Executive Vice President and Chief Financial Officer of The Koll Company, a private real estate investment and construction firm. Mr. Kellner graduated with a Bachelor

: :

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of Science in Business Administration from the University of South Carolina. Title Tenure Total Compensation Education Edward M. Liddy Edward M. Liddy, was appointed a Director of Abbott Laboratories (Abbott) on June 11, 2010. Mr. Liddy has served as a Director of The Boeing Company since June 7, 2010. He previously served on the Board of Directors of The Boeing Company from August 28, 2007 until 2008. He is a Partner in the private equity investment firm of Clayton, Dubilier & Rice, LLC since January 2010; and previously served as its Partner from April to September 2008, and rejoined the firm in January 2010. Mr. Liddy also serves on the Board of Directors of 3M Company. Mr. Liddy also serves on the Board of Directors of AbbVie Inc. At the request of the Secretary of the U.S. Department of the Treasury, Mr. Liddy served as Interim Chairman and Chief Executive Officer of American International Group, Inc. (insurance and financial services holding company) from September 2008 to August 2009. He served as Chairman of the Board of The Allstate Corporation (insurance) from January 1999 to April 2008. At Allstate, Mr. Liddy also served as Chief Executive Officer from January 1999 to December 2006 and as President and Chief Operating Officer from August 1994 to December 1998. Mr. Liddy served on : : : : Director 2 $500 -

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the boards of The Goldman Sachs Group, Inc. from 2003 to 2008, and The Kroger Co. from 1996 to 2006. Education: undergraduate degree from Catholic University and his Masters of Business Administration from George Washington University. Title Tenure Total Compensation Education Susan C. Schwab Ambassador Dr. Susan C. Schwab, Ph.D., is a Professor at the University of Maryland School of Public Policy, since January 2009 and a Strategic Advisor to Mayer Brown, LLP (global law firm) since March 2010. Ambassador Dr. Schwab has been a Director of Caterpillar Inc. since June 1, 2009; FedEx Corp. since June 8, 2009; and The Boeing Company since February 10, 2010. Ambassador Dr. Schwab served as a U.S. Trade Representative from June 2006 to January 2009, and as Deputy U.S. Trade Representative from October 2005 to June 2006. Prior to her service as Deputy U.S. Trade Representative, Ambassador Schwab served as President and Chief Executive Officer of the University System of Maryland Foundation from June 2004 to October 2005, as a consultant for the U.S. Department of Treasury : : : : Director 3 Age : $272,500 %Change : -

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from July 2003 to December 2003 and as Dean of the University of Maryland School of Public Policy from July 1995 to July 2003. She was previously Director of Corporate Business Development at Motorola Inc. Dr. Schwab served as a Director of Adams Express Company from 2000 to December 2005, as well as Director of Calpine Corporation and Petroleum & Resources Corporation. Dr. Schwab has a Bachelor of Arts Degree in Political Economy from Williams College, a Master's Degree from Stanford University and a Ph.D. in Public Administration and International Business from The George Washington University. Title Tenure Total Compensation Education Ronald A. Williams Ronald A. Williams, has served as a Director of American Express Company since 2007. Mr. Williams has served as a Director of The Boeing Company since December 2, 2010. Mr. Williams is also a Director of Johnson & Johnson (since May 13, 2011), Emergency Medical Services Corp and is a Trustee of The Conference Board. Mr. Williams also serves on the Dean's Advisory Council at the Massachusetts Institute of Technology (MIT) and is a Member of MIT's Alfred P. Sloan Management Society. He serves on President Obama?s Management Advisory Board, which is helping to bring the best : : : : Director 3 Age : $261,850 %Change : -

58 0.2

of business practices to the management and operation of federal government. He is also an Advisor to the private equity firm, Clayton, Dubilier & Rice, LLC, and serves as Chairman of the board of Emergency Medical Services Corporation, a provider of facilitybased physician services and medical transportation services in the U.S. In addition, Mr. Williams lends his time and expertise to a number of organizations, such as the International Federation of Health Plans, GE Healthymagination Advisory Committee, and the Wall Street Journal CEO Council. He also serves on the boards of the Peterson Institute for International Economics and Save the Children. Mr. Williams retired as Chairman and Chief Executive Officer of Aetna Inc. (managed care and health insurance) effective April 8, 2011. Mr. Williams was Chairman of Aetna Inc. from October 1, 2006, and Chief Executive Officer from February 14, 2006 until his resignation on November 2010, having served as President of Aetna Inc. from May 27, 2002 until July 24, 2007 and as Executive Vice President and Chief of Health Operations from March 15, 2001 until his appointment as President on July 24, 2007. Mr. Williams is a graduate of Roosevelt University in Chicago and holds an M.S. in Management from the Sloan School of Management at the Massachusetts Institute of Technology. Title Tenure Total Compensation : : : Director 3 Age : $299,404 %Change :

64 -

Education Michael Svetozar Zafirovski Michael "Mike" Svetozar Zafirovski, has served as a Director of The Boeing Company (Boeing) since 2004; Stericycle Inc. since November 2012; and Apria Healthcare Group Inc. since October 2011. Mr. Zafirovski has served as Senior Advisor to The Blackstone Group (private equity) since October 2011. Mr. Zafirovski also serves as Chairman of the board of DJO Global, Inc. Prior to Boeing, Mr. Zafirovski served as President, Chief Executive Officer and a Director of Nortel Networks Corp. and Nortel Networks Ltd. from November 2005 to August 10, 2009. Previously, Mr. Zafirovski was Director, President and Chief Operating Officer of Motorola, Inc. (global communications) from July 2002 to January 2005, and remained a Consultant to and a Director of Motorola until May 2005. He served as Executive Vice President and President of the Personal Communications Sector (mobile devices) of Motorola from June 2000 to July 2002. Prior to joining Motorola, Mr. Zafirovski spent nearly 25 years with General Electric Company, where he served in management positions, including 13 years as President and Chief Executive Officer of five businesses in the industrial and financial services arenas, his most recent being President and Chief Executive Officer of GE Lighting from July 1999 to May 2000. Title Tenure

: :

Director 9

Age

59

Total Compensation Education Philip M. Condit - Inactive (Retired) Philip M. Condit, was Chairman of the Board and Chief Executive Officer, The Boeing Company until his retirement effective March 1, 2004. Mr. Condit was elected Chairman of the Board effective February 1, 1997. He has served as Chief Executive Officer since April 29, 1996, and was President from August 1992 until becoming Chairman. Mr. Condit is also a Director of Hewlett-Packard Company. Title Tenure Total Compensation Education

: :

$281,500 %Change : -

0.08

: : : :

Chairman 21 Age : $%Change : -

70 -

John F. McDonnell - Inactive (Retired) John F. McDonnell, is a Director of BJC Healthcare; Barnes-Jewish Hospital; and a Director of Washington University, where he previously served as the Vice Chairman of Washington University. He is a Director of the Donald Danforth Plant Sciences Center. He served as a Director of The Boeing Company from 1997-2012. Mr. McDonnell served as Chairman of McDonnell Douglas Corporation (aerospace) from 1988 until its merger with Boeing in 1997, and as its Chief Executive Officer from 1988 to 1994.

Title Tenure Total Compensation Education John H. Biggs - Inactive (Retired)

: : : :

16 Age : $296,500 %Change : -

75 0.09

John H. Biggs, is a Director of the National Bureau of Economic Research, a Trustee of Washington University in St. Louis, The Danforth Foundation in St. Louis, The Santa Fe Opera and Pension Rights Center in Washington, D.C. and a Member of the Advisory Council of the Public Company Accounting Oversight Board. He is also a Director Emeritus and the Chairman of the Washington University Investment Management Company.

Mr. Biggs served as Director of The Boeing Company from 1997 until May 2, 2011. He served as a Director of JPMorgan Chase & Co. from 2003 until his retirement, effective May 2007. He was Chairman and Chief Executive Officer of TIAA-CREF (national teachers' pension fund) from January 1993 until November 2002. Title Tenure Total Compensation Education : : : :

16 Age : $163,500 %Change : -

76 -0.41

John E. Bryson - Inactive (Resigned) John E. Bryson, is a Senior Advisor of Kohlberg Kravis Roberts & Co. ("KKR"). Mr. Bryson is a Trustee of the California Institute of Technology and the W.M. Keck Foundation, a Director of The California Endowment, and Chairman of the Pacific Council on International Policy. Mr. Bryson has been a Director of The Walt Disney Company from 2000 until October 21, 2011. Mr. Bryson was a

Director of The Boeing Company from 1995 until June 2011. Mr. Bryson served as Chairman, President and Chief Executive Officer of Edison International (electric power generator and distributor), the parent company of Southern California Edison, from October 1990 to July 2008. Mr. Bryson is a graduate of Stanford University and Yale Law School.

Title Tenure Total Compensation Education

: : : :

18 Age : $125,000 %Change : -

69 -0.53

James L. Jones - Inactive (Resigned) General James L. Jones, United States Marine Corps (ret.), who recently retired as National Security Advisor to United States President Barack Obama, was elected to serve as a Member of the Board of Directors of Invacare Inc. effective December 1, 2010. General Jones was a Member of Invacare's Board of Directors from March 2007 to January 2009, before stepping down to take the position as National Security Advisor. Prior to joining President Obama's administration as National Security Advisor, General Jones served as Supreme Allied Commander of NATO (North Atlantic Treaty Organization) and Commander of the United States European Command until December 2006. Geenral Jones is a Director of Cross Match Technologies, Inc., a provider of biometric technologies. General

Jones has served as a Director of The Boeing Company since 2007; and resigned as a Director of The Boeing Company on December 15, 2008, who in early December 2008, was named by U.S. President-elect Barack Obama to serve as his National Security Adviser. He served as a Director of Chevron Corp. from 2008 until December 2008. General Jones was commissioned into the Marine Corps in 1967. He graduated from the National War College in 1985 and later served as Military Assistant to the U.S. Secretary of Defense. He served as the Supreme Allied Commander Europe, and Commander of the United States European Command from January 2003 to February 2007. Previously, General Jones served as the 32nd Commandant of the United States Marine Corps from July 1999 to January 2003. He has served as President and Chief Executive Officer of the Institute for 21st Century Energy, an affiliate of the U.S. Chamber of Commerce, since March 2007 and Special Envoy for Middle East Security since November 2007. General Jones has a Bachelor of Science degree and Honorary Doctorate from Georgetown University. Title Tenure Total Compensation Education : : : :

6 Age : $205,000 %Change : -

0.9

Richard D. Nanula - Inactive (Resigned) Richard D. Nanula, was a Director of The Boeing Company from 2005 to 2007. He is Chief Financial Officer of Amgen, Inc. Mr. Nanula joined Amgen as Executive Vice President in May 2001 and was

appointed Chief Financial officer in August 2001. He is a member of Amgen's executive committee. Mr. Nanula served as Chairman and Chief Executive Officer at Broadband Sports Inc., an Internet media company, from 1999 until 2001. He served as President and Chief Operating Officer of Starwood Hotels and Resorts in New York from 1998 until 1999. He held a variety of executive positions at the Walt Disney Company from 1986 until 1998, including Senior Executive Vice President, Chief Financial Officer and President of Disney Stores Worldwide. Title Tenure Total Compensation Education : : : :

8 Age : $132,500 %Change : -

52 -0.3

Lewis E. Platt - Inactive (Not Reported) Lewis E. Platt, served as President and Chief Executive Officer of Hewlett-Packard Company (measurement, computing and communi-cations equipment) from November 1992 until July 1999 and as Director and Chairman from September 1993 until his retirement in December 1999. In 1995, he was appointed to the Advisory Committee on Trade Policy Negotiations by President Clinton. Mr. Platt was Chief Executive Officer and a Director of Kendall-Jackson Wine Estates Ltd. until June 2001. He is a Director of 7Eleven, Inc. and served as a Director of The Boeing Company from 2003 to 2006. Title Tenure Total Compensation Education : : : :

10 $-

Age : %Change :

71 -

Rozanne L. Ridgway - Inactive (Retired) Ambassador Rozanne L. Ridgway, serves as a Director or Trustee of three funds in the American Funds family of mutual funds. Ambassador Ridgway has been Non-Executive Chairwoman of the Baltic American Enterprise Fund since July 1994. Ambassador Ridgway served as a Director of Emerson Electric Company from 1995 until February 5, 2013. She was a Director of The Boeing Company from 1992 to March 2008. Ambassador Ridgway is a former Director of Sara Lee Corp., 3M Company and Manpower, Inc. She is also the former Assistant Secretary of State for European and Canadian Affairs (1985-1989). Ambassador Ridgway served in the U.S. Foreign Service from 1957 until her retirement in 1989, including assignments as Ambassador for Oceans and Fisheries Affairs, Ambassador to Finland, and Ambassador to the German Democratic Republic. Title Tenure Total Compensation Education : : : :

21 Age : $130,000 %Change : -

77 -0.38

William M. Daley - Inactive (Resigned) William M. Daley, serves as White House Chief of Staff to United States President Barack H. Obama. Before joining the Obama administration, Mr. Daley served as Head of Corporate Responsibility of JPMorgan Chase & Co., from June 2007 to January 7, 2011. He served as Senior Executive of the Midwest Region, a member of the JPMorgan Chase & Co. Executive Committee and of its international council

from May 2004 to January 7, 2011. Mr. Daley served as President of SBC Communications, Inc. (diversified telecommunications) from December 2001 to May 2004 and Vice Chairman of Evercore Capital

Partners L.P. from January to November 2001. From June to December 2000, Mr. Daley served as Chairman of Vice President Albert Gore's 2000 presidential election campaign. Mr. Daley served as the U.S. Secretary of Commerce from January 1997 to June 2000. He served as a Director of Boston Properties, Inc. from 2003 until May 15, 2007. Mr. Daley serves on the Boards of The Art Institute of Chicago; The Joffrey Ballet of Chicago; Loyola University of Chicago; Northwestern Memorial Hospital and Northwestern University. Mr. Daley also served as member of the Board of Directors of Abbott Laboratories (Abbott) from October 8, 2004 to January 7, 2011; The Boeing Company from February 2006 to January 2011. He also sat on the Council on Foreign Relations until January 2011. Mr. Daley is a graduate of Loyola University in Chicago and of John Marshall Law School in Chicago. Title Tenure Total Compensation Education : : : :

7 $4,861 -

Age : %Change :

64 -0.98

John M. Shalikashvili - Inactive (Resigned)

John M. Shalikashvili, U.S. Army Ret., had been a Director of L-3 Communications Holdings, Inc. ("L3") since August 1998, and is a Member of the Compensation and Nominating/Corporate Governance Committees. He was a Director of The Boeing Company from 2000 to 2006. General Shalikashvili (U.S. Army Ret.) is an independent consultant and a Visiting Professor at Stanford University. General Shalikashvili was the senior officer of the United States military and principal military advisor to the President of the United States, the Secretary of Defense and the National Security Council, when he served as the thirteenth Chairman of the Joint Chiefs of Staff, Department of Defense, for two terms from 1993 to 1997. Prior to his tenure as Chairman of the Joint Chiefs of Staff, he served as the Commander in Chief of all United States forces in Europe and as NATO's tenth Supreme Allied Commander, Europe (SACEUR). He has also served in a variety of command and staff positions in the continental United States, Alaska, Belgium, Germany, Italy, Korea, Iraq, Turkey and Vietnam. Title Tenure Total Compensation Education : : : :

13 $97,500 -

Age : %Change :

76 -

Harry C. Stonecipher - Inactive (Resigned) Harry C. Stonecipherr, was President and Chief Executive officer of The Boeing Company from December 2003 to March 2005. He served as Boeing's Vice Chairman from May 2001 to June 2002 and as its

President and Chief Operating Officer from August 1997 to May 2001. He was President and Chief Executive Officer of McDonnell Douglas Corporation from 1994 until its merger with Boeing in 1997. He had served as a Director of the The Boeing Company since 2001. He was also a Director of PACCAR Inc. from 2001 to March 15, 2005. Title Tenure Total Compensation Education : : : :

10 Age : $12,613,319 %Change : -

76 1.62

Commitees Audit Committee Arthur Collins Edmund Giambastiani Edward Liddy Lawrence Kellner Linda Cook Ronald Williams Susan Schwab Compensation Committee David Calhoun Kenneth Duberstein Michael Zafirovski Finance Committee Arthur Collins Edmund Giambastiani Edward Liddy Lawrence Kellner Linda Cook Ronald Williams Susan Schwab William Daley Corporate Governance, Nominating & Organization Committee David Calhoun Kenneth Duberstein Michael Zafirovski Special Committee Edmund Giambastiani Ronald Williams

W. McNerney William Daley

Executive Compensation

Officers

W. James McNerney
Compensation History Year Values in USD 2011 2010 2009 Salary 1,930,000 1,930,000 1,930,000 Bonus N/A N/A N/A Other Annual Compensation/Fees N/A N/A N/A Stock Awards 3,420,165 3,300,330 3,136,242 Option Awards 3,420,159 3,300,297 3,136,251 Non-Equity Incentive Plan Compensation 8,704,300 4,439,000 4,500,300 Change in Pension Value & Non-Qualified Deferred 4,555,010 Comp. Earni 5,972,004 5,738,037 All Other Compensation 928,679 798,392 1,002,642 Total Compensation 22,958,31319,740,02319,443,472

J. Michael Luttig
Compensation History Year Values in USD 2011 2010 Salary 776,240 759,636 Stock Awards 802,215 734,364 Option Awards 802,201 734,336 Non-Equity Incentive Plan Compensation 1,864,396 1,025,200 Change in Pension Value & Non-Qualified Deferred 1,045,138 Comp. Earni 444,049 All Other Compensation 175,812 152,360 Total Compensation 5,466,002 3,849,945 2009 736,160 1,175,019 463,615 752,800 523,039 93,014 3,743,647

Dennis A. Muilenburg

Compensation History Year Values in USD 2011 2012 Salary 780,000 N/A Stock Awards 734,995 N/A Option Awards 734,995 N/A Restricted Stock Awards (# of Securities) N/A 60,000 Non-Equity Incentive Plan Compensation 1,342,900 N/A Change in Pension Value & Non-Qualified Deferred 1,101,761 Comp. Earni N/A All Other Compensation 109,580 N/A Total Compensation 4,804,231 0

Gregory D. Smith

Raymond L. Conner

Wanda K. Denson-Low

Thomas J. Downey

Shepard W. Hill
Compensation History Year Values in USD 2009 Salary 503,598 Stock Awards 632,777 Option Awards 263,455 Non-Equity Incentive Plan Compensation 432,980

Change in Pension Value & Non-Qualified Deferred 379,199 Comp. Earni All Other Compensation 67,729 Total Compensation 2,279,738

Timothy John Keating

Richard D. Stephens
Compensation History Year Values in USD 2006 Salary 486,308 Stock Awards 2,541,132 Option Awards 182,467 Non-Equity Incentive Plan Compensation 438,100 Change in Pension Value & Non-Qualified Deferred 313,541 Comp. Earni All Other Compensation 173,154 Total Compensation 4,134,702

John J. Tracy
Compensation History Year Values in USD 2010 Salary 464,869 Stock Awards 1,627,920 Option Awards 351,319 Non-Equity Incentive Plan Compensation 479,500 Change in Pension Value & Non-Qualified Deferred 650,837 Comp. Earni All Other Compensation 69,499 Total Compensation 3,643,944

Michael F. Lohr

Robert J. Pasterick

Directors

W. James McNerney
Compensation History Year Values in USD 2011 2010 2009 Salary 1,930,000 1,930,000 1,930,000 Bonus N/A N/A N/A Other Annual Compensation/Fees N/A N/A N/A Stock Awards 3,420,165 3,300,330 3,136,242 Option Awards 3,420,159 3,300,297 3,136,251 Non-Equity Incentive Plan Compensation 8,704,300 4,439,000 4,500,300 Change in Pension Value & Non-Qualified Deferred 4,555,010 Comp. Earni 5,972,004 5,738,037 All Other Compensation 928,679 798,392 1,002,642 Total Compensation 22,958,31319,740,02319,443,472

David L. Calhoun
Compensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2011 110,000 140,000 30,000 280,000 2010 100,000 130,000 30,000 260,000 2009 56,301 73,192 30,000 159,493

Arthur D. Collins

Compensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2011 125,000 140,000 31,500 296,500 2010 115,000 130,000 31,000 276,000 2009 110,172 130,000 31,000 271,172

Linda Zarda Cook


Compensation History Year Other Annual Compensation/Fees Stock Awards Option Awards All Other Compensation Total Compensation Values in USD 2011 110,000 140,000 N/A 41,500 291,500 2010 100,000 130,000 N/A 20,000 250,000 2009 100,000 130,000 N/A 27,500 257,500

Kenneth M. Duberstein
Compensation History Year Other Annual Compensation/Fees Stock Awards Option Awards All Other Compensation Total Compensation Values in USD 2011 150,000 140,000 N/A 31,500 321,500 2010 140,000 130,000 N/A 31,000 301,000 2009 140,000 130,000 N/A 40,500 310,500

Edmund P. Giambastiani
Compensation History Year Other Annual Compensation/Fees Values in USD 2011 110,000 2010 123,561

Stock Awards All Other Compensation Total Compensation

140,000 3,750 253,750

160,630 5,250 289,441

Lawrence W. Kellner
Compensation History Year All Other Compensation Total Compensation Values in USD 2011 500 500

Edward M. Liddy
Compensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2011 117,500 140,000 15,000 272,500 2010 56,575 73,548 11,500 141,623 2008 75,000 130,000 N/A 205,000

Susan C. Schwab
Compensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2011 110,000 140,000 11,850 261,850 2010 88,699 115,308 14,000 218,007

Ronald A. Williams
Compensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2011 118,219 150,685 30,500 299,404

Michael Svetozar Zafirovski


Compensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2011 110,000 140,000 31,500 281,500 2010 100,000 130,000 31,000 261,000 2009 104,829 130,000 31,000 265,829

Insider Holdings Holdings Summary Total Insiders Total Direct Shares Total Indirect Shares % Held By Insiders

46 3,404,722 1,166,888 0.45%

Filer's Name Hill Shephard W Denson-Low Wanda K Parasida Anthony M Downey Thomas J Stephens Richard Dennis Mcnerney W James Jr Keating Timothy John Luttig J Michael Sands Diana L Conner Raymond L. Muilenburg Dennis A Tracy John J Smith Gregory D Duberstein Kenneth M Albaugh James F Bell James A Mcdonnell John F Kellner Lawrence W Schwab Susan C Williams Ronald A Biggs John H Bryson John E Liddy Edward M Cook Linda Z Pasterick Robert J Cave Michael J Carson Scott E Calhoun David L Hullin Tod R Ridgway Rozanne L Koellner Laurette T Mcgee Harry S III Jamieson James M Soodik Bonnie W Daley William M Mulally Alan R Bain Douglas G De Leon Rudy F Platt Lewis E Nanula Richard D

Relation Direct Date Direct Shares Indirect Date Indirect Shares SVP, President, 03/08/201397,794 Boeing Intl 03/08/201314,849 SVP, Internal 03/08/201338,120 Governance 03/08/201310,370 Senior Vice03/08/201315,774 President 03/08/20135,831 SVP, Communications 03/08/201349,281 03/08/20139,815 SVP, Human 03/08/201351,191 Resources/Admin 03/08/201313,354 Chairman, President 03/08/2013466,029 & CEO, Director 03/08/2013502 SVP, Government 03/08/201399,115 Operations 03/08/2013407 EVP & General 03/08/2013105,571 Counsel 03/08/2013435 VP Fin. & Corporate 03/08/201313,927 Controller 03/08/20132,376 EVP, Pres. 03/08/201382,708 & CEO, BCA 03/08/20138,974 EVP, Pres. 03/08/2013123,378 & CEO, BDS 03/08/20135,452 SVP, EO&T03/08/201374,357 & CTO 03/08/20134,912 EVP and CFO 03/08/201339,295 03/08/2013483 Director 11/13/20126,160 08/10/20050 EVP, Pres. 05/10/2012241,092 & CEO, BCA 05/10/201226,819 EVP 03/02/2012116,173 03/02/201214,811 Director 01/31/20121,154,926 01/31/2012555,408 Director 11/03/20111,000 11/03/20110 Director 08/11/20111,492 04/26/20100 Director 02/15/20110 02/15/20114,200 Director 02/08/201130,560 02/08/20119,050 Director 10/28/20105,861 10/28/20101,600 Director 06/07/20103,628 0 Director 02/01/20103,500 02/01/2010300 VP Fin. & Corporate 02/01/20104,180 Controller 02/01/20106,200 SVP, Bus. Dev. 09/14/200917,093 & Strategy 09/14/200910,385 EVP 09/14/200944,646 09/14/200924,052 Director 07/22/20092,450 0 SVP Public 03/11/200848,339 Policy 03/11/20084,735 Director 02/13/200811,521 03/10/20030 SVP/Pres. Boeing 07/30/200728,215 International 07/30/200714,649 Corporate Controller 07/27/20076,881 07/27/20073,906 Sr. VP & COO, 07/27/200754,715 BCA 07/27/200712,724 Sr. V.P., Internal 04/27/200711,389 Governance 04/27/200711,646 Director 08/02/20061,250 0 Exec VP, Pres 05/10/200679,741 & CEO BCA 05/10/200626,848 Sr. VP - Law 05/10/200625,725 05/10/200614,660 Sr. VP Washington 05/10/200645,077 DC Op 05/10/20069,026 Director 08/29/20058,398 08/29/20050 Director 08/19/20050 08/19/20052,000

Pickering Thomas R Stonecipher Harry C Swain David O Hayhurst John B Sears Michael M Condit Philip M

Sr. V.P. Intl 02/16/20050 Relations President and 02/23/20040 CEO, Director Exec.VP, COO 02/23/20043,230 IDS Sr. V.P., Pres 02/23/2004144 ATM Former Exec 11/24/200380,345 VP, CFO Former Director 10/28/2003110,451 and Officer

02/28/20058,836 02/28/2005181,291 02/23/200492,919 02/23/20049,313 11/24/20038,378 10/28/200335,372

Source: J3 Information Services Group

Insider Trades 3 Months

Summary (Direct Transactions Only) 3 Months 6 Months 12 Months 24 Months Total Shares Bought 218,935 321,335 343,957 698,294 Total Buy Value 67,735 135,470 940,135 2,814,230 Total People Bought 13 14 14 17 Total Buy Transactions 14 17 20 37 Total Shares Sold 67,338 70,693 114,576 457,589 Total Sell Value 5,170,891 5,414,608 8,668,53117,926,638 Total People Sold 13 14 15 17 Total Sell Transactions 26 28 35 65 End Date 12/18/201209/18/201203/18/201203/18/2011

Filer's Name Mcnerney W James Jr Stephens Richard Dennis

Relation Title Off - Dir - 10% Trans. Date Form Chairman, President 1 - 1 -& 0 CEO 3/08/2013 4 SVP, Human 1 Resources/Admin - 1 - 03/08/2013 4

Action D D

Price 81.21 81.21

Conner Raymond L. Denson-Low Wanda K Hill Shephard W Tracy John J Downey Thomas J Luttig J Michael Sands Diana L Parasida Anthony M Keating Timothy John Muilenburg Dennis A Smith Gregory D Luttig J Michael Keating Timothy John Conner Raymond L. Denson-Low Wanda K Tracy John J Sands Diana L Stephens Richard Dennis Parasida Anthony M Smith Gregory D Muilenburg Dennis A Downey Thomas J Mcnerney W James Jr Hill Shephard W Luttig J Michael Keating Timothy John Conner Raymond L. Denson-Low Wanda K Tracy John J Sands Diana L Stephens Richard Dennis Parasida Anthony M Smith Gregory D Muilenburg Dennis A Downey Thomas J Mcnerney W James Jr Hill Shephard W Mcnerney W James Jr

EVP, Pres. 1 & CEO, - 1 BCA - 03/08/2013 SVP, Internal 1 Governance - 1 - 03/08/2013 SVP, President, 1 - Boeing 1 - 0Intl 3/08/2013 SVP, EO&T1& CTO 1 - 03/08/2013 SVP, Communications 1 - 1 - 03/08/2013 EVP & General 1 - Counsel 1 - 03/08/2013 VP Fin. & Corporate 1 - 1 -Controller 03/08/2013 Senior Vice1 President - 1 - 03/08/2013 SVP, Government 1 - 1 Operations - 03/08/2013 EVP, Pres. 1 & CEO, - 1 BDS - 03/08/2013 EVP and CFO 1 - 1 - 03/08/2013 EVP & General 1 - Counsel 1 - 02/25/2013 SVP, Government 1 - 1 Operations - 02/25/2013 EVP, Pres. 1 & CEO, - 1 BCA - 02/25/2013 SVP, Internal 1 Governance - 1 - 02/25/2013 SVP, EO&T1& CTO 1 - 02/25/2013 VP Fin. & Corporate 1 - 1 -Controller 02/25/2013 SVP, Human 1 Resources/Admin - 1 - 02/25/2013 Senior Vice1 President - 1 - 02/25/2013 EVP and CFO 1 - 1 - 02/25/2013 EVP, Pres. 1 & CEO, - 1 BDS - 02/25/2013 SVP, Communications 1 - 1 - 02/25/2013 Chairman, President 1 - 1 -& 0 CEO 2/25/2013 SVP, President, 1 - Boeing 1 - 0Intl 2/25/2013 EVP & General 1 - Counsel 1 - 02/22/2013 SVP, Government 1 - 1 Operations - 02/22/2013 EVP, Pres. 1 & CEO, - 1 BCA - 02/22/2013 SVP, Internal 1 Governance - 1 - 02/22/2013 SVP, EO&T1& CTO 1 - 02/22/2013 VP Fin. & Corporate 1 - 1 -Controller 02/22/2013 SVP, Human 1 Resources/Admin - 1 - 02/22/2013 Senior Vice1 President - 1 - 02/22/2013 EVP and CFO 1 - 1 - 02/22/2013 EVP, Pres. 1 & CEO, - 1 BDS - 02/22/2013 SVP, Communications 1 - 1 - 02/22/2013 Chairman, President 1 - 1 -& 0 CEO 2/22/2013 SVP, President, 1 - Boeing 1 - 0Intl 2/22/2013 Chairman, President 1 - 1 -& 0 CEO 2/06/2013

4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4

D D D D D D D D D D D A A A A A A A A A A A A A D D D D D D D D D D D D D OE

81.21 81.21 81.21 81.21 81.21 81.21 81.21 81.21 81.21 81.21 81.21 0 0 0 0 0 0 0 0 0 0 0 0 0 76.76 76.76 76.76 76.76 76.76 76.76 76.76 76.76 76.76 76.76 76.76 76.76 76.76 28.22

Transaction Code Key :

Ownershi p Code Key : A -- UNKNOWN Acquired (added NO 06/04/2012) D - Automatic AB - Unknown Buy (added NP 02/19/2013) I - AS Automatic Sell - Options OE Exercised B - Buy PB - Private Buy D - Disposed PS - Private Sell - Initital IO Ownership S - Sell

- Direct - Indirect

Source: J3 Information Services Group

News
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Airbus poaches Boeing customer Lion with huge order Euro News - 10:26AM, 18 March 2013

Boeing Picks GE as Partner on 777 Engine Study; Bob Feldmann Comments ExecutiveBiz Blog - 9:25AM, 18 March 2013

Boeing-General Electric partnership for the... Avionews - 9:22AM, 18 March 2013

LOT reaches agreement with Boeing over... Avionews - 9:22AM, 18 March 2013

Airbus Poaches Boeing Customer; Boeing CEO Gets 20% Pay Boost DailyFinance - 9:10AM, 18 March 2013

LOT Dreamliners Set for Early Reprieve Emerging Europe - The Wall Street Journal - 8:06AM, 18 March 2013

New Boeing 787 Dreamliner Battery Box Should Mitigate Fire Concerns

The Green Optimistic - 8:01AM, 18 March 2013

Boeing Co. (NYSE:BA) Increases Chairman Compensation, Facebook (NASDAQ:FB) Taps Schroepfer as CTO eStocksDaily - 8:00AM, 18 March 2013

GE Secures Long-Term Partnership with Major Aircraft Manufacturer

Wall St. Cheat Sheet - 7:35AM, 18 March 2013

Airbus sells 234 planes to Lion Air in 18.4 billion euro deal Yahoo! News Canada - 5:42AM, 18 March 2013

SpiceJet Weighs Switch to Airbus From Boeing on Technology Bloomberg.com - 5:04AM, 18 March 2013

Air Transport Services will merge two airlines Transportwekly - 4:05AM, 18 March 2013

Atlas Air Worldwide Dry-Leasing Subsidiary Titan Aviation Acquires 777 Freighter Aero-News Network - 4:04AM, 18 March 2013

Airbus Said to Win Order for More Than 200 Planes From Lion Air Bloomberg.com - 4:02AM, 18 March 2013

Let the painting begin Predict Wall Street - 1:30AM, 18 March 2013

Reports: Lion Air Nears $20 Bln Deal To Buy More Than 200 A320s From Airbus RTTNews - 11:35PM, 17 March 2013

Boeing puts 787 battery through tough tests it once avoided 4-Traders - 11:12PM, 17 March 2013

Airbus Hits, Boeing Misses In Dogfight Over Lion Air $20 Billion Deal International Business Times UK 8:08PM, 17 March 2013

Centurion Air Cargo grows, eyes new international markets MiamiHerald.com - 6:00PM, 17 March 2013

Airbus to Sign Industrial Deal with French Government Monday 4-Traders - 1:30PM, 17 March 2013

I wish my hospital were a Dreamliner

KevinMD.com - 6:00AM, 17 March 2013

History Incorporated in the State of Washington in 1916. Reincorporated in Delaware on July 19, 1934 as Boeing Airplane Co. Present name adopted May 4, 1961.

On Aug. 31, 1934, Co. acquired properties through acquisition from United Aircraft & Transport Corp. of the entire capital stock of Boeing Aircraft Co., Seattle, WA, and of The Stearman Aircraft Co., Wichita, KS and has been engaged in business since Sept. 1, 1934.

On Dec. 31, 1947, Co. merged with Boeing Aircraft Co., a wholly-owned subsidiary. In 1953, Boeing Aircraft of Canada Ltd. former subsidiary was liquidated.

On Mar. 31, 1960, Co. acquired Vertol Aircraft Co.'s assets (operated as a division) for 448,954 shares.

In 1961, Co. sold assets of Allied Research Associates, Inc., a former subsidiary. In 1964, Co. acquired minority interest in Bolkow GmbH (now Messerschmitt-Boelkow-Blohm, GmbH). In 1977, Co. acquired 15% interest in Peabody Holding Co. In 1978, Co. sold minority interest in Messerschmitt-Boelkow-Blohm, GmbH. On Jan. 1, 1978, Co. merged Boeing Computer Services, Inc., a whollyowned subsidiary.

In Dec. 1980, Co. sold Boeing Computer Centres, Ltd., a former subsidiary. In Mar. 1981, Co. acquired Ronson Hydraulic Units Corp. (name changed to Hydraulic Units, Inc.). In Jan. 1982, Co. sold Boeing Construction Equipment Co., a former subsidiary. In Jan. 1986, Co. acquired de Havilland Aircraft of Canada, Ltd. In July 1987, Co. acquired ARGOSystems, Inc. In July 1987, Co. sold Hydraulic Units, Inc. In fiscal 1990, Co. sold its 15% interest in Peabody Holding Co., Inc. the parent of Peabody Coal Co., to a subsidiary of Hanson PLC for approximately $168,000,000.

In Oct. 1990, Co. acquired Broadacres Inc. In Jan. 1992, Co. sold its de Havilland subsidiary to Bombardier Inc., of Montreal and the Province of Ontario. In Jan. 1995, Co. purchased Litton Precision Gear of Chicago, a division of Litton Systems, Inc. The unit was purchased by the Boeing subsidiary, Precision Gear, Inc. Terms of the purchase are not being disclosed. On Dec. 6, 1996, Co. acquired Aerospace and Defense Electronics businesses of Rockwell International Corporation.

On Aug. 1, 1997, McDonnell Douglas became a wholly owned subsidiary of Boeing. Each shareholder of Mcdonnell Douglas received 1.3 shares of Co.'s common stock for each of McDonnell Douglas common stock. Co. issued 277,300,000 shares in connection with the merger. The merger was accounted for as a pooling of interests.

In July 1999, Science Applications International purchased Boeing Information Services from Co. Co. continues to support government contracts at its Vienna, VA headquarters and at additional sites in the U.S. and overseas. In May 2000, Co. sold its subsidiary, Boeing Agri-Industrial Company, including its 93,000 acre land lease to agri-business firm R.D. Offutt Company. On Aug. 2, 2000, Co. acquired Autometric Inc. for $119,000,000. Autometric became a part of the Integrated Defense Systems division within the Boeing Space and Communications Group led by President, Jim Albaugh. On Sept. 1, 2000, Co acquired AeroInfo Systems Inc., a provider of maintenance software applications for the airline industry. Terms were not disclosed. On Sept. 1, 2000, Co. acquired Continental Graphics Corp., a provider of technical information to the aviation industry for $183,000,000.

On Oct. 4, 2000, Co. acquired Jeppesen Sanderson Inc., a provider of print and electronic flight information services, from Tribune Co. for $1,524,000,000 in cash. On Oct. 6, 2000, Co. acquired Hughes Electronics Corp.'s space and communications business and related operations for $3,849,000,000. On Jan. 8, 2001, Co.'s subsidiary, GKN plc, acquired Co.'s fabrication operations. On Jan. 17, 2001, Co. and Raytheon Company sold a one-third equity stake in HRL Laboratories, LLC to General Motors Corp. As a result of this purchase, Co., General Motors Corp., and Raytheon Company share equal ownership in HRL Laboratories, LLC. On Feb. 27, 2001, Co. has been awarded a U.S. Navy contract to continue support for F/A-18 Hornet, F14 Tomcat and SH-60 Seahawk aircraft at the Naval Strike and Air Warfare Center, including those used by the renowned "Top Gun" school. Work under the seven-year contract, valued at more than $150,000,000, will take place at Naval Air Station Fallon, Nev. Included in the contract is an option to support F-16 "adversary" aircraft that will be based at Fallon. On Apr. 4, 2001 Co. received a $235,000,000 contract for the production of 11,054 Joint Direct Attack Munition (JDAM) kits. The U.S. Air Force Air Armament Center at Eglin Air Force Base, Fla., is the contracting agency. The contract includes a $25,000,000 option for an additional 1,150 kits.

On May 4, 2001, Co. has been awarded a $38,700,000 contract by the U.S. Air Force to manufacture reengine kits and modify the KC-135 and RC-135 aircraft to "R"-model configuration. On July 27, 2001, Co. acquired SBS International. On Aug. 9, 2001, Co. received a $33,600,000 U.S. Defense Department contract to produce 131 additional Joint Helmet-Mounted Cueing Systems, or JHMCS, continuing the program's progress through low-rate initial production. On Dec. 12, 2001, Co. has received a $37,600,000 contract to enhance the flight deck of NATO's fleet of 17 E-3 Airborne Warning and Control System (AWACS) aircraft.

On May 31, 2002, Co. sold its ordnance business to ATK. On June 4, 2002, The Undersecretariat for Defense Industries of the Republic of Turkey has signed a $1,000,000,000 contract with Co. for the design and development of a state-of-the-art 737 Airborne Early Warning & Control (AEW&C) system also being developed for Australia. On June 14, 2002, Co. has been awarded a $61,800,000 contract by the U.S. Air Force for five re-engining kits for the RC-135 aircraft and two reengining kits for the KC-135 aircraft. The contract is with the Oklahoma City Air Logistics Center at Tinker Air Force Base.

On Aug. 15, 2002, Co. and the U.S. Air Force today announced the signing of a $9,700,000,000 follow-on procurement contract for 60 C-17 Globemaster III transport aircraft.

On Sept. 13, 2002, Co. has been awarded a $378,000,000 contract for an additional 18,840 Joint Direct Attack Munition, or JDAM, kits by the JDAM Joint Program Office. On Oct. 17, 2002, Co. acquired FlightSafety International's (FSI) interests in FlightSafety Boeing Training International, a joint venture that provides pilot and crew training. In exchange for FSI's interests, Co. paid $50,000,000 at closing, and signed a $199,000,000 note due on May 31, 2005. With this transaction, Co. increased its 50% ownership to effectively 100%.

On Dec. 20, 2002, The U.S. Navy has awarded Co. a $60,300,000 contract for additional production of 120 Standoff Land Attack Missiles Expanded Response (SLAM-ER). On Feb. 11, 2003, Co. completed the acquisition of Conquest, Inc. Terms were not disclosed. The principal joint venture arrangements are United Space Alliance; HRL Laboratories, LLC; APB Winglets Company, LLC; BATA Leasing, LLC; and Sea Launch. Co. has a 50% partnership with Lockheed Martin in United Space Alliance, which is responsible for all ground processing of the Space Shuttle fleet and for space-related operations with the U.S. Air Force. United Space Alliance also performs

modifications, testing and checkout operations that are required to ready the Space Shuttle for launch. Co. is entitled to 33% of the earnings from HRL Laboratories, LLC, which conducts applied research in the electronics and information sciences; and creates new products and services for space, telecommunications, defense and automotive applications. Co. has a 45% ownership of APB Winglets Company, LLC, which was established for the purposes of designing, developing, manufacturing, installing, certifying, retrofitting, marketing, selling, and providing after-sales support with respect to winglets for retrofit aircraft. Co. has a 50% partnership with American Trans Air, Inc. in BATA Leasing, LLC, which was established to acquire aircraft and market and lease the aircraft to third-parties. The Sea Launch venture, in which Co. is a 40% partner with RSC Energia (25%) of Russia, Kvaerner ASA (20%) of Norway, and KB Yuzhnoye/PO Yuzhmash (15%) of Ukraine, provides ocean-based launch services to commercial satellite customers. On Apr. 9, 2003, Co. and DynCorp Technical Services LLC, a CSC company, created Aviation Technical Services LLC, a wholly and jointly owned company to offer support services to the U.S. military. The new company, based in Fort Worth, TX, will compete to win the U.S. Army Fort Rucker aviation maintenance contract and the T45TS Contractor Logistics Support program for the U.S. Navy.

On July 11, 2003, NASA has awarded Co., fixed-price contract valued at $145,000,000 to procure replacement battery units for the International Space Station. On Aug. 28, 2003, The U.S. Air Force has selected Co. for a contract worth approximately $188,000,000 for the continued development and production of the Small Diameter Bomb (SDB). On Aug. 29, 2003, The U.S. Department of Defense awarded Co. a $24,000,000 contract to produce 100 Joint Helmet-Mounted Cueing Systems (JHMCS) by July 2005.

On Sept. 4, 2003, The U.S. Navy has awarded Co. a contract worth $49,500,000 for low-rate initial production of the Active Electronically Scanned Array (AESA) radar for the F/A-18E/F Super Hornet and E/A-18G aircraft. The LRIP1 contract calls for production of eight of the AESA APG-79 radar systems. Production of the LRIP1 radar could begin as soon as next month, with delivery of the first LRIP1 radar scheduled for early 2005. On Sept. 17, 2003, The U.S. Air Force has awarded Co. an initial $4,000,000 Phase 1 contract to define requirements for the Battle Management Command and Control (BMC2) subsystem of the Air Force Multi-sensor Command and Control Aircraft (MC2A) program.

On Sept. 18, 2003, The U. S. Navy has awarded Co. a $31,900,000 contract for the design and production of a Reconfigurable Transportable Consolidated Automated Support System (RTCASS) to support existing Consolidated Automated Support System weapons system test program sets. This contract has a total potential value of more than $200,000,000 over a seven-year period. On Oct. 21, 2003, The U.S. Navy has awarded Co. a $121,000,000 undefinitized contract for system development and demonstration of the Hornet Autonomous Real-time Targeting (HART) system. On Nov. 3, 2003, The Missile Defense Agency has awarded Co. an $823,040,235 cost-plus-award-fee contract modification for the Groundbased Midcourse Defense Block 2004 Capability Enhancement Program. On Dec. 29, 2003, The U.S. Navy has awarded a multiyear procurement contract valued at $8,600,000,000 for the production of an additional 210 F/A-18 Super Hornets and a $1,000,000,000 contract for system design and development (SDD) of the EA-18G airborne electronic attack aircraft. On Mar. 30, 2004, Co. and Ball Aerospace team has won a $189,000,000 contract to develop and initially operate the Space-Based Space Surveillance System (SBSS) for the U.S. Air Force.

On Apr. 6, 2004, Co. received $6,500,000 initial funding for an $18,900,000 contract supporting development of the Surface Launched AMRAAM weapon system (SLAMRAAM). On May 4, 2004, Co. acquired Frontier Systems, Inc. Terms of the acquisition have not been disclosed.

On Aug. 4, 2004, Co. has received a $5,600,000 U.S. Air Force contract to enhance real-time situation awareness in the cockpit. On Sept. 2, 2004, The U.S. Air Force awarded Co. an $891,600,000 contract modification to provide sustainment services for the C-17 airlifter fleet. On Dec. 21, 2004, Co. and the U.S. Army signed a $549,000,000 contract, for 17 new-build CH-47F Chinook helicopters. On Dec. 22, 2004 Co. received a $21,000,000 Navy contract to provide engineering technical support for navigational systems on United States and United Kingdom Trident I and Trident II submarines.

On Feb. 17, 2005, Co. has been awarded a $46,500,000 extension of its Minuteman Sustaining Engineering contract to sustain the nation's intercontinental ballistic missiles (ICBMs). On Feb. 22, 2005, after passing the midway point on the first phase of modernization of the Canadian Forces' CF-18 aircraft, the Canadian Department of National Defence and Co. signed a new C$117,000,000 contract naming Boeing as the prime contractor for the next phase.

On Feb. 28, 2005, Co. sold Boeing Electron Dynamic Devices, Inc. to L-3 Communications Holdings, Inc. On Mar. 31, 2005, Co. received a $609,000,000 contract from the U.S. Air Force for additional Joint Direct Attack Munition (JDAM) tail kits.

On Apr. 22, 2005, Co. received an $18,500,000 contract today from the U.S. Air Force to begin low-rate initial production of the Small Diameter Bomb (SDB). In Apr. 25, 2005, Co. received a $14,500,000 contract from the U.S. Navy for unmanned aerial vehicle services in support of Operation Iraqi Freedom and the Global War on Terror. On June 6, 2005, Co. received an $8,300,000 contract modification from the U.S. Army Aviation and Missile Command for Avenger gunner consoles. The modification brings the total contract value to $10,700,000 and will extend work through Oct. 2008. On June 16, 2005, Co.'s subsidiary, Boeing Commercial Airplanes, sold its Wichita/Tulsa Division to Onex Corp. in a transaction valued at approximately $1,500,000,000, including cash of approximately $1,100,000,000 and the assumption of certain liabilities. On Aug. 2, 2005 Co. sold the Rocketdyne Propulsion and Power business to United Technologies Corporation for cash proceeds of approximately $700,000,000 under an asset purchase agreement.

On Sept. 23, 2005, The U.S. Army and Co. signed a $192,500,000 contract for 13 new AH-64D Apache Longbow multi-role combat helicopters for the U.S. Army. On Jan. 3, 2006, The U.S. Navy has awarded Co. a long-term performance-based logistics contract valued at $995,000,000 for the F/A18E/F Integrated Readiness Support Teaming (FIRST) program.

On Mar. 10, 2006, Co. received a $240,000,000 contract March 6 from the U.S. Air Force to produce 10,000 Joint Direct Attack Munition (JDAM) tail kits for existing 500-, 1,000- and 2,000-pound bombs purchased by the U.S. Air Force and Navy. On Mar. 17, 2006, Co. received a $96,000,000 contract Feb. 17 for its third full-rate production order of more than 400 Joint Helmet-Mounted Cueing Systems (JHMCS), expanding production capacity for the second consecutive year. On Apr. 4, 2006, Co. awarded ViaSat, Inc. a contract valued at approx. $57,000,000 to develop the ground-based beam-forming system for the new Mobile Satellite Ventures (MSV) communications network.

On May 10, 2006, Co. awarded a $25,200,000 contract to support the Minuteman Force Development Evaluation flight test program at Vandenberg Air Force Base, California.

On May 18, 2006, Co. conjunction with International Lease Finance Corp. held delivery ceremonies with Shanghai Airlines for the airline's newest Next-Generation 737-800.

On July 3, 2006, Co. was awarded 10 more orders, valued at $705,000,000, for its Next-Generation 737-800 from Ryanair, from options contained in a previous purchase contract.

On July 5, 2006, Co. had been awarded a $138,000,000 option by the U.S. Air Force to build three additional Global Positioning System satellites under the GPS Block IIF contract. On July 18, 2006, Co. and Aviation Capital Group, a wholly-owned subsidiary of Pacific LifeCorp, announced that the lessor has placed an order for 14 Boeing NextGeneration 737-800s worth approximately $987,000,000 at list prices. On Aug. 8, 2006, Co. unveiled the new 737-900ER (Extended Range) airplane at its Renton, WA manufacturing facility. On Aug. 10, 2006, Co. was awarded $19,800,000 engineering manufacturing development contract from the U.S. Air Force for the modernization of the first Swedish Air Force C-130 aircraft. On Aug. 14, 2006, Co. received a $22,700,000 U.S. Air Force full-rate production contract for 2,645 additional Combat Survivor Evader Locator prcommunication system radios and support equipment.

On Aug. 17, 2006, Co. was awarded an $80,700,000 contract, from the Royal Australian Air Force to provide logistics support services for Australia's C-17 fleet. On Aug. 28, 2006, Co. acquired 17.4% interest of Huneed Technologies Co., Ltd. for $19,800,000. On Aug. 30, 2006, Co. has received a $5,600,000 U.S. Air Force contract to enhance real-time situational awareness in the cockpits of tankers, bombers and heavy-lift aircraft.

On Sept. 12, 2006, Co. and Atlas Air Worldwide Holdings announced the carrier ordered 12 747-8 Freighters, making Atlas the North American launch customer for the airplane.

On Sept. 20, 2006, Co. purchased Aviall Inc. for $48 per share or $1,700,000,000, plus the assumption of debt, net of cash existing on Aviall's balance sheet, of $448,000,000. On Sept. 27, 2006, Co. received the first phase of a $27,000,000 U.S. Air Force contract for the Small Diameter Bomb I Focused Lethality Munition (SDB I FLM) Joint Capability Technology Demonstration (JCTD). On Nov. 9, 2006, Co. awarded U.S. Air Force Combat Search and Rescue Contract. Under the program, which is valued at up to $10,000,000,000, Boeing will build 141 production aircraft and four test

aircraft at its Rotorcraft Systems manufacturing facility in Ridley Park, Pa., also home to the MH-47G Special Operations and CH-47F Chinook programs. On Nov. 09, 2006, Co. has received a $78,200,000 contract from Northrop Grumman Mission Systems to deploy a replacement Environmental Control System (ECS) for more than 550 U.S. Air Force Minuteman Intercontinental Ballistic Missile (ICBM) launch, missile alert and Class 1 trainer facilities. On Nov. 15, 2006, Co. has been awarded a $108,000,000 contract to deliver Radar System Improvement Program (RSIP) kits to Japan's fleet of four E-767 Airborne Warning and Control System (AWACS) aircraft. On Nov. 20, 2006, Co. and the U.S. Army have signed a $151,900,000 contract for 11 new AH-64D Apache Longbow multi-role combat helicopters. Funding for the new-build aircraft is part of the President's fiscal year 2006 Supplemental Budget. On Dec. 1, 2006, Co. completed the transaction with Lockheed Martin Corporation to create a 50/50 joint venture named United Launch Alliance L.L.C. for the purpose of production, engineering, test and launch operations associated with U.S. government launches of Boeing Delta and Lockheed Atlas rockets.

On Jan. 22, 2007, Co. and Lockheed Martin Form Strategic Alliance to Promote Next-Generation Air Transportation System.

On Apr. 23, 2007. Co. and iRobot Corp. signed a teaming agreement to design and develop a nextgeneration, small unmanned ground vehicle (SUGV) called the SUGV Early. On May 29, 2007, Co. announced an order for 15 Boeing 787 Dreamliners and purchase rights for 10 additional 787s. S7 Group subsidiary S7 Airlines will operate the Dreamliners. The 787s will replace S7's fleet of aging twin-aisle airplanes and provide capacity for growth. The order is valued at $2,400,000,000 at catalog prices. On June 29, 2007, Co. awarded $2, 000, 000 U.S. Air Force contract for engineering services and the manufacturing of 242 wing set for the Air Force's A-10 fleet. On Aug. 12, 2008, Co. awarded a five-year contract to AT&T Inc. to be its primary telecommunications provider. The value of the contract was estimated at more than $400,000,000. On Aug. 26, 2008, Co. was awarded a five-year U.S. Army contract valued at $4,300,000,000 for 181 CH-47F Chinooks and 10 additional Chinooks under Fiscal Year 2008 supplemental funding. There are options in the award for an additional 24 aircraft over the course of the contract. On Sept. 9, 2008, Co. acquired Insitu Inc. Terms of the transaction were not disclosed.

On Nov. 6, 2008, Co. acquired Tapestry Solutions. Terms of the transaction were not disclosed. On Mar. 23, 2009, Co. awarded a $27,000,000 contract to Raytheon Company to support the Ground Based Midcourse Defense program.

On May 18, 2009, Co. awarded a three-year, multi-million dollar contract, to Harris Corp., to supply spare hardware for the International Space Station's Audio Visual Display System, to Co. Terms of the contract were not disclosed. On July 16, 2009, Co. was awarded a contract by Intelsat Ltd. (Intelsat) to build four telecommunication satellites that will refresh and add new capacity to Intelsat's global satellite fleet. Terms of the contract were not disclosed. On July 24, 2009, Co. through its indirect subsidiary, Aviall Services, Inc. (Aviall), a unit of Aviall, Inc., entered into an agreement with Pratt & Whitney Canada to supply new OEM spare parts for PW901 engine clients around the world.Under the worldwide agreement, Aviall will distribute PW901 aftermarket new parts for customers of Pratt & Whitney Canada. Aviall will begin providing these parts in the fourth quarter of 2009 after the two companies agreed on a 10-year renewable contract. Terms of the contract were not disclosed.

On July 30, 2009, Co. acquired the business, assets and operations of Vought Aircraft Industries, Inc.'s (Vought) 787 business conducted at North Charleston, SC. In connection with the acquisition, Co. paid cash consideration of $590,000,000 and released Vought from its obligation to repay amounts of $416,000,000 previously advanced by Co. On Aug. 10, 2009, Co. received a $1,150,000,000 contract from the Canadian government, for 15 new CH-47F Chinook heavy-lift helicopters. On July 19, 2010, Co. and GE Capital Aviation Services, the commercial aircraft leasing and financing arm of General Electric Co., announced an order for 40 Next-Generation 737800s. The order is valued at approximately $3,000,000,000 at average list prices.

On July 20, 2010, Co. and Royal Jordanian signed an order for three 787-8s at the Farnborough International Airshow. The order is valued at approximately $500,000,000 at list prices. On Aug. 5, 2010, Co. acquired Argon ST, Inc. for $782,000,000. On May 9, 2012, Co. acquired Inmedius. Terms of the transaction were not disclosed.

Historic News 12/17/2012

On Dec. 17, 2012, Co.?s Chairman, President and Chief Executive Officer Jim McNerney announced a 10 percent increase in Co.?s regular quarterly dividend to 48.5 cents per share and the resumption of its stock repurchase program with repurchases currently expected to total between $1,500,000,000 and $2,000,000,000 in 2013. 05/10/2012 On May 9, 2012, Co. acquired Inmedius. Terms of the transaction were not disclosed. 04/27/2012 On Apr. 26, 2012, Co. signed an agreement to acquire Inmedius. Terms of the transaction were not disclosed. 12/02/2010 On Nov. 22, 2010, Co. agreed to acquire the business and operations conducted by Summit Aeronautics Group. Terms of the transaction were not disclosed. 08/24/2010 On Aug. 5, 2010, Co. acquired Argon ST Inc. Terms of the transaction were not disclosed. 07/28/2010 On July 20, 2010, Co. and Royal Jordanian signed an order for three 787-8s at the Farnborough International Airshow. The order is valued at approximately $500,000,000 at list prices. 07/21/2010 On July 19, 2010, Co. and GE Capital Aviation Services, the commercial aircraft leasing and financing arm of General Electric Co., announced an order for 40 Next-Generation 737800s. The order is valued at approximately $3,000,000,000 at average list

prices. 08/11/2009 On Aug. 10, 2009, Co. received a $1,150,000,000 contract from the Canadian government, for 15 new CH-47F Chinook heavy-lift helicopters. 07/31/2009 On July 30, 2009, Co. acquired the business and operations conducted by Vought Aircraft Industries at its South Carolina facility. Terms of the transaction were not disclosed.

07/27/2009 On July 24, 2009, Co. through its indirect subsidiary, Aviall Services, Inc. ("Aviall"), a unit of Aviall, Inc., entered into an agreement with Pratt & Whitney Canada to supply new OEM spare parts for PW901 engine clients around the world.Under the worldwide agreement, Aviall will distribute PW901 aftermarket new parts for customers of Pratt & Whitney Canada. Aviall will begin providing these parts in the fourth quarter of 2009 after the two companies agreed on a 10-year renewable contract. Terms of the contract were not disclosed. 07/17/2009 On July 16, 2009, Co. was awarded a contract by Intelsat Ltd. ("Intelsat") to build four telecommunication satellites that will refresh and add new capacity to Intelsat's global satellite fleet. Terms of the contract were not disclosed.

05/19/2009

On May 18, 2009, Co. awarded a three-year, multi-million dollar contract, to Harris Corp., to supply spare hardware for the International Space Station's Audio Visual Display System, to Co. Terms of the contract were not disclosed. 05/14/2009 On May 13, 2009, Co. and AgustaWestland, a Finmeccanica company, signed a contract for the manufacture and support of 16 ICH47F Chinook helicopters for the Italian Army. The contract makes Co. the prime subcontractor to AgustaWestland for the new aircraft. The contract is worth approximately $1,230,000,000. 03/24/2009 On Mar. 23, 2009, Co. awarded a $27,000,000 contract to Raytheon Company to support the Ground Based Midcourse Defense program.

11/17/2008 On Nov. 14, 2008, Co. entered an agreement to acquire Digital Receiver Technology, Inc. Terms of the transaction were not disclosed. 11/07/2008 On Nov. 6, 2008, Co. acquired Tapestry Solutions. Terms of the transaction were not disclosed. 10/17/2008 On Oct. 16, 2008, Co. entered into an agreement to acquire Federated Software Group. Terms of the transaction were not disclosed. 09/10/2008 On Sept. 9, 2008, Co. acquired Insitu Inc. Terms of the transaction were not disclosed. 08/27/2008

On Aug. 26, 2008, Co. was awarded a five-year U.S. Army contract valued at $4,300,000,000 for 181 CH-47F Chinooks and 10 additional Chinooks under Fiscal Year 2008 supplemental funding. There are options in the award for an additional 24 aircraft over the course of the contract. 08/14/2008 On Aug. 12, 2008, Co. awarded a five-year contract to AT&T Inc. to be its primary telecommunications provider. The value of the contract was estimated at more than $400,000,000. 03/31/2008 On Mar. 28, 2008, Co. agreed to acquire Vought Aircraft Industries' interest in Global Aeronautica, LLC. Terms of the transaction were not disclosed. 08/30/2007 Co. elected Edward M. Liddy to the board of directors. 07/02/2007 Co. awarded $2, 000, 000 U.S. Air Force contract for engineering services and the manufacturing of 242 wing set for the Air Force's A-10 fleet. 06/28/2007 Co. named Richard A. Hauser as the Co.'s senior attorney in Washington, D.C. 06/19/2007 Co. named John Hinshaw chief information officer and vice president for it Information Technology organization. 05/30/2007

Co. announced an order for 15 Boeing 787 Dreamliners and purchase rights for 10 additional 787s. S7 Group subsidiary S7 Airlines will operate the Dreamliners. The 787s will replace S7's fleet of aging twin-aisle airplanes and provide capacity for growth. The order is valued at $2.4 billion at catalog prices. 05/07/2007 Co. named Mary Armstrong as vice president of Environment, Health and Safety, a new organization designed to integrate and expand the focus of the separate environmental groups and initiatives that currently exist within the Co.

04/24/2007 Co. named Randy Tinseth vice president, Marketing, for Boeing Commercial Airplanes. 04/24/2007 Co. and iRobot Corp. signed a teaming agreement to design and develop a next-generation, small unmanned ground vehicle (SUGV) called the SUGV Early. 04/23/2007 Co. had been awarded a contract from NASA for engineering and technical support of several specialized research aircraft at NASA's Dryden Flight Research Center. 04/16/2007 Co.'s subsidiary, Aviall, Inc., reached an agreement to acquire certain assets of Sisu Services Inc.

03/13/2007 Co. and Continental Airlines announced an order for five 787-9 Dreamliners.

01/23/2007 Co. and Lockheed Martin Form Strategic Alliance to Promote NextGeneration Air Transportation System. 12/06/2006 Co. and Nakash Group of America announced an order for two Boeing 787-9 Dreamliners. 12/04/2006 Co. and Lockheed Martin Corporation have completed the transaction combining their expendable launch vehicle businesses, forming the joint venture called United Launch Alliance, LLC.

11/10/2006 Co.'s HH-47 helicopter was selected by the U.S. Air Force as the winner of the Combat Search and Rescue program competition. 10/27/2006 Co. announced that Nora Moreno Cargie had been named director, Global Corporate Citizenship, for the Co.'s corporate offices in Chicago.

10/19/2006 Co. and the U.S. Air Force MILSATCOM Systems Wing had signed a $1.067 billion contract for up to three more Wideband Gapfiller Satellites 10/18/2006 Co. has won seven orders for the Boeing 787 Dreamliner and 747-8. 10/16/2006

Alteon Training, a wholly owned subsidiary of the Co. announced that Sherry Carbary has been named president of Alteon. Carbary will be responsible for Alteon's business performance and day-to-day operations. 10/04/2006 Co. placed an order for two NextGeneration 737-900ERs with advanced-technology Blended Winglets. 10/03/2006 Larry Dickenson had been named to lead Co's Commercial Airplanes sales team as vice president, Sales, reporting to Commercial Airplanes President and CEO Scott Carson.

09/28/2006 Co. announced the appointments of two senior executives to a newly expanded enterprise-wide management team to be based in Boeing's New Delhi, India office.Larry Coughlin has been named managing director of India Operations, Boeing Commercial Airplanes.Mike Devers has been appointed vice president India Operations, Integrated Defense Systems. 09/25/2006 Co. named Dr. John J. Tracy to the position of senior vice president of Engineering, Operations & Technology. 09/22/2006 Co. was awarded an industry contract by The U.S. Department of Homeland Security to be performed over a three-year period with three one-year options. 09/21/2006

Co. and General Electric successfully completed airplane engine ground testing on noise-reduction improvements being incorporated into the new Boeing 747-8.

09/21/2006 Co. purchased Aviall Inc. for $48 per share or $1,700,000,000, plus the assumption of debt, net of cash existing on Aviall's balance sheet, of $448,000,000. 09/15/2006 Co. confirmed Hainan Airlines' order valued at about $10,000,000,000, for 15 Boeing Next-Generation 737 airplanes, completing a 150-airplane order by the China Aviation Supplies Import and Export Group.

09/13/2006 Co. and Atlas Air Worldwide Holdings announced the carrier has ordered 12 747-8 Freighters, making Atlas the North American launch customer for the airplane. 09/08/2006 Co. had selected Goodrich Corporation to provide landing gear maintenance for the U.S. Air Force's fleet of C-17 aircraft. 09/06/2006 Co. announced the appointment of Scott E. Carson as President and CEO, Boeing Commercial Airplanes.

08/21/2006 Co. reached an agreement to acquire C-Map, a provider of digital maritime cartography, data services and other navigational information.

08/21/2006

Co. named John W. Bruns as vice president - China Operations, Boeing Commercial Airplanes. 08/18/2006 Co. was awarded an $80,700,000 contract, from the Royal Australian Air Force to provide logistics support services for Australia's C-17 fleet.

08/15/2006 Co. received a $22,700,000 U.S. Air Force full-rate production contract for 2,645 additional Combat Survivor Evader Locator prcommunication system radios and support equipment. 08/14/2006 Co. announced a joint-venture agreement for the machining of titanium forgings for use in Boeing commercial airplanes. 08/11/2006 Co. was awarded $19,800,000 engineering manufacturing development contract from the U.S. Air Force for the modernization of the first Swedish Air Force C-130 aircraft.

08/09/2006 Co. unveiled the new 737-900ER (Extended Range) airplane before thousands of employees and guests at the company's Renton, Wash., manufacturing facility. 07/27/2006 Co. and U.S. Army had signed the system development and demonstration phase contract for the Block III AH-64D Apache Longbow program. 07/24/2006

Co. and Futura International Airways, announced an order for three Boeing Next-Generation 737-800s and three purchase rights. The order for three airplanes was valued at approximately $210,000,000 at list prices. 07/20/2006 Co. named SR Technics, Smiths Aerospace and Hamilton Sundstrand as partners for GoldCare, the revolutionary lifecycle support solution for the 787 Dreamliner.

07/20/2006 Co. had named SR Technics, Smiths Aerospace and Hamilton Sundstrand as partners for GoldCare, the revolutionary lifecycle support solution for the 787 Dreamliner.

07/19/2006 Co. and Aviation Capital Group, a wholly-owned subsidiary of Pacific LifeCorp, announced that the lessor has placed an order for 14 Boeing Next-Generation 737-800s worth approximately $987 million at list prices. 07/06/2006 Co. had been awarded a $138 million option by the U.S. Air Force to build three additional Global Positioning System satellites under the GPS Block IIF contract. 07/05/2006 Co. named Henryka Bochniarz as president of Boeing Central and Eastern Europe. 07/04/2006 Co. was awarded 10 more orders, valued at $705,000,000, for its NextGeneration 737-800 from Ryanair, from options contained in a previous purchase contract.

07/03/2006 Co. named Gary Bomhoff as leader of its Oak Ridge, Tenn., site, effective immediately. 06/27/2006 Co. had named Jim Schlueter vice president of Communications for Boeing Commercial Airplanes. 05/26/2006 Co. had named Pat McKenna vice president and general manager of its Commercial Airplanes Fabrication business unit reporting to Carolyn Corvi, vice president and general manager of Airplane Production.

05/19/2006 Co. conjunction with International Lease Finance Corp. held delivery ceremonies with Shanghai Airlines for the airline's newest NextGeneration 737-800. 05/09/2006 On May 1, 2006, Co. entered into a definitive agreement to acquire Aviall, Inc. in an all cash merger for $48 per share or $1,700,000,000. Co. will also assume approx. $350,000,000 of net debt as part of the transaction. The acquisition is expected to close by the end of the third quarter of 2006. 03/30/2006 On Mar. 29, 2006, Co. contracted with SSA Global? to use products from the SSA ERP application suite as the enterprise resource planning solution for Co.'s Commercial Airplanes business unit. Under the five-year software and services renewal agreement

signed in the first quarter of fiscal year 2006, SSA Global? will continue to provide Enterprise Resource Planning software that supports Co.'s lean manufacturing and supply chain objectives. 03/03/2006 On Mar. 3, 2006, Co. reached an agreement to acquire Carmen Systems. The completion of the transaction is subject to customary conditions and relevant authorities' approval. 01/25/2006 On Jan. 11, 2006, Co. and Mobile Satellite Ventures (MSV) announced a commercial contract award for three satellites and associated ground systems. Financial details of the award were not disclosed; however, this is the largest commercial satellite order booked by Co. since 1997. Under this contract, three of Co.'s built geo-mobile satellites will enable the world's first commercial mobile satellite service using both space and terrestrial elements. The network, based on MSV's patented Ancillary Terrestrial Component (ATC) technology, combines satellite and cellular technology. It will deliver voice and data coverage throughout North and South America. 01/20/2006 On Dec. 15, 2005, Co. and Thai Airways International signed a contract to implement Co.'s in-flight monitoring system. 01/20/2006

On Dec. 16, 2005, PPG Aerospace was awarded a contract by Co. to supply electronically dimmable systems for the windows of the 787's passenger compartment. The value of the contract is about $50 million over the first five years.

11/16/2005 On Nov. 15, 2005, Co. awarded an additional $2,200,000 contract to LaBarge, Inc. to continue to supply wire harness assemblies for U.S. Air Force T-38C training jets. The LaBarge-built wire harness assemblies are part of the U.S. Air Force's T-38 Avionics Upgrade Program. Through that program, Co. is upgrading more than 450 of the advanced-jet training aircraft. The jets feature a large-fieldof-view head-up display in the front cockpit; multi-functional displays; an integrated global positioning and navigation system; and a traffic collision avoidance system. LaBarge's cable assemblies will support critical functions in the aircraft cockpit. Production is expected to continue through Sept. 2006. 11/10/2005 On Nov. 7, 2005, Co. awarded a sixmonth, $2,800,000 Program Definition and Risk Reduction (PDRR) contract to Harris Corp. for the ground processing segment of the National Oceanic and Atmospheric Administration's (NOAA) Geostationary Operational Environmental Satellite - Series R (GOES-R) program. When ready for launch in 2012, GOES-R will feature advanced sensor technology and will provide higher resolution and data frequency than the current GOES spacecraft family. Value of the GOESR PDRR

work for Co. could reach $8,000,000 by 2007 if NOAA exercises all its options for this phase of the contract. Under the GOES-R contract with Co., Harris is responsible for the design and development of the GOES-R Ground Segment. This includes developing a data processing and command-andcontrol ground prototype for the overall satellite system architecture. The PDRR phase will end with a flyoff competition in 2007, with NOAA selecting a single team for development and production of the GOES-R end-to-end system. 11/01/2005 On Nov. 1, 2005, Co. awarded Vision Systems International, LLC, a subsidiary of Elbit Systems Ltd., a contract for the delivery of 500 additional Joint Helmet Mounted Cueing Systems. 10/27/2005 On Oct. 27, 2005, Co. awarded a $4,400,000 development contract to Harris Corp. to supply the Digital Memory Device (DMD) Mission Planning Interface (MPI) for the U.S. Navy's EA-18G aircraft. The EA-18G, a variant of the F/A-18E/F Super Hornet, is slated to become the Navy's pre-eminent electronic warfare plane. 10/25/2005 On Oct. 25, 2005, Ducommun Incorporated's Ducommun AeroStructures, Inc. (DAS) subsidiary was awarded follow-on contracts from Co. in Mesa, AZ, which are valued at approx. $49,000,000 for AH64 Apache helicopter main rotor blades for use as both original

equipment and replacement blades. The contract is additive to current production and extends deliveries into 2007. 10/17/2005 On Oct. 17, 2005, Co. and Saab Aerostructures of Sweden signed a contract for the design and manufacture of the large cargo doors, bulk cargo doors and access doors for the new Boeing 787 Dreamliner. Saab will provide three door types, totaling seven doors per airplane. 10/11/2005 On Oct. 5, 2005, NASA's Johnson Space Center in Houston signed a modification to a contract with Co. The modification is valued at approx. $94,000,000. The contract consolidates work done in support of international space station payload integration activities. The modification transfers a portion of work from one contract to another to consolidate activities. Work being transferred includes: payload engineering integration; payload software integration and flight software production; payload facility sustaining engineering; and logistics support. Co. will continue to manage the overall space station payload integration process. Co. will develop and maintain requirements between NASA payloads and the space station. Requirements include: station racks used to house scientific experiments; develop and deliver software payload flight configuration tables and flight displays; design and develop payload= support systems; perform analyses to support certification of station facility racks;

provide sustaining engineering in support of payload facilities; and provide logistics, repairs and maintenance for flight and ground units. The action modifies a completion form, cost-plus-award-fee contract. The period of performance of this change is the first quarter of fiscal year 2006 to the fourth quarter of fiscal year 2008.

09/27/2005 On Sept. 23, 2005, the U.S. Army awarded Co. two contracts to perform conceptual design and analysis of vertical-takeoff-andlanding concepts for the Joint Heavy Lift (JHL) program. One contract, worth $3,400,000, goes to Boeing Phantom Works for its Advanced Tandem Rotor Helicopter (ATRH). Co. proposed the ATRH in the Army's low-speed category, which is for vehicles that fly between 160 and 200 knots. The other contract, worth $3,450,000, goes to the team of Bell Helicopter, a Textron company, and Boeing Phantom Works for the QuadTiltrotor (QTR) aircraft, which was entered in the high-speed category of 250 knots or more. Contractors will provide preliminary conceptual/preliminary designs for baseline aircraft, and will identify the impact of variations in payload, range, environmental conditions and shipboard compatibility on aircraft size, performance, operational suitability, cost, schedule and development risk. Each award is for 18 months. 09/09/2005

On Sept. 8, 2005, NASA signed a $68,350,000 modification to the International Space Station contract with Co. The modification provides a system to supply Station electrical power to docked Space Shuttles. The change includes the design, development, manufacture, qualification, testing, delivery and instructions for installation of the Station-Shuttle Power Transfer System (SSPTS) hardware, software and support equipment into the Station and Shuttle. The contract modification culminates with delivery of all SSPTS components, integration and testing of the hardware and software in spring 2007.

08/15/2005 On Aug. 3, 2005, Co. sold its Rocketdyne Propulsion and Power business to United Technologies Corp. 08/04/2005 On Aug. 2, 2005, Co.'s subsidiary, Continental DataGraphics, secured a new contract agreement with Stork PWV to provide technical authoring and related services to support development of the Boxer multi-role armored utility vehicle program. The program is the collaborative development and initial production of the next generation of European armored utility vehicles. The initial production requirement is for 200 vehicles for Germany and 200 for the Netherlands. The Boxer will partly replace M113 and Fuchs Tpz 1 vehicles in the German Army and YPR and M577 vehicles in the Royal Netherlands Army.

07/21/2005

On July 21, 2005, Co. awarded a contract to Metal Storm Ltd. The contract is for the purpose of conducting a study to determine capability specifications for a weapon system that will meet unique user requirements. The specific details of the contract remain confidential. 07/20/2005 On July 20, 2005, Co. and Air Europa finalized a contract agreement for the acquisition of 18 Boeing NextGeneration 737-800s. Air Europa first announced its intention to order the airplanes, plus purchase rights for an additional 16, last month at the Paris Air Show. The order is valued at approx. $1,200,000,000 at list prices. Deliveries begin in 2007, with three new airplanes to be delivered annually. 07/13/2005 On July 12, 2005, NASA awarded an eight-month contract, worth approx. $28,000,000, to Co. and Northrop Grumman Corp. to support a July 2006 review of the engineering systems for the agency's new Crew Exploration Vehicle (CEV). During this contract period, in addition to performing sustained engineering in support of the CEV review, the contractors will continue to develop designs for NASA's next-generation vehicle for human space flight and demonstrate ability to manage cost, schedule and risk. 07/07/2005 On July 5, 2005, Co. and Raytheon Company's Space and Airborne Systems (SAS) finalized a $60,800,000 contract for continued participation on the P-8A MMA (Multimission Maritime Aircraft) industry team. Under the systems development and demonstration

(SDD) contract, Raytheon will provide two upgraded APS-137D(V)5 maritime surveillance radars. Raytheon will also contribute to related software design and provide radar simulation for design labs and program reviews.

07/01/2005 On July 1, 2005, W. James McNerney, Jr. was elected Chairman, President and Chief Executive Officer. Lewis E. Platt will remain on the board as a director.

06/29/2005 On June 28, 2005, Co. awarded Raytheon Company's netcentric enabled radar system, APG-79 AESA, a multi-year procurement contract worth $580,000,000. The APG-79 AESA radar offers enhanced performance including increased airto-air tracking at very long detection ranges, higher resolution SAR (synthetic aperture radar) maps at longer ranges, almost simultaneous air-to-air and air-tosurface mode capability, while delivering greater situational awareness than pilots had before. This five year production contract for the Active Electronically Scanned Array (AESA) APG-79 system concludes negotiations for 190 radars from low rate initial production lot 3 and 4 (LRIP3/4) through full rate production lot 1-3 (FRP1-3). The first low rate initial production APG-79 AESA radar designed for the F/A-18E/F was delivered to Boeing IDS (Integrated Defense Systems) in Jan. 2005. Following successful installation and testing Co. will deliver the first AESA-equipped F/A-18F to the U.S. Navy in Apr. 2006.

06/22/2005 On June 22, 2005, Co. awarded Lockheed Martin Corp. a $61,000,000 plus-up to the Multifunction Utility/Logistics and Equipment (MULE) System Development and Demonstration (SDD) contract as a result of the recent Future Combat System (FCS) restructure. This modification increases the number of prototypes being delivered from 17 to 19, with the first prototypes delivered in the third quarter of 2010. Deliveries will consist of Transport, Armed Robotic Vehicle - Assault Light (ARV-A(L)) and Countermine variants, with final deliveries in spring 2011. 06/20/2005 On June 16, 2005, Co.'s subsidiary, Boeing Commercial Airplanes, sold its Wichita/Tulsa Division to Onex Corp. in a transaction valued at approx. $1,500,000,000, including cash of approx. $1,100,000,000 and the assumption of certain liabilities.

06/16/2005 On June 15, 2005, Co. received an order from Alaska Airlines, Inc. for 35 Next-Generation 737-800 passenger airplanes worth an estimated $2,300,000 at list prices. The airline also holds options for an additional 15 airplanes which, if exercised, would increase the order value by $983,000,000. Alaska Airlines also took purchase rights for another 50 airplanes. All the airplanes on firm order are to be delivered between 2006 and 2011. 06/14/2005

On June 14, 2005, Co. announced a firm order from International Lease Finance Corp. for 20 NextGeneration 737-700s/-800s, six 777300ERs (Extended Range) and two 777-200ERs, together valued at approx. $2,900,000,000 at list prices. The 777 deliveries begin late next year and extend into 2008. The 737s will be delivered in 2008. 06/14/2005 On June 14, 2005, L-3 Communication Holdings Inc.'s Canadian Electronic Systems (L-3 ES) subsidiary was awarded an $89,600,000 production contract from Boeing Integrated Defense Systems of St. Louis, MO, to produce the cockpit display suite for the F/A-18 aircraft. The display suite is slated for installation on Canadian and Australian F/A-18A/B aircraft as part of Australia's Hornet Upgrade Program and Canada's F/A-18 Incremental Modernization Project. The contract provides for the delivery of 647 displays through Dec. 2008. 06/13/2005 On June 13, 2005, Co. awarded Goodrich Corporation a follow-on contract to supply the cargo systems for the B777, B767 and B747. The cargo systems include mechanical systems, Power Drive Units (PDUs) and electrical control systems. Goodrich estimates that the contract could generate approx. $390,000,000 in original equipment and aftermarket sales through 2012. 06/09/2005

On June 8, 2005, NASA's Johnson Space Center (JSC) exercised two contract options with Co. for continued work on the U.S. segment of the International Space Station. The options are valued at $316,000,000. The options were exercised on the International Space Station Program United States On-Orbit Segment (USOS) Acceptance and Vehicle Sustaining Engineering Contract. The contract value for option No. 1 is approx. $158,000,000 and the value for Option No. 2 is approx. $159,000,000; increasing the total contract value to $12,600,000,000 and extending the period of performance by an additional year to Sept. 30, 2007. 05/13/2005 On May 12, 2005, Co. awarded a $3,200,000,000 multi-year contract to Northrop Grumman Corp. to continue its production work on the F/A-18 Super Hornet aircraft, the U.S. Navy's frontline carrier-based strike fighter. As the principal F/A-18 subcontractor to Co., Northrop produces the center/aft fuselage and twin vertical tails and integrates all associated subsystems. This is Northrop's second multi-year production contract for the Super Hornet program. It covers procurement of 210 shipsets at the rate of 42 during each of the fiscal years 2005-2009. Additionally, the contract provides the flexibility for the Navy to increase that quantity by as many as six per year. Deliveries will begin in 2006. 05/06/2005

On May 6, 2005, Co. selected JAMCO Corp. to provide flight deck interiors -- including a stowage area, linings and the stowage consoles near the seats -- and the flight deck door and bulkhead assembly for the all-new 787 Dreamliner. These awards are in addition to the lavatories contract awarded earlier this year. 05/03/2005 On May 2, 2005, Co. and Lockheed Martin Corp. entered into an agreement to create a joint venture that will combine the production, engineering, test and launch operations associated with U.S. government launches of Boeing Delta and Lockheed Martin Atlas rockets. The joint venture, named United Launch Alliance. United Launch Alliance will be structured as a 50-50 joint venture between Co. and Lockheed Martin. The agreement, which is subject to government and regulatory approval in the United States and internationally, also stipulates that the companies will immediately request an order from the U.S. District Court suspending all activity in the pending civil litigation related to a previous competition for launches under the Air Force EELV program. Simultaneous with the closing of the transaction, the parties will dismiss all claims against each other. Under the terms of the joint venture, Co.'s Delta and Lockheed Martin's Atlas rockets will continue to be available as alternatives on individual launch missions. Completion of the transaction is expected in late 2005 at which time United Launch Alliance operations would begin. 04/28/2005

On Apr. 28, 2005, a General Dynamics Advanced Information Systems-Rockwell Collins team was awarded a $153,900,000 contract modification to accelerate technology development of the Integrated Computer System (ICS) into the U.S. Army's Current Force and to add support for previously deferred assets within the Future Combat Systems (FCS) program. The contract modification was awarded by the Army Lead Systems Integrator (LSI) team of Co. and Science Applications International Corporation and brings the total ICS contract value to $429,000,000. Work is shared between General Dynamics Advanced Information Systems and Rockwell Collins. 04/26/2005 On Apr. 25, 2005, Co. announced that Copa Airline placed an order for up to 15 additional new Boeing NextGeneration 737 airplanes for its allBoeing fleet. Five of the airplanes are firm orders. Deliveries begin in 2007 and extend through 2009. Firm orders and purchase rights, if exercised, would represent an approx. investment of $750,000,000.

04/25/2005 On Apr. 25, 2005, Co. awarded LaBarge, Inca contract to provide engineering support and manufacturing services for its Joint Unmanned Combat Air System (JUCAS) X-45C. The contract is expected to reach $1,000,000. LaBarge will manufacture wiring harnesses that distribute power and data signals throughout the aircraft.

04/14/2005

On Apr. 7, 2005, the U.S. Air Force has awarded Co. a $216,700,000 contract to begin the system design and development (SDD) phase for the B-52 Combat Network Communications Technology (CONECT) program. Potential total contract value is estimated at $500,000,000. 04/14/2005 On Mar. 31, 2005, Co.received a $609,000,000 contract from the U.S. Air Force for additional Joint Direct Attack Munition (JDAM) tail kits. The new contract known as Lot 9 is for 30,072 tail kits, with 60% of those kits for 500-pound bombs.

04/14/2005 On Feb. 22, 2005, the Canadian Department of National Defence and Co. signed a new $117,000,000 (Cdn) contract naming Co. as the prime contractor for the next phase. Phase 2 of the modernization project will add a data link system, a helmet mounted sight system, new color cockpit displays and a new chaff and flare dispensing electronic warfare system to the CF18 Hornets. Co. will provide program management services, installation kits and color displays. Phase 2 is scheduled to begin in 2006 and conclude in 2009. 04/14/2005 On Feb. 17, 2005, Co. was awarded a $46,500,000 extension of its Minuteman Sustaining Engineering contract to sustain the nation's intercontinental ballistic missiles (ICBMs). Co.'s contract is part of an effort led by Northrop Grumman. In additional to

the Minuteman extension the Peacekeeper contract was also extended for 2005 and is valued at $9,300,000. 04/14/2005 On Jan. 24, 2005, The U.S. Air Force awarded Co. two GPS IIF contract options valued at $172,300,000.The first award is a $143,900,000 contract modification to the existing Navstar Global Positioning System (GPS) Block IIF contract that exercises the option to begin production of three satellites, Space Vehicles (SV) 07 through 09. These satellites will be completed by June 2008. A second contract for $28,400,000 exercises an option for long-lead hardware for the production of an additional three GPS IIF satellites, SV-10 through 12. The first three GPS IIF spacecraft are in various stages of assembly, integration and test at Boeing Satellite Systems in El Segundo, CA.

04/14/2005 On Jan. 12, 2005, Co. and the U.S. Army signed a $549,000,000 contract Dec. 21, 2004, for 17 new-build CH47F Chinook. 04/12/2005 On Apr. 11, 2005, Co. awarded a contract to BAE Systems to provide Actuator Control Electronics (ACE) units for Boeing 777 aircraft through 2012. The contract calls for updating ACE to address parts obsolescence. Flight tests are scheduled to begin in April, with certifications set to be completed by Aug. 2005. 03/23/2005

On Mar. 16, 2005, Co. awarded a $1,000,000 direct commercial sale contract to Lockheed Martin Corp. to build 18 Wind Corrected Munitions Dispenser (WCMD) inert training rounds for an undisclosed international customer. The Lockheed Martin WCMD training rounds will be designated as CBU105/D-4 and used for load training, captive carry, and separation tests for Co.'s international customer. The WCMD is a next-generation, inexpensive dispenser guidance tailkit that turns existing cluster munitions into all-weather precision-guided weapons. By correcting for launch transients, ballistic errors and winds aloft, the WCMD provides strike aircraft with an accurate pattern laydown capability for cluster munitions from any operational altitude or weather condition. 03/07/2005 On Mar. 7, 2005, Co. announced the resignation of President and Chief Executive Officer (CEO) Harry C. Stonecipher on Sunday, Mar. 6, 2005. Concurrently the Board appointed Chief Financial Officer James A. Bell, as President and CEO on an interim basis, with Board Chairman Lew Platt assuming an expanded role in his capacity as Non-Executive Chairman. Stonecipher has also left the Board of Directors. 03/01/2005 On Mar. 1, 2005, Co. sold Boeing Electron Dynamic Devices, Inc. to L-3 Communications Holdings, Inc. 02/22/2005

On Feb. 22, 2005, Co. reached an agreement to sell its Rocketdyne Propulsion & Power business to Pratt & Whitney, a United Technologies company, for approx. $700,000,000 in cash. The transaction is subject to regulatory approvals and other customary closing conditions. Co. also announced an agreement under which Onex Corp. will acquire the Wichita/Tulsa Division of Co.'s Boeing Commercial Airplanes. The sale is expected to close during the second quarter of 2005. The transaction is subject to a number of conditions before closing, including U.S. government reviews.

02/11/2005 On Feb. 11, 2005, Engineered Support Systems, Inc. received a $7,500,000 contract modification to a previously awarded firm-fixed-price contract upon the exercise of the first of six (6) available production options on the Reconfigurable Transportable Consolidated Support System (RTCASS) program. Engineered Support's Systems & Electronics Inc. (SEI) subsidiary received the order under its subcontract with McDonnell Douglas Corp., a wholly owned subsidiary of the Co. 02/04/2005 On Feb. 4, 2005, Co. and announced a preliminary agreement for up to 10 Boeing 787 Dreamliner passenger planes that will make the airline the first Africa-based operator of the allnew jetliner. Valued at $1,300,000,000 at list prices, the agreement involves five firm orders and purchase rights for five more. The first plane is scheduled for delivery to Addis Ababa, the airline's home base, in 2008.

01/26/2005 On Jan. 26, 2005, Co. and Flugleidir Icelandair Group announced a firm order for 10 Boeing Next-Generation 737-800 airplanes plus five purchase rights. The value of the 10 firm aircraft is $650,000,000 at list prices. Co. begins delivering the airplanes early 2006. 01/14/2005 On Jan. 12, 2005, Co. and Bavaria International Aircraft Leasing reached an agreement for six more Boeing Next-Generation 737-700 airplanes, valued at $330,000,000 at list prices. In addition, Bavaria International took options on six airplanes. Delivery of the airplanes begins in 2005 and extends through 2007. 01/05/2005 On Jan. 1, 2005, Richard D. Nanula was elected to the board of directors.

12/06/2004 On Dec. 6, 2004, Co. selected Goodrich Corp. and Honeywell to provide exterior lighting for the 7E7 Dreamliner. In addition, Matsushita Avionics Systems Corp. won the cabin services system contract. 12/01/2004 On Dec. 1, 2004, Curtiss-Wright Corp. received a new contract from Co. to supply proprietary aircraft canopy actuators for the F/A-18 Super Hornet. The contract is valued at approx. $7,200,000 over a fiveyear-period at current projected aircraft production levels. 11/22/2004 On Nov. 22, 2004, Co. sold Boeing Electron Dynamic Devices, Inc. for an undisclosed amount.

11/10/2004 On Nov. 9, 2004, Co. and All Nippon Airways (ANA) signed a contract agreement where Co. will manage much of the airline's spare parts inventory. Under the arrangement, known as Integrated Materials Management (IMM), Co. will be responsible for the purchasing, inventory management and logistics for a number of ANA's expendable aircraft parts. 11/03/2004 On Nov. 3, 2004, Harris Corp was awarded a two-year contract by Co.'s subsidiary, Boeing Satellite Systems, to provide primary spot-beam communications antennas for the next three DIRECTV satellites being built by Co. Under terms of the contract, Harris will design, develop, build, test, deliver and support the integration of the Ka-band multi-beam antennas for the three DIRECTV satellites. Harris will provide the "East" and "West" communications antenna pallets, which include solid graphite reflectors, feed horns, support structures and deployment systems. 10/27/2004 On Oct. 25, 2004, Mike S. Zafirovski was elected to the Board of Directors.

10/18/2004 On Sept. 29, 2004, Co. and Turkish Airlines finalized a contract for 15 Boeing Next-Generation 737-800 passenger airplanes, an agreement worth $982,500,000. Deliveries of the new airplanes begin in 2005. The 737800s will replace earlier 737 models and other airplanes in the carrier's fleet. 10/14/2004

On Sept. 8, 2004, Co. received a contract by DIRECTV to build three Boeing 702 model satellites. Three 702 satellites, dubbed DIRECTV 10 and DIRECTV 11, an on-ground spare and six KA band uplink sites will enable DIRECTV to expand broadcasting to their customers across the continental United States, Hawaii, and Alaska. In addition to expanded national HDTV broadcasting, standard definition television broadcasting, and interactive television, DIRECTV 10 and DIRECTV 11 will provide the capability for DIRECTV to broadcast local HDTV to 90 percent of their customers. 10/14/2004 On Sept. 8, 2004, Co. was awarded a 15-month, $54,600,000 contract by the U.S. Air Force to develop system architectures and initial designs for the next iteration of Joint Tactical Radio System (JTRS) softwaredefined radios. Once operational, the radios will be integrated into more than 150 airborne, shipboard and fixed station platforms, enabling maritime and airborne forces to communicate seamlessly and with greater efficiency in the joint battlespace environment. The Airborne, Maritime/Fixed Station (AMF) JTRS program is one of several aimed at satisfying emerging needs for secure, multiband/multi-mode software programmable digital radios for mobile military users in the air, on the ground and on the sea. 09/29/2004

On Aug. 10, 2004, Co. awarded a contract to Sanmina-SCI Corp. to develop the Longbow Apache Manned/Unmanned Common Architecture Program (MCAP) Aircraft Interface Unit (AIU) for Co.'s Mesa, Arizona business unit. The MCAP AIU will serve as the prototype for the AIU that will be produced by Sanmina-SCI for Co. under the Apache Block III upgrade program. This avionics subsystem has high input/output capacity, and serves as the interface device between the aircraft's system components and a MIL-STD-1553B high speed multiplex data bus. 09/23/2004 On July 15, 2004, Co. awarded Honeywell Aerospace a contract on the 7E7 Dreamliner, selecting the company's flight-control electronics for the all-new passenger airplane. Honeywell is also providing the airplane's navigation and crew information system/management system. 09/23/2004 On July 19, 2004, Co. selected Hamilton Sundstrand to provide the ram air turbine emergency power system for the all-new 7E7 Dreamliner, the seventh contract system awarded to the Connecticutbased company. Hamilton Sundstrand is also supplying the 7E7's environmental control system, the electric power generating and start system, the remote power distribution system, the auxiliary power unit, the primary power distribution system and the nitrogen generation system.

09/20/2004

On June 25, 2004, Co. and Delta Air Lines (Delta) entered into a contract agreement. Under the arrangement, known as Integrated Materials Management, Co. will be responsible for the purchasing, inventory management and logistics for a number of Delta's expendable aircraft parts. Initially the program will be focused primarily on proprietary Co. parts with the potential to expand the scope of the program in the future. 09/17/2004 On June 16, 2004, Co. and Aviall Services, Inc. (Aviall) signed a contract for innovative supply-chain solutions. Implementation with aviall to support Japan Airlines will begin June 21, 2004. 09/16/2004 On June 14, 2004, The U.S. Navy awarded a Co.-led industry team a $3,890,000,000 contract to build the Multi-mission Maritime Aircraft (MMA). The total program estimated valued is approx. $15,000,000,000 over a 10-year production run. The team includes CFM International, Northrop Grumman, Raytheon, and Smiths Aerospace and will produce seven test aircraft during the program's System Development and Demonstration (SDD) phase. 08/10/2004 On Aug. 3, 2004, ESCO Technologies, Inc.'s ETS-Lindgren L.P. (ETS) subsidiary received a $21,000,000 contract from Co. to provide an electromagnetic test center to the Agency for Defense Development (ADD) of South Korea. The test center, which is

scheduled for completion in Dec. 2007, will provide ADD with the capability to perform electromagnetic compatibility measurements, antenna characterization, lightning, electrostatic discharge and electromagnetic pulse simulations.

07/19/2004 On May 27, 2004, Co. and Japan Transocean Air (JTA) entered into an agreement where Co. will manage much of the airline's spare-parts supply chain. Under the arrangement, known as Integrated Materials Management (IMM), Co. will be responsible for the purchasing, inventory management and logistics of JTA's expendable aircraft parts. 05/13/2004 On May 4, 2004, Elbit Systems Ltd.'s subsidiary, EFW, Inc., was awarded a contract from Co., St. Louis, for the design and development of Upfront Control Display (UFCD) and MultiPurpose Color Display (MPCD) units for F/A-18E/F aircraft. Under the terms of the contract, EFW will provide Form, Fit, Function and Interface (FFFI) replacements of the existing aircraft configuration in support of the F/A-18E/F Multi-Year II (MYPII) program, to take place from 2005 to 2009. The contract award provides options for production units of up to 360 aircraft. The development, production and support contract for the full program is estimated to be at a value of approx. $45,000,000. 05/13/2004 On May 4, 2004, Co. acquired Frontier Systems, Inc. Terms of the acquisition have not been disclosed.

05/12/2004

On May 11, 2004, Co. awarded LaBarge, Inc. a $2,100,000 contract to continue to supply wire harness assemblies for U.S. Air Force T-38C training jets. 05/10/2004 On Apr. 1, 2004, John B. Hayhurst retired from Co. 03/09/2004 On Mar. 9, 2004, EMCORE Corp. was selected by Co. to provide advanced triple-junction highefficiency solar cells and panels for the latest model 702 satellite which Co. is manufacturing. The contract includes an option for a follow-on satellite as well. 02/19/2004 On Feb. 18, 2004, General Dynamics Armament and Technical Products, a business unit of General Dynamics, received an $11,800,000 firm-fixed price contract from Co. for the production of 480-gallon external auxiliary fuel tanks for the F/A-18 E/F

aircraft. This contract for 140 units extends through Feb. 2006. 02/12/2004 On Feb. 10, 2004, The U.S. Department of Homeland Security awarded a contract extension worth an estimated $198,000,000 to Co. The contract is part of a continued effort to improve efficiencies in airport operations and further enhance the aviation security, and was awarded under the existing terms of a contract initiated in Oct. 2003. The award, managed by the Transportation Security Administration (TSA), is a continuation to the original airport security contract Co. won in Apr. 2002 to install

and maintain explosives detection systems at 429 U.S. airports serving commercial aviation. 01/29/2004 On Jan. 23, 2004, In partnership with the U.S. Air Force, Co. will develop a system design and demonstrate critical technologies for a secure, high-capacity global communications network serving the U.S. Department of Defense, NASA and the intelligence community. Under the $472,000,000 contract awarded by the Air Force Space and Missile Systems Center at Los Angeles Air Force Base, CA, the team led by Co. will conduct risk reduction and system definition for the Transformational Communications MILSATCOM Space Segment. The contract, which extends through 2006, supports the government's network-centric operations vision. This effort provides critical technology maturation for the system, which is slated for launch beginning in 2011 after a selection of a single contractor in 2006. 01/29/2004 On Jan. 22, 2004, Palomar Products, Inc. was awarded a contract by Co. for the Mission Intercommunications Systems (ICS) for the 737 AEW&C Peace Eagle program. The program includes the acquisition and development of a new AEW&C system, which includes four 737 AEW&C aircraft and ground equipment. Delivery of the first aircraft is expected in 2007. 01/08/2004

On Dec. 23, 2003, NASA's Jet Propulsion Laboratory (JPL) extended a contract to Co. to study development of a deep space exploration vehicle for the proposed Jupiter Icy Moons Orbiter (JIMO) mission, scheduled to launch no earlier than 2011. The space agency exercised an option, through July 2004, to provide an additional $5,000,000 for further conceptual design activities. The Boeing Phantom Works-led engineering team that includes Ball Aerospace & Technologies Corp. and BWX Technologies Inc., is studying technology options for the reactor, power conversion, electric propulsion and other subsystems of the JIMO spacecraft meant to explore the Jovian moons Ganymede, Callisto and Europa. 01/08/2004 On Jan. 6, 2004, James A. Bell was elected Chief Financial Officer. 01/06/2004 On Dec. 29, 2003, The U.S. Navy has awarded Co. a procurement contract valued at $8,600,000,000 for the production of an additional 210 F/A-18 Super Hornets and a $1,000,000,000 contract for system design and development (SDD) of the EA-18G airborne electronic attack aircraft. Under the terms of the multiyear contract, the Navy will purchase 42 aircraft in each of the fiscal years 2005 through 2009. The agreement provides the Navy with the flexibility to increase the quantity of aircraft on order by

as many as six aircraft per year. Deliveries for aircraft purchased in the second multiyear will begin in fiscal year 2007. The 5-year SDD program for the EA-18G runs from FY04 until early FY09 and encompasses all laboratory, ground test, and flight tests from component level testing through full-up EA-18G weapons system performance flight-testing. 12/15/2003 On Dec. 15, 2003, Harris Corp. was selected by Co. to provide anti-jam GPS (AJ GPS) electronics for the U.S. Air Force's Small Diameter Bomb (SDB). Harris' initial two-year contract includes design and development work. With the anticipated production phase, Harris estimates the overall value of the SDB AJ GPS program to Harris could reach approx. $500,000,000 by 2020. Co. also announced that General Dynamics Land Systems (General Dynamics), a wholly owned subsidiary of General Dynamics Corp., was awarded a $2,000,000,000 contract by Co. for engineering development and demonstration of a family of manned ground vehicles for the U.S. Army's Future Combat Systems (FCS) program. Under this contract General Dynamics is leading the Manned Ground Vehicle common design team through engineering development, testing and demonstration of prototypes. General Dynamics is also responsible for the development and integration of the Mounted Combat System, Command and Control Vehicle, and Reconnaissance and Surveillance Vehicle through 2009. 12/04/2003

On Dec. 1, 2003, Linda Cook joined the Board of Directors. 12/02/2003 On Dec. 1, 2003, The Board of Directors accepted the resignation of Philip M. Condit, as Chairman and Chief Executive Officer (CEO) of Co. Lewis E. Platt was named NonExecutive Chairman and Harry C. Stonecipher was named President and CEO. 12/01/2003 On Nov. 24, 2003, Michael M. Sears left Co. James Bell was named Acting Chief Financial Officer, replacing Sears. 11/25/2003 On Nov. 18, 2003, The U.S. Air Force awarded Co. a $142,500,000 fixedprice-incentive-fee contract for three additional Global Positioning System (GPS) satellites. 11/17/2003 On Nov. 3, 2003, The Missile Defense Agency awarded Co. an $823,040,235 cost-plus-award-fee contract modification for the Groundbased Midcourse Defense (GMD) Block 2004 Capability Enhancement Program. Co. is responsible for the development and integration of the GMD system, including the Ground-based Interceptor, Ground-based Radar Prototype, Battle Management, Command, Control and Communication systems, Early Warning Radars and interfaces to the Defense Support Program. 10/30/2003 On Oct. 30, 2003, James M. Jamieson was named Chief Technology Officer. 10/08/2003

On Oct. 8, 2003, Co. received $9,200,000 in follow-on orders from the National Imagery and Mapping Agency (NIMA) to produce a digital topographic model of the Earth from radar data collected by the space shuttle Endeavour. This award to Co. under NIMA's Shuttle Radar Topography Mission (SRTM) program brings the total contract award to approx. $19,000,000. Co. is one of two prime contractors involved in the SRTM program, and is responsible for the overall project management of its team and development of the interactive editing system interface and editing software that is being used to produce the data at Co. 10/06/2003 On Oct. 3, 2003, Computer Sciences Corp. (CSC) was awarded a six-year contract with a potential value of $60,000,000 by Co. to provide distributed server support services for Integrated Defense Systems lineof-business operations at nine sites across the United States. The agreement follows the recent August 12, 2003 award of a six-year, $90,000,000 contract from Co. to CSC for mainframe computing services to sites served by a data center in St. Louis. Under the new agreement, CSC will deliver distributed computing and storage services in support of Co.'s Integrated Defense Systems (IDS) business unit. 09/29/2003 On Sept. 26, 2003, Co. awared a contract for Curtiss-Wright Corp. to design, develop and integrate the weapons bay hoist systems for the Joint Unmanned Combat Air System X-45 program. Co. expects to deliver devlopment hardware in early 2005.

09/10/2003 On Sept. 10, 2003, Co. awarded Goodrich Corp. a contract to provide rescue hoists for the V-22 Osprey. The contract, which includes development and production, is potentially worth $12,000,000 in revenue to Goodrich Corp. over the next five year.

09/09/2003 On Sept. 9, 2003, Co. awarded a contract for a Synthetic Instrument Measurement Unit to Engineered Support Systems, Inc. valued at $1,600,000 plus option worth approximately $500,000. Work on the contract will be performed over an 11month period and includes design, development, production and testing of three units.

09/08/2003 On Sept. 8, 2003, Co. awarded Siemens Information and Communication Networks Inc. (Siemens ICN) a two-year contract, with extension options, to implement a smartcard-based identity management system. Over the next five years, more than 200,000 Co. employees, contractors and partners are scheduled to receive a multifunction smartcard providing access to information systems and buildings. Siemens ICN is assisting in designing, integrating and implementing its smartcard based infrastructure to support Co.'s goal of increased security access to information systems and buildings. 09/04/2003

On Sept. 3, 2003, Co. awarded a contract to Merrimac Industries, Inc. (Merrimac) for Beamforming Networks and RF/ Microwave signal processing components which are utilized on Co.'s GPS (Global Positioning System) IIF Satellites. Merrimac received a $663,000 order for Beamforming Networks and RF Microwave signal processing components which are to be installed on Space Vehicles 2 and 3. Additionally, Co. and Merrimac have negotiated a contract with additional options, in support of the build and delivery of hardware for Space Vehicles 4 through 12. If all anticipated options are exercised, the contract value is estimated to be $4,400,000. 09/04/2003 On Sept. 4, 2003, Co. was awarded a contract by the U.S. Navy worth $49,500,000 for low-rate initial production of the Active Electronically Scanned Array (AESA) radar for the F/A-18E/F Super Hornet and E/A18G aircraft. The LRIP1 contract calls for production of eight of the AESA APG79 radar systems. Production of the LRIP1 radar could begin as soon as next month, with delivery of the first LRIP1 radar scheduled for early 2005. 09/04/2003 On Sept. 2, 2003, Co. signed a commercial contract with the Greek Ministry of Defense for the purchase of 12 AH-64D Apache Longbow combat helicopters with an option to purchase an additional four Apache Longbows. The agreement includes the acquisition of

the Longbow fire control radar, the new Modernized Target Acquisition Designation Sight, support equipment, training services, maintenance support and offsets according to the Hellenic requirements. The contract with Greece for the AH-64D Apache Longbow program will be managed by Co., as prime contractor, through commercial practices. Some parts of the contract will be completed through government-to-government contract agreements. 09/03/2003 On Sept. 2, 2003, Tod Hullin was appointed Senior Vice President of Communications. Hullin will direct all Co. global communications activities.

09/02/2003 On Aug. 28, 2003, Co. was awarded a contract worth approximately $188,000,000 for the continued development and production of the Small Diameter Bomb from the US Air. Force. Upon completion of design and development, the program is estimated to generate $2,500,000,000 in sales. Co. will build an estimated 24,000 weapons and 2,000 carriages over the next ten years at its production facility in St. Charles, MO with the first delivery scheduled in Oct. 2005.

08/29/2003 On Aug. 25, 2003, Mark A. Schmid was named Vice President of Trust Investment and Chief Investment Officer with responsibilities for Co. trust investments and overseeing the development and implementation of the Co.'s global investment strategies, ERISA

compliance, risk management and investment administrative functions.

08/22/2003 On Aug. 18, 2003, Co. awarded a contract totaling approx. $38,000,000 to Telephonics Corp. The contract is for multi-year production of the new Communications Open System Architecture (COSA) Integrated Radio Management System (IRMS) for the U.S. Air Force's C-17A Globemaster III transport aircraft. This communication management avionics system provides C-17 aircrews with totally secure, fully digital audio with integrated displays and controls for management of all communications and navigation assets on that platform. The awards represent a multi-year buy of 45 ship sets of equipment, plus spares, over a three-year period. 08/12/2003 On Aug. 12, 2003, Computer Sciences Corp. (CSC) was awarded a six-year contract to provide mainframe computing operations services to Co. from a data center in St. Louis, MO. The contract has a potential value of approx. $90,000,000. Beginning in 2004, CSC will provide services to Boeing facilities in Seal Beach, Long Beach and Huntington Beach, CA; St. Louis, MO; Philadelphia, PA; and Mesa, AZ in support of Co.'s Integrated Defense Systems (IDS) business unit. 08/11/2003

On Aug. 11, 2003, Co.'s subsidiary, Boeing Launch Services, Inc., announced a contract with XM Satellite Radio for the launch of the XM-4 satellite on a Sea Launch rocket in 2006. 08/04/2003 On Aug. 4, 2003, The U.S. Air Force awarded Co. a $285,000,000 contract to establish and operate four F-15E Mission Training Centers. The long-term services contract will run from Aug. 2003 through 2016. Under the contract, training centers will be established at Mountain Home Air Force Base, Idaho, Elmendorf AFB, Alaska, Seymour Johnson AFB, N.C. and the Royal Air Force (RAF) Lakenheath in England. Each center will be equipped with two systems with the exception of the North Carolina base, which will have four systems installed. There is also an option for two additional systems at RAF Lakenheath. The first system to be delivered under the contract will be to Mountain Home in early 2006. 07/30/2003 On July 30, 2003, LaBarge, Inc. received a $12,000,000 contract from Co. to provide electronic components for use in Co.'s MD-10 freighter conversion program. Under the contract, LaBarge has expanded its manufacturing role in the conversion program to include cable assemblies for the aircraft extremities, including the fuselage, wings, engine and landing gear. Production on the MD-10 conversion program is expected to continue through Jan. 2010.

07/29/2003

On July 29, 2003, NASA's Jet Propulsion Laboratory (JPL) awarded a contract to a Co.-led team to study deep space propulsion systems for the Jupiter Icy Moons Orbiter (JIMO) mission. The contract, valued at $6,000,000 with a $5,000,000 option for further research, is one of three awarded and runs through fall 2003. The Co.led team will study technology options for the reactor, power conversion, electric propulsion and other subsystems of the JIMO spacecraft meant to explore the Jovian moons Ganymede, Callisto and Europa. Among the companies teamed with Co. are BWX Technologies, Inc., and Ball Aerospace & Technologies Corp. 07/28/2003 On July 28, 2003, Co. was awarded a contract by the Air Force Research Laboratory, Kirtland Air Force Base, N.M., for a mobile testbed to enable development of beam control and fire control solutions for tactical high energy laser weapon systems. The

48-month contract, valued at approx. $23,000,000, will include ground and airborne demonstrations of integrated sensing and bean control techniques developed by Boeing Laser & ElectroOptical Systems to address targeting in clutter and laser energy

propagation and aim-point maintenance. 07/11/2003 On July 11, 2003, Co. was awarded a fixed-price contract valued at $145,000,000 from NASA to procure replacement battery units for the International Space Station (ISS) The initial delivery of production units for this contract will be early 2006 with

required lead-time for manufacture, assembly and test. 06/17/2003 On June 17, 2003, Co. has been awarded a contract to demonstrate cargo container security systems for Operation Safe Commerce. The contract for the Port of Los Angeles/Long Beach is valued at approx. $4,200,000. 06/16/2003 On June 14, 2003, Co. awarded Goodrich Corporation a $10,000,000 contract to provide cargo winches for the next 60 C-17s to be built at the Boeing Long Beach, CA., facility while Lockheed Martin has awarded a $7,000,000 contract to provide cargo winches for 40 C-130Js for the U.S. Air Force.

06/12/2003 On June 10, 2003, Raytheon Company was awarded a $5,700,000 contract by Co. to produce the AN/AWW-13 Advanced Data Link Pod for delivery to Korea. Under the 20-month contract, Raytheon Technical Services Company LLC will qualify the AN/AWW-13 Pod to be carried by the F-15K aircraft and deliver five pods. 06/03/2003 On May 16, 2003, Co. awarded General Dynamics Armament and Technical Products unit the first $13,900,000 increment of a new multi-year contract from the Boeing Company for the production of ship sets and composite structures and radomes for the C-17 Globemaster III transport aircraft. The contract extends through 2007 and has a potential valued of more than $57,000,000.

05/29/2003 On May 22, 2003, Co. awarded a twoyear, multi-million dollar contract for Intrepid Learning Solution to design and develop instructor-led and elearning courseware. The contract includes an option for two additional years. 04/29/2003 On Apr. 29, 2003, Co.'s three subsidiaries, Jeppesen, SBS International and Preston Aviation Solutions, and the United Kingdom's Royal Air Force have agreed to a contract for a package of software solutions. 04/11/2003 On Apr. 10, 2003, Co. has been selected as one of the two competitors to design the U.S. Army's One Tactical Engagement Simulation System by the Program Executive Officer, Simulation, Training and Instrumentation. The fixed price level of effort will be performed over a period of 13 months. The estimated value of the contract is $2,000,000. 04/10/2003 On Mar. 25, 2003, Co. signed a contract with MSC.Software Corp. for software and services. 04/09/2003 On Apr. 9, 2003, Co. and DynCorp Technical Services LLC, a CSC company, created Aviation Technical Services LLC, a wholly and jointly owned company to offer support services to the U.S. military. The new company, based in Fort Worth, TX, will compete to win the U.S. Army Fort Rucker aviation maintenance contract and the T-45TS Contractor Logistics Support program for the U.S. Navy. 04/04/2003

On Apr. 4, 2003, Co. and the Japan Defense Agency, along with the trading company ITOCHU, have signed the contract for the first aircraft of the Japan Air Self Defense force 767 Tanker Transport program. The program includes four aircraft and support. 04/03/2003 On Apr. 3, 2003, Sierra Research, was awarded a $3.8 million contract by Co. for an additional ten Shipsets of their Station Keeping Equipment.

04/01/2003 On Apr. 1, 2003, Vision Systems International LLC was awarded a $60.1 million contract from Co. for the delivery of 300 Joint HelmetMounted Cueing Systems. The systems are due to be supplied within 18 months. 03/05/2003 On Mar. 5, 2003, Co. and AeroMexico formally announced contracts that will provide Mexico's airline 15 Boeing 737-700s with winglets. In one of the contracts, a sale-leaseback arrangement with Co., AeroMexico will lease six of the jets from Lombard Aviation Capital and the other five from International Lease Finance Corp. (ILFC). In the other contract, AeroMexico will take four additional 737-700s directly from ILFC for a total of 15 737-700s valued at approx. $500,000,000. 02/19/2003 On Feb. 19, 2003, Co. is involved in a new National Imagery and Mapping Agency, or NIMA, contract that will speed up the delivery and analysis of critical, time-sensitive intelligence imagery. Boeing Autometric, a unit of Boeing Integrated Defense

Systems, Co.'s subsidiary, will support the Global Geospatial Intelligence, or GGI, contract, which has a potential value of $750,000,000, if all options are exercised over the 10-year period. Boeing Autometric is among six prime contractors leading the effort and will direct a team of 30 subcontractors with expertise in professional analysis, photogrammetric production, mapping, charting and program and production management services.

02/13/2003 On Feb. 12, 2003, the U.S. Navy awarded Co. a contract for a second phase of the Component Advanced Development, or CAD, of the Multimission Maritime Aircraft, or MMA, program. During CAD Phase II, Co. will develop and demonstrate key features of the mission system including systems architecture, software, displays and sensors, along with additional air vehicle performance analysis. The contract is value at $20,500,000.

02/12/2003 RATING -- A2AUTHORIZED -$400,000,000.OUTSTANDING -Feb. 6, 2003, $400,000,000. DATED - Feb. 6, 2003.DUE -- Feb. 15, 2033.INTEREST -- F&A 15 to holders of record on F&A 1 at 6.125% per annum accruing from Feb. 11, 2003.TRUSTEE -JPMorgan Chase Bank.DENOMINATION -- Fully registered, $1,000 and integral multiples thereof.CALLABLE -- As a whole or in part at the option of Co upon at least 30 but not more than 60 days notice at the great of 100% or the sum of the present values of the remaining

scheduled payments of principal and interest discounted to the date of redemption on a semi annual basis at the treasury rate plus 25 basis points, plus in each accrued interest to the date of redemption. Also, in whole only upon the occurrence of certain tax events, at par plus accrued interest. SINKING FUND -None.SECURITY -- Unsecured. Rank equally with all other senior unsecured indebtedness of Co.INDENTURE MODIFICATION -Indenture may be modified, except as provided, with the consent of two thirds of notes outstg.RIGHTS ON DEFAULT -- Trustee or 25% of notes outstg may declare principal due and payable (30 days grace for the payment of interest)PURPOSE -Proceeds will be used for general corporate purposes.OFFERED -($400,000,000) at 98.142 plus accrued interest (proceeds to Co. 97.267) on Feb. 6, 2003 thru Credit Suisse First Boston; Deutsche Bank Securities; and JPMorgan acting as joint bookrunners. 02/12/2003 RATING -- A2AUTHORIZED -$600,000,000.OUTSTANDING -Feb. 6, 2003, $600,000,000. DATED - Feb. 6, 2003.DUE -- Feb. 15, 2013.INTEREST -- F&A 15 to holders of record on F&A 1 at 5.125% per annum accruing from Feb. 11, 2003.TRUSTEE -JPMorgan Chase Bank.DENOMINATION -- Fully registered, $1,000 and integral multiples thereof.CALLABLE -- As a whole or in part at the option of Co upon at least 30 but not more than 60 days notice at the great of 100% or the sum of the present values of the remaining

scheduled payments of principal and interest discounted to the date of redemption on a semi annual basis at the treasury rate plus 20 basis points, plus in each accrued interest to the date of redemption. Also, in whole only upon the occurrence of certain tax events, at par plus accrued interest. SINKING FUND -None.SECURITY -- Unsecured. Rank equally with all other senior unsecured indebtedness of Co.INDENTURE MODIFICATION -Indenture may be modified, except as provided, with the consent of two thirds of notes outstg.RIGHTS ON DEFAULT -- Trustee or 25% of notes outstg may declare principal due and payable (30 days grace for the payment of interest)PURPOSE -Proceeds will be used for general corporate purposes.OFFERED -($600,000,000) at 99.458 plus accrued interest (proceeds to Co. 99.008) on Feb. 6, 2003 thru Credit Suisse First Boston; Deutsche Bank Securities; and JPMorgan acting as joint bookrunners. 02/11/2003 On Feb. 11, 2003, Co. has completed the acquisition of Conquest, Inc. Terms were not disclosed. 02/03/2003 On Jan. 31, 2003, Co. signed a Low Rate Initial Production contract with the U.S. Army Aviation and Missile Command value at $140,000,000 including options fro remanufacturing seven CH-47 Chinooks to the new CH-47F and MH-47G Special Operations configurations. 01/14/2003

On Jan. 10, 2003, Co. gave approx. $50,000,000 in incremental modifications to its contract with Orbital Sciences Corp. to develop, test and produce interceptor boost vehicles for the U.S. Department of Defense/Missile Defense Agency's (MDA) Ground-based Midcourse Defense (GMD) System. The term of the firm contract extends through 2007. In addition to the firm portion of the contract, Orbital Sciences Corp. has optional orders for production of approx. 50 interceptor boosters valued at approx. $535,000,000. As currently planned, the term of the optional portion of the contract would begin in 2004 and run through the end of 2009. With the additional firm contract value, the total potential value of the contract now stands at approx. $1,000,000,000. 01/13/2003 On Jan. 10, 2003, General Dynamics Corp.'s business unit, General Dynamics Armament and Technical Products, was awarded an $18,900,000 contract from McDonnell Douglas Corporation, a wholly owned subsidiary of Co., for forty (40) M61A1 20mm Gatling Guns and ammunition feed systems for the F-15 aircraft program. Deliveries will begin in Apr. 2004 and extend through Nov. 2005. 01/10/2003 On Jan. 10, 2003, Co. signed a definitive agreement to acquire Conquest, Inc. The transaction is expected to close in the first quarter of 2003. Terms were not disclosed.

12/20/2002

On Dec. 20, 2002, The U.S. Navy has awarded Co. a $60,300,000 contract for additional production of 120 Standoff Land Attack Missilesexpanded Response (SLAM-ER). 12/11/2002 On Dec. 11, 2002, Co. signed a contract with the Italian Ministry of Defense for four 767 Tanker Transport aircraft and five years of contractor logistics support. The Italian Air Force will receive the first 767 in 2005, with deliveries continuing until early 2008. 11/26/2002 On Nov. 25, 2002, Co. was awarded a NASA contract to continue development of the X-37 reusable spaceplane and conduct atmospheric and orbital flight tests. Under this $301,000,000 Space Launch Initiative contract, which includes options through 2006, Boeing Phantom Works will complete the final assembly of the X-37 Approach and Landing Test Vehicle and conduct an atmospheric flight test in April 2004. The contract also initiates a design for an additional X37 long-duration orbital vehicle, currently scheduled to be inserted into low Earth orbit by a Delta II booster in July 2006. 10/17/2002 On Oct. 17, 2002, ViaSat, Inc. was awarded a subcontract by Co. to develop, integrate, test, deliver and support the security architecture for the Cluster 1 Wideband Networking Waveform (WNW) of the Joint Tactical Radio System (JTRS). The final terms and value of the subcontract are still to be defined. 09/25/2002

On Sept. 12, 2002, Co. was awarded a contract for Component Advanced Development of the Multi-mission Maritime Aircraft program from the U.S. Navy. The contract is valued at almost $7,000,000. 09/24/2002 On Sept. 24, 2002, Dynacs, Inc. received a US$18,200,000 contract extension from Co. for on-going systems engineering, integration, software and avionics support on the International Space Station Program. The contract extends services provided since 2000 through Sept. 2003, with an option for an additional year. This contract extension includes a range of services including micro gravity analysis, subsystem architecture, subsystem analysis, test and verification, requirements development, software and avionics, sustaining engineering, payload interfaces and launch package support. 09/19/2002 On Sept. 13, 2002, Co. was awarded a $378,000,000 contract for an additional 18,840 Joint Direct Attack Munition, or JDAM, kits by the JDAM Joint Program Office. The new contract is for a mix of GBU-31 (2,000lb. warhead) kits and GBU-32 (1,000lb. warhead) kits for both the U.S. Air Force and U.S. Navy to be delivered between Oct. 2002 and Mar. 2004.

09/19/2002 On Sept. 9, 2002, Griffon Corp. announced that its electronic information and communication systems subsidiary, Telephonics Corp., received a $15,000,000 contract award from Boeing Integrated Defense Systems, Co.'s business unit. This award is for the

first production of Telephonics' new Communications Open Systems Architecture (COSA) Integrated Radio Management System (IRMS) to be used on the United States Air Force C-17A Globemaster III transport aircraft. This new contract brings the total awarded value of the program to $200,000,000. This contract represents the first phase of a sixty shipset, multi-year production program for the COSA IRMS, which has a potential value of approx. $40,000,000. Work on the project will be accomplished at Telephonics facilities in Farmingdale, NY and Huntington, NY, with engineering support from Telephonics' Gardena, CA, facility. 09/13/2002 On Sept. 10, 2002, Co.'s Boeing Airlift and Tanker division awarded Kaman Aerospace Corp., a subsidiary of Kaman Corp., was awarded a follow-on multi-year contract for major structural components for the C-17 military transport aircraft. The contract has a total potential value of $67,500,000.

09/03/2002 On Sept. 3, 2002, Co. was awarded a contrac tby the Defense Advance Research Projects Agency to design a fuel cell-based propulsion system for an ultra long-endurance unmanned aerial vehicle.

08/14/2002

On Aug. 8, 2002, Co. and the Defense Advanced Research Agency agreed to terms of a contract extension for he Unmanned Combat Air Vehicle or UCAV, initiating work on advanced versions of the X-45 UCAV demonstrator aircraft. The work will put the program on track to provide the U.S. Air Force with initial operational capability by UCAVs by 2008. 08/06/2002 On July 30, 2002, Co. and CargoLifter AG signed a contract to jointly explore stratospheric airship concepts. 07/19/2002 On July 17, 2002, Co.'s subsidiary, Boeing Phantom Works, awarded a $43,000,000, sole-source contract to Aerojet, a Gencorp company, to develop the "HyFly" dual combustion ramjet test flight engines for the Defense Advances Research Projects Agency and Office of Naval Research's HyFly hypersonic long-range strike missile demonstrator. 07/19/2002 On July 18, 2002, Co.'s subsidiary, Continental Graphics Corporation (does business as Continental DataGraphics) and FlashFind Corporation signed an agreement to form a joint venture to bring datamaintenance services to the energy industry. Financial terms of the joint venture are not being disclosed. The venture will be called FlashFind Energy Group. 07/19/2002

On July 18, 2002, Co. was selected by the U.S. Federal Aviation Administration for a $23,000,000 contract to evaluate the feasibility of integrating emerging security- and capacity- enhancing technologies into the current National Airspace System. 06/26/2002 On June 25, 2002, A team lead by Co. and comprised of TRW, Inc. and BAE Systems was selected by the U.S. Army to develop the Joint Tactical Radio System. Under the multi- year contract, valued at $2,000,000,000 if all options are exercised, TRW will assist Co. by providing system integration, program management, radio network management software, vehicle installation kits, technical manuals and training. 06/05/2002 On June 5, 2002, Co. received a follow-on contract from the U.S. Navy for the second low-rate initial production, or LRIP- 2, of Advanced Targeting Forward Looking Infrared (ATFLIR) systems and spares. This contract, worth $95,000,000, will include production of 24 ATFLIR pods for the F/A-18E/F and four ATFLIR pods and two pod adapters for the F/A-18C/D.

06/04/2002 On June 1, 2002, Vice Chairman Harry Stonecipher retired from the Board. 06/03/2002 On May 31, 2002, Co. sold its ordnance business in Mesa to Alliant Techsystems (ATK). The business will remain in Mesa and will be integrated into ATK Ammunition Systems. 05/30/2002

On May 29, 2002, Co. received a $3,000,000 contract award from the Defense Advanced Research Projects Agency to conduct a concept development study for DARPA-U.S. Army Combat Armed Rotocraft. 05/22/2002 On Apr. 15, 2002, Roger Krone was named Vice President of Strategic Projects. 05/21/2002 On Feb. 25, 2002, Co. appointed Eugene Woloshyn Vice President of Labor Relations. Woloshyn will be responsible for coordinating and leading company wide labor relations strategies and initiatives. 05/20/2002 On Mar. 15, 2002, Bonnie Soodik was named Senior Vice President. 05/01/2002 On Apr. 29, 2002, Co.'s subsidiary, Preston Aviation Solutions Pty Ltd. (Preston), was awarded a contract to provide BAA plc with Gate Planning Solutions, a product of Preston's comprehensive Airport Solutions suite. Gate Planning Solutions will be installed at BAA's London airports: Heathrow, Gatwick and Stansted. 04/12/2002 On Apr. 11, 2002, DHL Airways signed a contract with Co.'s subsidiary, SBS International (SBS), for SBS' crew- management software suite comprising Maestro Lines, Maestro Crew and eMaestro.

03/26/2002

On Mar. 26, 2002, Co. awarded Telephoics Corp., a subsidiary of Griffon Corp., a contract worth approx. $6,000,000 for communications equipment to be installed in the U.S. Navy's F/A-18 aircraft. 03/26/2002 On Mar. 26, 2002, Optelecom, Inc. was awarded a contract by Co. in support of the USAF/AFMC Air Force Research Laboratory, Control of Multiple-Mission UAV Systems (CMUS) Program for the development of an onboard flight control system fiber-optic network. The contract work, valued at $881,000,000, will be performed over a four-year period. 03/18/2002 On Mar. 18, 2002, Co. signed an agreement to sell its ordnance business to ATK, pending regulatory approvals. The transaction is expected to be completed in the first half of 2002. Terms of the agreement were not disclosed.

03/05/2002 On Mar. 4, 2002, Co. selected Orbital Sciences Corp. (Orbital) for a contract valued at $900,000,000 or more over the next eight years. Orbital's contract will include an approximate $400,000,000 development and test phase, to be carried out from 2002 to 2006, and if approved, a follow-on $535,000,000 production, deployment and support phase, to be conducted from 2003 or 2004 through 2010. 02/28/2002

On Feb. 27, 2002, Co.'s Boeing Capital Corp. and Ansett Worldwide selected the Pratt & Whitney PW4060 engine to power nine Co. 767-300ER aircraft. The first aircraft is scheduled for delivery in Sept. 2002. The value of the contract to Pratt & Whitney is approximately $185,000,000. 02/08/2002 On Feb. 8, 2002, Co.'s subsidiary, Preston Aviation Solutions, received a US$2,900,000 contract to provide Jamaica's Civil Aviation Authority with radar air traffic control training, and to deliver Preston's Total Airspace and Airport Modeller simulation software. Air traffic control procedure design services and RNAV training are also a part of the 18-month contract. 02/04/2002 On Jan. 31, 2002, Co.'s Boeing Aircraft and Missiles busines awarded contracts for large titanium castings for the F-22 to Howmet Castings, an Alcoa business. The contracts cover LOT 2 procurements for existing Side of Body and Aileron castings. Delivery of the first-article casting is scheduled for Oct. 2002. The value of the contracts totals $8,000,000. 02/01/2002 On Jan. 30, 2002, Joyce E. Tucker was named Vice President of Global Diversity. Tucker will be responsible for establishing and implementing innovative diversity initiatives company wide, and for monitoring compliance with Co.'s overall diversity policy. 12/19/2001

On Dec. 18, 2001, Co. was awarded a three-year, $32,000,000 contract by the Canadian Forces and the Royal Australian Air Force for the development and delivery of an Integrated Maintenance Training System for Canada's CF-18 and Australia's F/A-18 Hornet aircraft. Co. will work with Atlantis Systems International of Brampton, Ontario, on the development of the maintenance trainers.

12/17/2001 On Dec. 14, 2001, W. James McNerney, Jr. was elected to the Board of Directors. 12/05/2001 On Nov. 28, 2001, Co. signed a definitive firm contract with Aerosud (PTY) Ltd. to manufacture parts for use across a wide range of Co. airplane models. 12/04/2001 On Dec. 3, 2001, co. signed a foreign military sales contract with the U.S. government to upgrade 35 Egyptian AH-64A Apache helicopters into nextgeneration AH-64D Apaches. The contract for the Egyptian Army Apaches, which includes associated spares and ground support equipment, is valued at approximately $400,000,000 including the aircraft, ordnance, spares, training and support.

11/26/2001 On Nov. 26, 2001, Co. awarded the Curtiss-Wright Corporation's subsidiary, Curtiss-Wright Flight Systems, Inc., a contract to develop a Manual Drive Gearbox for the V-22 Aerial Refueling Retractable Probe. The Manual Drive Gearbox will provide the flight

crew with a back-up capability to extend and retract the Refueling Probe. The development contract will extend through 2003. 11/08/2001 On Nov. 8, 2001, Co. awarded a contract to ViaSat Inc. for the development and initial production quantities of the receive and transmit subsystem for the Connexion by Co. broadband Internet and data communication service.

10/25/2001 On Oct. 25, 2001, Co.'s Navigation Systems Division awarded a contract which is estimated to reach $1,200,000 to Merrimac Industries, Inc., to design, develop and manufacture RF components and subsystems for the redesigned GPS Block IIF program. 10/16/2001 On Oct. 15, 2001, Advanced Technical Products, Inc. announced that its Intellitec Division entered into a $5,100,000 long-term contract agreement with Co., St. Louis, MO, for the production of composite flap fairing components on the F/A-18E/F Super Hornet utilizing Intellitec's resin transfer molding (RTM) process. The contract calls for Intellitec to produce 30 parts per aircraft for the next five years of production. 10/04/2001 On Oct. 3, 2001, The U.S. Air Force awarded a two-year, $47,000,000 contract to Co. to begin developing a Small Diameter Bomb system for manned and unmanned aircraft. The system includes two variants of the Small Diameter Bomb, a bomb carriage system, a

mission planning system and logistics support. 09/07/2001 On Sept. 6, 2001, the U.S. Air Force selected Phoenix Management, Inc. (PMI) and Co. to provide Launch Support Services to the 576th Flight Test Squadron at Vandenberg Air Force Base, CA. The contract extends for five years (base year plus four annual options). Total contract value is approx. $10,000,000. PMI will provide overall Program Management, Maintenance Programs Management, Training Services, Equipment Issue and Control, Vehicle Issue & Control and Environmental Management Services. Co. Launch Support Services team will refurbish Minuteman Launch Facilities after Force Development Evaluation launches, as well as perform ongoing corrosion control for Minuteman and Peacekeeper. 09/04/2001 On Aug. 28, 2001, Co. appointed Mary Carson Foerster Vice President of Communications for Space and Communications. Foerster will be responsible for implementation of all communication activities.

08/22/2001 On Aug. 22, 2001, Co. began installing new mission computer and other hardware and software as a part of a contract worth approximately $60,000,000 on the Royal Saudi Air Force's (RSAF) fleet of five AWACS aircraft. The first two aircraft will be

retrofitted in 2001 and the next three in 2002. Under the contract, Co. will upgrade the aircraft's mission computer and software to the same level currently in use by the U.S. Air Force AWACS fleet and provide RSAF operator training.

08/21/2001 On Aug. 20, 2001, Co.'s Space & Communications awarded a subcontract to SpaceDev to participate in the Mars Ascent Vehicle Concept Study for NASA's Jet Propulsion Laboratory. 08/09/2001 On June 30, 2001, Christopher W. Hansen, Senior Vice President , Government Relations, left Co. 08/03/2001 On Aug. 2, 2001, Co. awarded a seven-month contract worth up to $11,000,000, to Orbital Sciences Corp. (Orbital) to develop a concept for an Alternative Boost Vehicle (ABV) for the country's GroundBased Midcourse Defense Segment. Under the contract, Orbital will support Co. in establishing requirements and conducting initial development efforts for an ABV that would meet the missile defense system's specifications.

08/02/2001 On Aug. 2, 2001, Co. received a $24,000,000 production long-lead contract to continue the modernization of the NATO Airborne Warning and Control System fleet. The contract was awarded by Electronic Systems Center, Hanscom, Air Force Base. This contract award protects the production schedule for the fleet of 17 NATO AWACS aircraft.

07/31/2001 On July 30, 2001, Delta Air Lines' (Delta) Technical Operation Division was awarded a contract to Co. to provide inventory support, component maintenance and engineering services for 29 Boeing Business Jets (BBJ) that will be a part of the NetJets? fleet. Deliveries of the BBJs will run from 2001 to 2006, with Delta contracting to provide maintenance support to each aircraft for 10 years from its delivery to NetJets. Also Co.'s Boeing Airplane Services has contracted with All Nippon Airways for the modification of a 747-200 airplane from passenger-to-freighter configuration. The airplane is scheduled for arrival in Nov. 2001. 07/30/2001 On July 27, 2001, Co. acquired SBS International. 07/20/2001 On July 19, 2001, Co. and SAIC was awarded a contract to participate in the North Atlantic Treaty Organization Active Layered Theatre Ballistic Missile Defense Feasibility Study to develop architecture solutions that fully integrate Alliance capabilities into an effective, affordable, theatre ballistic missile defense. The contract, valued at approximately $13,500,000, is managed by the NATO Consultation, Command and Control Agency. 07/12/2001 On June 13, 2001, Di Ann Sanchez was appointed Vice President of Global Diversity. Sanchez will be responsible for establishing and implementing diversity initiatives in all phases of Co.'s operations, and for monitoring compliance with overall Co.

diversity policy. 06/22/2001 On June 22, 2001, ATK (Alliant Techsystems) was awarded a basic contract with options totaling approx. $11,000,000 from McDonnell Douglas Corporation, Co.'s subsidiary, to study technology concepts for a composite cryogenic fuel tank that could be used on a next-generation reusable launch vehicle (RLV) under development by NASA in the first phase of its Space Launch Initiative (SLI).

06/19/2001 On June 19, 2001, Co. signed a contract with Goodrich Corporation (Goodrich) under which Goodrich will continue as the exclusive supplier of landing gear for all 737, 747, 757, 767, and 777 airplane models. The agreement replaces 14 current contracts and extends existing supply arrangements through 2006. 06/19/2001 On June 19, 2001, Boeing Commercial Airplanes awarded Advanced Technical Products, Inc with a contract to provide nose radomes for the Boeing 747-400, 757, and Next-Generation 737 airplane programs. Deliver was expected to begin in Jan. 2002 and continue through 2004. 06/15/2001 On May 7, 2001, Harry Stoneciper was elected Vice-Chairman of the Board of Directors. 06/04/2001

On May 30, 2001, Co.'s subsidiary, Boeing Satellite Systems, awarded a contract to Integral Systems, Inc.(Integral), to develop an Integration and Test system for a new Co. spacecraft project. Under the contract, Integral will deliver a turnkey system in the fall of 2001. Financial terms of the contract were not disclosed. 05/29/2001 On May 29, 2001, Co. signed a contract to provide F-15C Distributed Mission Training systems to the Royal Saudi Air Force. The contract has an approximate value of $50,000,000 plus options.

05/25/2001 On May 23, 2001, Co. issued a $62,300,000 contract to Raytheon Company for Low Rate Initial Production (LRIP) of 15 Advanced Targeting Forward Looking Infrared (ATFLIR) pods and spares. ATFLIR is planned for integration on both the F/A-18 C/D Hornet and the F/A-18 E/F Super Hornet aircraft. Raytheon Company will begin delivery of ATFLIR to the fleet to support the first deployment of the new F/A-18E by the U.S. Navy's Eagles of VFA-115 in June 2002 aboard the USS Lincoln (CVN 72). The pod will also support VFA- 14 and VFA-41 on their first deployment in the F/A-18 E/F scheduled for 2003 aboard the USS Nimitz (CVN 68). 05/21/2001

On May 21, 2001, Co. was awarded $136,000,000 by NASA to study technology concepts that could lead to a new generation reusable launch vehicle. Under Phase I of the Task, Boeing Phantom Works will study airframe, vehicle subsystems, operations and propulsion concepts. 05/15/2001 On May 15, 2001, Co. awarded a $1,300,000 contract to LaBarge, Inc. to continue to supply wire harness assemblies for U.S. Air Force T-38C training jets. Options for additional work could add $10,000,000 to the contract value over the next seven years. 05/04/2001 On May 4, 2001, Co. received a $38,700,000 contract by the U.S. Air Force to manufacture reengine kits and modify the KC-135 and RC-135 aircraft to "R"-model configuration. The contract was awarded by the Oklahoma City Air Logistics Center. The contract calls for Co. to provide fabrication and assembly of three reengine kits for RC-135 reconnaissance aircraft along with the installation of previously procured reengine kits on three RC-135 aircraft and two KC135 aircraft. 05/03/2001 On May 1, 2001, Co. awarded a $2,700,000 contract to Trimble for the U.S. Air Force KC-10A Aircraft Global Air Traffic Management upgrade program. Under the contract, Trimble will incorporate Selective Availability Anti-Spoofing Module capability into its TASMAN? ARINC-12 Global Positioning System navigation receiver and maintain Federal Aviation Administration approval to Technical Standard Order C-129a.

05/02/2001 On Apr. 30, 2001, Co.'s subsidiary, The Preston Group, was awarded a contract to provide consulting services to the Clark County Dept. of Aviation, which operates McCarran International Airport in Las Vegas, NV. 04/25/2001 On Apr. 25, 2001, ATK was awarded a multi-million dollar contract from Co. to manufacture composite structures for the Boeing Delta II, Delta III, and Delta IV space launch vehicles. The contract extends through 2008. Under the contract, ATK Aerospace Composite Structures Company, will manufacture payload fairings, payload adapters, centerbodies, and interstages for the Delta vehicles.

04/25/2001 On Apr. 23, 2001, Co. was awarded a $436,000,000 contract from the government of Canada for the modernization of 80 Canadian Forces CF-18 strike fighters. Under this contract, the CF-18s will be equipped with improved communication and navigation capabilities including a new mission computer, an APG-73 radar, stores management set, a secure radio system and a Combined Interrogator/Transponder system.

04/04/2001 On Apr. 4, 2001, Co. received a $235,000,000 contract for the production of 11,054 Joint Direct Attack Munition (JDAM) kits. The U.S. Air Force Air Armament Center, is the contracting agency. The contract includes a $25,000,000 option for an additional

1,150 kits. 04/02/2001 On Apr. 2, 2001, Co. signed a contract with FedEx Express to modify three additional MD-11 passenger airplanes to freighters. Aeronavali , a Finmeccanica company coordinated by Alenia Aerospazio in Italy, will perform the modifications. Co. expects Aeronavali will complete the modification for the additional three MD-11 freighters in the third and fourth quarters of 2001. 03/29/2001 On Mar. 28, 2001, New Skies Satellites N.V. signed a contract with Co.'s subsidiary, Boeing Satellite Systems, for a Boeing 702 satellite which will provide full coverage of the Americas. The contract specifies inorbit delivery of an 88- transponder satellite, designated NSS-8, in the third quarter of 2003 aboard a Sea Launch Zenit-3SL launcher and includes options for up to two followon spacecraft. NSS-8 will be one of two satellites simultaneously able to cover the full 50 states of the U.S. and all of Central and South America and the only satellite with a C band beam covering the entire region. 03/29/2001 On Mar. 29, 2001, Co.'s subsidiary Boeing Satellite Systems awarded a $2,100,000 contract to inTEST Corp.'s Temptronic subsidiary, to provide and integrated thermal test solution for high-speed broadband telecommunications componentry used in satellite communication systems 03/23/2001

On Mar. 19, 2001, The U.S. Navy awarded a $69,000,000 contract to Co. for low-rate initial production of 15 Advanced Targeting Forward Looking Infrared (ATFLIR) systems and spares. The contract covers production of 14 AFTLIRS for the F/A18E/F Super Hornet and one for the F/A-18C/D Hornet. 03/07/2001 AUTHORIZED -- $750,000,000. OUTSTANDING -- Mar. 1, 2001, $750,000,000. DATED -- Mar. 1, 2001. DUE -- Mar. 1 , 2011. INTEREST -- M&S 1 to holders of record on F&A 15 at 6.1% per annum, accruing from Mar. 8, 2001. TRUSTEE -- Bankers Trust Company. DENOMINATION -- Fully registered, $1,000 and integral multiples thereof. CALLABLE -- As a whole only upon the occurrence of certain tax events, at par plus accrued interest. SINKING FUND -- None. SECURITY - Unsecured. Rank equally with all other senior unsecured indebtedness of Co. INDENTURE MODIFICATION -Indenture may be modified, except as provided, with consent of at least 66 2/3% of notes outstg. RIGHTS ON DEFAULT -- Trustee or 25% of notes outstg may declare principal due and payable (30 days grace for the payment of interest ). PURPOSE -- Proceeds will be used to repay a portion of outstg short term notes and indebtedness, and for general corporate purposes. OFFERED -- ($750,000,000) at 100 plus accrued interest (proceeds to Co. 99.55) on

Mar. 1, 2001 thru Credit Suisse First Boston; Goldman, Sachs & Co.; Banc of America Securities LLC; J.P. Morgan & Co.; Deutsche Banc Alex. Brown; Salomon Smith Barney; Merrill Lynch & Co.; Banc one Capital Markets, Inc.; Credit Lyonnais Securities and Tokyo-Mitsubishi International plc. 03/05/2001 On Feb. 26, 2001, Co. received a contract worth $25,500,000 to install a global positioning inertial navigation system capability into the mission system and flight deck of the French Air Force's fleet of four E-3 Airborne Warning and Control System aircraft. Additionally, the aircraft's altitude measurement system will be upgraded to meet near term requirements of the European Global Air Traffic Management system for reduced vertical separation minimum.

03/05/2001 On Feb. 27, 2001, Co. was awarded a U.S. Navy contract to continue support for F/A-18 Hornet, F-14 Tomcat and SH-60 Seahawk aircraft at the Naval Strike and Air Warfare Center, including those used by the "Top Gun" school. Work under the seven-year contract, valued at approx. $150,000,000, will take place at Naval Air Station Fallon, Nev. Included in the contract is an option to support F-16 "adversary" aircraft that will be based at Fallon. 03/01/2001 On Feb. 28, 2001, Co. was awarded a contract by EUTELSAT to deliver eBIRD?. 02/23/2001

On Feb. 23, 3001, Co. named Carol A. Sexton Assistant Treasurer, Corporate Finance and Banking. Sexton will lead and manage the corporate finance functions.

02/20/2001 On Feb. 14, 2001, Co. and World Airways signed two maintenance provider contracts with Technical Operations Division of Delta Air Lines' totaling more than $142,000,000. The contract with Co. includes an agreement to provide the U.S. Government with primary maintenance support on its Boeing 737NG Fleet. The contract with World Airways provides maintenance for eight MD11 aircraft.

02/14/2001 Co.'s Annual Meeting of Stockholders will be held on Apr. 30, 2001.

01/31/2001 On Jan. 31, 2001, Thomas R. Pickering was named Senior Vice President of International Relations.

01/25/2001 On Jan. 17, 2001, Co. and Raytheon Company sold a one-third equity stake in HRL Laboratories, LLC to General Motors Corp. As a result of this purchase, Co., General Motors Corp., and Raytheon Company share equal ownership in HRL Laboratories, LLC.

01/09/2001

On Dec. 19, 2000, Co. signed a contract with the Commonwealth of Australia for the development and acquisition of Project Wedgetail, an airborne early warning & control (AEW&C) program. The contract is worth A$2,000,000,000. Co. will provide four 737 AEW&C systems plus options for up to three additional systems as well as a ground-support segment for flight and mission crew training, a mission support segment and other support facilities and spare parts. The first two aircraft are to be delivered to the Commonwealth in 2006. 01/08/2001 On Jan. 8, 2001, GKN plc acquired Co.'s fabrication operations. 12/22/2000 On Dec. 21, 2000, Co. was awarded a $50,000,000 contract from the U.S. Special Operations Command to develop and produce Engine Infrared Suppression Systems for its C-130 aircraft. 12/21/2000 On Dec. 20, 2000, Co. signed a long term contract for BFGoodrich to supply heated drain masts for all models of Boeing 757, 767, 777, and 737 commercial airplanes. 12/19/2000 On Dec. 19, 2000, Co. signed a contract with Federal Express to modify 19 MD-11 passenger airplanes to freighters. As part of the agreement, Boeing Airplane Services, a unit of Co.'s Commercial Aviation Services organization, will perform the engineering and parts procurement, in addition to completing the modification. 12/11/2000

On Dec. 7, 2000, Co. awarded a contract valued at $34,000,000.00 for Alliant Techsystems to produce the solid propulsion system and warhead for the United Kingdom's Brimstone anti-armor missile system. Production under the contract will continue through 2005. 12/05/2000 On Dec. 4, 2000, Co. was awarded a contract from the U.S. Air Force for 19 Radar System Improvement Program (RSIP) kits and support services to complete installation of RSIP on the U.S. E-3 AWACS fleet.

11/30/2000 On Nov. 28, 2000, Co. launched the Longer-Range 747-400. The airplane will enter service with Australia's flag carrier in 2002. 11/15/2000 On Nov. 13, 2000, Co. was awarded a $16,000,000 firm fixed price contract to the Boeing Global Positioning System (GPS) III industry team to perform a comprehensive 12month GPS III architecture study. The GPS III architecture study will assess the mission needs and requirements of the existing system, and will validate their achievability by developing innovative architecture recommendations. 11/08/2000 On Nov. 2, 2000, Co. was awarded a contract by the U.S. Navy's Naval Air System Command to upgrade the mission systems of its fleet of 16 E6B aircraft. The contract, including options, is worth $50,000,000. Under the contract, Co. will integrate new

mission equipment to add several new communications links to the Navy's primary airborne strategic command and control system, while at the same time reducing overall aircraft weight and improving readiness. 11/06/2000 On Nov. 2, 2000, Co. awarded a contract to ATK for the manufacture of composite aeroskirts for the Boeing Delta IV family of space launch vehicles through 2003.

11/02/2000 On Nov. 1, 2000, Doug Bain was appointed Senior Vice President and General Counsel. Bain replaces Ted Collins, Senior Vice President of Law and Contracts, who retired.

11/01/2000 On Oct. 31, 2000, Scott Carson and John Hayhurst were named Senior Vice President s. 11/01/2000 On Nov. 1, 2000, Craig Saddler, formerly Vice President of Investor Relations, was appointed Vice President of Financial Planning and Analysis, replacing Rob Pasterick. Paul Kinscherff, Assistant Treasurer, replaces Saddler as Vice President of Investor Relations. 10/31/2000 On Oct. 27, 2000, Co. awarded a contract to Scaled Technology Works to design and produce nearly 200 composite wind tunnel blades over the next year. 10/26/2000

On Oct. 26, 2000, ITT Industries Inc. (ITT) was awarded an Engineering & Manufacturing Development (EMD) contract by Co. to provide the integrated survivability system for the U.S. Army's Comanche helicopter. Under the EMD contract, ITT will provide 14 aircraft systems comprised of a radar warning receiver, laser warning receiver and point chemical detector.

10/20/2000 On Oct. 18, 2000, GKN plc agreed to buy Co.'s St. Louis fabrication operations. The transaction is subject to approval by both companies boards of directors, union approval of a collective bargaining agreement, and certain government approvals. The transaction is expected to close by early 2001. 10/06/2000 On Oct. 6, 2000, Co. acquired Hughes Electronics Corp.'s space and communications business and related operations. 10/05/2000 On Oct. 5, 2000, Co. acquired Jeppesen Sanderson Inc., a provider of print and electronic flight information services. 10/04/2000 On Sept. 29, 2000, the U.S. Army and Co. signed an option contract for the re-manufacture of 269 additional U.S. Army AH-64A Apache helicopters. The five-year contract, multi- year contract, worth more than $2,300,000,000, will authorize Co. to convert 269 AH-64As into AH64D Apache Longbows from 2002-2006. 10/03/2000

RATING -- A2 AUTHORIZED -$500,000,000. OUTSTANDING -Sept. 21, 2000, $500,000,000. DATED -- Sept. 21, 2000. DUE -Sept. 27, 2010. INTEREST -- M&S 27 to holders of record on M&S 12 at 7.375% per annum, accruing from Sept 27, 2000. TRUSTEE -- Bankers Trust Company. DENOMINATION -Fully registered, $1,000 and integral multiples thereof. CALLABLE -- As a whole or in part at the option of Co upon at least 30 but not more than 60 days notice at the great of 100% or the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption on a semi annual basis at the treasury rate plus 20 basis points, plus in each accrued interest to the date of redemption. Also, in whole only upon the occurrence of certain tax events, at par plus accrued interest. SINKING FUND -None. SECURITY -- Unsecured. Rank equally with all other senior unsecured indebtedness of Co. INDENTURE MODIFICATION -Indenture may be modified, except as provided, with consent of at least 66 2/3% of notes outstg. RIGHTS ON DEFAULT -- Trustee or 25% of notes outstg may declare principal due and payable (30 days grace for the payment of interest ). PURPOSE -- Proceeds will be used to repay a portion of outstg short term notes and indebtedness, and for general corporate purposes. OFFERED -($500,000,000) at 99.895 plus accrued interest (proceeds to Co. 99.445) on Sept 21, 2000 thru Merrill Lynch & Co.; Salomon Smith Barney; Banc of America Securities; Goldman, Sachs & Co.; Chase

Securities Inc.; J.P. Morgan & Co.; Credit Suisse First Boston; Morgan Stanley Dean Witter; Deutsche Banc Alex. Brown; ABN AMRO Inc.; Daiwa SBCM Europe; BNY Capital Markets, Inc.; and Mitsubishi Trust International Limited.

10/03/2000 RATING -- A2 AUTHORIZED -$500,000,000. OUTSTANDING -Sept. 21, 2000, $500,000,000. DATED -- Sept. 21, 2000. DUE -Sept. 27, 2005. INTEREST -- M&S 27 to holders of record on M&S 12 at 7.10% per annum, accruing from Sept 27, 2000. TRUSTEE -- Bankers Trust Company. DENOMINATION -Fully registered, $1,000 and integral multiples thereof. CALLABLE -- As a whole or in part at the option of Co upon at least 30 but not more than 60 days notice at the great of 100% or the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption on a semi annual basis at the treasury rate plus 15 basis points, plus in each accrued interest to the date of redemption. Also, in whole only upon the occurrence of certain tax events, at par plus accrued interest. SINKING FUND -None. SECURITY -- Unsecured. Rank equally with all other senior unsecured indebtedness of Co. INDENTURE MODIFICATION -Indenture may be modified, except as provided, with consent of at least 66 2/3% of notes outstg. RIGHTS ON DEFAULT -- Trustee or 25% of notes outstg may declare principal due and payable (30 days grace for the payment of interest ). PURPOSE -- Proceeds will be used to repay a portion of outstg short term notes and

indebtedness, and for general corporate purposes. OFFERED -($500,000,000) at 99.983 plus accrued interest (proceeds to Co. 99.633) on Sept 21, 2000 thru Merrill Lynch & Co.; Salomon Smith Barney; Banc of America Securities; Goldman, Sachs & Co.; Chase Securities Inc.; J.P. Morgan & Co.; Credit Suisse First Boston; Morgan Stanley Dean Witter; Deutsche Banc Alex. Brown; ABN AMRO Inc.; Daiwa SBCM Europe; BNY Capital Markets, Inc.; and Mitsubishi Trust International Limited.

10/03/2000 RATING -- A2 AUTHORIZED -$500,000,000. OUTSTANDING -Sept. 21, 2000, $500,000,000. DATED -- Sept. 21, 2000. DUE -Sept. 27, 2002. INTEREST -- At an interest rate equal to the 3-month LIBOR, plus 9 basis points, payable MJS&D 27, to holders of record on MJS&D 12 accruing from Sept . 27 2000. TRUSTEE -- Bankers Trust Company. DENOMINATION -- Fully registered, $1,000 and integral multiples thereof. CALLABLE -- Not callable prior to maturity, except upon the occurrence of certain tax events, at par plus accrued interest. SINKING FUND -None. SECURITY -- Unsecured. Rank equally with all other senior unsecured indebtedness of Co. INDENTURE MODIFICATION -Indenture may be modified, except as provided, with consent of at least 66 2/3% of notes outstg.

RIGHTS ON DEFAULT -- Trustee or 25% of notes outstg may declare principal due and payable (30 days grace for the payment of interest ). PURPOSE -- Proceeds will be used to repay a portion of outstg short term notes and indebtedness, and for general corporate purposes. OFFERED -($500,000,000) at 100 plus accrued interest (proceeds to Co. 99.8) on Sept 21, 2000 thru Merrill Lynch & Co.; Salomon Smith Barney; Banc of America Securities; Goldman, Sachs & Co.; Chase Securities Inc.; J.P. Morgan & Co.; Credit Suisse First Boston; Morgan Stanley Dean Witter; Deutsche Banc Alex. Brown; ABN AMRO Inc.; Daiwa SBCM Europe; BNY Capital Markets, Inc.; and Mitsubishi Trust International Limited.

09/05/2000 On Sept. 1, 2000, Co acquired AeroInfo Systems Inc., a provider of maintenance software applications for the airline industry. Terms were not disclosed. 08/29/2000 Co. announced consolidation plans for several manufacturing areas in Puget Sound and told employees of key defense and space programs that much of their work will remain in the region. The consolidation eventually will affect about 3,500 Puget Sound employees whose job assignments will transfer or otherwise change by varying degrees over the next three years from Aug.18, 2000. 08/16/2000

On Aug. 15, 2000, Co. agreed to acquire Jeppesen Sanderson, Inc., a provider of flight information services, from Tribune Co. for $1,500,000,000 in cash. The agreement is subject to regulatory approval.

08/14/2000 Co. announced an agreement to purchase Continental Graphics Corporation. Financial terms were not disclosed. Co. will operate Continental Graphics as a subsidiary, with current management team remaining in place. The agreement is subject to regulatory approval. 08/14/2000 Co. announced that it acquired Autometric Inc. Autometric became a part of the Integrated Defense Systems division within the Boeing Space and Communications Group led by President, Jim Albaugh.

06/29/2000 Co. announced that it is seeking a buyer to operate its St. Louis, Missouri parts fabrication business, which occupies approximately 1,700 people. 06/27/2000 Co. announced that it awarded a $100 million companywide contract for software order fulfillment and distribution to Software House International. 06/19/2000

Co. announced that Group Technologies Corporation was awarded an electronics manufacturing contract by the Weapons Programs unit of Co. valued at $23.2 million for the Brimstone missile program. Electronics manufacturing is scheduled to begin in the third quarter of 2000 and continue through 2005. 06/14/2000 Co. announced it will acquire Autometric, Inc. Terms were not disclosed. 05/17/2000 Co. announced the sale of its subsidiary Boeing Agri-Industrial Company, including its 93,000 acre land lease to agri-business firm R.D. Offutt Company. 05/11/2000 Co. announced that Michael M. Sears, Senior Vice President, was named to additional post of Chief Financial Officer. 05/01/2000 Co. announced that Gen. John M. Shalikashvili, former Chairman of the Joint Chiefs of Staff of the Department of Defense, was elected to the board of directors of Co.

01/27/2000 Co. announced that it signed a contract calling for the delivery of nine CH-47SD (Super D) Chinook helicopters to Taiwan under a Foreign Military Sale agreement with the US government. The procurement, valued in excess of $300 million, includes logistical support. Deliveries will begin in 2001. 12/14/1999

Co. announced that Vice President of insurance and taxes Denny Crispin plans to retire effective Mar. 1, 1999. Crispin's duties will be assumed by Vice President and Corporate Controller Laurette Koellner.

12/06/1999 Co.announced that PCC Structurals Inc. was awarded a contract by Co. to supply the Rolls Royce Trent 800 aft engine mount on the Boeing 777.

12/02/1999 Co. announced that it awarded Raytheon Co. a contract valued at more than $1 billion to make the firecontrol radar that will go into the Navy's next-generation fighter jet.

11/18/1999 Co. announced it was awarded a fouryear, $82 million US Navy contract for the development of the Longterm Mine Reconnaissance System.

11/03/1999 Co. and Derlan Industries Inc. announced that they signed a letter of intent for Derlan to purchase most of the assets of Boeing Precision Gear Inc. for an undisclosed sum. Derlan will continue to operate the facility. The sale is contingent upon US government approval. 10/25/1999 Co. announced it awarded a contract to the United Kingdom's Defence Aviation Repair Agency (DARA) for inspection and repair work on CH-47 Chinook helicopter transmissions in Europe. DARA will be responsible for the tear-down, inspection, repair,

reassembly and testing of the transmission assemblies. The work will be done at the DARA Almondbank Facility in Perth, Scotland. 10/22/1999 Co. announced that it was awarded a contract by the US Navy's Naval Air Systems Command to modernize the cockpits of its fleet of 16 E-6 aircraft. The contract, including all options, is worth $123 million.

10/13/1999 Co. announced that Scott Griffin was named Chief Information Officer.

10/05/1999 Co. announced that it has acquired The Preston Group, an Australian company that specializes in aviation software applications. 08/25/1999 Co. announced it will issue 60 day layoffs notices to 153 Oak Ridge workers. Co. employs about 900. 08/02/1999 Co.announced that Science Applications International (SAIC) completed the purchase of Boeing Information Services from The company will continue to support government contracts at its Vienna, VA headquarters and at additional sites in the United States and overseas. 06/19/1999 Co. announced that it will sell Boeing Information Services to Science Applications International Corporation. The transaction is a stock sale in which SAIC will purchase all of the stock of the corporation known as Boeing Information Services which

includes its contracts, workforce, real estate and facilities. 05/17/1999 Co. announced plans for work force reductions and facilities consolidations affecting Co.'s operations in St Louis, MO. Between May 14, 1999 and mid-2001, 6,500 to 7,000 local jobs will be eliminated. Co. also plans to consolidate into fewer office and production buildings, streamline its internal organizations, and take other steps to cut overhead costs at the St Louis site. 05/10/1999 Co. announced a five-year, $650 million contract, the U S Navy selected Co. to continue support for the T-45 Training System and dramatically reduce the cost of ownership for this key component of Naval Aviation training. 04/13/1999 Co. announced its intention to sell Boeing Information Services. The subsidiary employs approximately 1,200 people. Co. is in discussion with potential buyers and expects to announce the purchaser in the second quarter of 1999. 04/02/1999 Co. announced that Moog Inc. signed two new long-term agreements with Co. The agreements govern pricing and contract terms for nearly $1 billion in revenues over the next ten years (until 2009).

03/02/1999

Co. announced that it signed a letter of intent to sell its McDonnell Douglas Technical Services subsidiary (Long Beach, CA) to the MDTSC management team and CIVC Partners, an affiliate of Bank of America. The sale is expected to be completed by the end of the first quarter of 1999. Terms were not disclosed. 01/22/1999 On Jan. 21, 1999, Co. will consolidate its Weapons Programs organization at a single site. As a result, the work now done at its Duluth, GA. facility will be transferred to other locations within Co. Co. will offer the Duluth site for sale. Co. expects the transfer process to be completed in about a year from Jan. 20, 1999.

12/17/1998 Co. announced the retirement of Bob Davis, Vice President of Engineering and Technology, effective Dec. 31, 1998. 12/09/1998 Co. announced the retirement of Stanley Ebner, Senior Vice President for Washington, D.C., Operations, effective Dec. 31, 1998.

12/04/1998 In Dec. 1998, Co. announced sharp, across-the-board production cuts and the elimination of as many as 20,000 additional jobs through 2000.

11/18/1998 Co. announced that effective Dec. 14, 1998, Deborah C. Hopkins was named CFO. She previously served as Vice President of Finance and CFO for General Motors Europe. 10/19/1998

Co. announced that President and Chief Operating Officer Harry Stonecipher also will be Co.'s Acting Chief Financial Officer until a successor is in place for Boyd Givan. Givan retired effective Sept. 1, 1998.

09/08/1998 In Sept. 1998, Co. announced that the board of directors authorized a share repurchase program. The authorization is for the repurchase of up to 15% of Co.'s outstanding shares of common stock. 07/21/1998 Co. announced that Boyd Givan, Senior Vice President and Chief Financial Officer, plans to retire Sept. 1, 1998. 07/09/1997 In June 1997, federal antitrust regulators cleared Boeing Co's planned $14 billion acquisition of McDonnell Douglas Corp (St Louis, MO). 06/11/1997 Co. announces the naming of Patrick C.G. Coulter as vice president of communications for Co.'s Boeing Commercial Airplane Group. Coulter succeeds Gerald A. Hendon who was named vice president of public affairs for Co. earlier this year.

05/21/1997 On March. 10, 1997, Boeing Commercial Airplane Group confirmed an order by Germanybased Deutsche BA for seven Boeing 737-300s, valued at $287 million. The airline is acquiring the jets in a financial agreement with Deutsche Structured Finance. Boeing

is scheduled to deliver the airplanes beginning in August. The singleclass configuration of Deutsche BA's 737- 300s will accommodate 136 passengers and be used primarily on German domestic routes. The airplanes will replace a fleet of Fokker 100s and join a fleet of nine 737s currently on lease. 05/01/1997 Co. announces that it was named as the prime contractor by Teledesic Corp. for its planned $9 billion satellite network for high-speed data and video communications. The project is contingent on Teledesic gaining additional financing. Co. plans to invest $50 million for a 5% stake in Teledesic. 01/30/1997 Co. has appointed Lawrence Clarkson to President of Boeing Enterprises. 12/16/1996 Co. and McDonnell Douglas Corporation jointly announced that the companies have signed a definitive agreement whereby McDonnell Douglas will merge with Co. in a stock-for-stock transaction. Under the terms of the transaction, McDonnell Douglas shareholders will receive 0.65 shares of Co. common stock for each share of McDonnell Douglas common stock. The transaction is subject to approval by the shareholders of both companies and certain regulatory agencies, and is expected to close as early as mid - 1997. 12/11/1996

On Dec. 6, 1996, Co. acquired Aerospace and Defense businesses of Rockwell International Corp.

12/11/1996 Phil Condit has been named chairman of Co. 12/10/1996 Co. announced that it had signed an definitive agreement with Rockwell International Corporation ("Rockwell") under which Co. will acquire most of Rockwell's aerospace and defense business. Co. will issue approximately $860 million of its common stock, assume $2,165 billion of Rockwell debt and assume certain retiree obligations of Rockwell. The transaction is subject to approval by Rockwell's shareholders, consent form its debtholders, certain regulatory approvals and customer approvals, and other provisions generally required in similar transactions.

Business NAICS Primary NAICS: 336411 Aircraft Manufacturing -

Secondary NAICS: Guided Missile and 336414 Space Vehicle Manufacturing d Missile and Space Vehicle Propulsion Unit and Propulsion 336415 Unit Parts Manufacturing Ammunition (except 332993 Small Arms) Manufacturing -

SIC Primary SIC: 3721 Aircraft

Secondary SIC: Guided 3761 missiles and space - vehicles Space 3764 propulsion units - and parts Ammunition, 3483 exc. for small - arms, nec

Business Description Boeing, together with its subsidiaries, is an aerospace firm. Co. engages in the design, development, manufacture, sale, service and support of commercial jetliners, military aircraft, satellites, missile defense, human space flight and launch systems and services. While its principal operations are in the U.S., Co. conducts operations in many countries and has a network of international partners, key suppliers and subcontractors. Co. operates in five principal segments: Commercial Airplanes; Defense, Space and Security (BDS), which comprises of Boeing Military Aircraft (BMA), Network and Space Systems (NSS) and Global Services and Support (GSS) segments; and Boeing Capital (BCC). Co.'s Other segment includes the unallocated activities of Engineering, Operations and Technology (EOT) and Shared Services Group, as well as intercompany guarantees provided to BCC. EOT provides Co. with technical and functional capabilities, including information technology, research and development, test and evaluation, technology strategy development, environmental remediation management and intellectual property management. The Commercial Airplanes segment develops, produces and markets commercial jet aircraft and provides related support services, principally to the commercial airline industry. Co. produces commercial aircraft and provides a family of commercial jetliners

designed to meet a range of passenger and cargo requirements of domestic and non-U.S. airlines. This family of commercial jet aircraft in production includes the 737 narrowbody model and the 747, 767, 777 and 787 wide-body models. This segment also provides aviation services support, aircraft modifications, spares, training, maintenance documents and technical advice to commercial and government customers worldwide. Co.'s BDS operations principally involve research, development, production, modification and support of the products and related systems. BDS' primary customer is the U.S. Department of Defense, the National Aeronautics and Space Administration, international defense markets, civil markets and commercial satellite markets. The BMA segment is engaged in the research, development, production and modification of manned and unmanned military aircraft and weapons systems for global strike, including fighter and combat rotorcraft aircraft and missile systems; global mobility, including transport, tanker, rotorcraft and tilt-rotor aircraft; and airborne surveillance and reconnaissance, including command and control, battlemanagement and airborne antisubmarine aircraft. The primary programs in this segment include: EA18G Growler Airborne Electronic Attack, F/A-18E/F Super Hornet, F-15 Strike Eagle, AH-64 Apache and Joint Direct Attack Munition for global strike; C-17 Globemaster III, USAF KC-46A Tanker, CH-47 Chinook and V-22 Osprey for global mobility; and Airborne

Early Warning and Control, P-8A Poseidon and India P-8I for airborne surveillance and reconnaissance.

The NSS segment is engaged in the research, development, production and modification of the following products and related services: electronics and information systems, including command, control, communications, computers, intelligence, surveillance and reconnaissance, cyber and information solutions, and intelligence systems; strategic missile and defense systems; space and intelligence systems, including satellites and commercial satellite launch vehicles; and space exploration. The primary programs in this segment include: Family of Advanced Beyond Line-ofSight Terminals for electronics and information systems; Ground-based Midcourse Defense for strategic missile and defense systems; commercial, civil and military satellites for space and intelligence systems; and International Space Station, Space Launch System and Crew Space Transportation-100 for space exploration. This segment also includes Co.'s joint venture operations related to United Launch Alliance and United Space Alliance.

The GSS segment provides support solutions. Co.'s global services business sustains aircraft and systems with a range of products and services through integrated logistics, including supply chain management and engineering support; maintenance,

modification and upgrades for aircraft; and training systems and government services, including pilot and maintenance training. GSS international operations include Boeing Defence U.K. Ltd., Boeing Defence Australia, and Alsalam Aircraft Company, a joint venture. Integrated logistics comprises an array of services that address the life cycle of aircraft and systems. Programs include: C-17 Globemaster III Integrated Sustainment Program; F-15 support programs for the United States Air Force and several other international customers; the F/A-18E/F support program; and domestic and international performance based logistic programs for the AH-64 Apache and CH-47 Chinook helicopters and other BDS platforms. Maintenance, modification and upgrades for aircraft are performed at centers throughout the U.S. and around the world, providing cycle time and aircraft services for military customers on a variety of BDS and non-BDS platforms. Training systems and government services comprise a range of training capabilities for domestic and international customers, including the design and development of trainers for multiple aircraft platforms, and logistics and asset management solutions. BCC segment facilitates, arranges, structures and provides selective financing solutions for Co.'s Commercial Airplanes customers. In the space and defense markets, BCC primarily arranges and structures financing solutions for Co.'s BDS government

customers. BCC's portfolio consists of equipment under operating leases, finance leases, notes and other receivables, assets held for sale or release and investments.

Corporate Events Earnings Announcement Data - April 24 2013 : On Apr. 24 2013, Co. announced its 1st quarter earnings before market (inferred). Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (inferred). Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (tentative). Earnings Announcement Data January 30 2013 : On Jan. 30 2013, Co. announced its 4th quarter earnings before market (verified). Conference Call Announcements January 30 2013 : On Jan. 30 2013, Co. scheduled a conference call at 10:30 am. Earnings Announcement Data October 24 2012 : On Oct. 24 2012, Co. announced its 3rd quarter earnings before market (verified). Conference Call Announcements October 24 2012 : On Oct. 24 2012, Co. scheduled a conference call at 10:30 am.

General Dynamics Corp. (NYS: GD) General Company Information


Principal Office Website 2941 Fairview Park Drive, Suite 100 Falls www.generaldynamics.com Church, VA 22042-4513 USA

Phone 703 876-3000 Auditor KPMG LLP

Primary NAICS 336411 : Aircraft Manufacturing Closing Stock Price 69.91 (as of 03/15/2013)

Number of Employees Incorporated 92,200 (Year End Average Staff as of 12/31/2012) February 1952 , DE, United States Country United States Exchange and Ticker NYS : GD Primary SIC 3721 : Aircraft Mergent Dividend Achiever Yes, # of Years: 17 Number of Shareholders 14,000 (approx. ) (as of 01/27/2013)

Business Summary
General Dynamics is an aerospace and defense company. Co. has four business groups: Aerospace, which produces Gulfstream aircraft, provides aircraft services and performs aircraft completions for other original equipment manufacturers; Combat Systems, which designs and manufactures combat vehicles, weapons systems and munitions; Marine Systems, which designs, constructs and repairs surface ships and submarines; and Information Systems and Technology, which provides communications and information technology products and services. Co.'s key customer is the U.S. government. Co. also has business with international governments and a base of corporate and individual buyers of business aircraft.

Company Details Pricing Summary


Time Period: 1 week

Close Volume 52 Week High/Low : % Price Change (100 Days) : 200-Day Moving Avg. :

Yesterday 5 Days 30 Days 69.91 70.11 66.4 N/A 2,444,996.00 N/A N/A - N/A 4.05 N/A

Company News
2:50PM, 18 March 2013 - Program to train jobs in shipbuilding to begin in Rhode Island - Providence Journal 6:56AM, 18 March 2013 - Westbury Group Serves as Exclusive Financial Advisor to Applied Physical Sciences Corp. on its Sale to General Dynamics - Yahoo! News 4:17PM, 17 March 2013 - General Dynamics doles out bonuses - The Washington Post 2:03AM, 17 March 2013 - Women taking helm at defense firms - JournalGazette.net 6:02AM, 15 March 2013 - UCSD student group supports Israel boycott motion - JTA 10:53PM, 14 March 2013 - ha ha ha, this vote was supposedly illegal cos it made jews feel bad - Niqnaq

6:22PM, 14 March 2013 - New Coast Guard Cutter Sparks Fierce Competition Among Shipbuilders - National Defense Magazine 5:30PM, 14 March 2013 - The Global Armored and Counter IED Vehicles Market 2012-2022 - OSIX 5:06PM, 14 March 2013 - Future of the US Defense Industry - Market Attractiveness, Competitive Landscape and Forecasts to 2017 - PR Newswire 10:29AM, 13 March 2013 - Christine Bailey Joins Accenture As Deputy Federal CFO - GovCon Wire

Corporate Events
Earnings Announcement Data - April 24 2013 : On Apr. 24 2013, Co. announced its 1st quarter earnings before market (inferred). Earnings Announcement Data - April 24 2013 : On Apr. 24 2013, Co. announced its 1st quarter earnings before market (tentative). Conference Call Announcements April 24 2013 : On Apr. 24 2013, Co. scheduled a conference call at 9:00 am. Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (tentative). Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (inferred). Conference Call Announcements January 23 2013 : On Jan. 23 2013, Co. scheduled a conference call at 11:30 am. Earnings Announcement Data January 23 2013

: On Jan. 23 2013, Co. announced its 4th quarter earnings before market (verified).

Key Executives
Phebe Novakovic Age President,Chief Executive Officer 54 John Casey Age Executive Vice President,Subsidiary Officer 57 David Heebner Age Executive Vice President,Group Executive 68 Joseph Lombardo Age Executive Vice President 64 Mark Roualet Age Executive Vice President,Division Officer 54 Salary 944,166

Salary 680,000

Key Financials
(In USD as of 12/31/2012) Income Statement Revenue Net Income EPS from Continuing Operations EPS - Net Income - Diluted Revenue per Share Balance Sheet Total Assets Total Liabilities Shareholders' Equity Total Assets per Share Net Assets per Share Cash Flows Cash from Operations Cash from Investing Cash from Financing Capital Expenditures Cash Flow per Share

31,513m -332m -0.94 -0.94 89.18 34,309m 22,919m 11,390m 97.01 32.2 2,687m -656m -1,382m 450m 7.6

Financial Highlights Financial Highlights as of 12/31/2012 in USD

Income Statement

Total Revenue EBITDA Operating Income Net Income Revenue per Share EPS from Continuing Operations EPS - Net Income - Diluted Share Outstanding Weighted Average Shares Outstanding - Diluted Weighted Average Shares Outstanding - Basic Earnings per Share - Basic Balance Sheet

Total Assets Current Assets Total Liabilities Long Term Debt Stockholders' Equity Total Assets per Share Current Liabilities Net Assets per Share Cash Flow Statement

Cash from Operations Cash from Investing Cash from Financing Capital Expenditures Cash Flow per Share Cash & Cash Equivalents, Beginning of Year Cash & Cash Equivalents, End of Year Market Cap(mil) Dividend Per Share(TTM) Earning Per Share(TTM) Beta High Price Last 3 Mos. Low Price Last 3 Mos. Avg Daily Volume Last 3 Mos.

(In Thousan ds) 31,513,000 1,317,000 833,000 (332,000) 88.94 (0.94) (0.94) 353,674 353,346 353,346 (0.94) (In Thousan ds) 34,309,000 15,744,000 22,919,000 3,908,000 11,390,000 97.01 11,620,000 32.2 (In Thousan ds) 2,687,000 (656,000) (1,382,000) 450,000 7.6 2,649,000 3,296,000 24,709 2.51 (0.94) 0.77 71.86 64.57 2,475,587.25

Management Effectiveness Revenue per Employee Net Income per Employee ROA % (Net) ROE % (Net) ROI % (Operating) Profitability Ratios Gross Margin

340,856 (3,591.00) (0.96) (2.69) 5.12 16.19

Operating Margin 2.64 EBITDA Margin % 4.18 Calculated Tax Rate % 161.37 Profit Margin (TTM) (1.05) Valuation Ratios Price/Book (TTM) 2.15 Price/Cash Flow(TTM) 9.13 Asset Management Total Asset Turnover 0.91 Receivables Turnover 3.35 Inventory Turnover 10.39 Property Plant & Equip Turnover 9.4 Cash & Equivalents Turnover 10.57 Debt Management Interest Coverage 5.34 Long Term Debt/Equity 0.34 Long Term Debt as % of Invested Capital 25.55 Total Debt/Equity 0.34 Accounts Payable Turnover 11.72 Accrued Expenses Turnover 18.35 Liquidity Indicators Quick Ratio 1.07 Current Ratio 1.35 Net Current Assets as % of Total Assets 12.02 Free Cash Flow per Share 6.31 Revenue to Assets 0.92 Consensus Estimates 2013Ae 2013Q1e 2013Q2e Earnings Per Share 6.74 1.6 1.65 Revenue 31,699.81 7,553.50 7,848.50 EBITDA 4,189.00 989 1,034.00

Property Co. maintains its principal executive offices in Falls Church, VA.

On Dec. 31, 2012, Co.'s business groups had primary operations at the following locations:

Aerospace - Lincoln and Long Beach, CA; West Palm Beach, FL; Brunswick and Savannah, GA; Cahokia, IL; Bedford and Westfield, MA; Las Vegas, NV; Teterboro, NJ; Dallas and Houston, TX; Appleton, WI; Sorocaba, Brazil; Beijing and Hong Kong, China; Dusseldorf, Germany; Mexicali, Mexico; Moscow, Russia; Singapore; Basel, Geneva and Zurich, Switzerland; Dubai, United Arab Emirates; Luton, the U.K. Combat Systems - Anniston, AL; East Camden and Hampton, AR; Healdsburg, CA; Crawfordsville, St. Petersburg and Tallahassee, FL; Chicago and Marion, IL; Saco, ME; Westminster, MD; Shelby Township, Sterling Heights and Troy, MI; Joplin, MO; Lincoln, NE; Charlotte, NC; Lima, OH; Eynon, Red Lion and Scranton, PA; Edgefield and Ladson, SC; Garland, TX; Burlington and Williston, VT; Marion and Woodbridge, VA; Auburn, WA; Oshkosh, WI; Vienna, Austria; Edmonton, London, La Gardeur, St. Augustin and Valleyfield, Canada; St. Etienne, France; Kaiserslautern, Germany; Granada, La Coruna, Oviedo, Sevilla and Trubia, Spain; Kreuzlingen, Switzerland. Marine Systems - San Diego, CA; Groton and New London, CT; Jacksonville, FL; Bath and Brunswick, ME; North Kingstown, RI; Chesapeake and Norfolk, VA; Mexicali, Mexico.

Information Systems and Technology - Cullman, AL; Phoenix and Scottsdale, AZ; San Diego and Santa Clara, CA; Colorado Springs, CO; Orlando and Tampa, FL; Coralville, IA; Lawrence, KS; Annapolis Junction and Towson, MD; Needham, Pittsfield and Taunton, MA; Ypsilanti, MI; Bloomington, MN; Nashua, NH; Florham Park, NJ; Greensboro and Newton, NC; Kilgore, TX; Arlington, Chantilly, Chesapeake, Fairfax, Herndon and Richmond, VA; Calgary and Ottawa, Canada; Tallinn, Estonia; Oakdale, St. Leonards, Tewkesbury and Throckmorton, the U.K. The table below sets forth information regarding the floor space, in sq. ft., of facilities occupied by Co.'s business groups on Dec. 31, 2012: Business Group Aerospace Combat Systems Marine Systems Information Systems and Technology Total Owned Leased 4,300,000 4,200,000 8,300,000 5,300,000 8,200,000 2,200,000 3,200,000 8,600,000 24,000,00020,300,000

The table below sets forth information regarding the floor space, in sq. ft., of government-owned facilities occupied by Co.'s business groups on Dec. 31, 2012: Business Group Combat Systems Information Systems and Technology Total Floor Space 7,700,000 900,000 8,600,000

Principal Executive Offices 2941 Fairview Park Drive Suite 100 Falls Church, VA 22042-4513 United States

Subsidiaries
SUBSIDIARY NAME PERCEN COUNTRY T OWNED

Subsidiaries Subsidiaries American Overseas Marine Company, LLC 100% United States Quincy Maritime Corporation III 100% United States Applied Physical Sciences Corp. 100% United States AXT Acquisition Holdings, Inc. 100% United States AxleTech International Holdings, Inc. 100% United States AXT French Holdings, Inc. 100% United States AXT Holdings (France) SAS 100% France AXT US, LLC 100% United States AxleTech International SAS 100% France AxleTech International, LLC 100% United States AxleTech, LLC 100% United States AxleTech International IP Holdings, LLC 100% United States AxleTech International Korea LTD. 100% Korea (South) AxleTech International Brazil, LLC 100% United States AxleTech Overseas Services Corporation 100% United States Bath Iron Works Corporation 100% United States Bath Iron Works Australia Corporation 100% United States Bath Iron Works Canada, LLC 100% United States Concord I Maritime Corporation 100% United States Braintree I Maritime Corp. 100% United States Concord II Maritime Corporation 100% United States Braintree II Maritime Corp. 100% United States Concord III Maritime Corporation 100% United States Braintree III Maritime Corp. 100% United States Concord IV Maritime Corporation 100% United States Braintree IV Maritime Corp. 100% United States Concord V Maritime Corporation 100% United States Braintree V Maritime Corp. 100% United States Convair Aircraft Corporation 100% United States Convair Corporation 100% United States Eagle Enterprise, Inc. 100% United States ELCO Company, THE 100% United States Electric Boat Corporation 100% United States EB Groton Engineering, Inc. 100% United States Electric Boat - Australia, LLC 100% United States Electric Boat - UK, LLC 100% United States Electrocom, Inc. 100% United States Force Protection, Inc. 100% United States Force Protection Technologies, Inc. 100% United States General Dynamics Land Systems - Force100% Protection, United Inc. States Force Protection Survivability Solutions Canada, 100% Inc. Canada Force Protection Europe, Limited 100% United Kingdom

Force Protection Australasia Pty. Ltd. 100% Australia General Dynamics Armament and Technical 100% Products, United Inc. States GDATP Holdings, Inc. 100% United States GDATP Services Corporation 100% United States Plane 877G, LLC 100% United States General Dynamics Government Systems100% Corporation United States Fortress Technologies, Inc. 100% United States General Dynamics Advanced Information100% Systems, United Inc. States General Dynamics C4 Systems, Inc. 100% United States General Dynamics Broadband Holdings, Inc. 100% United States General Dynamics Broadband, Inc. 100% United States General Dynamics Broadband UK Limited 100% United Kingdom IPWireless Pte. Limited 100% Singapore Intellect IP Holdings, LLC 100% United States General Dynamics Satellite Communication 100% Services, United LLC States General Dynamics Government Satellite Services 100% United LLC States General Dynamics Itronix Corporation 100% United States General Dynamics Itronix Canada Ltd. 100% Canada Itronix Manufacturing, LLC 100% United States General Dynamics Fidelis Cybersecurity Solutions, 100% United Inc. States General Dynamics Global Imaging Technologies, 100% Inc. United States General Dynamics Government Systems100% Overseas United Corporation States General Dynamics Information Technology, 100% Inc. United States EdgeCom Technology Services, Inc. 100% United States Newberry Holdings, LLC 100% United States Foresight Technology Services, LLC 100% United States Signal Solutions, LLC 100% United States General Dynamics Overseas Systems and 100% Services United Corporation States General Dynamics SATCOM Technologies, 100% Inc. United States General Dynamics Installation Services, LLC 100% United States General Dynamics Satcom Technologies100% Asia Private India Limited Prodelin India Private Limited 100% India VertexRSI Pte, Ltd. 100% Singapore Vertex International Limited 100% United Kingdom Open Kernel Labs, Inc. 100% United States Open Kernel Labs Pty Ltd 100% Australia Vangent Holding Corp. 100% United States Vangent, Inc. 100% United States Buccaneer Computer Systems & Service, 100% Inc. United States Blueprint Technologies, Inc. 100% United States Vangent Canada Limited 100% Canada General Dynamics Information Technology 100% Limited United Kingdom Vangent Puerto Rico, Inc. 100% Puerto Rico ViPS, Inc. 100% United States General Dynamics International Corporation 100% United States General Dynamics Land Systems, Inc. 100% United States AV Technology, LLC 100% United States Dynamic Sustainment, Inc. 100% United States General Dynamics Land Systems Customer 100% Service United & Support StatesCompany General Dynamics Support Services Company 100% United States General Dynamics Land Systems International, 100% Inc. United States General Dynamics Robotic Systems, Inc.100% United States

G.T. Devices, Inc. 100% United States Plane 79, LLC 100% United States General Dynamics Marine Systems, Inc. 100% United States General Dynamics NASSCO Holding LLC 100% United States Earl Industries, L.L.C. 100% United States General Dynamics Ordnance and Tactical 100% Systems, United Inc. States EBV Explosives Environmental Company100% United States General Dynamics Ordnance and Tactical 100% Systems United - Simunition States Operations, Inc. General Dynamics OTS (Aerospace), Inc. 100% United States General Dynamics OTS (California), Inc. 100% United States General Dynamics OTS (DRI), Inc. 100% United States General Dynamics OTS (Global), Inc. 100% United States General Dynamics OTS (Niceville), Inc. 100% United States General Dynamics OTS (Orlando), Inc. 100% United States General Dynamics OTS (Pennsylvania), Inc. 100% United States St. Marks Powder, Inc. 100% United States General Dynamics Properties, Inc. 100% United States General Dynamics Shared Resources, Inc. 100% United States General Dynamics Worldwide Holdings, Inc. 100% United States GD Brazil Holdings LLC 100% United States General Dynamics AIS Australia Pty Ltd 100% Australia Mediaware International Pty Ltd 100% Australia General Dynamics Land Systems - Canada 100% Corporation Canada General Dynamics Land Systems - Canada 100% Global Canada Services Inc. General Dynamics Land Systems - Canada 100% International Canada Services Inc. General Dynamics Land Systems - Canada 100% Services, Canada Inc. General Dynamics Ordnance and Tactical 100% Systems Canada - Canada Inc. Expro Finance, Inc. 100% Canada General Dynamics Ordnance and Tactical 100% Systems Canada - Canada Valleyfield Inc. General Dynamics Canada Ltd. 100% Canada General Dynamics European Holdings B.V. 100% Netherlands Anteon Limited 100% United Kingdom General Dynamics European Land Systems, 100% S.L. Spain General Dynamics European Land Systems 100% GmbH Austria General Dynamics European Land Systems 100% - MOWAG Switzerland GmbH GD European Land Systems - Steyr GmbH 100% Austria Steyr-Daimler-Puch Spezialfahrzeug Schweiz 100% GmbH Switzerland Steyr-Daimler-Puch SSF de Venezuela, C.A. 100% Venezuela Steyr Spezialfahrzeug AG de Venez., C.A. 100% Venezuela General Dynamics Limited 100% United Kingdom General Dynamics United Kingdom Limited 100% United Kingdom Kylmar (Holdings) Limited 100% United Kingdom Kylmar (KMC) Limited 100% United Kingdom Kylmar (Australasia) Pty Limited 100% Australia General Dynamics Itronix Europe Ltd. 100% United Kingdom Jet Aviation Holding AG 100% Switzerland Jet Aviation AG 100% Switzerland Blue Shadow Cruising Ltd. 100% Gibraltar Jet Aviation (Asia Pacific) Pte. Ltd. 100% Singapore Jet Aviation (Bermuda) Ltd. 100% Bermuda Jet Aviation (Hong Kong) Ltd. 100% Hong Kong Jet Aviation (Malaysia), SDN., BHD 100% Malaysia

Jet Aviation (UK) Ltd. 100% United Kingdom Jet Aviation Business Jets AG 100% Switzerland Jet Aviation Business Jets (Hong Kong) Ltd. 100% Hong Kong Jet Aviation Flugzeugwartung GmbH 100% Germany Jet Aviation France SAS 100% France Jet Aviation Management AG 100% Switzerland Jet Aviation Business Jets FZCO 100% United Arab Emirates OOO Jet Aviation 100% Russia Jet Professionals International AG 100% Switzerland Page Europa SRL 100% Italy Pagetel Sistem Muhendisligi Sanayi Ve Ticaret 100% Limited Turkey Sirketi Vertex Antennentechnik GmbH 100% Germany General Dynamics Land Systems - Australia 100% Pty. Ltd. Australia General Dynamics Systems Australia Pty. 100% Ltd. Australia Gulfstream Aerospace Corporation (Delaware) 100% United States Gulfstream Aerospace Corporation (Georgia) 100% United States Gulfstream Aerospace (Middle East) Limited 100% Cyprus Gulfstream International Corporation 100% United States Gulfstream Aerospace, Ltd. 100% United Kingdom Gulfstream Leasing, LLC 100% United States Gulfstream Aerospace Corporation (California) 100% United States Gulfstream - California, Inc. 100% United States Weco, LLC 100% United States Gulfstream Aerospace Corporation (Oklahoma) 100% United States Gulfstream Aerospace Corporation of Texas 100% United States Gulfstream Aerospace Services Corporation 100% United States Gulfstream 100 Holdings LLC 100% United States Gulfstream Aerospace, LLC 100% United States Gulfstream Aerospace LP 100% United States Gulfstream Product Support Corporation 100% United States Gulfstream Tennessee Corporation 100% United States Interiores Aereos S.A. de C.V. 100% Mexico Jet Aviation International, Inc. 100% United States Jet Aviation Holdings USA, Inc. 100% United States Jet Aviation Flight Services, Inc. 100% United States Jet Aviation Private Fleet, LLC 100% United States Jet Professionals, LLC 100% United States Jet-Pro PEO, LLC 100% United States Jet Aviation of America, Inc. 100% United States Jet Aviation Brazil Holdings, Inc. 100% United States Jet Aviation do Brasil Servicos de Suporte 100% e Manutencao Brazil a Aeronaves Ltda. Jet Aviation Houston, Inc. 100% United States Ultrabright Aircraft Detailing, Inc. 100% United States Jet Aviation/Palm Beach, Inc. 100% United States Jet Aviation Associates, Ltd. 100% United States Jet Aviation Teterboro, LP 100% United States Jet Aviation Texas, Inc. 100% United States Jet Aviation Engineering Management, Inc. 100% United States Jet Aviation Consulting Services L.P. 100% United States Jet Aviation St. Louis, Inc. 100% United States Jet Aviation Savannah Holding, LLC 100% United States Savannah Air Center, LLC 100% United States

Material Service Resources Company, LLC 100% United States Capital Resources Development Company 100% United States Century Mineral Resources, Inc. 100% United States Freeman United Coal Mining Company, LLC 100% United States Midwest Properties Sales, LLC 100% United States Southern Illinois Recovery, Inc. 100% United States Metro Machine Corp. 100% United States NASSCO Holdings Incorporated 100% United States International Manufacturing Technologies, 100% Inc. United States Tecnologias Internacionales de Manufactura 100% S.A. Mexico de C.V. National Steel and Shipbuilding Company 100% United States Patriot I Shipping Corp. 100% United States Patriot II Shipping Corp. 100% United States Patriot IV Shipping Corp. 100% United States Santa Barbara Sistemas S.A. 100% Spain General Dynamics European Land Systems 100% - Germany Germany GmbH ASCOD A.I.E. 100% Spain AxleTech do Brasil - Systmas Automotivos, 100% Ltd. Brazil ELCS-CZ s.r.o. 100% Czech Republic Defendia CZ s.r.o. 100% Czech Republic General Dynamics Global Force, LLC 100% United States General Dynamics One Source, LLC 100% United States GM GDLS Defense Group, LLC 100% United States General Dynamics Corporation India Private 100% Limited India Force Dynamics, LLC 100% United States Proyectos Prohumane Mexico, S.A. de C.V. 100% Mexico Vangent Servicos de Mexico, S.A. de C.V. 100% Mexico

Long Term Debt Dec. 31, 2012, $3,909,000,000 (including current portion of $1,000,000) comprised of: -- 01 -- $3,882,000,000 fixed-rate notes, bearing interest at rates ranging from 1.375% to 3.6%, due from Jan. 2015 to Nov. 2042. -- 02 -- $27,000,000 other long-term debt, varios interest rates. Line of Credit: Co. has $2,000,000,000 in bank credit facilities that provide backup liquidity to its commercial paper program. These credit facilities include a $1,000,000,000 multi-year facility expiring in July 2013 and a $1,000,000,000 multi-year

facility expiring in July 2016. These facilities are required by rating agencies to support Co.'s commercial paper issuances. Co. may renew or replace, in whole or in part, these credit facilities at or prior to their expiration. Co.'s commercial paper issuances and the bank credit facilities are guaranteed by several of Co.'s 100-percent-owned subsidiaries. Co.'s financing arrangements contain a number of customary covenants and restrictions. Co. was in compliance with all material covenants on Dec. 31, 2012. For details see below.

Capital Structure Abbreviation Com

Description Structure Type Exchange Ticker Com Common NYS GD

Market Cap 24,709,200,130

Business Segments Business Analysis Report Date Currency Scale Aerospace Combat Systems Marine Systems Info Systems & Technology Total Revenues Operating Income 12/31/201212/31/201112/31/201012/31/200912/31/200812/31/2012 USD USD USD USD USD USD Millions Millions Millions Millions Millions Millions 6,912 5,998 5,299 5,171 5,512 858 7,992 8,827 8,878 9,645 8,194 663 6,592 6,631 6,677 6,363 5,556 750 10,017 11,221 11,612 10,802 10,038 (1,369) 31,513 32,677 32,466 31,981 29,300 902

Geographic Analysis

Revenues Report Date 12/31/2012

Currency Scale United States Canada Other North America United Kingdom Switzerland Russia Spain Other Europe China Other Asia/Pacific Africa/Middle East South America Total

USD Millions 25,004 878 165 1,027 679 548 288 534 876 541 713 260 31,513

Report Date Currency Scale United States Canada Other North America United Kingdom Switzerland Spain Other Europe China Other Asia/Pacific Africa/Middle East South America Total

12/31/2011 USD Millions 26,401 806 39 857 582 405 1,113 929 555 672 318 32,677

Report Date Currency Scale United States Canada Other North America United Kingdom Switzerland Spain Other Europe Asia/Pacific Africa/Middle East South America Total

12/31/2010 USD Millions 26,488 854 281 802 648 450 929 1,115 569 330 32,466

Report Date Currency Scale United States Canada Other North America United Kingdom Switzerland Spain Other Europe Asia/Pacific

12/31/2009 USD Millions 26,017 760 33 614 748 529 1,226 1,154

Africa/Middle East South America Total

637 263 31,981

Report Date Currency Scale United States Canada Other North America United Kingdom Spain Other Europe Asia/Pacific Africa/Middle East South America Total

12/31/2008 USD Millions 24,203 719 241 842 662 1,454 545 508 126 29,300

Pricing Information
Closing Price As of 03/15/2013 : 69.91

Dividend Yield 3.5903

Earning Per Share(TTM) -0.94

Dividend Per Share(TTM) 2.51

Market Cap(mil) 24,709

52 Week Range N/A - N/A

PE Ratio N/A

% Price Change (100 Days) 4.05

Company Financials
Income Statement Exchange rate used is that of the Year End reported date

Prelims Annual Income Statement Report Date Currency 12/31/201 1 USD 12/31/201 0 USD 12/31/200 9 USD

Audit Status

Not Qualified

Not Qualified

Not Qualified Yes Millions 31,981 3,675 3,513 2,407 (13) 2,394 385.5 387.9 6.24 (0.03) 6.21 6.2 (0.03) 6.17

Consolidated Yes Yes Scale Millions Millions Total revenues 32,677 32,466 Net sales Cost of Goods Sold Operating earnings (loss) 3,826 3,945 Earnings (loss) from continuing operations before 3,718 income taxes 3,790 Provision (credit) for income taxes, net Earnings (loss) from continuing operations 2,552 2,628 Discontinued operations, net of tax Total discontinued operations (26) (4) Net earnings (loss) 2,526 2,624 Weighted average shares outstanding-basic 364.1 381.2 Weighted average shares outstanding-diluted 367.5 385.2 Year end shares outstanding Earnings (loss) per share from continuing operations 7.01 - basic 6.89 Earnings (loss) per share from discontinued operations - basic Earnings (loss) per share from discontinued (0.07) operations - basic (0.01) Net earnings (loss) per share - basic 6.94 6.88 Earnings (loss) per share from continuing operations 6.94 - diluted 6.82 Earnings (loss) per share from discontinued (0.07) operations - diluted (0.01) Net earnings (loss) per share - diluted 6.87 6.81

Balance Sheet Exchange rate used is that of the Year End reported date

Prelims Annual Balance Sheet Report Date Currency Audit Status

12/31/200 8 USD Unaudite d Yes Millions 28,373 10,053

12/31/200 7 USD Unaudite d Yes Millions 25,733 11,768

12/31/200 5 USD Not Qualified Yes Millions 8,145

Consolidated Scale Total assets Total shareholders' equity

Cash Flows

Exchange rate used is that of the Year End reported date

There is no Prelims Annual financial information available for this company at present.

Ratios Exchange rate used is that of the Year End reported date

Profitability Ratios ROA % (Net) ROE % (Net) ROI % (Operating) EBITDA Margin % Calculated Tax Rate % Revenue per Employee Liquidity Ratios Quick Ratio Current Ratio Net Current Assets % TA Debt Management LT Debt to Equity Total Debt to Equity Interest Coverage Asset Management Total Asset Turnover Receivables Turnover Inventory Turnover Accounts Payable Turnover Accrued Expenses Turnover Property Plant & Equip Turnover Cash & Equivalents Turnover Per Share Cash Flow per Share Book Value per Share

12/31/201 2 (0.96) (2.69) 5.12 4.18 161.37 340,856 12/31/201 2 1.07 1.35 12.02 12/31/201 2 0.34 0.34 5.34 12/31/201 2 0.91 3.35 10.39 11.72 18.35 9.4 10.57 12/31/201 2 7.58 32.2

12/31/201 1 7.49 19.03 22.72 13.62 31.36 343,607 12/31/201 1 1.1 1.38 12.11 12/31/201 1 0.3 0.3 27.13 12/31/201 1 0.97 3.56 12.01 11.61 20.05 10.45 12.42 12/31/201 1 8.89 37.12

12/31/201 0 8.25 20.39 24.05 13.91 30.66 360,733 12/31/201 0 1.01 1.27 9.25 12/31/201 0 0.18 0.24 25.13 12/31/201 0 1.02 3.85 12.4 12.73 20.76 11.04 13.32 12/31/201 0 7.83 35.79

Executives
Officers Phebe N. Novakovic Phebe N. Novakovic, was elected as President and Chief Operating Officer of General Dynamics Corporation on May 2, 2012. Ms. Novakovic assumed the position of Chairman and Chief Executive Officer of General Dynamics Corporation, effective January 1, 2013. Ms. Novakovic served as Executive Vice President, Marine Systems, from May 2010 until May 2012; Senior Vice President, Planning & Development of General Dynamics Corporation, July 2005 - May 2010; Vice President of Strategic Planning of General Dynamics from October 2002 to July 2005; Staff Vice President of General Dynamics from May 2002 to October 2002; Director of Strategic Planning & Development, of General Dynamics, from May 2001 to May 2002. She is also a current Director of Abbott Laboratories. Title Tenure Total Compensation Education John P. Casey John P. Casey, is the Executive Vice President, Marine Systems of General Dynamics Corp. Prior to that, he was Vice President of General Dynamics Corporation and President of Electric Boat : : : : President 11 Age : $5,243,606%Change : -

55 0.29

Corporation since October 2003. He was a Vice President of Electric Boat Corporation, a subsidiary of General Dynamics, from October 1996 to October 2003.

Title Tenure Total Compensation Education David K. Heebner David K. Heebner, has been Executive Vice President, Combat Systems of General Dynamics Corporation since May 2010. Mr. Heebner been appointed Executive Vice President and Group Executive of General Dynamics Corporation's Information Systems and Technology Group effective March 6, 2013. Mr. Heebner was appointed a Director and as a Vice President of Force Protection Inc. on December 19, 2011.

: : : :

Executive Vice President 10 Age : $%Change : -

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Mr. Heebner served as Executive Vice President, Marine Systems of General Dynamics, January 2009 ? May 2010; Senior Vice President, May 2002 ? January 2009; President of General Dynamics Land Systems, July 2005 ? October 2008; Senior Vice President, Planning and Development, May 2002 ? July 2005; Vice President, Strategic Planning of General Dynamics, January 2000 ? May 2002.

Title Tenure Total Compensation Education Joseph T. Lombardo

: : : :

Executive Vice President 13 Age : $4,546,561%Change : -

68 0.04

Joseph T. Lombardo, serves as Executive Vice President, Aerospace and President of Gulfstream Aerospace Corporation, a subsidiary of General Dynamics Corp., since April 2007; President of Gulfstream Aerospace Corporation, April 2007 ? September 2011; Vice President of General Dynamics Corp. and Chief Operating Officer of Gulfstream Aerospace Corporation, from May 2002 to April 2007. Title Tenure Total Compensation Education Mark C. Roualet Mark C. Roualet, became as Executive Vice President and Group Executive of the Combat Systems Group effective March 6, 2013. Mr. Roualet has served as Vice President of General Dynamics Corp. and President of General Dynamics Land Systems since October 2008. Mr. Roualet has served as President of Force Protection Inc. since December 19, 2011. Mr. Roualet served as Senior Vice President and Chief Operating Officer of General Dynamics Land Systems, July 2007 ? October 2008; Senior Vice President ? Ground Combat Systems of General Dynamics Land Systems, March 2003 ? July 2007. : : : : Executive Vice President 11 Age : $%Change : -

65 -

Title Tenure Total Compensation Education Gregory S. Gallopoulos

: : : :

Executive Vice President 10 Age : $%Change : -

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Gregory S. Gallopoulos, was appointed as a Director and Vice President of Force Protection Inc. on December 19, 2011. He has been Senior Vice President, General Counsel and Secretary of General Dynamics Corp. since January 2010; Vice President and Deputy General Counsel of General Dynamics, July 2008 ? January 2010; Prior to General Dynamics, Mr. Gallopoulos was Managing Partner of

Jenner & Block LLP, January 2005 ? July 2008. Title Tenure Total Compensation Education Robert W. Helm Robert W. Helm, has been Senior Vice President, Planning & Development for General Dynamics Corporation since May 2010. Prior to General Dynamics, Mr. Helm served as Vice President, Government Relations of Northrop Grumman Corporation from August 1989 until April 2010. Title Tenure Total Compensation Education Walter M. Oliver Walter M. Oliver, Senior Vice President, Human Resources and Administration of General Dynamics Corporation, since March 2002; Vice President, Human Resources and Administration of General Dynamics : : : : Senior Vice President 3 Age : $775,000 %Change : : : : : Senior Vice President 5 Age : $%Change : -

53 -

61 -0.78

from January 2001 to March 2002.

Title Tenure Total Compensation Education L. Hugh Redd L. Hugh Redd, has been Senior Vice President and Chief Financial Officer of General Dynamics Corporation since June 2006; Vice President and Controller of General Dynamics Land Systems, a subsidiary of General Dynamics, from January 2000 to June 2006. Mr. Redd has served as a Director and as a Vice President of Force Protection Inc. since December 19, 2011. Title Tenure Total Compensation Education Gary L. Whited Gary L. Whited, was appointed as Vice President of General Dynamics Corporation and President, General Dynamics Land Systems on March 6, 2013. Title Tenure Total Compensation Education Jason W. Aiken Jason W. Aiken, was named Chief Financial Officer of General Dynamics Corporation's subsidiary, Gulfstream Aerospace Corporation, on September 1, 2011. Mr. Aiken was Vice President and Controller of General Dynamics Corporation effective April 1, 2010 until September 1, 2011. Mr. Aiken a CPA in the Commonwealth of Virginia, joined General Dynamics in June 2002 as a Director of Consolidation

: : : :

Senior Vice President 12 Age : $1,081,462%Change : -

67 0.11

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Senior Vice President 13 Age : $4,895,882%Change : -

55 0.01

: : : :

Vice President Age : $%Change : -

Accounting. Mr. Aiken became Staff Vice President of Accounting in July 2006. Prior to joining General Dynamics, Mr. Aiken was an Audit Manager with Arthur Andersen LLP. Mr. Aiken holds a Bachelor?s degree in Business Administration and Accounting from Washington and Lee University, and a Master?s of Business Administration from Northwestern University. Title Tenure Total Compensation Education Larry R. Flynn Larry R. Flynn, serves as Vice President of General Dynamics Corporation and President of its subsidiary, Gulfstream Aerospace Corporation since September 2011; Vice President of General Dynamics and Senior Vice President, Marketing and Sales of Gulfstream Aerospace Corporation, July 2008 ? September 2011; President, Product Support of Gulfstream Aerospace Corporation, May 2002 ? June 2008. : : : : Vice President 3 Age : $%Change : -

40 -

Title Tenure Total Compensation Education S. Daniel Johnson S. Daniel Johnson, Vice President of General Dynamics Corp. and President of General Dynamics Information Technology since April 2008; Executive Vice President of General Dynamics Information

: : : :

Vice President 11 Age : $%Change : -

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Technology, July 2006 ? March 2008; Executive Vice President and Chief Operating Officer of Anteon Corporation, August 2003 ? June 2006. Title Tenure Total Compensation Education Kimberly A. Kuryea Kimberly A. Kuryea, has served as Vice President and Controller of General Dynamics Corporation since September 1, 2011. Ms. Kuryea served as Chief Financial Officer of General Dynamics Corporation's subsidiary, General Dynamics Advanced Information Systems, November 2007 ? August 2011; Staff Vice President of Internal Audit for General Dynamics Corporation from March 2004 to October 2007. : : : : Vice President 7 Age : $%Change : -

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Ms. Kuryea holds a Bachelor?s degree in Accounting from Georgetown University and a Master?s of Business Administration from Duke University.

Title Tenure Total Compensation Education Christopher Marzilli Christopher Marzilli, Vice President of General Dynamics Corporation and President of General Dynamics C4 Systems since January 2006; Senior Vice President and Deputy General Manager of General

: : : :

Vice President 9 Age : $%Change : -

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Dynamics C4 Systems, from November 2003 to January 2006; Vice President and General Manager, General Dynamics Communications Systems, from September 1999 to November 2003.

Title Tenure Total Compensation Education Lewis F. Von Thaer Lewis F. Von Thaer, has been Vice President of General Dynamics Corporation and President of General Dynamics Advanced Information Systems since March 2005; Senior Vice President, Operations, of General Dynamics Advanced Information Systems from November 2003 to March 2005; Vice President of General Dynamics Advanced Information Systems from October 2001 to November 2003.

: : : :

Vice President 14 Age : $%Change : -

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Title Tenure Total Compensation Education Jay L. Johnson - Inactive (Retired) Retired Admiral Jay L. Johnson, U.S. Navy, has been Chairman of General Dynamics Corporation since May 2010, and Chief Executive Officer since July 2009. Admiral Johnson had been President of General Dynamics since July 2009. Admiral Johnson has served on the Board of Directors of General Dynamics since 2003 and was Vice-Chairman of General Dynamics from September 2008 to July 2009. Admiral

: : : :

Vice President 12 Age : $%Change : -

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Johnson has been a Director of United Services Automobile Association since 2000. Admiral Johnson retired as the Chairman and Chief Executive Officer of General Dynamics Corporation effective December 31, 2012. Admiral Johnson was Chief Executive Officer of Dominion Virginia Power, a subsidiary of Dominion Resources Inc. from October 2007 to June 2008. He was Executive Vice President of Dominion Resources, Inc. from December 2002 to June 2008; President and Chief Executive Officer of Dominion Delivery from December 2002 to October 2007. He was Senior Vice President of Dominion Energy, Inc. from 2000 to 2002. A U.S. Naval Academy graduate and carrier aviator, he culminated a 32year Naval career with service as 26th Chief of Naval Operations and as a member of the Joint Chiefs of Staff from 1996 to 2000. Title Tenure Total Compensation Education : : : :

10 Age : $18,010,762 %Change : -

66 0.12

Nicholas D. Chabraja - Inactive (Retired) Nicholas D. Chabraja, has been Chairman and a Director of Tower International, Inc., since 2010. Mr. Chabraja has been a Director of General Dynamics, a defense industry contractor, since 1994. Mr. Chabraja was Chairman and Chief Executive Officer of General Dynamics from 1997 to June 2009. Mr. Chabraja served General Dynamics as Non-Executive Chairman from 2009 to May 2010. Previously, Mr.

Chabraja had been Vice Chairman of General Dynamics. Mr. Chabraja joined General Dynamics in 1993 as Senior Vice President and General Counsel. From 1994 to 1996, Mr. Chabraja was an Executive Vice President of General Dynamics, with Tower International, Inc.?s strategic planning, finance, legal and investor relations functions reporting to him. Mr. Chabraja has served as a Director of Northern Trust Corporation since 2007. Prior to joining General Dynamics, Mr. Chabraja was a Senior Partner in the Chicago law firm of Jenner & Block. Mr. Chabraja previously served as a Director of Ceridian Corporation from 2001 to 2007 (and as a Director of Ceridian Corporation?s predecessor from 1998-2001). Title Tenure Total Compensation Education : : : :

19 Age : $243,017 %Change : -

70 0

Gerard J. DeMuro - Inactive (Retired) Gerard J. DeMuro, served as Executive Vice President, Information Systems and Technology of General Dynamics Corporation, from October 2003 until February 28, 2013. Mr. DeMuro served as Vice President of General Dynamics Corporation, from February 2000 to October 2003; President of General Dynamics C4 Systems, from August 2001 to October 2003. Title Tenure Total Compensation Education : : : :

13 Age : $4,638,773%Change : -

57 -0.03

Arthur J. Veitch - Inactive (Not Reported)

Arthur J. Veitch, Executive Vice President, Combat Systems, March 2002 - 2005; Senior Vice President and Group Executive, Combat Systems, September 1999 ? March 2002; Vice President of General Dynamics Corp. and President of General Dynamics Land Systems, February 1997 ? September 1999; Vice President and Senior Operating Officer of General Dynamics Land Systems, August 1995 ? February 1997. Title Tenure Total Compensation Education : : : : Executive Vice President 18 Age : $1,506,679%Change : -

67 -0.1

Bryan T. Moss - Inactive (Resigned) Bryan T. Moss, was appointed a Director of RTI International Metals, Inc. on June 1, 2008. Mr. Moss served as President Emeritus of Gulfstream Aerospace (a subsidiary of General Dynamics Corporation) from April 2007 until his retirement in March 2008, and prior to that, served for four years as President of Gulfstream Aerospace and Executive Vice President, Aerospace Group, General Dynamics Corporation. Mr. Moss is serving as a consultant to General Dynamics, and is a member of the International Board of the U.S./Middle East Project, and has served on the U.S.Japan Business Council, the U.S.-China Business Council and the U.S.-Hong Kong Business Council. He is also a member of the Georgia Tech Advisory Board. Title Tenure Total Compensation Education : : : : Executive Vice President 18 Age : $2,172,110%Change : -

72 0.28

Michael W. Toner - Inactive (Not Reported) Michael W. Toner, was Executive Vice President, Marine Systems of General Dynamics Corporation from March 2003 to 2009; Vice President of General Dynamics Corporation and President of Electric Boat Corporation from January 2000 to March 2003. Title Tenure Total Compensation Education : : : : Executive Vice President 13 Age : $%Change : -

68 -

W. William Boisture - Inactive (Not Reported) W. William Boisture, Jr., served as Executive Vice President and Group Executive, Aerospace of General Dynamics Corporation since July 1999; President of Gulfstream Aerospace Corporation since March 2002; President and Chief Operating Officer, Gulfstream Aerospace Corporation December 1998 ? March 2002; Executive Vice President, Gulfstream Aerospace Corporation February 1994 ? December 1998.

Title Tenure Total Compensation Education

: : : :

Executive Vice President 19 Age : $%Change : -

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Gordon R. England - Inactive (Retired) Gordon R. England, he is President of E6Partners, LLC, a company dedicated to facilitating international business. He served as a Director of CACI International Inc. from August 12, 2009 to

November 2011. Mr. England served as Deputy Secretary of Defense from May 2005 to February 2009. Mr. England also twice served as Secretary of the Navy in the George W. Bush administration. Prior to his government service, Mr. England was an Executive Vice President at General Dynamics, overseeing its information and international sectors. Before this, he was President of Lockheed Fort Worth Co., where he was responsible for all domestic and international aircraft programs, including the F-16 fighter. He began his career at Honeywell, where he was an engineer on the Project Gemini space program. Title Tenure Total Compensation Education Charles M. Hall - Inactive (Retired) Charles M. Hall, served as Executive Vice President, Combat Systems of General Dynamics Corp., since July 2005; Vice President of General Dynamics Corp. and President of General Dynamics Land Systems, from September 1999 to July 2005. Mr. Hall retired from General Dynamics Corp. effective May 1, 2010. Title Tenure Total Compensation Education : : : : Executive Vice President 14 Age : $325,000 %Change : : : : : Executive Vice President 16 Age : $%Change : -

76 -

61 -0.93

David A. Savner - Inactive (Resigned)

David A. Savner, serves as a Director on Engility Holdings, Inc's Board of Directors and as chair of the Nominating/Corporate Governance Committee. Mr. Savner is a partner with the law firm of Jenner & Block LLP, and a member of its corporate practice. Prior to rejoining Jenner & Block, Mr. Savner was senior vice president, general counsel, and secretary of General Dynamics from 1999

to 2009. Prior to joining General Dynamics, Mr. Savner was a partner of Jenner & Block, and chair of its corporate practice. Mr. Savner received a Bachelor of arts from Northwestern University School of Law. Title Tenure Total Compensation Education : : : : Senior Vice President 15 Age : $4,127,146%Change : -

68 0.09

Michael J. Mancuso - Inactive (Retired) Michael J. Mancuso, has been a Director of SPX Corporation since March 2005. He is also a Director of CACI International Inc., and LSI Logic Corporation. Mr. Mancuso served as a Director of The Shaw Group Inc. from August 17, 2006 to February 2013. Mr. Mancuso served as the Vice President and Chief Financial Officer of Computer Sciences Corp. (CSC), from December 1, 2008 to March 30, 2012. Prior to joining CSC, Mr. Mancuso is the retired Senior Vice President and Chief Financial Officer of General Dynamics Corporation, 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. He joined General Dynamics in 1993 as Vice President and Chief Financial Officer for General Dynamics Land Systems, Inc., and was promoted to Vice President and Chief Financial Officer in 1994. His background also includes 21 years with General Electric. Before joining General Dynamics, Mr. Mancuso spent seven years with United Technologies. Priorto, Mr. Mancuso served in the capacities of Vice President and Chief Financial Officer of the Commercial Engineering Business at Pratt and Whitney Group. Mr. Mancuso holds a Bachelor's degree in Business from Villanova University and a Master's degree in Business Administration from Eastern College. Title Tenure Total Compensation Education : : : : Senior Vice President 19 Age : $1,523,840%Change : -

70 -0.35

John W. Schwartz - Inactive (Retired) John W. Schwartz, has been Vice President and Controller of General Dynamics Corporation since March 1998. Mr. Schwartz will retired on April 1, 2010. Title Tenure Total Compensation Education : : : : Vice President 15 Age : $%Change : -

56 -

Mark A. Fried - Inactive (Not Reported)

Mark A. Fried, Vice President of General Dynamics Corp., October 2001 - 2006; President of General Dynamics C4 Systems, November 2003 to 2006; President of General Dynamics Decision Systems, October 2001 ? November 2003; Vice President and General Manager of the Integrated Information Systems Group of Motorola, Inc., January 1997 ? October 2001. Title Tenure Total Compensation Education : : : : Vice President 12 Age : $%Change : -

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Michael E. Chandler - Inactive (Retired) Michael E. Chandler, served as Vice President of General Dynamics Corporation and President of General Dynamics Information Technology from October 2001 until his retirement, effective March 31, 2008. Title Tenure Total Compensation Education : : : : Vice President 12 Age : $%Change : -

68 -

Directors Nicholas D. Chabraja Nicholas D. Chabraja, has been Chairman and a Director of Tower International, Inc., since 2010. Mr. Chabraja has been a Director of General Dynamics, a defense industry contractor, since 1994. Mr. Chabraja was Chairman and Chief Executive Officer of General Dynamics from 1997 to June 2009. Mr. Chabraja served General Dynamics as Non-Executive Chairman from 2009 to May 2010. Previously, Mr.

Chabraja had been Vice Chairman of General Dynamics. Mr. Chabraja joined General Dynamics in 1993 as Senior Vice President and General Counsel. From 1994 to 1996, Mr. Chabraja was an Executive Vice President of General Dynamics, with Tower International, Inc.?s strategic planning, finance, legal and investor relations functions reporting to him. Mr. Chabraja has served as a Director of Northern Trust Corporation since 2007. Prior to joining General Dynamics, Mr. Chabraja was a Senior Partner in the Chicago law firm of Jenner & Block. Mr. Chabraja previously served as a Director of Ceridian Corporation from 2001 to 2007 (and as a Director of Ceridian Corporation?s predecessor from 1998-2001). Title Tenure Total Compensation Education James S. Crown James S. Crown, has served as a Director of JPMorgan Chase & Co. since 2004. Mr. Crown joined Henry Crown and Company (a privately owned investment company which invests in public and private securities, real estate and operating companies) in 1985 as Vice President, and later, became President in 2003. Mr. Crown is also a Director of General Dynamics Corporation (since 1987) and Sara Lee Corporation (since 1998). He is Chairman of the Board of Trustees for the University of Chicago Medical Center and a Trustee of the Museum of Science and Industry, and is a Trustee of the Aspen : : : : Director 19 Age : $243,017 %Change : -

70 0

Institute, the University of Chicago and of the Chicago Symphony Orchestra. He is a Member of the American Academy of Arts and Sciences. Mr. Crown served as Chairman of Hillshire Brands on May 14, 2010 until January 28, 2011. He had been a Director of Bank One Corporation from 1991 until 2004; and Hillshire Brands (1998-2012). Mr. Crown earned a B.A. in 1976 from Hampshire College and received his Law degree in 1980 from Stanford University Law School.

Title Tenure Total Compensation Education Mary T. Barra Mary T. Barra, has been a Director of General Dynamics Corporation since March 15, 2011. Ms. Barra has been Senior Vice President of Global Product Development for General Motors Company (GM) since February 1, 2011. In that position, Ms. Barra leads the design, engineering, program management and quality of vehicles for the company's 11 brands around the world, and is a member of the company's Executive Committee. Ms. Barra serves on the Kettering University Board of Trustees and Inforum Center For Leadership Board of Directors. She is also a Member of the Cowdrick Group, HR Policy

: : : :

Lead Director 26 Age : $306,077 %Change : -

60 0.01

Association, and is Key Executive for Stanford University. Previously, since July 30, 2009, she was Vice President of Global Human Resources, leading GM's Human Resources Worldwide. Prior to that appointment, she was Vice President, Global Manufacturing Engineering. Ms. Barra has also held a number of engineering and staff positions, including plant manager, Detroit Hamtramck Assembly Plant; Executive Director of Competitive Operations Engineering; and General Director of Internal Communications for GM North America. Barra began her career with General Motors in 1980 as a General Motors Institute (Kettering University) co-op student at the Pontiac Motor Division.

Ms. Barra graduated with a Bachelor of Science degree in Electrical Engineering from Kettering University. In 1988, Barra received a GM fellowship to the Stanford Graduate School of Business. In 1990, she earned a Master's degree in Business Administration from the Stanford Graduate School of Business. Title Tenure Total Compensation Education William P. Fricks William P. Fricks, has been a Director of General Dynamics Corporation since 2003; Prior to General Dynamics, he was Chairman and Chief Executive Officer of Newport News Shipbuilding Inc. from : : : : Director 2 Age : $251,077 %Change : -

52 0.23

1997 to 2001; Chief Executive Officer and President of Newport News Shipbuilding Inc. from 1995 to 1996.

Title Tenure Total Compensation Education Paul G. Kaminski Dr. Paul G. Kaminski, has been a Director of General Dynamics Corporation since 1997; as well as Chairman and Chief Executive Officer of Technovation, Inc. (consulting) since 1997 Previously, Dr. Kaminski was Under Secretary of U.S. Department of Defense for Acquisition and Technology from 1994 to 1997. Dr. Kaminski was Senior Partner of Global Technology Partners, LLC (investment banking) from 1998 to 2010. Title Tenure Total Compensation Education John M. Keane General John M. Keane, (Ret.), has served as a Director of General Dynamics Corporation since 2004. Mr. Keane serves as a Director of M&F Worldwide Corp. and MetLife, Inc. General Keane served as a Director of Cyalume Technologies Holdings, Inc. (formerly known as Vector Intersect Security Acquisition Corp.) from December 19, 2008 until March 25, 2011. General Keane also served as a Director of M&F Worldwide from September 2008 until December 21, 2011.

: : : :

Director 10 Age : $277,017 %Change : -

66 0.02

: : : :

Director 16 Age : $263,017 %Change : -

70 0.02

Title Tenure Total Compensation Education Lester L. Lyles General Lester L. Lyles, U.S. Air Force, (Ret.), is a Trustee of Analytic Services Inc. and a Director of General Dynamics Corporation (since 2003), Precision Castparts Corp., Battelle Memorial Institute, USAA and KBR, Inc. General Lyles also is a Managing Partner of Four Seasons Ventures, LLC. General Lyles has been an independent Consultant since August 2003. General Lyles served as a Director of The Dayton Power and Light Company (DP& L) and DPL Inc. (DPL) its subsidiary from 2004 until November 28, 2011; Commander of Air Force Materiel Command from April 2000 to August 2003, and the 27th Vice Chief of Staff of the United States Air Force from 1999 to 2000. Title Tenure Total Compensation Education Phebe N. Novakovic Phebe N. Novakovic, was elected as President and Chief Operating Officer of General Dynamics Corporation on May 2, 2012. Ms. Novakovic assumed the position of Chairman and Chief Executive Officer of General Dynamics Corporation, effective January 1, 2013. Ms. Novakovic served as Executive Vice President, Marine Systems, from May 2010 until May 2012; Senior Vice President, Planning &

: : : :

Director 9 Age : $251,017 %Change : -

70 0.03

: : : :

Director 10 Age : $261,077 %Change : -

66 -0

Development of General Dynamics Corporation, July 2005 - May 2010; Vice President of Strategic Planning of General Dynamics from October 2002 to July 2005; Staff Vice President of General Dynamics from May 2002 to October 2002; Director of Strategic Planning & Development, of General Dynamics, from May 2001 to May 2002. She is also a current Director of Abbott Laboratories. Title Tenure Total Compensation Education William A. Osborn William A. Osborn, has been a Director of Caterpillar, Inc. since 2000. Mr. Osborn also serves as a Director of General Dynamics Corporation (since December 1, 2009); Abbott Laboratories; and Nicor Inc. Mr. Osborn formerly served as Chairman of Northern Trust Corporation (a multibank holding company) from October 1995 to November 2009; Chief Executive Officer of Northern Trust Corporation from 1995 to 2007; and President of Northern Trust Corporation and The Northern Trust Company (banking services) from 2003 to 2006. He was a Director of Tribune Company, a public company until December 2007. Title Tenure Total Compensation Education Robert Walmsley : : : : Director 4 Age : $276,077 %Change : : : : : Director 11 Age : $5,243,606%Change : -

55 0.29

65 0.04

Retired Vice Admiral Robert Walmsley, Royal Navy (U.K.), has been a Director of General Dynamics Corporation since 2004. He has been a Director of EDO Corporation since February 2004. Mr. Walmsley serves as a Director of Cohort Plc, a U.K. defense contractor and Ultra Electronics plc. Mr. Walmsley was formerly Chief of Defense Procurement, United Kingdom Ministry of Defence (1996 to 2003). Senior Advisor at Morgan Stanley International Plc (investment banking); Director of British Energy Group Plc, Stratos Global Corporation, a Canadian communications company. Title Tenure Total Compensation Education : : : : Director 9 Age : $266,765 %Change : -

72 0.01

Jay L. Johnson - Inactive (Not Reported) Retired Admiral Jay L. Johnson, U.S. Navy, has been Chairman of General Dynamics Corporation since May 2010, and Chief Executive Officer since July 2009. Admiral Johnson had been President of General Dynamics since July 2009. Admiral Johnson has served on the Board of Directors of General Dynamics since 2003 and was Vice-Chairman of General Dynamics from September 2008 to July 2009. Admiral Johnson has been a Director of United Services Automobile Association since 2000. Admiral Johnson retired as the Chairman and Chief Executive Officer of General Dynamics Corporation effective

December 31, 2012. Admiral Johnson was Chief Executive Officer of Dominion Virginia Power, a subsidiary of Dominion Resources Inc. from October 2007 to June 2008. He was Executive Vice President of Dominion Resources, Inc. from December 2002 to June 2008; President and Chief Executive Officer of Dominion Delivery from December 2002 to October 2007. He was Senior Vice President of Dominion Energy, Inc. from 2000 to 2002. A U.S. Naval Academy graduate and carrier aviator, he culminated a 32year Naval career with service as 26th Chief of Naval Operations and as a member of the Joint Chiefs of Staff from 1996 to 2000. Title Tenure Total Compensation Education : : : :

10 Age : $18,010,762 %Change : -

66 0.12

James L. Jones - Inactive (Resigned) James L. Jones, is President of Jones Group International, a global consultancy, since 2011. He serves on the Boards of the Marine Corps Law Enforcement Foundation, the Center for Strategic and International Studies, the Atlantic Council of the United States, the EastWest Institute, and the Bi-Partisan Policy Council. Mr. Jones has served as a Director of General Dynamics Corporation since August 3, 2011. Mr. Jones intends to resign from the Board of Directors of General Dynamics Corporation effective January 1, 2013. Mr. Jones served as the National Security Advisor to the

President of the United States from January 2009 to November 2010. Previously, Mr. Jones was the United States? special envoy for Middle East regional security. Mr. Jones retired from the U.S. Marine Corps in 2007 after more than 40 years of service. From 1999 to 2003, he was the 32nd Commandant of the Marine Corps. After his service as commandant, Mr. Jones was Supreme Allied Commander, Europe (SACEUR), and Commander of the United States European Command (USEUCOM), positions he held until 2006. Mr. Jones holds a Bachelor of Science degree and an Honorary Doctorate of Letters from Georgetown University. Mr. Jones is also a graduate from the National War College. Title Tenure Total Compensation Education : : : :

2 Age : $244,017 %Change : -

69 1.65

George A. Joulwan - Inactive (Not Standing For Re-election) Retired General George A. Joulwan, has been a Director of General Dynamics Corporation since 1998. U.S. Army. President of One Team, Inc. (consulting) since 1999; Adjunct Professor at the National Defense University since 2000. Previously, Retired General Joulwan was Supreme Allied Commander, Europe, from 1993 to 1997; Commander-in-Chief, Southern Command, from 1992 to 1993; Olin Professor, National Security at the U.S. Military Academy at West Point from 1998 to 2000. Title Tenure : :

15

Age

73

Total Compensation Education

: :

$184,788 %Change : -

-0.28

J. Christopher Reyes - Inactive (Resigned) J. Christopher Reyes, was a Director of General Dynamics Corporation from December 5, 2007 to 2010. Mr. Reyes is Co-Chairman and one of the Founders of Reyes Holdings, L.L.C. of Rosemont, Illinois. Mr. Reyes is the Chairman of Children's Memorial Medical Center (Chicago, Ill.) and Vice Chair of the Chicago 2016 Olympic Committee. He is a Director of The Allstate Corporation, Northwestern Memorial Healthcare and the Museum of Science and Industry. He is a member of the Mayo Clinic Chicago Leadership Council, the Northwestern University Medical Affairs Committee, and the Boards of Trustees of Lake Forest Academy and the University of Notre Dame. Title Tenure Total Compensation Education : : : :

6 Age : $162,915 %Change : -

59 -0.27

Deborah J. Lucas - Inactive (Resigned) Dr. Deborah J. Lucas, served as a Director of General Dynamics Corporation from December 2005 until October 7, 2009. Dr. Lucas is the Donald C. Clark/Household International Distinguished Professor of Finance at Northwestern University's Kellogg School of Management since 1996; Chief Economist at the Congressional Budget Office from 2000 to 2001; Director of Anthracite Capital, Inc. since 2005 and Federal Home Loan Bank of Chicago. Title Tenure : :

Age

54

Total Compensation Education

: :

$225,162 %Change : -

0.03

Charles H. Goodman - Inactive (Not Standing For Re-Election) Charles H. Goodman, Vice Chairman of Henry Crown and Company (diversified investments) since 2002; Vice President of Henry Crown and Company from 1973 to 2002. He has been a Director of General Dynamics Corporation since 1991. Title Tenure Total Compensation Education : : : :

22 Age : $161,056 %Change : -

79 -0.26

Carl E. Mundy - Inactive (Not Standing For Re-Election) Retired General Carl E. Mundy, was a Director of Merck Sharp & Dohme Corp. (formerly known as Merck & Co., Inc.). General Mundy retired on November 3, 2009 in connection with the Merger. General Mundy is a Director of General Dynamics Corporation (since 1998) and Chairman of the Marine Corps University Foundation (since 1995). General Mundy had served as a Director of Schering-Plough Corporation from1995 until his retirement on May 18, 2009. General Mundy is the retired former Commandant of the Marine Corps. (from 1991 to 1995). General Mundy entered the Marine Corps in 1953. General Mundy held senior positions of operational command and toplevel management prior to appointment as Commandant and Joint Chiefs of Staff member in 1991. General Mundy led the Marine Corps and

served as military adviser to the President and Secretary of Defense from 1991 to 1995. Past member of the boards of advisors to the Comptroller General of the United States and the Navy League of the United States (from 2001 to 2007), and the Council on Foreign Relations. Past President of Worldwide Operations of the United Services Organization (from 1996 to 2000). Title Tenure Total Compensation Education : : : :

15 Age : $156,096 %Change : -

77 -0.28

Lester Crown - Inactive (Resigned) Lester Crown, Chairman of Henry Crown and Company (diversified investments) since 2002. President of Henry Crown and Company from 1973 to 2002. Director of Maytag Corporation. Director of General Dynamics Corp. from 1974 to 2006.

Title Tenure Total Compensation Education

: : : :

39 Age : $895,445 %Change : -

87 -

Commitees Audit Committee Carl Mundy James Crown John Keane Lester Lyles William Fricks Compensation Committee Charles Goodman James Crown Jay Johnson Lester Lyles William Fricks Corporate Governance & Nominating Committee

James Crown John Keane Robert Walmsley William Fricks Benefits & Finance Committee John Keane Paul Kaminski William Osborn

Executive Compensation

Officers

Phebe N. Novakovic
Compensation History Year Values in USD 2012 2011 Salary 944,166 620,000 Bonus 200,000 850,000 Stock Awards 1,699,440 760,070 Option Awards 1,702,324 1,519,928 Change in Pension Value & Non-Qualified Deferred 477,286 Comp. Earni 243,089 All Other Compensation 64,556 81,794 Total Compensation 5,087,772 4,074,881

John P. Casey

David K. Heebner
Compensation History Year Salary Bonus Stock Awards Values in USD 2012 680,000 905,000 1,271,079 2011 658,750 905,000 794,482 2010 620,000 825,000 726,071

Option Awards 1,272,650 1,589,258 Change in Pension Value & Non-Qualified Deferred 333,812 Comp. Earni 207,154 All Other Compensation 84,020 206,516 Total Compensation 4,546,561 4,361,160

1,455,213 344,427 167,094 4,137,805

Joseph T. Lombardo

Mark C. Roualet

Gregory S. Gallopoulos

Robert W. Helm
Compensation History Year Salary Bonus Stock Awards Option Awards All Other Compensation Total Compensation Values in USD 2010 373,333 775,000 1,789,534 642,346 18,975 3,599,188 2011 N/A 775,000 N/A N/A N/A 775,000

Walter M. Oliver
Compensation History Year Salary Values in USD 2003 350,000 2002 320,000 2001 300,000

Bonus Stock Awards Option Awards All Other Compensation Total Compensation

365,000 303,008 39,300 24,154 1,081,462

350,000 260,205 22,800 22,333 975,338

320,000 205,400 23,000 20,463 868,863

L. Hugh Redd
Compensation History Year Values in USD 2012 2011 Salary 781,250 755,000 Bonus 500,000 1,000,000 Stock Awards 1,298,063 823,658 Option Awards 1,297,901 1,648,258 Change in Pension Value & Non-Qualified Deferred 943,319 Comp. Earni 514,581 All Other Compensation 75,349 100,453 Total Compensation 4,895,882 4,841,950 2010 752,500 950,000 767,236 1,533,542 815,760 80,932 4,899,970

Gary L. Whited

Jason W. Aiken

Larry R. Flynn

S. Daniel Johnson

Kimberly A. Kuryea

Christopher Marzilli

Lewis F. Von Thaer

Directors

Nicholas D. Chabraja
Compensation History Year Values in USD 2009 2008 2007 Salary 700,000 1,375,000 1,300,000 Bonus 4,500,000 4,500,000 3,500,000 Other Annual Compensation/Fees N/A N/A N/A Stock Awards N/A 3,756,556 3,448,645 Option Awards N/A 7,512,980 6,900,825 Change in Pension Value & Non-Qualified Deferred 3,875,739 Comp. Earni 3,762,388 2,920,083 All Other Compensation 12,946,400404,603 414,788 Total Compensation 22,022,13921,311,52718,484,341

James S. Crown
Compensation History Year Other Annual Compensation/Fees Stock Awards Option Awards All Other Compensation Total Compensation Values in USD 2012 182,000 61,069 60,868 2,140 306,077 2011 178,500 40,397 81,537 2,140 302,574 2010 163,167 40,420 81,258 2,140 286,985

Mary T. Barra
Compensation History Year Other Annual Compensation/Fees Stock Awards Option Awards All Other Compensation Total Compensation Values in USD 2012 127,000 61,069 60,868 2,140 251,077 2011 80,500 40,122 81,206 1,624 203,452

William P. Fricks
Compensation History Year Other Annual Compensation/Fees Stock Awards Option Awards All Other Compensation Total Compensation Values in USD 2012 151,000 61,069 60,868 4,080 277,017 2011 147,500 40,397 81,537 3,110 272,544 2010 134,500 40,420 81,258 2,140 258,318

Paul G. Kaminski
Compensation History Year Other Annual Compensation/Fees Stock Awards Option Awards All Other Compensation Total Compensation Values in USD 2012 137,000 61,069 60,868 4,080 263,017 2011 133,500 40,397 81,537 3,110 258,544 2010 118,500 40,420 81,258 2,140 242,318

John M. Keane
Compensation History Year Other Annual Compensation/Fees Stock Awards Option Awards All Other Compensation Total Compensation Values in USD 2012 125,000 61,069 60,868 4,080 251,017 2011 119,000 40,397 81,537 3,110 244,044 2010 108,500 40,420 81,258 2,140 232,318

Lester L. Lyles
Compensation History Year Other Annual Compensation/Fees Stock Awards Option Awards All Other Compensation Total Compensation Values in USD 2012 137,000 61,069 60,868 2,140 261,077 2011 137,500 40,397 81,537 2,140 261,574 2010 122,000 40,420 81,258 2,140 245,818

Phebe N. Novakovic
Compensation History Year Values in USD 2012 2011 Salary 944,166 620,000 Bonus 200,000 850,000 Stock Awards 1,699,440 760,070 Option Awards 1,702,324 1,519,928 Change in Pension Value & Non-Qualified Deferred 477,286 Comp. Earni 243,089 All Other Compensation 64,556 81,794 Total Compensation 5,087,772 4,074,881

William A. Osborn
Compensation History Year Other Annual Compensation/Fees Stock Awards Option Awards All Other Compensation Total Compensation Values in USD 2012 152,000 61,069 60,868 2,140 276,077 2011 141,500 40,397 81,537 2,140 265,574 2010 120,500 40,420 81,258 2,140 244,318

Robert Walmsley
Compensation History Year Other Annual Compensation/Fees Stock Awards Option Awards All Other Compensation Total Compensation Values in USD 2012 139,000 61,069 60,868 5,828 266,765 2011 137,500 40,397 81,537 5,828 265,262 2010 124,500 40,420 81,258 4,080 250,258

Insider Holdings Holdings Summary Total Insiders Total Direct Shares Total Indirect Shares % Held By Insiders

58 4,634,007 32,731,766 1.31%

Filer's Name Kaminski Paul G Roualet Mark C. Lyles Lester L Johnson S. Daniel Novakovic Phebe N Chabraja Nicholas D Hugh Redd Walmsley Robert Flynn Larry R Marzilli Christopher Von Thaer Lewis Crown James S Keane John M Heebner David K Oliver Walter M Casey John Patrick Lombardo Joseph T Kuryea Kimberly A Poitras Kevin J Barra Mary T Helm Robert W Whited Gary L Osborn William A Fricks William P Gallopoulos Gregory S Demuro Gerard J Johnson Jay L Jones James L Joulwan George A Aiken Jason W Reyes J Christopher Hall Charles M Schwartz John W Savner David A Lucas Deborah J Goodman Charles H Mundy Carl E Jr

Relation Direct Date Direct Shares Indirect Date Indirect Shares Director 03/06/201324,036 09/26/20030 Executive Vice 03/06/201358,572 President 03/06/20137,625 Director 03/06/201311,360 12/15/20030 Vice President 03/06/201348,261 0 Chairman and 03/06/2013183,564 CEO, Director 03/06/20134,478 Director 03/06/2013592,834 03/06/2013359,700 Sr. V. P. & CFO 03/06/201380,198 03/06/201326,999 Director 03/06/201310,410 09/16/20040 Vice President 03/06/201357,783 02/03/20040 Vice President 03/06/201341,435 03/06/2013938 Vice President 03/06/201354,780 03/06/20131,202 Director 03/06/201353,126 03/06/201315,993,148 Director 03/06/20135,826 03/03/20040 Executive Vice 03/06/2013145,754 President 03/06/20135,346 Senior Vice03/06/201393,999 President 03/06/20136,767 Executive Vice 03/06/201390,518 President 06/20/201116,000 Executive Vice 03/06/2013146,841 President 01/02/20040 Vice President 03/06/201317,971 and Controller 03/06/20131,765 Vice President 03/06/201311,681 01/02/201312 Director 03/06/20133,217 03/15/20110 Senior Vice03/06/201350,810 President 05/05/20100 Officer 03/06/201310,890 0 Director 03/06/201312,850 0 Director 03/06/201335,876 09/26/20030 Senior VP, Gen. 03/06/201382,919 Counsel, Sec. 0 Executive Vice 01/02/2013131,252 President 01/02/201336,553 Chairman & 03/29/2012505,823 CEO, Director 03/29/2012768 Director 03/07/20121,110 08/03/20110 Director 06/14/201115,472 06/14/2011200 Vice President/Controller 03/02/20118,500 03/02/20119 Director 03/16/20104,039 03/05/20080 Executive Vice 03/04/2010131,050 President 03/04/20101,143 Vice President 01/04/201045,929 - Controller 01/04/2010376 Sr. VP, Gen 12/16/2009119,875 Counsel, Secreta 12/16/200911,000 Director 08/05/20093,022 03/01/20060 Director 03/04/2009187,937 03/04/20098,105,812 Director 03/04/200911,501 03/04/2009600

Toner Michael W Chandler Michael E Moss Bryan T Crown Lester Mancusco Michael J Veitch Arthur J Fried Mark A Stewart John F Pease Kendell Vortmann Richard H Baier David D Shipway John F Hill Kenneth A Colburn Cordis B Hudson Linda P Henne Preston A Haley Mark L Wilson Michael S Schmieder William O Johnson Lawrence E Fogg David H

Executive Vice 12/15/2008105,948 President Vice President 01/02/200850,139 Vice President 02/02/200742,813 Director 06/16/2006921,855 Sr. V.P. and 01/30/2006114,987 CFO Executive Vice 06/16/200586,207 President Vice President 03/02/20059,785 Vice President 02/16/200517,330 Vice President 02/19/200412,618 Vice President 02/09/200428,564 Vice President 02/09/200425,744 Vice President 01/02/20042,639 Vice President 01/02/200429,775 Vice President 01/02/200412,496 Vice President 01/02/200413,257 Vice President 01/02/20045,666 Vice President 01/02/20045,108 Vice President 01/02/20044,617 Vice President 01/02/20045,831 Vice President 01/02/20045,073 Vice President 01/02/200442,534

12/15/200829,199 01/02/20083,771 07/28/20040 06/16/20068,057,912 01/30/20065,290 06/16/200510,700 01/02/20040 02/16/20051,002 02/19/20041,975 12/17/20030 02/09/20048,838 01/02/2004972 01/02/20046,176 01/02/20042,008 01/02/20041,886 01/02/20040 01/02/20041,203 01/02/2004172 01/02/20047,441 01/02/20040 01/02/200412,780

Source: J3 Information Services Group

Insider Trades 3 Months

Summary (Direct Transactions Only) 3 Months 6 Months 12 Months 24 Months

Total Shares Bought Total Buy Value Total People Bought Total Buy Transactions Total Shares Sold Total Sell Value Total People Sold Total Sell Transactions End Date

371,530 372,519 1,658,346 2,279,862 332,375 399,56951,621,25973,919,109 24 24 26 28 42 47 63 108 187,164 190,464 1,260,854 1,968,713 4,322,807 4,322,80780,856,803 129,233,936 20 21 22 24 43 44 53 87 12/18/201209/18/201203/18/201203/18/2011

Filer's Name Whited Gary L Von Thaer Lewis Barra Mary T Osborn William A Osborn William A Walmsley Robert Walmsley Robert Keane John M Roualet Mark C. Roualet Mark C. Roualet Mark C. Roualet Mark C. Roualet Mark C. Roualet Mark C. Roualet Mark C. Flynn Larry R Chabraja Nicholas D Chabraja Nicholas D Chabraja Nicholas D Chabraja Nicholas D Gallopoulos Gregory S Kuryea Kimberly A Helm Robert W Helm Robert W Hugh Redd Marzilli Christopher Marzilli Christopher Poitras Kevin J Poitras Kevin J Lombardo Joseph T Lombardo Joseph T Fricks William P Heebner David K Johnson S. Daniel Johnson S. Daniel Kaminski Paul G Oliver Walter M Oliver Walter M Lyles Lester L

Relation Title Off - Dir - 10% Trans. Date Form Vice PresidentOfficer 1 - 0 - 03/06/2013 3 Vice President 1 - 0 - 03/06/2013 4 Director 0 - 1 - 03/06/2013 4 Director 0 - 1 - 03/06/2013 4 Director 0 - 1 - 03/06/2013 4 Director 0 - 1 - 03/06/2013 4 Director 0 - 1 - 03/06/2013 4 Director 0 - 1 - 03/06/2013 4 Executive Vice 1 -President 0 - 03/06/2013 4 Executive Vice 1 -President 0 - 03/06/2013 4 Executive Vice 1 -President 0 - 03/06/2013 4 Executive Vice 1 -President 0 - 03/06/2013 4 Executive Vice 1 -President 0 - 03/06/2013 4 Executive Vice 1 -President 0 - 03/06/2013 4 Executive Vice 1 -President 0 - 03/06/2013 4 Vice President 1 - 0 - 03/06/2013 4 Director 0 - 1 - 03/06/2013 4 Director 0 - 1 - 03/06/2013 4 Director 0 - 1 - 03/06/2013 4 Director 0 - 1 - 03/06/2013 4 Senior VP, Gen. 1 - Counsel, 0 - 03/06/2013 Sec. 4 Vice President 1 -and 0 Controller - 03/06/2013 4 Senior Vice1 President - 0 - 03/06/2013 4 Senior Vice1 President - 0 - 03/06/2013 4 Sr. V. P. & CFO 1 - 0 - 03/06/2013 4 Vice President 1 - 0 - 03/06/2013 4 Vice President 1 - 0 - 03/06/2013 4 Vice President 1 - 0 - 03/06/2013 4 Vice President 1 - 0 - 03/06/2013 4 Executive Vice 1 -President 0 - 03/06/2013 4 Executive Vice 1 -President 0 - 03/06/2013 4 Director 0 - 1 - 03/06/2013 4 Executive Vice 1 -President 0 - 03/06/2013 4 Vice President 1 - 0 - 03/06/2013 4 Vice President 1 - 0 - 03/06/2013 4 Director 0 - 1 - 03/06/2013 4 Senior Vice1 President - 0 - 03/06/2013 4 Senior Vice1 President - 0 - 03/06/2013 4 Director 0 - 1 - 03/06/2013 4

Action IO A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A A

Price 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Casey John Patrick Novakovic Phebe N Crown James S Von Thaer Lewis Roualet Mark C. Roualet Mark C. Roualet Mark C. Roualet Mark C. Roualet Mark C. Roualet Mark C. Flynn Larry R Gallopoulos Gregory S Kuryea Kimberly A Helm Robert W Hugh Redd Marzilli Christopher Marzilli Christopher Poitras Kevin J Poitras Kevin J Lombardo Joseph T Lombardo Joseph T Heebner David K Johnson S. Daniel Oliver Walter M Oliver Walter M Casey John Patrick Novakovic Phebe N Osborn William A Demuro Gerard J Lombardo Joseph T Heebner David K Poitras Kevin J Fricks William P Kuryea Kimberly A Gallopoulos Gregory S Lyles Lester L Johnson S. Daniel Flynn Larry R Marzilli Christopher Novakovic Phebe N Walmsley Robert Roualet Mark C. Oliver Walter M Von Thaer Lewis Hugh Redd Chabraja Nicholas D Casey John Patrick

Executive Vice 1 -President 0 - 03/06/2013 Chairman and 1 CEO 1 - 03/06/2013 Director 0 - 1 - 03/06/2013 Vice President 1 - 0 - 03/05/2013 Executive Vice 1 -President 0 - 03/05/2013 Executive Vice 1 -President 0 - 03/05/2013 Executive Vice 1 -President 0 - 03/05/2013 Executive Vice 1 -President 0 - 03/05/2013 Executive Vice 1 -President 0 - 03/05/2013 Executive Vice 1 -President 0 - 03/05/2013 Vice President 1 - 0 - 03/05/2013 Senior VP, Gen. 1 - Counsel, 0 - 03/05/2013 Sec. Vice President 1 -and 0 Controller - 03/05/2013 Senior Vice1 President - 0 - 03/05/2013 Sr. V. P. & CFO 1 - 0 - 03/05/2013 Vice President 1 - 0 - 03/05/2013 Vice President 1 - 0 - 03/05/2013 Vice President 1 - 0 - 03/05/2013 Vice President 1 - 0 - 03/05/2013 Executive Vice 1 -President 0 - 03/05/2013 Executive Vice 1 -President 0 - 03/05/2013 Executive Vice 1 -President 0 - 03/05/2013 Vice President 1 - 0 - 03/05/2013 Senior Vice1 President - 0 - 03/05/2013 Senior Vice1 President - 0 - 03/05/2013 Executive Vice 1 -President 0 - 03/05/2013 Chairman and 1 CEO 1 - 03/05/2013 Director 0 - 1 - 02/01/2013 Executive Vice 1 -President 0 - 01/02/2013 Executive Vice 1 -President 0 - 01/02/2013 Executive Vice 1 -President 0 - 01/02/2013 Vice President 1 - 0 - 01/02/2013 Director 0 - 1 - 01/02/2013 Vice President 1 -and 0 Controller - 01/02/2013 Senior VP, Gen. 1 - Counsel, 0 - 01/02/2013 Sec. Director 0 - 1 - 01/02/2013 Vice President 1 - 0 - 01/02/2013 Vice President 1 - 0 - 01/02/2013 Vice President 1 - 0 - 01/02/2013 Chairman and 1 CEO 1 - 01/02/2013 Director 0 - 1 - 01/02/2013 Vice President 1 - 0 - 01/02/2013 Senior Vice1 President - 0 - 01/02/2013 Vice President 1 - 0 - 01/02/2013 Sr. V. P. & CFO 1 - 0 - 01/02/2013 Director 0 - 1 - 01/02/2013 Executive Vice 1 -President 0 - 01/02/2013

4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4

A A A D D D D D D D D D D D D D D D D D D D D D D D D B D D D D D D D D D D D D D D D D D D D

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 66.48 70.73 70.73 70.73 70.73 70.73 70.73 70.73 70.73 70.73 70.73 70.73 70.73 70.73 70.73 70.73 70.73 70.73 70.73 70.73

Transaction Code Key :

Ownershi p Code Key : A -- UNKNOWN Acquired (added NO 06/04/2012) D - Automatic AB - Unknown Buy (added NP 02/19/2013) I - AS Automatic Sell - Options OE Exercised B - Buy PB - Private Buy D - Disposed PS - Private Sell - Initital IO Ownership S - Sell

- Direct - Indirect

Source: J3 Information Services Group

News
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General Dynamics doles out bonuses

The Washington Post - 4:17PM, 17 March 2013

Women taking helm at defense firms

JournalGazette.net - 2:03AM, 17 March 2013

History Incorporated in New Jersey on May 29, 1925, as a successor to company of same name formed on Feb. 7, 1899. Reincorporated in Delaware on Feb. 21, 1952. Effective Apr. 25, 1952, under merger agreement, Electric Boat Co. (former parent) merged into Co.

On Apr. 30, 1954, Co. merged with Consolidated Vultee Aircraft Corp., by exchange of four-sevenths of a share for each share held. On June 30, 1955, Co. merged with Stromberg-Carlson Co., by exchange of 609,628 common shares on a share for share basis. On Sept. 30, 1957, Co. merged with Liquid Carbonic Corp., by exchange of 1,156,227 common shares on a share for share basis. On Dec. 31, 1959, Co. merged with Material Service Corp., by the issuance of 2,064,516 no par convertible preference shares for the 57,532 shares Material Service Corp.'s common stock. On Dec. 28, 1960, Co. acquired the entire stock of O'Laughlin Material Co., O'Laughlin Ready Mix Concrete Co., O'Laughlin Trucking & Equipment Co., Highway Material Co., Inc., Northwest Gravel Co., Rockton Realty Co. and Ajax Realty Co., Inc.

In 1963, Co. acquired the physical assets of the Quincy, MA shipyard of Bethlehem Steel Co., Darlington Brick Co., a producer of brick and tile products in Pittsburgh, PA area., and an interest in United Electric Coal Co. On Jan. 1, 1965, Co. acquired control of U.S. Instrument Corp., of Charlottesville, VA, a manufacturer of communications products. In Aug. 1965, the Electro Dynamic Division of Co. acquired navy and maritime fan and blower business of L.J. Wing Manufacturing division of Aero-Flow Dynamics, Inc. In Mar. 1966, Co. acquired for stock, Dynatronics, Inc., of Orlando, FL, a producer of electronics instrumentation systems.

On Oct. 31, 1967, Co.'s General Atomic Division was sold to Gulf Oil Corp. On Jan. 2, 1969, Co. distributed to its share owners, in form of a tax free dividend, its interest in Liquid Carbonic operations, thereby complying with a 1966 Federal Court order under which Co. was required to divest itself of Liquid Carbonic together with its holdings of stocks of foreign companies engaged in production, distribution and sale of carbon dioxide or other industrial gases. Liquid Carbonic Corp. was subsequently merged into Houston Natural Gas Corp. on Jan. 31, 1969. In July, 1969, Co. acquired Powell & Minnock Brick Works Inc., of Albany, NY.

In 1972, Co. formed General Dynamics Commercial Products Co., to handle commercial activities.

In July 1974, General Dynamics Communications Co., Co.'s subsidiary, acquired United Business Communication, Inc., a subsidiary of United Telecommunications, Inc.

On Jan. 5, 1976, Co. sold Canadair Ltd. to the Canadian Government. On Dec. 1, 1978, Co. acquired American Telecommunications Corp., for cash and 590,726 Series A preferred shares. In 1980, Co.'s subsidiary, General Dynamics Communications Co., acquired Com Dev, a Florida-based manufacturer of telephone information management systems, and Telephone Systems Management Corp., a Philadelphia-based telephone data processing company. On Mar. 16, 1982, Co. acquired all the common stock of Chrysler Defense, Inc., a wholly owned subsidiary of Chrysler Corp., for $336,100,000. On July 23, 1982, Co. sold, for $144,900,000, substantially all of the net assets of its telecommunications business. In Mar. 1983, Co.'s subsidiary, Material Service, acquired the operating assets of El Paso Sand Products, Inc., a producer of stone, sand and ready-mix concrete.

In Mar. 1986, Co. merged Cessna Aircraft Co., with a wholly owned subsidiary.

In July 1986, Co. sold all of the outstanding common stock of Pantheon, Inc., a wholly owned subsidiary. In Dec. 1986, Co. sold its investments in Mines SNA Inc. In Mar. 1987, Co. sold Datagraphix, Inc., a subsidiary, to Anacomp Inc.

In Mar. 1989, Co. acquired Applied Remote Technology, Inc. In Dec. 1989, Co.'s Land Systems division acquired GT Devices Inc., of Alexandria, VA. In Aug. 1992, Co. sold its Missile Systems to Hughes Aircraft Company, in exchange for 21,500,000 shares of General Motores Corporation's Class H common stock. In Jan. 1993, Co. sold Applied Remote Technology, Inc., to Raytheon Co. In Mar. 1993, sold its Tactical Military Aircraft business to Lockeed Corporation, for $1,525,000,000 in cash. In 1994, Co. sold the lime, brick and a portion of the concrete pipe operations of its Material Service business for a total of $50,000,000 in cash. On May 1, 1994, Co. sold its Space Launch Systems business to Martin Marrietta Corporation, for $209,000,000 in cash. In 1995, Co. sold the remaining concrete pipe and ready-mix operations of its Material Service business for $24,000 in cash.

On Mar. 29, 1996, Co., through General Dynamics Land Systems Inc., acquired Teledyne Vehicle Systems, an operating unit of Teledyne Inc., for approximately $55,000 in cash. On Jan. 1, 1997, Co. acquired the assets of Lockheed Martin Defense Systems and Lockheed Martin Armament Systems for $450,000,000 and assumed no debt in the transaction. On Oct. 1, 1997, Co. purchased the Lucent Technologies' Advanced Technology Systems unit from Lucent Technologies, of Murray Hill, NJ, for $267,000,000. On Dec. 31, 1997, Co. acquired Ceridian's Computing Devices International division. The acquisition price was $500,000,000 in cash.

On Nov.10, 1998, Co. acquired control of NASSCO Holdings Incorporated (NASSCO). The purchase consideration for 100% of NASSCO was $369,000,000 in cash plus the obligation to discharge $46,000,000 in debt. Co. paid $318,000,000 of the total consideration and repaid the $46,000,000 obligation in cash during Nov. 1998 for the portion of NASSCO held by the NASSCO Holdings Incorporated Employee Stock Ownership Plan. The remaining fixed purchase consideration of $51,000,000 will be paid to three individual stockholders in cash on May 5, 1999, in consideration for their share of NASSCO's common stock.

In Aug. 1999, Co. acquired Gulfstream Aerospace Corporation. The value of the transaction was approximately $4,800,000,000, based on Co.'s July 29, 1999 closing price of $66.125 per share. On Sept. 1, 1999, Co. completed the $1,010,000,000 cash acquisition of three business units comprising GTE Government Systems Corporation, a subsidiary of GTE Corporation.

On Oct. 25, 1999, Co. issued 15,424 shares of common stock to James D. Caldwell in connection with Co.'s acquisition of Caldwell's Diving Company, Inc. and Cable Ventures Inc. On June 30, 2000, Co. acquired Saco Defense Corp., a subsidiary of New Colt Holding Corp. On Sept. 12, 2000, Co.'s General Dynamics Worldwide Telecommunication Systems unit acquired Matthews Land Company, Inc. On Oct. 30, 2000, Co.'s Defense Systems unit acquired Devcor, Inc. On Jan. 26, 2001, Co. acquired Primex Technologies, Inc., for $334,000,000 in cash, plus the assumption of $204,000,000 in debt.

On Mar. 27, 2001, Co. sold InfoWorkSpace to Ezenia! Inc. Ezenia! Inc. acquired all operating assets and intellectual property of InfoWorkSpace for cash and common stock totaling $21,000,000 payable in installments through 2002.

On June 5, 2001, Co. acquired substantially all of the assets of Galaxy Aerospace Company, LP, for $353,000,000 in cash. On July 25, 2001, Co. acquired Empresa Nacional Santa Barbara de Industrias Militares, S.A. of Madrid and Santa Barbara Blindados, S.A. of Seville for $4,000,000.

On Sept. 28, 2001, Co. acquired Motorola's Integrated Information Systems Group for $825,000,000 in cash. On June 14, 2002, Co. completed its acquisition of Advanced Technical Products, Inc. (ATP) of Roswell, GA. Co. acquired all 5,890,000 outstanding shares of ATP for a cash purchase price of $33.50 per share. In addition, Co. assumed ATP's net debt and retired ATP's stock options, bringing the transaction's value to approximately $250,000,000. On Aug. 27, 2002, Co. acquired Command System Inc. On Oct. 2, 2002, Co. sold its assets of Ordnance and Tactical Systems Space Propulsion and Fire Suppression business to GenCorp Inc. On Oct. 31, 2002, Santa Barbara Sistemas, S.A., of Spain, a subsidiary of Co., acquired the assets of Eisenwerke Kaiserslautern Gmbhi.I.

On Mar. 3, 2003, Co. completed its acquisition of General Motors Defense for $1,100,000,000 in cash.

On Mar. 31, 2003, Co. acquired Creative Technology Inc., an information technology and consulting firm. On Apr. 4, 2003, Co.'s subsidiary, Gulfstream Aerospace Corp., acquired BBA Aviation's aircraft maintenance service business. On Aug. 11, 2003, Co. acquired Veridian Corp. On Sept. 4, 2003, Co. acquired Datron, Inc.'s Intercontinental Manufacturing Company. On Sept. 10, 2003, Co. acquired Digital System Resources, Inc. On Oct. 2, 2003, Co. acquired Steyr Daimler Puch Spezialfahrzeug Aktiengesellschaft & Company KG, and its parent company, SSF-Holding GmbH. On Mar. 11, 2004, Co. acquired Alvis PLC. for $576,800,000 in cash.

On Apr. 10, 2007, General Dynamics Armament and Technical Products, a business unit of Co. has received two orders totaling $149 million for the production of 2.75-inch Hydra-70 rockets.

On July 9, 2004, Co. completed its acquisition of Spectrum Astro, Inc. On Sept. 17, 2004, Co. completed its acquisition of TriPoint Global Communications, Inc. On Nov. 1, 2004, Co.'s unit, General Dynamics Ordnance and Tactical Systems, acquired Engineering Technology Inc.

On Jan 31, 2005, Co. completed the sale of its Aeronautics Services business to Wyle Laboratories, Inc.

On Feb.3, 2005, Co. disposed of Airborne Electronics Systems to Astronics Corp., for $17,000,000 in cash. On Apr. 1, 2005, Co. acquired MAYA Viz Ltd. On Apr. 12, 2005, Co.'s subsidiary, General Dynamics C4 Systems Inc., sold its Interactive business to KoolConnect Technologies. On Aug. 16, 2005, Co. acquired Tadpole Computer, Inc. On Sept. 2, 2005, Co. acquired Itronix Corporation. On Dec. 14, 2005, Co. acquired Anteon International Corp., for $2,063,700,000 in cash. On Jan. 18, 2006, Co. acquired FC Business Systems, Inc. On June 1, 2006, Co.'s subsidiary, General Dynamics Land SystemsCanada, was awarded a CAD $31,000,000 (US $28,000,000) contract from the Government of Canada to provide 25 additional RG31 Mine Protected Vehicles. On June 8, 2006, Co. acquired Anteon International Corporation. On June 9, 2006, The U.S. Navy had awarded Co. a $30,700,000 contract to provide continued research and development studies related to Virginia-class nuclear-powered attack submarines.

On July 7, 2006, Co. acquired Chamberlain Manufacturing Corporation's Scranton Operation. On July 12, 2006, Co. had been awarded a $23,500,000 contract from the U.S. government for production of the MK47 MOD 0 Weapon System. On July 31, 2006, Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $129,000,000 contract from the U.S. Army TACOM-Picatinny for the production of enhanced-capability reactive armor tile sets for the Bradley Fighting Vehicle System. On Aug. 3, 2006, Co.'s subsidiary, General Dynamics Information Technology, was awarded a multiple award Blanket Purchase Agreement from The U.S. National Guard, with the total potential value $20,000,000 over a five-year period of performance. On Aug. 7, 2006, Co.'s subsidiary, General Dynamics NASSCO, was awarded a $1,000,000,000 contract with U.S. Shipping Partners L.P. to build nine product carrier tankers. The contract includes options for five additional ships. On Aug. 7, 2006, Co.'s subsidiary, General Dynamics Land Systems, was awarded a $134,600,000 contract from The U.S. Army, to upgrade 60 M1A2 Abrams main battle tanks to the System Enhancement Package configuration, including a $145,000,000 option to upgrade 60 additional M1A2 Abrams tanks.

On Aug. 10, 2006, Co.'s subsidiary, General Dynamics Land Systems, was awarded a $34,000,000 contract modification from the U.S. Army to provide manufacturing technical assistance to Egypt for the co-production of the M1A1 Abrams main battle tank. On Aug. 28, 2006, Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $30,000,000 competitive contract from U.S. Army Tank Automotive and Armaments Command for the production of reactive armor tile sets to equip Abrams tanks. On Sept. 26, 2006, The U.S. Navy awarded a $17,900,000 contract to Bath Iron Works, a subsidiary of Co., to perform Post-Shakedown Availability (PSA) maintenance, repair and upgrade work for the Arleigh Burke-class Guided Missile Destroyer USS FARRAGUT. On Sept. 27, 2006, Co.'s business unit, General Dynamics Armament and Technical Products had been awarded a $44,500,000 contract by U.S. Army TACOM-ARDEC for the production of MK19 grenade machine guns. On Sept. 28, 2006, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $61,500,000 contract from The U.S. Navy to provide lead yard services for Virginia-class nuclearpowered attack submarines.

On Oct. 5, 2006, Co.'s subsidiary, Dynamics Land Systems, was awarded a contract for $189,000,000 from The U.S. Marine Corps 151 newwheeled Light Armored Vehicles, including a $50,000,000 option for 394 LAV-A2 electric turret drives. On Oct. 12, 2006, Co. through its subsidiary, Electric Boat, was awarded an $18,700,000 contract from the U.S Navy, to perform reactor- plant planning yard services for nuclear submarines and support yard services for moored training ships. On Oct, 13, 2006, Co.'s bussiness unit, General Dynamics Land Systems had been awarded a contract by The U.S. Marine Corps for $14 million for 150 Mine Roller Systems On Oct. 19, 2006, Co. through its subsidiary, General Dynamics Robotics Systems, was awarded a $12,700,000 contract from The U.S. Navy Space and Naval Warfare Systems Center four Unmanned Surface Vehicles for the Littoral Combat Ship Anti-Submarine Warfare Mission Module. On Oct. 27, 2006, Co. subsidiary, General Dynamics Electric Boat had been awarded a $58.7 million contract modification by The U.S. Navy for nuclear-submarine modernization and maintenance work. On Nov. 3, 2006, Co. bussiness unit, General Dynamics Ordnance and Tactical Systems had been awarded a $6.1 million contract by The NAVSEA Indian Head Division for production of Disposable Fire Sets

for use by Joint Services explosive ordnance disposal personnel in combat operations. On Nov. 9, 2006, Co. through its subsidiary, Electric Boat, was awarded a $5,700,000 contract to support development of the Underwater Express, an undersea transport capable of controllable speeds up to 100 knots through supercavitation.

On Nov. 15, 2006, Co. subsidiary, General Dynamics Electric Boat had been awarded a $15.6 million U.S. Navy contract to develop advanced submarine technologies for undersea platforms. On Nov. 27, 2006, Co.'s subsidiary, General Dynamics Information Technology, was awarded a contract valued $15,8000,000 over three years from The U.S. Naval Facilities Engineering Command Information Technology Center to support its Single Platform Maximo Application Systems. On Nov. 28, 2006, General Dynamics Land Systems, a business unit of Co., has been awarded a $380,000,000 contract to upgrade Abrams tanks with the M1A2 System Enhancement Package.

On Nov. 29, 2006, Co. business unit, General Dynamics Information Technology had been awarded a $11,700,000 over five years contract by The U.S. Navy, to provide information technology and modeling and simulation services for its Weapons Analysis Facility.

On Nov. 29, 2006, Co. business unit, General Dynamics C4 Systems had been awarded a $45.6 million contract from the U.S. Marione Corps System for 150 unit of the Tactical Data Network, Data Distribution System-Replacement (D DS-R) program. On Nov. 30, 2006, Co.'s subsidiary, General Dynamics Land Systems, was awarded two contracts totaling $359,000,000 from the U.S. Army for Abrams main battle tank work.

On Dec. 1, 2006, Co. business unit, General Dynamics Advanced Information Systems had been awarded a $7.4 million contract to continue integration support of the Distributed Common Ground System for the U.S. Air Force. On Dec. 5, 2006, U.S. Army awarded General Dynamics Land Systems, a business unit of co., a $305 million contract to reset and upgrade 312 M1A2 Abrams main battle tanks returning from Operation Iraqi Freedom under a new program called Improved Systems Enhancement Package (SEP) Reset.

On Dec. 8, 2006, Co. subsidiary, Bath Iron Works had been awarded a $208,000,000 contract option for construction of a second Littoral Combat Ship featuring an innovative, high-speed trimaran hull.

On Dec. 12, 2006, Co. received a $231,000,000 contract modification from the U.S. Marine Corps Systems Command for 165 Combat Operation Centers (COCs), mobile command and control systems.

On Dec. 12, 2006, U.S. Army awarded General Dynamics Land Systems, a business unit of Co., an $11 million contract modification to produce Tank Urban Survivability Kit Counter Improvised Explosive Device enhancements for 250 M1A1and M1A2-series Abrams main battle tanks. On Dec. 18, 2006, Co. business unit, General Dynamics Advanced Information Systems had been awarded a $10 million contract from the U.S. Navy's Naval Sea Systems Command for continue producing multi-purpose processor systems and total ship monitoring system kits as part of the Acoustic Rapid Commercial Off-The-Shelf Insertion program for submarines. On Dec. 20, 2006, Co. business unit, General Dynamics Information Technology had been awarded $1.9 billion over contract from the U.S. Air Force Ogden Air Logistics Center under the Design Engineering Support Program II (DESP II). On Jan. 2, 2007, General Dynamics Information Technology, a business unit of Co., has been awarded a oneyear, $4.9 million follow-on contract to support the training and exercise development program of the U.S. Army Reserve Command's 75th Battle Command Training Division.

On Jan. 2, 2007, U.S. Army TACOM Lifecycle Management Command recently awarded General Dynamics Land Systems, a business unit of Co., $145 million for contractor logistics support of the Stryker family of combat vehicles. On Jan. 4, 2007, Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $29,000,000 contract from U.S. Army Armament Research, Development and Engineering Center, Picatinny, N.J., for the production of reactive armor tile sets to equip Abrams tanks. On Jan. 8, 2007, Co.'s subsidiary, General Dynamics Information Technology, was awarded a $20,700,000 follow-on contract to provide live and constructive personnel training and simulation support services to the 309th Military Intelligence (MI) Army Battalion. On Jan. 5, 2007, Co. completed its acquisition of SNC Technologies Inc., a wholly owned subsidiary of SNCLavalin Group Inc., of Montreal, Quebec, for approximately $275,000,000. On Jan. 10, 2007, Co. through its business unit, General Dynamics Santa Barbara Sistemas had been awarded $424.5 million contract by the Spanish Army for the supply of Long Range SPIKE Missile Systems. On Jan. 11, 2007, Co.'s subsidiary, General Dynamics C4 Systems, was awarded a $15,500,000 order for satellite communications terminals that would be used in the U.S. Marine Corps' Support Wide Area

Network program. On Jan. 15, 2007, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $9,700,000 contract modification from The U.S. Navy.

On Jan. 18, 2007, Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $6,900,000 contract modification from U.S. Army Tank Automotive Command, Rock Island, Ill., to produce M2HB Machine Guns. On Jan. 19, 2007, Co. had been awarded a $40,000,000 from the U.S. Army Sustainment Command in Rock Island, Ill. for M865 Target Practice Cone Stabilized Discarding Sabot-Tracer 120mm cartridges.

On Jan. 25, 2007, Co.'s unit, General Dynamic Information Technology, was awarded a $23,000,000 contract for over five years, from The Internal Revenue Service to provide systems support for the Software Development Life Cycle of tax administration applications. On Jan. 26, 2007, Co. subsidiary, General Dynamics Electric Boat had been awarded a 25 million contract from the U.S. Navy to continue to perform a range of work on USS Texas (SSN-775) during its post-shakedown availability (PSA). On Jan. 30, 2007, General Dynamics Armament and Technical Products, a business unit of Co., has been awarded an $8.6 million option from the U.S. Government for production of the MK47 MOD 0 Weapon

System, a lightweight 40mm grenade launcher. The award is part of a fiveyear Indefinite Delivery Indefinite Quantity contract awarded in June 2006 and brings the total contract value to $32.5 million. On Feb. 7, 2007, Co. business unit, General Dynamics Ordnance and Tactical Systems awarded a $77.7 million contract for production of small-caliber ammunition by the U.S. Army Field Support Command, Rock Island, Ill. On Feb. 13, 2007, General Dynamics Information Technology, a business unit of Co., was awarded a contract by the U.S. Army Product Manager Joint-Automatic Identification Technology office to support its Automated Manifest System Tactical (AMS TAC). The total potential value of this contract if all options are exercised is $4 million over five years. On Feb. 14, 2007, Co. subsidiary, General Dynamics Electric Boat had been awarded a $43.3 million contract from The U.S. Navy for planning yard work, engineering and technical support for nuclear submarines. On Feb. 15, 2007, Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $32,000,000 contract from The U.S. Army Research, Development and Engineering Command Acquisition

Center for Joint Biological Point Detection Systems.c

On Feb. 26, 2007, Co. was awarded an $11,000,000 delivery order from U.S. Marine Corps Scystems Command to produce 20 vehicles for its Mine Resistant Ambush Protected vehicle program.

On Mar. 2, 2007, Co. acquired WECO Aerospace Systems, Inc. On Mar. 7, 2007, Co. business unit, General Dynamics Land Systems had been awarded a $70 million contract from the U.S. Army TACOM Lifecycle Management Command for combat vehicle-related work.

On Mar. 16, 2007, Co.'s business unit, General Dynamics Ordnance and Tactical Systems awarded a $12 million contract from the U.S. Army Joint Munitions and Lethality Life Cycle Management Command for the production of mortar propelling increment charges for 81mm and 120mm mortar ammunition. On Mar. 16, 2007, Co. had been awarded $10,000,000 contract modification to continue to perform a range of work on USS Texas from the U.S. Navy. On Mar. 23, 2007, Co.'s business unit, General Dynamics Land Systems awarded a $12.5 million delivery order from the U.S. Army TACOM Lifecycle Management Command for support of the Stryker family of combat vehicles. On Mar. 23, 2007, Co.'s subsidiary, General Dynamics Electric Boat awarded a $11.9 million contract modification for nuclear-submarine and shore support facility work from the U.S. Navy.

On Apr. 3, 2007, The U.S. Army TACOM Lifecycle Management Command has awarded General Dynamics Land Systems, a business unit of Co., a $16 million contract modification for repairs on Stryker combat vehicles. On Apr. 11, 2007, Co.'s business unit, General Dynamics Canada awarded a $30 million (US $26.3 million) contract from Canadian Foeces' Vital Point Bio-Sentry Program for supplt its VP Bio Sentry system. On Apr. 20, 2007, Co. business unit, General Dynamics Ordnance and Tactical Systems awarded $22 million for 20mm ammunition from the U.S. Army Joint Munitions Command at Rock Island Arsenal, Ill.

On Apr. 20, 2007, Co.'s business unit, General Dynamics Land Systems awarded more than $31 million in three contracts from the U.S. Army Tank-Automotive and Armaments Command for combat vehicle work. On May 8, 2007, The U.S. Army TACOM Life Cycle Management Command has awarded General Dynamics Land Systems, a business unit of Co., $101 million in two separate contracts for additional Stryker vehicles and support. On May 23, 2007, Co.'s business unit, General Dynamics Information Technology awarded $ 19, 000, 000 contract from Department of Defense (DoD) National Security Education Program (NSEP) to establish

National Corps of Language Professionals. On June 14, 2007, Co.'s business unit, General Dynamic Land Systems awarded newly $18, 000, 000 contract for work on the U.S. Army's Abrams main battle tank and Stryker eight-wheeled combat vehicle.

On June 19, 2007, U.S. Air Force Space and Missile Systems Center has awarded General Dynamics Advanced Information Systems, a business unit of Co., a $6.4 million contract modification to continue work on the Alternative Infrared Satellite System (AIRSS) program. On June 20, 2007, Co.'s business unit, General Dynamics Land Systems-Canada awarded USD$19, 900, 000 contract from the U.S. Army TACOM Life Cycle Management Command for provide 44 RG- 31 Mk5 Mine Protected Vehicles. On June 29, 2007, Co.'s business unit, General Dynamics Land Systems delivered its first Mine Resistant Ambush Protected (MRAP) vehicles to the U.S. Marine Corps from Anniston, Ala. On July 3, 2007, The U.S. Army TACOM Life Cycle Management Command on June 26 awarded General Dynamics Land Systems, a business unit of Co., a $257 million delivery order under an existing contract for 165 Stryker eight-wheeled combat vehicles.

On July 10, 2007, U.S. Army TACOM Life Cycle Management Command has awarded General Dynamics Land Systems, a business unit of Co., a $54 million contract modification for Abrams Tank System Technical Support. On July 16, 2007, Co.'s subsidiary, Bath Iron Works, was awarded a$49,400,000 contract from the U.S. Navy to provide ongoing Lead Yard Services for the DDG 51 Arleigh Burke- class AEGIS destroyer program. On July 17, 2007, U.S. Navy has awarded General Dynamics Electric Boat a $116.4 million contract modification for Virginia-class submarine lead-yard services, development studies and design efforts. Electric Boat is a wholly owned subsidiary of Co. On July 23, 2007, Co.'s subsidiary, General Dynamics NASSCO, was awarded a $100,000,000 contract from the U.S. Navy to purchase longlead materials for the construction of a tenth T-AKE dry cargo-ammunition ship. On July 27, 2007, Co.'s business iunit, General Dynamics Ordance and Tactical Systems awarded $7, 500, 000 contract from Lockheed Martin for the production of warheads for the U.S. Army's Guided Multiple Launch Rocket System (GMLRS) - Unitary.

On July 31, 2007, Co.'s subsidiary, General Dynamics Armament and Technical Products awarded a $26,000,000 contract from U.S. Army Tank Automotive Command, Rock Island, Ill., for the production of M2HB machine guns. On Aug. 8, 2007, Co.'s business unit, General Dynamics Land SystemsCanada awarded USD $338,700,00 contract to produce 600 RG-31 Category II vehicles for its Mine Resistant Ambush Protected vehicle program. On Aug. 9, 2007, Co.'s business unit, awarded more than $605,000,000 contarcts from the U.S. Department of Defense. On Aug. 17, 2007, Co.'s subsidiary, General Dynamics NASSCO awarded $75,000,000 contracts from the U.S. Navy to provide maintenance and emergent repair services for San Diego-based frigates. On Aug. 20, 2007, Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $107,700,000 contract option from the U.S. Army TACOM-Picatinny for reactive armor production for the Bradley Fighting Vehicle. On Aug. 22, 2007, Co.'s business unit, General Dynamics Ordnance and Tactical Systems awarded $74,600,000 contract from the U.S. Army Joint Munitions Command at Rock Island, Ill. for the production of 30mm PGU-15 A/B Target Practice Cartridges.

On Aug. 24, 2007, Co.'s business unit, General Dynamics Land Systems awarded $56,000,000 from U.S. Army Research, Development and Engineering Command for upgrade 14 M93 and four M93A1 Fox Nuclear, Biological and Chemical Reconnaissance Systems to the M93A1P1 configuration. On Aug. 28, 2007, Co., through its business unit, General Dynamics Land Systems, was awarded, a $20,000,000 delivery order as part of a $37,000,000 contract to reset 36 M1A1 Abrams Integrated Management main battle tanks from The U.S. Army TACOM Lifecycle Management Command. On Aug 31, 2007, Co.'s business unit, General Dynamics Ordance and Tactical Systems awarded $24,200,000 for the first year of a contract from the U.S. Army Sustainment Command at Rock Island, Ill. The contract has a total potential value of $189,000,000. On Sept. 6, 2007, Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $48,000,000 multi-year contract by Lockheed Martin Aeronautics Company to produce components of the F-22 Raptor fighter aircraft. On Sept. 21, 2007, Co.'s business unit, General Dynamics Land Systems awarded $43,000,000 contract from the U.S. TACOM Lifecycle Management Command for parts for Stryker combat vehicles and Abrams main tanks.

On Sept. 24, 2007, Co. was awarded by The Department of Homeland Security a contract with a maximum potential value of $10,500,000 over 52 months if all options are exercised, to provide technical and program management support services to the U.S. Coast Guard Incident Response Team (CIRT). On Sept. 26, 2007, Co.'s subsidiary, General Dynamics Electric Boat, received an $8,400,000 contract modification from the U.S. Navy to plan the post-shakedown availability on the nuclear submarine USS Hawaii (SSN-776). On Oct. 24, 2007, Co. acquired Monteria, LLC. On Nov. 13, 2007, Co. acquired Mediaware International Pty Ltd. On Feb. 29, 2008, Co. acquired Integrated Defense Systems, Inc. On Mar. 6, Co. awarded a $66,200,000 contract extension from the U.S. Navy's Naval Sea Systems Command to continue engineering services work on the Submarine Tactical Control System portion of the Submarine Combat System Modernization program. On Mar. 10, 2008, Co. was awarded a $33,000,000 contract for work associated with the Stryker Mobile Gun and Nuclear, Biological and Chemical Reconnaissance variants.

On Mar. 10, 2008, Co. was awarded a $191,000,000 contract by Naval Sea Systems Command to provide support to the Missile Defense Agency's Aegis Ballistic Missile Defense (BMD) program directorate. Under the contract, Co. will provide systems engineering and program management assistance to Aegis BMD for production, fleet introduction and fleet operations and support. Co. also will provide test and evaluation engineering management and safety, quality and mission assurance engineering; and support international programs including Foreign Military Sales and cooperative development activities. On Mar. 12, 2008, Co.'s business unit, General Dynamics Land Systems, was awarded a $15,700,000 contract, for Abrams Tank Systems Technical Support. On Mar. 14, 2008, Co., through its business units, General Dynamics Ordnance and Tactical Systems was awarded two contracts valued at $20,500,000 and $88,700,000 for production of small-caliber ammunition by the U.S. Army Sustainment Command, Rock Island, Ill. Work will be performed in St. Petersburg, Fla. On Mar. 21, 2008, Co.'s subsidiary, General Dynamics Electric Boat was awarded a $324,900,000 contract modification to buy long lead time material for the FY 09 Virginia-Class submarine, SSN-784 and the FY 11 submarine, SSN-787 from the U.S. Navy.

On Mar. 24, 2008, Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a five-year contract, worth $166,400,000, from The U.S. Army Aviation and Missile Life Cycle Management Command, for the production of 2.75-inch Hydra-70 rockets. On Mar. 27, 2008, Co.'s unit, General Dynamics Land Systems was awarded a $31,500,000 contract for Abrams Tank Systems Technical Support. On Mar. 28, 2008, Co.'s business unit, General Dynamics C4 Systems was awarded $375,000,000, five-year indefinite delivery contract by the U.S. Marine Corps to produce units of the next generation Tactical Data Network-Data Distribution System-Modular. On Mar. 31, 2008, Co.'s business unit, General Dynamics Land Systems, was awarded two contracts totaling $159,000,000, for work associated with the Abrams main battle tank. On Apr. 17, 2008, Co. was awarded a $140,000,000 contract to develop and integrate the maritime and fixedsite joint tactical radio capabilities and provide information assurance services for the Lockheed Martin Airborne, Maritime and Fixed Site Joint Tactical Radio System team. On Apr. 21, 2008, Co. was awarded two contracts valued at $57,000,000 for Abrams Tank Urban Survivability Kits.

On Apr. 29, 2008, Co., through its business unit, General Dynamics Land Systems, was awarded a $58,000,000 contract modification to purchase long-lead materials for Stryker Infantry Carrier Vehicle and Nuclear, Biological and Chemical Reconnaissance Vehicle variants.

On May 2, 2008, Co.'s business unit, General Dynamics Land Systems, was awarded two contracts worth $51,000,000 for work on the Abrams main battle tank.

On May 8, 2008, Co., through its business unit, General Dynamics Land Systems, was awarded a contract worth $116,000,000 for the purchase of long-lead materials for work associated with the Abrams main battle tank. On May 12, 2008, Co. was awarded a five-year, $27,000,000 contract from the U.S. Navy for performancebased logistics support of mission computers in Navy F/A-18 Hornet and AV-8B Harrier aircraft.

On May 13, 2008, Co., through its subsidiary, General Dynamics C4 Systems Inc awarded an $8,000,000 contract to Curtiss-Wright Corporation to provide Curtiss-Wright General Processor Modules for use in the Integrated Computer System of the U.S. Army's Future Combat Systems program. On May 14, 2007, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded a $9,000,000 in contracts from the U.S. Army Joint Munition and Lethality Life Cycle Management

Command for develop a Lightweight .50 Caliber (12.7mm) Machine Gun (LW50MG) weapon system.

On May 16, 2008, Co., through its subsidiary, General Dynamics Electric Boats, was awarded a $38,000,000 contract modification to perform a range of work on USS Hawaii (SSN-776) during its post-shakedown availability. On May 19, 2008, Co.'s subsidiary, General Dynamics Information Technology, was awarded a task order by the Federal Bureau of Investigation, to provide information technology management services at its headquarters and field offices, for an initial value of $13,700,000, with a one-year period of performance. The total potential value of the award if all options are exercised is $83,000,000 over five years. On May 20, 2008, Co. was awarded a $26,100,000 five year contract to support the Army National Guard's distributed learning information technology (IT) program.

On May 23, 2008, Co. was awarded a $6,000,000 contract modification for nuclear submarine maintenance by The U. S. Navy. On May 29, 2008, Co. was awarded a $7,800,000 contract extension for the production of M61A2 20mm automatic Gatling gun systems for use on F/A-18 fighter jets.

On June 5, 2008, Co., through its business unit, General Dynamics Land Systems, was awarded a $19,800,000 contract by The U.S. Army TACOM Lifecycle Management Command to support the reset of 129 M1A2 Abrams Systems Enhancement Package Version Two (SEP V2) configuration of the main battle tank.

On June 9, 2008, Co. was awarded three task orders by the Defense Logistics Agency (DLA) Defense Medical Logistics Standard Support Wholesale Program (DMLSS-W). The contracts have a total potential value of $7,400,000 over two years if all options are exercised. On June 9, 2008, Co. was awarded an $18,000,000 task order to develop, implement and maintain the Homeland Security Information Network (HSIN) Next Generation. On June 12, 2008, Co. was awarded a $67,000,000 contract by The U.S. Army TACOM Life Cycle Management Command (LCMC), in support of the Program Executive Office for Combat Support and Combat Service Support (PEO CS&CSS) to provide 111 RG-31 Mk5E Mine Protected Vehicles. On June 16, 2008, Co. was awarded a $10,000,000 contract by the U.S. Air Force Electronic Systems Command to install Air Force Gateways at 13 locations worldwide to enhance security, administration and performance at the Air Force Intranet perimeter.

On June 16, 2008, Co. was awarded by the U.S. Navy, a $29,700,000 contract modification for nuclearsubmarine work. On June 20, 2008, Co., through its subsidiary, Gulfstream Aerospace Corp. was awarded a $1,900,000,000 contract by NetJets Inc. to supply a total of 40 new Gulfstream aircraft. Four Gulfstream G450s and four Gulfstream G550s will be delivered to NetJets Inc. each year from 2012 through 2016. This deal also includes a long-term maintenance support agreement. On June 25, 2008, Co.'s subsidiary, General Dynamics Ordnance and Tactical Systems was awarded a $23,000,000 contract for the first year of a multiple year contract with a total potential value of $151,800,000 for the production of M795 projectile metal parts. On June 30, 2008, Co.'s business unit, General Dynamics Information Technology, was awarded a delivery order by the U.S. Army, to expand information technology infrastructure and network capabilities, at Fort Meade to support the Maryland base's growth, for $16,500,000, over two years, if all options are exercised. On July 2, 2008, Co.'s subsidiary, Bath Iron Works, was awarded a $20,700,000 contract by the U.S Navy to provide ongoing Lead Yard Services for the DDG 51 Arleigh Burke-class AEGIS destroyer program.

On July 10, 2008, Co.'s subsidiary, General Dynamics NASSCO, was awarded a contract by the U.S. Navy, to modernize San Diego-homeported LSD 41 and LSD 49- class amphibious assault ships, for $210,000,000. On July 10, 2008, Co.'s subsidiary, General Dynamics C4 Systems, was awarded a $9,200,000 contract option, to continue the development, qualification and certification of a National Security Agency approved encryption module, from Department of Defense satellites for $19,300,00. On July 11, 2008, Co., through its business unit, General Dynamics Land Systems, was awarded a $374,000,000 contract by the Government of Canada for a full range of lifecycle support services for the Canadian Forces fleet of Wheeled Light Armoured Vehicles. On July 14, 2008, Co. was awarded by Raytheon Missile Systems of Louisville, Ky., a $22,000,000 contract to produce gun systems for the Phalanx Block 1B Close-In Weapon System and the Centurion Land-Based Phalanx Weapon System. On July 17, 2008, Co., through its business unit, General Dynamics Information Technology, was awarded a $33,000,000 contract by the U.S. Army Installation Management Command to provide total information technology services to Fort Rucker, located in Alabama.

On July 21, 2008, Co. was awarded a contract by The Office of Naval Research to develop the Common Launch and Recovery System for use on the Littoral Combat Ship. Terms of the contracts were not disclosed. On July 22, 2008, Co.'s subsidiary, General Dynamics Information Technology, purchased ViPS, Inc., a wholly owned subsidiary of HLTH Corporation, for $225,000,000. On July 23, 2008, Co. acquired HSI Electric, Inc. On July 28, 2008, Co. was awarded a TRICARE Evaluation, Analysis and Management Support contract by the U.S. Department of Defense. The 10year indefinite delivery, indefinite quantity contract has a $5,000,000,000 total potential value among all awardees if all options are exercised. On July 29, 2008, Co., through its business unit, General Dynamics C4 Systems was awarded a $23,000,000 contract for AN/USC-61(C) Digital Modular Radios (DMRs), the U.S. Navy's standard communications system for newly constructed ships and submarines. Deliveries are scheduled to begin in mid-2009 and continue though 2010.

On July 31, 2008, Co., through its business unit, General Dynamics Land Systems, was awarded a $15,800,000 contract by The U.S. Army TACOM Life Cycle Management Command for spare parts in support of RG-31 Mk5E vehicles under the Mine Resistant Ambush Protected program.

On Aug. 5, 2008, Co. was awarded a $24,200,000 contract to produce 10 LAV-25 Light Armored Vehicles three LAV logistics vehicles and vehicle components for the United States Marine Corps to meet anticipated war-loss requirements. On Aug. 6, 2008, Co.'s business unit, General Dynamics Land Systems, was awarded a $1,200,000,000 contract for production and maintenance of 615 Stryker vehicles by the U.S. Army TACOM Lifecycle Management Command. On Aug. 6, 2008, Co.'s business unit, General Dynamics Land Systems, was awarded a $614,000,000 contract by the U.S. Army TACOM Lifecycle Management Command 1 to upgrade 235 M1A1 Abrams main battle tanks to the M1A2 Systems Enhancement Package Version Two configuration. On Aug. 7, 2008, Co.'s business unit, General Dynamics C4 Systems, was awarded a $2,800,000 contract by the National Security Agency to add a new Public Switched Telephone Network feature to the Sectera(R) vIPer(TM) Universal Secure Phone. On Aug.13, 2008, Co.'s business unit, General Dynamics Information Technology, was awarded a $60,000,000 contract over five years by the General Services Administration in support of the U.S. Navy's Naval Facilities Engineering Command Southwest Mishap Prevention & Hazard Abatement program.

On Aug. 13, 2008, Co.'s General Dynamics Armament and Technical Products, was awarded a $37,000,000 contract, from The U.S. Army Armament Research, Development and Engineering Center, for the qualification and production of reactive armor side skirt tiles for the Bradley Fighting Vehicle System.

On Aug. 14, 2008, Co.'s business unit, General Dynamics Ordnance and Tactical Systems was awarded a $34,800,000 modification to an existing demilitarization contract by the U.S. Army Field Support Command at Rock Island, Ill. On Aug. 20, 2008, Co.'s business unit, General Dynamics Land Systems was awarded a $326,500,000 contract by the U.S. Army TACOM Lifecycle Management Command for the production of 62 Stryker Mobile Gun System variant vehicles. On Sept. 2, 2008, Co.'s business unit, General Dynamics Land Systems, was awarded a $47,000,000 contract by Force Protection Inc. to provide supplies and support for the U.S. Marine Corps' Mine Resistant Ambush Protected vehicle program. On Sept. 5, 2008, Co.'s business unit, General Dynamics Land Systems was awarded a $34,000,000 contract for 30 M1A1 Abrams Integrated Management (AIM) main battle tanks. The contract includes an option for 30 additional AIM vehicles, bringing the total potential award value to $69,500,000.

On Sept. 10, 2008, Co.'s business unit, General Dynamics C4 Systems, was awarded a $70,000,000 contract to equip the 5th Brigade, 2nd Infantry Division Stryker Brigade Combat Team with a new, lighter-weight version of the Land Warrior integrated fighting system. On Sept. 12, 2008, Co. was awarded a $7,400,000 contract by the U.S. Navy to provide ongoing Lead Yard Services for the DDG 51 Arleigh Burke-class AEGIS Destroyer Program. On Sept. 16, 2008, Co.'s business unit, General Dynamics Information Technology, was awarded a $27,000,000 Seaport-e task orders by the Naval Sea Systems Command Naval Surface Warfare Center, Carderock Division, in Philadelphia. On Sept. 22, 2008, Co. was awarded a $9,200,000 contract by the U.S. Navy to continue developing the Common Network Interface system, a software package that improves situational awareness for Expeditionary Strike Group commanders. On Sept. 25, 2008, Co.'s business unit, General Dynamics Information Technology was awarded a five-year, $25,700,000 contract by the U.S. Naval Air Systems Command to provide program management services for the Swiss government's F/A-18 Hornet fighter fleet.

On Oct. 8, 2008, Co.'s business unit, General Dynamics Ordnance and Tactical Systems, was awarded a $33,600,000 contract by the U.S. Army Field Support Command, Rock Island, Ill. for production of small-caliber ammunition. On Oct. 9, 2008, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded two new orders to produce Hydra-70 rockets and warheads from The U.S. Army Aviation and Missile Life Cycle Management Command. The orders were awarded under a five-year contract signed in 2005 that has a total potential value of more than $900,000,000 if all options are exercised. On Oct. 13, 2008, Co. was awarded a $9,000,000 contract from U.S. Army TACOM-Rock Island, Ill., for production of M2HB machine guns.

On Oct. 27, 2008, Co. was awarded a $22,000,000 work order from Force Protection, Inc., to produce spare parts for the Mine-Resistant, AmbushProtected vehicle program.

On Oct. 27, 2008, Co. awarded a contract in excess of $15,000,000 to Air Methods Corporation. The contract calls for Air Methods Corporation to provide more than 300 patient loading systems to Co. for the U.S. Army Stryker Medical evacuation vehicle. On Oct. 30,2008, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $10,200,000 modification to an existing contract for submarine modernization and related work at the submarine base in

Groton by the U.S. Navy. On Nov. 4, 2008, Co. was awarded an Infrastructure, Design, Engineering, Architecture and Integration contract by the U.S. Patent and Trademark Office. The length of the contract is one year with four one-year renewal options. Terms of the contract were not disclosed.

On Nov. 5, 2008, Co. acquired Jet Aviation Management AG from Dreamliner Lux S.a.r.l., a company controlled by the Permira Funds, for approximately $2,180,000,000. On Nov. 10, 2008, Co. was awarded $58,300,000 to design the new Saudi M1A2 Abrams tank for the Kingdom of Saudi Arabia. The Foreign Military Sales contract was awarded by the U.S. Army TACOM Lifecycle Management Command for the Royal Saudi Land Forces. On Nov. 17, 2008, Co. was awarded two contracts by Lockheed Martin Corp. for the production of GAU-22/A gun systems for the F-35 Lightning II stealth fighter aircraft. The contracts have a combined value of nearly $9,000,000. On Nov. 18, Co. received a $286,000,000 contract from the U.S. Navy for planning yard work, engineering and technical support for nuclear submarines. The contract has a total potential value of $1,800,000,000 over five years if all options are exercised and funded.

On Dec. 1, 2008, Co.'s unit, General Advanced Information Systems, awarded Lockheed Martin MS2 of Syracuse, NY, a contract valued at up to $36,000,000, including options, for development and procurement of the High Gain, High Sensitivity subsystem. On Dec. 2, 2008, Co.'s subsidiary, Bath Iron Works, was awarded a $45,800,000 contract option by the U.S Navy to provide services associated with the detail design and construction of the DDG 1000 Zumwalt-class destroyer. On Dec. 4, 2008, Co.'s business unit, General Dynamics Advanced Information System, was awarded a $52,000,000 contract modification to provide operational support; field engineering, repair and return services; training; and system development for the U.S. and U.K. TRIDENT II (D5) Fire Control System. The contract also includes SSGN Attack Weapons Control Systems lifecycle cost control and technology refresh work. On Dec. 9, 2008, Co.'s business unit, General Dynamics Information Technology was awarded a $9,900,000, 18 month contract from U.S. Army Training and Doctrine Command to support the Ordnance Mechanical Maintenance School at Aberdeen Proving Grounds in Maryland. On Dec. 15, 2008, Co.'s subsidiary, General Dynamics NASSCO, was awarded a $940,000,000 contract from the U.S. Navy for the construction of two T-AKE dry cargoammunition ships and to purchase

long-lead construction materials for two additional T-AKE ships. On Dec. 18, 2008, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $46,500,000 contract to perform work on USS North Carolina during its post-shakedown availability. On Dec. 19, 2008, Co. through its General Dynamics European Land Systems unit, MOWAG GmbH, was awarded a $217,000,000 for 244 DURO and PIRHANA vehicles, to be produced in Kreuzlingen, Switzerland. On Dec. 19, 2008, Co. acquired AxleTech International of Troy, MI. On Dec. 22, 2008, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a contract valued at $14,000,000,000, for the construction of eight Virginia-class submarines by The U.S. Navy.

On Jan. 5, 2009, Co. acquired AxleTech International from The Carlyle Group. On Jan. 6, 2010, Co.'s business unit, General Dynamics Land Systems, was awarded a contract for $84,000,000 for battle-damage assessment, repair services and materials for Stryker brigades deployed to Iraq and Afghanistan. Co. also was awarded a contract for $28,000,000 for 474 hull protection kits and spare parts for the Stryker family of vehicles. On Jan. 26, 2009, Co. acquired an information technology services business that performs work for Co.'s classified customers.

On Jan. 30, 2009, Co.'s subsidiary, General Dynamics NASSCO was awarded two contracts totaling $34,600,000 by the U.S. Navy to modernize the amphibious assault ship USS Germantown (LSD 42) and maintain the amphibious transport dock ship USS Dubuque (LPD 8). On Feb. 2, 2009, Co. was awarded a multi-year contract valued at $81,000,000 to upgrade 30 M1 Abram tanks to the M1A2 Systems Enhancement Package Version 2 configuration by the U.S. Army TACOM Life Cycle Management Command. On Feb. 3, 2009, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $6,300,000 modification to a previously awarded contract for management and support of nuclearmaintenance work for submarines homeported at the Naval Submarine Base New London in Groton by the U.S. Navy.

On Feb. 12, 2009, Co.'s subsidiary, General Dynamics Land SystemsCanada was awarded a $27,200,000 contract modification by the Marine Corps Systems Command for spare parts in support of RG-31 Mk5E vehicles under the Mine Resistant Ambush Protected program. On Feb. 13, 2009, Co.'s subsidiary, General Dynamics Advanced Information Systems, was awarded a $95,200,000 contract by the U.S. Navy for research, development and operation of Information Fusion as

it relates to the Information Fusion Center established by the Naval Air Warfare Center Weapons Division to support U.S. Navy, Department of Defense and Department of Homeland Security operations. On Feb. 17, 2009, Co.'s subsidiary, General Dynamics NASSCO, was awarded a $3,500,000 design contract for the U.S. Navy's Mobile Landing Ship program. Terms of the contracts were not disclosed.

On Feb. 18, 2009, Co.'s subsidiary, General Dynamics Ordnance and Tactical Systems, was awarded two modifications totaling $20,400,000 to an existing contract for the demilitarization of obsolete and excess ammunition by the U.S. Army Field Support Command at Rock Island, Ill. These awards bring the total contract value to $171,000,000.

On Feb. 19, 2009, Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $16,000,000 contract extension by the U.S. Navy for the production of M61A2 20mm automatic Gatling gun systems for use on F/A-18 fighter jets. On Feb. 23, 2009, Co.'s business unit, Dynamics Armament and Technical Products, was awarded a contract by Lockheed Martin Corp., for production of F-16 Ammunition Handling Systems. The total potential value of the five-year contract is $39,000,000, with an initial order of $8,900,000, for systems for Turkish and Moroccan F-16 fighter jets.

On Mar. 11, 2009, Co.'s business unit, General Dynamics Land Systems, was awarded a contract worth $33,000,000, to purchase longlead materials for the production of 140 M1A1 SA tanks for the Iraq program. On Mar. 30, 2009, Co.'s business unit, General Dynamics Information Technology, was awarded a follow-on contract from the Defense Information Systems Agency, to support the Systems Integration Communications Infrastructure Support program. The contract is valued at $10,900,000, over a fiveyear period. On Apr. 1, 2009, Co.'s business unit, General Dynamics Information Technology, was awarded the Radio Frequency Communications Engineering Support contract by Space and Naval Warfare. The fiveyear, multiple-award, indefinite delivery/indefinite quantity contract has an initial value of $43,000,000. The contract has a total potential value of $82,000,000, if eight, sixmonth extensions are exercised. On Apr. 3, 2009, Co. was awarded an Alliant contract by the U.S. General Services Administration to provide federal government agencies with integrated information technology solutions for evolving needs on a global basis. Alliant is a 10-year multiple-award, indefinite delivery/indefinite quantity government-wide acquisition contract. The contract has a $50,000,000,000 potential value among all 59 awardees if all options are exercised.

On Apr. 6, 2009, Co. was awarded a five-year, $40,000,000 subcontract by SRA International of Fairfax, Va., to provide support to the U.S. European Command and U.S. Africa Command. On Apr. 13, 2009, Co. was awarded a five-year, $14,500,000 contract to provide information assurance support to the U.S. Army, Pacific.

On Apr. 15, 2009, Co.'s unit, General Dynamics Armament and Technical Products, was awarded a contract modification valued at approximately $28,000,000, from U.S. Army Tank Automotive Command, Rock Island, Ill., to produce M2HB machine guns. On Apr. 20, 2009, Co., through its subsidiary, General Dynamics C4 Systems, Inc., was awarded a $12,000,000 contract from the U.S. Army's Tank-automotive and Armaments Command Contracting Center to design a new information-systems ensemble for soldiers to use during combat operations. On Apr. 21, 2009, Co. was awarded a five-year, $56,000,000 contract to provide service design, transition and operations support to the Defense Information Systems Agency's MultiNational Information Sharing Delivery, Transition and Operation program. On Apr. 21, 2009, Co. was awarded a $35,000,000 multi-year contract by The U.S. Army Joint Munitions and Lethality Contracting Center awarded for the Load, Assemble and Pack of the M231 and M232A1 Modular Artillery Charge System.

On Apr. 23, 2009, Co.'s subsidiary, Bath Iron Works, was awarded a $19,800,000 modification contract by the U.S. Navy to perform Post Shakedown Availability maintenance, repair and upgrade work for an Arleigh Burke-class Aegis destroyer homeported in Norfolk, Va.

On May 1, 2009, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded an order valued at approximately $150,000,000 by the U.S. Army Aviation and Missile Command Contracting Center to produce Hydra70 rockets, warheads and motors.

On May 4, 2009, Co. was awarded a $40,000,000 contract to support the U.S. Army's Tank-Automotive and Armaments Command Life Cycle Management Command's Small Arms Readiness and Evaluation Teams program. The multiple-award contract covers a three-year period. Terms of the contract were not disclosed.

On May 5, 2009, Co. was awarded a $37,000,000 contract by the U.S. Army TACOM Life Cycle Management Command for Abrams Tank System Technical Support.

On May 5, 2009, Co. was awarded a $30,000,000, six-year contract by the U.S. Air Force Cryptologic Programs Systems Group, to design, develop, install and support the Remote Rekey Modernization program. The total potential value of the contract is $50,000,000 if all options are exercised.

On May 6, 2009, Co.'s General Dynamics Armament and Technical Products, was awarded a $34,000,000 contract option for production, testing and field support packages for Joint Biological Point Detection Systems, from The U.S. Army Research, Development and Engineering Command Acquisition Center, Aberdeen Proving Ground, MD. On May 7, 2009, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded a $37,000,000 contract by the U.S. Army Contracting Command in Picatinny Arsenal, N.J to produce reactive armor tile sets for the Bradley Fighting Vehicle. On May 13, 2009, Co.'s business unit, General Dynamics Advanced Information Systems, was awarded a $39,900,000 contract for development and production as part of the Navy's Surface Electronic Warfare Improvement Program Block 1B. On May 19, 2009, Co.'s subsidiary, General Dynamics C4 Systems, Inc., received a $3,000,000 delivery order from the U.S. Army to integrate the Prophet Enhanced tactical signals intelligence system into Medium Mine Protected Vehicles. On May 22, 2009, Co.'s business unit, General Dynamics Electric Boat was awarded a $15,800,000 contract by the U.S Navy to plan and perform repair work on USS Hartford (SSN768).

On June 2, 2009, Co. was awarded a contract by the U.S. Joint Forces Command (USJFCOM) to provide "Project Support" services to the USJFCOM Enterprise and the Joint Concept Development and Experimentation Directorate (J9). This is a five-year multiple-award, indefinite delivery/indefinite quantity contract. The contract has a $328,000,000 potential value among all three awardees if all options are exercised. On June 2, 2009, Co. was awarded a contract by the U.S. Joint Forces Command (USJFCOM) to provide essential mission and businesssustainment support services to the USJFCOM enterprise and the Joint Concept Development and Experimentation Directorate. This is a five-year multiple-award, indefinite delivery/indefinite quantity contract. The contract has a $151,000,000 potential value among the two awardees if all options are exercised. On June 8, 2009, Co.'s business unit, General Dynamics Information Technology, was awarded a fiveyear, $20,000,000 contract to support the U.S. Army's Program Executive Office-Enterprise Information Systems, Installation Management Systems-Army Project Office located at Fort Belvoir, VA. On June 15, 2009, Co.'s C4 Systems was awarded a $21,000,000 contract to add Internet-like capabilities to the U.S. Marine Corps' Combat Operations Centers.

On July 1, 2009, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded a $10,000,000 contract extension by U.S. Army TACOM-ARDEC for the production of MK19 grenade machine guns. Deliveries are expected to begin in Apr. 2010 and will be completed in July 2012. This award brings the total contract value to over $67,000,000. On July 6, 2009, Co.'s subsidiary, General Dynamics Information Technology, Inc., was awarded a $9,200,000, three-year contract to support the U.S. Army Medical Command and Office of the Surgeon General. On July 8, 2009, Co.'s business unit, General Dynamics Advanced Information Systems, was awarded one of the National Communications System's National Security and Emergency Preparedness Scientific, Engineering and Technical Assistance contracts by the U.S. Department of Homeland Security. This five-year, multiple-award, indefinite delivery/indefinite quantity contract has a combined ceiling value of $388,900,000 to be competed among all four awardees through the term of the contract. On July 13, 2009, Co. was awarded by the U.S. Navy, a $33,100,000 contract to provide ongoing Lead Yard Services for the DDG 51 Arleigh Burke-class Aegis Destroyer Program.

On July 14, 2009, Co. was awarded an $11,000,000, three-year task order by Perot Systems Government Services, Inc., to support the U.S. Army at Fort Monmouth under the Information Technology Enterprise Solutions-2 Services contract vehicle. On July 20, 2009, Co.'s business unit, General Dynamics Advanced Information Systems, was awarded a $10,200,000 first-year contract of a multi-year award by the U.S. Navy to provide upgrades to the submarine weapons control system portion of the AN/BYG-1 submarine combat system. On July 21, 2009, Co.'s business unit, General Dynamics Land Systems, was awarded a $45,000,000 contract from The U.S. TACOM Lifecycle Management Command for the Egyptian tank coproduction program.

On Aug. 6, 2009, Co. was received a $17,000,000 contract modification from the U.S. Marine Corps to build nine Combat Operations Center, Capability Set III, systems.

On Aug. 6, 2009, Co. subsidiary, General Dynamics Electric Boat, was awarded a $65,200,000 contract to perform repair work on USS Hartford (SSN-768). On Aug. 18, 2009, Co.'s unit, General Dynamics Electric Boat, was awarded a $42,100,000 contract by The U.S. Navy, to plan and perform routine maintenance and modernization work on USS Springfield, a Los Angeles-class attack submarine.

On Aug. 26, 2009, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded a four-year indefinite delivery, indefinite quantity contract for the production of M2 flex machine guns. Production under initial delivery orders valued at approximately $100,000,000 is scheduled to be completed by Apr. 2012. On Sept. 2, 2009, Co. subsidiary, General Dynamics Advanced Information Systems, Inc., acquired Axsys Technologies, Inc. (Axsys Technologies) for $54,000,000 in cash per share of Axsys Technologies' outstanding common stock. The cost of the transaction is approximately $643,000,000. On Sept. 4, 2009, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $31,000,000 contract from the U.S. Navy to plan and perform maintenance and modernization work on U.S. Trident-Class and U.K. Vanguard-Class submarines. On Sept. 25, 2009, Co.'s unit, General Dynamics Land Systems, was awarded a $7,000,000 contract to continue to design the new Saudi M1A2 Abrams tank for the Kingdom of Saudi Arabia. On Sept. 25, 2009, Co.'s business unit, General Dynamics Land Systems, was awarded a $24,000,000 contract to supply Commanders Remote Operated Weapons Stations, version two, kits to the U.S. Army TACOM Lifecycle Management Command.

On Sept. 28, 2009, Co.'s business unit, General Dynamics Information Technology, was awarded a fiveyear, $86,200,000 contract to provide field-level sustainment services and technical support for equipment and networks for the U.S. Marine Corps' critical Combat Operations Center program. On Oct 9, 2009, Co.'s subsidiary, General Dynamics Land Systems was awarded a contract, valued at $647,000,000 from the U.S. Army TACOM Lifecycle Management Command for 352 Stryker vehicles. On Oct. 15, 2009, Co.'s subsidiary, General Dynamics Information Technology, Inc. was awarded an indefinite delivery, indefinite quantity contract by U.S. Department of Homeland Security's Citizenship and Immigration Services to develop secure credentials for immigrants seeking employment within the United States. The contract has an initial value of $1,000,000 and a maximum potential value of $22,000,000 over five years if all options are exercised. On Dec. 2, 2009, Co.'s subsidiary, General Dynamics C4 Systems was awarded a contract by the U.S. Army Program Executive Office for Simulation, Training and Instrumentation Program Manager for Training Devices. The five-year contract has a maximum value of $200,000,000. On Dec. 2, 2009, Co.'s subsidiary, General Dynamics Information Technology was awarded a $15,600,000, five-year contract to support the Department of Defense's Defense Acquisition University at Fort

Belvoir, Va. On Dec. 3, 2009, Co.'s subsidiary, General Dynamics C4 Systems, Inc. will produce 24 additional Combat Operations Centers for the U.S. Marine Corps under a new $54,000,000 contract modification. This award modified a contract initially granted to Co. in 2002. The total value of that contract was $741,000,000. On Dec. 3, 2009, Co. was awarded a $203,000,000 contract by the U.S. Army TACOM Lifecycle Management Command (the "Army") to design the Stryker of the future. The Army announced an initial $42,600,000 increment of this award on Nov. 25, 2009. On Dec. 9, 2009, Co.'s business unit, General Dynamics Land Systems, was awarded a contract, valued at $17,600,000 for the purchase of longlead materials that will be used to convert 15 M1A2 Abrams tanks to M1A2S tanks for the Kingdom of Saudi Arabia. The contract was awarded by the U.S. Army TACOM Lifecycle Management Command for the Royal Saudi Land Forces. On Dec. 14, 2009, Co.'s business unit, General Dynamics Advanced Information Systems, was awarded a contract with a total potential value of $110,000,000 by Charles Stark Draper Laboratory to produce integrated circuits for the U.S. Navy's TRIDENT II (D5) submarinelaunched ballistic missile program.

On Dec. 15, 2009, Co.'s business unit, General Dynamics Land Systems, was awarded a contract with a valued at $14,000,000 by The U.S. Army Tank and Automotive Command to purchase long-lead materials for the production of 140 M1A1 SA tanks for the Iraq program. On Dec. 16, 2009, Co.'s business unit, General Dynamics Information Technology, was awarded a contract valued at $322,000,000 by the U.S. Army for the initial outfitting and transition support of the newly renovated Walter Reed National Military Medical Center in Bethesda, MD., and the newly constructed Fort Belvoir Community Hospital in VA. On Dec. 18, 2009, Co.'s business unit, General Dynamics Land Systems, was awarded a contract valued at $134,000,000 by The U.S. Army TACOM Lifecycle Management Command for work in support of the Stryker family of combat vehicles. In 2010, Co. sold its Spanish nitrocellulose operation. On Jan. 4, 2010, Co.'s business unit, General Dynamics Land Systems, was awarded a contract valued at $198,000,000 from the U.S. Army Tank and Automotive Command to build 140 M1A1 SA tanks for Iraq.

On Jan. 8, 2010, Co. acquired a provider of software for military mission planning and execution.

On Jan. 13, 2010, Co.'s subsidiary, General Dynamics Advanced Information Systems, Inc., was awarded by the U.S. Air Force a fiveyear, $60,000,000 contract to provide network management and mission operations support to the 480th Intelligence Surveillance and Reconnaissance Wing's Air Force Distributed Common Ground System and two network operations centers.

On Jan. 18, 2010, Co.'s subsidiary, General Dynamics American Overseas Marine Corp., was awarded a $27,200,000 operations and maintenance services contract by the U.S. Navy's Military Sealift Command. On Jan. 21, 2010, Co.'s business unit, General Dynamics Armament and Technical Product, was awarded an order of approximately $33,000,000 to produce reactive armor tile sets for the Bradley Fighting Vehicle by the U.S. Army Contracting Command in Picatinny Arsenal, N.J.

On Jan. 22, 2010, Co.'s business unit, General Dynamics Electric Boat, was awarded a $118,000,000 contract modification by the U.S. Navy to continue concept studies, engineering and design of a Common Missile Compartment for the United Kingdom's Successor ballistic-missile submarine and the U.S. Ohio replacement submarine. On Jan. 29, 2010, Co.'s business unit, General Dynamics Electric Boat was awarded a $23,700,000 contract modification by the U.S. Navy to prepare for the post-shakedown availability on the nuclear

submarine New Hampshire (SSN778). On Mar. 23, 2010, Co.'s business unit, General Dynamics Land Systems, was awarded a contract valued at $37,000,000 by the U.S. Army TACOM Lifecycle Management Command of Warren, MI, for Abrams Tank Systems Technical Support. On May 12, 2010, Co. acquired a business that demilitarizes, incinerates and disposes of munitions, explosives and explosive wastes. On June 22, 2010, Co. acquired a U.K. based-company that designs and manufactures sensor and optical surveillance systems for military and security applications. On June 24, 2010, Co. awarded Harris Corporation a five-year, $140,000,000 contract to modernize the ground segment of the satellite communications network used by the National Aeronautics and Space Administration. On July 1, 2010, Co.'s subsidiary, General Dynamics UK Ltd., signed a contract with the UK Ministry of Defence to deliver the Specialist Vehicle for the British Army. Terms of the contract were not disclosed. On July 6, 2010, Co.'s subsidiary, General Dynamics Electric Boat was awarded a $171,800,000 contract by the U.S. Navy to provide lead-yard services for Virginia-class nuclearpowered attack submarines.

On July 9, 2010, Co.'s subsidiary, General Dynamics Land SystemsCanada was awarded a contract valued at $34,400,000 from the Government of Canada to perform trade-off studies, design work, prototype build and testing to define the upgrades that will be incorporated into Canada's fleet of LAV III vehicles. In 2011, Co. sold the detection systems portion of the weapons systems business in its Combat Systems group. The pretax gain was $38,000,000. On July 15, 2011, Co. acquired a provider of enterprise services and cloud computing to the U.S. Department of Defense. On July 18, 2011, Co. acquired Network Connectivity Solutions, Corp. Terms of the transaction were not disclosed. On July 25, 2011, Co. acquired Fortress Technologies, Inc. Terms of the transaction were not disclosed.

On Aug. 12, 2011, Co. acquired a provider of information assurance and security software. On Sept. 30, 2011, Co. acquired Vangent Holding Corp. for approximately $960,000,000. On Oct. 31, 2011, Co. acquired Metro Machine Corp., a surface-ship repair business in Norfolk, VA that supports the U.S. Navy fleet.

On Dec. 19, 2011, Co.'s subsidiary, Falcon Acquisition Corp., acquired Force Protection Inc.'s outstanding shares of common stock, par value $0.001 per share, for $5.52 per Share, in cash without interest. On Apr. 19, 2012, General Dynamics Ordnance and Tactical Systems, a business unit of Co. and Rheinmetall Defence of Dusseldorf, Germany, have formed a tank ammunition joint venture company named Defense Munitions International, LLC. Terms of the join venture were not disclosed. The new company will develop and market new and existing 120mm kinetic energy and multipurpose cartridges for the U.S. and international tank ammunition markets. On June 8, 2012, Co. acquired IPWireless, Inc., a provider of 3G and 4G Long Term Evolution wireless broadband network equipment and solutions for public safety and military customers. On June 11, 2012, Co. completed its previously announced purchase of IPW Holdings, Inc. Terms of the transaction were not disclosed. On July 31, 2012, Co. acquired the Ship Repair and Coatings Division of Earl Industries. Terms of the transaction were not disclosed. On Aug. 17, 2012, Co. acquired Open Kernel Labs, Inc. Terms of the transaction were not disclosed. On Aug. 27, 2012, Co. acquired Gayston Corp's defense operations. Terms of the transaction were not disclosed.

On Aug. 27, 2012, Co. acquired Fidelis Security Systems, Inc. Terms of the transaction were not disclosed.

On Dec. 21, 2012, Co. acquired Applied Physical Sciences Corp., a provider of applied submarine research and development services.

Historic News 09/12/2012 On Sept. 10, 2012, Co. acquired Open Kernel Labs, Inc. Terms of the transaction were not disclosed. 08/29/2012 On Aug. 28, 2012, Co. acquired Fidelis Security Systems, Inc. Terms of the transaction were not disclosed.

08/28/2012 On Aug. 27, 2012, Co. acquired Gayston Corp's defense operations. Terms of the transaction were not disclosed. 08/02/2012 On Aug. 1, 2012, Co. acquired the Ship Repair and Coatings Division of Earl Industries. Terms of the transaction were not disclosed. 06/12/2012 On June 11, 2012, Co. completed its previously announced purchase of IPW Holdings, Inc. Terms of the transaction were not disclosed. 05/04/2012

On May 4, 2012, Co. received notification of an unsolicited minitender offer by TRC Capital Corporation to purchase up to 2,000,000 shares of Co. common stock from Co.?s shareholders, or approximately 0.56 percent of Co.?s outstanding common stock, at a price of $66.95 per share.

04/20/2012 On Apr. 19, 2012, General Dynamics Ordnance and Tactical Systems, a business unit of Co. and Rheinmetall Defence of Dusseldorf, Germany, have formed a tank ammunition joint venture company named Defense Munitions International, LLC. Terms of the join venture were not disclosed. The new company will develop and market new and existing 120mm kinetic energy and multi-purpose cartridges for the U.S. and international tank ammunition markets.

12/29/2011 On Dec. 19, 2011, Co.'s subsidiary, Falcon Acquisition Corp., acquired Force Protection Inc.'s outstanding shares of common stock, par value $0.001 per share, for $5.52 per Share, in cash without interest.

11/10/2011 On Nov. 7, 2011, Co. entered into a definitive merger agreement under which General Dynamics will acquire Force Protection, Inc. for approximately $360,000,000. 10/03/2011 On Sept. 30, 2011, Co. acquired Vangent Holding Corp. for approximately $960,000,00. 09/26/2011

On Sept 21, 2011, Co. entered an agreement to acquire Metro Machine Corp. Terms of the transaction were not disclosed. 08/17/2011 On Aug. 16, 2011, Co. entered into a definitive agreement to acquire Vangent Holding Corp. for approximately $960,000,000. 07/26/2011 On July 25, 2011, Co. acquired Fortress Technologies, Inc. Terms of the transaction were not disclosed.

07/20/2011 On July 18, 2011, Co. acquired Network Connectivity Solutions, Corp. Terms of the transaction were not disclosed. 06/15/2011 On June 14, 2011, Co. entered into a definitive agreement to acquire Fortress Technologies, Inc. Terms of the transaction were not disclosed.

07/14/2010 On July 6, 2010, Co.'s subsidiary, General Dynamics Electric Boat was awarded a $171,800,000 contract by the U.S. Navy to provide lead-yard services for Virginia-class nuclearpowered attack submarines.

07/13/2010 On July 9, 2010, Co.'s subsidiary, General Dynamics Land SystemsCanada was awarded a contract valued at $34,400,000 from the Government of Canada to perform trade-off studies, design work, prototype build and testing to define the upgrades that will be incorporated into Canada's fleet of LAV III vehicles. 07/12/2010

On July 1, 2010, Co.'s subsidiary, General Dynamics UK Ltd., signed a contract with the UK Ministry of Defence to deliver the Specialist Vehicle for the British Army. Terms of the contract were not disclosed. 06/25/2010 On June 24, 2010, Co. awarded Harris Corporation a five-year, $140,000,000 contract to modernize the ground segment of the satellite communications network used by the National Aeronautics and Space Administration.

06/24/2010 On June 22, 2010, Co.'s subsidiary, General Dynamics United Kingdom Limited, acquired Kylmar (KMC) Limited. Terms of the transaction were not disclosed. 03/26/2010 On Mar. 23, 2010, Co.'s business unit, General Dynamics Land Systems, was awarded a contract valued at $37,000,000 by the U.S. Army TACOM Lifecycle Management Command of Warren, MI. for Abrams Tank Systems Technical Support.

02/12/2010 On Jan. 29, 2010, Co.'s business unit, General Dynamics Electric Boat was awarded a $23,700,000 contract modification by the U.S. Navy to prepare for the post-shakedown availability on the nuclear submarine New Hampshire (SSN-778).

02/08/2010

On Jan. 22, 2010, Co.'s business unit, General Dynamics Electric Boat, was awarded a $118,000,000 contract modification by the U.S. Navy to continue concept studies, engineering and design of a Common Missile Compartment for the United Kingdom's Successor ballistic-missile submarine and the U.S. Ohio replacement submarine. 02/01/2010 On Jan. 13, 2010, Co.'s subsidiary, General Dynamics Advanced Information Systems, Inc., was awarded by the U.S. Air Force a fiveyear, $60,000,000 contract to provide network management and mission operations support to the 480th Intelligence Surveillance and Reconnaissance Wing's Air Force Distributed Common Ground System and two network operations centers. 01/27/2010 On Jan. 18, 2010, Co.'s subsidiary, General Dynamics American Overseas Marine Corp., was awarded a $27,200,000 operations and maintenance services contract by the U.S. Navy's Military Sealift Command. 01/26/2010 On Jan. 21, 2010, Co.'s business unit, General Dynamics Armament and Technical Product, was awarded an order of approximately $33,000,000 to produce reactive armor tile sets for the Bradley Fighting Vehicle by the U.S. Army Contracting Command in Picatinny Arsenal, N.J. 01/07/2010

On Jan. 4, 2010, Co.'s business unit, General Dynamics Land Systems, was awarded a contract valued at $198,000,000 from the U.S. Army Tank and Automotive Command to build 140 M1A1 SA tanks for Iraq.

01/07/2010 On Jan. 6, 2010, Co.'s business unit, General Dynamics Land Systems, was awarded a contract for $84,000,000 for battle-damage assessment, repair services and materials for Stryker brigades deployed to Iraq and Afghanistan. Co. also was awarded a contract for $28,000,000 for 474 hull protection kits and spare parts for the Stryker family of vehicles. 12/21/2009 On Dec. 18, 2009, Co.'s business unit, General Dynamics Land Systems, was awarded a contract valued at $134,000,000 by The U.S. Army TACOM Lifecycle Management Command for work in support of the Stryker family of combat vehicles.

12/17/2009 On Dec. 16, 2009, Co.'s business unit, General Dynamics Information Technology, was awarded a contract valued at $322,000,000 by the U.S. Army for the initial outfitting and transition support of the newly renovated Walter Reed National Military Medical Center in Bethesda, MD., and the newly constructed Fort Belvoir Community Hospital in VA. 12/16/2009

On Dec. 15, 2009, Co.'s business unit, General Dynamics Land Systems, was awarded a contract with a valued at $14,000,000 by The U.S. Army Tank and Automotive Command to purchase long-lead materials for the production of 140 M1A1 SA tanks for the Iraq program. 12/15/2009 On Dec. 14, 2009, Co.'s business unit, General Dynamics Advanced Information Systems, was awarded a contract with a total potential value of $110,000,000 by Charles Stark Draper Laboratory to produce integrated circuits for the U.S. Navy's TRIDENT II (D5) submarine-launched ballistic missile program. 12/11/2009 On Dec. 9, 2009, Co.'s business unit, General Dynamics Land Systems, was awarded a contract, valued at $17,600,000 for the purchase of longlead materials that will be used to convert 15 M1A2 Abrams tanks to M1A2S tanks for the Kingdom of Saudi Arabia. The contract was awarded by the U.S. Army TACOM Lifecycle Management Command for the Royal Saudi Land Forces. 12/08/2009 On Dec. 3, 2009, Co. was awarded a $203,000,000 contract by the U.S. Army TACOM Lifecycle Management Command (the "Army") to design the Stryker of the future. The Army announced an initial $42,600,000 increment of this award on Nov. 25, 2009. 12/07/2009

On Dec. 3, 2009, Co.'s subsidiary, General Dynamics C4 Systems, Inc. will produce 24 additional Combat Operations Centers for the U.S. Marine Corps under a new $54,000,000 contract modification. This award modified a contract initially granted to Co. in 2002. The total value to date of that contract is now $741,000,000. 12/07/2009 On Dec. 2, 2009, Co.'s subsidiary, General Dynamics Information Technology was awarded a $15,600,000, five-year contract to support the Department of Defense's Defense Acquisition University at Fort Belvoir, Va. 12/07/2009 On Dec. 2, 2009, Co.'s subsidiary, General Dynamics C4 Systems was awarded a contract by the U.S. Army Program Executive Office for Simulation, Training and Instrumentation Program Manager for Training Devices. The five-year contract has a maximum value of $200,000,000. 10/16/2009 On Oct. 15, 2009, Co.'s subsidiary, General Dynamics Information Technology, Inc. was awarded an indefinite delivery, indefinite quantity contract by U.S. Department of Homeland Security's Citizenship and Immigration Services to develop secure credentials for immigrants seeking employment within the United States. The contract has an initial value of $1,000,000 and a maximum potential value of $22,000,000 over five years if all options are exercised.

10/12/2009

On Oct 9, 2009, Co.'s subsidiary, General Dynamics Land Systems was awarded a contract, valued at $647,000,000 from the U.S. Army TACOM Lifecycle Management Command for 352 Stryker vehicles. 09/30/2009 On Sept. 25, 2009, Co.'s business unit, General Dynamics Land Systems, was awarded a $24,000,000 contract to supply Commanders Remote Operated Weapons Stations, version two, kits to the U.S. Army TACOM Lifecycle Management Command. 09/28/2009 On Sept. 25, 2009, Co.'s unit, General Dynamics Land Systems, was awarded a $7,000,000 contract to continue to design the new Saudi M1A2 Abrams tank for the Kingdom of Saudi Arabia. 09/08/2009 On Sept. 4, 2009, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $31,000,000 contract from the U.S. Navy to plan and perform maintenance and modernization work on U.S. Trident-Class and U.K. Vanguard-Class submarines.

09/03/2009 On Sept. 2, 2009, Co. subsidiary, General Dynamics Advanced Information Systems, Inc., acquired Axsys Technologies, Inc. ("Axsys Technologies") for $54,000,000 in cash per share of Axsys Technologies' outstanding common stock. The cost of the transaction is approximately $643,000,000. 08/27/2009

On Aug. 26, 2009, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded a four-year indefinite delivery, indefinite quantity contract for the production of M2 flex machine guns. Production under initial delivery orders valued at approximately $100,000,000 is scheduled to be completed by Apr. 2012. 08/19/2009 On Aug. 18, 2009, Co.'s unit, General Dynamics Electric Boat, was awarded a $42,100,000 contract by The U.S. Navy, to plan and perform routine maintenance and modernization work on USS Springfield, a Los Angeles-class attack submarine. 08/07/2009 On Aug. 6, 2009, Co. was received a $17,000,000 contract modification from the U.S. Marine Corps to build nine Combat Operations Center, Capability Set III, systems. Also on Aug. 6, 2009, Co. subsidiary, General Dynamics Electric Boat, was awarded a $65,200,000 contract to perform repair work on USS Hartford (SSN768). 07/22/2009 On July 21, 2009, Co.'s business unit, General Dynamics Land Systems, was awarded a $45,000,000 contract from The U.S. TACOM Lifecycle Management Command for the Egyptian tank coproduction program.

07/21/2009

On July 20, 2009, Co.'s business unit, General Dynamics Advanced Information Systems, was awarded a $10,200,000 first-year contract of a multi-year award by the U.S. Navy to provide upgrades to the submarine weapons control system portion of the AN/BYG-1 submarine combat system. 07/16/2009 On July 14, 2009, Co. was awarded an $11,000,000, three-year task order by Perot Systems Government Services, Inc., to support the U.S. Army at Fort Monmouth under the Information Technology Enterprise Solutions-2 Services contract vehicle.

07/14/2009 On July 13, 2009, Co. was awarded by the U.S. Navy, a $33,100,000 contract to provide ongoing Lead Yard Services for the DDG 51 Arleigh Burke-class Aegis Destroyer Program. 07/09/2009 On July 8, 2009, Co.'s business unit, General Dynamics Advanced Information Systems, was awarded one of the National Communications System's National Security and Emergency Preparedness Scientific, Engineering and Technical Assistance contracts by the U.S. Department of Homeland Security. This five-year, multipleaward, indefinite delivery/indefinite quantity contract has a combined ceiling value of $388,900,000 to be competed among all four awardees through the term of the contract. 07/07/2009

On July 6, 2009, Co.'s subsidiary, General Dynamics Information Technology, Inc., was awarded a $9,200,000, three-year contract to support the U.S. Army Medical Command and Office of the Surgeon General. 07/02/2009 On July 1, 2009, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded a $10,000,000 contract extension by U.S. Army TACOM-ARDEC for the production of MK19 grenade machine guns. Deliveries are expected to begin in Apr. 2010 and will be completed in July 2012. This award brings the total contract value to date to over $67,000,000. 06/16/2009 On June 15, 2009, Co.'s C4 Systems was awarded a $21,000,000 contract to add Internet-like capabilities to the U.S. Marine Corps' Combat Operations Centers.

06/11/2009 On June 8, 2009, Co.'s business unit, General Dynamics Information Technology, was awarded a fiveyear, $20,000,000 contract to support the U.S. Army's Program Executive Office-Enterprise Information Systems, Installation Management Systems-Army Project Office located at Fort Belvoir, VA. 06/10/2009 On June 4, 2009, Co.'s business unit, General Dynamics Advanced Information Systems, entered into a definitive agreement to acquire Axsys Technologies, Inc. for $54 per share of Axsys Technologies' outstanding common stock. The total cost of the transaction would be $643,000,000.

06/04/2009 On June 2, 2009, Co. was awarded a contract by the U.S. Joint Forces Command (USJFCOM) to provide essential mission and businesssustainment support services to the USJFCOM enterprise and the Joint Concept Development and Experimentation Directorate. This is a five-year multiple-award, indefinite delivery/indefinite quantity contract. The contract has a $151,000,000 potential value among the two awardees if all options are exercised. Also on June 2, 2009, Co. was awarded a contract by USJFCOM to provide "Project Support" services to the USJFCOM Enterprise and the Joint Concept Development and Experimentation Directorate (J9). This is a five-year multiple-award, indefinite delivery/indefinite quantity contract. The contract has a $328,000,000 potential value among all three awardees if all options are exercised.

05/25/2009 On May 22, 2009, Co.'s business unit, General Dynamics Electric Boat was awarded a $15,800,000 contract by the U.S Navy to plan and perform repair work on USS Hartford (SSN768). 05/20/2009 On May 19, 2009, Co.'s subsidiary, General Dynamics C4 Systems, Inc., received a $3,000,000 delivery order from the U.S. Army to integrate the Prophet Enhanced tactical signals intelligence system into Medium Mine Protected Vehicles.

05/14/2009

On May 13, 2009, Co.'s business unit, General Dynamics Advanced Information Systems, was awarded a $39,900,000 contract for development and production as part of the Navy's Surface Electronic Warfare Improvement Program Block 1B. 05/08/2009 On May 7, 2009, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded a $37,000,000 contract by the U.S. Army Contracting Command in Picatinny Arsenal, N.J to produce reactive armor tile sets for the Bradley Fighting Vehicle.

05/07/2009 On May 6, 2009, Co.'s General Dynamics Armament and Technical Products, was awarded a $34,000,000 contract option for production, testing and field support packages for Joint Biological Point Detection Systems, from The U.S. Army Research, Development and Engineering Command Acquisition Center, Aberdeen Proving Ground, MD. 05/07/2009 On May 5, 2009, Co. was awarded a $30,000,000, six-year contract by the U.S. Air Force Cryptologic Programs Systems Group, to design, develop, install and support the Remote Rekey Modernization program. The total potential value of the contract is $50,000,000 if all options are exercised. On May 5, 2009, Co. was awarded a $37,000,000 contract by the U.S. Army TACOM Life Cycle Management Command for Abrams Tank System Technical Support.

05/05/2009

On May 4, 2009, Co. was awarded a $40,000,000 contract to support the U.S. Army's Tank-Automotive and Armaments Command Life Cycle Management Command's Small Arms Readiness and Evaluation Teams program. The multiple-award contract covers a three-year period. Terms of the contract were not disclosed. 05/04/2009 On May 1, 2009, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded an order valued at approximately $150,000,000 by the U.S. Army Aviation and Missile Command Contracting Center to produce Hydra70 rockets, warheads and motors. 04/24/2009 On Apr. 23, 2009, Co.'s subsidiary, Bath Iron Works, was awarded a $19,800,000 modification contract by the U.S. Navy to perform Post Shakedown Availability maintenance, repair and upgrade work for an Arleigh Burke-class Aegis destroyer homeported in Norfolk, Va. 04/22/2009 On Apr. 21, 2009, Co. was awarded a $35,000,000 multi-year contract by The U.S. Army Joint Munitions and Lethality Contracting Center awarded for the Load, Assemble and Pack of the M231 and M232A1 Modular Artillery Charge System. Also, on Apr. 21, 2009,

Co. was awarded a five-year, $56,000,000 contract to provide service design, transition and operations support to the Defense Information Systems Agency's MultiNational Information Sharing Delivery, Transition and Operation program. 04/21/2009 On Apr. 20, 2009, Co., through its subsidiary, General Dynamics C4 Systems, Inc., was awarded a $12,000,000 contract from the U.S. Army's Tank-automotive and Armaments Command Contracting Center to design a new informationsystems ensemble for soldiers to use during combat operations. 04/16/2009 On Apr. 15, 2009, Co.'s unit, General Dynamics Armament and Technical Products, was awarded a contract modification valued at approximately $28,000,000, from U.S. Army Tank Automotive Command, Rock Island, Ill., to produce M2HB machine guns.

04/14/2009 On Apr. 13, 2009, Co. was awarded a five-year, $14,500,000 contract to provide information assurance support to the U.S. Army, Pacific.

04/07/2009 On Apr. 6, 2009, Co. was awarded a five-year, $40,000,000 subcontract by SRA International of Fairfax, Va., to provide support to the U.S. European Command and U.S. Africa Command. 04/06/2009

On Apr. 3, 2009, Co. was awarded an Alliant contract by the U.S. General Services Administration to provide federal government agencies with integrated information technology solutions for evolving needs on a global basis. Alliant is a 10-year multiple-award, indefinite delivery/indefinite quantity government-wide acquisition contract. The contract has a $50,000,000,000 potential value among all 59 awardees if all options are exercised. 04/03/2009 On Apr. 1, 2009, Co.'s business unit, General Dynamics Information Technology, was awarded the Radio Frequency Communications Engineering Support contract by Space and Naval Warfare. The fiveyear, multiple-award, indefinite delivery/indefinite quantity contract has an initial value of $43,000,000. The contract has a total potential value of $82,000,000, if eight, six-month extensions are exercised. 03/31/2009 On Mar. 30, 2009, Co.'s business unit, General Dynamics Information Technology, was awarded a follow-on contract from the Defense Information Systems Agency, to support the Systems Integration Communications Infrastructure Support program. The contract is valued at $10,900,000, over a fiveyear period. 03/12/2009 On Mar. 11, 2009, Co.'s business unit, General Dynamics Land Systems, was awarded a contract worth $33,000,000, to purchase longlead materials for the production of 140 M1A1 SA tanks for the Iraq program.

02/24/2009 On Feb. 23, 2009, Co.'s business unit, Dynamics Armament and Technical Products, was awarded a contract by Lockheed Martin Corp., for production of F-16 Ammunition Handling Systems. The total potential value of the five-year contract is $39,000,000, with an initial order of $8,900,000, for systems for Turkish and Moroccan F16 fighter jets. 02/20/2009 On Feb. 19, 2009, Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $16,000,000 contract extension by the U.S. Navy for the production of M61A2 20mm automatic Gatling gun systems for use on F/A-18 fighter jets.

02/19/2009 On Feb. 18, 2009, Co.'s subsidiary, General Dynamics Ordnance and Tactical Systems, was awarded two modifications totaling $20,400,000 to an existing contract for the demilitarization of obsolete and excess ammunition by the U.S. Army Field Support Command at Rock Island, Ill. These awards bring the total contract value to date to $171,000,000.

02/18/2009 On Feb. 17, 2009, Co.'s subsidiary, General Dynamics NASSCO, was awarded a $3,500,000 design contract for the U.S. Navy's Mobile Landing Ship program. Terms of the contracts were not disclosed.

02/16/2009

On Feb. 13, 2009, Co.'s subsidiary, General Dynamics Advanced Information Systems, was awarded a $95,200,000 contract by the U.S. Navy for research, development and operation of Information Fusion as it relates to the Information Fusion Center established by the Naval Air Warfare Center Weapons Division to support U.S. Navy, Department of Defense and Department of Homeland Security operations. 02/13/2009 On Feb. 12, 2009, Co.'s subsidiary, General Dynamics Land SystemsCanada was awarded a $27,200,000 contract modification by the Marine Corps Systems Command for spare parts in support of RG-31 Mk5E vehicles under the Mine Resistant Ambush Protected program. 02/04/2009 On Feb. 3, 2009, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $6,300,000 modification to a previously awarded contract for management and support of nuclearmaintenance work for submarines homeported at the Naval Submarine Base New London in Groton by the U.S. Navy.

02/03/2009 On Feb. 2, 2009, Co. was awarded a multi-year contract valued at $81,000,000 to upgrade 30 M1 Abram tanks to the M1A2 Systems Enhancement Package Version 2 configuration by the U.S. Army TACOM Life Cycle Management Command. 02/02/2009

On Jan. 30, 2009, Co.'s subsidiary, General Dynamics NASSCO was awarded two contracts totaling $34,600,000 by the U.S. Navy to modernize the amphibious assault ship USS Germantown (LSD 42) and maintain the amphibious transport dock ship USS Dubuque (LPD 8). 01/06/2009 On Jan. 5, 2009, Co. acquired AxleTech International from The Carlyle Group. Terms of the transaction were not disclosed. 12/23/2008 On Dec. 22, 2008, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a contract valued at $14,000,000,000, for the construction of eight Virginia-class submarines by The U.S. Navy.

12/22/2008 On Dec. 19, 2008, Co. through its General Dynamics European Land Systems unit, MOWAG GmbH, was awarded a $217,000,000 for 244 DURO and PIRHANA vehicles, to be produced in Kreuzlingen, Switzerland. 12/19/2008 On Dec. 18, 2008, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $46,500,000 contract to perform work on USS North Carolina during its post-shakedown availability. 12/16/2008

On Dec. 15, 2008, Co.'s subsidiary, General Dynamics NASSCO, was awarded a $940,000,000 contract from the U.S. Navy for the construction of two T-AKE dry cargoammunition ships and to purchase long-lead construction materials for two additional T-AKE ships. 12/10/2008 On Dec. 9, 2008, Co.'s business unit, General Dynamics Information Technology was awarded a $9,900,000, 18 month contract from U.S. Army Training and Doctrine Command to support the Ordnance Mechanical Maintenance School at Aberdeen Proving Grounds in Maryland. 12/05/2008 On Dec. 4, 2008, Co.'s business unit, General Dynamics Advanced Information System, was awarded a $52,000,000 contract modification to provide operational support; field engineering, repair and return services; training; and system development for the U.S. and U.K. TRIDENT II (D5) Fire Control System. The contract also includes SSGN Attack Weapons Control Systems lifecycle cost control and technology refresh work.

12/03/2008 On Dec. 2, 2008, Co.'s subsidiary, Bath Iron Works, was awarded a $45,800,000 contract option by the U.S Navy to provide services associated with the detail design and construction of the DDG 1000 Zumwalt-class destroyer. 12/02/2008

On Dec. 1, 2008, Co.'s unit, General Advanced Information Systems, awarded Lockheed Martin MS2 of Syracuse, NY, a contract valued at up to $36,000,000, including options, for development and procurement of the High Gain, High Sensitivity subsystem.

11/20/2008 On Nov. 19, 2008, Co. signed a definitive agreement to acquire AxleTech International. Terms of the contract were not disclosed. 11/19/2008 On Nov. 18, Co. received a $286,000,000 contract from the U.S. Navy for planning yard work, engineering and technical support for nuclear submarines. The contract has a total potential value of $1,800,000,000 over five years if all options are exercised and funded. 11/18/2008 On Nov. 17, 2008, Co. was awarded two contracts by Lockheed Martin Corp. for the production of GAU-22/A gun systems for the F-35 Lightning II stealth fighter aircraft. The contracts have a combined value of nearly $9,000,000.

11/11/2008 On Nov. 10, 2008, Co. was awarded $58,300,000 to design the new Saudi M1A2 Abrams tank for the Kingdom of Saudi Arabia. The Foreign Military Sales contract was awarded by the U.S. Army TACOM Lifecycle Management Command for the Royal Saudi Land Forces.

11/06/2008

On Nov. 5, 2008, Co. acquired Jet Aviation Management AG from Dreamliner Lux S.a.r.l., a company controlled by the Permira Funds, for approx. $2,180,000,000. 11/05/2008 On Nov. 4, 2008, Co. was awarded an Infrastructure, Design, Engineering, Architecture and Integration contract by the U.S. Patent and Trademark Office. The length of the contract is one year with four one-year renewal options. Terms of the contract were not disclosed. 10/31/2008 On Oct. 30,2008, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $10,200,000 modification to an existing contract for submarine modernization and related work at the submarine base in Groton by the U.S. Navy. 10/29/2008 On Oct. 27, 2008, Co. awarded a contract in excess of $15,000,000 to Air Methods Corporation. The contract calls for Air Methods Corporation to provide more than 300 patient loading systems to Co. for the U.S. Army Stryker Medical evacuation vehicle. 10/28/2008 On Oct. 27, 2008, Co. was awarded a $22,000,000 work order from Force Protection, Inc., to produce spare parts for the Mine-Resistant, AmbushProtected vehicle program.

10/14/2008 On Oct. 13, 2008, Co. was awarded a $9,000,000 contract from U.S. Army TACOM-Rock Island, Ill., for production of M2HB machine guns.

10/10/2008

On Oct. 9, 2008, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded two new orders to produce Hydra-70 rockets and warheads for The U.S. Army Aviation and Missile Life Cycle Management Command. The orders were awarded under a five-year contract signed in 2005 that has a total potential value of more than $900,000,000 if all options are exercised. 10/09/2008 On Oct. 8, 2008, Co.'s business unit, General Dynamics Ordnance and Tactical Systems, was awarded a $33,600,000 contract by the U.S. Army Field Support Command, Rock Island, Ill. for production of smallcaliber ammunition.

09/26/2008 On Sept. 25, 2008, Co.'s business unit, General Dynamics Information Technology was awarded a five-year, $25,700,000 contract by the U.S. Naval Air Systems Command to provide program management services for the Swiss government's F/A-18 Hornet fighter fleet. 09/24/2008 On Sept. 22, 2008, Co. was awarded a $9,200,000 contract by the U.S. Navy to continue developing the Common Network Interface system, a software package that improves situational awareness for Expeditionary Strike Group commanders. 09/17/2008

On Sept. 16, 2008, Co.'s business unit, General Dynamics Information Technology, was awarded a $27,000,000 Seaport-e task orders by the Naval Sea Systems Command Naval Surface Warfare Center, Carderock Division, in Philadelphia.

09/17/2008 On Sept. 12, 2008, Co. was awarded a $7,400,000 contract by the U.S. Navy to provide ongoing Lead Yard Services for the DDG 51 Arleigh Burke-class AEGIS Destroyer Program. 09/11/2008 On Sept. 10, 2008, Co.'s business unit, General Dynamics C4 Systems, was awarded a $70,000,000 contract to equip the 5th Brigade, 2nd Infantry Division Stryker Brigade Combat Team with a new, lighter-weight version of the Land Warrior integrated fighting system. 09/08/2008 On Sept. 5, 2008, Co.'s business unit, General Dynamics Land Systems was awarded a $34,000,000 contract for 30 M1A1 Abrams Integrated Management (AIM) main battle tanks. The contract includes an option for 30 additional AIM vehicles, bringing the total potential award value to $69,500,000.

09/03/2008 On Sept. 2, 2008, Co.'s business unit, General Dynamics C4 Systems, was awarded a $41,000,000 contract by U.S. Marine Corps System Command for the production of nine capability set II Combat Operations Centers and 18 common modules. Also on Sept. 2,

2008, Co.'s business unit, General Dynamics Land Systems, was awarded a $47,000,000 contract by Force Protection Inc. to provide supplies and support for the U.S. Marine Corps' Mine Resistant Ambush Protected vehicle program.

08/21/2008 On Aug. 19, 2008, Co. entered into a definitive agreement, to acquire Zurich, Switzerland-based Jet Aviation, from Dreamliner Lux S.a.r.l., for CHF2,450,000,000 (approximately $2,250,000,000) in cash. 08/21/2008 On Aug. 20, 2008, Co.'s business unit, General Dynamics Land Systems was awarded a $326,500,000 contract by the U.S. Army TACOM Lifecycle Management Command for the production of 62 Stryker Mobile Gun System variant vehicles. 08/19/2008 On Aug. 14, 2008, Co.'s business unit, General Dynamics Ordnance and Tactical Systems was awarded a $34,800,000 modification to an existing demilitarization contract by the U.S. Army Field Support Command at Rock Island, Ill.

08/14/2008 On Aug. 13, 2008, Co.'s General Dynamics Armament and Technical Products, was awarded a $37,000,000 contract, from The U.S. Army Armament Research, Development and Engineering Center, for the qualification and production of reactive armor side skirt tiles for the Bradley Fighting Vehicle System. 08/14/2008

On Aug.13, 2008, Co.'s business unit, General Dynamics Information Technology, was awarded a $60,000,000 contract over five years by the General Services Administration in support of the U.S. Navy's Naval Facilities Engineering Command Southwest Mishap Prevention & Hazard Abatement program. 08/08/2008 On Aug. 7, 2008, Co.'s business unit, General Dynamics C4 Systems, was awarded a $2,800,000 contract by the National Security Agency to add a new Public Switched Telephone Network feature to the Sectera(R) vIPer(TM) Universal Secure Phone.

08/07/2008 On Aug. 6, 2008, Co.'s business unit, General Dynamics Land Systems, was awarded a $614,000,000 contract by the U.S. Army TACOM Lifecycle Management Command 1 to upgrade 235 M1A1 Abrams main battle tanks to the M1A2 Systems Enhancement Package Version Two configuration. 08/07/2008 On Aug. 6, 2008, Co.'s business unit, General Dynamics Land Systems, was awarded a $1,200,000,000 contract for production and maintenance of 615 Stryker vehicles by the U.S. Army TACOM Lifecycle Management Command.

08/06/2008 On Aug. 5, 2008, Co. was awarded a $24,200,000 contract to produce 10 LAV-25 Light Armored Vehicles three LAV logistics vehicles and vehicle components for the United States Marine Corps to meet anticipated warloss requirements.

08/01/2008 On July 31, 2008, Co., through its business unit, General Dynamics Land Systems, was awarded a $15,800,000 contract by The U.S. Army TACOM Life Cycle Management Command for spare parts in support of RG-31 Mk5E vehicles under the Mine Resistant Ambush Protected program. 07/30/2008 On July 29, 2008, Co., through its business unit, General Dynamics C4 Systems was awarded a $23,000,000 contract for AN/USC-61(C) Digital Modular Radios (DMRs), the U.S. Navy's standard communications system for newly constructed ships and submarines. Deliveries are scheduled to begin in mid-2009 and continue though 2010.

07/29/2008 On July 28, 2008, Co. was awarded a TRICARE Evaluation, Analysis and Management Support contract by the U.S. Department of Defense. The 10year indefinite delivery, indefinite quantity contract has a $5,000,000,000 total potential value among all awardees if all options are exercised.

07/23/2008 On July 22, 2008, Co.'s subsidiary, General Dynamics Information Technology, purchased ViPS, Inc., from HLTH Corp., for $225,000,000.

07/22/2008 On July 21, 2008, Co. was awarded a contract by The Office of Naval Research to develop the Common Launch and Recovery System for use on the Littoral Combat Ship.

07/18/2008 On July 17, 2008, Co., through its business unit, General Dynamics Information Technology, was awarded a $33,000,000 contract by the U.S. Army Installation Management Command to provide total information technology services to Fort Rucker, located in Alabama. 07/15/2008 On July 14, 2008, Co. was awarded by Raytheon Missile Systems of Louisville, Ky., a $22,000,000 contract to produce gun systems for the Phalanx Block 1B Close-In Weapon System and the Centurion Land-Based Phalanx Weapon System. 07/14/2008 On July 11, 2008, Co., through its business unit, General Dynamics Land Systems, was awarded a $374,000,000 contract by the Government of Canada for a full range of lifecycle support services for the Canadian Forces fleet of Wheeled Light Armoured Vehicles. 07/10/2008 On July 10, 2008, Co.'s subsidiary, General Dynamics NASSCO, was awarded a contract by the U.S. Navy, to modernize San Diego-homeported LSD 41 and LSD 49- class amphibious assault ships, for $210,000,000. Also, on July 10, 2008, Co.'s another subsidiary, General Dynamics C4 Systems, was awarded a $9,200,000 contract option, to continue the development, qualification and certification of a National Security Agency approved encryption module, from Department of Defense satellites.

07/03/2008

On July 2, 2008, Co.'s subsidiary, Bath Iron Works, was awarded a $20,700,000 contract by the U.S Navy to provide ongoing Lead Yard Services for the DDG 51 Arleigh Burke-class AEGIS destroyer program. 07/01/2008 On June 30, 2008, Co.'s business unit, General Dynamics Information Technology, was awarded a delivery order by the U.S. Army, to expand information technology infrastructure and network capabilities, at Fort Meade to support the Maryland base's growth, for $16,500,000, over two years, if all options are exercised. 06/26/2008 On June 25, 2008, Co.'s subsidiary, General Dynamics Ordnance and Tactical Systems was awarded a $23,000,000 contract for the first year of a multiple year contract with a total potential value of $151,800,000 for the production of M795 projectile metal parts. 06/23/2008 On June 20, 2008, Co., through its subsidiary, was awarded a $1,900,000,000 contract by NetJets Inc. to supply a total of 40 new Gulfstream aircraft. Four Gulfstream G450s and four Gulfstream G550s will be delivered to NetJets Inc. each year from 2012 through 2016. This deal also includes a long-term maintenance support agreement. 06/17/2008 On June 16, 2008, Co. was awarded by the U.S. Navy, a $29,700,000 contract modification for nuclearsubmarine work.

06/17/2008 On June 16, 2008, Co. was awarded a $10,000,000 contract by the U.S. Air Force Electronic Systems Command to install Air Force Gateways at 13 locations worldwide to enhance security, administration and performance at the Air Force Intranet perimeter. 06/13/2008 On June 12, 2008, Co. was awarded a $67,000,000 contract by The U.S. Army TACOM Life Cycle Management Command (LCMC), in support of the Program Executive Office for Combat Support and Combat Service Support (PEO CS&CSS) to provide 111 RG-31 Mk5E Mine Protected Vehicles. 06/10/2008 On June 9, 2008, Co. was awarded an $18,000,000 task order to develop, implement and maintain the Homeland Security Information Network (HSIN) Next Generation. 06/10/2008 On June 9, 2008, Co. was awarded three task orders by the Defense Logistics Agency (DLA) Defense Medical Logistics Standard Support Wholesale Program (DMLSS-W). The contracts have a total potential value of $7,400,000 over two years if all options are exercised. 06/09/2008 On June 5, 2008, Co., through its business unit, General Dynamics Land Systems, was awarded a $19,800,000 contract by The U.S. Army TACOM Lifecycle Management Command to support the reset of 129 M1A2 Abrams Systems Enhancement Package Version Two (SEP

V2) configuration of the main battle tank. 06/06/2008 On May 29, 2008, Co. was awarded a $7,800,000 contract extension for the production of M61A2 20mm automatic Gatling gun systems for use on F/A-18 fighter jets.

05/26/2008 On May 23, 2008, Co. was awarded a $6,000,000 contract modification for nuclear submarine maintenance by The U. S. Navy. 05/21/2008 On May 20, 2008, Co. was awarded a $26,100,000 five year contract to support the Army National Guard's distributed learning information technology (IT) program.

05/20/2008 On May 16, 2008, Co., through its subsidiary, General Dynamics Electric Boats, was awarded a $38,000,000 contract modification to perform a range of work on USS Hawaii (SSN-776) during its postshakedown availability. 05/20/2008 On May 19, 2008, Co.'s subsidiary, General Dynamics Information Technology, was awarded a task order by the Federal Bureau of Investigation, to provide information technology management services at its headquarters and field offices, for an initial value of $13,700,000, with a one-year period of performance. The total potential value of the award if all options are exercised is $83,000,000 over five years. 05/15/2008

On May 14, 2007, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded a $9,000,000 in contracts from the U.S. Army Joint Munition and Lethality Life Cycle Management Command for develop a Lightweight .50 Caliber (12.7mm) Machine Gun (LW50MG) weapon system. 05/14/2008 On May 13, 2008, Co., through its subsidiary, General Dynamics C4 Systems Inc awarded an $8,000,000 contract to Curtiss-Wright Corporation to provide Curtiss-Wright General Processor Modules for use in the Integrated Computer System of the U.S. Army's Future Combat Systems program. 05/13/2008 On May 12, 2008, Co. was awarded a five-year, $27,000,000 contract from the U.S. Navy for performancebased logistics support of mission computers in Navy F/A-18 Hornet and AV-8B Harrier aircraft.

05/09/2008 On May 8, 2008, Co., through its business unit, General Dynamics Land Systems, was awarded a contract worth $116,000,000 for the purchase of long-lead materials for work associated with the Abrams main battle tank. 05/05/2008 On May 2, 2008, Co.'s business unit, General Dynamics Land Systems, was awarded two contracts worth $51,000,000 for work on the Abrams main battle tank.

04/30/2008

On Apr. 29, 2008, Co., through its business unit, General Dynamics Land Systems, was awarded a $58,000,000 contract modification to purchase long-lead materials for Stryker Infantry Carrier Vehicle and Nuclear, Biological and Chemical Reconnaissance Vehicle variants. 04/22/2008 On Apr. 21, 2008, Co. was awarded two contracts valued at $57,000,000 for Abrams Tank Urban Survivability Kits. 04/18/2008 On Apr. 17, 2008, Co. was awarded a $140,000,000 contract to develop and integrate the maritime and fixedsite joint tactical radio capabilities and provide information assurance services for the Lockheed Martin Airborne, Maritime and Fixed Site Joint Tactical Radio System team. 04/01/2008 On Mar. 31, 2008, Co.'s business unit, General Dynamics Land Systems, was awarded two contracts totaling $159,000,000, for work associated with the Abrams main battle tank. 03/31/2008 On Mar. 28, 2008, Co.'s business unit, General Dynamics C4 Systems was awarded $375,000,000, five-year indefinite delivery contract by the U.S. Marine Corps to produce units of the next generation Tactical Data Network-Data Distribution SystemModular.

03/28/2008

On Mar. 27, 2008, Co.'s unit, General Dynamics Land Systems was awarded a $31,500,000 contract for Abrams Tank Systems Technical Support. 03/25/2008 On Mar. 24, 2008, Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a five-year contract, worth $166,400,000, from The U.S. Army Aviation and Missile Life Cycle Management Command, for the production of 2.75-inch Hydra-70 rockets. 03/24/2008 On Mar. 21, 2008, Co.'s subsidiary, General Dynamics Electric Boat was awarded a $324,900,000 contract modification to buy long lead time material for the FY 09 Virginia-Class submarine, SSN-784 and the FY 11 submarine, SSN-787 from the U.S. Navy.

03/17/2008 On Mar. 14, 2008, Co., through its business units, General Dynamics Ordnance and Tactical Systems was awarded two contracts valued at $20,500,000 and $88,700,000 for production of small-caliber ammunition by the U.S. Army Sustainment Command, Rock Island, Ill. Work will be performed in St. Petersburg, Fla. 03/13/2008 On Mar. 12, 2008, Co.'s business unit, General Dynamics Land Systems, was awarded a $15,700,000 contract, for Abrams Tank Systems Technical Support. 03/11/2008

On Mar. 10, 2008, Co. was awarded a $191,000,000 contract by Naval Sea Systems Command to provide support to the Missile Defense Agency's Aegis Ballistic Missile Defense (BMD) program directorate. Under the contract, Co. will provide systems engineering and program management assistance to Aegis BMD for production, fleet introduction and fleet operations and support. Co. also will provide test and evaluation engineering management and safety, quality and mission assurance engineering; and support international programs including Foreign Military Sales and cooperative development activities. 03/11/2008 On Mar. 10, 2008, Co. was awarded a $33,000,000 contract for work associated with the Stryker Mobile Gun and Nuclear, Biological and Chemical Reconnaissance variants.

03/07/2008 On Mar. 6, Co. awarded a $66,200,000 contract extension from the U.S. Navy's Naval Sea Systems Command to continue engineering services work on the Submarine Tactical Control System portion of the Submarine Combat System Modernization program.

09/28/2007 Co.'s subsidiary, General Dynamics Electric Boat, received an $8,400,000 contract modification from the U.S. Navy to plan the post-shakedown availability on the nuclear submarine USS Hawaii (SSN-776).

09/25/2007

Co. was awarded by The Department of Homeland Security a contract with a maximum potential value of $10,500,000 over 52 months if all options are exercised, to provide technical and program management support services to the U.S. Coast Guard Incident Response Team (CIRT). 09/24/2007 Co.'s business unit, General Dynamics Land Systems awarded $43,000,000 contract from the U.S. TACOM Lifecycle Management Command for parts for Stryker combat vehicles and Abrams main tanks. 09/13/2007 Co.'s subsidiary, General Dynamics Electric Boat received a $7,000,000 contract modification from the U.S. Navy to manage and support nuclearmaintenance work for submarines based in Groton. 09/07/2007 Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $48,000,000 multiyear contract by Lockheed Martin Aeronautics Company to produce components of the F-22 Raptor fighter aircraft. 09/03/2007 Co.'s business unit, General Dynamics Ordance and Tactical Systems awarded $24,200,000 for the first year of a contract from the U.S. Army Sustainment Command at Rock Island, Ill. The contract has a total potential value of $189,000,000.

08/29/2007

Co., through its business unit, General Dynamics Land Systems, was awarded, a $20,000,000 delivery order as part of a $37,000,000 contract to reset 36 M1A1 Abrams Integrated Management main battle tanks from The U.S. Army TACOM Lifecycle Management Command. 08/25/2007 Co.'s business unit, General Dynamics Land Systems awarded $56,000,000 from U.S. Army Research, Development and Engineering Command for upgrade 14 M93 and four M93A1 Fox Nuclear, Biological and Chemical Reconnaissance Systems to the M93A1P1 configuration. 08/23/2007 Co.'s business unit, General Dynamics Ordnance and Tactical Systems awarded $74,600,000 contract from the U.S. Army Joint Munitions Command at Rock Island, Ill. for the production of 30mm PGU15 A/B Target Practice Cartridges.

08/21/2007 Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $107,700,000 contract option from the U.S. Army TACOM-Picatinny for reactive armor production for the Bradley Fighting Vehicle.

08/20/2007 Co.'s subsidiary, General Dynamics NASSCO awarded $75,000,000 contracts from the U.S. Navy to provide maintenance and emergent repair services for San Diego-based frigates. 08/10/2007

Co.'s business unit, awarded more than $605,000,000 contarcts from the U.S. Department of Defense. 08/09/2007 Co.'s business unit, General Dynamics Land Systems-Canada awarded USD $338,700,00 contract to produce 600 RG-31 Category II vehicles for its Mine Resistant Ambush Protected vehicle program.

08/07/2007 Co.'s business unit, General Dynamics Information Technology awarded a contract by Qatar Shell GTL Limited to provide telecommunications and information technology engineering, procurement and technical-assistance services to the Pearl Gas-to-Liquids project in Qatar. 08/06/2007 Co.'s business unit, General Dynamics Land Systems-Canada had been awarded CAD$49,200,000 contract for provide 33 LAV III Infantry Section Carriers.

08/01/2007 Co.'s subsidiary, General Dynamics Armament and Technical Products awarded a $26,000,000 contract from U.S. Army Tank Automotive Command, Rock Island, Ill., for the production of M2HB machine guns.

08/01/2007 Co. awarded a General Services Administration(GSA) Alliant contract to provide federal government agencies with integrated information technology solutions for evolving needs on a global basis

07/30/2007

Co.'s business iunit, General Dynamics Ordance and Tactical Systems awarded $7, 500, 000 contract from Lockheed Martin for the production of warheads for the U.S. Army's Guided Multiple Launch Rocket System (GMLRS) - Unitary.

07/24/2007 Co.'s subsidiary, General Dynamics NASSCO, was awarded a $100,000,000 contract from the U.S. Navy to purchase long-lead materials for the construction of a tenth T-AKE dry cargo-ammunition ship.

07/18/2007 U.S. Navy has awarded General Dynamics Electric Boat a $116.4 million contract modification for Virginia-class submarine lead-yard services, development studies and design efforts. Electric Boat is a wholly owned subsidiary of Co. 07/17/2007 Co.'s subsidiary, Bath Iron Works, was awarded a $49,400,000 contract from the U.S. Navy to provide ongoing Lead Yard Services for the DDG 51 Arleigh Burke- class AEGIS destroyer program.

07/11/2007 U.S. Army TACOM Life Cycle Management Command has awarded General Dynamics Land Systems, a business unit of Co., a $54 million contract modification for Abrams Tank System Technical Support. 07/04/2007

The U.S. Army TACOM Life Cycle Management Command on June 26 awarded General Dynamics Land Systems, a business unit of Co., a $257 million delivery order under an existing contract for 165 Stryker eightwheeled combat vehicles.

07/02/2007 Co.'s business unit, General Dynamics Land Systems delivered its first Mine Resistant Ambush Protected (MRAP) vehicles to the U.S. Marine Corps from Anniston, Ala. 06/21/2007 Co.'s business unit, General Dynamics Land Systems-Canada awarded USD$19, 900, 000 contract from the U.S. Army TACOM Life Cycle Management Command for provide 44 RG- 31 Mk5 Mine Protected Vehicles. 06/20/2007 U.S. Air Force Space and Missile Systems Center has awarded General Dynamics Advanced Information Systems, a business unit of Co., a $6.4 million contract modification to continue work on the Alternative Infrared Satellite System (AIRSS) program. 06/14/2007 Co.'s business unit, General Dynamic Land Systems awarded newly $18, 000, 000 contract for work on the U.S. Army's Abrams main battle tank and Stryker eight-wheeled combat vehicle. 05/24/2007

Co.'s business unit, General Dynamics Information Technology awarded $ 19, 000, 000 contract from Department of Defense (DoD) National Security Education Program (NSEP) to establish National Corps of Language Professionals.

05/16/2007 General Dynamics Advanced Information Systems, a business unit of Co., was awarded a Landsat Data Continuity Mission (LDCM) Spacecraft Accommodation study contract by the NASA Goddard Space Flight Center. 05/09/2007 The U.S. Army TACOM Life Cycle Management Command has awarded General Dynamics Land Systems, a business unit of Co., $101 million in two separate contracts for additional Stryker vehicles and support. 05/03/2007 Co. elected two new officers of the corporation. Randy M. Collins has been elected vice president, Financial Planning and Analysis, reporting to Hugh Redd, senior vice president and chief financial officer; and Henry C. Eickelberg has been elected vice president, Human Capital Processes, reporting to Walter M. Oliver, senior vice president, Human Resources and Administration.

05/03/2007 Co. awarded an approx. $24 million contract from the U.S. Department of Homeland Security (DHS) to provide Technology Operations and Maintenance Infrastructure Support (TOMIS) services for the U. S. Citizenship and Immigration Services (USCIS). The task

order has a total potential value of approx. $227 million over a 77-month period if all options are exercised.

04/23/2007 Co.'s business unit, General Dynamics Land Systems awarded more than $31 million in three contracts from the U.S. Army TankAutomotive and Armaments Command for combat vehicle work. 04/23/2007 Co. business unit, General Dynamics Ordnance and Tactical Systems awarded $22 million for 20mm ammunition from the U.S. Army Joint Munitions Command at Rock Island Arsenal, Ill. 04/12/2007 Co.'s business unit, General Dynamics Canada awarded a $30 million (US $26.3 million) contract from Canadian Foeces' Vital Point Bio-Sentry Program for supplt its VP Bio Sentry system. 04/11/2007 General Dynamics Armament and Technical Products, a business unit of Co. has received two orders totaling $149 million for the production of 2.75-inch Hydra-70 rockets. 04/04/2007 The U.S. Army TACOM Lifecycle Management Command has awarded General Dynamics Land Systems, a business unit of Co., a $16 million contract modification for repairs on Stryker combat vehicles.

03/26/2007

Co.'s subsidiary, General Dynamics Electric Boat awarded a $11.9 million contract modification for nuclearsubmarine and shore support facility work from the U.S. Navy.

03/26/2007 Co.'s business unit, General Dynamics Land Systems awarded a $12.5 million delivery order from the U.S. Army TACOM Lifecycle Management Command for support of the Stryker family of combat vehicles. 03/19/2007 Co.'s business unit, General Dynamics Ordnance and Tactical Systems awarded a $12 million contract from the U.S. Army Joint Munitions and Lethality Life Cycle Management Command for the production of mortar propelling increment charges for 81mm and 120mm mortar ammunition. 03/13/2007 Co.'s subsidiary, General Dynamics Information Technology, was awarded a contract from The Internal Revenue to support the expansion of the Transition Management Office's outreach and support efforts with the total potential value of the wontract if all options are exercised is $9,600,000 over five years. 03/08/2007 Co. business unit, General Dynamics Land Systems had been awarded a $70 million contract from the U.S. Army TACOM Lifecycle Management Command for combat vehicle-related work. 02/27/2007

Co. was awarded an $11,000,000 delivery order from U.S. Marine Corps Systems Command to produce 20 vehicles for its Mine Resistant Ambush Protected vehicle program. 02/16/2007 Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $32,000,000 contract from The U.S. Army Research, Development and Engineering Command Acquisition Center for Joint Biological Point Detection Systems.

02/15/2007 Co. subsidiary, General Dynamics Electric Boat had been awarded a $43.3 million contract from The U.S. Navy for planning yard work, engineering and technical support for nuclear submarines. 02/14/2007 General Dynamics Information Technology, a business unit of Co., has been awarded a contract by the U.S. Army Product Manager - JointAutomatic Identification Technology office to support its Automated Manifest System Tactical (AMS TAC). The total potential value of this contract if all options are exercised is $4 million over five years. 02/08/2007 Co. business unit, General Dynamics Ordnance and Tactical Systems awarded a $77.7 million contract for production of small-caliber ammunition by the U.S. Army Field Support Command, Rock Island, Ill.

01/31/2007

General Dynamics Armament and Technical Products, a business unit of Co., has been awarded an $8.6 million option from the U.S. Government for production of the MK47 MOD 0 Weapon System, a lightweight 40mm grenade launcher. The award is part of a five-year Indefinite Delivery Indefinite Quantity contract awarded in June 2006 and brings the total contract value to $32.5 million.

01/29/2007 Co. subsidiary, General Dynamics Electric Boat had been awarded a 25 million contract from the U.S. Navy to continue to perform a range of work on USS Texas (SSN-775) during its post-shakedown availability (PSA).

01/26/2007 Co.'s unit, General Dynamic Information Technology, was awarded a $23,000,000 contract for over five years, from The Internal Revenue Service to provide systems support for the Software Development Life Cycle of tax administration applications. 01/22/2007 Co. had been awarded a $40 million from the U.S. Army Sustainment Command in Rock Island, Ill. for M865 Target Practice Cone Stabilized Discarding Sabot-Tracer 120mm cartridges. 01/19/2007 Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $6,900,000 contract modification from U.S. Army Tank Automotive Command, Rock Island, Ill., to produce M2HB Machine Guns.

01/16/2007

Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $9,700,000 contract modification from The U.S. Navy. 01/12/2007 Co.'s subsidiary, General Dynamics C4 Systems, was awarded a $15,500,000 order for satellite communications terminals that would be used in the U.S. Marine Corps' Support Wide Area Network program. 01/11/2007 Co. through its business unit, General Dynamics Santa Barbara Sistemas had been awarded $424.5 million contract by the Spanish Army for the supply of Long Range SPIKE Missile Systems.

01/10/2007 U.S. Army TACOM Lifecycle Management Command recently awarded General Dynamics Land Systems, a business unit of Co., $145 million for contractor logistics support of the Stryker family of combat vehicles. 01/10/2007 General Dynamics Information Technology, a business unit of Co., has been awarded a one-year, $4.9 million follow-on contract to support the training and exercise development program of the U.S. Army Reserve Command's 75th Battle Command Training Division. 01/09/2007 Co. completed its acquisition of SNC Technologies Inc., a wholly owned subsidiary of SNC-Lavalin Group Inc. of Montreal, Quebec, for approximately US$275 million. 01/09/2007

Co.'s subsidiary, General Dynamics Information Technology, was awarded a $20,700,000 follow-on contract to provide live and constructive personnel training and simulation support services to the 309th Military Intelligence (MI) Army Battalion. 01/05/2007 Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $29,000,000 contract from U.S. Army Armament Research, Development and Engineering Center, Picatinny, N.J., for the production of reactive armor tile sets to equip Abrams tanks. 12/21/2006 Co. business unit, General Dynamics Information Technology had been awarded $1.9 billion over contract from the U.S. Air Force Ogden Air Logistics Center under the Design Engineering Support Program II (DESP II). 12/19/2006 Co. business unit, General Dynamics Advanced Information Systems had been awarded a $10 million contract from the U.S. Navy's Naval Sea Systems Command for continue producing multi-purpose processor systems and total ship monitoring system kits as part of the Acoustic Rapid Commercial Off-The-Shelf Insertion program for submarines. 12/13/2006

U.S. Army has awarded General Dynamics Land Systems, a business unit of Co., an $11 million contract modification to produce Tank Urban Survivability Kit Counter Improvised Explosive Device enhancements for 250 M1A1- and M1A2-series Abrams main battle tanks. 12/13/2006 Co. received a $231 million contract modification from the U.S. Marine Corps Systems Command for 165 Combat Operation Centers (COCs), mobile command and control systems. 12/11/2006 Co. elected Michael J. Mulligan, 43, a vice president of the corporation.

12/11/2006 Co. subsidiary, Bath Iron Works had been awarded a $208 million contract option for construction of a second Littoral Combat Ship featuring an innovative, high-speed trimaran hull.

12/06/2006 U.S. Army has awarded General Dynamics Land Systems, a business unit of co., a $305 million contract to reset and upgrade 312 M1A2 Abrams main battle tanks returning from Operation Iraqi Freedom under a new program called Improved Systems Enhancement Package (SEP) Reset. 12/04/2006 Co. business unit, General Dynamics Advanced Information Systems had been awarded a $7.4 million contract to continue integration support of the Distributed Common Ground System for the U.S. Air Force.

12/01/2006 Co.'s subsidiary, General Dynamics Land Systems, was awarded two contracts totaling $359,000,000 from the U.S. Army for Abrams main battle tank work. 11/30/2006 Co. business unit, General Dynamics C4 Systems had been awarded a $45.6 million contract from the U.S. Marione Corps System for 150 unit of the Tactical Data Network, Data Distribution System-Replacement (D DS-R) program.

11/30/2006 Co. business unit, General Dynamics Information Technology had been awarded a $11.7 million over five years contract by The U.S. Navy, to provide information technology and modeling and simulation services for its Weapons Analysis Facility.

11/29/2006 General Dynamics Land Systems, a business unit of Co., has been awarded a $380 million contract to upgrade Abrams tanks with the M1A2 System Enhancement Package. 11/28/2006 Co.'s subsidiary, General Dynamics Electric Boat was awarded a $20,100,000 contract modification from The U.S. Navy for nuclearsubmarine and shore-support facility work. 11/28/2006

Co.'s subsidiary, General Dynamics Information Technology, was awarded a contract valued $15,8000,000 over three years from The U.S. Naval Facilities Engineering Command Information Technology Center to support its Single Platform Maximo Application Systems. 11/16/2006 Co. subsidiary, General Dynamics Electric Boat had been awarded a $15.6 million U.S. Navy contract to develop advanced submarine technologies for current and future undersea platforms. 11/10/2006 Co. through its subsidiary, Electric Boat, was awarded a $5,700,000 contract to support development of the Underwater Express, an undersea transport capable of controllable speeds up to 100 knots through supercavitation. 11/06/2006 Co. bussiness unit, General Dynamics Ordnance and Tactical Systems had been awarded a $6.1 million contract by The NAVSEA Indian Head Division, Indian Head, Md for production of Disposable Fire Sets for use by Joint Services explosive ordnance disposal (EOD) personnel in combat operations. 10/30/2006 Co. subsidiary, General Dynamics Electric Boat had been awarded a $58.7 million contract modification by The U.S. Navy for nuclear-submarine modernization and maintenance work. 10/20/2006

Co. through its subsidiary, General Dynamics Robotics Systems, was awarded a $12,700,000 contract from The U.S. Navy Space and Naval Warfare Systems Center four Unmanned Surface Vehicles for the Littoral Combat Ship Anti-Submarine Warfare Mission Module.

10/16/2006 Co.'s bussiness unit, General Dynamics Land Systems had been awarded a contract by The U.S. Marine Corps for $14 million for 150 Mine Roller Systems. 10/13/2006 Co. through its subsidiary, Electric Boat, was awarded an $18,700,000 contract from the U.S Navy, to perform reactor- plant planning yard services for nuclear submarines and support yard services for moored training ships. 10/06/2006 Co. had elected John C. Ulrich to the position vice president of the corporation. 10/06/2006 Co.'s subsidiary, General Dynamics Land Systems, was awarded a contract for $189,000,000 from The U.S. Marine Corps 151 new-wheeled Light Armored Vehicles, including a $50,000,000 option for 394 LAV-A2 electric turret drives.

09/29/2006 Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $61,500,000 contract from The U.S. Navy to provide lead yard services for Virginia-class nuclear-powered attack submarines.

09/28/2006

Co.'s business unit, General Dynamics Armament and Technical Products had been awarded a $44.5 million contract by U.S. Army TACOM-ARDEC for the production of MK19 grenade machine guns.

09/27/2006 The U.S. Navy awarded a $17.9 million contract to Bath Iron Works, a subsidiary of Co., to perform PostShakedown Availability (PSA) maintenance, repair and upgrade work for the Arleigh Burke-class Guided Missile Destroyer USS FARRAGUT. 09/01/2006 Co.'s subsidiary, Electric Boat, was awarded a $13,700,000 contract modification from The U.S. Navy for nuclear-submarine work.

08/30/2006 Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $30,000,000 competitive contract from U.S. Army Tank Automotive and Armaments Command for the production of reactive armor tile sets to equip Abrams tanks. 08/21/2006 Co.'s business unit, General Dynamics Land Systems had been awarded a $38 million contract by The U.S. Army TACOM Lifecycle Management Command for contractor logistics support on the Stryker combat vehicle. 08/21/2006 Co.'s business unit, General Dynamics Land Systems had been awarded a $38 million contract by The U.S. Army TACOM Lifecycle Management Command for contractor logistics support on the Stryker combat vehicle.

08/17/2006 Co. business unit, General Dynamics Armament and Technical Products had been awarded a $12.4 million contract modification from the Naval Air Systems Command, Patuxent River, Md., for production of 20mm gun systems for the F/A-18E/F fighter aircraft.

08/14/2006 Co. had been awarded $108 million by The U.S. Army for the production of 155 M1A1 tanks through the Abrams Integrated Management process. 08/11/2006 Co.'s subsidiary, General Dynamics Land Systems, was awarded a $34,000,000 contract modification from the U.S. Army to provide manufacturing technical assistance to Egypt for the co-production of the M1A1 Abrams main battle tank.

08/08/2006 Co.'s subsidiary, General Dynamics Land Systems, was awarded a $134,600,000 contract from The U.S. Army, to upgrade 60 M1A2 Abrams main battle tanks to the System Enhancement Package configuration, including a $145,000,000 option to upgrade 60 additional M1A2 Abrams tanks. 08/08/2006 Co.'s subsidiary, General Dynamics NASSCO, was awarded a $1,000,000,000 contract with U.S. Shipping Partners L.P. to build nine product carrier tankers. The contract includes options for five additional ships. 08/04/2006

Co.'s subsidiary, General Dynamics Information Technology was awarded a multiple award Blanket Purchase Agreement from The U.S. National Guard with the total potential value $for 20,000,000 over a five-year period of performance.

08/01/2006 Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded a $129,000,000 contract from the U.S. Army TACOMPicatinny for the production of enhanced-capability reactive armor tile sets for the Bradley Fighting Vehicle System.

07/27/2006 Co. had been awarded an information technology support services contract under the DHS Enterprise Acquisitions Gateway for Leading Edge Solutions program.

07/17/2006 Co. business unit, General Dynamics Information Technology had been chosen by the U.S. Army to modernize communications and data network infrastructure at its base in Ft. Hood, Texas. The contract is valued at $23 million over two years.

07/13/2006 Co. had been awarded a $23.5 million contract from the U.S. government for production of the MK47 MOD 0 Weapon System. 07/11/2006

Co. through its subsidiary, General Dynamics Ordnance and Tactical Systems, was selected as the manufacturer of the Unitary Warhead for the Guided Multiple Launch Rocket System by the U.S. Army and Lockheed Martin. 07/06/2006 Co. subsidiary, General Dynamics Electric Boat had won a $20 million, 18-month contract from the Defense Advanced Research Projects Agency to continue development of shaftless propulsion technology for submarines.

07/06/2006 Co. had been awarded $137 million from the U.S. Army for Stryker vehicle battle damage repair.

06/13/2006 Co.'s subsidiary, General Dynamics Land Systems-Canada, was awarded a CAD $31,000,000 (US $28,000,000) contract from the Government of Canada to provide 25 additional RG-31 Mine Protected Vehicles. 06/12/2006 The U.S. Navy had awarded Co. a $30.7 million contract to provide continued research and development studies related to Virginia-class nuclear-powered attack submarines.

05/08/2006 On Apr. 25, 2006, Dynamics Armament and Technical Products, a business unit of Co., was awarded a $5.1 million contract from the U.S. Army TACOM Life Cycle Management Command, Rock Island, Ill., for the production of 25mm gun barrels. The units will

serve as replacement barrels for the 25mm M242 chain gun that equips the Bradley Fighting Vehicle, for which Co. also produces reactive armor. Work will be performed by existing employees, with deliveries commencing in September 2006 and continuing through December 2007. 04/13/2006 On Apr. 13, 2006, the U.S. Marine Corps Systems Command in Quantico, VA, awarded General Dynamics Land Systems, a business unit of Co., a $44.4 million contract to complete the systems development and demonstration (SDD) phase of the Expeditionary Fighting Vehicle (EFV) program. Co. will provide all required materials, services, personnel and facilities to complete EFV design and development, perform studies and analyses, manufacture and test all SDD prototypes, prepare for production, initiate logistics support and successfully complete the SDD phase. Work will be performed by General Dynamics Amphibious Systems, an operating unit of General Dynamics Land Systems, in Camp Pendleton, CA; Aberdeen, MD; Sterling Heights, MI; and Woodbridge, VA. Work is expected to be completed by September 2009. 04/10/2006 On Apr. 7, 2006, the U.S. Army Research, Development and Engineering Command Acquisition Center awarded General Dynamics Armament and Technical Products, Co.'s business unit, a $45 million contract for production, testing and field support packages for

Joint Biological Point Detection Systems (JBPDS). This award modifies an August 2004 contract and brings the total value to date to $136 million. Work will be performed at General Dynamics Armament and Technical Products' Charlotte, N.C., detection and protection production facility. 03/17/2006 On Mar. 16, 2006, the U.S. Army Field Support Command awarded General Dynamics Ordnance and Tactical Systems, a business unit of Co., a $49 million modification to an existing multi-year ammunition contract for the production of 120mm M831A1 and M865 Tank Training Ammunition. These rounds, fired from M1A1/A2 tanks, provide realistic training at a substantially reduced cost over using tactical rounds. Work is expected to be completed by September 2008.

03/10/2006 On Mar. 8, 2006, the U.S. Army awarded General Dynamics Land Systems a $27 million contract modification for contractor logistics support on deployed Stryker combat vehicles. This modification has a total potential value of $56 million. This funding extends the Interim Contractor Logistics Support (ICLS) contract for the 172nd Stryker Brigade Combat Team deployed in support of Operation Iraqi Freedom, close-out support for the 172nd, and predeployment support for the 3rd Stryker Brigade Combat Team, 2nd Infantry Division. The initial ICLS contract was awarded in May 2002. Work is expected to be completed by February 28, 2007. 02/24/2006

On Feb. 24, 2006, General Dynamics Land Systems was awarded a $49 million contract for electric turret drives to retrofit U.S. Marine Corps Light Armored Vehicles (LAV). Co. will provide 394 electric turret drives for existing LAVs which entered service in the 1980s and continue operational employment. The eight-wheeled amphibious LAVs provide the Marine Corps' Light Armored Reconnaissance Battalion with a mobile, agile and survivable system for conducting offensive and defensive operations in support of the Marine Air-Ground Task Force. Deliveries of the electric turret drives will occur between July 2007 and July 2008; the vehicles will be upgraded at Marine Corps installations in the United States.

02/23/2006 On Feb. 23, 2006, Co. entered a definitive agreement to acquire SNC Technologies Inc., a wholly owned subsidiary of SNC-Lavalin Group Inc., for approximately US$275 million (CAN$315 million). The acquisition has been approved by the boards of directors of both companies and is subject to Canadian Government approval, as well as other regulatory approvals. Co. expects the transaction to be completed in the second quarter of 2006. 02/17/2006 On Feb. 16, 2006, the U.S. Army TACOM Life Cycle Management Command has awarded General Dynamics Land Systems, a business unit of Co., an $18 million contract for the repair of battle-damaged Stryker vehicles. Co. will service, repair and modify the

battle-damaged Stryker vehicles to restore them to a pre-combat, likenew condition. Repairs under this contract will be completed by yearend. 02/10/2006 On Feb. 7, 2006, the U.S. Navy awarded Bath Iron Works, a subsidiary of Co., a $30.9 million modification to a previously awarded contract to perform Post Shakedown Availability (PSA) maintenance, repair and upgrade work for two Arleigh Burke-class Aegis destroyers homeported in Norfolk, Va. The existing contract was originally awarded in March 2005. Work will be performed on USS Bainbridge (DDG 96) and USS Forrest Sherman (DDG 98) by the Bath Iron Works-BAE PSA Team at the facilities of BAE Systems Norfolk Ship Repair in Virginia. Work on DDG 96 will commence in May and is expected to be completed in August 2006. The PSA for DDG 98 will begin in August and will complete in November 2006. Work will include engineering and management services; labor and procurement of material for system upgrades and correction of government-responsible deficiencies; performance of specified PSA work items, including tests and post-repair sea trials; and additional tasking to complete emergent repairs.

02/09/2006 On Feb. 8, 2006, Co.'s business unit, was awarded a $289 million contract from the U.S. Marine Corps Systems Command (Quantico, VA) to develop, design, integrate, produce and install Remote Controlled Improvised Explosive Device (RCIED) Electronic

Counter Measure systems. The indefinite-delivery/indefinite-quantity contract also funds logistic, technical and field service support for the highpowered RCIED jamming systems in support of the Global War on Terrorism. Work will be performed in Burlington, VT (23 percent); Hanahan, SC (22 percent); and Sterling Heights, MI (7 percent). Canada-based subcontractor MedEng Systems will be responsible for 48 percent of work, with a significant portion being performed in Wisconsin. Work is expected to be completed by July 2006. 02/06/2006 On Jan. 31, 2006, the U.S. Navy awarded General Dynamics Electric Boat a $9 million modification to an existing contract for submarine modernization and related work at the Naval Submarine Base in Groton. Initially awarded in October 2001, the overall contract could be worth $142 million over five years if all options are exercised and funded. Under the terms of the modification, Electric Boat will continue to perform nonnuclear submarine modernization and repair services at the Naval Submarine Support Facility at the Base. These services include intermediate overhaul, repair and modernization activities in support of submarines and the Shippingport floating drydock, as well as support and service craft. 02/06/2006

On Jan. 30, 2006, the U.S. Navy awarded General Dynamics Electric Boat a $1.35 billion contract modification that provides funding for the construction of the eighth Virginiaclass submarine and advance procurement for the ninth and 10th ships of the class. The award modifies an August 2003 contract for the construction of six Virginia-class submarines at a rate of one per year from FY 03 through FY 08; the total value of the contract is $8.4 billion. Work under the overall contract is scheduled for completion in 2014 when SSN-783 is delivered. 02/06/2006 On Jan. 30, 2006, the U.S. Army TACOM-ARDEC awarded General Dynamics Ordnance and Tactical Systems a $19.4 million base contract, with up to four option years for the production of Mortar Weapons Systems. Acting as the system prime contractor, Co. will acquire, stage and field M120 120mm Ground Mounted Mortars, M121 120mm Carrier Mounted Mortars, M313 120mm Mortar Subcaliber Training Inserts, M224 60mm Mortar Systems, and M252 81mm Mortar Systems. 02/06/2006 On Jan. 27, 2006, General Dynamics Network Systems was chosen by the U.S. Army to modernize communications and data network infrastructure at Fort Bliss, Texas. The work is valued at $15.6 million over two years if all options are exercised. At Ft.

Bliss, Co. will upgrade the data and voice network infrastructure by installing the latest Internet Protocol telephony technology, as well as a gigabit Ethernet data network. The Army selected Fort Bliss as the site for its Evaluation Brigade Combat Team, where Future Combat Systems will be evaluated. The upgraded communications network will support this activity. 02/06/2006 On Jan. 27, 2006, MOWAG GmbH, a part of General Dynamics European Land Combat Systems, signed an agreement valued at approx. $37 million (euro 30 million) with the Irish Department of Defence (DoD) for 15 PIRANHA 8x8 combat vehicles. This order introduces two new weapons variants to the Irish DoD's fleet and brings the total number of PIRANHA vehicles operated by the Irish DoD to 80. Nine of the 15 PIRANHA vehicles ordered will be equipped with a remotely controlled and stabilized 12.7 mm Kongsberg weapon station, and six will be equipped with a stabilized Otomelara 30 mm weapon system. The PIRANHA is a technically advanced, 8x8 wheeled combat vehicle that provides a high level of protection against mines and ballistic weapons, and increased mobility with its heightadjustable hydro-pneumatic suspension system. Deliveries will start in February 2007. 02/06/2006 On Jan. 26, 2006, General Dynamics Land Systems received a $24 million contract for spare parts that are unique to the two newest Stryker variants: the Stryker Mobile Gun System (MGS) and the Nuclear, Biological and Chemical Reconnaissance Vehicle

(NBCRV). The Stryker MGS variant is a direct-fire infantry assault vehicle with a 105mm cannon mounted in a low-profile, fully stabilized, shoot-onthe-move turret. It is designed to provide firepower support for Stryker Brigade Combat Teams, including an ability to engage hardened positions with its bunker-busting and wall-breaching capabilities. The NBCRV provides the U.S. Army's Stryker Brigade Combat Teams with the Department of Defense's newest nuclear, biological and chemical detection equipment coupled with the mobility and protection of the Stryker chassis. This contract funds procurement of initial unique spares for the first-time fielding of the MGS and NBCRV variants. The contract has a total potential value of $50 million if all options are exercised. Work is expected to be complete by July 31, 2007. 02/04/2006 On Feb. 3, 2006, General Dynamics Land Systems, a business unit of Co., received a $5.8 million increment of a $32.4 million contract for maintenance and supply support for U.S. Army M93A1 Fox Nuclear, Biological and Chemical Reconnaissance Vehicles. The contract has a total potential value of $34 million if a $1.8 million option is exercised for support to the U.S. Marine Corps. Work will be performed by existing General Dynamics Land Systems employees in Anniston, AL; Sterling Heights, MI; and in overseas locations. Work is expected to be complete by Jan. 31, 2007.

02/03/2006

On Feb. 2, 2006, General Dynamics Land Systems, a business unit of Co., received a $128 million increment of a $257 million contract for 130 new eight-wheeled Light Armored Vehicles (LAV-A2) in various configurations for the U.S. Marine Corps. The contract has a total potential value of $307 million if a $50 million option for electric turret drives is exercised.

02/01/2006 On Jan. 31, 2006, General Dynamics NASSCO, a wholly owned subsidiary of Co., received a contract option from the U.S. Navy to build an additional ship under the T-AKE program, a new class of combat logistics force ships. The $317 million contract brings the total number of T-AKE ships awarded to NASSCO to nine, and the total contract value to $2.8 billion. Options for three additional T-AKE ships remain available under the existing contract. 01/30/2006 On Dec. 12, 2005, Co. was awarded a contract from Alliant Techsystems Inc. for continued production of Mk 90 rocket propellant grains at the Radford Army Ammunition plant in Radford, VA. the multi-year award is expected to result in a total contract

value of approx. $190 million. 01/25/2006 On Jan 4, 2006, The U.S. Navy has awarded Bath Iron Works, a subsidiary of Co. (NYSE: GD), a $64 million contract to provide Lead Yard Services for the DDG 51 Arleigh Burke Class AEGIS Destroyer Program and FFG 7 Perry Class Frigate Program. Bath Iron

Works will provide expert design, planning and material support services for maintenance and modernization. Work will be performed in Bath, Maine, and is expected to be completed by Sept. 30, 2010. 01/25/2006 On Jan. 18, 2006, Co. completed its acquisition of FC Business Systems, Inc. Terms were not disclosed.

01/24/2006 On Dec. 14, 2005, Co. and Anteon International Corporation entered into a definitive agreement for Co. to acquire Anteon for $55.50 in cash for each outstanding Anteon share. The cost of the transaction would be approx. $2.2 billion, including the assumption of Anteon's $100 million of net debt. The proposed acquisition has been approved by the boards of directors of both companies. Subject to an affirmative vote by Anteon shareholders and normal regulatory approvals, the transaction is expected to close by the end of the second quarter of 2006. 01/20/2006 On Dec. 15, 2005, the Commonwealth of Australia's (CoA) Defence Materiel Organisation (DMO) and General Dynamics Canada signed a AUS$26 million contract for the core aspects of Phase 1 of the Battlefield Command System (Land) known as JP 2072. General

Dynamics Canada is a wholly-owned subsidiary of Co. Co. will fully integrate team members from both ADI and Tenix Defence into their operations and expects to have both companies under formal subcontract arrangements before the JP 2072 effective contract date of Feb. 2, 2006. 01/20/2006 On Dec. 21, 2005, General Dynamics Armament and Technical Products, a business unit of Co., received a $19 million contract modification from the U.S. Army (Picatinny, NJ) for the production of enhanced-capability reactive armor tile sets for the Bradley Fighting Vehicle System. This award modifies a contract initially awarded on November 5, 2004, and brings the total contract value to $122 million.

01/19/2006 On Jan. 3, 2006, the U.S. Navy awarded a $13.9 million contract to General Dynamics Electric Boat for management and support of nuclear maintenance work for submarines home-ported at Submarine Base New London, CT. Electric Boat is a wholly owned subsidiary of Co. Under the terms of the contract, Electric Boat will operate the Nuclear Regional Maintenance Department (NRMD) at the submarine base through September 2006. The company will provide project management, planning, training and radiological-control services to support maintenance, modernization and repairs. A core group of 22 Electric Boat employees is assigned to the NRMD, with surge groups of up to 110 shipyard employees assigned for short periods. If all options are

exercised and funded, the contract could be worth $61.8 million over three years. 01/13/2006 On Dec. 7, 2005, General Dynamics C4 Systems, a business unit of Co., received a $72.5 million contract from the U.S. Marine Corps System Command for 50 more Unit Operations Centers (UOC), the Marine Corps' mobile command and control system. Work will be performed in Scottsdale, AZ, and is expected to be completed by June 2007. 01/12/2006 On Jan. 9, 2006, General Dynamics Advanced Information Systems, a business unit of Co., received an initial $6.7 million award under a new indefinite-delivery/indefinite-quantity contract for Middleware Sensor Integration. This contract allows orders to be placed for open architecture, commercial off-the-shelf processing, communication and networking solutions for Navy sensor, weapon and combat systems. The contract has a maximum potential value of $65 million. Work will be performed in Fairfax, VA, and Kauai, Hawaii, and is expected to be completed in November 2007. The Office of Naval Research awarded the contract. 12/07/2005 On Nov. 29, 2005, the Government of Canada was awarded a C$60,300,000 (US $51,300,000) contract to General Dynamics Land Systems - Canada to provide 50 RG31 Mine Protected Vehicles with an option for 25 additional vehicles. Under this contract, General

Dynamics Land Systems - Canada will provide program management and engineering and logistics support while BAE Land Systems OMC of South Africa will manufacture the vehicles. The vehicles will incorporate a Kongsberg Protector M151 Remote Weapon Station, equipped with a day and night sighting system, which allows the operator to fire the weapon while remaining protected within the vehicle. Deliveries will occur from Feb. to April 2006. 12/06/2005 On Dec. 5, 2005, General Dynamics Armament and Technical Products, a business unit of Co., received a $6,000,000 contract modification from the U.S. Army Tank-Automotive and Armaments Command (Picatinny Arsenal, NJ) for the design and development of a remotely operated variant of the XM307 Advanced Crew-Served Weapon (ACSW) system. This award funds work through June 2006, and brings the total cumulative value of the ACSW System Development and Demonstration (SDD) contract to $108,000,000.

11/30/2005 On Nov. 29, 2005, the U.S. Army awarded Signal Solutions, Inc., a subsidiary of General Dynamics Network Systems, the Total Engineering and Integration Services (TEIS) contract, to provide information technology (IT) engineering and technical support.

The indefinite delivery/indefinite quantity (ID/IQ) multiple award contract has a performance period of one base year and four option years with a ceiling value of approx. $800,000,000. General Dynamics Network Systems is a business unit of Co. 11/21/2005 On Nov. 18, 2005, the U.S. Navy awarded General Dynamics Electric Boat a $77,000,000 contract modification for nuclear-submarine work. Under the terms of the contract modification, Electric Boat will provide design agent, planning yard, engineering and technical support for nuclear submarines. Initially awarded in March 2004, the contract being modified could be worth more than $1,100,000,000 over five years if all options are exercised and funded. Work performed under this modification is expected to be completed by Sept. 2007. 11/16/2005 On Nov. 15, 2005, General Dynamics Land Systems was awarded the final $42,000,000 delivery order of a $70,000,000 foreign military sales contract from the U.S. Army TankAutomotive and Armaments Command to provide 59 refurbished M1A1 Abrams Integrated Management (AIM) tanks to the Commonwealth of Australia. The M1A1 AIM tanks will replace the Australian Land Forces' aging Leopard main battle tanks. Under this contract, M1A1 Abrams tanks from the U.S. Army inventory will be completely disassembled,

overhauled and refurbished to likenew zero-mileage condition. The 59 M1A1 AIM tanks are scheduled for delivery to Australian Land Forces in two shipments, in June and Dec. 2006. The tanks are part of a large worldwide fleet with known, stable operating costs, and are expected to be in service beyond 2020. 11/10/2005 On Nov. 7, 2005, the U.S. Army TACOM Lifecycle Management Command awarded General Dynamics Land Systems a $69,000,000 contract for Stryker eight-wheeled combat vehicle sustainment or reset work. Through this contract, Co. will service, repair and modify 265 Stryker infantry combat vehicles which are returning from Operation Iraqi Freedom, restoring them to a pre-combat, like-new condition in advance of reissuing the vehicles prior to their next deployment. The reset work is slated to begin in midNov. 2005 and is expected to be complete by Sept. 30, 2006. 11/10/2005 On Nov. 9, 2005, the U.S. Navy awarded Bath Iron Works, a subsidiary of Co., a $12,000,000 contract to provide ongoing Lead Yard Services for the DDG 51 Arleigh Burke Class AEGIS Destroyer Program. 11/04/2005 On Nov. 4, 2005, the U.S. Army Research, Development and Engineering Command awarded General Dynamics Land Systems, a business unit of Co., a $19,000,000 contract to develop, fabricate and install improved survivability packages for Fox Nuclear,

Biological and Chemical Reconnaissance Systems deployed to support Operation Iraqi Freedom. Work will be performed in Anniston, AL, and Camp Anaconda, Iraq, by existing Co. employees and is expected to be complete by Sept. 29, 2006. 11/02/2005 On Nov. 1, 2005, the U.S. Army TACOM Lifecycle Management Command awarded General Dynamics Land Systems a $13,000,000 contract for spare parts for the M1A2 Abrams tank continuous electronics evolution program. The M1A2 Systems Enhancement Package platform is the latest, most technologically advanced Abrams tank. It has the latest command and control system, second-generation thermal sights and improved armor. This contract aligns with the overall M1A2 SEP tank upgrade program to integrate new information technologies to improve soldier warfighting capability with enhanced command and control features like color maps and displays, high-density computer memory, increased microprocessing speed and networked communications. Work is expected to be completed by July 31, 2007. 10/25/2005 On Oct. 25, 2005, the UK Ministry of Defence (MoD) signed a contract with General Dynamics UK Ltd, EADS DS and Paradigm Services, to deliver the Joint Networks Integration Body (JNIB) programme. The JNIB was established by the MoD to identify and deliver

fully programmed and de-risked solutions to integration capability shortfalls across the network of networks that form the Global Information Infrastructure (GII). It will consider all Lines of Development in order to deliver 'end-to-end' communications capability, and will act as the blueprint for future programmes to ensure that the capability is sustained as new networks are procured. Funding was approved for a 5-year contract. The contract award has a total budget in the region of 16 million pounds Sterling (GBP). 10/24/2005 On Oct. 24, 2005, Co.'s subsidiary, General Dynamics Santa Barbara Sistemas, signed an eight-year, euro 181 million (US $216,200,000) contract to supply the Spanish Army with a total of 70 155/52 APU SBT howitzers. The contract includes the acquisition of four of the current 155/52 APU SBT (V07) howitzers, and design, development, production and delivery of 66 units of a new version of the howitzer (named SIAC) with improved mobility and new capabilities, including C2 integration. The contract also includes retrofit of 12 Army APU SBT howitzers from the V06 to the V07 version; 82 towing vehicles and radio communication sets; and integrated logistical support. 10/21/2005 On Oct. 21, 2005, the U.S. Navy awarded General Dynamics Electric Boat a $13,000,000 contract modification for an additional year of reactor-plant planning yard services.

10/17/2005

On Oct. 17, 2005, the U.S. Navy awarded General Dynamics Electric Boat a $162,400,000 contract modification to convert the USS Georgia (SSBN-729) from a Trident ballistic-missile submarine to a Trident SSGN, a multimission submarine optimized for tactical strike and special-operations support. This award modifies a fiveyear, $443,000,000 contract announced in Sept. 2002 for design and related support work to convert the first four Trident ballistic-missile submarines to an SSGN configuration. If all options are exercised and funded, the contract will be worth a total of $1,400,000,000. Under the terms of the modification, Electric Boat will convert USS Georgia at Norfolk Naval Shipyard in Virginia, concurrent with the ship's Engineered Refueling Overhaul. Seventy-seven percent of the conversion work will be performed at Norfolk; 16% at Quonset Point, R.I.; and 7% at Groton. The conversion is expected to be completed by Sept. 2007.

10/17/2005 On Oct. 14, 2005, the U.S. Navy awarded Co.'s subsidiary, Bath Iron Works, a $223,000,000 contract for the detailed design and construction of an innovative, trimaran-hull Littoral Combat Ship (LCS) as part of its newest ship class. The Co.-led team will complete the design and construct a high-speed, networked, 127-meter surface combatant ship for delivery to the Navy in Oct. 2007. This award is an option of a contract awarded in July 2003. 10/13/2005

On Oct. 12, 2005, the Space and Naval Warfare Systems Center Charleston awarded General Dynamics Advanced Information Systems a $4,200,000 contract for eight Small Ship Electronic Surveillance Systems (SSESM). These systems improve operator situational awareness by adding electronic support capabilities, developed by the Naval Research Laboratory, as well as special signal detection, processing capabilities, network centric warfare capabilities and display enhancements. SSESM is part of the Surface Electronic Warfare Improvement Program (SEWIP), which is a spiral development upgrade and replacement program for the AN/SLQ32 Electronic Warfare system. Delivery of the systems will begin in Aug. 2006. 10/13/2005 On Oct. 11, 2005, General Dynamics Network Systems was awarded a delivery order valued at approx. $1,500,000 under the Network Centric Solutions (NETCENTS) program to develop a secondgeneration wireless local area network solution for the U.S. Air Force Combat Information Transport System (CITS). This program will provide Air Force warfighters standardized classified and unclassified 802.11 wireless services at all operational levels. General Dynamics Network Systems will design, develop and deploy a secure, scalable, and easy-tomaintain second generation WLAN which seamlessly integrates within any base, major command (MAJCOM), or Air Force enterprise network. 10/11/2005

On Oct. 4, 2005, the U.S. Marine Corps Systems Command awarded General Dynamics Land Systems a $19,000,000 contract for the advanced procurement of long-lead material (LLM) for the Expeditionary Fighting Vehicle (EFV) Low Rate Initial Production (LRIP) Lot 1. Under this contract, Co. will provide all components, material, parts and technical effort required to procure the long-lead material for the anticipated future contract for EFV LRIP Lot 1. This amounts to 15 Lot 1 vehicles, including 13 EFV-P and 2 EFV-C variants. The EFV-P is the personnel variant and will be the primary infantry mobility vehicle as its three-man crew transports 17 combatequipped Marines to missions on land and across water. The EFV-C is the command variant, and will be employed as a tactical command post for maneuver unit commanders at the battalion and regimental levels. The EFV-C will host a state-of-the-art command, control, communications, computing and intelligence (C4I) suite to fulfill Marine Corps mission needs during the 2008-2030 timeframe. Work under this contract is expected to be complete by Oct. 2006.

10/10/2005 On Oct. 10, 2005, General Dynamics Armament and Technical Products, a business unit of Co., was awarded a $14,700,000 contract by U.S. Army TACOM-ARDEC for the production of 1,097 MK19 grenade machine guns. Deliveries will commence in June 2006.

10/06/2005

On Oct. 5, 2005, Jeffrey Kudlac was elected Vice President. 10/06/2005 On Oct. 3, 2005, the U.S. Navy awarded Co.'s subsidiary, General Dynamics Electric Boat, a $107,300,000 contract to provide lead-yard services and research and development studies for Virginiaclass nuclear-powered attack submarines. 10/04/2005 On Sept. 30, 2005, Co.'s Bath Iron Works subsidiary was awarded a six month, $53,400,000 contract by the Navy for engineering and design efforts for DD(X), the Navy's nextgeneration destroyer. The multimission DD(X) destroyer is tailored for land attack and inland support of joint and coalition forces. It is designed to meet Marine Corps, Army and special operations requirements for precision strike ashore, but also be able to outmatch current and projected threats in the air, on the surface and under water. Work to be performed under this contract includes beginning the development of functional diagrams, primary structural and non-zone outfit products, class common equipment procurement specifications, joint design/build and production plans and further refinement of design and manufacturing process refinements.

10/04/2005 On Sept. 30, 2005, Co. signed four information technology (IT) outsourcing services agreements with Computer Sciences Corp. The contracts, valued collectively at $260,000,000, bring the former Veridian business unit into scope and extend services for

General Dynamics Advanced Information Systems, General Dynamics Network Systems and Gulfstream Aerospace through March 2012. The scope of work for the units is the same and includes a full range of IT services: applications development and maintenance; desktop; mainframe; midrange; network and help desk. 10/04/2005 On Sept. 30, 2005, the U.S. Army Research Laboratory (ARL) extended its Robotics Collaborative Technology Alliance (CTA) with General Dynamics Robotic Systems for an additional three years. The Robotics CTA is a consortium of academic, industrial and government partners focusing cuttingedge robotics research on the core autonomous systems capabilities that will provide soldiers and other DoD personnel with revolutionary new tactical capabilities. The contract, which continues Co.'s role as the lead for a robotics-focused consortium, has a value of approx. $28,000,000 and will run through fiscal year 2009.

10/03/2005 On Sept. 29, 2005, General Dynamics Canada, along with its Australian partners ADI Limited and Tenix Defence, was been selected by the Commonwealth of Australia as the Preferred Prime System Integrator for the first phase of the Battlespace

Communications System (Land) project, referred to as JP 2072 valued at AUS$97,000,000 (US$74,000,000). The project has a potential value of AUS$800,000,000 (US$608,000,000) if all options are exercised. JP 2072 will provide the Australian Land Force with a deployable, scalable, secure and integrated battlespace communications system that allows ground forces to exchange information across all combat elements, improving soldiers' safety and their ability to accomplish their missions. The system will meet the existing and emerging information exchange requirements of command support, intelligence, offensive fire, logistics, ground-based air defence and sensor-linked weapon systems. 10/03/2005 On Sept. 29, 2005, General Dynamics Armament and Technical Products was awarded a $5,700,000 design development subcontract by JVYS (a joint venture between Yulista Management Company and Science and Engineering Systems, Inc.), the prime contractor for

the U.S. Army Prototype Integration Facility, for the co-design and fabrication of Height Reducible Electronic Enclosures (HREE) for the Medium Extended Air Defense System (MEADS). MEADS is a highly mobile theatre missile defense system developed to

provide forward-deployed forces with protection against cruise missiles, short-range ballistic missiles and unmanned aerial vehicles. Co.'s HREE will be integrated into MEADS to shelter operators and equipment and to shield the system's sensitive electronics from electromagnetic interference. The award includes integration of the HREE onto government-provided vehicles. 09/30/2005 On Sept. 28, 2005, the U.S. Army TACOM Lifecycle Management Command awarded General Dynamics Land Systems a $7,000,000 contract modification for Stryker combat vehicle repair work. This award is for initial funding to quickly reset heavily used Stryker infantry combat vehicles to like-new condition following their return from operational deployment in Iraq. Activities include parts procurement, labor and physical repair and should be complete by Sept. 30, 2006.

09/29/2005 On Sept. 27, 2005, the U.S. Army TACOM Lifecycle Management Command awarded General Dynamics Land Systems two contracts valued at $31,400,000 for work related to the Abrams tank system and the Stryker combat vehicle. The first award was a $25,000,000 modification to an existing contract for Abrams tank systems technical support (STS). STS funds engineering studies and investigations on Abrams tanks with the purpose of identifying improvements and changing obsolete parts, while keeping Abrams tanks

current to their base configuration. The STS program's objective is to maintain Abrams tanks at high operational readiness rates. Work is expected to be complete by July 30, 2006. General Dynamics Land Systems was also awarded a $6,400,000 contract modification for field service repair support to Stryker Brigade Combat Teams. Work includes parts procurement, labor and physical repair and should be complete by Sept. 30, 2006. 09/27/2005 On Sept. 26, 2005, the U.S. Navy awarded General Dynamics Electric Boat a $5,900,000 contract modification to perform maintenance, repairs and alterations on the USS Augusta (SSN-710). Known as a PreInactivation Restricted Availability, the work will be performed at the Naval Submarine Base in Groton and comprises alterations, repairs, maintenance and testing. Initially awarded Sept. 20, the contract being modified has a total potential value of $49,100,000, and is scheduled for completion by April 14, 2006. 09/27/2005 On Sept. 23, 2005, General Dynamics Armament and Technical Products was awarded an additional $16,000,000 from the U.S. Army's TACOM/ARDEC Picatinny Arsenal for the production of enhancedcapability reactive armor tile sets for the Bradley Fighting

Vehicle. The reactive armor system is composed of tiles that fasten to the vehicle's exterior and provide the ability to withstand direct hits from a variety of anti-armor munitions, including shoulder-fired rocket propelled grenades.

09/23/2005 On Sept. 23, 2005, the U.S. Navy awarded General Dynamics Electric Boat a $34,000,000 contract modification to perform maintenance, repairs and alterations on the USS Augusta (SSN-710). Including a planning award announced Tuesday, the contract has a total value of $43,200,000 and is scheduled for completion by Mar. 31, 2006. 09/22/2005 On Sept. 21, 2005, Co.'s subsidiary, Electric Boat, was awarded an $8,400,000 contract from the U.S. Navy to begin advanced planning for maintenance, repair and alterations on the USS Augusta (SSN-710). The work -- known as a Pre-Inactivation Restricted Availability -- will be performed at the Naval Submarine Base in Groton and will comprise alternations, repairs, maintenance and testing. The contract has a total potential value of $43,200,000, and is scheduled for completion by March 31, 2006.

09/15/2005 On Sept. 13, 2005, the U.S. Department of the Army Headquarters, Field Support Command awarded General Dynamics Ordnance and Tactical Systems two contracts for the production of 20mm PGU-27A/B Target Practice (TP) Cartridges and 20mm PGU-28A/B SAPHEI

tactical cartridges. The combined initial value of the two awards is $37,000,000; the total value could reach $45,000,000 if all options are exercised. The PGU-27 A/B TP contract calls for initial production of 3.4 million rounds, with options for production of up to an additional 1.7 million rounds. The PGU-28 A/B combat round includes initial production of 1.3 million rounds with an option for an additional 1.3 million rounds. Work will be completed in 2007. 09/13/2005 On Sept. 13, 2005, General Dynamics Armament and Technical Products received three orders totaling $10,600,000 from U.S. Army Tank Automotive Command for the production of 526 M2HB machine guns and 2,000 barrels. These orders will extend M2HB gun deliveries through May 2007 and barrel-only deliveries through June 2006. 09/06/2005 On Sept. 2, 2005, Co. completed its acquisition of Itronix Corporation; terms of the acquisition were not disclosed. 08/31/2005 On Aug. 31, 2005, the U.S. Army TACOM Life Cycle Management Command awarded General Dynamics Land Systems, a business unit of Co., a $15,200,000 increment of a $62,100,000 contract for the materials associated with the production of 92 Abrams Integrated

Management (AIM) tanks. With award of the $15,600,000 increment on July 28, the Army increased the total tank material sets purchased under the contract to 92 sets, 17 more than the original estimate of 75.

08/31/2005 On Aug. 29, 2005, General Dynamics Ordnance and Tactical Systems was awarded a $30,000,000 contract with four option years from the U.S. Army Field Support Command, Rock Island, Ill., for the demilitarization of munitions. This award culminates a

winner-take-all competition to establish a long-term commercial provider of demilitarization services. The total potential value of the contract is $191,000,000 if all options are exercised. Ammunition demilitarization is a process that involves the separation of the munitions' elements, such as explosives, metal parts and plastics. Usable components are reclaimed for reuse while the remaining elements are rendered safe for disposal.

08/26/2005 On Aug. 24, 2005, Co.'s subsidiary, General Dynamics United Kingdom Ltd., signed a contract with Atkins, the UK Ministry of Defence's System House, for the Future Rapid Effect System (FRES) Chassis Concept (CC) Technology Demonstration Programme (TDP). FRES CC TDP is an 18-month programme to demonstrate the readiness of in- hub electric-drive and its ability to meet the FRES platform requirements, as well as the integration of a third party Electronic Architecture (EA) into the chassis. Co.'s Advanced

Hybrid Electric Drive (AHED) 8x8 will provide a baseline from which to evaluate the integration challenges and potential benefits of transformational technologies for the Future Rapid Effect System programme. Co. intends to conduct over 4500 km of additional reliability testing for the FRES CC TDP. Its interchangeable modular in-hub electric drive, and hybrid power architecture will reduce logistics footprint and whole life cost of ownership associated with unique components, large repair part inventory and training for both operators and maintenance personnel. 08/24/2005 On Aug. 23, 2005, the U.S. Army Field Support Command, Rock Island, IL, awarded General Dynamics Ordnance and Tactical Systems, a business unit of Co., a five-year contract to supply smallcaliber ammunition to the U.S. armed forces. The initial award under the contract is for $171,000,000 for approx. 300,000,000 rounds. The contract has a total potential value of approx. $1,200,000,000 if all options are exercised. 08/19/2005 On Aug. 15, 2005, the U.S. Army TACOM Life Cycle Management Command awarded General Dynamics Land Systems the final $15,600,000 increment of a $62,500,000 contract for the materials associated with the production of 92 Abrams Integrated Management (AIM)

tanks. With award of the final $15,600,000, the Army increased the total tank material sets purchased under the contract to 92 sets, 17 more than the original estimate of 75. The AIM tanks are scheduled for delivery to U.S. Army units between July 2006 and July 2007. 08/17/2005 On Aug. 16, 2005, Co. acquired Tadpole Computer, Inc. Terms of the transaction were not disclosed. 08/15/2005 On Aug. 5, 2005, General Dynamics Advanced Information Systems was awarded eight delivery orders to continue support of the U.S. Joint Forces Command's Joint Experimentation Program and Joint Futures Lab. The orders total $79,300,000 and include engineering, technical and administrative services for joint concept development and prototyping through July 31, 2006. 08/05/2005 On Aug. 3, 2005, Co. entered into a definitive agreement with Itronix Holding and Golden Gate Capital to acquire Itronix Corporation. Terms of the acquisition were not disclosed. The acquisition has been approved by the boards of directors of both companies and is subject to normal regulatory approval. Co. expects the transaction be completed in the third quarter of 2005.

08/04/2005

On Aug. 2, 2005, Curtiss-Wright Corporation received a contract for the Stryker Mobile Gun System for approx. $4,000,000 from Co.'s subsidiary, General Dynamics Land Systems. Curtiss-Wright will produce the Autoloader Controller, Replenisher Controller and Turret System Electronic Unit for the Stryker Mobile Gun Systems through its Motion Control segment facility in Santa Clarita, CA. Deliveries for this contract are expected to be completed by Nov. 2006. 08/01/2005 On July 27, 2005, the U.S. Marine Corps Systems Command awarded General Dynamics Land Systems a $43,000,000 contract to continue the systems development and demonstration (SDD) phase and fullup system live-fire testing of the Expeditionary Fighting Vehicle (EFV). The EFV is an amphibious vehicle that allows Marines to implement operational maneuvers from the sea doctrine. Co. will provide all required materials, services, personnel and facilities to complete EFV design and development, perform studies and analyses, manufacture and test all SDD prototypes, prepare for production, initiate EFV logistics support, and successfully complete the SDD phase. The majority of work is expected to be completed by Sept. 2009. 07/29/2005 On July 27, 2005, General Dynamics Armament and Technical Products was awarded a $10,000,000 contract from the Naval Air Systems Command for the production of 42 M61A2 20mm gun systems for the F/A-18E/F fighter aircraft. This award is part of a planned

multi-year procurement with a potential quantity of up to 183 units through 2010. Work is expected to be completed by Jan. 2007. 07/29/2005 On July 27, 2005, General Dynamics C4 Systems signed a contract to implement IFS Applications? business software at its site in Scottsdale, Arizona. General Dynamics C4 Systems initially deployed IFS Applications at its sites in Taunton and Needham, Massachusetts. This installation will be expanded to provide services to the Scottsdale operations.

07/27/2005 On July 26, 2005, Engineered Support Systems, Inc.'s subsidiary, Systems & Electronics Inc., was awarded a contract from Co.'s Land Systems- Canada to provide logistics support for Canadian Manportable Surveillance and Target Acquisition Radar systems. The value of the contract is worth $2,300,000, with two 1-year options exceeding $1,000,000 each. Co. also announced that the U.S. Army TACOM Lifecycle Management Command awarded its business unit, General Dynamics Land Systems, two contracts valued at $23,000,000 for work related to the Stryker combat vehicle and the Abrams tank system. General Dynamics Land Systems was awarded a $17,400,000 contract modification for logistics support for Stryker Brigade Combat Teams. Contractor logistics support

includes ordering spare parts, managing a spare parts warehouse, worldwide distribution of repair parts and completing maintenance services on Stryker wheeled combat vehicles at U.S. Army garrisons and overseas bases. Work is expected to be complete by Dec. 31, 2005. General Dynamics Land Systems was also awarded a $5,500,000 modification to an existing contract for Abrams tank systems technical support. Work is expected to be complete by July 31, 2006. This modification is part of a contract initially awarded in Nov. 2001 and brings the cumulative value to $685,000,000.

07/14/2005 On July 14, 2005, Co.'s subsidiary, General Dynamics UK Limited, signed a contract with the Royal Netherlands Navy to supply the New Integrated Marines Communications and Information System -- NIMCIS -which has a programme value of EUR 94 million (US$113,600,000). NIMCIS will provide the RNLMC with a secure voice and data communications infrastructure capable of supporting a range of network-enabled command, control, communications, computing and intelligence systems. In addition to a standalone system capability for the Marines, a key feature of NIMCIS will be the interoperability it provides between the Netherlands and UK forces, as allies and as part of the UK/NL Amphibious Force, as well as interoperability with other allied forces. NIMCIS replaces a variety of legacy communications systems within RNLMC. 07/13/2005

On July 11, 2005, General Dynamics C4 Systems was awarded a $169,000,000 contract by Associated Universities Inc. (AUI) to design, manufacture and deliver 25, 12meter antennas for the North American portion of the Atacama Large Millimeter Array (ALMA) project, an international astronomy facility. The first antenna is scheduled for delivery in 2007 with final delivery of all the antennas expected by the end of 2011. 07/12/2005 On July 7, 2005, General Dynamics Armament and Technical Products was awarded a $37,800,000 contract modification from the U.S. Army's TACOM/ARDEC Picatinny Arsenal (Picatinny, N.J.) for the production of approx. 168 enhanced-capability reactive armor tile sets for the Bradley Fighting Vehicle System. Total contract value upon definitization could reach $50,400,000. In addition, General Dynamics Ordnance and Tactical Systems announced that the U.S. Army Field Support Command, Rock Island, Ill., awarded Co. four medium-caliber ammunition contracts valued at approx. $56,000,000. The first award is a $9,200,000 firm-fixed-price contract for the manufacture of 25mm M793 TP-T (target practicetraced) and 25mm M910 TPDS-T (target practice discarding sabot-traced) cartridges. The second award is an $11,800,000 firm-fixed price contract for M788 30mm target practice rounds and M848 30mm dummy ammunition. These rounds are fired from the Apache attack helicopter. With all options exercised, the total

value of this contract could exceed $22,000,000. The third contract award, for $32,500,000, is for the production of 30mm PGU 15/B TP rounds. Used primarily by the U.S. Air Force A-10 Warthog, the PGU 15/B TP round is used to train aircrews in the use of the GAU-8/A Gatling gun. This weapon system and its high performance family of ammunition was proven effective against many targets, including tanks, armored and light vehicles. Finally, Co. was awarded a $3,000,000 contract to produce 25mm PGU-25/U ammunition. The tactical PGU-25/U round is fired from the U. S. Navy's AV-8B Harrier. If all options are exercised, the total value of this contract could exceed $8,400,000.

07/07/2005 On July 6, 2005, General Dynamics Advanced Information Systems was awarded a $92,000,000 contract extension to continue its support of the U.S. Joint Forces Command's Joint Experimentation Program and Joint Futures Lab. Work will include engineering, technical and administrative services for joint concept development and prototyping. This award is for the second-year option on a five-year contract awarded in Feb. 2004, extending the term of the original contract until July 2006. The total value of the contract to date, including this option, is $182,000,000. The U.S. Navy Fleet and Industrial Supply Center Norfolk, Philadelphia Detachment, awarded the modification in support of the Joint Forces Command. 07/07/2005

On July 5, 2005, Co.'s subsidiary, General Dynamics Canada, awarded Griffon Corp.'s electronic information and communication systems subsidiary, Telephonics Corp., a subcontract award for 31 ship sets of integrated Maritime Surveillance Radar and Mark XIIA Identification Friend or Foe (IFF) interrogator sub-system hardware with options for initial spares and 20 years of in-service support for the Canadian Maritime Helicopter Project (MHP). The subcontract, including all options, could exceed $50,000,000 in value with the first test aircraft system to be delivered in July 2007. 06/30/2005 On June 29, 2005, General Dynamics Armament and Technical Products was awarded a $5,300,000 contract from U.S. Army Tank Automotive Command for the production of receiver assemblies for the M2HB machine gun. These receiver assemblies, which form the body of the weapon, will be used to refurbish M2HB machine guns at Anniston Army Depot, Ala., and as spare parts for fielded M2HBs. The M2HB crew-served 12.7 mm machine gun features a rate of fire of over 450 rounds per minute and a maximum effective range of 2,000 yards. Deliveries on this contract will commence in Jan. and extend through Dec. 2006. In addition, the U.S. Army TACOM Lifecycle Management Command awarded General Dynamics Land Systems a $22,700,000 contract modification for Abrams tank systems

technical support (STS). STS funds engineering studies and investigations on Abrams tanks with the purpose of identifying improvements and change-out of obsolete parts, while keeping Abrams tanks current to their base configuration. The STS program's objective is to maintain Abrams tanks at high operational readiness rates. Work is expected to be complete by July 31, 2006. 06/30/2005 On June 30, 2005, Microvision, Inc. received a $4,400,000 contract from Co.'s subsidiary, General Dynamics C4 Systems, to advance the development of a Helmet-Mounted Display as a candidate technology for the Air Warrior Block 3 system.

06/29/2005 On June 28, 2005, Co.'s C4 Systems unit was awarded a $30,000,000 contract by the U.S. Army to integrate as many as 500 Land Warrior ensembles and Stryker Integration Kits into a Stryker experimental battalion. The system will provide improved situational awareness and communications between dismounted soldiers and Stryker vehicles, as well as enable commanders to see soldiers on maps and communicate with them using voice and data. Delivery of the assessment versions of the Land Warrior ensembles and integration kits is scheduled for Mar. through May of 2006. 06/21/2005

On June 21, 2004, the U.S. Army TACOM Lifecycle Management Command awarded General Dynamics Land Systems, a business unit of Co., a $14,400,000 contract modification for Abrams tank systems technical support (STS). Work will be performed at General Dynamics Land Systems headquarters and is expected to be completed by July 31, 2006. The contract was initially awarded Nov. 23, 2001. 06/21/2005 On June 20, 2005, the U.S. Army TACOM Lifecycle Management Command awarded General Dynamics Land Systems a $141,000,000 contract to upgrade 60 M1A2 Abrams tanks to the latest System Enhancement Package (SEP) configuration (M1A2 SEP). Work is slated to begin in July 2005 with vehicle deliveries to Co. scheduled for Jan. through Oct. 2007, and vehicle handoff to the U.S. Army expected in Jan. 2008. 06/20/2005 On June 20, 2005, Co.'s unit, General Dynamics Armament and Technical Products, was awarded a $4,800,000 contract from the Advanced Technology Institute (Charleston, S.C.) through the Office of Naval Research (Arlington, Va.) to develop a land-based demonstrator of technology for the Automated Storage and Retrieval System, an automatic warehouse system designed to be used aboard ships. The Automated Storage and Retrieval System (ASRS) will accept a palletized load from a fork truck, automatically

identify the load through radio frequency identification (RFID), verify load size and weight, and then securely stow the load within the hold of a ship. This next-generation, lowmaintenance storage and retrieval technology will allow the automatic inventory and total asset visibility of all materiel within the hold, improving shipboard efficiency and reducing the need for dedicated manpower. The ASRS design will be adaptable to a wide variety of ships and hold configurations. Co. will provide systems engineering, performance analysis, design and manufacturing support, and overall ship integration guidance. 06/16/2005 On June 15, 2005, Arthur J. Veitch resigned as Executive Vice President. 06/10/2005 On June 10, 2005, General Dynamics Armament and Technical Products, a business unit of Co., was awarded a $7,200,000 contract from Plasan Sasa for the production of Armor Protection Kits for the U.S. Army's M915 tactical wheeled vehicle. Deliveries on this contract extend through Aug. 2005. 06/01/2005 On May 26, 2005, General Dynamics Armament and Technical Products was awarded a $129,000,000 order from the U.S. Army Aviation and Missile Command, Redstone Arsenal, Ala., for the production of 2.75-inch Hydra-70 rockets, motors and warheads for the U.S.

Army, Navy, Air Force and foreign military sales. Hydra-70 is a family of unguided rockets offering several warhead configurations that enable an aircrew to match the rocket employed to the mission at hand. 05/27/2005 On May 27, 2005, General Dynamics Electric Boat, Co.'s subsidiary, was awarded three contracts worth a total of $20,500,000 to develop submarine technology for a joint Defense Advanced Research Projects Agency (DARPA)/U.S. Navy program. Under the terms of the first, $9,500,000 contract, Electric Boat will develop and demonstrate an external weaponlaunch system that can stow, communicate with and deliver an MK 48 Advanced Capability torpedo from outside the pressure hull. The second award, for $6,300,000, calls for Electric Boat to develop and demonstrate a propulsive system that does not require a shaft to penetrate the pressure hull. The third award - worth $4,700,000- requires Electric Boat to develop technology to radically reduce ship infrastructure. The awards are part of a four-year, $97,000,000 DARPA/Navy program known as Tango Bravo. 05/27/2005 On May 26, 2005, the U.S. Navy awarded General Dynamics Electric Boat , Co.'s subsidiary, a $5,100,000 contract modification for nuclearsubmarine work. Under the terms of the contract modification, Electric Boat will provide design services for

operational research platforms and special operation submarines, including updated drawings and related configuration data. Electric Boat will also provide material required to support operational ship and shore support facilities. Initially awarded Mar. 3, 2004, the contract could be worth approx. $1,100,000,000 over five years if all options are exercised and funded. Work performed under this modification is expected to be completed by May 2008.

05/20/2005 On May 20, 2005, the U.S. Navy awarded General Dynamics Electric Boat, Co.'s subsidiary, a $14,700,000 contract modification to manufacture and procure long-lead-time material required for the conversion of the USS Georgia (SSBN-729) Trident ballistic-missile submarines to a Trident SSGN. This award modifies a five-year, $443,000,000 contract announced in Sept. 2002 for design and related support work to convert the first four Trident ballistic-missile submarines to an SSGN configuration. If all options are exercised and funded, the contract will be worth a total of $1,400,000,000. The long-lead-time manufacturing effort includes material acquisition, manufacturing, inspection, test and storage.

05/13/2005 On May 12, 2005, General Dynamics Armament and Technical Products was awarded a $10,600,000 contract from Lockheed Martin Aeronautics for the manufacture of 26 ammunition handling systems with spares for the F/A-22 Raptor aircraft. The F/A-22 Linear

Linkless Ammunition Handling System is the world's lightest 20mm feed system, featuring state-of-theart composites and unique gun-feed technologies to provide high reliability at minimum weight. Co.'s ammunition handling and storage systems equip virtually all modern U.S. front-line fighter aircraft, including the F-16, F/A-18 C/D Hornet, F/A-18 E/F Hornet and F-35 Joint Strike Fighter currently in development. This contract extends production through April 2007. 05/13/2005 On May 12, 2005, General Dynamics Land Systems was awarded a $282,000,000 modification to its $2,000,000,000 contract for the engineering development and demonstration of a family of Manned Ground Vehicles (MGV) for the U.S. Army's Future Combat Systems (FCS) program. Boeing Integrated Defense Systems awarded the contract modification in its role as the FCS Lead Systems Integrator (LSI) for the U.S. Army. Under the contract, Co. is leading the Manned Ground Vehicle common design team through engineering development, testing and demonstration of prototypes. Co. is also responsible for the development and integration of the Mounted Combat System, Command and Control Vehicle and the Reconnaissance and Surveillance Vehicle. The modification provides for a transition effort that includes risk reduction features for the program while it also accelerates the insertion of FCS technologies into existing Army forces. The modification provides for an added technical maturation effort that includes a component

maturation plan and reliability investment plan for risk mitigation; engineering support for an additional FCS MGV variant -- the FCS Recovery and Maintenance Vehicle (FRMV); an added Active Protection System (APS) spin out program to develop APS for the Army's Stryker eight-wheeled armored vehicles; and for support of accelerated fielding of the Non-Lineof-Sight Cannon (NLOS-C) increment 0 MGV variant. This modification extends program deliverables three years through Sept. 2012.

05/11/2005 On May 11, 2005, General Dynamics Robotic Systems was awarded a $50,700,000 modification to its $186,000,000 U.S. Army Future Combat Systems Autonomous Navigation System base contract from Science Applications International Corp. (SAIC). Under the FCS ANS program, General Dynamics Robotic Systems is responsible for the design, development, manufacture, integration and testing of a system that is capable of autonomously controlling any of several vehicles designated by the Army, including the Multi-functional Utility Logistics Equipment platform (MULE), the Armed Reconnaissance Vehicle (ARV) and Manned Ground Vehicles (MGV). With this modification, the period of performance for the ANS program was extended from Sept. 2009 to Mar. 2013. This modification provides for a transition effort that includes risk reduction features for the program while it accelerates the insertion of FCS technologies into existing Army forces. This modification includes additional MULE prototypes that will perform

various FCS missions such as equipment transport and automated re-supply; development of the previously optional ARV and FCS Recovery and Maintenance Vehicle (FRMV) prototypes; and increased involvement in FCS Spin Out 3, which provides an opportunity to insert early technology capabilities into the field faster. 05/11/2005 On May 10, 2005, Co. awarded a $1,300,000 follow-on production contract to Air Methods Corp. to provide 21 Patient Litter Systems and spare parts support to its Stryker medical evacuation vehicle (MEV). The MEV is a specialized version of the Stryker armored vehicle utilized by the U.S. Army to transport and provide lifesaving medical care for up to four litter patients. The Patient Litter System is able to convert from the litter configuration into a seating configuration to transport ambulatory patients or personnel, providing excellent versatility to the vehicle. The Patient Litter Systems and spare parts will be delivered to the Anniston (Alabama) Army Depot to support the 2006 production of the Stryker MEV. Production is scheduled to begin immediately and is anticipated to be completed in Feb. 2006. 05/10/2005 On May 9, 2005, the U.S. Army TACOM Lifecycle Management Command awarded General Dynamics Land Systems a $25,200,000 delivery order as part of a $56,300,000 contract to service M1A2 System Enhancement Package (SEP) tanks returning from Operation Iraqi

Freedom. Through the reset program, Co. will service, repair and modify vehicles returning from Iraq to a pre-combat condition and reissue them to Army units prior to their next deployments. Work is expected to be complete and vehicles will be delivered to the 4th Infantry and the 1st Cavalry Divisions, Fort Hood, Texas, by the end of 2005. 05/05/2005 On May 5, 2005, General Dynamics Armament and Technical Products was awarded a five-year indefinite delivery, indefinite quantity contract with an estimated value of $900,000,000 from the U.S. Army Aviation and Missile Command, Redstone Arsenal, Ala., for the production of 2.75-inch Hydra70 rockets, motors and warheads. Hydra-70 is a family of unguided rockets offering several warhead configurations that enable an aircrew to match the rocket employed to the mission at hand. 05/04/2005 On May 3, 2005, the U.S. Army TankAutomotive and Armaments Command awarded General Dynamics Land Systems an $8,200,000 contract to provide spare parts for the M1A2 Abrams System Enhancement Package (SEP) tank and the Bradley Fighting Vehicle through April 2010. In a separate transaction, General Dynamics Armament and Technical Products was awarded a $13,800,000 modification from the U.S. Army's TACOM/ARDEC Picatinny Arsenal (Picatinny, N.J.) for the production of enhanced-capability reactive armor for the Bradley Fighting Vehicle System.

05/03/2005 On May 2, 2005, Co.'s subsidiary, Electric Boat, was awarded a $5,200,000 contract modification from the U.S. Navy under a basic ordering agreement for engineering and technical services in support of the Drydocking Selected Restricted Availability (DSRA) of the USS Connecticut (SSN-22), a Seawolf-class attack submarine. This contract modification is for additional DSRA work, which consists of repairs, maintenance work and alterations on the USS Connecticut. The work is expected to be completed by Dec. 2005. 04/28/2005 On Apr. 28, 2005, a General Dynamics Advanced Information Systems-Rockwell Collins team was awarded a $153,900,000 contract modification to accelerate technology development of the Integrated Computer System (ICS) into the U.S. Army's Current Force and to add support for previously deferred assets within the Future Combat Systems (FCS) program. The contract modification was awarded by the Army Lead Systems Integrator (LSI) team of The Boeing Company and Science Applications International Corporation and brings the total ICS contract value to $429,000,000. Work is shared between General Dynamics Advanced Information Systems and Rockwell Collins. 04/28/2005

On Apr. 27, 2005, the U.S. Army has awarded General Dynamics C4 Systems two contracts with a combined value of $2,700,000 to develop and equip an advanced combat helmet system with integrated wireless voice communication capabilities for combat vehicle crewmen. Named Mounted Warrior, the system will provide additional capabilities when tethered to a combat vehicle, such as the ability to see operational data and video on a helmet-mounted display. Initially, Mounted Warrior will be integrated with the Stryker eight-wheeled armored combat vehicle. The first contract, valued at $500,000, funds the initial planning effort for Mounted Warrior that will provide equipment to a Stryker battalion for operational evaluation. The second contract, for $2,200,000, provides the Army with 165 helmet-mounted displays for installation into an in-theater Stryker battalion for operational feedback.

04/27/2005 On Apr. 26, 2005, Co.'s subsidiary, General Dynamics Land Systems, was awarded a $62,500,000 contract by the U.S. Army TACOM Life Cycle Management Command for the material associated with the production of 75 Abrams Integrated Management (AIM) tanks. AIM is a joint effort to refurbish M1A1 Abrams main battle tanks involving the U.S. Army Project Manager for Combat Systems; the TACOM Life Cycle Management Command; its Anniston Army Depot, Anniston, Ala.; and General Dynamics Land Systems. Under the AIM

program, M1A1 Abrams tanks are completely disassembled and overhauled to a like-new condition.The 75 AIM tanks are scheduled for delivery to U.S. Army units beginning in July 2006. 04/26/2005 On Apr. 25, 2005, General Dynamics Land Systems was awarded $18,900,000 in firm-fixed price contracts from Northrop Grumman Ship Systems to provide MK46 Weapon Station turrets, remote consoles and associated engineering support for three LPD-class ships: LPD-21, 22 and 23. Delivery of two turrets and two consoles for each of the three ships will be completed by June 2007. 04/19/2005 On Apr. 18, 2005, the U.S. Army TACOM Life Cycle Management Command awarded General Dynamics Land Systems a delivery order valued at $138,000,000 for 99 additional Stryker combat vehicles. The vehicles will be used to meet Army materiel requirements. Deliveries will begin in 2006 and continue through 2007. The vehicles are part of a $4,000,000,000 contract awarded in Nov. 2000 to equip the Army's new Stryker Brigade Combat Teams with more than 2,100 Stryker armored vehicles.

04/14/2005 On Apr. 14, 2005, Co.'s subsidiary, Electric Boat, was awarded a $5,500,000 contract modification by the U.S. Navy to manage and support nuclear-maintenance work for submarines homeported at Submarine Base New London, Connecticut. Under the terms of the

contract modification, Electric Boat will continue to operate the Nuclear Regional Maintenance Department (NRMD) at the submarine base through Sept. 30, 2005. Co. will provide project management, planning, training and radiologicalcontrol services to support maintenance, modernization and repairs in support of operational submarines. 04/12/2005 On Apr. 12, 2005, Co.'s subsidiary, General Dynamics C4 Systems Inc., sold its Interactive business to KoolConnect Technologies. 04/12/2005 On Apr. 11, 2005, the U.S. Navy announced today that Bath Iron Works, a subsidiary of Co., was awarded a $16,000,000 modification to the previously awarded Littoral Combat Ship (LCS) Final System Design contract to procure required Long Lead Material in support of the LCS Program. 04/07/2005 On Apr. 7, 2005, Co.'s subsidiary, Electric Boat, was awarded by the U.S. Navy an $8,000,000 modification to an existing contract for submarine modernization and related work at the submarine base in Groton. Under the terms of the modification, Electric Boat will continue to perform nonnuclear submarine modernization and repair services at the Naval Submarine Support Facility at the submarine base. These services include intermediate and depot-level overhaul, repair and modernization activities in support of submarines, the Shippingport floating dry-dock as well as support and service craft. 04/06/2005

On Apr. 4, 2005, Co. was awarded a $13,000,000 contract modification by the U.S. Army Tank-Automotive and Armaments Command for systems technical support (STS) for the Abrams tank. Work is expected to be completed by Aug. 31, 2006.

04/04/2005 On Apr. 1, 2005, Co. acquired MAYA Viz Ltd. which will become part of General Dynamics C4 Systems. Terms of the transaction were not disclosed. 04/01/2005 On Apr. 1, 2005, Co. signed an agreement to extend its information technology (IT) outsourcing contract with Computer Sciences Corp. for a period of 7.25 years. Co. estimates the value of the extension to be approx. $1,630,000,000.

03/31/2005 On Mar. 31, 2005, Co.'s subsidiary, General Dynamics Armament and Technical Products, was awarded $127,500,000 by BAE Systems for production of 589 Towed Artillery Digitization (TAD) Digital Fire Control Systems (DFCS) and 937 prime mover kits for mounting and cabling TAD to wheeled tow units. The equipment is for BAE Systems Land Systems' M777 lightweight 155mm towed howitzer. The TAD Digital Fire Control System outfits the M777 lightweight 155mm towed howitzer with the sensors, displays, mission

computer, power supply and communication systems necessary for the howitzer to navigate, aim and receive mission-critical information. This contract brings total program value including Engineering, Manufacturing and Development (EMD) to $170,000,000. Work will be completed by Aug. 2008. In addition, the U.S. Air Force awarded General Dynamics Network Systems a task order valued at $36,000,000 to provide life-cycle support and sustainment services to Air Force voice, video and data networks and equipment. The Combat Information Transport System Life Cycle Support Services (CLCS) order was issued under the U.S. Air Force's NetworkCentric Solutions (NETCENTS) contract. Under the CLCS order, Co. will provide centrally managed lifecycle logistic support (sustainment) for all elements of the Combat Information Transport System (CITS). Over a three-year period, Co. will provide worldwide technical assistance for voice, video and data networks and equipment, emergency engineering and dispatch, emergency technical assistance, remote monitoring, return and repair, and software updates and patches.

03/30/2005 On Mar. 29, 2005, three of Co.'s business units -- General Dynamics Land Systems, Sterling Heights, MI; General Dynamics C4 Systems, Taunton, MA; and General Dynamics Advanced Information Systems, Suffolk, VA-- were awarded U.S. Department of Defense

contracts worth approx. $16,000,000. General Dynamics Land Systems was awarded a $6,000,000 modification to a cost-plus-fixed-fee contract from the U.S. Army TankAutomotive and Armaments Command, Warren, MI, for systems technical support (STS) for the Abrams tank program. Work under this contract is expected to be completed by July 31, 2006. This was a sole source contract initiated in Nov. 2001. General Dynamics C4 Systems was awarded a $500,000 increment as part of a $140,000,000 cost-plus-fixed-fee contract (initiated in Jan. 2005) for cyclic and catastrophic overhaul of up to 300 Mobile Subscriber Equipment (MSE) Battlefield Communications Shelters. Work is expected to be completed by Mar. 30, 2010. The U.S. Army CommunicationsElectronics Command, Fort Monmouth, NJ, is the contracting activity. General Dynamics Advanced Information Systems was awarded a $10,300,000 cost-plus-fixed-fee task order for services in support of the U.S. Joint Forces Command's Joint Experimentation Program and Joint Futures Lab. Work is expected to be completed by July 2005. The Fleet and Industrial Supply Center Norfolk Detachment Philadelphia is the contracting activity. This task order is part of a $479,000,000 contract originally awarded in July 2004. 03/24/2005

On Mar. 23, 2005, Co.'s subsidiary, General Dynamics Advanced Information Systems, was awarded a $27,800,000 contract by the U.S. Navy to provide system integration and design agent services for the Open Architecture Track Manager (OATM). The track manager is an improved component within combat systems that receives and translates information from air, surface and subsurface sensors to create an integrated picture of the locations and paths of aircraft, ships and submarines in the battle space. The contract runs through June 2009 and has a total potential value of $95,000,000 if all options are exercised. This contract provides for a phased integration of the track manager functionality. As part of this contract, Co. will monitor, assess and possibly integrate into the OATM related technology sponsored by the Joint Single Integrated Air Picture System Engineering Office and the Navy Program Executive Office for Integrated Warfare Systems, Command and Control (Networks/External Communications). 03/24/2005 On Mar. 18, 2005, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $5.7 million contract modification by the U.S. Navy to perform additional routine maintenance work on USS Dallas (SSN-700), a Los Angeles-class attack submarine. Electric

Boat is currently performing a Drydocking Selected Restricted Availability (DSRA) on USS Dallas at the Navy Submarine Base in Groton. The work, which consists of repairs, maintenance work and alterations, began in Feb. and is scheduled for completion in July. 03/23/2005 On Mar. 14, 2005, Co.'s subsidiary, General Dynamics Land SystemsCanada, was awarded a $10,900,000 CAD modification to a previously awarded contract by the Canadian Department of National Defence for LAV III vehicles. Under this contract modification, General Dynamics Land SystemsCanada will manufacture 39 LAV III Engineer vehicles equipped with a remote weapons station, dozer blade, hydraulic tool system and provision for a safe lane marking system. This vehicle will enable field engineers to provide engineering and maintenance services for the LAV III fleet. Tasks will include mobility and counter-mobility maintenance through earthmoving activities and the building of field defenses. Deliveries will take place between Oct. 2006 and July 2007. 03/22/2005 On Mar. 15, 2005, Co.'s subsidiary, Electric Boat, was awarded a $36,600,000 contract modification from the U.S. Navy for nuclearsubmarine work. Under the terms of this award, Electric Boat will provide the services required to implement design and

configuration changes on submarines and at support facilities, as well as the material needed for ship and shore support-facility problem resolution and consolidation programs. Electric Boat will also provide research and development support for submarine research vehicles. Work performed under this modification is expected to be completed by Mar. 2008. 03/04/2005 On Mar. 4, 2005, the U.S. Army Field Support Command at Rock Island, IL, awarded General Dynamics Ordnance and Tactical Systems, a business unit of Co., an $89,700,000 contract option for the production of MK80 Series Bomb Bodies. This award is the second option of a multiple year contract, originally awarded in Mar. 2003 and brings the total contract value to date to $257,000,000. Work is expected to be completed by July 2006. 03/03/2005 On Mar. 2, 2005, the U.S. Navy awarded Co.'s subsidiary, General Dynamics Electric Boat, a $62,400,000 contract modification to perform routine maintenance work on the USS Connecticut (SSN 22), a Seawolf-class attack submarine. Under the terms of the modification, Electric Boat will perform a Drydocking Selected Restricted Availability, which consists of repairs, maintenance work and alterations. The work will take place at Electric Boat's shipyard in Groton, CT, between Apr. and Dec. 2005. This contract option modifies a Feb. 4, 2005 initial award with a total contract value of $80,700,000. 03/02/2005

On Mar. 2, 2005, Lewis A. Von Thaer and Tommy R. Augustsson was appointed Vice President. 02/25/2005 On Feb. 23, 2005, Co.'s subsidiary, General Dynamics European Land Combat Systems, completed negotiations with the Government of Portugal on a $482,000,000 (EURO$365,000,000) contract to produce 260 Pandur II eight-wheeled, all-wheel-drive (8x8) armored

combat vehicles. Co. will produce 15 vehicle variants under this program, including an amphibious configuration for use by the Portuguese Navy. Steyr-DaimlerPuch Spezialfahrzeug GmbH, a General Dynamics company, of Vienna, Austria, will be the program manager and system integrator. Deliveries will begin in Sept. 2006 and continue through Dec. 2009. 02/25/2005 On Feb. 25, 2005, the U.S. Navy's Naval Sea Systems Command awarded General Dynamics Advanced Information Systems, a business unit of Co., a $10,000,000 firm-fixed-price, cost-plus-fixed-fee contract for fabrication, integration, test and delivery of seven photonics mast workstations for installation on Virginia-class submarines. The contract includes engineering services in support of the development, field maintenance and modification of the photonics mast workstations for integration into the photonics mast system. Work will be performed in Fairfax, VA, and is expected to be completed by Aug. 2011. 02/23/2005

On Feb. 23, 2005, the U.S. Navy's Naval Sea Systems Command awarded General Dynamics Advanced Information Systems, a business unit of Co., a $10,700,000 contract modification for production of equipment in support of the MultiPurpose Processor (MPP) program for submarines. This contract provides for production of Multi-Purpose Processor systems. Work is expected to be completed by Mar. 2006. The contract modification also includes pre-negotiated pricing options for a further three years, permitting the U.S. Navy to select annual requirements and exercise options. This award modifies a contract originally awarded in Aug. 2004 to Digital Systems Resources, Inc., which was acquired by Co. and became part of General Dynamics Advanced Information Systems in Sept. 2003. Including this modification, the cumulative value of the contract is $99,300,000.

02/22/2005 On Feb. 22, 2005, General Dynamics Armament and Technical Products, a business unit of Co., received a $21,000,000 contract option from U.S. Army Tank Automotive Command, Rock Island, IL, for the production of 45 M2HB Machine Gun Overhaul Kits. The option was exercised under a contract awarded to Co. in Sept. 2004 and brings the total contract value to $42,000,000. This contract option will extend deliveries through June 2006. 02/18/2005

On Feb. 17, 2005, Co.'s subsidiary, General Dynamics C4 Systems, received a $13,300,000 contract modification from the U.S. Marine Corps System Command (MARCORSYSCOM) for 16 additional unit operation centers (UOC). The UOC deploys rapidly (sets up within 40 minutes), includes a network of workstations supporting standard Tactical Data Systems and other mission-critical software, and has large-screen displays that can take input from any workstation. The system integrates non-secure and secret voice and data communications, Voice Over Internet Protocol capabilities and networked servers. Tents, trailers, radios, power generation and other tactical hardware are also integrated for command and control that can be deployed via air, ground or sea. The centers are expected to be ready for deployment in support of Operation Iraqi Freedom by early 2006. In a separate transaction, Co. also received an order from the U.S. Armay for a fifth brigade of Stryker wheeled combat vehicles. The Stryker family of eight-wheel-drive combat vehicles can travel at speeds up to 62 mph on highways, with a range of 312 miles. Stryker vehicle configurations include carriers for mortars, engineer squads, infantry squads, command groups, and fire support teams; a nuclear, chemical and biological reconnaissance vehicle; anti-tank guided missile and medical evacuation vehicles; and the Mobile Gun System, a 105mm cannon mounted in a low-profile turret that is integrated into the Stryker chassis. The order for 423 vehicles to

equip the brigade is valued at $582,000,000. Vehicle deliveries are slated for Jan. 2006 through Jan. 2007. 02/16/2005 On Feb. 16, 2005, Co.'s subsidiary, General Dynamics Land SystemsCanada, was awarded by the U.S. Army Communication and Electronics Command, on behalf of the U.S. Army Program Manager for Close Combat Systems, a contract with a potential value not to exceed US$78,000,000 (C$97,000,000) for 148 RG-31 Medium Mine Protected Vehicles. Included in this price is US$3,000,000 in spare parts. Under this contract, General Dynamics Land Systems-Canada will provide the program management and logistics support while BAE Land Systems OMC of South Africa will manufacture the vehicles. The contract, which has initial funding of US$38,200,000, was signed through the Canadian Commercial Corp., a Crown Agency of the Canadian Government. Deliveries will occur from April to Dec. 2005. 02/15/2005 On Feb. 15, 2005, Co.'s subsidiary, General Dynamics Advanced Information Systems, was awarded a $44,600,000 contract modification by the U.S. Navy's Naval Sea Systems Command to provide engineering and technical services and production in support of the

Multi-Purpose Processor (MPP) program for submarines. Work under this contract will provide services and associated materials for the design and development of upgrades, systems support and production of the MPP system. This system is a combination of hardware and software that enables submarines to process data collected by towed and hull arrays. The processed data provides valuable information regarding the location of other nearby vessels and increases survivability and lethality of the submarine. It is installed on SSN 688, SSN 688I, SSN 774, SSN 21, SSGN and SSBN 726 Classes and is a major subsystem under the Acoustic Rapid Commercial Off-The-Shelf Insertion (A-RCI) program. Work is expected to be completed by Dec. 2005.

02/14/2005 On Feb. 11, 2005, The U.S. Navy awarded General Dynamics Electric Boat, Co.'s subsidiary, a $60,900,000 contract modification for nuclearsubmarine work. Under the terms of the contract modification, Electric Boat will provide the necessary technical/ engineering, design, logistics, and program management support required to ensure the efficient design and installation of design and configuration changes. Initially awarded Mar. 3, 2004, the contract could be worth approx. $1,100,000,000 over five years if all options are exercised and funded. Work performed under this modification is expected to be completed by Feb. 2008. 02/10/2005

On Feb. 10, 2005, the U.S. Army Tank-Automotive and Armaments Command awarded General Dynamics Land Systems, a business unit of Co., a $35,200,000 contract for the labor associated with the production of 120 Abrams Integrated Management (AIM) tanks. The 120 AIM tanks are scheduled for delivery to U.S. Army units at Fort Riley, KS, and other installations beginning in Aug. 2005. 02/08/2005 On Feb. 8, 2005, Co.'s subsidiary, General Dynamics Network Systems, was awarded a a contract for the installation of shipboard physical security equipment aboard Military Sealift Command and Navy ships. The indefinite delivery/requirements contract has a performance period of five years and a potential value of $49,900,000. The contract was awarded by the Crane Division, Naval Surface Warfare Center (NSWC Crane). Under the contract, Co. will install computer-based security systems, including cameras, sensors, lights and other components, that will help ensure the safety of Military Sealift Command crew carrying cargo to Navy ships at sea. The cameras watch for intruders as well as monitor cargo, ammunition and other supplies on the ship. The system also connects to flood lights, triggered when an unidentified vessel comes too close to a ship. If the vessel does not identify itself, the captain can use the system to broadcast warnings in any one of 28 languages. 02/07/2005

On Feb. 7, 2005, Co.'s subsidiary, General Dynamics Land Systems, was awarded an $11,500,000 delivery order by the U.S. Army TankAutomotive and Armaments Command as part of a $39,300,000 contract for contractor logistics support for the Fox M93A1 Nuclear, Biological, Chemical Reconnaissance Vehicle. The Fox M93A1 is a wheeled vehicle that protects its crew as it surveys the battlefield for contamination through point detection at distances up to three miles. The work is expected to be completed by July 31, 2006. 02/07/2005 On Feb. 4, 2005, the U.S. Navy awarded General Dynamics Electric Boat, Co.'s subsidiary, two contract modifications for submarine-related work with a total value of $58,000,000. In the first award, Electric Boat received a contract modification for $41,000,000 for research and development work on the Virginiaclass submarine program. This award modifies a five-year, $78,000,000 contract announced in Sept. 2000 that will be worth $480,000,000 if all options are exercised and funded. Under the terms of this modification, Electric Boat will perform development studies for Virginia-class design improvements, and will continue to evaluate new technologies for insertion into succeeding Virginia-class submarines. Work is expected to be completed by Jan. 2006. The second award is for $17,000,000 to plan and prepare for the Drydocking Selected Restricted Availability (DSRA) of the Seawolfclass submarine USS Connecticut (SSN-22). Work is expected to be completed by Dec. 2005.

01/31/2005 On Jan 31, 2005, Co. completed the sale of its Aeronautics Services business to Wyle Laboratories, Inc.

01/31/2005 On Jan. 31, 2005, Co.'s business unit, General Dynamics Network Systems, was awarded a five-year Alternate Hardware Field Service (AHWFS) contract by Sun Microsystems for field engineering services. This indefinite delivery/indefinite quantity contract, awarded to Co. and two other companies, is a follow-on contract to the Sun Genesis service delivery program and is valued at approx. $25,000,000. Under this new program, Co.'s engineers provide system administration, software, and break/fix maintenance field-engineering support to Sun Microsystems' classified government and key high-value commercial accounts throughout the country.

01/31/2005 On Jan. 28, 2005, the U.S. Navy awarded General Dynamics Electric Boat, Co.'s subsidiary, a $150,000,000 contract modification to convert the USS Michigan (SSBN727) from a Trident ballistic-missile submarine to a Trident SSGN, a multimission submarine optimized for conventional tactical strike and special-operations support. The modification includes options for the conversion of USS Georgia from SSBN-729 to SSGN-729 which, if exercised, would be worth an additional $177,000,000. This award modifies a

five-year, $1,000,000,000 contract announced in Sept. 2002 for design and related support work to convert the first four Trident ballistic-missile submarines to an SSGN configuration. If all options are exercised and funded, the contract will be worth a total of $1,300,000,000. Under the terms of this modification, Electric Boat will convert the USS Michigan at Puget Sound Naval Shipyard in Washington concurrent with the ship's Engineered Refueling Overhaul. Co. also announced that the U.S. Army Tank-Automotive and Armaments Command awarded Co.'s business unit, General Dynamics Land Systems, a $161,000,000 modification as part of a $283,000,000 contract to retrofit 129 M1A2 Abrams tanks with an enhanced electronics package. 01/25/2005 On Jan. 25, 2005, Co.'s subsidiary, General Dynamics Land Systems, was awarded a $24,000,000 contract by the United States Army TankAutomotive and Armaments Command for systems technical support (STS) for the Abrams tank. STS allows the change-out of obsolete parts and keeps the Abrams tanks current to their base configuration. The main objective of STS is to keep the tanks running at high operational readiness rates. Work under this contract is expected to be completed by Sept. 30, 2006.

01/25/2005

On Jan. 25, 2005, The U.S. Navy awarded Co.'s subsidiary, General Dynamics Electric Boat, a $8,000,000 modification to an existing contract for submarine modernization and related work at the Naval Submarine Support Facility, Groton. Initially awarded in Oct. 2001, the overall contract could be worth $149,000,000 over five years if all options are exercised and funded. Work is expected to be completed in Mar. 2005. Under the terms of the modification, Electric Boat will continue to perform nonnuclear submarine modernization and repair services at the Naval Submarine Support Facility at the submarine base. These services include intermediate and depot-level overhaul, repair and modernization activities in support of submarines and the Shippingport floating dry-dock, as well as support and service craft. 01/24/2005 On Jan. 24, 2005, The U.S. Army Tank-Automotive and Armaments Command at Picatinny Arsenal, NJ, awarded Co.'s business unit, General Dynamics Ordnance and Tactical Systems, a multi-year contract (one base year plus four option years) for the production of mortar propelling increment charges for 81mm and 120mm mortar ammunition. Total value of this contract, if all options are fully exercised, totals approx. $200,000,000; the initial award value was $6,000,000. Under the contract, Co. will produce the

81mm M218, M219 and M220 propelling charges, as well as the M233 and M234 for the 120mm mortar system. Production and program management will be performed out of Co.'s Medium Caliber Ammunition facility located in Marion, IL. Work is expected to be completed by Apr. 2010. 01/20/2005 On Jan. 20, 2005, Co.'s subsidiary, Electric Boat, was awarded by the U.S. Navy a $5,500,000 modification to a contract to manage and support nuclear-maintenance work for submarines homeported at Naval Submarine Base New London in Groton. Under the terms of the contract modification, Electric Boat will continue to operate the Nuclear Regional Maintenance Department (NRMD) at the submarine base through Sept. 30, 2005. Co. will provide project management, planning, training and radiological-control services to support maintenance, modernization and repairs in support of operational submarines. Additionally, the U.S. Navy also awarded Co.'s Advanced Information Systems unit a $14,000,000 contract modification for procurement and engineering activities supporting the AN/BYG-1 Submarine Combat Control System. The contract modification includes engineering and technical services to support development activities for the Tactical Control System, which is intended for use in all U.S. Navy

submarines. The Tactical Control System provides the next generation capability for submarine tactical decision and contact/sensor management. The first AN/BYG-1 Combat Control System is scheduled to be installed on an improved SSN688 Los Angeles class attack submarine in July 2005. The contract modification also includes procurement activities for Integrated Electronic Equipment Enclosure (IEEE) cabinets in support of the AN/BYG-1 Combat Control System on SEAWOLF Class submarines. Work is expected to be completed by Dec. 2005. 01/14/2005 On Jan. 11, 2005, Co.'s subsidiary, National Steel and Shipbuilding Company, announced that the U.S. Navy exercised options to build two additional ships under the T-AKE program, a new class of combat logistics force ships. The T-AKE is a dry cargo/ammunition ship that will be operated by the Military Sealift Command, providing logistic lift from sources of supply either in port or at sea. The ships will transfer cargo -ammunition, food, fuel, repair parts, and expendable supplies and material -- to station ships and other naval forces at sea. The $586,000,000 contract brings the total number of ships awarded to NASSCO to eight, and the total contract value to $2,500,000,000. The T-AKE contract includes options for an additional four ships. 01/11/2005

On Jan. 11, 2005, The U.S. Navy awarded General Dynamics Advanced Information Systems, a business unit of Co., an $8,800,000 contract modification to continue system integration and development of the Surface Electronic Warfare Improvement Program. Initial delivery of the second upgrade is expected by Dec. 2005. 01/07/2005 On Jan. 7, 2005, The U.S. Army Tank-Automotive and Armaments Command at Picatinny Arsenal, NJ, awarded Co.'s a business unit, General Dynamics Ordnance and Tactical Systems, a $5,800,000 fixedprice contract for Low Rate Initial Production of 3,600 M1028 120mm Anti-Personnel Canister Cartridges. This contract is a followon award resulting from successful completion by General Dynamics of Systems Development and Demonstration and TypeClassification for Low Rate Production of this new 120mm tank round. 01/06/2005 On Jan. 6, 2005, The U.S. Army Field Support Command at Rock Island, IL, awarded Co.'s business unit, General Dynamics Ordnance and Tactical Systems, a $54,000,000 modification to an existing multi-year ammunition contract for the production of 120mm M831A1 and M865 Tank Training Ammunition. This contract will be managed out of the General Dynamics Ordnance and Tactical Systems headquarters located in St. Petersburg, FL. Work is expected to be completed by Sept. 2008.

01/03/2005

On Dec. 23, 2004, Computer Sciences Corp. signed a memorandum of understanding to extend its information technology (IT) outsourcing contracts with Co. business units for a period of 7.25 years. Computer Sciences estimates the value of the extensions to be approx. $1,600,000,000 as definitive agreements are signed. 12/23/2004 On Dec. 17, 2004, Co.'s subsidiary, Electric Boat, was awarded an $11,300,000 contract modification to perform routine maintenance work on the USS Dallas (SSN-700). Under the terms of the modification, Electric Boat will perform Drydock Selected Restricted Availability, which consists of repairs, maintenance work and alterations. 12/23/2004 On Dec. 17, 2004, Co.'s subsidiary, General Dynamics Advanced Information Systems, Inc., signed an agreement to sell its Aeronautics Services business to Wyle Laboratories, Inc. The Aeronautics Services operations will become part of Wyle's Technical Support Services unit. 12/23/2004 On Dec. 21, 2004, Co.'s unit, General Dynamics Advanced Information Systems, was awarded a $5,800,000 contract to provide analysis, design and implementation support for the Acquisition Wide Area Network (AWAN) procurement system for the National

Security Agency/Central Security Service (NSA/CSS) and their industry participant base. Co.'s Trusted Network Environment multi-level security system will be used as the foundation for the Acquisition Wide Area Network. The first phase will provide an initial pilot program reaching the National Security Agency and six contractors and is expected to be completed by May 2005. Subsequent phases will extend the Acquisition Wide Area Network connectivity to all participant facilities, while maintaining the stringent access control models stipulated by the National Security Agency. 12/21/2004 On Dec. 20, 2004, The U.S. Army Tank-Automotive and Armaments Command awarded General Dynamics Land Systems, a business unit of Co., a $267,000,000 modification to a previously awarded contract to produce 125 M1A1 Abrams tank kits for the Egyptian tank co-production program. Deliveries begin in 2005 and will continue through 2008. 12/14/2004 On Dec. 14, 2004, General Dynamics Armament and Technical Products, a business unit of Co., was awarded a $15,000,000 contract from THALES Nederland for the production of Goalkeeper weapon systems. Deliveries will commence in Feb.y 2006 and extend through May 2006. 12/14/2004

On Dec. 13, 2004, General Dynamics C4 Systems, a business unit of Co., was awarded a $20,000,000 contract option from the U.S. Marine Corps System Command (MARCORSYSCOM) to provide 21 additional Unit Operations Centers.

12/10/2004 On Dec. 10, 204, Curtiss-Wright Corp. received a four year contract award of approx. $10,000,000 from General Dynamics Electric Boat, Co.'s subsidiary, to provide sub safe ball valves to the US Navy. The contract is a multi-year procurement and deliveries will begin in 2005. 12/09/2004 On Dec. 9, 2004, Co.'s unit, General Dynamics Ordnance and Tactical Systems, and Alliant Techsystems were awarded a $39,000,000 contract by the Commonwealth of Australia to produce 120 mm tank ammunition. General Dynamics Ordnance and Tactical Systems will be the program prime contractor and will produce 120 mm KEW-A2 tungsten APFSDS-T cartridge, as well as quantities of training ammunition, for the Australian Armed Forces. The contract, for an undisclosed quantity of tactical and training ammunition, represents the Commonwealth's first procurement of ammunition to equip 59 M1A1 AIM tanks currently on order from the U.S. Government.

12/08/2004

On Dec. 7, 2004, The U.S. Navy awarded General Dynamics Electric Boat a $5,600,000 contract modification for nuclear-submarine work. Electric Boat is a wholly owned subsidiary of Co. Under the terms of the contract modification, Electric Boat will provide design agent, planning yard, engineering and technical support for nuclear submarines. The contract could be worth approx. $1,100,000,000 over five years if all options are exercised and funded. Work performed under this modification is expected to be completed by September 2008.

12/06/2004 On Dec. 6, 2004, Co.'s Armament and Technical Products unit was awarded a $6,000,000 contract for production of 1,393 30mm gun barrels from the Defense Logistics Agency's Defense Supply Center Columbus. Total potential contract value could reach $13,000,000 million if all options are exercised. Deliveries on this contract will commence in July 2005 at a rate of 77 barrels per month.

11/22/2004 On Nov. 22, 2004, General Dynamics Armament and Technical Products, a business unit of Co. received a $12,000,000 option to a previously awarded contract from the Naval Sea Systems Command, Washington, D.C., for the production of three Aegis gun and guided missile director and controller ship sets. The initial contract award was in Sept. 2003; this option brings total contract value to date to $27,500,000. 11/17/2004

On Nov. 15, 2004, The U.S. Navy awarded General Dynamics Electric Boat a $47,700,000 contract modification for nuclear-submarine work. Electric Boat is a wholly owned subsidiary of Co. Under the terms of the contract modification, Electric Boat will provide design agent, planning yard, engineering and technical support for nuclear submarines. Electric Boat will also provide research and development support for submarine research vehicles. Initially awarded March 3, 2004 the contract could be worth approx. $1,100,000,000 over five years if all options are exercised and funded. Work performed under this modification is expected to be completed by Nov. 2006. 11/10/2004 On Nov. 10, 2004, CACI International, Inc. was awarded a subcontract by General Dynamics Network Systems (a business unit of Co.), to provide network services to the U.S. Air Force under the NetworkCentric Solutions (NETCENTS) contract. Co. is one of eight prime contractors chosen for NETCENTS, an indefinite delivery/indefinite quantity contract with a three-year base period and two one-year options; the program has a maximum potential value of $9,000,000,000. 11/10/2004 On Nov. 9, 2004, General Dynamics Armament and Technical Products, a business unit of Co., was awarded a $23,400,000 contract from the U.S. Army's TACOM/ARDEC Picatinny Arsenal (Picatinny, N.J.) for the production of 130 enhancedcapability reactive

armor vehicle sets for the Bradley Fighting Vehicle System. Total value upon contract definitization could reach $46,700,000. 11/03/2004 On Nov. 2, 2004, Co.'s unit, General Dynamics Land Systems, was awarded a $136,000,000 modification to a previously awarded contract by the Marine Corps Systems Command to continue the system development and demonstration (SDD) phase of the Expeditionary Fighting Vehicle (EFV) program. Co. will provide the required materials, services, personnel and facilities to complete the design and development of the EFV, perform studies and analyses, manufacture and test all SDD prototypes, prepare for production, initiate logistics support of the EFV, and successfully complete the SDD phase. All work is expected to be completed by Sept. 2008.

10/26/2004 On Oct. 22, 2004, The Canadian Department of National Defence awarded General Dynamics Land Systems - Canada, Co.'s business unit, a $5,000,000 CAD (approx. $4,000,000 USD) contract to perform engineering feasibility studies in support of the Canadian Mobile Gun System program. Studies are anticipated in a number of technical areas including communications, navigation and logistics support. 10/14/2004

On Oct. 14, 2004, The U.S. Navy awarded General Dynamics Electric Boat a contract modification for engineering and life-cycle support work worth $15,500,000. Electric Boat is a wholly owned subsidiary of Co. This award modifies a $13,400,000 contract originally announced in Oct. 2002 for reactor-plant planning yard work. This work encompasses engineering services for life-cycle support, maintenance and modernization of the reactor plants and selected propulsion-plant systems on Los Angeles, Trident and Seawolf-class submarines, and the nuclear research submarine NR1. Additionally, Electric Boat will provide similar services for all systems on the Navy's moored training ships in Charleston, SC. If all options are exercised and funded, the contract would be worth $79,800,000 over a five-year period ending in 2007. 10/08/2004 On July 9, 2004, Co. completed its acquisition of Spectrum Astro, Inc. Terms of the transaction were not disclosed. 10/06/2004 On Aug. 23, 2004, Co.'s unit, General Dynamics C4 Systems, was awarded a contract by the United States Air Force (USAF) to develop and deliver 10 prototype tablet computers powered by direct liquid fuel cells for evaluation as a potential replacement for the department?s current ground air traffic control computers. The program will combine commercial-offthe-shelf computer equipment with privately-developed fuel cell technology, and could enable extended field operations that will reduce the USAF?s

reliance on centrally-located recharging apparatus and spare batteries. As a subcontractor to SRA International, Inc. on the USAF program, Co. will be responsible for overall systems engineering, program management and subcontract management, and will deliver 10 prototype Itronix GoBook? tablet computers and five prototype fuel cell power packs and associated refueling cartridges. The fuel cell systems will be supplied by Medis Technologies Ltd. The system will then be field tested and evaluated by

the Air Force Research Lab at Wright Patterson Air Force Base in Ohio. The wearable computer power demonstrator project is valued at $1,300,000. 10/06/2004 On Aug. 31, 2004, Co.'s subsidiary, General Dynamics American Overseas Marine, was awarded a $24,000,000 contract by the U.S. Navy Military Sealift Command for the maintenance and operation of nine Large Medium-Speed Roll On/Roll Off (LMSR) vessels. Under the terms of the contract, American Overseas Marine will provide qualified ship officers and crews, operational and technical support (ashore and afloat), equipment, tools, provisions and supplies to operate, maintain and repair the vessels. If all options are exercised and funded, the contract will be worth a total of $123,000,000 over five years. 10/05/2004

On Aug. 23, 2004, Co.'s unit, General Dynamics Land Systems ? Canada, was awarded a C$22,850,000 (US$17,360,000) modification to a previous contract by the Canadian Department of National Defense for LAV III vehicles. Under this contract modification, General Dynamics Land Systems ? Canada will manufacture 33 LAV III TOW Under Armour vehicles equipped with refurbished and upgraded Kvaerner Eureka Armoured Launching Turrets. TOW is a Tube-launched Optically-tracked Wire-guided anti-tank missile used by the Canadian forces to defeat tanks and armored vehicles. The under armour system allows the soldier to track targets and fire the TOW missile from inside the LAV III where he is protected from bullets and shrapnel. Deliveries will take place between Sept. 2005 and May 2006. 10/05/2004 On Oct. 1, 2004, The U.S. Army Tank-Automotive and Armaments Command has awarded General Dynamics Land Systems, a business unit of Co., two contracts totaling $31,300,000 for work related to the Army's Stryker family of eightwheeled combat vehicles. A $10,100,000 modification to an existing contract was awarded for contractor logistics support for the Stryker Brigade Combat Teams. Work will be performed in Sterling Heights, MI (4%); Auburn, WA (25%); Ontario, Canada (25%); Germersheim, Germany (5%);

Iraq (40%); and Kuwait (1%). In addition, a $21,200,000 modification to an existing contract also was awarded for Stryker slat deployment armor support. Work will be performed in Lima, OH, (85%); Shelby Township, MI (5%); Fort Wainwright, AK (3%); Fort Lewis, WA (2%); and Fort Irwin, CA (5%). All work on both contracts is expected to be completed by Sept. 30, 2005. 10/04/2004 On Sept. 29, 2004, General Dynamics C4 Systems, a business unit of Co., was awarded a $22,000,000 contract modification from the National Guard for ruggedized, secure fax machines, increasing the value of orders executed on Co.'s Common Hardware/Software II contract (CHS-2) to approx. $1,000,000,000. 09/29/2004 On Sept. 17, 2004, Co. completed its acquisition of TriPoint Global Communications, Inc. Terms of the acquisition were not disclosed. 09/29/2004 On Aug. 9, 2004, Co.'s business unit, General Dynamics Ordnance and Tactical Systems, was awarded a $5,100,000 modification to a firmfixed-price contract by the U.S. Army Tank-automotive and Armaments Command to manufacture 105mm and 155mm artillery projectiles. General Dynamics Ordnance and Tactical Systems will supply projectiles for the Army?s Advanced Conventional Artillery Ammunition Program (ACA2P). This contract will supply long-range 105/155mm insensitive high explosive, smoke and

illumination projectiles. Work is expected to be completed by Aug. 1, 2005; quantities in this contract will be for safety and gun qualification testing in 2005. 09/28/2004 On July 28, 2004, Co.'s subsidiary, Electric Boat Corp., awarded a $29,400,000 contract to Raytheon Company to produce new Submarine High Data Rate (Sub HDR) multiband satellite communication (SATCOM) systems for the new Virginia Class submarine. Sub HDR is a communication system that connects submariners to the above sea world by giving them for the first time high data rate, multi-band SATCOM capability. Sailors deploy Sub HDR by raising a mast-mounted antenna above the ocean's surface, while the boat remains submerged-and stealthy-at periscope depth. The system connects to the Global Broadcast Service, the Milstar satellite constellation, and the Defense Satellite Communication System to send and receive missioncritical information such as secure wideband multi-media, voice and data traffic, imagery and video teleconferencing. Sub HDR enables underwater forces to be full participants in coordinated fleet battle group and FORCEnet operations.

09/28/2004 On July 14, 2004, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded an $8,600,000 option to an existing contract by the U.S. Army Robert Morris Acquisition Center for the production of 2,000 Improved Chemical Agent

Monitors. Used to monitor chemical agent contamination and confirm decontamination effectiveness, the lightweight, handheld Improved Chemical Agent Monitor can detect a range of nerve and blister agents in minute quantities at atmospheric pressures. The contract being amended was initially awarded in Dec. 1995 and had a value of $14,300,000; this option extends deliveries through Oct. 2005 and will bring the total number of units produced to over 15,000, for a total value of $66,000,000.

09/24/2004 On Sept. 23, 2004, The U.S. Navy awarded General Dynamics Advanced Information Systems, a business unit of Co., a $50,000,000 contract to provide systems engineering, operational support, repair, installation and checkout for the TRIDENT II fire control system. Work will be performed in Pittsfield, MA, and is expected to be completed by Mar. 2007. 09/24/2004 On Sept. 22, 2004, General Dynamics Armament and Technical Products, a business unit of Co., was awarded a $26,500,000 contract by the U.S. Army Tank Automotive Command, Rock Island, IL, for the production of 45 M2HB Machine Gun Overhaul Kits. Total contract value could reach $49,900,000 if all planned options are exercised. Deliveries on this contract will commence in early 2005, building up to a rate of seven kits per month. Production work will be performed at General Dynamics Armament and Technical Products' Saco, ME, facility.

09/23/2004 On July 15, 2004, The U.S. Army Tank-Automotive and Armaments Command awarded General Dynamics Land Systems, a business unit of Co., a $5,000,000 contract to order advance material for the production of 59 Abrams tanks for Australia. Award of the production contract, worth approx. $60,000,000, is forecast for Dec. 2004. Work will be done at the General Dynamics-operated Joint Systems Manufacturing Center in Lima, OH, (77%); the General Dynamics Land Systems Scranton Plant in Eynon, PA, (20%); and the Muskegon Plant in Muskegon, MI, (3%). The 59 tanks are scheduled to be delivered by Aug. 2006. 09/22/2004 On July 6, 2004, The U. S. Navy awarded General Dynamics Advanced Information Systems, a business unit of Co., a $21,500,000 contract modification to continue system integration and development of enhanced capabilities for the Acoustic Rapid Commercial-off-the-shelf Insertion (ARCI) program. Work under this contract will be performed in Fairfax, VA, and Anaheim, CA, and includes systems engineering, architecture design, software engineering, development, integration, and testing. The overall contract runs through Dec. 2008 and has a total potential value of $250,000,000, including the modification announced today. The contract modification was awarded in the name of Digital System Resources Inc. 09/22/2004

On Aug. 17, 2004, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $16,400,000 contract by the U.S. Navy to perform routine maintenance work on the USS Dallas (SSN-700), a Los Angeles-class attack submarine. Under the terms of the contract, Electric Boat will perform a Drydock Selected Restricted Availability, which consists of repairs, maintenance work and alterations. The work will take place between Feb. and Apr. 2005. 09/22/2004 On Aug. 16, 2004, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded a $25,000,000 delivery order as part of a firm-fixed-price contract by the U.S. Army Research, Development and Engineering Command for the production of Joint Biological Point Detection Systems (JBPDS). The JBPDS is a self-powered Biological Warfare Agent (BWA) detection and identification instrument suite that rapidly detects and identifies biological warfare agents such as airborne viruses, bacteria and toxins. Its biosuite automatically collects and analyzes environmental samples and reports identifying information about agents detected, via standard communications systems, to contacts at both local and remote locations. The contract has a

potential value of up to $750,000,000 for up to 1,089 systems through 2009 if all options are exercised. Work is expected to be complete by Aug., 31, 2009. 09/22/2004

On July 12, 2004, Co.'s business unit, General Dynamics Advanced Information Systems, was awarded a $7,000,000 contract by the U.S. Navy to complete the conversion of weapons laboratories at the Navy?s Trident Training Facility to the Trident II (D5) Backfit configuration, and to deliver the Fire Control Mod 6 Advanced Development Laboratory. Work is expected to be complete by Jan. 2006. The award has a potential value of up to $17,000,000 million if all options are exercised. The contract will also provide for initial design of a new Weapons Training System Advanced Development Laboratory and will upgrade the Training Simulation System capabilities to enable the U.S. Navy to train its crews on the operation and maintenance of the Trident II Fire Control Mod 6 tactical system. 09/22/2004 On July 12, 2004, Innovative Concepts and General Dynamics UK Limited, a business unit of Co., was awarded a contract to supply Single Card Improved Data Modems (SCIDM?) for the Spanish EF-18A/B aircraft. Innovative Concepts and General Dynamics UK were selected by the Spanish Air Force to deliver an integrated, low-risk, Improved Data Modem (IDM) solution. IDM Technology? will give the EF-18 tactical air to ground digital communications for accomplishing critical Close Air Support (CAS) missions. 09/21/2004

On July 19, 2004, A team led by Co. was awarded a $295,000,000 contract to develop small, lightweight software-defined radios for use by all branches of the U.S. military in devices such as unattended sensors and soldier systems. Co. is the prime contractor for the program. The contract has a potential value in excess of $1,000,000,000 through 2011 if all options are exercised. 09/20/2004 On July 12, 2004, The U.S. Army Tank-Automotive and Armaments Command (TAAC) awarded General Dynamics Land Systems, a business unit of Co., two delivery orders totaling $12,500,000 as part of a $43,200,000 firm-fixed price contract for the conversion of unserviceable government-furnished Bradley Fighting Vehicle transmissions to serviceable HMPT500-3ECA transmissions. The work will be completed by Mar. 2004. TAAC also awarded the business unit a $14,200,000 delivery order as part of a $35,000,000 contract for new equipment training and fielding support to the Army's 3rd Stryker Brigade Combat Team. All work is expected to be completed by May 2005. 09/17/2004 On Sept. 13, 2004, Co.'s business unit, General Dynamics C4 Systems, was awarded a contract by the U.S. Army to develop and integrate the Air Warrior Block 3 system, which consists of electronics and advanced, mission-specific protective clothing for

Army helicopter aircrew members. The General Dynamics soldier-as-asystem solution includes an integrated aviator helmet system, upgraded microclimate cooling unit and enhanced voice/data communication capability. The contract is valued at $30,000,000 over five years. 09/17/2004 On June 15, 2004, Co. announced that three of its business units-General Dynamcis Ordnance and Tactical Systems; General Dynamics Network Systems; and General Dynamics Advanced Information Systems-- were awarded Department of Defense contracts worth approx. $62,000,000. General Dynamcis Ordnance and Tactical Systems was awarded a $50,000,000 modification to a firm-fixed-price contract for 10,040 KE-W A2 120mm cartridges by the U.S. TankAutomotive and Armaments Command, Picatinny Arsenal, NJ. Work will be performed in Red Lion, PA (62%); St. Petersburg (18%); Radford, VA (9%); Middletown, IA (6%); and other locations in the United states, and is expected to complete by Dec. 2005. General dynamcis Network Systems was awarded a $6,000,000 firm-fixed-price contract to provide services and materials necessary for on-site preventive and remedial maintenance for intelligence information command and control equipment and enhancements. The contract was awarded by the Headquarters Warner Robins

Air Logistics Center, Robins Air Force Base, GA. Work will be accomplished at 500 sites worldwide and completed by June 2005. General Dynamics Advanced Information Systems was awarded a $6,000,000 cost-plus fixed-fee contract modification to conduct design and trade studies, risk management, laboratory testing, demonstrations and other services to refine and assess alternative symbiotic communications system concepts. The contract was awarded by the Air Force Research Laboratory, Rome, NT, and work is expected to be completed by Feb. 2005. The contract was awarded in the name of Veridian Systems Division, which was acquired by Co. in Aug. 2003. 09/16/2004 On Aug. 17, 2004, Co.'s subsidiary, General Dynamics Armament and Technical Products, awarded LaBarge, Inc. a $3,000,000 contract to manufacture the controllers for the Aegis combat system.

09/15/2004 On Aug. 18, 2004, The U.S. Navy awarded Bath Iron Works, a subsidiary of Co., a $26,600,000 modification to a previously awarded contract to perform Post Shakedown Availability (PSA) maintenance, repair and upgrade work for Arleigh Burke-class Aegis destroyers homeported on the West Coast of the United States. Options for two additional PSA assignments are available under the existing contract, which was awarded in Feb. 2004. PSA work will be performed on USS CHUNG HOON (DDG 93) by the Bath Iron

Works-Southwest Marine PSA Team at Southwest's facilities in Pearl Harbor, Hawaii, and is expected to be completed by April 2005. A PSA for USS MOMSEN (DDG 92) will be performed by a Bath Iron WorksTodd Pacific Shipyards Corporation PSA Team at Todd's facilities in Seattle, WA, and is expected to be completed by July 2005. Work will include engineering and management services; labor and procurement of material for system upgrades and to correct governmentresponsible deficiencies; performance of specified PSA work items, including tests and post-repair sea trials; and additional tasking to complete emergent repairs. 09/15/2004 On Sept. 14, 2004, General Dynamics Advanced Information Systems was selected by the Defense Microelectronics Activity (DMEA) to provide engineering services under the Advanced Technology Support Program III. The indefinite delivery indefinite/quantity multiple-award contract has a maximum potential value of $4,700,000,000 over 15 years if all options are exercised. General Dynamics Advanced Information Systems is a business unit of Co. 09/14/2004 On Sept. 13, 2004, The U.S. Air Force awarded a General Dynamics Network Systems-led team a contract to provide information technology, networking and voice, video and data communications products and services in support of the Air Force's global

information requirements. The indefinite delivery/indefinite quantity (ID/IQ) contract has a three-year base period and two, one-year options; the program has a maximum potential value of $9,000,000,000. General Dynamics Network Systems is a business unit of Co. Under the NetworkCentric Solutions, (NETCENTS) contract, Co. and its partners will offer system integration solutions and services. 09/10/2004 On Aug. 26, 2004, The U.S. Navy has awarded General Dynamics Electric Boat a $26,900,000 contract modification for nuclear-submarine work. Electric Boat is a wholly owned subsidiary of Co. Under the terms of the contract modification, Electric Boat will provide design agent, planning yard, engineering and technical support for U.S. nuclear submarines, as well as the UK Trident submarine program. Electric Boat will also provide material to support the installation of design changes for submarine hulls;

mechanical and electrical systems; command and control systems; and subsystems. Initially awarded March 3, the contract could be worth approx. $1,100,000,000 over five years if all options are exercised and funded. Work performed under this modification is expected to be completed by Aug. 2007. 09/10/2004

On Sept. 8, 2004, The U.S. Army Tank-Automotive and Armaments Command has awarded General Dynamics Land Systems, a business unit of Co., a $22,400,000 contract to repair and modify 111 M1A2 Abrams System Enhancement Package (SEP) tanks. The work will be performed at the Joint Systems Manufacturing Center and is expected to be completed by July 30, 2005. 09/10/2004 On Sept. 10, 2004, Engineered Support Systems, Inc. (EASI) received a $5,700,000 firm fixed price contract from General Dynamics Land Systems - Canada (GDLS-C), Co.'s subsidiary, for power assisted cupolas on its Stryker vehicle. EASI's Systems & Electronics Inc. (SEI) subsidiary will produce 143 cupolas for the reconnaissance and fire support variants of the U.S. Army's Stryker Brigade Combat Team (SBCT) and other ancillary equipment in their St. Louis and West Plains, Missouri facilities. Deliveries under this contract will commence in Nov. 2004 and be completed by Nov. 2005. 08/24/2004 On Aug. 5, 2004, Raynor B. Reavis was appointed Vice President. 08/10/2004 On Aug. 2, 2004, General Dynamics Network Systems was awarded a contract to enhance data networks for the Navy at 16 locations around the world. The value of this contract is $19,000,000. General Dynamics Network Systems is a business unit of Co. Under

this contract, Co. is implementing technology enhancements to the server farm and information assurance systems installed under the $150,000,000 Navy Base Level Information Infrastructure (BLII) program awarded to Co. in Dec. 2001. The company is conducting site surveys, completing site preparation, providing hardware and software, performing configuration and integration of the server farm and information assurance systems, and conducting operational testing. Under BLII, Co. is providing the data network needs of land-based Navy personnel overseas. The company is designing, engineering and installing upgrades for the data networks and network infrastructure at 81 Navy sites in support of 35,000 users at bases in Korea, Spain, Britain, Japan, Singapore and Diego Garcia. This work is expected to be completed in the fall of 2004. The Navy Space & Warfare Systems Command (SPAWAR), San Diego, CA, awarded the BLII program to Co. under its Voice, Video and Data (ViViD) contract. 08/10/2004 On Aug. 3, 2004, General Dynamics Ordnance and Tactical Systems, a business unit of Co., was awarded a contract by the SENTEL Corp. to provide unmanned aerial vehicle (UAV) training support to the Naval Strike and Air Warfare Center in Fallon, NV. Training support on this contract begins in Sept. 2004 and will last for a minimum of 6 months. 08/06/2004

On July 22, 2004, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded two contracts totaling $16,300,000 by the U.S. Army Tank Automotive Command, Rock Island, Ill., for the production of 1,151 M2HB 12.7 mm machine guns. Deliveries on this contract will commence in July 2005 and proceed at a rate of 50 units per month.

07/23/2004 On June 9, 2004, Co. entered into a definitive agreement to acquire TriPoint Global Communications, Inc. Terms of the agreement were not disclosed. The transaction has been approved by the boards of directors of both companies and is subject to normal regulatory approval; it is expected to close in the third quarter of 2004.

07/23/2004 On May 27, 2004, The U.S. Navy announced that a team led by Bath Iron Works, a wholly owned subsidiary of Co., was awarded a $79,000,000 option to an existing contract to continue development of its proposed solution for the U.S. Navy's newest class of ships, the Littoral Combat Ship. The original contract was awarded in July 2003. 07/23/2004 On May 25, 2004, The U.S. Army Joint Munitions Command has awarded Co.'s business unit, General Dynamics Ordnance and Tactical Systems, a $6,000,000 modification to a previously awarded contract for the production of MK80 Series Bomb Bodies. The

modification brings the total value to the multiple year contract, initially awarded in Mar. 2003, to $167,300,000. The contract will be managed at Co.'s facility in Garland, TX. Completion of the deliveries for the additional quantities is expected by Oct. 2005. 07/23/2004 On May 21, 2004, General Dynamics Ordnance and Tactical Systems, a business unit of Co., announced that the U.S. Army TankAutomotive and Armaments Command at Picatinny Arsenal, N.J., has awarded a $12,400,000 modification to an existing contract for the production of 140,000 rounds of 25mm M919 Armor-Piercing, Fin Stabilized, Discarding Sabot-Tracer (APFSDS-T) ammunition. This award brings the total contract value to $156,000,000 for the M919 program. This contract will be managed out of Co.'s Marion, IL, production facility. 07/21/2004 On June 9, 2004, CAE, Inc.'s Marine Systems division was selected to provide an automated ship control system for the U.S. Navy's Littoral Combat Ship (LCS) program. The C$4,900,000 (US$3,600,000) contract was awarded by General Dynamics Advanced Information System, a business unit of Co. General Dynamics Bath Iron Works is the program's prime contractor. A contract option could bring an additional C$3,000,000 (US$2,200,000). 07/20/2004

On Jun. 2, 2004, Co.'s subsidiary, Electric Boat, was awarded a $12,800,000 contract modification by the U.S. Navy for nuclear-submarine work. Under the terms of the contract modification, Electric Boat will provide design agent, planning yard, engineering and technical support for nuclear submarines. Electric Boat will also provide planning, scheduling and technical support for submarine maintenance activities. Initially awarded March 3, the contract could be worth more than $1.1 billion over five years if all options are exercised and funded. Work performed under this modification is expected to be completed by Sept. 2006.

07/19/2004 On June 18, 2004, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded a $16,000,000 firm-fixedprice contract from the U.S. government for production of the MK47 MOD 0 Weapon System. Co. is partnered with Raytheon (Forest, Miss.) to build the Lightweight Video System (LVS) fire control, designed by General Dynamics Canada of Ottawa, Ontario. 05/19/2004 On May 18, 2004, The U.S. Army Tank-Automotive and Armaments Command has awarded General Dynamics Land Systems, a business unit of Co., a $16,500,000 modification to a previously awarded contract for systems technical support (STS) for the Abrams tank.

The contract being modified was awarded in Nov. 2001. Work under this contract will be performed at General Dynamics Land Systems' headquarters in Sterling Heights, MI, and is expected to be completed by Sept. 30, 2006. 05/17/2004 On Apr. 15, 2004, Co.'s subsidiary, General Dynamics Land SystemsCanada, was awarded a $212,000,000 contract by the Canadian Department of National Defence to provide a full range of services for the Canadian Forces Wheeled Light Armoured Vehicles. Services provided under this contract include fleet management, supply support, technical support, engineering support and project management. The initial phase of the contract will cover a period of three years with options for two follow-on years. 05/13/2004 On May 11, 2004, General Dynamics Ordnance and Tactical Systems, a business unit of Co., was awarded a cost plus fixed fee contract for the design and development of the Steering Control Section for the Cannistered Countermeasure AntiTorpedo (CCAT) by the Applied Research Laboratory (ARL) at Pennsylvania State University. The contract, including options, has a potential value of approx. $3,700,000; the period of performance including options extends through 2005. Work will be performed at Co.'s Healdsburg, CA, facility. 05/13/2004

On Apr. 20, 2004, Co.'s business unit, General Dynamics Land Systems, was awarded a $24,300,000 contract by the U.S. Army Tank-Automotive and Armaments Command for systems technical support for the Abrams tank. Work under this contract is expected to be completed by Sept. 30, 2006. 05/13/2004 On Apr. 19, 2004, Co.'s business unit, General Dynamics Advanced Information Systems, was awarded an indefinite delivery/indefinite quantity contract by the U.S. Air Force for Advanced Life Support Technologies and Research (ALSTAR). The total potential value of the contract if all options are exercised is $26,000,000. Through ALSTAR, Co. will provide research, support and evaluation of new life support technologies, spatial disorientation, warfighter fatigue, acceleration and altitude protection; and biodynamics research, modeling and simulation. 05/12/2004 On May 3, 2004, The U.S. Navy has awarded General Dynamics Electric Boat $299,000,000 for nuclearsubmarine work and materials. Electric Boat is a wholly owned subsidiary of Co. Under the terms of a $293,000,000 contract modification, Electric Boat will provide design, engineering, material and logistics support for strategic and attack submarines, and research and development for submarine research vehicles. Electric Boat will also provide planning, scheduling and technical support for submarine

maintenance activities. The contract could be worth approx. $1,100,000,000 over five years if all options are exercised and funded. Eighty-four percent of the work will be performed at Groton; 3 percent at Bangor, Wash.; 4 percent at Kings Bay, GA; 3 percent at Newport, RI; and 5 percent at Quonset Point, RI. Work performed under this contract is expected to be completed by Sept. 2008. 05/11/2004 On May 5, 2004, Robert Walmsley was elected to the Board of Directors.

05/11/2004 On May 10, 2004, General Dynamics Armament and Technical Products, a business unit of Co., received a costplus-award-fee contract with a total potential value of $94,800,000 from the U.S. Army Tank-Automotive and Armament Command for system development and demonstration of the XM307 Advanced Crew Served Weapon (ACSW) system. The award funds development work through Dec. 2007. 05/11/2004 On May 7, 2004, Co.'s business unit, General Dynamics Ordnance and Tactical Systems, announced that the Department of the Army-Field Support Command, Rock Island, IL, awarded Co. a $15,700,000 firmfixed-price contract to produce 1,468,550 rounds of 30mm

PGU-15/B Target Practice (TP) Cartridges. Work will be performed at Co.'s Marion, IL facility, and is expected to be completed by May 2005. Co. also announced that General Dynamics Advanced Information Systems, a business unit of Co., was awarded an $18,000,000 contract modification to continue its support of the U.S. Joint Forces Command's Joint Experimentation Program. Work will be performed in Suffolk, VA, and includes continued research and development, engineering, formulation and analysis of joint operational concepts. This modification extends the original contract, awarded in March 2001, until July 2004, and brings the total value to $129,000,000. This modification includes a base period valued at $12,000,000 and an option period with a value of $6,000,000. 03/30/2004 On Mar. 26, 2004, The U.S. Navy has awarded General Dynamics Electric Boat a $111 million contract modification to perform a Depot Modernization Period on the USS Springfield. 03/19/2004 On Mar. 18, 2004, Co. entered into a definitive agreement to acquire Spectrum Astro, Inc., a space systems integrator for the U.S. government. The transaction has been approved by the boards of directors of both companies and is subject to normal regulatory approval. It is expected to close within 60 days. Terms of the agreement were not disclosed. 03/19/2004

On Mar. 18, 2004, Co.'s business unit, General Dynamics Ordnance and Tactical Systems, was awarded a $103.9 million modification to a firmfixed priced contract from the U.S. Army Joint Munitions Command at Rock Island, IL for the production of MK80 Series bomb bodies. The contract, consisting of a base award and two options, has a total projected value, with all options exercised, of $240 million. 03/12/2004 On Mar. 12, 2004, General Dynamics C4 Systems, a business unit of Co., received a $6,700,000 delivery order as part of a $47,500,000 firm-fixedprice contract for baseband node (BBN) large extension node (LEN) configuration and BBN-LEN configuration spares. The contracting agency is the U.S. Army CommunicationsElectronics Command (CECOM), Fort Monmouth, NJ. 03/11/2004 On Mar. 11, 2004, Co. and Alvis PLC agreed on the terms of a recommended cash offer to be made by Morgan Stanley & Company Limited on behalf of Co. for all of Alvis' outstanding shares. The offer is valued at 309,000,000 pounds sterling based on a per-share price of 2.80 pounds, or approx. $556,000,000 at the rate of $1.80 to 1.00 pound. The proposed acquisition has been approved by the board of directors of each company; regulatory approval is required. The companies expect the transaction to be completed in the second half of 2004.

03/04/2004

On Mar. 3, 2004, The U.S. Navy has awarded General Dynamics Electric Boat a $31,600,000 contract for nuclear-submarine work. Electric Boat is a wholly owned subsidiary of Co. Under the terms of the contract, Electric Boat will provide design, engineering, material and logistics support for strategic and attack submarines, and research and development for submarine research vehicles. Electric Boat will also provide planning, scheduling and technical support for submarine maintenance activities. The contract could be worth more than $1,100,000,000 over five years if all options are exercised and funded. Under the initial award, 78% of the work will be performed at Groton; 3% at Bangor, WA; 4% at Kings Bay, GA; 7% at Newport, RI, and 8% at Quonset Point, RI. Work performed under this contract is expected to be completed by Sept. 2008. The U.S. Navy also awarded General Dynamics Electric Boat a $145,600,000 contract modification to convert the USS Florida (SSBN728) from a Trident ballistic-missile submarine to a Trident SSGN, a multimission submarine optimized for tactical strike and special-operations support. The modification also will provide $3,800,000 for planning activities required for the conversion of USS Georgia from SSBN-729 to SSGN-729. This award modifies a five-year, $443,000,000 contract announced in Sept. 2002 for design and related support work to convert the first four Trident ballisticmissile submarines to an SSGN configuration. If all options are exercised

and funded, the contract will be worth a total of $1,029,000,000. Under the terms of the modification, Electric Boat will continue the conversion of USS Florida at Norfolk Naval Shipyard in Virginia, concurrent with the ship's Engineered Refueling Overhaul. Work will be performed in Norfolk, VA(58%); Quonset Point, RI (30%); and Groton (12%). Work is expected to be completed by Sept. 2007. 03/01/2004 On Feb. 25, 2004, The U.S. Navy has awarded General Dynamics Electric Boat a $19,000,000 contract modification for work on operational and new-construction submarines. Electric Boat is a wholly owned subsidiary of Co. Under the terms of the award, Electric Boat will provide engineering support services and material to support major alterations, which will include changes to the hulls, mechanical and electrical systems, command and control systems and subsystems. The contract being modified was initially awarded in May 1999 and could be worth approx. $742,000,000 if all options are exercised and funded. The work will be performed in Groton (54%); Kings Bay, GA (19%); Bangor, WA (19%); Newport, RI (4%) and Quonset Point, RI (4%). Work performed under this modification is expected to be complete by the end of Sept. 2004. 02/19/2004

On Feb. 19, 2004, General Dynamics Ordnance and Tactical Systems, a business unit of Co., was awarded a $66,000,000 shared-source ammunition contract for the supply of 120mm M831A1 High Explosive AntiTank and M865 Kinetic Energy Tank Training Ammunition by the Department of the Army Headquarters, Joint Munitions Command at Rock Island, IL. If all options are exercised, the value of the contract could reach $218,000,000 over the four-year contract period. 02/19/2004 On Feb. 18, 2004, General Dynamics Armament and Technical Products, a business unit of Co., received an $11,800,000 firm-fixed price contract from Boeing for the production of 480gallon external auxiliary fuel tanks for the F/A-18 E/F aircraft. This

contract for 140 units extends through Feb. 2006. 02/18/2004 On Feb. 17, 2004, The U.S. Navy awarded General Dynamics Advanced Information Systems, a business unit of Co., a $6,500,000 contract modification to continue system integration and development of the Surface Electronic Warfare Improvement Program (SEWIP). Work will be performed in Fairfax, VA, and includes systems engineering, architecture design, software engineering, development, integration, and testing. The overall contract runs through Jan. 2008 and has a total value of $16,900,000, including these upgrades. 02/18/2004

On Feb. 16, 2004, General Dynamics Armament and Technical Products, a business unit of Co., received two increments totaling $7,100,000 as part of a $63,800,000 sole-source contract for the continued development of the XM307 Advanced Crew-Served Weapon (ACSW) system. This award, from the U.S. Army's Product Manager Crew-Served Weapons and TankAutomotive and Armaments Command- Armament Research, Development, and Engineering Center at Picatinny Arsenal, New Jersey, extends the scope of work through Dec. 2004 and funds the continued maturation of the weapon, additional ammunition testing, and fire control improvements under the Advanced Technology Demonstration (ATD) contract. 02/13/2004 On Feb. 12, 2004, Co.'s business unit, General Dynamics Land Systems- Australia (GDLS-A), captured two contracts worth AUD $9,200,000 (USD $7,200,000) for repair and supply support to the Australian Army. On Feb. 10, 2004, the company signed a standing offer with the Australian Army for the "provision of repair and refurbishment of Australian Light Armored Vehicles (ASLAV) and associated services." The estimated contract value is AUD $3,700,000 (USD $2,900,000). The services to be performed at the GDLS-A Pooraka, SA facility extend from June 2004 to June 2006 in conjunction with ASLAV Standardisation work contracted with General Dynamics Land Systems Canada. The work involves the provision of "repair as required," replacement of high usage parts

and vehicle repainting. Additionally, Feb. 3, 2004, GDLS-A signed a AUD $5,500,000 (USD $4,300,000) contract for the provision of 130 DIM 36PS sight heads, bodies and alignment plates. The service will establish commonality between the gunner's and commander's target acquisition and surveillance sights on ASLAV turrets. Delivery is expected to be complete by June 2004. 02/10/2004 On Feb. 6, 2004, General Dynamics Ordnance and Tactical Systems, a business unit of Co., announced that the Department of the Army Headquarters, Joint Munitions Command, Rock Island, IL, awarded the company an $11,100,000 modification to a firm-fixed-price contract to manufacture 25mm M793 TP-T (Target Practice Tracer) cartridges. This award brings the total contract value to $108,000,000 for the M793 program. Work will be performed at the company's Marion, IL, facility and is expected to be completed by Sept. 2005. 02/06/2004 On Feb. 5, 2004, John M. Keane was elected to Co.'s Board of Directors.

02/06/2004 On Feb. 4, 2004, The U.S. Army Tank-Automotive and Armaments Command last week awarded General Dynamics Land Systems, a business unit of Co., two contracts totaling $65,500,000 for Systems Technical Support (STS) for the Abrams tank program. The first

contract, worth $17,700,000, was awarded on Jan. 28, 2004. It was followed by a $47,800,000 contract on Jan. 30, 2004. Work on both contracts will be performed in Sterling Heights, MI, and is expected to be completed by Sept. 30, 2006. Co. will provide engineering support to production and fielded products. 02/05/2004 On Jan. 30, 2004, The U.S. Navy has awarded General Dynamics Electric Boat, Co.'s subsidiary, a $6,200,000 contract option to provide on-board repair parts for the Virginia-class submarine, Hawaii (SSN-776). Work will be performed at Electric Boat in Groton, Conn. (55%), and Northrop Grumman Newport News in Newport News, Va. (45%). The option was exercised under the $4,200,000,000 contract awarded to Electric Boat in Sept. 1998 for the construction of the first four Virginia-class submarines.

02/05/2004 On Feb. 3, 2004, The U.S. Navy awarded Bath Iron Works, a subsidiary of Co., a $12,600,000 costplus-award-fee contract to perform Post Shakedown Availability work for the USS CHAFEE (DDG 90). This contract contains options for additional availabilities that, if exercised, would bring the total cumulative contract value to $102,600,000. 02/03/2004 On Jan. 29, 2004, The U.S. Navy entered into an $8,400,000,000 contract with Co.'s subsidiary, Electric Boat, for the procurement of five Virginia-class attack submarines from FY04 through FY08. The contract also includes the construction of a sixth

Virginia-class submarine, which was authorized in FY03. 02/02/2004 On Jan. 28, 2004, Co.'s business unit, General Dynamics C4 Systems, has contracted with Athens, Greecebased TEOTEC S.A. to provide 650 AN/PRC-112G HOOK2? combat search and rescue (CSAR) radios to the Greek Main Armaments Directorate - General Directorate of Defence Investments for the Hellenic Air Force. The contract includes an option to purchase 300 additional radios. Co. also that General Dynamics Santa Barbara Sistemas, its business unit, signed two contracts in Dec. 2003 valued at approx. $672,000,000 (535,000,000 euros) to finance the acquisition of an updated version of the Pizarro Infantry Fighting Vehicle and to modernize 95 BMR wheeled armoured vehicles, both of which are for the Spanish Army. The Pizarro contract, valued at $640,000,000 (509,000,000 euros), includes funding for technological development of the second phase of the Pizarro program, which extends through 2012. This is the initial funding of a contract approved by the Spanish Government on Sept. 5, 2003, with an overall value of $889,000,000 (707,000,000 euros) for the development and production of 212 vehicles. Under the second contract, valued at $33,000,000 (26,000,000 euros), General Dynamics Santa Barbara Sistemas will overhaul and modernize 95 BMR wheeled armored vehicles. General Dynamics Santa Barbara Sistemas has already modernized approx. 600 BMR vehicles, used by the Spanish Army in scenarios such as Bosnia, Kosovo and Iraq.

01/30/2004 On Jan. 27, 2004, Co.'s subsidiary, National Steel and Shipbuilding Company (NASSCO), announced that the U.S. Navy has exercised options to build two additional ships under the T-AKE program, a new class of combat logistics force ships. The $578,200,000 contract brings the total number of ships awarded to NASSCO to six, and the total contract value to $1,870,000,000. The contract includes options for an additional six ships. 01/05/2004 On Dec. 23, 2003, Co.'s subsidiary, General Dynamics Advanced Information Systems, was awarded by the U.S. Navy a $36,600,000 contract to provide engineering and technical services and production in support of the multi-purpose processor program for submarines. The program is a combination of hardware and software that enables submarines to process data collected by towed and hull sonar arrays. Work under this contract will include engineering and technical services and associated materials for the design and development of upgrades, systems support and production. Work under the contract base period is expected to be completed in April 2005. Co. also announced that its subsidiary, General Dynamics Electric Boat (Electric Boat), was awarded a $21,500,000 contract modification for work on Trident ballistic-missile submarines, and a $42,000,000 contract modification for a Selected Restricted Availability (SRA) of the USS Seawolf. Under the terms of the first award, Electric Boat will provide

engineering services, material procurement and fabrication for D-5 (Trident II) strategic-weapon system modernization. The contract being modified was initially awarded in May 1999 and could be worth more than $742,000,000 if all options are exercised and funded. The work is expected to be completed by March 2004. Under the second award, Electric Boat will execute a planned SRA of the USS Seawolf in Groton. A SRA consists of repairs, alterations, maintenance and routine work onboard the submarine.

Work is expected to be completed in Sept. 2004. 12/19/2003 On Dec. 18, 2003, The U.S. Navy has awarded General Dynamics Electric Boat, Co.'s subsidiary, a $222,000,000 contract modification to convert the USS Ohio (SSBN-726) from a Trident ballistic-missile submarine to a Trident SSGN. This award modifies a five-year, $443,000,000 contract announced in Sept. 2002 for design and related support work to convert the first four Trident ballistic-missile submarines to an SSGN configuration. If all options are exercised and funded, the contract will be worth a total of $833,000,000. Under the terms of the modification, Electric Boat will continue the conversion of USS Ohio (SSBN-726) at Puget Sound Naval Shipyard in Washington, concurrent with the ship's Engineered Refueling Overhaul. Additionally, the

modification provides for conversion installation planning and long-lead material for the future conversions of the USS Michigan (SSBN-727) at Puget Sound and USS Georgia (SSBN-729) at Norfolk Naval Shipyard in Virginia. This work includes planning and coordinating the conversion activities, developing and managing conversion work packages, and providing material control for items stored at the shipyard. Work is expected to be completed by Sept. 2007.

12/15/2003 On Dec. 15, 2003, General Dynamics Land Systems (General Dynamics), a wholly owned subsidiary of Co., was awarded a $2,000,000,000 contract by The Boeing Company (Boeing) for engineering development and demonstration of a family of manned ground vehicles for the U.S. Army's Future Combat Systems (FCS) program. Under this contract General Dynamics is leading the Manned Ground Vehicle common design team through engineering development, testing and demonstration of prototypes. General Dynamics is also responsible for the development and integration of the Mounted Combat System, Command and Control Vehicle, and Reconnaissance and Surveillance Vehicle through 2009. 12/15/2003 On Dec. 12, 2003, The Department of the Army Headquarters, Field Support Command, Rock Island, Ill. awarded a $9,600,000 contract to General Dynamics Ordnance and Tactical Systems, a business unit of Co., for the production of 20mm PGU27A/B Target

Practice (TP) Cartridges. Work will be performed at the company's Marion, IL, facility and is expected to be completed by Apr. 2005. Co. also announced that the The U.S. Navy awarded General Dynamics Electric Boat, Co.'s subsidiary, a $30,000,000 contract modification for planning activities and manufacturing longlead-time materials required for the conversion of Trident SSBN submarines to Trident SSGNs, multimission submarines optimized for tactical strike and special-operations support. This award modifies a five-year, $443,000,000 contract announced in Sept. 2002 for design and related support work to convert the first four Trident ballistic-missile submarines to an SSGN configuration. If all options are exercised and funded, the contract will be worth a total of $654,000,000. Under the terms of the modification, Electric Boat will continue to facilitate the conversion of USS Florida (SSBN728) at Norfolk Naval Shipyard in Virginia. Work will be performed in Groton (21%), Norfolk (19%) and Quonset Point, R.I. (60%), and is expected to be completed by Mar. 2005. 12/11/2003 On Dec. 11, 2003, The U.S. Army Tank-Automotive and Armaments Command awarded General Dynamics Land Systems, a business unit of Co., an $8,400,000 long-lead material contract to begin work on increment nine of an Egyptian coproduction program. This

increment calls for 125 M1A1 Abrams tanks, and will increase the number of Egyptian co-production built M1A1 Abrams tanks to 880 since the program began in 1992. The contract is estimated to be valued at $277,000,000 when fully exercised. Deliveries begin in Feb. 2005 and continue through June 2008. 12/09/2003 On Dec. 9, 2003, Co.'s subsidiary, General Dynamics Robotic Systems, and Science Applications International Corporation (SAIC) signed a $185,000,000 contract for development of the Autonomous Navigation System (ANS) for ground vehicles as part of the U.S. Army's Future Combat Systems (FCS) program. Under the FCS ANS program, General Dynamics Robotic Systems will be responsible for the design, development, manufacture, integration, and testing of a system that is capable of autonomously controlling any of several vehicles designated by the Army, including the Multifunctional Utility Logistics Equipment platform, the Armed Reconnaissance Vehicle, and Manned Ground Vehicles. The period of performance for the ANS program is through Sept. 2009. 12/08/2003 On Dec. 5, 2003, The Australian Department of Defence awarded General Dynamics Land SystemsCanada, Co.'s business unit, a US$9,800,000 modification to a previously awarded contract to upgrade its existing fleet of 113 Australian Light Armoured Vehicles.

The current contract, which was signed through the Canadian Commercial Corporation, a Crown Agency of the Canadian Government, in August 2000, is now valued at US$284,000,000. 12/04/2003 On Dec. 3, 2003, Lester L. Lyles was elected to the Board of Directors. Bryan T. Moss was named Executive Vice President of Co. and Group Executive of its Aerospace business group. 12/04/2003 On Dec. 4, 2003, Alliant Techsystems, Inc. received a $32,900,000 contract from General Dynamics Armament and Technical Products, a business unit of Co., to produce MK 90 propellant grain used in the Advanced Precision Kill Weapon System (APKWS). Production will take place at the Radford Army Ammunition Plant (RAAP) in Radford, VA. 12/03/2003 On Dec. 1, 2003, Co.'s subsidiary, Bath Iron Works, was awarded by the U.S. Navy a $76,000,000 modification to a previously awarded contract for Lead Yard Services associated with the DDG 51-Class AEGIS Destroyer Program. The award is for the first option year of a two-year engineering services contract initially awarded in Nov. 2002. In a separate agreement, Co.'s subsidary, General Dynamics Electric Boat (Electric Boat), was awarded a $10,400,000 contract modification by the U.S. Navy for

nuclear-submarine work. Under the terms of the award, Electric Boat will provide design, engineering, material and logistics support for the Trident program, the two operational Seawolfclass submarines, NR-1, and efforts supporting Los Angeles-class ships. Electric Boat will also provide planning, scheduling and technical support for submarine maintenance activities. Work performed under the modification is expected to be completed by March 2004.

12/03/2003 On Nov. 14, 2003, Co.'s business unit, General Dynamics Advanced Information Systems, was awarded by the U.S. Navy an $11,000,000 modification to a previously awarded contract to provide for the continued development of the Common Network Interface. The Common Network Interface is a software package intended as an upgrade to combat systems aboard several classes of Navy combatant ships. The interface receives inputs from sensors and data links, resolves dual tracks and other inconsistencies, and then outputs the results to display devices and other command and control systems, presenting the decision maker with a clearer picture of the battlespace than might otherwise be available. Work under this contract will include systems engineering, architecture design, software engineering, prototype development, integration, development and testing. Work under this modification is expected to be completed in Sept. 2004. 12/03/2003

On Nov. 18, 2003, Co.'s subsidiary, General Dynamics Land Systems Canadian Corp., awarded a $2,300,000 contract to MECAR S.A. The contract calls for the qualification of a MECAR designed electric ignition system for the 120mm Armored Mortar System (AMS). This contract will also cover the qualification of the associated electrically initiated ammunition. 12/01/2003 On Nov. 25, 2003, Co.'s business unit, General Dynamics Advanced Information Systems, was awarded a $34,700,000 modification to a previously awarded contract for the continued development of the submarine Tactical Control System from the U.S. Navy. Work under this modification will included systems engineering, architecture design, software engineering, prototype development, integration, development and testing. Work will be performed in Fairfax, VA., and is expected to be completed by Dec. 2004. Including this modification, the cumulative value of the contract is $44,000,000. 12/01/2003 On Nov. 21, 2003, The U.S. Navy has awarded General Dynamics Electric Boat a Multi-Award Contract (MAC) to perform future submarinemaintenance work. Electric Boat is a wholly owned subsidiary of Co. The contract runs from FY04 to FY08 and applies to future submarine availabilities, including Docking Selected Restricted Availabilities, Interim Dry Dockings, and Depot Maintenance Periods. There is not a specific monetary value assigned to the contract, or a specific level of maintenance work.

11/18/2003 On Nov. 11, 2003, Co.'s Advanced Information Systems unit was awarded by the U.S. Navy a $6,900,000 contract to provide attack weapon control system trainers in fiscal year 2004. Work is expected to be completed by May 2005. Under this contract, Co. will produce, deliver and install the attack weapon control system at the Trident Training Facilities at Kings Bay, Georgia, and Bangor, Washington. The systems will be used to train the SSGN crews prior to initial deployment and to provide replacement training throughout the deployment of the SSGN platform. 11/18/2003 On Nov. 4, 2003, General Dynamics Advanced Information Systems, a business unit of Co., received a fiveyear indefinite-delivery, indefinitequantity contract with a total potential value of $19,700,000 to provide management and technical support services to the U.S. Joint Forces Command (USJFCOM) for advanced concepts technology demonstrations (ACTDs). The contract consists of a one-year base period and four oneyear option periods. The base period ceiling of the contract is valued at $3,600,000. Co. will perform work under this contract at locations in Norfolk and Suffolk, VA. Fleet and Industrial Supply Center Norfolk, Philadelphia Detachment, PA, is the contracting activity. 10/27/2003

On Oct. 27, 2003, The U.S. Navy awarded General Dynamics Electric Boat, Co.'s subsidiary, a $6,600,000 contract modification to continue operating the Shippingport drydock (ARDM-4) at the naval submarine base. The award modifies a five-year contract announced in July 2002, which has a total potential value of $34,600,000 if all options are exercised. Under the contract, Electric Boat manages, operates and maintains the Shippingport drydock, which is used to lift submarines out of the water for repairs. 10/24/2003 On Oct. 24, 2003, General Dynamics Armament and Technical Products, a business unit of Co., received a $49,000,000 contract from the Boeing Company, to produce the Trainable Gun Mount System (TGMS) for the AC-130U Force Structure Enhancement Program. The contract extends through 2005. Co. will manufacture trainable gun mount systems for the conversion of four C130H2 aircraft into AC-130U gunships. The U. S. Navy awarded General Dynamics Advanced Information Systems, a business unit of Co., a $100,098,000 modification under a previously awarded cost-plusincentive-fee contract to provide for the fiscal year 2004 TRIDENT II fire control omnibus contract. Work will be performed in Pittsfield, MA, and is expected to be completed by Dec. 2006. This contract includes fire control production, operational support, field engineering services, repair and return effort and SSGN guided missile submarine attack weapons control systems development and production.

10/23/2003 On Oct. 23, 2003, Co.'s subsidiary, Electric Boat, received a $23,000,000 contract modification to provide design assistance in the development and production of the Astute-class nuclear attack submarine for the Royal Navy. The award modifies a contract initially announced in Mar. 2003 and brings the total value of the work to $52,700,000. Under the contract, Electric Boat will provide the resources required to complete timely, high-quality drawing outputs to support the production program of the Astute-class submarines. 10/23/2003 On Oct. 22, 2003, The U.S. Navy has awarded a $5,000,000 modification to a previously awarded contract under which Electric Boat will manage and support nuclear-maintenance work for submarines homeported at Submarine Base New London, Conn. Electric Boat is a wholly owned subsidiary of Co. The award modifies a five-year, $89,300,000 contract initially awarded in March 2001. Under the terms of the contract modification, Electric Boat will continue to operate the Nuclear Regional Maintenance Department (NRMD) at the submarine base. Co. will provide project management, planning, training and radiologicalcontrol services to support maintenance, modernization and repairs in support of operational submarines. If all options are exercised, Electric Boat would operate the NRMD through September 2005. 10/21/2003

On Oct. 20, 2003, Co.'s business unit, General Dynamics Network Systems, was awarded a contract to provide geographic information services in support of the operations of the U.S. Forestry Service's 18 national forests in California (Region 5) and its Remote Sensing Laboratory. Under this 10-year, multiple-award, indefinite quantity contract, Co. will provide professional services that include vegetation mapping, inventory, monitoring and reporting on the forests within the region; geographic information systems (GIS) support to land and resource management planning and assessments within an ecosystem framework; vegetation stand exams and Global Positioning System (GPS) technical support; and GIS and Satellite Imagery Library Cooperative work with other Forest Service regions, staffs and forests and with its State and Federal partners. The contract has a maximum potential value of $20,000,000. This contract was awarded in the name of Veridian IT Services, Inc. 10/20/2003 On Oct. 20, 2003, Hans Michael Malzacher was elected Vice President. 10/10/2003 On Oct. 10, 2003, Gerard J. DeMuro was named Executive Vice President of Information Systems and Technology, succeeding Kenneth C. Dahlberg who resigned.

10/09/2003

On Oct. 9, 2003, Air Methods Corp.'s Products Division received a $994,000 follow-on production contract to provide 21 Patient Litter Systems and spare parts support to Co.'s Land Systems for its "Stryker" medical evacuation vehicle.

10/07/2003 On Oct. 2, 2003, Three units of Co., General Dynamics Ordnance and Tactical Systems, General Dynamics Land Systems, and General Dynamics Armament and Technical Products, have been awarded contracts by the U.S. Army. The total value of the contracts is approx. $20,000,000. General Dynamics Ordnance and Tactical Systems, St. Petersburg, FL, on Sept. 26 was awarded an $8,600,000 contract to provide load services for 155mm M231 and M232 modular artillery charge system propelling charges. Work will be performed in Woodberry, AR, and is expected to be completed by Sept. 24, 2004. The U.S. Army TankAutomotive and Armaments Command, Picatinny Arsenal, AL, awarded the contract. General Dynamics Land Systems' operation in Shelby Township, MI, on Sept. 26 was awarded a $5,800,000 modification to a previously awarded contract for a European Distribution Center and forward repair area. Work will be performed in Germany (64%), Iraq (31%), and Kuwait (5%), and is expected to be completed by Oct. 15, 2004. The

U.S. Army Tank-Automotive and Armaments Command, Warren, MI, awarded the contract. Finally, General Dynamics Armament & Technical Products, Burlington, VT, on Sept. 29 was awarded a delivery order valued at $6,000,000 for 34 GAU-19 Gatling guns, one AC-47 system, and various spare parts. Work will be performed in Saco, ME, and is expected to be completed by July 31, 2005. The U.S. Army Tank-Automotive and Armaments Command, Rock Island, IL, awarded the contract. 10/06/2003 On Oct. 3, 2003, Raytheon Company's team, which includes Lockheed Martin, BAE SYSTEMS and Co., has been selected for and awarded a $157,000,000 U.S. Air Force contract to upgrade an intelligence system called the Distributed Common Ground System (DCGS), known as DCGS 10.2 Multi-INT upgrade. The contract, valued at $360,000,000 over the life of the program, consists of a 1.5 year base period with options for 29 Air Force and 39 Navy systems. Additional systems can be purchased by all military services. The work will be performed at various customer sites. The contracting agency is the U.S. Air Force's Electronic Systems Center, Hanscom AFB, Mass. 10/02/2003 On Oct. 2, 2003, Co. acquired Steyr Daimler Puch Spezialfahrzeug Aktiengesellschaft & Company KG and its parent company, SSF-Holding GmbH. 10/02/2003

On Oct. 1, 2003, The U.S. Navy awarded Co.'s subsidiary, Bath Iron Works, a $40,000,000 modification to a previously awarded contract for DDG 51 and FFG 7 Class planning yard services. Bath Iron Works will provide engineering and design services and logistics support for maintenance, modernization and repair of DDG 51 and FFG 7 Class ships. Work will be performed in Bath, ME, and is expected to be completed by Sept. 2004. 09/26/2003 On Sept. 26, 2003, Co.'s Electric Boat was awarded a $10,000,000 modificaton contract from the US Navy to continue planning and material procurement in support of the USS Springfield depot modernization period. The total contract have a value of $26,300,000. 09/24/2003 On Sept. 8, 2003, Co.'s subsidiary, GulfStream Aerospace (GulfStream), selected LMI Aerospace, Inc. (LMI) to provide kitted skins including bonded leading edges, for a five-year project. The estimated annual value of these contracts based on current

production rates for the large-cabin, ultra-range G500 and the large-cabin, ultra-long-range G550 is $7,000,000 dollars, approx. $3,500,000 of which is from existing contracts. LMI has agreed to begin warehousing and preparing kitted product for delivery this month from a facility near Gulfstream's Savannah, Georgia, facility. In Nov., LMI plans to make deliveries to Gulfstream's production floor on a just in time basis.

09/23/2003 On Sept. 23, 2003, Co.'s General Dynamics Armament and Technical Products unit was awarded a $23,500,000 contract from the US Army's TACOM/ARDEC Picatinny Arsenal for the production of 80 enhanced-capability reactive armor vehicle sets for the Bradley Fighting Vehicles. Work will be completed by Jan. 2005. 09/23/2003 On Sept. 22, 2003, The U.S. Navy awarded Co.'s subsidiary, General Dynamics Electric Boat, a $43,500,000 contract modification for research and development work on the Virginia-class submarine program. This award modifies a fiveyear, $78,000,000 contract announced in Sept. 2000 that will be worth $480,000,000 if all options are exercised and funded. Under the terms of this modification, Electric Boat will perform development studies for Virginiaclass design improvements, and will continue to evaluate new technologies for insertion into succeeding Virginiaclass submarines. Work is expected to completed by Sept. 2004.

09/17/2003 On Sept. 16, 2003, The U.S. Navy awarded Co.'s subsidiary, Electric Boat, a $34,000,000 contract modification to plan and facilitate the conversion of Trident SSBN submarines to Trident SSGNs, multimission submarines optimized for covert strike and

special-operations support. This award modifies a five-year, $443,000,000 contract announced in Sept. 2002 for design and related support work to convert the first four Ohio-class ballistic-missile submarines to an SSGN configuration. If all options are exercised and funded, the contract will be worth a total of $654,000,000. Under the terms of the contract modification, Electric Boat will establish onsite teams to facilitate the conversion of USS Ohio and USS Florida. Completion of this aspect of the conversion work is expected by April 2004. 09/10/2003 On Sept. 10, 2003, Co. acquired Digital System Resources, Inc. Terms were not disclosed. 09/09/2003 On Sept. 9, 2003, Co.'s subsidiary, Electric Boat, was awarded a $39,500,000 contract modification for submarine research and development by the U.S. Navy. The award modifies a contract originally announced in March 2000 which, if all options are exercised and funded, has a total potential value of $138,000,000 over six years. Under the terms of the modification, Electric Boat will perform the research and development work on Seawolf- and Virginia-class submarines. The work is scheduled to be completed in Sept. 2005. 09/04/2003 On Sept. 4, 2003, Co. acquired Datron, Inc.'s Intercontinental Manufacturing Company. Terms of the agreement were not disclosed. 09/02/2003

On Sept. 2, 2003, Co.'s subsidiary, General Dynamics Advanced Information Systems, was awarded a contract to provide professional, engineering and other information warfare services in support of the operations, acquisition and testing activities of the Air Force Information Warfare Center. The indefinite delivery, indefinite quantity contract is worth up to $252,000,000 over five years. 08/22/2003 On Aug. 14, 2003, Co.'s subsidiary, General Dynamics Electric Boat, was awarded an $8,700,000,000 blockbuy contract from the U.S. Navy for the construction of six Virginia-class submarines. The lead ship will be delivered to the Navy in 2004. The contract could transition to a multiyear agreement for seven ships from Fiscal Year (FY) 2004 through FY 2008--including two submarines in FY 2008--contingent upon congressional approval of the multiyear approach. The FY 2003 submarine would not be included in the multiyear contract. Altogether, up to eight submarines could be procured from FY 2003 through FY 2008. 08/14/2003 AUTHORIZED -- $400,000,000. OUTSTANDING -- Aug. 11, 2003, $400,000,000. DATED -- Aug. 11, 2003. DUE -- Aug. 15, 2015. INTEREST -- F&A 15 to holders of record on F&A 1 at 5.375% per annum accruing from Aug. 14, 2003. TRUSTEE -- Bank of New York DENOMINATION -- Fully registered, $1,000 and integral multiples thereof. CALLABLE -- As a whole or in part at any time at the option of Co., upon at least 30 but not more than 60 days notice, at the greater of (i) 100% or (ii) the sum of the

present values of the remaining scheduled payments of principal and interest discounted to the date of redemption on a semi annual basis at the treasury rate plus 30 basis points, plus in each case accrued interest to the date of redemption. SINKING FUND -- None. SECURITY -Unsecured. Rank equally with all other senior unsecured indebtedness of Co. GUARANTEE -- Fully and unconditionally guaranteed by certain company subsidiaries INDENTURE MODIFICATION -Indenture may be modified, except as provided, with the consent of a majority of notes outstg. RIGHTS ON DEFAULT -- Trustee or 25% of notes outstg may declare principal due and payable (30 days grace for the payment of interest) PURPOSE -- Proceeds will be used to repay a portion of the 08/14/2003 AUTHORIZED -- $700,000,000. OUTSTANDING -- Aug. 11, 2003, $700,000,000. DATED -- Aug. 11, 2003. DUE -- Aug. 15, 2010. INTEREST -- F&A 15 to holders of record on F&A 1 at 4.5% per annum accruing from Aug. 14, 2003. TRUSTEE -- Bank of New York DENOMINATION -- Fully registered, $1,000 and integral multiples thereof. CALLABLE -- As a whole or in part at any time at the option of Co., upon at least 30 but not more than 60 days notice, at the greater of (i) 100% or (ii) the sum of the present

values of the remaining scheduled payments of principal and interest discounted to the date of redemption on a semi annual basis at the treasury rate plus 25 basis points, plus in each case accrued interest to the date of redemption. SINKING FUND -None. SECURITY -- Unsecured. Rank equally with all other senior unsecured indebtedness of Co. GUARANTEE -- Fully and unconditionally guaranteed by certain company subsidiaries INDENTURE MODIFICATION -- Indenture may be modified, except as provided, with the consent of a majority of notes outstg. RIGHTS ON DEFAULT -- Trustee or 25% of notes outstg may declare principal due and payable (30 days grace for the payment of interest) 08/11/2003 On Aug. 11, 2003, Co. acquired Veridian Corp. 08/08/2003 On Aug. 7, 2003, Co.'s subsidiary, National Steel and Shipbuilding Company, received a contract from the U.S. Navy for the continuous maintenance, repair, and alterations of the five FFG-7 Oliver Hazard Perry class frigates homported in San Diego. The contract, including the initial year and four one-year options, has an approx. value of $30,000,000. If all the options are exercised, 11 ship maintenance availabilities including four drydockings will be performed over the next five years. 07/30/2003

On July 30, 2003, Co. entered into a definitive agreement to acquire Digital System Resources, Inc. The agreement has been approved by the boards of directors of both companies. The proposed transaction is subject to normal regulatory approvals and is expected to close within 60 days; terms were not disclosed. 07/29/2003 On July 29, 2003, Co. announced that its planned acquisition of Veridian Corporation has cleared the mandatory waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Since there was no objection from the Department of Defense or the Federal Trade Commission, Co., and Veridian are free to close the transaction, following an affirmation vote by Veridian shareholders; that vote is scheduled for Aug. 7, 2003. Under the terms of the agreement, Co. will pay $35 in cash for each outstanding Veridian share. With the assumption of Veridian's $270,000,000 of debt, the cost of the transaction would be approx. $1,500,000,000. 07/25/2003 On July 25, 2003, Co. and Datron, Inc. entered into a definitive agreement for Co. to acquire Datron's Intercontinental Manufacturing Company (IMCO). Terms of the agreement were not disclosed. The proposed transaction has been approved by the boards of directors of both companies and is subject to normal regulatory approval; it is expected to close within 60 days. IMCO will become part of Co.'s Ordnance and Tactical Systems. 07/14/2003

On July 11, 2003, Co.'s Electric Boat was awarded a $7,000,000 contract from the U.S. Navy to begin advanced planning for maintenance, repair and alterations on the USS Augusta. Total value of the work will be $34,000,000 from Nov. 4, 2003 to Mar. 19, 2004. 07/09/2003 On June 27, 2003, The Danish Army Material Command awarded Co.'s MOWAG AG a $30,000,000 contract for 22 Piranha IIIC eight-wheeled armored vehicles. MOWAG AG is a wholly-owned subsidiary of Co.

06/27/2003 On June 26, 2003, Co.'s subsidiary, General Dynamics United Kingdom Ltd., was awarded a contract worth more than #25,000,000 (approximately US$42,000,000) from the UK Ministry of Defence for the provision of ground-to-air data connectivity with the British Army Apache WAH Mk 1 Helicopters. 06/23/2003 On June 20, 2003, Co.'s Electric Boat received $10,000,000 contract modification from the US Navy to manage and support nuclearmaintenance work for submarines homeported at Submarine Base New London, Conn.

06/20/2003 On June 19, 2003, Co.'s Ordnance and Tactical Systems unit was awarded a contract valued at $4,800,000 for design and development of the BLU-113 warhead system by the US Air Force Armanment Center. The contract includes production options which, if

awarded, have an additional value of approximately $24,000,000. The period of performance with all options exercised is through June 2008.

06/20/2003 On June 20, 2003, General Dynamics Armament and Technical Products, a business unit of Co., received an $18,400,000 order from the U.S. Army Joint Munitions Command, Rock Island, Illinois, for the production of Hydra-70 2.75- inch (70mm) rockets and warheads for the U.S. Army and AirForce. This order extends deliveries through Dec. 2004 on a contract awarded to Co. in 1999. Total contract value to date is $731,900,000. 06/13/2003 On June 12, 2003, Co.'s Network Systems has been awarded a fouryear basic contract with two threeyear incentive options and a potential value of $1,950,000,000 to support and maintain critical intelligence and command and control systems and networks for U.S. defense and intelligence operations worldwide. The contract was competitively awarded by the U.S. Air Force Warner Robins Air Logistics Center, under charter of the Defense Intelligence Agency. Through this indefinite delivery/indefinite quantity contract, called the Intelligence Information, Command and Control Equipment and Enhancements (ICE2) program, Co. will provide computer repair, network management and administration, logistics support, video system support, software configuration and remote diagnostics services at customer sites worldwide.

06/12/2003 On June 10, 2003, Co.'s C4 Systems awarded Dot Hill a contract to supply ruggedized storage hardware to fulfill the US Army Common Hardware/Software III.

06/12/2003 On June 11, 2003, Co. awarded a $7.3 million contract to Harris Corp. for vehicle installation kits for use with the Harris FALCON? II digital radio systems currently being used for the UK Bowman Program.

06/10/2003 On June 9, 2003, Co.'s Electric Boat subsidiary was awarded a $5,900,000 contract option by the US Navy for advance procurement of onboard repair for the first four submarines in the Virginia Class. 06/10/2003 On June 9, 2003, Co. entered into a definitive agreement to acquire Veridian Corp. for $35 in cash per outstanding common share. With the assumption of debt of $270,000,000, the cost of the transaction is apporximately $1,500,000,000. The transaction has been approved by the boards of directors of both companies. Suject to an affirmative vote by Veridian Corp.'s shareholders and normal regulatory approvals, the transaction is expected to close by the end of the third quarter of 2003. 06/05/2003

On June 3, 2003, General Dynamics C4 Systems, a business unit in the General Dynamics Information Systems and Technology group, has been awarded the U.S. Army's Common Hardware/Software III (CHS-3) contract to provide commercial and rugged computers, network hardware equipment, power subsystems, peripheral devices and commercial software to U.S. Department of Defense customers worldwide. The indefinite delivery/indefinite quantity (ID/IQ) contract has a potential value of $2,000,000,000 over its 10-year life. Also, General Dynamics Network Systems has been awarded a contract valued at $30,000,000 over the next six years to provide information technology support and related services to the Joint InterAgency Task Force South (JIATF South). The contract has a total potential value of up to $98,000,000, if all options are exercised. General Dynamics Network Systems is a business unit in the General Dynamics Information Systems and Technology group. This competitive contract was awarded by the National Institutes of Health. 06/03/2003 On May 16, 2003, Co.'s General Dynamics Armament and Technical Products unit received the first $13,900,000 increment of a new multi-year contract from the Boeing Company for the production of ship sets and composite structures and radomes for the C-17 Globemaster III transport aircraft. The contract extends through 2007 and has a potential valued of more than $57,000,000. 05/30/2003

On May 14, 2003, Co.'s business unit, General Dynamics Armament and Technical Products, received a $24,200,000 add-on contract from Sikorsky Aircraft Corp. This contract award extends the development work through 2008, bringing the contract value since 2000 to $52,200,000. 05/29/2003 On May 20, 2003, General Dynamics Armament and Technical Products, a business unit of Co., has received a $10,200,000 contract option from the Naval Air Systems Command, Patuxent River, Md., for an additional production run of 45 F/A-18 E/F 20mm M61A2 gun systems. This option is part of a multi-year contract received in September 2001. The current award increases the contract total to $29,500,000 for 132 units and extends deliveries through March 2005. 05/29/2003 On May 27, 2003, Co.'s Electric Boat subsidiary was awarded a $24,000,000 contract modification from the US Navy to procure and manufacture long-lead time material for the Trident SSGN. The award modifies a five-year, $436,000,000 contract, awarded in Sept. 2002, for the detailed design and related suport work to convert the first four Ohio-class ballisticmissile submarines to an SSGN configuration. If all options are exercised and funed, the contract will be worth $596,000,000. 05/29/2003

On May 21, 2003, Co.'s business unit, General Dynamics Ordnance and Tactical Systems, announced that the Department of the ArmyHeadquarters, Joint Munitions Command, Rock Island, IL, has modified an existing ammunition contract to add the production of 980,064 rounds of 20mm PGU-28A/B SAPGEI tactical cartridges and 20mm PGU-30A/B target-practice cartridges, in bulk- pack and linked configurations. The contract modifications are valued at $24,000,000, bringing the total value of the contract being modified to $35,000,000 and approx. 1,300,000 rounds delivered since it was awarded in Dec. 2001. 05/15/2003 AUTHORIZED -- $1,000,000,000. OUTSTANDING -- May 12, 2003, $1,000,000,000. DATED -- May 12, 2003. DUE -- May 15, 2013. INTEREST -- M&N 15 to holders of record on M&N 1 at 4.25% per annum accruing from May 15, 2003. TRUSTEE -- Bank of New York. DENOMINATION -Fully registered, $1,000 and integral multiples thereof. CALLABLE -As a whole or in part at any time at the option of Co., upon at least 30 but not more than 60 days notice, at the greater of (i) 100% or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption on a semi annual basis at the treasury rate plus 25 basis points, plus in each case accrued interest to the date of redemption.

SINKING FUND -- None. SECURITY -- Unsecured. Rank equally with all other senior unsecured indebtedness of Co. INDENTURE MODIFICATION -Indenture may be modified, except as provided, with the consent of a majority of notes outstg. RIGHTS ON DEFAULT -- Trustee or 25% of notes outstg may declare principal due and payable (30 days grace for the payment of interest). PURPOSE -- Proceeds will be used to repay borrowings under commercial paper programs and for general corporate purposes. OFFERED -($1,000,000,000) at 99.847 plus accrued interest (proceeds to Co. 99.397) on May 12, 2003 thru Bear, Stearns & Co. Inc.; Banc of America Securities LLC; Banc One Capital Markets, Inc.; Deutsche Bank Securities; Merrill Lynch & Co.; Wachovia Securities; BNY Capital Markets, Inc.; Fleet Securities, Inc.; and M.R. Beal & Company. 05/15/2003 AUTHORIZED -- $500,000,000. OUTSTANDING -- May 12, 2003, $500,000,000. DATED -- May 12, 2003. DUE -- May 15, 2008. INTEREST -- M&N 15 to holders of record on M&N 1 at 3% per annum accruing from May 15, 2003. TRUSTEE -- Bank of New York. DENOMINATION -- Fully registered, $1,000 and integral multiples thereof. CALLABLE -- As a whole or in part at any time at the option of Co., upon at least 30 but not more than 60 days notice, at the greater of (i) 100% or (ii) the sum of the present

values of the remaining scheduled payments of principal and interest discounted to the date of redemption on a semi annual basis at the treasury rate plus 20 basis points, plus in each case accrued interest to the date of redemption. SINKING FUND -None. SECURITY -- Unsecured. Rank equally with all other senior unsecured indebtedness of Co. INDENTURE MODIFICATION -Indenture may be modified, except as provided, with the consent of a majority of notes outstg. RIGHTS ON DEFAULT -- Trustee or 25% of notes outstg may declare principal due and payable (30 days grace for the payment of interest). PURPOSE -- Proceeds will be used to repay borrowings under commercial paper programs and for general corporate purposes. OFFERED -($500,000,000) at 99.673 plus accrued interest (proceeds to Co. 99.323) on May 12, 2003 thru Bear, Stearns & Co. Inc.; Banc of America Securities LLC; Banc One Capital Markets, Inc.; Deutsche Bank Securities; Merrill Lynch & Co.; Wachovia Securities; BNY Capital Markets, Inc.; Fleet Securities, Inc.; and M.R. Beal & Company. 05/15/2003 AUTHORIZED -- $500,000,000. OUTSTANDING -- May 12, 2003, $500,000,000. DATED -- May 12, 2003. DUE -- May 15, 2006. INTEREST -- M&N 15 to holders of record on M&N 1 at 2.125% per annum accruing from May 15, 2003. TRUSTEE -- Bank of New York.

DENOMINATION -- Fully registered, $1,000 and integral multiples thereof. CALLABLE -- As a whole or in part at any time at the option of Co., upon at least 30 but not more than 60 days notice, at the greater of (i) 100% or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption on a semi annual basis at the treasury rate plus 15 basis points, plus in each case accrued interest to the date of redemption. SINKING FUND -None. SECURITY -- Unsecured. Rank equally with all other senior unsecured indebtedness of Co. INDENTURE MODIFICATION -Indenture may be modified, except as provided, with the consent of a majority of notes outstg. RIGHTS ON DEFAULT -- Trustee or 25% of notes outstg may declare principal due and payable (30 days grace for the payment of interest). PURPOSE - Proceeds will be used to repay borrowings under commercial paper programs and for general corporate purposes. OFFERED -($500,000,000) at 99.867 plus accrued interest (proceeds to Co. 99.617) on May 12, 2003 thru Bear, Stearns & Co. Inc.; Banc of America Securities LLC; Banc One Capital Markets, Inc.; Deutsche Bank Securities; Merrill Lynch & Co.; Wachovia Securities; BNY Capital Markets, Inc.; Fleet Securities, Inc.; and M.R. Beal & Company. 05/14/2003

On May 13, 2003, Co. awarded 4 contract for Computer Sciences Corp. to provide information technology to General Dynamics Advance Information Systems, General Dymanics Armament and Technical Products unit and General Dynamics Decision Systems. The estimated value fo the agreements is $137,000,000. 05/09/2003 On May 7, 2003, William P. Fricks and Jay L. Johnson were elected to the Board of Directors. Co. also announced the retirement of Carlisle A.H. Trost and James R. Mellor from the board. In addition, John F. "Dugan" Shipway was elected Vice President of Co. 04/30/2003 On Apr. 28, 2003, General Dynamics Armament and Technical Products, a business unit of Co., has received a $9,500,000 contract option from the Naval Sea Systems Command, Washington, D.C., for the production of an additional two ship sets of Aegis gun and guided-missile directors and controllers. The contract being modified was originally awarded in Feb. 2001; this option brings the cumulative contract value to date to $43,300,000 and extends deliveries through 2005. 04/30/2003 On Apr. 25, 2003, The U.S. Army's TACOM-ARDEC Picatinny Center for Contracting and Commerce, on behalf of the U.S. Army's Office of the program Manager for Close Combat Systems (OPM/CSCS) at Picatinny Arsenal, has awarded General Dynamics Advanced

Information System, a business unit in the General Dynamics Information System and Technology group, a $31,500,000 contract for the Increment I Technology Development phase of the Intelligent Munitions System (IMS) program, formerly know as Raptor.

04/24/2003 On Apr. 24, 2003, Co.'s General Dynamics Network Systems was awarded a $10,000,000 contract for the base communications operations and maintenance at the Naval Air Systems Command Weapons Division in China Lake, CA. The multiyear contract is valued at $4,000,000 for the first two years and provides for three, one-year options at $2,000,000 per year. 04/23/2003 On Apr. 23, 2003, Co.'s Information Systems and Technology group's business unit, General Dynamics C4 Systems, received two contract modifications totaling $39,100,000 to its multiyear Common Hardware/Software II (CHS-2) contract for equipment, software, and services for the Project Manager Army Tactical Operations Centers/Air and Missile Defense Command and Control Systems. The U.S. Army Communications Electronics Command is the contracting authority. These contract modifications raise the cumulative value of 2003 orders to $70,000,000. The total value of the contract since being awarded in 1995 now stands at $867,000,000. 04/19/2003

On Apr. 17, 2003, Epic Data Interantional, Inc. (Epic) announced that General Dynamics Electric Boat, a subsidiary of Co. has selected Epic to upgrade and extend the data collection system at its facilities in Groton, Connecticut and Quonset Point, Rhode Island. The value of the contract is approx. CDN$3,000,000. 04/15/2003 On Apr. 15, 2003, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $7.1 million contract for planning in support of the USS Seawolf selected restricted availability. General Dynamics Electric Boat was also awarded a $15.4 million contract modification for nuclear-submarine work from the U.S. Navy. 04/10/2003 On Mar. 19, 2003, Co.'s subsidiary, General Dynamics Electric Boat, was awarded a $17.2 million contract modification by the U.S. Navy for research and development work on Seawolf-class submarines. The award modifies a $30.6 million contract initially awarded in Mar. 2000. If all options are exercised and funded, the fiveyear contract will be worth $138 million. 04/09/2003 On Apr. 9, 2003, Co.'s business unit, General Dynamics Land Systems, was awarded a $24.2 million contract by the United Defense for 138 Bradley HMPT 500-3ECB transmission assemblies and 138 turret drive systems. Deliveries will run from Apr. 2004 through Mar. 2005. 04/04/2003

On Apr. 3, 2003, the U.S. Navy has awarded General Dynamics Electric Boat, a wholly owned subsidiary of Co., a $59,200,000 contract modification for Virginia-class submarine lead-yard services. If all options are exercised and funded, the five-year contract will be worth about $500,000,000. Under the terms of the contract, Electric Boat will maintain, update and support the Virginia-class design and related drawings and data for each submarine, including technology insertion, throughout its construction and post-delivery maintenance period. Electric Boat will also provide all engineering and related services for maintenance and support of Virginia-class ship specifications. The work is expected to be completed by Apr. 2004.

04/04/2003 On Apr. 3, 2003, General Dynamics Ordnance and Tactical Systems, a business unit of Co., announced that the Department of the ArmyHeadquarters, Joint Munitions Command, has awarded its the fifthyear option of a 5-year multi-year contract for ammunition production. The option, valued at $23,991,941 is for production of 673,320 rounds of 25mm M910 TPDS-T (Target Practice Discarding Sabot-Tracer) cartridges and 1,453,300 rounds of 25mm M793 TPT cartridges. This award brings the total contract value to $95,600,000. 04/02/2003 On Mar. 26, 2003, Co. awarded a subcontract worth $7.2 million over four years to Computer Sciences Corp. in support of the U.S. Army's Land Warrior Program.

04/01/2003 On Mar. 31, 2003, Co. acquired Creative Technology Inc., an information technology and consulting firm. Terms were not disclosed. 03/14/2003 On Mar. 14, 2003, Michael W. Toner was appointed Executive Vice President of Marine Systems Group. Toner succeeds John K. Welch, who has retired from Co. 03/10/2003 On Mar. 5, 2003, Co.'s business unit, General Dynamics C4 Systems, was awarded a $9,800,000 modification to its multi-year Common Hardware/Software II (CHS-2) contract for common hardware and software items for the Project Manager Army Tactical Operations Centers/Air and Missile Defense Command and Control Systems. Work will be performed in Taunton, MA. The U.S. Army Communications-Electronics Command, Fort Monmouth, NJ, is the contracting authority. 03/07/2003 On Mar. 6, 2003, The U.S. Army Tank-automotive and Armaments Command has Awarded General Dynamics Land Systems, a business unit of Co., a $5,000,000 contract for M93 and M93A1 Fox contractor logistics support. Work will be performed in Sterling Heights, MI, through Jan. 2004. 03/05/2003 On Mar. 5, 2003, Larry E. Johnson was elected Vice President and officer of Co. 03/03/2003

On Mar. 3, 2003, Co. completed its acquisition of General Motors Defense for $1,100,000,000 in cash. General Motors Defense of London, Ontario, is a business unit of General Motors Corporation. 02/26/2003 On Feb. 25, 2003, The U.S. Navy has awarded General Dynamics Electric Boat a $17,400,000 contract modification to perform additional testing and development work on the Jimmy Carter (SSN-23). Electric Boat is a wholly owned subsidiary of Co. This award modifies an $886,000,000 contract, initially awarded in Dec. 1999, that will allow the submarine to accommodate advanced technology for naval special warfare, tactical surveillance and mine-warfare operations. 02/20/2003 On Feb. 19, 2003, The U.S. Navy has awarded General Dynamics Electric Boat (Electric Boat), Co.'s subsidiary, a $16,300,000 contract for planning and material procurement in support of the USS Springfield (SSN-761) depot modernization period (DMP). Under the terms of the contract, Electric Boat will perform advance planning, design, documentation, engineering, procurement, fabrication and preliminary shipyard work in preparation for the DMP, which is scheduled from May 2004 to June 2005. If all options are exercised and funded, the planning contract would be worth $26,300,000. 02/13/2003

On Feb. 12, 2003, the U.S. Marine Corps Systems Command on Feb. 10, 2003, awarded General Dynamics Land Systems, a wholly owned subsidiary of Co., a $15,900,000 option to its contract for the Systems Development and Demonstration phase of the Advanced Amphibious Assault Vehicle (AAAV) program. The additional work requires that Co. provide a live-fire test vehicle and initial spares for the AAAV. The work is expected to be completed by June 2005. It will be performed in the AAAV Research and Development center in Woodbridge, Virginia, with supporting efforts at Co.'s plants in Muskegon, Michigan; Scranton, Pennsylvania; and Lima, Ohio. 02/06/2003 On Feb. 6, 2003, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded the initial $9,000,000 increment of a $53,800,000 contract for Block I development of the Advanced Precision Kill Weapon System (APKWS) by the U.S. Army Aviation and Missile Command, Redstone Arsenal, Huntsville, AL. The contract period of performance extends through July 31, 2005. The contract funds the system development and demonstration phase of the program to add a precision guidance system to the existing 2.75 inch Hydra-70 rocket. 02/05/2003

On Feb. 5, 2003, Co. announced that the U.S. Army Tank-Automotive and Armaments Command awarded General Dynamics Land Systems, a business unit of Co., two contracts totaling $82,000,000 for Abrams tank program. The awards comprise a $32,300,000 delivery order under an existing contract for the assembly of 125 Abrams Integrated Management (AIM) tanks, and a $49,700,000 contract for systems technical support for the Abrams tank. Work under the AIM order stated that the 125 AIM tanks are scheduled to be delivered by June 2004. Work under the Abrams contract will be completed by Sept. 30, 2006. 02/05/2003 On Feb. 4, 2003, Co.'s business unit, General Dynamics Decision Systems, was awarded a $59,900,000 cost-plus-fixed-fee contract to enhance the current version of the U.S. Army's Land Warrior System (Land Warrior). The total value of the Land Warrior program with all options exercised has an estimated potential value of $791,000,000. The first systems under the contract are scheduled for delivery to the program office, PEO Soldier, in 2005. 01/28/2003 On Jan. 28, 2003, EFJ, Inc. (EFJohnson) was awarded a $2,000,000 contract by Co. Network Systems for a Project 25 digital mobile radio system that Co. will integrate for a federal government customer. The Project 25 digital mobile radio system will use EFJohnson's Voice Over IP Netelligent? repeaters and software programmable portable 5100 series radio and 5300 series mobile radios.

01/16/2003 On Jan. 15, 2003, The U.S. Navy awarded Co.'s subsidiary, General Dynamics Electric Boat (Electric Boat), a $51,000,000 contract modification for nuclear-submarine work. Under the terms of the modification, Electric Boat will provide design, engineering, material and logistics support for the Trident program, the Trident UK program, the two operational Seawolfclass submarines, NR-1, and efforts supporting Los Angeles-class ships. Electric Boat will also provide planning, scheduling and technical support for submarine maintenance activities. Work performed under the modification is expected to be completed by Sept. 2003. 01/14/2003 On Jan. 14, 2003, Co.'s business unit, General Dynamics Ordnance and Tactical Systems, announced that the U.S. Army TACOM/ARDEC Command at Picatinny Arsenal, N.J. has exercised a $19,900,000 option on an existing contract for the Load, Assemble and Pack of the M231/M232 Propelling Charges for the 155mm Modular Artillery Charge System. This option brings the total contract value to $34,500,000 for the MACS program. Co. also announced that its other business unit, General Dynamics Decision Systems, was awarded a foreign military sales contract by the U.S. Army Communications Electronics Command. The Indefinite Delivery/Indefinite Quantity (IDIQ) contract has a maximum potential value of $100,000,000. 01/10/2003

On Jan. 10, 2003, Co.'s business unit, General Dynamics Armament and Technical Products, was awarded an $18,900,000 contract from McDonnell Douglas Corporation, a wholly owned subsidiary of the Boeing Company, for forty (40) M61A1 20mm Gatling Guns and ammunition feed systems for the F15 aircraft program. Deliveries will begin in Apr. 2004 and extend through Nov. 2005. 01/08/2003 On Jan. 8, 2003, Co.'s business unit, General Dynamics Ordnance and Tactical Systems, announced that the U.S. Army Tank-Automotive and Armaments Command at Picatinny Arsenal, N.J., awarded a $18,360,000 modification to an existing contract for the production of 180,000 rounds of 25mm M919 Armor-Piercing, Fin Stabilized, discarding Sabot-Tracer (APFSDS-T) ammunition. this award brings the total contract value to $119,000,000 for the M919 program.

01/06/2003 On Jan. 6, 2003, General Dynamics Decision Systems, a business unit of Co., announced that it was awarded a contract by the Federal Aviation Administration (FAA) to deliver up to 20,000 CM-300 series air traffic control radios over the next 10 years. The minimum quantity under the contract is 1,000 radios, valued at $5,800,000. The FAA will use the new radios to communicte from enroute air trafficcontrol centers to aircraft flying at cruising altitude as part of a modernized communictions system for the

National Airspace System. The contract was awarded on Dec. 12, 2002 and has a potential value of approximately $119,000,000. 01/02/2003 On Dec. 27, 2002, The U.S. Navy awarded a $409,000,000 contract modification to Bath Iron Works, a business unit of Co., to build DDG 106, an Arleigh Burke (DDG 51) Class destroyer, and for advance procurement for ships to be built in 2004-2005. 12/23/2002 On Dec. 20, 2002, the U.S. Navy awarded General Dynamics Electric Boat, a wholly owned subsidiary of Co., a $54,600,000 contract modification to procure long-lead time material for the Trident SSGN. This award modifies a five-year, $443,000,000 contract, awarded in Sept. 2002, for the detailed design and related support work to convert the first four Ohioclass ballistic-missile submarines (also known as Tridents) to an SSGN configuration. If all options are exercised and funded, the contract will be worth a total of $544,000,000. 12/19/2002 On Dec. 19, 2002, Co. entered into a definitive agreement to acquire General Motors Defense for $1,100,000,000 in cash. The transaction, which has been approved by the Board of Directors of both companies, is subject to normal regulatory approval. It is expected to close by the end of the first quarter of 2003. 12/17/2002

On Dec. 17, 2002, Co.'s business unit, General Dynamics Advanced Information Systems (AIS), was awarded a contract by the U.S. Navy's Strategic Systems Programs Office for development and support for the new SSGN Attack Weapon Control System and the Trident Backfit Fire Control System. The initial award value of the contract is $90,000,000; if all options are exercised, the contract will have a cumulative value of $221,000,000. Under this agreement, AIS will modify the Trident Fire Control and Launcher system to provide a Weapon Control solution for the SSGN program. 12/16/2002 On Dec. 13, 2002, the U.S. Navy awarded General Dynamics Electric Boat, a wholly owned subsidiary of Co., a $38,300,000 contract modification to procure and manufacture long-lead time material for the Trident SSGN. This award modifies a five-year, $443,000,000 contract, awarded in Sept. 2002, for the detailed design and related support work to convert the first four Ohio-class ballisticmissile submarines (also known as Tridents) to an SSGN configuration. If all options are exercised and funded, the contract will be worth a total of $544,000,000. 12/04/2002 On Dec. 4, 2002, Co.'s subsidiary, General Dynamics Land Systems, was awarded modifications to existing Department of Defense contracts totaling $28,000,000 on Nov. 27, 2002. The first award is a $17,600,000 contract modification for production of 94 M56

smoke generators, repair parts and on-site logistics support. The work will be performed by Co.'s Robotic Systems business unit in Westminster, MD, and is to be completed in 2008. The second award is a $10,400,000 contract modification for system technical support for the Abrams tank program. Work will be performed at Sterling Heights, MI, and completed in 2006. 12/02/2002 On Dec. 2, 2002, General Dynamics Advanced Information Systems, a business unit of Co., was awarded a contract by the Naval Sea Systems Command (NAVSEA) for engineering support services and the low-rate initial production of an integrated air defense planning and execution system called the Area Air Defense Commander (AADC) Capability system. The initial award value is $21,000,000; if all options are exercised, the contract will have a cumulative value of approximately $45,000,000.

11/22/2002 On Nov. 22, 2002, Co.'s business unit, General Dynamics Decision Systems, was awarded a follow-on contract by the U.S. Naval Air Systems Command (NAVAIR) to upgrade AN/PRC-112 survival radios and provide ancillary radio equipment for aircrew search and rescue operations. Under the contract, Co. will modify the radios to enable two-way encrypted messaging and the use of the Global Positioning System (GPS) for precise location information. 11/21/2002

On Nov. 20, 2002, the U.S. Navy awarded General Dynamics Electric Boat, a wholly-owned subsidiary of Co., a $56,900,000 contract modification for nuclear-submarine work. The contract was initially awarded in May 1999 and could be worth approximately $742,000,000 over five years if all options are exercised and funded. Under the terms of the modification, Electric Boat will provide design, engineering, material and logistics support for the Trident program, the Trident UK program, the two operational Seawolf-class submarines, NR-1, and efforts supporting Los Angelesclass ships. Electric Boat will also provide planning, scheduling and technical support for submarine maintenance activities. Work performed under the modification is expected to be completed by September 2003. Co. also announced that its business unit, General Dynamics Advanced Information Systems, completed an agreement with the Ogden Air Logistics Center, Hill AFB, Utah, to begin the second two-year ordering period of an indefinite delivery/indefinite quantity (ID/IQ) contract for aircraft-related products and services. The contract has a maximum potential value of $223,000,000 through 2010 if all options are exercised; this ordering period will run through Sept. 2004.

11/20/2002 On Nov. 20, 2002, Bath Iron Works, a subsidiary of Co., was awarded a $72,000,000 contract from U.S. Navy for Lead Yard Services associated with the DDG 51-Class AEGIS Destroyer Program. The contract also includes an option for a second year of

engineering services for $76,000,000. 11/14/2002 On Nov. 14, 2002, General Dynamics C4 Systems, a business unit of Co., was selected to provide the primary command and control (C2) system and integrated battlefield command system to the United Kingdom Army's new digitization program. Under the

$450,000,000 U.K. Digitization contract awarded to General Dynamics UK on Nov. 7, 2002, General Dynamics C4 Systems received a $32,000,000 modificatiaon to its BOWMAN contract to deliver more than 13,000 networked, integrated battle command software systems beginning in March 2003. 11/14/2002 On Nov. 14, 2002, CACI International Inc. was awarded a subcontract by General Dynamics Decision Systems, a business unit of Co., to provide network services support for the United States Coast Guard's national Distress and Response System Modernization Project (NDRSMP). The 19-year award has a estimated value of $42,500,000 during the six-year base period. Under the terms of the subcontract, CACI will provide critical network hardware, software, and services to help General Dynamics modernize the Coast Guard's 30-year-old search and rescue communication system and begin deploying a new system, dubbed "Rescue 21," in 2002. 11/13/2002

On Nov. 12, 2002, Bath Iron Works, subsidiary of Co., was awarded a contract from the U.S. Navy to explore advanced concepts for a Focused Mission High-Speed Ship.

11/08/2002 On Nov. 8, 2002, Co.'s General Dynamics Land Systems Unit was awarded a $141,000,000 contract modification from the U.S. Army Tank-automotive and Armaments Command for 100M1A1 hardware kits for the Egyptian tank coproduction program. Delivery of the hardware kits will be completed by Nov. 2005. 11/06/2002 On Nov. 6, 2002, The National Security Agency has awarded a $10 million contract to General Dynamics C4 Systems, a business unit of Co., to partially fund the development of a Gigabit Ethernet Encryptor (GigEE) that will be capable of encrypting sensitive information to be transmitted over the Internet and other Internet Protocol (IP)-based networks at speeds of at least one Gigabit per second -- or about 48,000 typewritten pages per second. The first prototype of the GigEE encryptor will be delivered 4th quarter 2004. 11/01/2002 On Oct. 31, 2002, Santa Barbara Sistemas, S.A. of Spain, a subsidiary of Co., acquired the assets of Eisenwerke Kaiserslautern Gmbhi.I. Terms of the transaction were not disclosed. 10/31/2002

On Oct. 30, 2002, General Dynamics Decision Systems, a business unit of Co., introduced its TalkSECURE? Wireless phone, which provides users assurance that their communications are protected from unintended listeners. The phones provide end-to-end encryption of conversations transmitted over commercial Global System for Mobile Communications wireless networks. The TalkSECURE phone is designed for use by federal, state, local and international government officials, public safety officers, emergency response personnel and business users. The TalkSECURE wireless phones are $2,295 each (plus shipping and handling) and are available through General Dynamics Decision Systems. 10/14/2002 On Oct. 11, 2002, Co.'s wholly owned subsidiary, National Steel and Shipbuilding Company, announced that it was awarded a two-year extension on a contract for the phased maintenance of the five SanDiego-based LHA and LHD class ships for the U.S. Navy. 10/10/2002 On Oct. 9, 2002, Co.'s business unit, General Dynamics Armament and Technical Products, received a solesource $7,200,000 contract award from U.S. Special Operations Command for production of the STRIKER (MK47) 40mm Grenade Machine Gun system.

10/09/2002

On Oct. 9, 2002, Co.'s business unit General Dynamics Armament and Technical Products, was awarded a $19,400,000 order from the U.S. Army's TACOM/ARDEC Picatinny Arsenal for the production of 56 reactive armor vehicle sets and 170 partial sets for the Bardley Fighting Vehicle. The contract also includes funding for the qualification and first-article testing of a product upgrade to further improve crew and vehicle survivability over the current design. Work will be completed by Jan. 30, 2004.

10/08/2002 On Oct. 8, 2002, Mark Haley was promoted Vice President and Deputy General Counsel. Phebe Novakovic was promoted Vice President, Strategic Planning. 10/03/2002 On Sept. 26, 2002, the U.S. Navy awarded Electric Boat, a wholly owned subsidiary of Co., a 5-year, $443,000,000 contract for the design of the Trident SSGN, a multimission submarine optimized for covert strike and special operations support. In addition to the design work, Electric Boat will procure long-lead time material and assemble manufacturing kits for delivery to the Puget Sound Naval Shipyard in Washington, the conversion yard for USS Ohio, the lead SSGN. 10/03/2002 On Oct. 2, 2002, Co. sold its assets of Ordnance and Tactical Systems Space Propulsion and Fire Suppression business to GenCorp Inc. 09/25/2002

On Sept. 12, 2002, Co.'s business unit, General Dynamics C4 Systems, was awarded a $19,500,000 modification to its Tactical Data Network/Digital Technical Control contract by the U.S. Marine Corps Systems Command.

09/24/2002 On Sept. 24, 2002, Co.'s business unit, General Dynamics Decision Systems, was awarded a $611,000,000 contract by the U.S. Coast Guard to modernize its 30-yearold search and rescue communication system. The National Distress and Response System Modernization Project. Co. will deploy the new system to field-test its operational capabilities in the Atlantic City, NJ area, and the Eastern Shore region of Maryland during 2003. The next deployments will be in St. Petersburg, FL, Mobile, AL, and adjacent regions in Seattle and Port Angeles, WA. By Sept. 30, 2006 the new system will be installed across the U.S. 09/17/2002 On Aug. 26, 2002, Co. signed an agreement to sell its Ordnance and Tactical Systems Space Propulsion and Fire Suppression business to Aerojet-General Corporation, a subsidiary of GenCorp Inc. The purchase price is $90,000,000 in cash. The transaction is projected to close in th fourth quarter of 2002, subject to receipt of standard regulatory approvals. 09/16/2002

On Sept. 13, 2002, The U.S. Navy awarded a $3,200,000,000 contract modification to Bath Iron Works, a unit of Co., for the construction of six new DDG 51-Class AEGIS Destroyers. Bath Iron Works is the lead designer and builder of the DDG 51-Class Destroyers. The contract award is related to an exchange of DDGs and LPDs between Bath Iron Works and Ingalls Shipbuilding. 09/16/2002 On Sept. 6, 2002, The Department of the Army Headquarters, Operations Support Command has awarded a $9,100,000 contract to General Dynamics Ordnance and Tactical Systems, a business unit of Co., for the production of 20mm PGU-27A/B Target Practice Cartridges. Work will be performed at Co.'s Marion, IL, facility and is expected to be completed by Nov. 2003. 08/29/2002 On Aug. 26, 2002, Co.'s subsidiary, Electric Boat, received a $2,800,000 contract from the US Navy to perform planning work for maintenance on the USS Toledo. 08/29/2002 On Aug. 27, 2002, Co. acquired Command System Inc. (CSI) Terms of the transaction were not disclosed. CSI became a part of Co.'s C4 Systems. 08/27/2002 On Aug. 20, 2002, General Dynamics Ordnance and Tactical System, a business unit of Co., was awarded a contract valued at $7,200,000 by the U.S. Army TACOM-ARDEC, Picatinny Arsenal, NJ, for the System Development and Demonstration and delivery of

qualification test samples for the XM1028 120mm tank fired, antipersonnel canister cartridge. The contract also contains options for Low Rate Initial Production and four additional production options for a total of approx. 28,000 cartridges.

08/16/2002 On Aug. 9, 2002, General Dynamics C4 Systems, a business unit of Co., was awarded one of two development contracts for the U.S. Army's Warfighter Information Network- Tactical (WIN-T). The twophase development contact was value of up to $72,000,000. Under Phase I of this development contract, the General Dynamics team will define and document the optimal WIN-T architecture. In Phase II, the team will develop and deliver a demonstration suite of hardware and software for government testing.

08/07/2002 On Aug. 1, 2002, Co.'s unit, Bath Iron Works, was awarded a $464,000,000 contract from the U.S. Navy to build DDG 102, Arleigh Burke Class Destroyer. 08/07/2002 On July 30, 2002, Co.'s subsidiary, Electric Boat, was awarded a U.S. Navy contract worth up to $61,100,000 to maintain and operate the Shippingport drydock at the Naval Submarine Base New London. The contract covers an initial period of one year, with options for four additional years. Management, operation and preventative maintenance of the Shippingport will be provided on a cost-plus-fixed-fee basis and is worth up to $34,600,000 over the next five years.

08/06/2002 On July 29, 2002, Co. awarded the Paravant Computer Systems Division of Paravant Inc. a $540,000 contract to develop the Operator Display Unit portion of the Joint Service Lightweight Standoff Chemical Agent Detector system. Paravent Inc.'s portion of the future production is expected to be in excess of $10,000,000 over the next five years. 08/05/2002 On Aug. 2, 2002, Co.'s business unit, General Dynamics Ordnance and Tactical Systems (OTS), was awarded a $28,000,000 Foreign Military Sale (FMS) contract to establish a facility for the production of 120mm M831A1 and M865 tank training ammunition cartridges. The contract calls for OTS to establish projectile metal parts, case base and seal, load assemble and pack (LAP), and cartridge packaging facilities for both types of 120mm training ammunition. The contract also contains requirements to deliver projectile metal parts, case base and seal and cartridge packaging kits to support the program. The contract was awarded by the U.S. Army Operations Support Command. 07/18/2002 On July 17, 2002, Co.'s subsidiary, General Dynamics Canada, awarded PEI Electronics, Inc. a $558,000 contract for the production of embedded diagnostic assemblies.

07/17/2002

On July 16, 2002, Co.'s wholly owned subsidiary , National Steel and Shipbuilding Company (NASSCO), announced that the U.S. Navy exercised an option to build a third ship for the T-AKE program, a new class of combat logistics force ships. NASSCO was awarded a $290,000,000 contract for construction of the ship. 07/16/2002 On July 15, 2002, Co.'s Armament and Technical Products unit was awarded a contract by the Naval Air Systems Command, valued at up to $37,100,000, for an initial production run of 29 F/A-18 E/F 20mm M61A2 Gun Systems, with up to 126 additional systems over a three-year period. The base contract call for system deliveries from June 2002 through Feb. 2003. Options on this contract would extend production through Mar. 2006.

07/05/2002 On July 3, 2002, Co.'s unit, General Dynamics Decision Systems, was awarded an indefinite delivery/indefinite quantity contract with a potential value of $260,000,000 by the U.S. Air Force for manufacturing and integrating Theater Deployable Communication Access Packages.

06/24/2002 On June 12, 2002, On June 12, 2002, Co.'s Canadian subsidiary, General Dynamics Canada, was awarded a contract valued at $128,000,000 (C$198,000,000) by the Canadian Department of National Defense to supply and integrate a new data management system for

the CP-140 Aurora, Canada's longrange maritime patrol aircraft, as part of the ongoing Aurora Incremental Modernisation Project (AIMP). Under the contract, General Dynamics Canada will supply a new mission computer, integrate upgraded sensors, and provide ground facilities and logistics support. The General Dynamicsdesigned data management system will provide the enhanced capability and flexibility required to allow the CP140 Aurora to fulfill its surface and undersea surveillance roles. Work will be completed in Ottawa and Halifax. 06/20/2002 On June 20, 2002, Co.'s business unit, General Dynamics Advanced Information Systems, was awarded a $9,000,000 modification to an existing contract to provide technology support services to the Joint Command and Control, Communications, Computers and Intelligence, Surveillance and Reconnaissance Battle Center in Suffolk, VA. Work will be performed in Suffolk, VA, and is expected to be completed by June 2003.

06/17/2002 On June 14, 2002, Co. completed its acquisition of Advanced Technical Products, Inc. (ATP) of Roswell, GA. Co. acquired all 5,890,000 outstanding shares of ATP for a cash purchase price of $33.50 per share. In addition, Co. assumed ATP's net debt and retired ATP stock options, bringing the transaction's value to approx. $250,000,000. 06/04/2002

On June 4, 2002, Co. announced that two of its units received modifications to existing U.S. Department of Defense contracts valued at a total of approx. $104,000,000. The first contract was awarded to General Dynamics Land Systems by the U.S. Army Tank-Automotive and Armaments Command, was a $76,900,000 modification to a cost-plus fixed fee contract for systems technical support for the Abrams Tank Program. Work will be performed in Sterling Heights, and the contract extends through Sept. 2006. The second contract was awarded to General Dynamics Ordnance and Tactical Systems by the U.S. Army Tank and Automotive Command at Picatinny Arsenal, NJ, was a $26,700,000 contract modification for the supply of 287,000 rounds of 25mm M919 Armor-Piercing, Fin Stabilized, Discarding SabotTracer (APFSDS-T) ammunition. Work will be managed at Co.'s Marion, IL, facility and will be completed by Aug. 2003. 05/31/2002 On May 30, 2002, Co.'s business unit, General Dynamics C4 Systems, was awarded an $11,000,000 modification to a firm- fixed-price contract for common hardware and software items for Project Manager Army Tactical Command and Control Systems computers and associated peripherals for battlefield commanders. Work will be performed in Taunton, Mass. The U.S. Army CommunicationsElectronics Command is contracting the activity. 05/30/2002

On May 20, 2002, Cordis Colburn was named Vice President of Government Relations. Colburn succeeded G. Kent Bankus. 05/21/2002 On May 21, 2002, the U.S. Navy awarded General Dynamics Electric Boat, a business unit of Co., a $6,000,000 contract option for the advanced procurement of on-board repair parts for the first four submarines of the Virginia Class. The work will be shared about equally between Electric Boat (55%) and Northrop Grumman Newport News (45%), Electric Boat's teammate in the Virginia-class construction, and will be completed by the end of 2007. The option is part of a $4,200,000,000 contract the Navy awarded Electric Boat in 1998 for the construction of the first four ships of the class. 05/02/2002 On May. 2, 2002, Co. entered into a definitive agreement to acquire all 5,890,000 outstanding shares of Advanced Technical Products, Inc. (ATP) for a cash purchase price of $33.50 per share. Co. also assumes approximately $36,200,000 of net debt and retires approximately $16,200,000 in ATP stock options, bringing the transaction value to approximately $250,000,000. The transaction, unanimously approved by the boards of directors of both companies, is subject to ATP shareholder and regulatory

approval and customary closing conditions. The transaction is expected to be completed by July 2002. Upon completion, ATP will become part of General Dynamics Armament Systems and the entity will be known and General Dynamics Armament and Technical Products. 05/01/2002 On May, 1, 2002, Alturdyne Corp. was awarded a sub- contract to supply the Auxiliary Power System for the Crusader Weapons System. The award was received from General Dynamics Land Systems, Co.'s subsidiary, of Sterling Heights, Michigan, a subcontractor to United Defense Industries. The potential value of the contract is $60,000,000. 04/26/2002 On Apr. 25, 2002, Co.'s business unit, General Dynamics Decision System, was awarded a five-year contract to build ground-combat operations centers for the U.S. Marine Corps. The initial development phase is valued at $13,400,000. The General Dynamics team will integrate computerized intelligence, information and communication systems into combat operations centers that provide enhanced situational awareness for deployed Marine forces.

04/16/2002 On Apr. 12, 2002, Co.'s unit, General Dynamics Decisions Systems, was awarded a three-year firm fixed-price contract for target detection devices for the U.S. Navy's Standard Missile Program. The cumulative value of this contract, with all options

exercised, is $138,000,000. Work will be performed in Scottsdale, AZ and is to be completed by Oct. 2006.

04/10/2002 On Apr. 8, 2002, Co.'s business unit, General Dynamics Electric Boat (Electric Boat), was awarded a $52,500,000 modification to an existing contract from the U.S. Navy for Virginia-class submarine leadyard services. Under the terms of the contract, Electric Boat will maintain, update and support the Virginia-class design and related drawings and data for each submarine, including technology insertion, throughout its construction and post-delivery maintenance period. Electric Boat will also provide all engineering and related services for maintenance and support of Virginia-class ship specifications. The work is expected to be completed by Apr. 2003. 04/10/2002 On Apr. 10, 2002, Co.'s division in Tallahassee, FL, awarded Integrated Defense Technologies, Inc.'s subsidiary, PEI Electronics, Inc. a contract for the fabrication of 141 Drivers Displays. The total value of this order is $2,080,000. 04/09/2002 On Apr. 3, 2002, Air Methods Corp.'s products division received a contract from Co.'s subsidiary, General Dynamics Land Systems (Land Systems), for development and production of a Litter System for the U.S. Army's Medical Evacuation Vehicle. The contract

involves the development and production of 27 units to be delivered in 2002. Land Systems has an option for the production of an additional 91 units delivered in the 2003-2007 timeframe. This contract could potentially be valued up to $5,000,000, if Land Systems exercises all options. 04/05/2002 On Apr. 5, 2002, Co.'s business unit, General Dynamics Land Systems, received a $23,600,000 contract from United Defense for 142 Bradley HMPT 500-3ECB transmissions and 142 turret drive systems. Deliveries will run from Feb. 2003 through Feb. 2004. 04/02/2002 On Apr. 2, 2002, The U.S. Navy awarded Co.'s business unit, General Dynamics Electric Boat, a $5,900,000 contract modification to provide design, engineering and technical support for modification to the submarine Jimmy Carter (SSN- 23). The ship is scheduled for a 2004 delivery. 03/27/2002 On Mar. 27, 2002, Co.'s business unit, General Dynamics Robotic Systems, was awarded a $6,100,000 modification to an existing contract for the production of 33 M56 smoke generator systems and five gas turbine engines. Work is expected to be completed by Jan. 2003. 03/27/2002

On Mar. 26, 2002, The U.S. Army Tank-Automotive and Armaments Command-Armament Research Development and Engineering Center (TACOM-ARDEC) awarded Co.'s subsidiary, General Dynamics Land Systems, a $30,000,000 contract for the development and demonstration of the Turret Mission Module Weapon Control (TMM-WC) system of the Multi-Role Armament and Ammunition System (MRAAS). The expected completion date is Oct. 2005. Co.'s business unit, General Dynamics C4 Systems, was awarded a $12,000,000 modification to

an existing contract for common hardware and software items for Project Manager, Army Tactical Command and Control Systems computers and associated peripherals for battlefield commanders. Work is expected to be completed by Apr. 2005. 03/18/2002 On Mar. 18, 2002, The U.S. Navy awarded Co.'s subsidiary, Electric Boat, a $14,400,000 contract modification for nuclear submarine work. The award is a continuation of a contract awarded in May 1999 to provide design, engineering, material and logistics support for the Trident program, the Trident UK program, the two operational Seawolf-class submarines, NR-1, and efforts supporting Los Angeles-class ships. The contract work is expected to be completed by Sept. 2002.

03/14/2002

On Mar. 14, 2002, Co.'s subsidiary, General Dynamics Ordnance Systems, awarded Alliant Techsystems Inc. a $30,000,000 contract to produce propellant used in MK90 motors for the HYDRA-70 rocket system. 03/13/2002 On Mar. 13, 2002, The U.S. Navy awarded a $7,000,000 modification to a previously awarded contract under which Co.'s subsidiary, Electric Boat (EBoat), will manage and support nuclear-maintenance work for submarines homeported at Submarine Base New London, Conn. Under the terms of the contract modification, EBoat will continue to operate the Nuclear Regional Maintenance Department (NRMD) at the submarine base through Sept. 30, 2002. EBoat will provide project management, planning, training and radiological- control services to support maintenance, modernization and repairs in support of operational submarines. 03/12/2002 On Mar. 11, 2002, The U.S. Army TACOM/ARDEC Command awarded Co.'s business unit, General Dynamics Ordnance and Tactical Systems, a contract for the Load, Assemble and Pack of the M231/M232 Propelling Charges for the 155mm Modular Artillery Charge System. The contract provides for a base award of $12,400,000 with a total value of approx. $36,000,000 with the award of all options. Co. also received a contract from the Warner Robins Logistics Center, Robins Air Force Base, GA., valued at $9,270,000, for the

production of 182 M61A1 20mm guns in support of foreign military sales. Deliveries on this contract are scheduled to occur from Dec. 2002 through Nov. 2005. 03/11/2002 On Mar. 8, 2002, Co.'s business unit, General Dynamics Advanced Information Systems, was awarded a cost-plus- incentive-fee follow-on contract valued at $9,100,000 for the Launcher Subsystem Control Group Phase I program. This is a continuation of the upgrade to existing launch control systems. The Navy's Strategic Systems Programs office awarded the contract to Co. 03/08/2002 On Mar. 8, 2002, Co.'s business unit, General Dynamics Network Systems, was awarded a $26,100,000 contract by Saudi Aramco to engineer, furnish and install a telecommunications network for the Qatif gas and oil fields in Saudi Arabia. Under the contract, Co. will design, procure, install, test and turn over to Saudi Aramco a fully operational and commissioned telecommunications network. The work is expected to be complete in 2004.

03/01/2002 On mar. 1, 2002, Co.'s General Dynamics Ordnance and Tactical Systems business unit was funded by the U.S. Army Operations Support Command a fourth year of an existing multi-year ammunition contract for the production of approx. 152,000 rounds of 120mm

M831A1 and M865 Tank Training Ammunition valued at $72,900,000. Also Co.'s General Dynamics Land Systems unit was awarded a $72,500,000 contract by the U.S. Army Tank-Automotive and Armaments Command for the assembly of 135 Integrated Management tanks and the procurement of long-lead materials for the next production year. The tanks are scheduled for delivery by June 2003. 02/28/2002 On Feb. 27, 2002, Co.'s Gulfstream Aerospace Corp. unit was awarded modifications to two existing Air Force contract. The first provides $10,300,000 for fiscal year 2002 contractor logistics support for the C37A aircraft, while the second authorizes $7,700,000 for the C-37A communication system upgrades to be completed by Sept. 2006. Co.'s General Dynamics Armament Systems unit received an order valued at $91,000,000 for the production of Hydra-70 rockets from the U.S. Army Operations Support Command. Co.'s General Dynamics C4 Systems unit was awarded a $9,200,000 modification to a firmfixed-price contract to exercise options for common hardware/software items for Army tactical command and control systems computers and assisted peripherals for battlefield commanders. Work will be performed in Taunton, Mass. and is to be completed by Apr. 10, 2005. Co.'s General Dynamics Ordnance and Tactical Systems was awarded an $11,800,000 modification to a firmfixed price contract for the 1,200,000

rounds of 30mm ammunition for target practice. Work is to be completed by Sept. 30, 2003. The contracts are worth more than $131,000,000. 02/22/2002 On Feb. 22, 2002, The U.S. Navy's Strategic Systems Program Office awarded Co.'s business unit, General Dynamics Advanced Information Systems, a contract to integrate the attack weapon control system on the SSGN fleet. Co. will integrate components from the Navy's inventory of both surface ship and submarine fire control systems and develop the hardware and software or apply commercial-offthe-shelf products for the deployment of the attack weapon control system on the SSGN platform. The contract is valued at $5,600,000. Through the SSGN program, the Navy will convert Trident ballistic missile submarines so that they can launch conventional land-attack missiles and deploy Special Operations Forces.

01/09/2002 On Jan. 7, 2002, Co.'s subsidiary, Gulfstream Aerospace Corp., was awarded a $49,800,000 contract to supply one Gulfstream V business jet aircraft to the National Center for Atmospheric Research (NCAR). Named HIAPER, for HighPerformance, Instrumented, Airborne Platform for Environmental Research, the aircraft will be manufactured at Gulfstream Aerospace Corp.'s facility in Savannah, GA. and is scheduled to enter into service in 2005. 01/09/2002

On Jan. 9, 2002, Co.'s subsidiary, Gulfstream Aerospace Corporation, signed a 10-year information technology (IT) outsourcing agreement with Computer Sciences Corporation (CSC) valued at $510,000,000. Under the terms of the agreement, CSC is responsible for mainframe, midrange and desktop computer operations as well as development and maintenance of all applications software.

01/08/2002 On Dec. 27, 2001, Co.'s business unit, General Dynamics Decision Systems, was awarded a contract by the U.S. Naval Air Systems Command to upgrade AN/PRC-112 survival radios that are already fielded and procure ancillary equipment for aircrew survival. 12/17/2001 On Dec. 17, 2001, Co.'s business unit, General Dynamics Armament Systems, was awarded a $13,700,000, firm-fixed price contract option by the U.S. Army, TankAutomotive Command, for production of 880 MK19 40mm grenade machine guns. This option award raises the contract value to date to $27,200,000. Deliveries under this order will take place from Oct. 2002 through July 2003. 12/17/2001 On Dec. 14, 2001, Co.'s subsidiary, Gulfstream Aerospace Corporation (Gulfstream), received a contract order from Avolar, a UAL Corporation subsidiary. The total value of the order, options and maintenance agreement is worth approx. $2,000,000,000. The

first deliveries of Gulfstream 200s will be made in 2002 and, with options, will extend through 2007. Each aircraft will be covered by a 10-year maintenance agreement. 12/06/2001 On Dec. 4, 2001, the U.S. Navy awarded Co.'s subsidiary, Electric Boat, a $42,300,000 contract modification for nuclear submarine work. The contract work is expected to be completed by Sept. 2002.

12/06/2001 On Dec. 5, 2001, Co.'s subsidiary, Gulfstream Aerospace Corp., was awarded a contract with a potential value of up to $206,000,000 to supply and support the three Gulfstream V business jet aircraft to the Israeli Ministry of Defense for use as a Special Electronic Mission Aircraft. The contract includes a firm, fixed-price agreement valued at $174,000,000, with an option for a second 10-year customer logistic support program valued at $32,000,000. 12/04/2001 On Dec. 3, 2001, Co.'s subsidiary, National Steel and Shipbuilding Company (NASSCO), received a contract valued at $5,100,000, with options up to $20,200,000, for the sixmonth extended dry-docking and maintenance availability of USS Antietam (CG-54), a Ticonderoga-class Aegis guided missile cruiser homeported in San Diego. Actual work on the ship will begin in March 2002 and is to be completed by Sept. 2002. 11/15/2001

On Nov. 14, 2001, Co.'s subsidiary, Gulfstream Aerospace Corp. (Gulfstream), in partnership with its Japanese trading company, Marubeni Aerospace, was selected to supply two Gulfstream V special mission aircraft to the Japan Coast Guard. Gulfstream won the bid, worth approx. $100,000,000, in an open competition to provide Japan with an all-new ocean surveillance and rescue capability. In addition to the two aircraft, the program includes dedicated engineering support for modification and integration of the mission systems. 11/14/2001 On Nov. 13, 2001, Co.'s subsidiary, General Dynamics Advanced Information Systems, awarded a subcontract to Conductus, Inc. in connection with the delivery order from the Defense Microelectronics Activity to develop advanced filter systems for airborne intelligence applications and deliver these systems for testing and ultimate deployment. The currently authorized tasks of the the program are valued at $2,100,000 to Conductus, Inc., with the initial work being performed under a $1,300,000 funding agreement. The overall program, if planned future tasks are funded, would include a number of additional activities over the next two years that would include the delivery of multiple systems to be deployed by military customers. 11/08/2001

On Oct. 31, 2001, Co.'s subsidiary, Electric Boat, was awarded a $17,200,000 contract from the U.S. Navy to provide design agent, planning yard, and engineering and technical support for various nuclear submarines for one year.

11/06/2001 On Oct. 26, 2001, Co.'s subsidiary, Bath Iron Works, and Ingalls Shipbuilding was awarded a $60,155,724 contract as a part of the DD 21 Alliance from the U.S. Navy for the extension of the DD 21 Phase 2 Period of Performance. The contract is expected to be completed in Dec. 2001. 10/29/2001 On Oct. 26, 2001, Co. terminated the acquisition of Newport News Shipbuilding. 10/19/2001 On Oct. 18, 2001, Co.'s business unit, Communication Systems, awarded Lionbridge Technologies, Inc. (Lionbridge) a $4,000,000 contract. Lionbridge was selected to localize technical manuals and training materials for a mobile communications system based on an overall best value solution to satisfy program performance requirements. 10/19/2001 On Oct. 16, 2001, Co.'s subsidiary, Land Systems, Sterling Heights, Mich., was awarded a $9,800,000 modification to an existing contract for long-lead material for 100 Abrams M1A1 tank kits for the country of Egypt. Work is expected to be completed by July 30, 2002. The U.S. Army TankAutomotive & Armaments Command, Warren, Mich., awarded the contract.

10/19/2001 On Oct. 18, 2001, Co.'s subsidiary, National Steel and Shipbuilding Company (NASSCO), was awarded a $709,000,000 contract by the U.S. Navy for the design and construction of the first two ships in the T-AKE program, a new class of combat logistics force ships. The award includes options exercisable by the Navy for 10 additional ships over the next six years for a potential contract value of $37,000,000. Also Co.'s subsidiary, Electric Boat, Groton, Conn., was awarded a $13,400,000 contract for reactor plant planning yard services in support of the nuclear powered submarine program. The award includes options exercisable by the Navy for four additional years for a potential contract value of approx. $79,800,000. 10/01/2001 On Sept. 28, 2001, Co. acquired Motorola's Integrated Information Systems Group. The new entity will be known as General Dynamics Decision Systems and will be a part of Co.'s Information Systems and Technology business group.

09/21/2001 On Jan. 26, 2001, Co. acquired Primex Technologies, Inc. for $334 in cash, representing $32.10 per share of Primex's outstanding stock. Co. also assumed $204 of Primex's debt, $149 of which was discharged at the time of the acquisition.

09/04/2001

On Sept. 4, 2001, The United States Army Tank-Automotive and Armaments Command awarded Co.'s subsidiary, General Dynamics Land Systems, a sole source contract to provide systems technical support for the Abrams tank and Wolverine heavy assault bridge programs, from Aug. 2001 through July 2006. The initial funding is valued at $50,822,204 and covers basic services through June 2002. 08/06/2001 On Aug. 6, 2001, Co. entered into an asset purchase agreement with Motorola, Inc. (Motorola) to acquire Motorola's Integrated Information Systems Group for $825,000,000 in cash and the assumption of certain liabilities and ongoing obligations in the normal course of business. The transaction is subject to normal regulatory approval and is expected to close by Oct. 6, 2001. 07/25/2001 On July 25, 2001, Co. acquired Empresa Nacional Santa Barbara de Industrias Militares, S.A. and Santa Barbara Blindados, S.A. The new entity is know as Santa Barbara Sistemas S.A., A General Dynamics Company and is a part of Co.'s Combat Systems group. 07/20/2001 On July 19, 2001, Co.'s business unit, CDC Systems UK Ltd., was awarded a $2,400,000,000 (#1,700,000,000) contract by the UK Ministry of Defence as a prime contractor for the BOWMAN communications system. 07/05/2001

On July 2, 2001, Co. awarded LaBarge, Inc with a $3,900,000 contract to manufacture sophisticated guided-missile controllers for the U.S. Navy's Aegis shipboard weapons system. 07/05/2001 On July 5, 2001, The U.S. Marine Corps awarded Co.'s subsidiary, General Dynamics Land Systems, a $712,000,000 contract for the Systems Development and Demonstration phase of the Advanced Amphibious Assault Vehicle (AAAV) program. Under the cost-reimbursable contract Co. will provide all required material, services, personnel and facilities to complete the design and development of the AAAV, manufacture and test nine new prototypes, refurbish three early development prototypes, support the Marine Corps initial operational test and evaluation, and prepare for the production phase of the program. Initial production of the AAAV is scheduled to begin in 2004, followed by full-rate production in 2006.

06/28/2001 On June 28, 2001, Co.'s business unit, General Dynamics Armament Systems was awarded a $12,500,000, firm-fixed price contract by the U.S. Army, Tank-Automotive Command, for production of 832 MK19 40mm grenade machine guns. The three-year contract includes options for an additional 2,496 guns with a maximum order value of $49,000,000. 06/25/2001

On June 22, 2001, General Dynamics Land Systems, a wholly owned subsidiary of Co., was awarded a $24,600,000 contract from U.S. Army Tank-automotive and Armaments Command for eight Wolverine heavy assault bridge systems with options for nine additional vehicles. The production of the eight vehicles begins in March 2002, at a rate of one per month, with a first delivery planned for January 2003.

06/21/2001 On June 21, 2001, The U.S. Navy awarded Co.'s subsidiary, Electric Boat, a $54,000,000 contract modification to complete component development work and evaluate technology- insertion opportunities relating to the Virginia- class submarine program. The contract modification provides funding for ongoing design-yard services in support of the baseline Virginia (SSN-774) design, and technology insertion and upgrades for the follow-on ships of the class. The modification also provides for design-yard support for construction of the planned 30 Virginia-class ships. 06/21/2001 On June 21, 2001, Co.'s business unit, General Dynamics Worldwide Telecommunication Systems, was awarded an additional $16,000,000 in options to the $102,000,000 overseas Navy Marine Corps Intranet (NMCI) contract, also known as the Base Level Information Infrastructure Outside the Continental United States (BLII OCONUS). This brings the total value of the assignment to $118,000,000.

06/21/2001

On June 20, 2001, Bath Iron Works, a subsidiary of Co., was awarded a $9,400,000 contract by the U.S. Navy for ongoing advanced hull design through the Advanced Hull Form Inshore Demonstrator project.

06/18/2001 On June 15, 2001, The U.S. Navy announced a $124,000,000 contract modification for continuation of design and test planning of its 21st century DD 21 destroyer program. The contract was awarded to the DD 21 Alliance, which includes Bath Iron Works of Bath, Maine, a subsidiary of Co.; and Ingalls Shipbuilding of Pascagoula, Miss. Bath Iron Works is leading the DD 21 Blue Team, which includes Lockheed Martin Government Electronic Systems, Moorestown, N.J., and will receive $52,000,000 for the continuation of its work associated with Phase II of this program. 06/12/2001 On June 12, 2001, Co. and ATK entered into an agreement to form a joint venture company called American Powder company. The agreement calls for both companies to jointly develop and produce munitions propellant for the U.S. Department of Defense and operate the Radford Army Ammunition Plant. The company will be co-managed by ATK Ammunition and Powder Company and General Dynamics Ordnance and Tactical Systems. 06/07/2001 On June 5, 2001, Co. acquired Galaxy Aerospace Company, LP, for $353,000,000 in cash. 05/25/2001

On May 24, 2001, Co.'s business unit, General Dynamics Information Systems, was awarded a $3,200,000 contract by the Raytheon Electronic Systems Company to design and develop the Data Storage System for the Active Electronic Scanned Array fire-control radar for the U.S. Navy's F/A-18 E/F Super Hornet aircraft, and for other radar system improvement programs. 05/24/2001 On May 23, 2001, Co.'s business unit, General Dynamics Communication Systems, was awarded a contract to provide program management, engineering, maintenance and support services to sustain the DIRECT Emergency Action Message system. The initial award by the Air Force's Electronic Systems Center Hanscom AFB, Mass., is valued at approx. $1,000,000, for work to be accomplished through Sept. 2001. The contract has fiscalyear options through 2005, which, if exercised, will total approx. $13,600,000. Under this contract Co.'s business unit will provide a transition of the DIRECT system's support to the new contract and provide on-site equipment maintenance; engineering effort to field two scheduled software updates per year and emergency updates as required; fault diagnosis; a central depot activity, spares warehousing and management; assistance in maintaining system security certification and accreditation; and technical studies as directed. 05/22/2001

On May 14, 2001, Co.'s company, Computing Devices Canada, was awarded an approx. $42,000,000 (C$65,000,000) contract from the Swedish government for three undersea warfare systems to be installed aboard the Swedish Navy's Visby Class corvettes, and land-based training to support the systems. The award is a follow-on contract and brings the total contract value to approx. $110,000,000 (C$170,000,000). 05/17/2001 On May 17, 2001, Co.'s unit General Dynamics Worldwide Telecommunication System was awarded a $102,000,000 delivery order contract to upgrade the telecommunications infrastructure at the U.S. Navy installations in Europe, Asia, and the Middle East, in compliance with the architecture established for the Navy Marine Corps Intranet. 05/15/2001 On May 7, 2001, Co.'s business unit, General Dynamic Electronic Systems, was awarded a two-year, $7,800,000 contract from the U.S. Army Communications-Electronics Command to demonstrate how Co.'s data fusion technology can integrate radar, missile and laser threat-warning data with other digital battlefield information to improve the situational awareness of Army helicopter crews. 05/03/2001 On Apr. 30, 2001, Co.'s subsidiary General Dynamics Land Systems was awarded a $20,000,000 contract to provide systems and technical support for the Abrams tank program from the U.S. Army Tank-Automotive and Armaments Command. The contract is a

modification to the sole-source contract. It exercises the existing options for engineering in support of Abrams production. 05/02/2001 On May, 1, 2001, Co. agreed to acquire Galaxy Aerospace Company, LP, in a transaction expected to close June 2001. 04/27/2001 On Apr. 27, 2001, Co.'s business unit, General Dynamics Ordnance and Tactical Systems was awarded a $7,300,000 option on an existing ammunition contract for the supply of 75,000 rounds of 25mm M919 ArmorPiercing, Fin Stabilized, Discarding Sabot-Tracer (APFSDS-T) ammunition from the U.S. Army ARDEC/TACOM Command. 04/25/2001 On Apr. 25, 2001, Co. signed a definitive agreement to acquire Newport News Shipbuilding for approximately $2,600,000,000, which includes the assumption of approximately $500,000,000 of Newport News Shipbuilding debt. The acquisition is expected to close in the third quarter of 2001. 04/16/2001 On Apr. 12, 2001, Co.'s unit, General Dynamics Ordnance and Tactical Systems (Ordnance), was awarded a $7,900,000 contract for the purchase of bipropellant Model R-4D-11 rocket engines from Astrium GmbH. Ordnance was also awarded two ammunition contracts

valued at $3,600,000. The first contract, from the U.S. Army Industrial Operations Common at Rock Island, is for an additional quantity to the existing multi-year contract for the supply of 120mm M831A1 and M865 Tank Training Ammunition. The second, from the Dept. of the Army, TACOMARDEC, Picatinny Arsenal, is a $2,400,000 contract for the development and production of 6,000 rounds of 20mm XM1031 Lightweight Multi-Purpose Cartridges, 21,000 rounds of 20mm Lightweight Target Practice Cartridges, and 1,000 rounds of 20mm Inert Lightweight Cartridges. This contract is expected to be complete by Aug. 2002. 04/11/2001 On Apr. 10, 2001, Co.'s business unit, General Dynamics Communications Systems, was awarded a sole-source contract to provide Army tactical commanders with a compact, lightweight, mobile telephone switching system. The initial order for 27 systems is worth approx. $32,000,000. The contract has the potential value of $106,000,000 if options for up to 58 more systems are exercised. 04/09/2001 On Apr. 6, 2001, Co.'s unit General Dynamics Ordnance and Tactical Systems was awarded a $8,700,000 contract from The Department of the Army Headquarters, Operations Systems Command. The contract calls for the production of 904,791 rounds of the 30mm PGU-15/B Target Practice Cartridge. Work is expected to be completed by Aug. 2002. 04/02/2001

On Mar. 31, 2001, Walter M. Oliver was appointed Vice President of Human Resources, replacing W. Peter Wylie who retired. 04/02/2001 On Mar. 30, 2001, the U.S. Army Operations Support Command awarded two contract add-ons to General Dynamics Ordnance and Tactical Systems, a business unit of Co., for production of medium-caliber cartridges in support of training and operations of the U.S. Air Force, Army, Marine Corps and Navy. The first award, valued at $15,835,540, is for the production of 634,370 TP-T M793 25mm cartridges and 681,540 TPDS-T M910 25mm training cartridges. Work is expected to be completed by Aug.30, 2002. The second, valued at $9,533,837, is for production of 1,635,868 PGU- 27A/B TP/BP 20mm cartridges. Work is expected to be completed by Dec. 30, 2002. 04/02/2001 On April 2, 2001, the U.S. Army Tankautomotive and Armaments Command awarded Co.'s subsidiary, General Dynamics Land Systems, a contract to deliver 307 M1A2 Abrams upgrade tanks with the System Enhancement Package (SEP), awarding a $240,000,000 increment of the $741,000,000 contract. Contract funding will be awarded in three yearly increments with a period of performance from Aug. 2001 through Dec. 2004. This is a follow-on award to the Phase II and the Phase I. 03/30/2001

On Mar. 30, 2001, Co.'s business unit, General Dynamics Communication Systems, received a $23,400,000 modification to its multiyear Common Hardware/Software-2 (CHS-2) contract. The U.S. Army Communications Electronics Command is the contracting authority. Through the CHS-2 program, Co. provides Army and Marine Corps tactical computer users with next-generation commercial and ruggedized workstations, plus associated hardware and software.

03/28/2001 On Mar. 27, 2001, Co. sold InfoWorkSpace? to Ezenia! Inc. Ezenia! acquired all operating assets and intellectual property of InfoWorkSpace for cash and common stock totaling $21,000,000 payable in installments through 2002.

03/28/2001 On Mar. 27, 2001, CounsellorDefence Acquisitions & Logistics, Embassy of Autstralia, Washington, D.C., has awarded a $3,010,000 contract for production of MXU 4 A/A jet engine starter cartridges for the Royal Australian Air Force RF-111 jet aircraft to a business unit of Co., General Dynamics Ordnance and Tactical Systems. Work on this contract is expected to be completed in March 2003. 03/20/2001 On Mar. 19, 2001, Kenneth C. Dahlberg was named Executive Vice President of Information Systems and Technology, replacing Gordon R. England who retired.

03/19/2001

On Mar. 16, 2001, Co.'s Computing Devices Canada business unit was awarded a $37,400,000 (C$58,600,000) contract by the Canadian National Defence Ministry for the replacement of the acoustics system for the CP-140 Aurora aircraft and the analysis systems located in four ground stations in British Columbia and Nova Scotia. The contract, which is a part of the Aurora Incremental Modernization (AIM) Project, is expected to be completed in 2004. 03/09/2001 On Mar. 9, 2001, William O. Schmieder was named Vice President. 03/07/2001 On Mar. 6, 2001, Co.'s subsidiary, General Dynamics Land Systems, was awarded a United States Army Tank-Automotive and Armaments Command contract modification for $31,500,000 to assemble 135 sets of material into Abrams Integrated Management for the 21st Century (AIM XXI) tanks. Work on the firm fixed price contract will be done at Co.- operated Lima Army Tank Plant in Lima, Ohio (77%); and at Co.'s subsidiary-operated Scranton Plant in Eynon, Pennsylvania (20%), and Muskegon Plant in Muskegon, Michigan (3%). The 135 tanks are to be delivered by June 30, 2002. 03/07/2001 Co.'s Annual Meeting of Stockholders will be held on May 2, 2001.

02/28/2001

On Feb. 21, 2001, Co.'s business unit, General Dynamics Ordnance and Tactical Systems, was awarded a $3,200,000 contract add-on from the Dept. of the Army-Headquarters, Operations System Command. The contract calls for the production of 305,200 rounds of the 20mm PGU-27A/B Target Practice Cartridge and 76,300 rounds of the 20mm PGU-30A/B Target Practice-Tracer Cartridge into a Linked AA27 Configuration. 02/27/2001 On Feb. 16, 2001, Co.'s business unit, General Dynamics Ordnance and Tactical Systems, was awarded a $1,300,000 contract from the Naval Air Warfare Center Weapons Division for production of the Standoff Land Attack MissileExpanded Response warhead housing. 02/13/2001 On Feb. 13, 2001, General Dynamics Armament System, a subsidiary of Co., received a contract from the Naval Sea Systems Command valued at $29,970,403. This contract is for the production of MK 82 Mod O Aegis guided missile directors and MK 200 Mod O guided missile director controls for DDG 51 Arleigh Burke Class destroyers. Total production quantity is 27 each plus spares. Deliveries run through 2006. 01/12/2001 On Dec. 21, 2000, Co.'s business unit, General Dynamics Worldwide Telecommunication Systems, was awarded a $39,000,000contract with Saudi Aramco to engineer, furnish, and install a telecommunications system for a new gas field in Saudi Arabia. Under the

contract, Co. will design, construct and deploy a total telecommunications system for the Haradh Gas plant. 01/03/2001 On Jan. 2, 2001, Co.'s operating unit general Dynamics Electronic Systems signed a definitive agreement to sell all operating assets and intellectual property of InfoWorkSpace? to Enzenia! Inc. for cash and common stock totaling $21,000,000.00. Under the terns of the agreement, Enzenia! Inc. will acquire the InfoWorkSpace product line and employ the management team and core group of developers. The closing of the acquisition is subject to regulatory approval and customary conditions. Enzenia! Inc. expects to complete the closing in the first quarter of 2001 12/22/2000 On Dec. 21, 2000, Co.'s subsidiary, General Dynamics Bath Iron Works, was awarded a $78,000,000 costplus-award fee contract option from the U.S. Navy for Lead Yard Services on the DDG 21 Class AEGIS Destroyer Program.

11/30/2000 On Nov. 29, 2000, Co.'s subsidiary, General Dynamics American Overseas Marine, was awarded a $24,800,000 contract to operate and maintain a U.S. government-owned Maritime Prepositioning Force ship. Work is scheduled for completion by December 2005.

11/11/2000

On Nov. 9, 2000, Co. entered into a definitive agreement to acquire the outstanding shares of Primex Technologies Inc. (Primex) for a cash purchase price of $32.10 per share. In addition, Co. would assume approx. $170,000,000 of Primex's debt. The proposed acquisition,. approved by the Boards of Directors of both companies, is subject to regulatory review as well as Primex shareholder approval. 10/31/2000 On Oct. 30, 2000, Co.'s Defense Systems acquired Devcor, Inc., a provider of automotive shop management and repair data delivery software. Terms of the deal were not disclosed. 10/30/2000 On Oct. 26, 2000, Co.'s subsidiaries was awarded four U.S. Government contracts. Gulfstream Aerospace was awarded a $477,000,000 contract for delivery, maintenance and support of five modified Gulfstream V aircraft to the Dept. of Defense's regional Commander in Chief support program. General Dynamics Defense Systems was awarded a $54,000,000 contract to upgrade submarine fire control systems for both the British and U.S. Navy. The contract also includes operational support, repair and return efforts and field engineering services. General Dynamics Electric Boat was awarded a $13,700,000 contract modification for reactor-plant planning yard work. NASSCO was selected as the planning yard for maintenance and support of westcoast based U.S. Navy destroyers and cruisers through 2004.

10/20/2000 On Oct. 20, 2000, Co. was awarded an Electric Boat submarine engineering and life cycle support contract worth $48,000,000. The contract modification will provide for design, engineering, material and logistics support for the Trident program. 10/02/2000 On Sept. 29, 2000, Co.'s Electric Boat was awarded a $77,800,000 contract from Naval Sea Systems Command for Virginia-class submarine lead-yard services. 05/17/2000 Co. announced that Co. and New Colt Holding Corp. entered into a definitive agreement for Co. to acquire Saco Defense Corp. a subsidiary of New Colt Holding Corp., for an undisclosed amount of cash. The transaction, subject to regulatory approval and customary closing conditions, is expected to be completed this summer (of 2000). Saco Defense has 225 employees. Upon completion of the acquisition, Saco Defense will become part of General Dynamics Armament Systems and will be known by that name.

03/16/2000 Co. announced that the board voted to authorize Co. to repurchase in the open market up to 10 million shares of issued and outstanding stock, approximately 5% of the 200,800,000 shares outstanding.

12/14/1999

Co. announced that James E. Turner Jr will retire as President and Chief Operating Officer on Jan.15, 2000. Co. expects to name a leader of the Marine Systems Group in Jan. 2000; it does not plan to name a President.

09/10/1999 Co. announced it completed the acquisition of GTE Government Systems Corp. for $1.05 billion in cash. 08/04/1999 Co. announced that Co. and Gulfstream Aerospace Corporation completed the merger of their companies. The value of the transaction is approximately $4.8 billion, based on Co.'s July 29, 1999 closing price of $66.125 per share. Co. expects to issue approximately 72.2 million shares of stock to complete the transaction.

07/28/1999 Co. announced plans for a dramatic restructuring that would shift all parts manufacturing to outside contractors. The move, expected to be implemented next year, 2000, would result in approximately 115 more layoffs. 06/25/1999 Co. and GTE Corporation announced that they entered into a definitive agreement for Co. to acquire three units of GTE's Government Systems organization for $1.05 billion in cash. The transaction was approved by the board of directors of both companies

and is subject to normal regulatory approvals. Co. will assume no GTE debt in the transaction. The acquisition will be treated for tax and accounting purposes as an asset purchase and is expected to close within 60 days from June 22, 1999. Included in the purchase are the Communications Systems division in Taunton, MA; Worldwide Telecommunications Services in Needham Heights, MA; and Electronic Systems Division, Mountain View, CA. 03/08/1999 Co. announced in Feb. 1999, that it offered an unsolicited bid to acquire the outstanding shares of Newport News Shipbuilding for $38.50 per share. 11/14/1998 On Nov. 10, 1998, Co. completed its purchase of NASSCO Holdings Inc., the parent company of National Steel and Shipbuilding Company. The sale price was $370 million, plus the assumption of $45 million net debt. The business will be a wholly owned subsidiary of Co. 03/10/1998 Co. announced that George A. Joulwan was elected to the board of directors. His election expands the board from 9 to 10 members. 03/09/1998 In Mar. 1998, Co. authorized a twofor-one split of Co.'s common stock. The stock split will be paid as a 100% stock dividend on Apr. 3, 1998, for shareholders of record Mar. 13, 1998. 01/20/1998

Co. announced that Dr. Paul G. Kaminski was elected to the board of directors. His election expands the board from eight members to nine. Kaminski is Chairman and Chief Executive Officer of Technovation, Inc. 01/08/1998 In January 1998, the Co. and Ceridian Corp (Minneapolis, MN) announced that on December 31, 1997, General Dynamics completed the acquisition of Ceridian's Computing Devices International division. The acquisition price was $600 million in cash. The purchase price is subject to certain post-closing adjustments, which are not expected to be material. Computing Devices employs 3,300 people in facilities in Minneasota; Calgary, Alberta, and Ottawa, Ontario, Canada; Hastings, United Kingdom; and Washington, DC. 11/06/1997 In November 1997, Co. and Ceridian Corporation entered into a definitive agreement under which Co. will acquire Ceridian's Computing Devices International unit for $600 million. The transaction has been approved by the boards of both companies, and is subject to normal regulatory approvals. Co. will not assume any debt in the acquisition, which will be treated for tax purposes as an asset purchase. The transaction is expected to close by the end of the year. When the transaction closes, Computing Devices will operate as a wholly owned subsidiary of Co. 10/09/1997

On October 1, 1997, Co. purchased the Lucent Technologies' Advanced Technology Systems unit from Lucent Technologies, Murray Hill, NJ. The business will be known as General Dynamics Advanced Technology Systems.

08/11/1997 In Aug. 1997, the board elected Julius W. Becton Jr, retired US Army general, to the board, expanding the board to nine members.

07/24/1997 In July 1997, Co. announced plans to hire a total of 130 employees for the Electric Boat division at the Quonset Point Facility, North Kingston, RI. Further details are unavailable at this time. 05/20/1997 Co. said James E. Turner Jr. was elected president and chief operating officer of this defense contractor, effective June 1. Mr. Turner, an executive vice president and head of the company's Marine Group, will continue to head that group. The positions of president and chief operating officer have been vacant since 1995. The company also said vice Nicholas D. Chabraja will become chairman and chief executive officer. He succeeds James R. Mellor who is retiring but will remain a director.

03/27/1997 Raymond E. Kozen was named Vice President for Planning and Analysis, Michael J. Mancuso was named Senior Vice President and Chief Financial Officer and 01/03/1997

Co. announced that it has acquired the assets of Lockheed Martin Defense Systems and Lockheed Martin Armament Systems for $450,000,000 and assumed no debt in the transaction.

Business NAICS Primary NAICS: 336411 Aircraft Manufacturing Secondary NAICS: Other Aircraft Parts and Auxiliary 336413 Equipment Manufacturing 336611 Ship Building and - Repairing Custom Computer 541511Programming - Services Other 541519 Computer Related - Services Military Armored Vehicle, Tank, and Tank 336992 Component Manufacturing Other Ordnance and 332995 Accessories Manufacturing 517410 Satellite Telecommunications -

SIC Primary SIC: 3721 Secondary SIC: Aircraft 3728 parts and equipment, nec 3731 Ship building and - repairing 3732 Boat building and - repairing Computer 7371 programming - services Computer 7379 related services, nec Tanks 3795 and tank components Ordnance 3489 and accessories, nec Aircraft

Business Description General Dynamics is an aerospace and defense company that provides a portfolio of products and services in business aviation; combat vehicles, weapons systems and munitions; shipbuilding; and communications and information technology (IT). Co. operates

through four business groups: Aerospace, Combat Systems, Marine Systems and Information Systems and Technology. Aerospace This group designs, manufactures and outfits a family of Gulfstream business-jet aircraft, provides aircraft services (including maintenance and repair work, fixed-based operations and aircraft management services) and performs aircraft completions for aircraft produced by other original equipment manufacturers. The Gulfstream product line includes the G650 and the G280 aircraft. Combat Systems This group is engaged in the design, development, production, support and enhancement of tracked and wheeled military vehicles, weapons systems and munitions for the U.S. and its allies. The group's product lines include: wheeled combat and tactical vehicles, main battle tanks and tracked combat vehicles, munitions and propellant, rockets and gun systems, axle and drivetrain components and aftermarket parts, and support and sustainment services. Co.'s portfolio of vehicle platforms in its U.S. military vehicles business consists of wheeled combat vehicles and main battle tanks for the U.S. military, including the Stryker wheeled combat vehicle and the Abrams main battle tank.

The group's European operations provide a range of products, including military vehicles, amphibious bridge systems, artillery systems, ammunition and propellants. Key platforms include the Leopard tank, the Pizarro and Ulan tracked infantry vehicles, the Eagle wheeled vehicle, and the Piranha and Pandur wheeled armored vehicles. Complementing these combat-vehicle offerings are Combat Systems' weapons systems and munitions programs. For ground forces, the group manufactures vehicle armor, M2 heavy machine guns and MK19 and MK47 grenade launchers. For airborne platforms, the group produces weapons for many foreign customers and all U.S. fighter aircraft, including Gatling guns for fixed-wing aircraft and the Hydra-70 family of rockets. Co. is also a manufacturer and supplier of composite aircraft and ground equipment components and axles, suspensions, brakes and aftermarket parts for a variety of military and commercial customers.

Co.'s munitions portfolio covers naval, air and ground forces applications across a range of calibers and weapon platforms for the U.S. government and its allies. The group holds munitions supply for products such as large caliber tank ammunition, medium caliber ammunition, mortar and artillery projectiles, tactical missile aerostructures and high-performance warheads, military propellants and conventional bombs and bomb cases. Marine Systems

This group designs, builds and supports submarines and surface ships. Co. is a shipbuilder for the U.S. Navy. The group's portfolio of platforms and capabilities includes: nuclear-powered submarines (Virginia class and Ohio-class replacement), surface combatants (DDG-51 and DDG1000), auxiliary and combat-logistics ships (MLP and T-AKE), commercial ships (Jones Act ships), design and engineering support, and overhaul, repair and lifecycle support services.

Co.'s work for the Navy includes the construction of new ships and the design and development of platforms. The group also provides maintenance, repair and modernization services for in-service ships and maintain their relevance to the Navy's requirements. Co. is also developing technologies and naval platforms such as the development of a ballisticmissile submarine. In conjunction with these efforts, the group is participating in the design of the Common Missile Compartment under joint development for the U.S. Navy and the U.K. Royal Navy. Information Systems and Technology

This group provides technologies, products and services that support a range of government and commercial communication and information sharing and security needs.

Secure mobile communication systems - Co. designs, manufactures and delivers secure communication systems, command-and-control systems and operational hardware to customers in the U.S. Department of Defense, and the intelligence community and federal civilian and public safety agencies. The group's solutions include: fixed and mobile radio and satellite communications systems and antenna technologies; information assurance and encryption technologies, products, systems and services that ensure the security and integrity of fixed and mobile digital communications; battlespace command-and-control systems; and broadband networking. Co. also provides many of these tactical communications capabilities to non-U.S. customers, including the Canadian Department of National Defence, the U.K. Ministry of Defence and public agencies and private companies in Europe and the Middle East.

IT solutions and mission support services - Co. provides IT and support services to the U.S. defense and intelligence communities; the Departments of Homeland Security and Health and Human Services and other federal civilian agencies; and commercial and international customers. Co. supports the IT lifecycle from design and integration to operation and maintenance. Co. focuses on: mission-operations simulation and training systems and services, data center optimization and modernization, network

operations and maintenance, health IT solutions and services, and secure wireless and wire-line networks and enterprise infrastructure. Co.'s offerings include data management, analytics, fraud prevention and detection software, decision support, process automation solutions and program management solutions for deployed IT military health systems. For the Centers for Medicare and Medicaid Services, Co. is supporting the government's implementation of healthcare reform and medical benefits programs by delivering an automated Medicare claim adjudication system that manages medical and healthcare claims. Co. also provides citizen services, including support for Medicare claims, contact center services, and student loan processing and administration for the Department of Education. Intelligence, surveillance and reconnaissance systems - Co. provides mission systems development, integration and operations support to customers in the U.S. defense, intelligence and homeland security communities, and to U.S. allies. These offerings include: cyber security services and products; open-architecture mission systems; signals and information collection, processing and distribution systems; imagery solutions, sensors and cameras; and computing.

Corporate Events Earnings Announcement Data - April 24 2013 : On Apr. 24 2013, Co. announced its 1st quarter earnings before market (inferred).

Earnings Announcement Data - April 24 2013 : On Apr. 24 2013, Co. announced its 1st quarter earnings before market (tentative). Conference Call Announcements April 24 2013 : On Apr. 24 2013, Co. scheduled a conference call at 9:00 am. Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (tentative). Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (inferred). Conference Call Announcements January 23 2013 : On Jan. 23 2013, Co. scheduled a conference call at 11:30 am. Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (verified).

Textron Inc. (NYS: TXT) General Company Information


Principal Office Website 40 Westminster Street Providence, RI www.textron.com 02903 USA Phone 401 421-2800 Fax 401 421-2878 Auditor Ernst & Young LLP Primary NAICS 336411 : Aircraft Manufacturing Closing Stock Price 31.05 (as of 03/15/2013) Incorporated November 1923

Number of Employees Mergent Dividend Achiever 33,000 (Approximate Full-Time as of 12/29/2012) No Country United States Number of Shareholders 12,500 (approx.) (as of 12/29/2012)

Exchange and Ticker NYS : TXT Primary SIC 3721 : Aircraft

Annual Meeting In April

Business Summary
Textron has five segments: Cessna, which sells Citation jets, Caravan single-engine utility turboprops, singleengine piston aircraft and lift applications, and aftermarket services; Bell, which supplies military and commercial helicopters, tiltrotor aircraft, and related spare parts and services; Textron Systems, which includes unmanned aircraft systems, land and marine systems, weapons and sensors and various defense and aviation mission support products and services; Industrial, which provides fuel systems and functional components, golf, turf care and light transportation vehicles, and powered tools, testing and measurement equipment; and Finance, which is a commercial finance business.

Company Details Pricing Summary


Time Period: 1 week

Close Volume 52 Week High/Low : % Price Change (100 Days) : 200-Day Moving Avg. :

Yesterday 5 Days 30 Days 31.05 30.76 29.39 N/A 1,665,649.00 N/A N/A - N/A 30.52 N/A

Company News
8:38AM, 18 March 2013 - TEXTRON INC. : Textron to Release First Quarter Results on April 17, 2013 - 4-Traders 6:08PM, 15 March 2013 - Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Amend its Schedule of Fees - US Sec.gov 5:06PM, 14 March 2013 - Future of the US Defense Industry - Market Attractiveness, Competitive Landscape and Forecasts to 2017 - PR Newswire 2:32AM, 12 March 2013 - Bell Helicopter Steals the Show at HELIEXPO 2013 - ASD News 1:08PM, 11 March 2013 - Bell Helicopter Steals the Show at HELIEXPO 2013 Introduces New Products and Reaches Agreements to Sell 50 Helicopters - International Aviation news 5:24AM, 11 March 2013 - Small, nimble Motivo develops products, prototypes in a hurry - Automotive News 5:21PM, 8 March 2013 - 2012 Annual Report - Lockheed Martin Corporation 3:43AM, 8 March 2013 - Bell Helicopter Appoints New Russian Sales Representative: Announces Five Aircraft Purchase Agreements - FIRE News

6:26PM, 7 March 2013 - 3rd UPDATE: Navistar Names Clarke as New CEO; Cash Balance Tops Expectations - Morningstar 6:04PM, 7 March 2013 - Textron Systems Unit To Build More Mobile Strike Vehicles For Afghan National Army - Defence Daily

Corporate Events
Earnings Announcement Data - April 17 2013 : On Apr. 17 2013, Co. announced its 1st quarter earnings before market (inferred). Earnings Announcement Data - April 17 2013 : On Apr. 17 2013, Co. announced its 1st quarter earnings before market (verified). Conference Call Announcements April 17 2013 : On Apr. 17 2013, Co. scheduled a conference call at 8:00 am. Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (inferred). Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (tentative). Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (verified). Conference Call Announcements January 23 2013 : On Jan. 23 2013, Co. scheduled a conference call at 8:00 am.

Key Executives
Scott Donnelly Age Chairman,President,Chief Executive Officer 52 Salary 1,000,000

Frank Connor Age Salary Executive Vice President,Chief Financial 52 Officer 750,000 Cheryl Johnson Salary Executive Vice President 246,904 E. Lupone Age Salary Executive Vice President,Chief Compliance 52 Officer,Secretary,General 537,692 Counsel Richard Yates Age Salary Senior Vice President,Controller 61 458,160

Key Financials
(In USD as of 12/29/2012) Income Statement Revenue Net Income EPS from Continuing Operations EPS - Net Income - Diluted Revenue per Share Balance Sheet Total Assets Total Liabilities Shareholders' Equity Total Assets per Share Net Assets per Share Cash Flows Cash from Operations Cash from Investing Cash from Financing Capital Expenditures Cash Flow per Share

12,237m 589m 1.97 2 43.68 13,033m 10,042m 2,991m 48.05 11.03 927m 378m -781m 480m 3.15

Financial Highlights Financial Highlights as of 12/29/2012 in USD Income Statement (In Thousan ds) 12,237,000 1,368,000 1,053,000 589,000 43.8 1.97 2

Total Revenue EBITDA Operating Income Net Income Revenue per Share EPS from Continuing Operations EPS - Net Income - Diluted

Share Outstanding Weighted Average Shares Outstanding - Diluted Weighted Average Shares Outstanding - Basic Earnings per Share - Basic Balance Sheet

Total Assets Current Assets Total Liabilities Long Term Debt Stockholders' Equity Total Assets per Share Current Liabilities Net Assets per Share Cash Flow Statement

Cash from Operations Cash from Investing Cash from Financing Capital Expenditures Cash Flow per Share Cash & Cash Equivalents, Beginning of Year Cash & Cash Equivalents, End of Year Market Cap(mil) PE Ratio Dividend Per Share(TTM) Earning Per Share(TTM) Beta High Price Last 3 Mos. Low Price Last 3 Mos. Avg Daily Volume Last 3 Mos.

271,263 280,182 294,663 2.1 (In Thousan ds) 13,033,000 5,389,000 10,042,000 3,453,000 2,991,000 48.05 3,512,000 11.03 (In Thousan ds) 927,000 378,000 (781,000) 480,000 3.15 885,000 1,413,000 8,431 15.525 0.08 2.1 1.31 31.15 24.12 2,694,330.80

Management Effectiveness Revenue per Employee Net Income per Employee ROA % (Net) ROE % (Net) ROI % (Operating) Profitability Ratios Gross Margin Operating Margin EBITDA Margin % Calculated Tax Rate % Profit Margin (TTM) Valuation Ratios Price/Earnings (TTM) Price/Book (TTM) Price/Cash Flow(TTM) Asset Management

371,837 17,898.00 4.43 20.59 14.41 18.13 8.61 11.18 30.92 4.81 11.45 2.19 7.27

Total Asset Turnover 0.92 Receivables Turnover 14.56 Inventory Turnover 3.92 Property Plant & Equip Turnover 5.92 Cash & Equivalents Turnover 10.91 Debt Management Interest Coverage 4.97 Long Term Debt/Equity 1.15 Long Term Debt as % of Invested Capital 49.48 Total Debt/Equity 1.33 Accounts Payable Turnover 13.24 Accrued Expenses Turnover 11.31 Liquidity Indicators Quick Ratio 0.63 Current Ratio 1.53 Net Current Assets as % of Total Assets 14.4 Free Cash Flow per Share 1.6 Revenue to Assets 0.94 Consensus Estimates 2013Ae 2013Q1e 2013Q2e Earnings Per Share 2.25 0.48 0.55 Revenue 12,880.44 2,908.60 3,103.10 EBITDA 1,440.00 314.62 334.25

Property Co. maintains its principal executive offices in Providence, RI. On Dec. 29, 2012, Co. operated a total of 61 plants located throughout the U.S. and 50 plants outside the U.S. Co. owns 54 plants and leases the remainder for a total manufacturing space of approx. 20,900,000 sq. ft. Co. also owns or leases offices, warehouses, service centers and other space at various locations.

Principal Executive Offices 40 Westminster Street Providence, RI 02903 United States

Subsidiaries
SUBSIDIARY NAME PERCEN COUNTRY T OWNED

Subsidiaries Subsidiaries Avco Corporation 100% Avco Rhode Island (2002) Inc. 100% Christine Realty Co., Inc. 100% Overwatch Systems, Ltd. 100% Medical Numerics, Inc. 100% Textron Systems Corporation 100% Textron Systems Rhode Island (2001) 100% Inc. United Industrial Corporation 100% AAI Corporation 100% AAI Aerosonde Pty Ltd. 100% Aerosonde Pty Ltd. 100% AAI Services Corporation 100% ESL Defence (Holdings) Ltd. 100% ESL Defence Limited 100% Bell Helicopter Textron Inc. 100% Aeronautical Accessories, LLC 100% Bell Helicopter Rhode Island Inc. 100% Bell Helicopter Services Inc. 100% Bell Helicopter Asia (Pte) Ltd. 100% Bell Helicopter do Brasil Ltda. 99.99% Bell Helicopter India Inc. 100% Bell Helicopter Korea Inc. 100% Bell Technical Services Inc. 100% McTurbine Inc. 100% SkyBOOKS Inc. 100% Cadillac Gage Textron Inc. 100% Cessna Aircraft Company 100% Cessna Aircraft Rhode Island Inc. 100% CitationShares Sales, Inc. 100% CitationShares Management, L.L.C. 100% Greenlee Textron Inc. 100% Greenlee Plumbing Inc. 100% Kautex Inc. 100% McCord Corporation 100% Kautex of Georgia Inc. 100% Textron Airland, LLC 80.00% Textron Atlantic LLC 100% E-Z-GO Canada Limited 100% Kautex Poland Sp. z.o.o 100% Kautex Textron India Pvt. Ltd. 100% Klauke Handelsgesellschaft m.b.H. 100% Textron Acquisition Limited 100% Ransomes Investment LLC 100% Ransomes America Corporation 100% Cushman Inc. 100% Ransomes Inc. 100%

United States United States United States United States United States United States United States United States United States Australia Australia United States United Kingdom United Kingdom United States United States United States United States Singapore Brazil United States United States United States United States United States United States United States United States United States United States United States United States United States United States United States United States United States Canada Poland India Austria United Kingdom United States United States United States United States

STE Holding Inc. 100% United States Ransomes Limited 100% United Kingdom Ransomes Jacobsen Limited 100% United Kingdom Ransomes Pensions Trustee Company 100% Limited United Kingdom Ransomes Property Developments Limited 100% United Kingdom Textron Limited 100% United Kingdom Kautex Textron (UK) Limited 100% United Kingdom Textron UK Pension Trustee Ltd. 100% United Kingdom Textron International Holding, S.L. 100% Spain Bell Helicopter Supply Center B.V. 100% Netherlands Bell Helicopter Textron Canada Limited/Limitee 100% Canada Bell Helicopter Canada International Inc. 100% Canada Kautex Textron CVS Limited 100% United Kingdom Kautex Textron Iberica, S.L. 100% Spain Kautex Textron do Brasil Ltda. 99.90% Brazil Kautex Textron Portugal-Produtos Plasticos, 100% Ldas. Portugal Textron Capital B.V. 100% Netherlands Kautex Textron GmbH & Co. K.G. 94.82% Germany Gustav Klauke GmbH 94.90% Germany Kautex (Changchun) Plastics Technology 100% Co., China Ltd. (Peoples Rep. Of) Textron Germany Holding GmbH 100% Germany Kautex Corporation 100% Canada Kautex Textron Benelux B.V.B.A. 99.90% Belgium Kautex Textron Bohemia spol. s.r.o. 100% Czech Republic Kautex Textron Italia S.r.l. 95.00% Italy Kautex Japan KK 100% Japan Kautex Shanghai GmbH 100% Germany Kautex (Guangzhou) Plastic Technology 100% Co., China Ltd. (Peoples Rep. Of) Kautex (Shanghai) Plastic Products 100% Co. Ltd. China (Peoples Rep. Of) Kautex (Shanghai) Plastic Technology 100%Co., China Ltd. (Peoples Rep. Of) Kautex Textron de Mexico, S. de R.L. 99.98% de C.V. Mexico Kautex Textron Management Services 98.00% Company Mexicode Puebla, S. de R.L. de C.V. Textron China Holdings S.R.L. 99.96% Barbados Textron Trading (Shanghai) Co., Ltd. 100% China (Peoples Rep. Of) Textron France Holding S.A.R.L. 99.90% France Cessna Citation European Service Center 99.90% S.A.S. France Textron France E.U.R.L. 100% France Ransomes Jacobsen France S.A.S.100% France Textron Verwaltungs-GmbH 100% Germany Textron China Inc. 100% United States Textron Communications Inc. 100% United States Textron Far East Pte. Ltd. 100% Singapore Textron India Private Limited 99.90% India Textron Fastening Systems Inc. 100% United States Cessna Finance Export Corporation 100% United States Textron Aviation Finance Corporation 100% United States Textron Financial Corporation 100% United States Cessna Finance Corporation 100% United States Textron Financial Canada Limited 100% Canada Textron Financial Corporation Receivables 100% Trust United 2002-CP-2 States Textron Fluid and Power Inc. 100% United States Textron Global Services Inc. 100% United States

Textron International Inc. 100% United States Textron IPMP Inc. 100% United States Textron Innovations Inc. 100% United States Textron Management Services Inc. 100% United States Textron Realty Corporation 100% United States Textron Rhode Island Inc. 100% United States Textron Systems Canada Inc. 100% Canada Opto-Electronics Inc. 100% Canada TRAK International, Inc. 100% United States Turbine Engine Components Textron (Newington 100% Operations) United States Inc. Westminster Insurance Company 100% United States

Long Term Debt Dec. 29, 2012, $3,987,000,000 (including current portion of $535,000,000) comprised of: Manufacturing group: -- 01 -- $318,000,000 3.875% senior debt due 2013. -- 02 -- $210,000,000 4.50% convertible senior notes due 2013. -- 03 -- $350,000,000 6.20% senior debt due 2015. -- 04 -- $250,000,000 4.625% senior debt due 2016. -- 05 -- $350,000,000 5.60% senior debt, due 2017. -- 06 -- $250,000,000 7.25% senior debt, due 2019. -- 07 -- $242,000,000 6.625% senior debt due 2020. -- 08 -- $250,000,000 5.95% senior debt due 2021. -- 09 -- $81,000,000 other senior debt with weighted-average rate of 1.52% at Dec. 29, 2012. Finance group:

-- 10 -- $400,000,000 fixed-rate notes, weighted-average rate of 5.28% at Dec. 29, 2012, due 2013. -- 11 -- $48,000,000 variable-rate note, weighted-average rate of 1.21% at Dec. 29, 2012, due 2013. -- 12 -- $100,000,000 5.13% fixedrate note at Dec. 29, 2012, due 2014.

-- 13 -- $102,000,000 fixed-rate notes, weighted-average rate of 4.88% at Dec. 29, 2012, due 2012 to 2017. -- 14 -- $382,000,000 fixed-rate notes, weighted-average rate of 2.70% at Dec. 29, 2012, due 2015 to 2022. -- 15 -- $64,000,000 variable-rate notes, weighted-average rate of 1.09% at Dec. 29, 2012, due 2015 to 2020. -- 16 -- $282,000,000 securitized debt, weighted-average rate of 1.55% at Dec. 29, 2012. -- 17 -- $300,000,000 6% Fixed-toFloating Rate Junior Subordinated Notes . -- 18 -- $8,000,000 fair value adjustments and unamortized discount Line of Credit: Co. has a senior unsecured revolving credit facility that expires in Mar. 2015 for an aggregate principal amount of $1,000,000,000, up to $200,000,000 of which is available for the issuance of letters of credit. At Dec. 29, 2012, there were no amounts borrowed against the facility, and there were $37,000,000 of letters of credits issued against it.

For details see below.

Capital Structure Abbreviation Com.

Description Structure Type Exchange Ticker Com. Common NYS TXT

Market Cap 8,431,441,200

Business Segments Business Analysis Report Date Currency Scale Cessna Bell Textron Systems Industrial Finance Total Revenues Operating Income 12/29/201212/31/201101/01/201101/02/201001/03/200912/29/2012 USD USD USD USD USD USD Millions Millions Millions Millions Millions Millions 3,111 2,990 2,563 3,320 5,662 82 4,274 3,525 3,241 2,842 2,827 639 1,737 1,872 1,979 1,899 2,116 132 2,900 2,785 2,524 2,078 2,918 215 215 103 218 361 723 64 12,237 11,275 10,525 10,500 14,246 1,132

Geographic Analysis

Revenues Report Date Currency Scale United States Europe Canada Latin America & Mexico Asia & Australia Middle East & Africa Total 12/29/2012 USD Millions 7,586 1,655 447 893 1,264 392 12,237

Report Date Currency Scale United States Europe Canada Latin America & Mexico Asia & Australia Middle East & Africa Total

12/31/2011 USD Millions 7,138 1,577 289 820 1,032 419 11,275

Report Date Currency Scale United States Europe Canada Latin America & Mexico Asia & Australia Middle East & Africa Total

01/01/2011 USD Millions 6,688 1,448 347 815 776 451 10,525

Report Date Currency Scale United States Europe Canada Latin America & Mexico Asia & Australia Middle East & Africa Total

01/02/2010 USD Millions 6,563 1,625 344 815 553 600 10,500

Report Date Currency Scale United States Europe Canada Latin America & Mexico Asia & Australia Middle East & Africa Total

01/03/2009 USD Millions 8,821 2,613 442 1,131 754 485 14,246

Pricing Information
Closing Price As of 03/15/2013 : 31.05

Dividend Yield 0.2577

Earning Per Share(TTM) 2.1

Dividend Per Share(TTM) 0.08

Market Cap(mil) 8,431

52 Week Range N/A - N/A

PE Ratio 15.525

% Price Change (100 Days) 30.52

Company Financials
Income Statement Exchange rate used is that of the Year End reported date

Prelims Annual Income Statement Report Date Currency Audit Status 12/31/201 1 USD Not Qualified 01/01/201 1 USD Not Qualified 01/02/201 0 USD Not Qualified Yes Millions 10,500 (149) (73) 42 (31) 262.9 (0.28) 0.16 (0.12) -

Consolidated Yes Yes Scale Millions Millions Manufacturing revenues Total revenues 11,275 10,525 Special charges Operating income 591 553 Income (loss) from continuing operations before 337 income taxes 86 Income tax expense (benefit) Income (loss) from continuing operations 242 92 Income (loss) from discontinued operations, net of - income taxes Total discontinued operations, net of income tax (6) Income before extraordinary items & accounting change Extraordinary item Income (loss) before accounting changes Accounting change-postretirement benefits Cumulative effect of change in accounting principle, - net Net income (loss) 242 86 Weighted average shares outstanding-diluted 307.255 302.555 Earnings (loss) per share from continuing operations-basic Earnings (loss) per share-discontinued operation-basic Net earnings (loss) per share-basic Earnings (loss) per share from continuing operations-diluted 0.79 0.3 Earnings (loss) per share-discontinued operation-diluted (0.02) Net earnings (loss) per share-diluted 0.79 0.28 Inc from cont operations after income tax -

Balance Sheet Exchange rate used is that of the Year End reported date

Prelims Annual Balance Sheet Report Date Currency Audit Status Consolidated Scale Total assets

01/03/200 9 USD Unaudite d Yes Millions 20,020

12/29/200 7 USD Unaudite d Yes Millions 19,956

12/30/200 6 USD Unaudite d Yes Millions 17,550

Total shareholders' equity

2,366

3,507

2,649

Cash Flows Exchange rate used is that of the Year End reported date

There is no Prelims Annual financial information available for this company at present.

Ratios Exchange rate used is that of the Year End reported date

Profitability Ratios ROA % (Net) ROE % (Net) ROI % (Operating) EBITDA Margin % Calculated Tax Rate % Revenue per Employee Liquidity Ratios Quick Ratio Current Ratio Net Current Assets % TA Debt Management LT Debt to Equity Total Debt to Equity Interest Coverage Asset Management Total Asset Turnover Receivables Turnover Inventory Turnover Accounts Payable Turnover Accrued Expenses Turnover Property Plant & Equip Turnover

12/29/201 2 4.43 20.59 14.41 11.18 30.92 371,837 12/29/201 2 0.63 1.53 14.4 12/29/201 2 1.15 1.33 4.97 12/29/201 2 0.92 14.56 3.92 13.24 11.31 5.92

12/31/201 1 1.68 8.49 6.94 7.98 28.19 353,312 12/31/201 1 0.59 1.8 17.13 12/31/201 1 1.74 1.79 2.38 12/31/201 1 0.78 12.94 3.98 15.54 10.31 5.76

01/01/201 1 0.5 2.97 3.35 6.31 (6.98) 329,810 01/01/201 1 0.67 1.9 15.64 01/01/201 1 2.11 2.12 1.32 01/01/201 1 0.62 11.82 3.78 17.72 9.16 5.41

Cash & Equivalents Turnover Per Share Cash Flow per Share Book Value per Share

10.91 12/29/201 2 3.32 11.03

12.78 12/31/201 1 3.84 9.84

7.98 01/01/201 1 3.6 10.78

Executives
Officers Scott C. Donnelly Scott C. Donnelly, serves as Chairman, President and Chief Executive Officer of Textron Inc. He was elected as a Director of Textron Inc. on October 1, 2009 and was appointed as Chief Executive Officer effective as of December 1, 2009. Mr. Donnelly joined Textron Inc. in June 2008 as Executive Vice President and Chief Operating Officer and was promoted to President and Chief Operating Officer in January 2009. Previously, Mr. Donnelly was the President and Chief Executive Officer of General Electric Company's Aviation business unit, a position Mr. Donnelly had held since July 2005. GE's Aviation business unit is a $16 billion maker of commercial and military jet engines and components as well as integrated digital, electric power and mechanical systems for aircraft. Prior to July 2005, Mr. Donnelly served as Senior Vice President of GE Global Research, one of the world's largest and most diversified industrial research organizations with facilities in the U.S., India,

China and Germany and held various other management positions since joining General Electric in 1989.

Title Tenure Total Compensation Education Frank T. Connor Frank T. Connor, was appointed Executive Vice President and Chief Financial Officer of Textron Inc. on August 1, 2009. Mr. Connor joined Textron from a brief retirement after a twenty-two year career in investment banking at Goldman, Sachs & Co. His last role at Goldman, Sachs, which he left in December 2008, was as head of Telecom Investment Banking, a position he held from 2003 to 2008. Prior to that position, he served as Chief Operating Officer of Telecom, Technology and Media Investment Banking at Goldman, Sachs from 1998 to 2003. During his career at Goldman, Sachs, Connor advised companies across a wide range of industries and executed numerous public and private financings and strategic transactions. He joined the Corporate Finance Department of Goldman, Sachs in 1986, became a Vice President in 1990, a Managing Director in 1996 and a Partner in 2000. Title Tenure Total Compensation Education Cheryl H. Johnson

: : : :

Chairman 5 Age : $12,031,640 %Change : -

53 0.04

: : : :

Executive Vice President 4 Age : $4,520,117%Change : -

53 0.03

Cheryl H. Johnson, was named Executive Vice President, Human Resources of Textron Inc. in July 2012. Ms. Johnson leads Textron's worldwide human resources function as well as communications, corporate real estate, community affairs, and the company's aviation department, and serves on Textron's Executive Leadership Team. She chairs the Benefits Committee and the Charitable Contributions Committee for the company. Throughout her 15 year career at Textron, Ms. Johnson has held various human resources leadership positions across Textron's businesses. Most recently she served as director, human resources at Bell Helicopter, leading talent and organizational development. Prior to Textron, Ms. Johnson's career encompassed multi-functional experience in human resources, marketing and sales, and finance disciplines within several industries and diverse business models including Rockford, Illinois Public Schools, IBM and Hamilton Sundstrand, a United Technologies Company. Cheryl H. Johnson holds a Bachelor of Science in Operations Management and an MBA from Northern Illinois University. She also completed Textron's Executive Leadership Program at the Thunderbird School of Global Management and Textron's Growth Leadership Program at The Fisher College of Business at Ohio State University. Title : Executive Vice President

Tenure Total Compensation Education E. Robert Lupone E. Robert Lupone joined Textron in February 2012 as executive vice president, general counsel, secretary and chief compliance officer. He is responsible for Textron's legal, ethics and compliance, secretary and environmental health and safety functions. He also oversees Textron Innovations Inc., the enterprise intellectual property management and licensing organization. Lupone is a member of Textron's Executive Leadership Team. Before coming to Textron, Lupone served as senior vice president and general counsel of Siemens Corporation (U.S.) and as general counsel of Siemens AG for the Americas, overseeing its legal and compliance functions. Throughout his 20-year career at Siemens, Lupone managed a broad array of legal functions for Siemens management and operating groups, including litigation, M&A, corporate law, commercial and finance law, compliance and regulatory matters, government contracting, technology licensing, employee benefits, real estate and environmental matters. Prior to joining Siemens, Lupone was vice president and general counsel of Price Communications Corporation, and earlier in his career, an attorney specializing in mergers, acquisitions,

: : :

18 Age : $1,120,646%Change : -

and securities at the New York-based international law firms of Fried, Frank, Harris Shriver & Jacobson and Rogers & Wells. Lupone is a member of the Association of the Bar of the City of New York; American Corporate Counsel Association; American Bar Association ? Sections of Business Law, International Law, Law Department Management and Committee of Corporate General Counsel; and Council of Chief Legal Officers. He is on the Board of Visitors of Georgetown University Law Center and the Board of Advisors of the Georgetown Law Corporate Counsel Institute. He also serves on the Board of Governors of the Brown University Alumni Association and the Brown Annual Fund Leadership Council. E. Robert Lupone is a graduate of Brown University and Georgetown University Law Center. Title Tenure Total Compensation Education Richard L. Yates Richard L. Yates, has been Senior Vice President and Corporate Controller of Textron Inc. since 2004. Mr. Yates served as Textron's Acting Chief Financial Officer from February 10, 2009 through August 2, 2009. Mr. Yates served as Vice President and Corporate Controller since 1995. Prior to that, he was the Executive Vice President, Chief Financial Officer and Treasurer of Paul Revere : : : : Executive Vice President 1 Age : $4,004,542%Change : -

53 -

Insurance Group, a publicly-traded company and former subsidiary of Textron Inc. Mr. Yates received a B.S. in Accounting from Northeastern University, and attended Textron's Advanced Management Program. Title Tenure Total Compensation Education Elizabeth C. Perkins Elizabeth C. Perkins, was named Textron's Vice President and Deputy General counsel in May 2011. She is responsible for managing the Corporate legal staff with primary responsibility for overseeing all legal matters other than litigation, including mergers and acquisitions, SEC, Corporate finance, antitrust, compliance, international, intellectual property, government contracts and real estate. Perkins is a member of the enterprise-wide Legal Council and leads the Legal Council Working Group. In her previous position, Ms. Perkins was Executive Vice President and General Counsel for Textron Financial Corporation since February 2005. In that role, she led numerous legal initiatives such as Textron Financial's successful liquidation of more than $6 billion in finance receivables. Under her guidance, the Textron Financial legal team effectively executed collections, loan workouts, bankruptcies and defensive litigation for the company's diverse and multiindustry customer base. : : : : Senior Vice President 18 Age : $2,276,935%Change : -

62 -

Ms. Perkins joined Textron Financial in 1985 as a staff attorney and has held various roles of increasing responsibility throughout the organization. In 1991, she was named vice president assistant general counsel, and in 1994 she was promoted to senior vice president general counsel and served in that position until 2005. Prior to joining Textron, Perkins was with the law firm of Gaston Snow & Ely Bartlett in Boston, MA. Elizabeth C. Perkins received her B.A. in history from Brown University and her J.D. from Boston College. Ms. Perkins has completed Textron's Global Leadership program at the University of Pennsylvania's Wharton School.

Title Tenure Total Compensation Education

: : : :

Vice President 28 Age : $%Change : -

Lewis B. Campbell - Inactive (Retired) Lewis B. Campbell, was appointed as a Director of Navistar International Corp. on April 14, 2013. Mr. Campbell had been as Executive Chairman and Interim Chief Executive Officer of Navistar International Corp. (NYSE:NAV) from August 26, 2012 until April 15, 2013. Mr. Campbell has been as a Director of Bristol-Myers Squibb Co. since 1998, and its Lead Director since February 13, 2008.

Mr. Campbell is a member of The Business Council. Mr. Campbell is the retired NonExecutive Chairman of Textron Inc., a multi-industry company serving the aircraft, industrial products and components and financial industries. He served as Non-Executive Chairman of Textron from December 2009 to April 2010. Mr. Campbell served as Chairman and Chief Executive Officer of Textron from February 1999 until his retirement as Chief Executive Officer in December 2009. Mr. Campbell joined Textron Inc. in September 1992 as Executive Vice President and Chief Operating Officer, became President and Chief Operating Officer in 1994, assumed the title of Chief Executive Officer and relinquished the title of Chief Operating Officer in July 1998, assumed the title of Chairman and relinquished the title of President in 1999, reassumed the title of President in 2001 and again relinquished the title of President in January 2009. Prior to joining Textron Inc., Mr. Campbell was a Vice President of General Motors Corporation and General Manager of its GMC Truck Division. He is a former Director of Dow Jones & Co., Inc. (from 2004-2007). Mr. Campbell received his certification as a Textron Six Sigma Green Belt in March 2006. Title Tenure Total Compensation Education : : : :

21 Age : $272,857 %Change : -

67 -0.98

John A. Janitz - Inactive (Not Reported)

John A. Janitz, was a Director of Textron Inc. from 1999 to 2002. He was President and Chief Operating Officer of Textron. He joined Textron in 1996and was Chairman, President and Chief Executive Officer of Textron Automotive Company since March 1999. From 1990 to 1996, he was Executive Vice President and General Manager of TRW Inc.'s Occupant Restraint Group based in Cleveland, Ohio, a worldwide business that develops, manufactures and markets air bags, seat belts and fastening systems. Mr. Janitz is a Director of the National Association of Manufacturers and Manufacturers Alliance/MAPI and STR Holdings Inc. Prior to joining TRW, he was President of Wickes Manufacturing Company, an automotive supplier based in Southfield, Michigan. Title Tenure Total Compensation Education John D. Butler - Inactive (Retired) John D. Butler, joined Textron Inc. in July 1997 as Executive Vice President and Chief Human Resources Officer and became Executive Vice President Administration and Chief Human Resources Officer in January 1999. On June 4, 2012, Mr. Butler, the Executive Vice President Administration and Chief Human Resources Officer of Textron Inc. notified the company that he has elected to retire, effective on or about July 1, 2012. Mr. Butler received a B.S. degree as well as a Master's degree from Michigan State University. Title : : : : :

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Tenure Total Compensation Education

: : :

16 Age : $5,873,781%Change : -

65 0.3

Terrence O'Donnell - Inactive (Retired) Terrence O'Donnell, joined ePlus Inc.'s Board in November 1996 upon the completion of it's IPO. Mr. O?Donnell is a partner with the law firm of Williams & Connelly LLP in Washington D.C. Mr. O?Donnell served as Executive Vice President, General Counsel and Chief Compliance Officer of Textron, Inc. from March 2000 and Corporate Secretary from 2009, until he retired from Textron Inc. on January 31, 2012. Mr. O?Donnell has practiced law since 1977, and from 1989 to 1992 served as General Counsel to the U.S. Department of Defense. Mr. O?Donnell served on the Board of Directors and the Compensation, Nominating and Audit Committees of IGI Laboratories, Inc., an NYSE-Amex Equities company from 1993 to 2009.

Mr. O?Donnell is a 1966 graduate of the U.S. Air Force Academy and received a Juris Doctor from Georgetown University Law Center in 1971. Title Tenure Total Compensation Education : : : :

13 Age : $3,190,107%Change : -

69 0.27

Kenneth C. Bohlen - Inactive (Terminated Employment) Kenneth C. Bohlen, joined Textron Inc. in November 1999 as Senior Vice President and Chief Information Officer and became Executive Vice President and Chief Innovation Officer in April 2000. Mr.

Bohlen received his B.S. in Computer Science from Iowa State University and his M.B.A. from the University of Iowa. Title Tenure Total Compensation Education : : : : Executive Vice President 14 Age : $2,469,504%Change : -

60 -

Mary L. Howell - Inactive (Not Reported) Mary L. Howell, was elected to serve on the Board of Directors of Esterline Technologies Corporation on March 2, 2011. Ms. Howell served as the Executive Vice President Government Affairs, Strategy and Business Development, International, Communications and Investor Relations of Textron Inc. from October 2000 until her retirement in December 2009. Ms. Howell joined Textron Inc. in 1980 and became an Executive Vice President in August 1995. Ms. Howell is a Graduate of the University of Massachusetts at Amherst. She serves on two other boards: FM Global and the Atlantic Council of the United States. Title Tenure Total Compensation Education : : : : Executive Vice President 33 Age : $20,864,487 %Change : -

60 4.26

Ted R. French - Inactive (Dismissed) Ted R. French, terminated employment with Textron as Executive Vice President and Chief Financial Officer, effective February 9, 2009. Prior to joining Textron in December 2000, Mr. French served as

President, Financial Services and Chief Financial Officer for CNH Global NV, created through the 1999 merger of Case Corporation and New Holland NV. Prior to the merger, he spent 10 years with Case Corporation in various management positions. He joined Case in 1989 as Vice President of Corporate Planning and Development, where he led the development of the company's business strategy and restructuring programs. In January 1992, he was promoted to President, Financial Services and Chief Financial Officer, a title he retained after the merger with New Holland NV. From 1992 to 1994, he also served as Treasurer of Case. Previously, Mr. French spent 12 years with Rockwell International in a variety of finance, operations, strategic planning and corporate development positions, including Director of Business Development for Rockwell Automotive. Mr. French earned his B.B.A. in Economics and his M.B.A. from the University of Georgia. He is a member of the board of directors of the U.S. Chamber of Commerce, the Issuers Advisory Committee of Standard & Poors and the Editorial Advisory Board of CFO Magazine. He previously served on the advisory committee of the U.S. Export-Import Bank (EXIM). Mr. French is a certified Textron Six Sigma Green Belt. Title Tenure Total Compensation Education : : : : Executive Vice President 13 Age : $3,049,488%Change : -

58 -0.39

Steven R. Loranger - Inactive (Resigned)

Steven R. Loranger, serves as Chairman Emeritus of the Board of Directors of Xylem Inc. since November 2011. Mr. Loranger serves on the Boards of the National Air and Space Museum and the Congressional Medal of Honor Foundation and joined the Wings Club Board of Directors in November 2011. Mr. Loranger has served on the Exelis Inc. Board of Directors since October 2011. Mr. Loranger is the former Chairman, President and Chief Executive Officer of ITT, Xylem's former parent company. In addition to sharing his industry and leadership experience with our senior executives, Mr. Loranger will act as ambassador for the responsible use, and healthy return, of water in the world environment. Mr. Loranger was a member of the Business Roundtable and served on the Executive Committee of the Aerospace Industries Association Board of Governors until December 2011. Prior to ITT, Mr. Loranger served as Executive Vice President and Chief Operating Officer of Textron, Inc. from 2002 to 2004, overseeing Textron?s manufacturing businesses, including aircraft and defense, automotive, industrial products and components. From 1981 to 2002, Mr. Loranger held executive positions at Honeywell International Inc. and its predecessor company, AlliedSignal, Inc., including serving as President and Chief Executive Officer of its Engines, Systems and Services businesses.

Mr. Loranger holds a bachelor?s and master?s degree in science from the University of Colorado. Title Tenure Total Compensation Education : : : : Executive Vice President 11 Age : $2,056,967%Change : -

61 -0.58

Frederick K. Butler - Inactive (Retired) Frederick K. Butler, served as Vice President Business Ethics and Corporate Secretary of Textron Inc. since January 1999. He was responsible for all corporate secretary duties and oversees corporate compliance activities. Mr. Butler joined Textron in 1980 as a staff attorney for the corporate office and in 1984, he was named group counsel and Assistant Secretary. In 1985, he was appointed Vice President Law of Textron Investment Management Company and became Senior Vice President Law of Textron Investment Management Company in 1991. In 1992, he joined the Paul Revere Insurance Company, at that time a Textron subsidiary, as Vice President and General Counsel of Paul Revere Investment Management Corporation. He rejoined Textron Inc. in 1994 as Assistant General Counsel, was named Group General Counsel Financial Services in 1995, and Vice President and Secretary in 1997 before assuming his current position in 1999. Prior to joining Textron, Mr. Butler was an associate at the New York law firm of Dewey, Ballantine, Bushby, Palmer and Wood. He received his B.A. from Harvard University and his J.D. from Harvard Law School. He is a past participant in the Textron Executive

Development and Advanced Management Program. Title Tenure Total Compensation Education : : : : Vice President 33 Age : $%Change : -

Warren R. Lyons - Inactive (Resigned) Warren R. Lyons, served as President, Chief Executive Officer and Director of Textron Financial Corporation, from March 6, 2009 to February 2011. Mr. Lyons most recently an independent financial services consultant, managed several segments of Textron's financial services units from 1985 ? 1999. Mr. Lyons was a member of the Textron Operating Committee and also served as the Chairman and President of AVCO Financial Services, a major subsidiary of Textron which produced approximately 25% of Textron's revenues and profits at the time. Mr. Lyons led the sale of AVCO Financial Services in 1998. Mr. Lyons received his undergraduate degree in economics, an M.B.A concentrating in finance, and a law degree specializing in corporate and securities law from Stanford University.

Title Tenure Total Compensation Education

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Directors Scott C. Donnelly

Scott C. Donnelly, serves as Chairman, President and Chief Executive Officer of Textron Inc. He was elected as a Director of Textron Inc. on October 1, 2009 and was appointed as Chief Executive Officer effective as of December 1, 2009. Mr. Donnelly joined Textron Inc. in June 2008 as Executive Vice President and Chief Operating Officer and was promoted to President and Chief Operating Officer in January 2009. Previously, Mr. Donnelly was the President and Chief Executive Officer of General Electric Company's Aviation business unit, a position Mr. Donnelly had held since July 2005. GE's Aviation business unit is a $16 billion maker of commercial and military jet engines and components as well as integrated digital, electric power and mechanical systems for aircraft. Prior to July 2005, Mr. Donnelly served as Senior Vice President of GE Global Research, one of the world's largest and most diversified industrial research organizations with facilities in the U.S., India, China and Germany and held various other management positions since joining General Electric in 1989.

Title Tenure Total Compensation Education Kathleen M. Bader

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Chairman 5 Age : $12,031,640 %Change : -

53 0.04

Kathleen M. Bader, has been a Director of Tyson Foods, Inc. ("Tyson") since August 3, 2011. Ms. Bader has served on the Board of Directors of Textron Inc. since 2004.

Ms. Bader was President and Chief Executive Officer of NatureWorks LLC, which manufactures fibers and packaging materials from renewable sources, having served in that capacity from 2004 to 2006, at which time she retired. Ms. Bader also spent more than 30 years with Dow Chemical, holding various management positions in the company?s global and North American operations, including Global Business President of a $4.2 billion plastics portfolio. Ms. Bader was previously a Director for Halliburton Company. Ms. Bader also served on the President?s Homeland Security Advisory Council and recently completed an eight year term on the board for Habitat for Humanity International. Title Tenure Total Compensation Education R. Kerry Clark R. Kerry Clark, has been a Director of Avnet, Inc. since 2012. Mr. Clark joined Cardinal Health in April 2006 as President and Chief Executive Officer and became Chairman in November 2007. Mr. Clark is a Director of General Mills (since 2009) and Textron, Inc. (since 2003). Mr. Clark is also a Director of Bausch & Lomb and Hauser Capital Partners LLC. Mr. Clark served as Chairman and Chief : : : : Director 9 Age : $265,152 %Change : -

62 0.03

Executive Officer of Cardinal Health, Inc., a provider of health care products and services, until his retirement in 2009. Prior to joining Cardinal Health, he held various positions at The Procter & Gamble Company, a consumer products company, which markets consumer products in over 140 countries, including President of P&G Asia, President, Global Market Development and Business Operations, and Vice Chairman of the Board. Title Tenure Total Compensation Education James T. Conway Jame T. Conway, has served as a Director on the Board of Textron Inc. since April 2011. Mr. Conway is a retired General in the United States Marine Corps who served as the 34th Commandant of the Marine Corps from 2006 through his retirement in 2010 and conas a member of the Joint Chiefs of Staff. Prior to being named Commandant, Mr. Conway served as Director of Operations (J-3) on the Joint Chiefs of Staff. Among his previous postings were Commanding General of I Marine Expeditionary Force from 2002 through 2006, which involved two combat tours in Iraq, Commanding General of the 1st Marine Division, and President of the Marine Corps University. Title Tenure Total Compensation Education Ivor J. Evans : : : : Director 2 Age : $247,000 %Change : : : : : Director Age : $254,635 %Change : -

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65 0.08

Ivor J. Evans has served as a Director of Roadrunner Transportation Systems, Inc., since March 2005 and served as Roadrunner Transportation Systems, Inc's Chairman of the Board from July 2008 to March 2010. Mr. Evans has served as Operating Partner of HCI since March 2005. Mr. Evans also serves on the Board of Directors of Meritor, Inc., Textron Inc., Cooper Industries, Ltd., and Spirit AeroSystems Holdings, Inc. (NYSE: SPR). Mr. Evans served as a Director of both Union Pacific Corporation (NYSE: UNP) and Union Pacific Railroad from 1999 until February 2005, and as Vice Chairman of Union Pacific Railroad from January 2004 until his retirement in February 2005. From 1998 until his election as Vice Chairman, Mr. Evans served as the President and Chief Operating Officer of Union Pacific Railroad. From 1990 to 1998, Mr. Evans served in various executive positions at Emerson Electric Company.

Title Tenure Total Compensation Education Lawrence Kingsbaker Fish Lawrence K. Fish, was Chairman and Chief Executive Officer of Citizens Financial Group, Inc., a multi-state bank holding company. Mr. Fish was named Chairman, President and Chief Executive Officer upon joining the bank in 1992 and held that position until relinquishing the title of President in 2005 and the title of Chief Executive Officer in 2007 and retiring in March 2009. Mr. Fish is a

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Director 10 Age : $269,622 %Change : -

70 0

member of the Board of Trustees of Massachusetts Institute of Technology and an Overseer of the Boston Symphony Orchestra. He serves on the boards of The Brookings Institution, Tiffany & Co., and Textron Inc. Title Tenure Total Compensation Education Paul E. Gagne Paul E. Gagne, is Chairman of the Wajax Income Fund, a Canadian distributor and support service provider of mobile equipment, industrial components and power systems, a position he has held since May 2006. Mr. Gagne is a Director of Textron Inc.(since 1995), CAE Inc., Fraser Papers Inc. and Inmet Mining Corporation. Prior to assuming his current position, Mr. Gagne was President and Chief Executive Officer of Avenor Inc., a Canadian forest products company, serving in that capacity from 1991 until November 1997, when he left the company. In 1998, Mr. Gagne joined Kruger Inc., a Canadian privately held producer of paper and tissue, as a consultant in corporate strategic planning, serving in that capacity until December 2002. : : : : Director 14 Age : $235,280 %Change : -

68 -0.1

Title Tenure Total Compensation Education Dain M. Hancock

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Director 18 Age : $249,000 %Change : -

66 -0.01

Dain M. Hancock, was Executive Vice President of Lockheed Martin Corporation and President of Lockheed Martin's Aeronautics Company, and is now a consultant of Lockheed Martin Aeronautics. Lockheed Martin is principally engaged in the research, design, development, manufacture and integration of advanced technology systems, products and services. Mr. Hancock joined Lockheed Martin in 1993 as Vice President when Lockheed acquired General Dynamics Corporation's military aircraft business, with which Mr. Hancock began his industrial career. Mr. Hancock served in various key executive positions before becoming President of Lockheed Martin Tactical Aircraft Systems in 1995 and Executive Vice President of Lockheed Martin Corporation and President of the Aeronautics Company in 2000, serving in that position until he retired in January 2005. Mr. Hancock has been a Director of Textron Inc. since 2005. Title Tenure Total Compensation Education Charles D. Powell Lord Charles D. Powell, has been a Director of Caterpillar Inc. since 2001. He is Chairman of Capital Generation Partners (asset and investment management), LVMH Services Limited (luxury goods) and : : : : Director 8 Age : $249,000 %Change : -

71 0.02

Magna Holdings (real estate investment). Lord Powell is a Director of Textron Inc., Louis Vuitton Moet Hennessy ("LVMH"), Mandarin Oriental Hotel Group, Schindler Corporation, and Hong Kong Land Holdings Limited. Priorto, Lord Powell was Chairman of Sagitta Asset Management Limited (asset management). Lord Powell was Private Secretary and Advisor on foreign affairs and defense to British Prime Ministers Margaret Thatcher and John Major from 1983 to 1991. He was a Director of Yell Group Plc (2002-2009). Title Tenure Total Compensation Education James L. Ziemer James L. Ziemer, has served as a Director on the Board of Textron Inc. since March 1, 2007. He was the President and Chief Executive Officer and a director of Harley Davidson, Inc. until his retirement in April 2009. Harley Davidson, Inc. is the parent company for the group of companies doing business as Harley Davidson Motor Company, which design, manufacture and sell motorcycles and related parts and accessories, and Harley Davidson Financial Services, which provides related financing and insurance. Mr. Ziemer had been a director of Harley Davidson, Inc. since December 2004 and : : : : Director 12 Age : $244,000 %Change : -

71 -0.04

was named President and Chief Executive Officer in April 2005. He previously served as Vice President and Chief Financial Officer of Harley Davidson from December 1990 to April 2005 and President of The Harley Davidson Foundation, Inc. from 1993 to 2006. Mr. Ziemer is also a director of Thor Industries, Inc. (since 2010). Title Tenure Total Compensation Education Lloyd G. Trotter Lloyd G. Trotter, is a Managing Partner of GenNx 360, a private equity buyout firm focused on industrial business-to-business companies. Mr. Trotter is a Director of Textron Inc., Daimler A.G. and PepsiCo, Inc. Mr. Trotter was Vice Chairman of General Electric Company, a diversified technology, media and financial services company, and President and Chief Executive Officer of GE Industrial, one of GE's six principal businesses, a role he assumed in 2006 and held until his retirement in February 2008. Mr. Trotter previously was Executive Vice President of Operations of GE and, from 2004 to 2006, Mr. Trotter served as President and Chief Executive Officer of GE Consumer and Industrial, a role he assumed following the 2004 merger of GE's Consumer Products, Industrial Systems and Supply businesses. Mr. Trotter began his GE career in 1970 and held various production, technology and management positions in several GE businesses, before being named a GE Senior Vice : : : : Director 6 Age : $262,720 %Change : -

63 0.01

President and President and Chief Executive Officer of Industrial Systems in 1998. Title Tenure Total Compensation Education : : : : Director 5 Age : $228,500 %Change : -

67 -0.01

Lewis B. Campbell - Inactive (Retired) Lewis B. Campbell, was appointed as a Director of Navistar International Corp. on April 14, 2013. Mr. Campbell had been as Executive Chairman and Interim Chief Executive Officer of Navistar International Corp. (NYSE:NAV) from August 26, 2012 until April 15, 2013. Mr. Campbell has been as a Director of Bristol-Myers Squibb Co. since 1998, and its Lead Director since February 13, 2008. Mr. Campbell is a member of The Business Council. Mr. Campbell is the retired NonExecutive Chairman of Textron Inc., a multi-industry company serving the aircraft, industrial products and components and financial industries. He served as Non-Executive Chairman of Textron from December 2009 to April 2010. Mr. Campbell served as Chairman and Chief Executive Officer of Textron from February 1999 until his retirement as Chief Executive Officer in December 2009. Mr. Campbell joined Textron Inc. in September 1992 as Executive Vice President and Chief Operating Officer, became President and Chief Operating Officer in 1994, assumed the title of Chief Executive Officer and relinquished the title of Chief Operating Officer in July 1998, assumed the title of Chairman and

relinquished the title of President in 1999, reassumed the title of President in 2001 and again relinquished the title of President in January 2009. Prior to joining Textron Inc., Mr. Campbell was a Vice President of General Motors Corporation and General Manager of its GMC Truck Division. He is a former Director of Dow Jones & Co., Inc. (from 2004-2007). Mr. Campbell received his certification as a Textron Six Sigma Green Belt in March 2006. Title Tenure Total Compensation Education Joe T. Ford - Inactive (Retired) Joe T. Ford, is a partner in Westrock Capital Partners, LLC, a private investment company. Mr. Ford served as a Director of Textron Inc. from 1998 to April 24, 2012. He s also a former Director of EnPro Industries, Inc. Mr. Ford was Chairman of the Board of ALLTEL Corporation, a telecommunications company. Mr. Ford was named President of ALLTEL upon its formation in 1983 from a merger between Allied Telephone Company and MidContinent Telephone Corporation, became Chief Executive Officer in 1987, assumed the title of Chairman in 1991 and retired as the Chief Executive Officer in July 2002, and Mr. Ford retired as Chairman in November 2007. Title Tenure Total Compensation Education : : : : : : : :

21 Age : $272,857 %Change : -

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15 $70,016 -

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John A. Janitz - Inactive (Not Reported)

John A. Janitz, was a Director of Textron Inc. from 1999 to 2002. He was President and Chief Operating Officer of Textron. He joined Textron in 1996and was Chairman, President and Chief Executive Officer of Textron Automotive Company since March 1999. From 1990 to 1996, he was Executive Vice President and General Manager of TRW Inc.'s Occupant Restraint Group based in Cleveland, Ohio, a worldwide business that develops, manufactures and markets air bags, seat belts and fastening systems. Mr. Janitz is a Director of the National Association of Manufacturers and Manufacturers Alliance/MAPI and STR Holdings Inc. Prior to joining TRW, he was President of Wickes Manufacturing Company, an automotive supplier based in Southfield, Michigan. Title Tenure Total Compensation Education Brian H. Rowe - Inactive (Retired) Brian H. Rowe, served as a Director of BE Aerospace Inc., from July 1995 until his passing away on February 22, 2007. Mr. Rowe was a former Director of Textron Inc. : : : :

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Martin D. Walker - Inactive (Retired) Martin D. Walker, has been a director of Lexmark International, Inc. since February 1997. Mr. Walker retired as the Chairman of the M.A. Hanna Company in December 1999, a position he had served in on

an interim basis since October 1998. From October 1998 to June 1999, Mr. Walker also served as Chief Executive Officer of the M.A. Hanna Company on an interim basis. He had previously served as Chairman and Chief Executive Officer of the M.A. Hanna Company from September 1986 until December 1996, and continued as Chairman of the Board until June 1997 when he retired.

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Thomas B. Wheeler - Inactive (Retired) Thomas B. Wheeler, was the Chairman and Chief Executive Officer of Massachusetts Mutual Life Insurance Company, presently known as MassMutual Financial Group. Mr. Wheeler was a member of the Massachusetts Mutual field sales force from 1962 to 1983, served as Executive Vice President of Massachusetts Mutual's insurance and financial management line from 1983 to 1986, became President and Chief Operating Officer in 1987, President and Chief Executive Officer in 1988 and Chairman and Chief Executive Officer in 1996. Mr. Wheeler relinquished the title of Chief Executive Officer in January 1999 and retired as Chairman in January 2000. Mr. Wheeler served as a Director on the Board of Textron Inc. from 1993 to April 2011. Mr. Wheeler is a Director of Genworth Financial. Title Tenure : :

20

Age

76

Total Compensation Education H. Jesse Arnelle - Inactive (Retired) H. Jesse Arnelle, former Director of FPL Group, Inc. He served as a Director of Textron Inc. from 19932008. Title Tenure Total Compensation Education

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Commitees Audit Committee Dain Hancock James Ziemer Kathleen Bader Paul Gagne Compensation & Organization Committee Charles Powell Ivor Evans Lloyd Trotter Corporate Governance & Nominating Committee Kathleen Bader Lawrence Fish Lloyd Trotter Special Committee Charles Powell James Ziemer Lawrence Fish Lloyd Trotter Paul Gagne

Executive Compensation

Officers

Scott C. Donnelly
Compensation History

Year Values in USD 2012 2011 2010 Salary 1,000,000 1,000,000 1,000,000 Bonus N/A N/A N/A Stock Awards 5,982,367 5,322,686 3,836,253 Option Awards 3,057,000 2,241,217 1,741,099 Non-Equity Incentive Plan Compensation 1,187,000 1,402,800 1,767,600 Change in Pension Value & Non-Qualified Deferred 701,119 Comp. Earni 1,467,676 297,737 All Other Compensation 104,154 84,798 71,331 Total Compensation 12,031,64011,519,1778,714,020

Frank T. Connor
Compensation History Year Values in USD 2012 2011 Salary 750,000 750,000 Stock Awards 1,866,743 1,837,761 Option Awards 933,475 684,529 Non-Equity Incentive Plan Compensation 630,000 745,238 Change in Pension Value & Non-Qualified Deferred 290,799 Comp. Earni 311,045 All Other Compensation 49,100 45,160 Total Compensation as reported by Co. N/A N/A Total Compensation 4,520,117 4,373,733 2010 750,000 1,473,502 620,265 939,038 192,971 52,700 N/A 4,028,476

Cheryl H. Johnson
Compensation History Year Values in USD 2012 Salary 246,904 Stock Awards 432,817 Option Awards 45,030 Non-Equity Incentive Plan Compensation 178,000 Change in Pension Value & Non-Qualified Deferred 94,381 Comp. Earni All Other Compensation 123,514 Total Compensation 1,120,646

E. Robert Lupone
Compensation History Year Values in USD 2012 Salary 537,692 Bonus 325,000 Stock Awards 1,379,631 Option Awards 458,550 Non-Equity Incentive Plan Compensation 445,000 All Other Compensation 858,669 Total Compensation 4,004,542

Richard L. Yates
Compensation History Year Values in USD 2009 Salary 458,160 Stock Awards 612,514 Option Awards 47,081 Non-Equity Incentive Plan Compensation 460,617 Change in Pension Value & Non-Qualified Deferred 670,755 Comp. Earni All Other Compensation 27,808 Total Compensation 2,276,935

Elizabeth C. Perkins

Directors

Scott C. Donnelly
Compensation History Year Values in USD 2012 2011 2010

Salary 1,000,000 1,000,000 1,000,000 Bonus N/A N/A N/A Stock Awards 5,982,367 5,322,686 3,836,253 Option Awards 3,057,000 2,241,217 1,741,099 Non-Equity Incentive Plan Compensation 1,187,000 1,402,800 1,767,600 Change in Pension Value & Non-Qualified Deferred 701,119 Comp. Earni 1,467,676 297,737 All Other Compensation 104,154 84,798 71,331 Total Compensation 12,031,64011,519,1778,714,020

Kathleen M. Bader
Compensation History Year Values in USD 2012 2011 Other Annual Compensation/Fees 144,500 145,000 Stock Awards 100,000 100,000 Change in Pension Value & Non-Qualified Deferred N/A Comp. Earni N/A All Other Compensation 20,652 13,152 Total Compensation 265,152 258,152 2010 146,000 100,000 N/A 18,152 264,152

R. Kerry Clark
Compensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2012 128,500 100,000 26,135 254,635

James T. Conway
Compensation History Year Other Annual Compensation/Fees Values in USD 2012 144,500 2011 94,720

Stock Awards All Other Compensation Total Compensation

100,000 2,500 247,000

119,262 14,353 228,335

Ivor J. Evans
Compensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2012 144,500 100,000 25,122 269,622 2011 136,500 100,000 32,622 269,122 2010 125,500 100,000 32,622 258,122

Lawrence Kingsbaker Fish


Compensation History Year Values in USD 2012 2011 Other Annual Compensation/Fees 132,780 148,637 Stock Awards 100,000 100,000 Change in Pension Value & Non-Qualified Deferred N/A Comp. Earni N/A All Other Compensation 2,500 13,750 Total Compensation 235,280 262,387 2010 144,000 100,000 N/A 1,250 245,250

Paul E. Gagne
Compensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2012 149,000 100,000 N/A 249,000 2011 150,500 100,000 N/A 250,500 2010 165,725 100,000 N/A 265,725

Dain M. Hancock
Compensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2012 149,000 100,000 N/A 249,000 2011 143,500 100,000 N/A 243,500 2010 142,500 100,000 N/A 242,500

Charles D. Powell
Compensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2012 144,000 100,000 N/A 244,000 2011 152,863 100,000 N/A 252,863 2010 169,137 100,000 26,800 295,937

James L. Ziemer
Compensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2012 162,720 100,000 N/A 262,720 2011 161,000 100,000 N/A 261,000 2010 161,637 100,000 N/A 261,637

Lloyd G. Trotter

Compensation History Year Other Annual Compensation/Fees Stock Awards Total Compensation Values in USD 2012 128,500 100,000 228,500 2011 131,500 100,000 231,500 2010 133,000 100,000 233,000

Insider Holdings Holdings Summary Total Insiders Total Direct Shares Total Indirect Shares % Held By Insiders

22 1,095,095 108,593 0.40%

Filer's Name Johnson Cheryl H Donnelly Scott C Yates Richard L Lupone E Robert Connor Frank T Bader Kathleen M Butler John D Conway James T

Relation Direct Date Direct Shares Indirect Date Indirect Shares Executive VP, 03/01/201321,512 Human Resources 03/01/20131,414 Chairman, President 03/01/2013365,995 & CEO, Director 03/01/20133,775 Sr. VP & Controller 03/01/201338,055 03/01/2013552 EVP, General 03/01/201357,618 Counsel and Secy 03/01/2013656 Executive VP 03/01/201380,417 and CFO 03/01/20132,351 Director 11/29/20122,000 11/29/201217,407 Executive Vice 03/01/201262,703 President 03/01/201213,890 Director 04/27/20112,000 04/27/20110

Odonnell Terrence Fish Lawrence K Campbell Lewis B Howell Mary L Bohlen Kenneth C Evans Ivor J Clark R Kerry Ford Joe T French Ted R Trotter Lloyd G Ziemer James L Rowe Brian H Hancock Dain M Loranger Steven R

EVP, General 03/18/201154,247 Counsel & Secy Director 12/16/201039,000 Director 06/16/201098,681 Executive VP 12/31/200945,579 Executive VP 12/31/200947,350 Director 08/05/20087,000 Director 08/01/20087,000 Director 07/24/20089,000 Executive VP 05/13/2008136,328 and CFO Director 03/01/20082,000 Director 03/01/20071,000 Director 02/17/20066,910 Director 03/01/20051,000 EVP and COO 02/25/20049,700

03/18/201114,241 08/12/20080 06/16/201026,659 12/31/200910,134 12/31/200914,534 07/23/20030 10/22/20030 07/24/20080 05/13/20082,762 03/01/20080 03/01/20070 02/17/20060 03/01/20050 02/25/2004218

Source: J3 Information Services Group

Insider Trades 3 Months

Summary (Direct Transactions Only) 3 Months 6 Months 12 Months 24 Months Total Shares Bought 213,966 213,966 236,622 558,728 Total Buy Value 163,028 163,028 202,431 241,840 Total People Bought 5 5 5 8 Total Buy Transactions 10 10 12 25 Total Shares Sold 85,564 86,419 96,317 243,529 Total Sell Value 2,439,549 2,439,549 2,694,049 6,566,758 Total People Sold 4 5 5 6

Total Sell Transactions End Date

10 11 13 28 12/18/201209/18/201203/18/201203/18/2011

Filer's Name Johnson Cheryl H Yates Richard L Connor Frank T Donnelly Scott C Johnson Cheryl H Johnson Cheryl H Yates Richard L Yates Richard L Connor Frank T Connor Frank T Donnelly Scott C Donnelly Scott C Johnson Cheryl H Yates Richard L Lupone E Robert Connor Frank T Donnelly Scott C Yates Richard L Yates Richard L Yates Richard L

Relation Title Off - Dir - 10% Trans. Date Form Executive VP, 1 Human 0 - Resources 03/01/2013 4 Sr. VP & Controller 1 - 0 - 03/01/2013 4 Executive VP 1 and - 0CFO - 03/01/2013 4 Chairman, President 1 - 1 -& 0 CEO 3/01/2013 4 Executive VP, 1 Human 0 - Resources 03/01/2013 4 Executive VP, 1 Human 0 - Resources 03/01/2013 4 Sr. VP & Controller 1 - 0 - 03/01/2013 4 Sr. VP & Controller 1 - 0 - 03/01/2013 4 Executive VP 1 and - 0CFO - 03/01/2013 4 Executive VP 1 and - 0CFO - 03/01/2013 4 Chairman, President 1 - 1 -& 0 CEO 3/01/2013 4 Chairman, President 1 - 1 -& 0 CEO 3/01/2013 4 Executive VP, 1 Human 0 - Resources 03/01/2013 4 Sr. VP & Controller 1 - 0 - 03/01/2013 4 EVP, General 1 Counsel - 0 - 0 and 3/01/2013 Secy 4 Executive VP 1 and - 0CFO - 03/01/2013 4 Chairman, President 1 - 1 -& 0 CEO 3/01/2013 4 Sr. VP & Controller 1 - 0 - 02/01/2013 4 Sr. VP & Controller 1 - 0 - 01/28/2013 4 Sr. VP & Controller 1 - 0 - 01/28/2013 4

Action OE OE OE OE D D D D D D D D A A A A A S S OE

Price 0 0 0 0 28.47 28.47 28.47 28.47 28.47 28.47 28.47 28.47 0 0 0 0 0 28.94 28.57 20.76

Transaction Code Key :

Ownershi p Code Key : A -- UNKNOWN Acquired (added NO 06/04/2012) D - Automatic AB - Unknown Buy (added NP 02/19/2013) I - AS Automatic Sell - Options OE Exercised B - Buy PB - Private Buy D - Disposed PS - Private Sell - Initital IO Ownership S - Sell

- Direct - Indirect

Source: J3 Information Services Group

News
Recent News Recent News Headlines - Latest

TEXTRON INC. : Textron to Release First Quarter Results on April 17, 2013 4-Traders - 8:38AM, 18 March 2013

History Founded in 1923. Reincorporated in Delaware on July 31, 1967 as American Textron Inc. Name adopted on Jan. 2, 1968, upon merger of a company of the same name which was incorporated in Rhode Island, on Apr. 16, 1928, under name of Franklin Rayon Corp. as successor to Special Yarns Corp. and Franklin Rayon Yarn Dyeing Co. Name changed to Atlantic Rayon Corp. on Mar. 24, 1939. Name changed to Textron Incorporated on May 18, 1944. Name changed to Textron American, Inc. on Feb. 24, 1955, on merger of American Woolen Co. and Robbins Mills, Inc. Present name adopted on May 16, 1956. In 1965, Co. acquired certain assets of ORAG Inter AG--the Baden, Switzerland-based parent company, and the stock of four of its subsidiaries located in Denmark, Germany, Italy and France.

In Jan. 1965, Co. acquired control of Le Progres Industriel, a Belgian machine tool manufacturer; was operated as Progres Jones & Lamson, part of Waterbury Farrel machine tool Division. In July 1965, Co. sold Amsler-Morton Co., Pittsburgh to E.W. Bowman, Inc., Uniontown, PA.

In July 1965, Co. acquired the South Coast Marine Co. for the marine fittings business of Sprague Division.

In Oct. 1965, Co. acquired H.K. Porter Co.'s Patterson-Sargent paint business, Vita Var. In Jan. 1966, Co. acquired Cleveland Metal Abrasive for the Fanner Division. On Mar. 1, 1966, Co. acquired the net assets of W.A. Sheaffer Pen Co.

In May 1966, Co. sold Parkersburg Div. to Parmac, Inc. In Aug. 1966, Co. sold GC Electronics (of Textron Electronics, Inc.) to Hydrometals, Inc. In Aug. 1966, Co. sold Nuclear Metals Div. to Whittaker Corp. In Aug. 1966, Co. acquired the LPG Division of the Weatherhead Co. to operate as a unit of the Sprague division. On Sept. 1, 1966, Co. acquired the net assets of Bostitch, Inc. for 1,299,808 shares of Textron common stock on basis of 1 1/4 Textron common shares for each Bostitch class A and class B common share. In Oct. 1966, Co. sold Beacon Division to Beacon Milling Co. In Dec. 1966, Co. sold feed operation of Professional Feeds Division to the International Milling Co., retaining the corn milling plant to operate as a unit of Spencer Kellogg Division.

In Jan. 1967, Co. acquired the Thompson Grinder Company, which became a part of the Waterbury Farrel Division. On Sept. 29, 1967, Co. acquired A.P. DeSanno & Son, Inc. Both now part of Fanner Division. On Nov. 7, 1967, Co. acquired Gorham Corp. (Gorham), in exchange for 893,312 common shares at rate of 1.8 common shares for each share Gorham common.

On Jan. 1, 1968, Textron Electronics, Inc. was merged into Co.'s subsidiary, which on Jan. 2, 1968 was merged into parent, Co. On Jan. 3, 1968, Co. acquired net assets of Fafnir Bearing Co., in exchange for 3,046,388, $2.08 cumulative convertible preferred shares at rate of 1.3 preferred shares for each share Fafnir common.

On Mar. 1, 1968, Co. acquired net assets of Bridgeport Machines, Inc. and its subsidiary True-Trace Corp.

In May 1968, Co. acquired Industrial Stapling Sales, Pty., Ltd., Australia, a distributor of Co.'s Bostitch Division's product line, now operated as a subsidiary called Bostitch-Australia.

On July 15, 1968, Co. acquired net assets of Talon, Inc., in exchange for 4,844,628 shares of $1.40 convertible preferred stock, at rate of one preferred share for each common share of Talon.

On Aug. 1, 1968, Co. acquired net assets of Polaris Industries, Inc. in exchange for 216,017 common shares, at a rate 0.71 common share for each common share of Polaris.

On Feb. 22, 1969, Co. sold Caroline Foods Division to Wilson & Co., Inc.

On Apr. 18, 1969, Co. sold the Peat Manufacturing Company unit of Hall Mack Division. On Apr. 25, 1969, Co. acquired the net assets of Donahue Sales Corp. in exchange for 737,845 common shares. On May 21, 1969, Co. acquired the net assets of Ellingsworth Mfg. Co. and related companies. Mich. Fastener Co.; Ellingsworth Realty Co. and Paw-Paw Box Co. in exchange for 165,032 common shares.

In July 1969, Co. sold Sheaffer Pen de Brazil and Co.'s 57.3% ownership in Sheaffer Argentina. On Aug. 25, 1969, Co. sold FafnirINA Needle Roller Bearing Co., a unit of Fafnir Division. On Aug. 29, 1969, Co. sold the housewares segments of the Randall Division. On Apr. 27, 1970, Co. acquired Ri Ri Holding A.G., Switzerland, a manufacturer of slide fasteners. On July 2, 1970, Co. acquired Mikin Co., operated as unit of Speidel Division. On Sept. 11, 1970, Co. acquired Aero Zipp Ltd., London, a manufacturer of slide fasteners.

On Nov. 30, 1970, Co. sold American Crossarm and Conduit unit of Fanner Division. On Dec. 23, 1970, Co. acquired Calan Company, operated as unit of Speidel Division; also acquired Welsh Manufacturing Co. for 171,397 common shares. On Mar. 31, 1971, Co. acquired AutoSoler Co. through the exchange of 0.415 Co.'s common shares for each Auto-Soler common share.

On May 15, 1971, Co. acquired Adcock-Shipley Ltd., a British producer of horizontal and vertical milling machines. On May 28, 1971, Co. sold North Kansas City Corn Mill unit of Spencer Kellogg. On Sept. 8, 1971, Co. sold Aetna Bearing Co. to Katy Industries, Inc. On May 1, 1972, Co. sold MB Electronics Division. On May 18, 1972, Co. merged American Research and Development Corp. in exchange for 1,842,000 common shares. On July 31, 1972, Co. acquired E-ZGo, Nassau, operated as a unit of EZ-Go Division. On July 31, 1972, Co. acquired Valentine Holdings Australia, a manufacturer of greeting cards, business forms and computer services; operated as subsidiary of Textron Pacific Pty. Ltd. On Sept. 5, 1972, Co. acquired Nationalized by Chilean Govt.

On Nov. 30, 1972, Co. sold Gibson Electric Division of Gibson Caribe (P.R.). On Dec. 30, 1972, Co. acquired Wernicke Co. (Germany), a manufacturer of optical equipment for lens preparation; operated as subsidiary of Textron Atlantic. In Mar. 1973, Co. increased its interest from 30% to 50% in Max Co. Ltd. (Japan), a manufacturer of stapling equipment. Terms not disclosed. In July 1973, Co. acquired Security Corp., through exchange of two common shares for each shares of Security Corp. In Aug. 1973, Co. sold Lighting Circuit Division of Textron Canada, Ltd. In Oct. 1973, Co. acquired 80% interest in Sofrembal (France). In July 1974, Co. sold Paramount Die division of CWC for cash. In Oct. 1974, Co. sold Pittron division to Bucyrus-Erie Co. for cash.

In Oct. 1974, Co. acquired Zapata Haynie, Baltimore Resin Plant operated as a unit of Spencer Kellogg. In Mar. 1975, Co. sold Spectrolab Division to Hughes Aircraft. In May 1976, Co. sold LPG Division of Sprague Division to Golay & Co., Inc. In May 1976, Co. acquired Cam Cast, Inc. to be operated as a part of the CWC Castings Division.

On Jan. 17, 1977, Co.'s Townsend division acquired Sabre Saw Chain. In Mar. 1978, Co. sold Security Insurance Group to Orion Capital Corp. for $50,000,000 in cash and a $12,500,000 six year subordinated note. Co. also received 10 year warrants to purchase 600,000 shares of Orion's capital common stock at an exercise price of $10.50.

In May 1978, Co. acquired Jacobsen Manufacturing Co., a subsidiary of Allegheny Ludlum Industries Inc. for cash. In Aug. 1978, Co.'s Valentine division acquired John Sands Holding Ltd. Terms were not disclosed.

In Oct. 1978, Co. sold its WECO Division. In Dec. 1978, Co. purchased the coatings resin business of Ashland Oil for its Spencer Kellogg Division. In Mar. 1979, Co.'s Walker Parkersburg division acquired the assets of American Modular Systems Designs, Inc. In Mar. 1979, Co. sold the assets and business of the North Brunswick, NJ plant of Co.'s Patterson Sargent unit to Whittaker Corp.

On Mar. 30, 1979, Co.'s Bridgeport Machines division acquired the business and assets of Harig Products. In May 1980, Co.'s Valentine Sands division acquired Norman J. Field & Co. for $3,750,000.

On Dec. 16, 1980, Co. acquired Basic Microelectronics, Inc., which continues to operate as a standalone division. In May 1981, Co. sold the Walker Parkersburg division for approx. $18,000,000 to Butler Manufacturing Company. On June 19, 1981, Sheaffer Eaton disposed of its Camp Manufacturing Company operation to Michel, Camp Manufacturing Company.

On July 21, 1981, Co. disposed of the Polaris Unit of its Polaris E-Z-Go division to Polaris Industries, Inc., a Minnesota corporation. E-Z-Go continues as a stand-alone division of Co. On Jan. 3, 1982, Co. formed Bell Helicopter Textron and Hydraulic Research divisions into corporate subsidiaries, Bell Helicopter Textron Inc. and HR Textron Inc. On Feb. 29, 1984, Co.'s HR Textron subsidiary acquired Purolator Technologies Inc., a subsidiary of Purolator Inc. On Mar. 1, 1984, Co.'s Bridgeport Machines Division acquired McWilliams Machinery Sales, Inc., exclusive distributors of the Japax line of Electrical Discharge Machines and CAD/CAM systems in the U.S. On June 12, 1984, Co. acquired EM Systems, Inc., a manufacturer of military airborne and surface surveillance equipment. In Jan. 1985, Co. acquired Avco Corp. for $1,400,000,000.

In May 1985, Co. sold Jones & Lamson. In July 1985, Co. sold American Research & Development and Sprague Meter. In July 1985, Co. acquired the Automotive Wheel Trim Unit of Rockwell International. In Aug. 1985, Co. sold Spencer Kellogg for $57,000,000 in cash, as well as a royalty on certain products manufactured and sold by Spencer Kellogg; also, through subsidiary, acquired the hydraulic filter products business of Can Flo Corp. In Oct. 1985, Co. sold Fafnir Bearing.

In Dec. 1985, Co. closed its Basic Microelectronics unit. On Feb. 3, 1986, Co. sold of its Dalmo Victor Division for $174,000,000. On Feb. 21, 1986, Co. sold Bostitch for approx. $193,000,000. In July 1986, Co. sold Bridgeport Machines Division. In Mar. 1987, Co. sold Ex-Cell-O Packaging Systems Division to Elopak A/S. In May 1987, Co.'s Jacobsen Division acquired the inventory and equipment of Krigger & Co., Inc. In May 1987, Co. sold its J&L Metrology business to Fellows Corp.

In July 1987, Co. sold its Remex CAM Operations Division to Seymour Electronics and Automation, Inc.

In Aug. 1987, Co.'s Townsend Division sold its Roof Insulation Fastener operation to Demby Industries, Inc. In Aug. 1987, Co. sold Sheaffer Eaton writing instruments and paper products Division to Gefinor (USA) Inc. In Aug. 1987, Co. sold its Avco Electronics Division to J.M. Huber Corp. On May 12, 1988, Co.'s Camcar Division purchased the business of Rockford Headed Products, Rockford, IL. On May 13, 1988, Co. purchased certain of the assets of the Turf Business of Southern Specialty Sales Company, Inc. of New Orleans, LA.

On May 25, 1988, Co.'s subsidiary, Contractor Tool & Equipment Textron Inc., changed its name to Greenlee Textron Inc. On May 27, 1988, Co. sold its Bryant Grinder subsidiary to DPBG Corporation, which is an indirect, wholly-owned subsidiary of DACG Corporation. On June 24, 1988, Co. sold Ex-CellO Material Handlings Company to XLO Inc. and Lague Enterprises, Inc.

In July 1988, Co. sold all of the outstanding capital stock of TX Financing Corp. 29, which owns all of the issued and outstanding stock of Raycon Machine Tool Corp., to George Fischer Corp.

On Aug. 4, 1988, Jacobsen purchased certain assets of the Turf business of B. Hayman Company Inc. of Santa Fe Springs, CA.

On Oct. 5, 1988, Bell Aerospace Textron purchased certain assets and property of Incosym, Inc. of California. In Dec. 1988, the Gorham Co., Inc., Bell Halter Inc., Textron Airplane Inc. and Textron Trading Airplane Inc. and Textron trading Inc. were merged into Co. In Dec. 1988, Avco Operations Corp. & ARS Three (through) Ten Inc. were merged into Avco Corporation.

On Dec. 14, 1988, McCord Corporation sold the stock of McCord Garcia, S.A. to Mar. Carlos Garcia Lopez. In 1989, Co. acquired Avdel plc, a fastening systems manufacturing business based in England, for approx. $250,000,000. In Jan. 1989, Co. sold Gorham Division to Gorham Acquisition Corp., a wholly-owned subsidiary of Dansk International Designs, Ltd.

On Jan. 25, 1989, Co. sold the assets of the Amityville, NY branch of E-Z-Go to NorthEast Equipment Company, Inc. of Plainview, NY. On Mar. 20, 1989, Textron Canada Limited acquired the assets of TriadTriumph Limited of Etobicoke, Ontario, Canada. On Apr. 30, 1989, Co. acquired all of the outstanding capital stock of Wolverine Metal Specialties Inc. of Jackson, MI.

In July 1990, Co. spun off of HR Textron's filter and filtration systems business into a separate division called Textron Filtration Systems.

In Jan. 1991, the Cone Drive Operation, an operating unit of The North American Machine Tool operation, was established as a separate division. The remaining operations of North American Machine Tool- Micromatic, Micro-Precision, and Colonial Tool- will be called the Micromatic Division of Co. In 1992, Co. formed a joint venture, to be named Davidson Marley BV, and the manufacturing facility will be located in Born, The Netherlands. Production is expected to begin by late 1992. In the initial phase, it will employ approx. 150 workers. On Feb. 4, 1992, Co.'s wholly-owned subsidiary, Avco Financial Services, purchased substantially all of the assets of USA Financial Services, Inc., consisting principally of $340,000,000 of finance receivables, for $287,800,000 in cash. On Feb. 28, 1992, Co. acquired The Cessna Aircraft Co. from General Dynamics Corp., for $605,000,000 in cash. On May 3, 1993, Co. acquired Chrysler Corp.'s Acustar plastics operations for $139,200,000 in cash.

On Dec. 1, 1993, Co. formed an automotive division, Davidson Interiors Textron, resulting from the integration of Davidson Instrument Panel and Davidson Interior Trim. On May 18, 1994, Co. acquired Avdel plc, a British manufacturer of fastening and assembly systems for commercial and aerospace markets. Terms were not disclosed.

In Aug. 1994, Co. sold its Homelite division to Deere & Company. On Aug. 17, 1995, Textron Automotive Co. combined its Exteriors and Interiors divisions to form Textron Automotive Trim Operations. In Oct. 1995, Co. merged E.I. Textron Inc., a Textron subsidiary, into Elco Industries, Inc. in accordance with Delaware law. As a result of the merger, Elco Industries is now a wholly-owned subsidiary of Co. Prior to the merger, Co.'s subsidiary owned approx. 93% of the outstanding common stock of Elco Industries as a result of the previously completed tender offer.

On Feb. 5, 1996, Co. acquired Xact Products, Inc., a precision-formed metal parts manufacturer. Terms of the sale were not disclosed.

On Jan. 7, 1997, Co. acquired Kautex Werke Reinold Hagen AG of Bonn, Germany and the assets of its North American affiliate, Kautex North America, Inc. Terms were not disclosed.

On Mar. 27, 1997, Co. sold its 83%owned subsidiary, The Paul Revere Corporation, to Provident Companies, Inc. For its Paul Revere shares, Co. received $20 per share in cash (an aggregate of $750,000,000) and $6 per share in Provident common stock. In July 1997, Co. acquired Kaywood Products Corporation of Jackson, MI. Terms were not disclosed. The acquisition was added to CWC Textron based in Muskegon, MI.

In Dec. 1997, Co. acquired Sao Paulo, Brazil-based Brazaco Mapri Industrias, S.A.A., a maker of fasteners in South America, for R$77,910,000. Mapri's operations were combined with Rockford, ILbased Camcar Textron, a division of TFS. In Jan. 1998, Co. sold its Speidel division to Hermann Hirsch USA Inc, an affiliate of Austria-based Hirsch Armbander Ges mbh. Terms were not disclosed. In Mar. 1998, Co. acquired Germany based Sukosim Verbindungselemente Group, a $53,000,000 (DM95,400,000)-insales maker of fastening systems and components for European automotive and construction industries. In Aug. 1998, Co. acquired Datacom Technologies. Datacom became part of Greenlee Textron. In Aug. 1998, Co. acquired UK-based Midland Industrial Plastics. Terms were not disclosed. Midland Industrial Plastics combined with Textron Automotive Company's Trim division.

On Oct. 7, 1998, Co. acquired David Brown Group plc of the U.K. for approx. $326,000,000 (#195,000,000), for the entire issued capital stock of Brown, plus the assumption of debt. In Jan. 1999, Co. acquired all the assets of Business Leasing Group, a division of NationsCredit Commercial Corp. Terms were not disclosed.

On Jan. 6, 1999, Co. sold substantially all the assets of Avco Financial Services, Inc., its consumer lending operation, to Associates First Capital Corporation for $3,900,000 in cash. In May 1999, Textron Automotive formed a joint venture in Italy with Gallino Plasturgia S.r.l., a whollyowned subsidiary of BREED Technologies, Inc., and Magneti Marelli S.p.A. The joint venture, Textron Breed Automotive S.r.l., has six manufacturing and administrative facilities in Italy and manufactures automotive plastic parts, including instrument panels, bumpers, and exterior and interior trim parts for sale to original equipment manufacturers such as Fiat Auto. The automotive parts manufactured by Textron Breed Automotive will also be incorporated into interior cockpit modules assembled by a second joint venture, Magneti Marelli Integra S.p.A, between Textron Breed Automotive and Magneti Marelli.

In May 1999, Textron Fastening Systems/Tri-Star Corp., Co.'s Taiwanese joint venture with Taiwanbased San Shing Hardware Works Company, Ltd., a fastener manufacturer in Taiwan, commenced operations.

Co. hold an 80% interest in the joint venture company, which will initially manufacture bolts for the automotive, electronics and appliance industries and will, thereafter, serve as a lowcost manufacturing site for a range of TFS products. In July 1999, Co. acquired Edwards & Associates, Inc., a company engaged in the manufacture, sale and assembly of helicopter customization kits and accessories and the sale of used Bell helicopters.

In July 1999, Co. acquired RFC Capital, a revolving credit finance company serving commercial customers in the telecommunications industry. In July 1999, Co. acquired ALSTOM Gears, part of ALSTOM. Terms of the transaction were not disclosed.

In Aug. 1999, Co. acquired the assets of Aylesbury Automation Limited, a U.K.-based manufacturer of self-piercing and cold-forged rivets, and automation systems for a variety of applications including automotive and electronics.

In Oct. 1999, Co. acquired Progressive Electronics Inc. Terms of the transaction were not disclosed.

In Oct. 1999, Co. acquired AB Benzlers, a wholly owned subsidiary of Swedish multi-industry Atle Karolin Group. Co. and AB Benzlers anticipate the completion of the transaction by year end 1999,

subject to regulatory approvals and normal closing conditions. Terms of the agreement were not disclosed.

In Oct. 1999, Co. acquired the aircraft and franchise finance divisions of Green Tree Financial Servicing Corporation. In Oct. 1999, Co. acquired Progressive Manufacturing, Inc. Progressive became part of Greenlee Textron. Terms of the transaction were not disclosed. On Nov. 4, 1999, Co.'s subsidiary, Textron Financial Corp., acquired Litchfield Financial Corp. for $24.50 per share. In Dec. 1999, Co. acquired Optical Boring Company and a 70% interest in Cam Tooling LLC (to augment the 30% interest it already owned).

In Dec. 1999, Co. acquired RIFOC Corp. RIFOCS became part of Greenlee Textron. Terms of the transaction were not disclosed. In Dec. 1999, Co. acquired AB Benzlers, a Swedish manufacturer of helical, worm and environmental gears, speed reducers, screw jacks and frequency inverters, and its European, Asian and Australian distribution subsidiaries. In Dec. 1999, Co. acquired KSB Annecy SAS, a French manufacturer of pumps for the oil, gas and nuclear industries that Co. renamed David Brown Guinard Pumps SAS.

In May 2000, Co. acquired Karl Oelschlager GMBH & Co. The terms of the transaction were not disclosed.

On May 31, 2000, Co. acquired Advantage Molding and Decorating Inc. Advantage Molding & Decorating Inc. is now operating as a subsidiary of Co. The terms of the transaction were not disclosed. In July 2000, Co. invested $25,000,000 in EqualFooting.com. In Aug. 2000, Co. acquired Rego Mold & Tool, Co. Inc. In Jan. 2001, Co. acquired Tempo Research Corporation. On Aug. 31, 2001, Fastenal Company acquired certain assets of two subsidiaries of Co. On Dec. 20, 2001, Co. sold of its Automotive Trim division to Collins & Aikman Corp. , for $668,000,000 in cash, non-marketable preferred shares of Collins & Aikman valued at $147,000,000, 18,000,000 shares of Collins & Aikman common stock valued at $90,000,000 and a transfer of $60,000,000 in indebtedness. On Feb. 4, 2002, Co. sold its Gear Tools Operation to Dathan Tool & Gauge Ltd. On Dec. 26, 2002, Co. sold the Snorkel product line of its OmniQuip business unit and the capital stock of OmniQuip Textron Inc. holding company to Elwood Holdings, LLC and recognized a pre-tax loss of $20,000,000 with a tax benefit of $54,000,000. In Jan. 2003, Co. sold its 50% interest in an Italian joint venture to C&A for a $12,000,000 after-tax gain.

In 2004, Co. sold its remaining investment in Collins & Aikman Corporation common stock for cash proceeds of $34,000,000. On June 24, 2004, Co.'s subsidiary, Textron Marine & Land, was awarded a contract by the U.S. Army TankAutomotive & Armaments Command to manufacture additional Armored Security Vehicles, valued up to $20,000,000. On June 30, 2004, Co. acquired an additional 25% interest in CitationShares from TAG Aviation USA, Inc. for cash and the assumption of debt guarantees previously provided by TAG Aviation USA, Inc. On Nov. 10, 2005, Co. disposed of Peiner Umformtechink GmbH to Sundram Fasteners Ltd. for $16,600,000. On June 30, 2006, Co. acquired Electrolux Financial Corporation's dealer inventory finance business. On July 19, 2006, Co. acquired Innovative Survivability Technologies, Inc. On Aug. 11, 2006, Co. disposed of its fastening systems business to TFS Acquisition Corporation for a cash payment of $610,200,000. On Dec. 1, 2006, Co. acquired Overwatch Systems. In 2007, Co. acquired certain assets of CAV-Air LLC, Columbia Aircraft Manufacturing Corporation and Paladin Tools. CAV-Air's helicopter maintenance and service center was acquired by the Bell segment.

On Nov. 14, 2007, Co. acquired a majority ownership interest in United Industrial Corporation, a publicly held company, pursuant to a cash tender offer for $81.00 per share.

In Dec. 2007, Co. completed the acquisition and obtained 100% ownership of United Industrial Corp., for a total cost of $1,000,000,000.

On Apr. 3, 2009, Co. sold HR Textron, an operating unit previously reported within the Textron Systems segment. Co. recorded an after-tax gain of $8,000,000 and net cash proceeds of approx. $376,000,000 in 2009 in connection with this sale. In 2010, Co. acquired four companies in the Bell, Textron Systems and Industrial segments for aggregate proceeds of $57,000,000.

Historic News 10/21/2005 On Oct. 21, 2005, LaBarge, Inc. received a $1,200,000 contract from Bell Helicopter, a Co. company, to produce electronic subassemblies for the de-icing system of the V-22 Osprey, tilt rotor military aircraft. LaBarge expects to begin work on this contract at its Huntsville, AR, facility in Nov. 2005, and continue through Apr. 2007. 10/28/2004

On Oct. 28, 2004, Computer Sciences Corp. signed a 10-year agreement to provide Co. with a variety of global information technology (IT) infrastructure and network support services. Computer Sciences estimates the value of the agreement to be approx. $1,100,000,000 over the term of the contract. Under the agreement, Computer Sciences will help manage and support Co.'s global data center, technology help desk and network operations, as well as mainframe and midrange systems, desktops and engineering workstations. Under the contract, Computer Sciences will deliver a global, integrated IT infrastructure architecture, providing Co. with a consistent user environment and standardized processes across its businesses. 09/17/2004 On June 16, 2004, Herley Industries, Inc.'s New England facility was awarded a $2,300,000 contract award and a $2,300,000 option to supply microwave hardware for Co.'s enhanced Sensor Fuzed Weapon.

07/25/2003 AUTHORIZED -- $250,000,000 OUTSTANDING -- July 22, 2003, $250,000,000. DATED -- July 22, 2003 DUE -- Aug. 1, 2010 INTEREST-- F&A 1 to holders of record on J&J 15 at 4.5% per annum accruing from July 25, 2003 TRUSTEE -- Bank of New York. DENOMINATION -- Fully registered $1,000 and integral multiples thereof. CALLABLE -- As a whole or in part at any time at the option of Co., upon at least 30 but not more than 60 days notice, at the greater of (i) 100% of notes being redeemed or (ii)

the sum of the present values of the remaining scheduled payment of principal and interest discounted to the date of redemption on a semi annual basis at the treasury rate plus 20 basis points, plus in each case accrued interest to the date of redemption . SINKING FUND -- None SECURITY -- Unsecured. INDENTURED MODIFICATION -Indenture may be modified except as provided with consent of the holders not less than majority of notes outstanding. RIGHTS ON DEFAULT -- Trustee, or 25% of notes outstanding, may declare principal due and payable (30 days grace for payment of interest). PURPOSE -Proceeds will be used for general corporate purposes, including the repayment of commercial paper under existing programs. OFFERED ($250,000,000) at 99.110 (proceeds to Co. 98.485 ) on July 22, 2003 thru J.P. Morgan Securities Inc.; UBS Securities LLC.; Barclays Capital Inc.; Deutsche Bank Securities Inc.; and SG Cowen Securities Corp.

11/21/2002 AUTHORIZED -$500,000,000.OUTSTANDING -Nov. 15, 2002, $500,000,000.DATED -- Nov. 15, 2002.DUE -- Nov. 20, 2009INTEREST -- M&N 20 to holders of record on M&N 5 at 6% per annum accruing from Nov. 22, 2002TRUSTEE -- SunTrust Bank.DENOMINATION -- Fully registered, $1,000 and integral multiples thereof. CALLABLE -- As a whole or in part at any time at the option of Co., upon at least 30 but not more than 60 days notice, at the greater of (i) 100% and (ii) the sum of the present values of the remaining

scheduled payments of principal and interest discounted to the date of redemption on a semi annual basis at he treasury rate plus 35 basis points, plus in each case accrued interest to the date of redemption. Also, at the option of Co. in whole only in the event of a tax occurrence at 100%.SINKING FUND -None.SECURITY -- Unsecured. Rank equally with all other unsecured and unsubordinated indebtedness of Co. INDENTURE MODIFICATION -Indenture may be modified, except as provided, with consent of a majority of notes outstg.RIGHTS ON DEFAULT -- Trustee, or 25% of notes outstg., may declare principal due and payable (30 day's grace for payment of interest).PURPOSE -Proceeds will be used to repay commercial paper.OFFERED -($500,000,000) at 99.511 plus accrued interest (proceeds to Co., 99.111) on Nov. 15, 2002, 2002 thru Deutsche Bank Securities; JPMorgan; Banc of America Securities LLC; Fleet Securities, Inc.; HSBC; and SG Cowen.

10/10/2002 On Aug. 31, 2001, Fastenal Company acquired certain assets of two subsidiaries of Co. 06/05/2002 RATING -- A3 AUTHORIZED -$600,000,000. OUTSTANDING -May 29, 2002, $600,000,000. DATED -- May 29, 2002. DUE -- June 1, 2007. INTEREST -- J&D 1 to holders of record on M&N 15 at 5 7/8% per annum accruing from June 3, 2002. TRUSTEE -- SunTrust Bank.

DENOMINATION -- Fully registered, $1,000 and integral multiples thereof. CALLABLE -- Not callable prior to maturity unless certain events occur involving U.S. taxation. SINKING FUND -- None. SECURITY -Unsecured. Rank equally with all other unsecured and unsubordinated indebtedness of Co. INDENTURE MODIFICATION -Indenture may be modified, except as provided, with consent of a majority of notes outstg. RIGHTS ON DEFAULT -- Trustee, or 25% of notes outstg., may declare principal due and payable (30 day's grace for payment of interest). PURPOSE -- Proceeds will be used to repay commercial paper. OFFERED -- ($600,000,000) at 99.971 plus accrued interest (proceeds to Co., 99.621) on May 29, 2002 thru Barclays Capital; Merrill Lynch & Co.; Fleet Securities, Inc.; Tokyo-Mitsubishi International plc; and Wachovia Securities. 06/03/2002 RATING -- A3 AUTHORIZED -$300,000,000 OUTSTANDING -May 20, 2002, $300,000,000 DATED - May 20, 2002. DUE -- June 1, 2012 INTEREST-- J&D 1 to holders of record on M&N 15 at 6.5% per annum accruing from May 23, 2002 TRUSTEE -- Bank of New York. DENOMINATION -- Fully registered $1,000 and integral multiples thereof. CALLABLE -- As a whole or in part at any time at the option of Co., upon at least 30 but not more than 60 days notice, at the greater of (i) 100% of notes being redeemed or (ii) the

sum of the present values of the remaining scheduled payment of principal and interest discounted to the date of redemption on a semi annual basis at the treasury rate plus 25 basis points, plus in each case accrued interest to the date of redemption . SINKING FUND -- None SECURITY - Unsecured. INDENTURED MODIFICATION -- Indenture may be modified except as provided with consent of the holders not less than majority of notes outstanding. RIGHTS ON DEFAULT -- Trustee, or 25% of notes outstanding, may declare principal due and payable (30 days grace for payment of interest). PURPOSE -- Proceeds will be used for general corporate purposes, which may include repayment of short- term debt and repayment of a portion of our 6.75% Notes due Sept 15, 2002. OFFERED -- ($300,000,000) at 99.526 (proceeds to Co. 98.876) on May 29, 2002 thru Salomon Smith Barney Inc.; UBS Warburg LLC.; Banc One Capital Markets, Inc.; BNP Paribas Securities Corp.; and Credit Suisse First Boston Corp.

02/22/2002 On Feb. 4, 2002, Co. sold its Gear Tools Operation to Dathan Tool & Gauge Ltd. 12/20/2001 On Dec. 20, 2001, Co. sold its Trim division to Collins & Aikman Corp.

12/11/2001

On Dec. 3, 2001, Co. revised the terms of the sale of its Automotive Trim Division to Collins & Aikman Products Company, a subsidiary of Collins & Aikman Corp. Under the revised terms, the consideration will be approx. $735,000,000 in cash and assumed indebtedness. In addition, Co. will receive preferred shares of Collins & Aikman Products Company with a face value of $326,000,000 and 18,000,000 shares of Collins & Aikman Corp. common stock. The transaction is expected to close by Dec. 31, 2001. 11/28/2001 AUTHORIZED -- $300,000,000 OUTSTANDING -- Nov. 15, 2001, $300,000,000 DATED -- Nov. 15, 2001. DUE -- July 13, 2004 INTEREST-- M&N 15 to holders of record on M&N 1 at 6.375% per annum accruing from Nov. 20, 2001 TRUSTEE -- Bank of New York. DENOMINATION -- Fully registered $1000 and integral multiples thereof. CALLABLE -- As a whole or in part at any time at the option of Co., upon at least 30 but not more than 60 days notice, at the greater of (i) 100% of notes being redeemed or (ii) the sum of the present values of the remaining scheduled payment of principal and interest discounted to the date of redemption on a semi annual basis at the treasury rate plus 35 basis points, plus in each case accrued interest to the date of redemption . SINKING FUND -- None SECURITY -- Unsecured. INDENTURED MODIFICATION -Indenture may be modified except as provided with consent of the holders not less than majority of notes outstanding. RIGHTS ON DEFAULT - Trustee, or 25% of notes outstanding, may declare

principal due and payable (30 days grace for payment of interest). PURPOSE -- Proceeds will be used for general corporate purposes, including working capital increases, capital expenditures, and acquisition and reducing indebtedness. OFFERED -($300,000,000) at 98.599 plus accrued interest (proceeds to Co. 97.074) on Nov. 15, 2001 thru JP Morgan; Banc of America Securities LLC; Credit Suisse First Boston; Banc One Capital Markets, Inc.; Barclays Capital; Fleet Securities, Inc.; and Merrill Lynch & Co. 08/14/2001 On Aug. 13, 2001, Co. signed an agreement with Fastenal Company to sell certain assets and assume certain liabilities of its retail fastener and related hardware business, Textron Logistics Company, Elco Consumer Products, Inc. and Elco Anchor Wire, Inc. Terms of the agreement were not disclosed. 03/12/2001 Co. announced its Annual Meeting for Shareholders will be held on Apr. 25, 2001. 10/24/2000 On Oct. 24, 2000, Pacific Aerospace & Electronics, Inc. received a contract award from Co. for the manufacture of cast aluminum engine components. The order is valued at approx. $2,000,000.

07/26/2000 Co. announced that it invested $25 million in EqualFooting.com. Co.'s Chairman and Chief Executive Officer Lewis B. Campbell, will join EqualFooting.com's board of directors

05/18/2000 Co. announced that acquired Karl Oelschlager GMBH & Co. The terms of the transaction were not disclosed.

04/17/2000 Co. announced that Senior Vice President and Chief Information Officer, Kenneth Bohlen, was promoted to Eexecutive Vice President and Chief Innovation Officer. 03/20/2000 Co. announced that Terrence O'Donnell was named Vice President and General Counsel, succeeding Wayne Juchatz, who retired from Co.

01/12/2000 Co. announced the acquisition of RIFOC Corp. RIFOCS will become part of Greenlee Textron. Terms of the transaction were not disclosed. 12/06/1999 AUTH -- $600,000,000. OUTSTG -Dec. 2, 1999, $600,000,000. DATED - Dec. 2, 1999. DUE -- Dec. 9, 2004. INTEREST -- J&D 9 to holders of record on M&N 25 at 7 1/8% per annum. Interest will accrue from Dec. 9, 1999. TRUSTEE -- SunTrust Bank, Atlanta. DENOMINATION -- Fully registered, $1,000 and integral multiples thereof. CALLABLE -- Not callable prior to maturity unless certain events occur involving U.S. taxation. SINKING FUND -- None. SECURITY -Unsecured. Rank equally with all other unsecured

and unsubordinated indebtedness of Co. INDENTURE MODIFICATION -Indenture may be modified, except as provided, with consent of a majority of notes outstg. RIGHTS ON DEFAULT -- Trustee, or 25% of notes outstg., may declare principal due and payable (30 day's grace for payment of interest). PURPOSE -- Proceeds will be used to repay commercial paper. OFFERED -- ($600,000,000) at 99.496 plus accrued interest (proceeds to Co., 99.146) on Dec. 2, 1999 thru Merrill Lynch & Co.; J.P. Morgan & Co.; Banc of America Securities LLC; Chase Securities Inc.; Salomon Smith Barney; and Warburg Read LLC. 12/06/1999 AUTH -- $400,000,000. OUTSTG -Dec. 2, 1999, $400,000,000. DATED - Dec. 2, 1999. DUE -- Dec. 9, 2002. INTEREST -- MJS&D 9 to holders of record on the 15th day prior to the interest payment date. The per annum rate of interest will equal the three month LIBOR, reset quarterly, plus 35 basis points. Interest will accrue from Dec. 9, 1999. TRUSTEE -- SunTrust Bank, Atlanta. DENOMINATION -Fully registered, $1,000 and integral multiples thereof. CALLABLE -- Not callable prior to maturity unless certain events occur involving U.S. taxation. SINKING FUND -- None. SECURITY - Unsecured. Rank equally with all other unsecured and unsubordinated indebtedness of Co. INDENTURE MODIFICATION -- Indenture may be modified, except as provided, with consent of a

majority of notes outstg. RIGHTS ON DEFAULT -- Trustee, or 25% of notes outstg., may declare principal due and payable (30 day's grace for payment of interest). PURPOSE -Proceeds will be used to repay commercial paper. OFFERED -($400,000,000) at 100 plus accrued interest (proceeds to Co., 99.75) on Dec. 2, 1999 thru Merrill Lynch & Co.; J.P. Morgan & Co.; Banc of America Securities LLC; Chase Securities Inc.; Salomon Smith Barney; and Warburg Read LLC. 11/18/1999 Co. announced that Kenneth Bohlen was named Senior Vice President and Chief Information Officer.

11/12/1999 Co. announced it acquired InteSys Technologies Inc. from Berkshire Partners. Terms of the transaction were not disclosed. The acquisition also includes InteSys' 50% stake in two Brazilian joint ventures with Metagal Telecom Participacoes Ltda, which provide engineered assemblies for the telecommunications industry. 11/08/1999 Co. announced that on Nov. 4, 1999 its subsidiary, Textron Financial Corp., acquired Litchfield Financial Corp. for $24.50 per sh. 11/08/1999 Co. announced that it acquired AB Benzlers, a wholly owned subsidiary of Swedish multi-industry Atle Karolin Group. Co. and AB Benzlers anticipate the completion of the transaction by year end 1999, subject to regulatory approvals and normal closing

conditions. Terms of the agreement were not disclosed. 10/14/1999 Co. announced the acquisition of Progressive Electronics Inc. and Progressive Manufacturing, Inc. Progressive will become part of Greenlee Textron. Terms of the transaction were not disclosed. 10/07/1999 MERGER/ACQUISITION: According to published reports, Co. announced that its tender offer for shares of OmniQuip International, Inc, Port Washington, WI, common stock expired on September 24, 1999, and that approximately 93% of OmniQuip shares have been acquired pursuant to the offer. Telescope Acquisition Inc, a wholly owned subsidiary of Co., has accepted for purchase all shares validly tendered and not withdrawn prior to the expiration of this offer. Because Co. acquired more than 90% of OmniQuip's common stock, the second step of OmniQuip acquisition can occur without a meeting or vote of OmniQuip's shareholders. In the second step of the acquisition, Telescope Acquisition will be merged with and into OmniQuip, and each OmniQuip share of common stock not previosly purchased in the tender offer (other than shares owned by Co., Telescope Acquisition, OmniQuip or any direct or indirect wholly owned subsidiaries of Co. or OmniQuip, which will be canceled, and other than shares, if any, for which stockholders have properly exercised appraisal rights) will be converted to the right to receive $21 in cash, without any interest thereon.

09/29/1999 Co. announced it acquired Omniquip International Inc. for $21.00 per share. 09/16/1999 AUTH -- $500,000,000. OUTSTG -Sept. 15, 1999, $500,000,000. DATED -- Sept. 15, 1999. DUE -Sept. 15, 2002. INTEREST -- M&S 15 to holders of record on M&S 1 at 6.75% per annum, accruing from Sept. 20, 1999. TRUSTEE -- Bank of New York. DENOMINATION -Fully registered, $1,000 and integral multiples thereof. CALLABLE -- Not callable prior to maturity. SINKING FUND -- None. SECURITY -Unsecured. INDENTURE MODIFICATION -- Indenture may be modified, except as provided, with consent of a majority of notes outstg. RIGHTS ON DEFAULT -Trustee, or 25% of notes outstg., may declare principal due and payable (30 day's grace for payment of interest). PURPOSE -- Proceeds will be used for general corporate purposes, including capital expenditures, investments in subsidiaries, working capital, repurchases of outstg common shares, potential acquisitions and other business opportunities . OFFERED -- ($500,000,000) at 99.940 plus accrued interest (proceeds to Co., 99.490) on Sept. 15, 1999, thru Goldman, Sachs & Co.; Salomon Smith Barney; Chase Securities Inc.; and Warburg Dillon Read LLC. 09/10/1999

Co. announced that Textron Financial Corporation a subsidiary of Co. and Green Tree Financial Servicing Corporation a subsidiary of Conseco, Inc. entered into a definitive agreement whereby TFC will purchase Green Tree's aircraft and franchise commercial finance divisions. TFC and Green Tree expect to complete the transaction by the end of the third quarter of 1999, subject to normal closing conditions. Terms of the agreement were not disclosed. 09/07/1999 Co. announced an agreement to acquire Aylesbury Automation Limited, a $13 million subsidiary of Roxspur plc in the United Kingdom. The transaction is expected to close before the end of September 1999.

08/25/1999 Co. and OmniQuip announced that they signed a definitive merger agreement whereby Co. will acquire the entire outstanding capital stock of OmniQuip for $21 per share in a cash transaction valued at approximately $477 million including the assumption of debt. The agreement provides for an all-cash tender offer by Co. for all of OmniQuip's outstanding shares of common stock to commence within five business days of Aug. 23, 1999. The tender is expected to close by Sept. 24, 1999.

07/20/1999 AUTH--$300,000,000 OUTSTG--July 13, 1999, $300,000,000 DATED--July 13, 1999. DUE-- July 13, 2004 INTEREST--J&J 15 to holders of record on J&J 1 at 6 3/8%. TRUSTEE--Chase Manhattan Bank DENOMINATION-- Fully registered $1000 and integral multiples thereof.

CALLABLE -- As a whole or in part, at the option of Co. at any time at the greater of (i) 100% of notes being redeemed or (ii) the sum of the present values of the remaining scheduled payment of principal and interest discounted to the date of redemption on a semi annual basis at the treasury rate plus 15 basis points, plus in each case accrued interest to the date of redemption . SINKING FUND--None SECURITY-Unsecured. INDENTURED MODIFICATION--Indenture may be modified except as provided with consent of the holders not less than majority of notes outstanding. RIGHTS ON DEFAULT--Trustee, or 25% of notes outstanding, may declare principal due and payable (30 days grace for payment of interest). PURPOSE-Proceeds will be used for general corporate purposes, including working capital increases, capital expenditures, and acquisition and reducing indebtedness. OFFERED-($300,000,000) at 99.474 plus accrued interest (proceeds to Company 98.874) on July 13, 1999 thru J.P. Morgan & Co; Morgan Stanley Dean Witter; Banc of America Securities LLC; Deutsche Banc Alex Brown; Lehman Brothers. 07/08/1999 Co. announced the acquisition of UKbased ALSTOM Gears, part of ALSTOM. Terms of the transaction were not disclosed 06/30/1999

Co. announced the acquisitions of Energy Mfg. Co. Inc. and Williams Machine and Tool Co. The two companies will be integrated with Textron's Motion Control Products businesses, part of the Fluid & Power Systems Group. Terms were not disclosed. 04/13/1999 Co. announced the acquisition of LCI Corporation International's Fluid Systems Division. FSD will become part of Co.'s Fluid Handling Products, a business unit of Co.'s Fluid & Power Systems Group.

03/22/1999 Co. named John A. Janitz President and Chief Operating Officer. He succeeds Herbert Henkel who left to pursue other interests.

03/09/1999 Co. named Robert L. Henkel as President, Chief Operating Officer and director. 01/15/1999 In Jan. 1999, Co. acquired all the assets of Business Leasing Group, a division of NationsCredit Commercial Corp. Terms were not disclosed.

01/07/1999 In Jan. 1999, Co. announced that Associates First Capital Corporation, completed its acquisition of Avco Financial Services Inc., for $3.9 billion. The associates agreed in Aug. 1998, to acquire Avco, a wholly owned subsidiary of Co.

12/04/1998

Co. announced that James F. Hardymon, Chairman, will retire on Jan. 31, 1999. He will be succeeded by Lewis B. Campbell, President and Chief Executive Officer.

11/06/1998 In Oct. 1998, Co. announced that it completed the acquisition of David Brown Group plc of the United Kingdom for approximately $326 million (195 million pounds sterling), for the entire issued capital stock of Brown, plus the assumption of debt.

10/21/1998 In Sept. 1998, Co. and David Brown Group plc, United Kingdom, announced an agreement on the terms of Co.'s offer to acquire the entire issued capital stock of David Brown for approximately $326 million, plus the assumption of debt. Subject to acceptance of 90% of David Brown's ordinary shares and certain regulatory clearances, the transaction is targeted for completion early in the fourth quarter 1998. 09/02/1998 In Aug. 1998, Co. announced that it acquired UK-based Midland Industrial Plastics. Terms were not disclosed. Midland Industrial Plastics will be combined with Textron Automotive Company's Trim division.

08/25/1998 In Aug. 1998, Co. announced the acquisition of Datacom Technologies. Datacom will become part of Greenlee Textron. 06/25/1998

In June 1998, Woodward Governor Company announced the completion of its acquisition of the Fuel Systems subsidiary of Co.; Fuel Systems Textron will be renamed Fuel Spray Technologies and operate as part of Woodward's Aircraft Engine Systems Group. 06/09/1998 In June 1998, Co. and Woodward Governor Company announced a definitive agreement under which Woodward will purchase Co.'s Fuel Systems subsidiary for $160 million in cash. The transaction, which is subject to the Hart-Scott-Rodino Act, is expected to be completed by the end of June 1998. Woodward plans to finance the acquisition with a bank line of credit.

06/01/1998 In May 1998, Co. announced it will acquire Peiner Umformtechnik GmbH, a German based company with approximately $50 million. Terms were not disclosed. 05/11/1998 In May 1998, Co. announced that it will merge its North American automotive fastener operations with Ring Screw Works. Terms were not disclosed. 04/16/1998 Co. announced that Lewis Campbell, President and COO, was named CEO effective July 1, 1998. He will succeed James Hardymon, who will remain Chairman until retiring at the end of 1999.

04/06/1998

In Mar. 1998, Co. acquired Germany based Sukosim Verbindungselemente Group, a $53 million (DM95.4 million)-in- sales maker of fastening systems and components for European automotive and construction industries. 03/09/1998 Co. announced Lewis B. Campbell, President and COO, to become CEO on July 1, 1998, succeeding James F. Hardymon, who will remain Chairman of the Board, until his retirement at year end 1999.

02/04/1998 In Feb. 1998, Co. completed the acquisition of Ransomes PLC of the UK for approximately $230 million for the entire issued capital stock of Ransomes, plus the assumption of debt. 01/08/1998 In January 1998, the Co. announced that it has completed the sale of its Speidel division (Providence, RI) to Hermann Hirsch USA Inc, an affiliate of Austria-based Hirsch Armbander Ges mbh. Terms were not disclosed.

12/09/1997 In Dec. 1997, Co. announced it acquired Sao Paulo, Brazil- based Brazaco Mapri Industrias, S.AA., a maker of fasteners in South America, for Real 77.91 million ($70 million). Mapri's operations will be combined with Rockford, IL-based Camcar Textron, a division of TFS. 11/20/1997

RATING -- A3 AUTH -$200,000,000. OUTSTG -- Nov. 18, 1997, $200,000,000. DATED -- Nov 18, 1997. DUE -- Nov. 15, 2007. INTEREST -- M&N 15 to holders of record on M&N 1 at 6 5/8%. TRUSTEE -- Chase Manhattan Bank. DENOMINATION -- Fully registered, $1,000 and integral multiples thereof. CALLABLE -- Not callable prior to maturity SINKING FUND -- None. SECURITY -- Unsecured. INDENTURE MODIFICATION -Indenture may be modified, except as provided, with consent of a majority of notes outstg. RIGHTS ON DEFAULT -- Trustee, or 25% of notes outstg., may declare principal due and payable (30 day's grace for payment of interest). PURPOSE -- Proceeds will be used to repay commercial paper. OFFERED -- ($200,000,000) at 100 plus accrued interest (proceeds to Co., 99.350) on Nov. 18, 1997 thru Salomon Brothers Inc.; Merrill Lynch & Co.; Morgan Stanley Dean Witter; Painewebber Inc.; and Smith Barney Inc. 09/17/1997 In Sep. 1997, Co. acquired the General Rubber Goods division of Pirelli Tyres Limited (Buron-on-Trent, England). Terms were not disclosed.

07/31/1997 In July 1997, the Co. announced the acquisition of Kaywood Products Corporation of Jackson, MI. Terms were not disclosed. The acquisition will be added to CWC Textron based in Muskegon, MI. 07/08/1997 According to published reports, Textron Inc. acquired Burkland Inc, Goodrich, MI. Terms were not disclosed.

06/26/1997 According to published reports, William F. Wayland has retired as executive vice president and chief of human resources, effective July 1, 1997. 06/26/1997 According to published reports, Textron Inc (Providence, RI) and Hermann Hirsch USA Inc (Klagenfurt, Austria), have entered into a definitive agreement under which Hirsch will purchase Textron's Spiedel division (Providence, RI). The transaction is expected to close on December 31, 1997. Terms of the transaction were not disclosed. Hirsch plans to keep Speidel's existing manufacturing facilities in Providence upon completion of the sale.

06/25/1997 In June 1997,according to published reports, John D Butler has been named executive vice president and chief human resources officer.

04/18/1997 Provident Companies, Inc. announced the completion of its acquisition of Paul Revere Corporation. Paul Revere will become a wholly owned subsidiary of Provident Companies, Inc. Co. which owns approximately 83.3% of Paul Revere's 45 million outstanding common shares, will receive $20.00 in cash and 0.1578 shares of Provident common stock for each Paul Revere share. 11/19/1996

On April 29, 1996, Co. announced that The Paul Revere Corporation, an 83.3% owned subsidiary, had entered into an agreement with Provident Companies, Inc. whereby Provident will acquire all of the outstanding shares of Paul Revere's common stock. For its Paul Revere shares, Co. would receive approximately $20 per share in cash and $6 per share in Provident common stock. (The number of shares of Provident common stock to be received will be determined in accordance with an exchange ratio based upon closing prices of Provident common stock prior to the closing of the transaction, subject to certain limitations.) On November 6, 1996, Co. announced certain modifications to this agreement. Based on the $41 5/8 closing price of Provident's stock on November 8, 1996, Co. would own approximately 5.9 million of Provident shares had the closing occurred on that date. Under the revised agreement, Co. agreed to provide additional capital to Paul Revere, the amount of which will depend upon a final determination of the required levels of Paul Revere's statutory reserves, subject to certain limits. Co. also agreed to grant certain other concessions to Provident. The transaction remains subject to the regulatory review process relating to the joint proxy/prospectus being prepared for the required vote of the shareholders of Provident and Paul Revere, and remains subject to the approval of the Commonwealth of Massachusetts Division of Insurance. The transaction is targeted to close early in the first quarter of 1997.

Business NAICS Primary NAICS: 336411 Aircraft Manufacturing -

Secondary NAICS: Industrial Machinery and Equipment 423830 Merchant Wholesalers Other Aircraft Parts and Auxiliary 336413 Equipment Manufacturing Aircraft Engine and 336412 Engine Parts Manufacturing vigation, Guidance, Aeronautical, and Nautical System 334511 and Instrument Manufacturing 326160 Plastics Bottle Manufacturing Hand332212 and Edge Tool Manufacturing -

SIC Primary SIC: 3721 Aircraft

Secondary SIC: Industrial 5084 machinery and - equipment Aircraft 3728 parts and equipment, nec Aircraft 3724 engines and engine parts Misc. 6159 business credit - institutions Search 3812 and navigation - equipment 3085 Plastics bottles 3423 Hand and edge - tools, nec

Business Description Textron conducts its business through five operating segments: Cessna, Bell, Textron Systems, and Industrial, which represent its manufacturing businesses; and Finance, which represents its finance business. Cessna Cessna is an aviation company with two principal lines of business: aircraft sales and aftermarket services. Aircraft sales include Citation jets, Caravan single-engine utility turboprops, single-engine piston aircraft and lift applications by

CitationAir. Aftermarket services include parts, maintenance, inspection and repair services. The family of jets produced by Cessna includes the Mustang, Citation CJ2+, Citation CJ3, Citation CJ4, Citation XLS+, Citation Sovereign and Citation X. The Cessna Caravan is an utility turboprop. Caravans are used in the U.S. primarily for overnight express package shipments and for personal transportation. International uses of Caravans include humanitarian flights, tourism and freight transport. Cessna also provides a single-engine piston product line, which includes the Skycatcher, Skyhawk SP, Skylane, Stationair and the Corvalis TTX. The Citation family of aircraft is supported by Citation Service Centers owned or operated by Cessna, two of which are co-located with Bell Helicopter, along with authorized independent service stations and centers. Cessna-owned Service Centers provide customers with service and maintenance. Cessna also provides parts support for Citation aircraft. Cessna provides a range of service options for Citation aircraft, known as SERVICEDIRECT, which delivers service capabilities to customer locations with a Mobile Service Unit fleet of vehicles in the U.S., Canada and Europe. Cessna Caravan and single-engine piston customers receive product support through independently owned service stations and parts support through Cessna. CitationAir provides a range of private aviation lift applications, including Jet Charter, Jet Management and Corporate Solutions throughout the contiguous U.S. and in Canada, Mexico, the Caribbean, the Bahamas and Bermuda.

Bell Bell Helicopter is a supplier of military and commercial helicopters, tiltrotor aircraft, and related spare parts and services. Bell supplies military helicopters and support to the U.S. Government and to military customers outside the U.S. Bell's primary U.S. Government programs are the V-22 tiltrotor aircraft and the H-1 helicopters. Through its alliance with The Boeing Company, Bell produces and supports the V-22 tiltrotor aircraft for the U.S. Department of Defense. The U.S. Marine Corps H-1 helicopter program includes a utility model and an attack model, the UH1Y and the AH-1Z, respectively. Bell also supports the OH-58D Kiowa Warrior helicopter. Through its commercial business, Bell is a supplier of commercially certified helicopters and support to corporate, offshore petroleum exploration and development, utility, charter, police, fire, rescue, emergency medical helicopter operators and foreign governments. Bell produces a range of commercial aircraft types, including light single- and twin-engine helicopters and medium twin-engine helicopters, along with other related products. The helicopters provided by Bell for commercial applications include the 206L-4, 407, 407GX, 412, 429 and Huey II. Bell provides post-sale support and service through a network of Bell-operated service sites, service facilities colocated with Cessna, independent service centers and supply centers. These service sites provide a range of logistics support, including parts, support equipment, technical data,

training devices, pilot and maintenance training, component repair and overhaul, engine repair and overhaul, aircraft modifications, aircraft customizing, accessory manufacturing, contractor maintenance, field service and product support engineering. Textron Systems Textron Systems' product lines consist of unmanned aircraft systems, land and marine systems, weapons and sensors and a range of defense and aviation mission support products and services. Textron Systems is a supplier to the defense, aerospace, homeland security and aviation markets. This segment sells the majority of its products to U.S. Government customers, it also sells products to customers outside the U.S. through foreign military sales sponsored by the U.S. Government and through commercial sales channels. Textron Systems' product lines consist of: Unmanned Aircraft Systems (UAS) UAS consists of the AAI UAS and AAI Logistics & Technical Services businesses. AAI UAS's unmanned aircraft and interoperable command and control technologies provide situational awareness and actionable intelligence for users. AAI Logistics & Technical Services provides logistical support for various unmanned aircraft systems as well as training and supply chain services to government and commercial customers.

Land and Marine Systems - The Land and Marine Systems business is operated as Textron Marine & Land Systems (TMLS). TMLS is engaged in the design, production and support of armored vehicles, turrets and related subsystems as well as marine craft. TMLS produces a family of mobile, protective vehicles for the U.S. Army and international allies. Weapons and Sensors - The Weapons and Sensors business is operated as Textron Defense Systems (TDS). This business consists of: weapons; airborne and ground-based sensors and surveillance systems; and protection systems for the defense, aerospace and homeland security communities. TDS is the U.S. Air Force's contractor for the Sensor Fuzed Weapon and the U.S. Army's provider for networked munitions systems.

Mission Support and Other - Mission Support and Other includes three businesses: AAI Test & Training, Lycoming and Textron Systems Advanced Systems. AAI Test & Training provides training and simulation systems and automated aircraft test and maintenance equipment. Lycoming focuses in the engineering, manufacture, service and support of piston aircraft engines for the aviation and remotely piloted aircraft markets. Textron Systems Advanced Systems provides software applications for U.S. and international

defense, intelligence and law enforcement communities, through its Overwatch business. Industrial

This segment designs and manufactures a range of products under three principal product lines, which consist of: Fuel Systems and Functional Components - Co.'s Fuel Systems and Functional Components product line is operated by its Kautex business unit. Kautex is a developer and manufacturer of blow-molded plastic fuel systems for cars, light trucks, all-terrain vehicles, windshield and headlamp washer systems for automobiles and catalytic reduction systems used to reduce emissions from diesel engines. Kautex serves the automobile market. In addition, Kautex produces cast iron engine camshafts. Kautex also develops and produces plastic bottles and containers for food, household, laboratory and industrial uses.

Golf, Turf Care and Light Transportation Vehicles - Co.'s Golf, Turf Care and Light Transportation Vehicles product line includes the products designed, manufactured and sold by its E-Z-GO and Jacobsen business units. E-Z-GO designs, manufactures and sells golf cars, off-road utility vehicles and light transportation vehicles under the E-Z-GO, Cushman and Bad Boy Buggies brand names. E-ZGO also manufactures and sells models powered by internal combustion engines. E-Z-GO's customer base includes golf

courses and resorts, government agencies and municipalities, consumers, and commercial and industrial users such as factories, warehouses, airports and educational and corporate campuses. Jacobsen designs, manufactures and sells turfmaintenance equipment, as well as turf-care vehicles. Brand names include Ransomes, Jacobsen and Cushman. Jacobsen's customers include golf courses, resort communities, sporting venues and municipalities.

Powered Tools, Testing and Measurement Equipment - Co.'s Greenlee business unit designs and manufactures powered equipment, electrical test and measurement instruments, mechanical and hydraulic tools, cable connectors, and fiber optic assemblies under the Greenlee, Klauke, Paladin Tools and Tempo brand names. These products are used principally in the construction, maintenance, telecommunications, data communications, utility and plumbing industries. Through joint ventures in North America and China, Greenlee also sells its products to the plumbing, industrial manufacturing and related industries.

Finance This segment is a commercial finance business that consists of Textron Financial Corporation and its consolidated subsidiaries, along with three other finance subsidiaries owned by Co. This segment originates customer relationships and finance

receivables in the captive finance business, which provides financing primarily for Cessna aircraft and Bell helicopters and, to a limited extent, for E-Z-GO and Jacobsen equipment. Co. also provides financing to purchasers of pre-owned Cessna aircraft and Bell helicopters on a limited basis. The trademarks, trade names and service marks of Co., its subsidiaries, affiliates or joint ventures include: Aeronautical Accessories; AAI; ACAlert; Aerosonde; AH-1Z; Ambush; Arc Horizon; Bad Boy Buggies; BattleHawk; Bell; Bell Helicopter; Bravo; Cadillac Gage; Caravan; Caravan Amphibian; Caravan 675; Cessna; Cessna 350; Cessna 400; Cessna Corvalis TTX; Cessna Turbo Skylane JT-A; Citation; CitationAir; CitationAir Jetcard; Citation Encore+; Citation Latitude; Citation Longitude; Citation M2; Citation Sovereign; Citation TEN; Citation X; Citation XLS+; CJ1+; CJ2+; CJ3; CJ4; Clairity; CLAW; Commando; Corvalis; Cushman; Eclipse; Excel; E-Z-GO; Gator Grips; Grand Caravan; Greenlee; H-1; Huey; Huey II; iCommand; IE2; Instinct; Integrated Command Suite; Jacobsen; Kautex; Kiowa Warrior; Klauke; Lycoming; M1117 ASV; McCauley; Millenworks; Mustang; Next Generation Fuel System; NGFS; On a Mission; Overwatch; PDCue; Power Advantage; Pro-Fit; ProParts; Ransomes; Recoil; Relentless; Rothenberger LLC;

RXV; Sensor Fuzed Weapon; ServiceDirect; Shadow; Shadow Knight; Shadow Master; SkyBOOKS; Skycatcher; Skyhawk; Skyhawk SP; Skylane; SkyPLUS; Sovereign; Speed Punch; Stationair; ST 4X4; Super Cargomaster; Super Medium; SuperCobra; SYMTX; TDCue; Textron; Textron Defense Systems; Textron Financial Corporation; Textron Marine & Land Systems; Textron Systems; TrueSet; Turbo Skylane; Turbo Stationair; UH-1Y; V-22 Osprey; 2FIVE; 206; 407; 407GT; 407GX; 412, 429, 525 and 525 Relentless.

Corporate Events Earnings Announcement Data - April 17 2013 : On Apr. 17 2013, Co. announced its 1st quarter earnings before market (inferred). Earnings Announcement Data - April 17 2013 : On Apr. 17 2013, Co. announced its 1st quarter earnings before market (verified). Conference Call Announcements April 17 2013 : On Apr. 17 2013, Co. scheduled a conference call at 8:00 am. Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (inferred). Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (tentative). Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (verified).

Conference Call Announcements January 23 2013 : On Jan. 23 2013, Co. scheduled a conference call at 8:00 am.

Operating Income 12/31/201112/31/201012/31/200912/31/2008 USD USD USD USD Millions Millions Millions Millions 3,495 3,006 (583) 1,186 1,526 1,258 1,513 1,276 690 711 839 1,033 942 906 947 923 125 152 126 162 54 (327) (152) (307) 6,832 5,706 2,690 4,273

12/31/200 8 USD Unaudite d Yes

12/31/200 7 USD Unaudite d Yes

12/31/200 6 USD Unaudite d Yes

12/31/200 5 USD Unaudite d Yes

12/31/200 4 USD Unaudite d Yes

Millions 60,925 50,107 3,988 4,033 1,349 2,684 2,702 729 726.599 3.73 3.75 3.69 3.71 0.02 1.6 -

Millions 66,387 53,107 5,830 6,118 2,060 4,058 4,074 772.5 768.044 5.36 5.38 5.26 5.28 0.02 1.4 38 -

Millions 61,530 50,084 3,014 3,194 988 2,206 2,215 787.6 788.739 2.88 2.89 2.84 2.85 571 0.01 1.2 -

Millions 54,845 45,849 2,812 2,819 257 2,562 2,572 802.9 800.17 3.26 3.27 3.19 3.2 -

Millions 52,457 44,675 2,007 1,960 140 1,820 1,872 813 832.184 2.27 2.33 2.24 2.3 -

12/31/200 5 USD Unaudite d Yes Millions 60,058 11,059

12/31/200 4 USD Unaudite d Yes Millions 53,963 11,286

12/31/200 9 2.27 314.63 17.59 4.9 22.88 434,634 12/31/200 9 0.53 1.07 3.85 12/31/200 9 5.74 6.07 5.52 12/31/200 9 1.18 11.21 3.47 8.01 7.48 7.78 10.94 12/31/200 9 7.9 2.82

12/31/200 8 4.73 69.12 31.53 8.83 33.57 374,492 12/31/200 8 0.3 0.84 (9.22) 12/31/200 8 Equity<0 Equity<0 18.34 12/31/200 8 1.08 10.04 4 6.26 10.66 7.13 11.78 12/31/200 8 (0.55) (1.78)

Mkt Value D/I 12,619 D 4,834 D

Shares 155 60

Holdings Rank 466,030 51,191

3m +/-

896 1,329 4,211 6,332 1,298 2,803 358 814 1,509 2,116 674 0 0 0 0 0 0 0 0 0 0 0 0 0 305,019 160,760 83,744 153,389 837,730 58,093 599,636 87,438 67,887 231,178 134,560 1,902,712 508,952 67,735

D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D

11 16 52 78 16 35 4 10 19 26 8 11,190 5,541 11,107 4,606 46,490 2,460 6,202 4,471 8,117 15,225 4,684 49,543 46,899 3,974 2,094 1,091 1,998 10,914 757 7,812 1,139 884 3,012 1,753 24,789 6,631 2,400

82,708 38,121 97,795 74,358 49,281 105,572 13,927 15,775 99,116 123,379 39,295 105,300 98,862 82,288 37,926 74,205 13,880 51,053 15,726 39,256 122,959 49,085 465,583 97,705 94,110 93,321 71,181 33,320 27,715 11,420 44,851 11,255 31,139 107,734 44,401 416,040 50,806 440,830

Operating Income 12/31/201112/31/201012/31/200912/31/2008 USD USD USD USD Millions Millions Millions Millions 729 860 707 1,021 1,283 1,275 1,262 1,111 691 674 642 521 1,200 1,219 1,151 1,075 3,903 4,028 3,762 3,728

12/31/200 8 USD

12/31/200 7 USD

12/31/200 6 USD

12/31/200 5 USD

12/31/200 4 USD

Unaudite d Yes Millions 29,300 3,653 3,604 1,126 2,478 2,459 396.2 398.7 386.711 6.26 (0.05) 6.21 6.22 6.17

Unaudite d Yes Millions 27,240 24,127 3,113 3,047 967 2,080 404.4 408.1 403.98 5.14 5.12 5.1 5.08

Unaudite d Yes Millions 24,063 2,625 2,527 817 1,710 1,856 403.4 406.8 405.792 4.24 0.36 0.36 4.6 4.2 4.56

Not Qualified Yes Millions 21,244 19,047 2,197 2,100 632 1,468 401.6 404.8 3.655 3.64 3.625 3.61

Unaudite d Yes Millions 19,178 17,237 1,941 1,785 582 1,203 1,227 399.2 403 402.066 3.015 3.075 2.985 3.045

12/31/200 4 USD Unaudite d Yes Millions 7,189

12/31/200 9 8.05 21.3 24.21 13.24 31.48 348,757 12/31/200 9 1 1.28 9.26 12/31/200 9 0.25 0.31 22.97 12/31/200 9 1.08 4.01 12.68 13.3 19.91 11.06 16.47 12/31/200 9 7.41 32.21

12/31/200 8 9.06 22.48 25.44 14.55 31.24 316,576 12/31/200 8 0.91 1.15 5.6 12/31/200 8 0.31 0.4 55.35 12/31/200 8 1.08 3.89 14.05 12.27 17.51 10.94 12.95 12/31/200 8 7.83 26

Mkt Value 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

D/I D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D

Shares 0 5,240 900 900 900 900 900 900 7,760 7,760 7,760 7,760 7,760 7,760 7,760 7,460 900 900 900 900 14,120 4,330 11,460 11,460 13,800 5,730 5,730 6,120 6,120 17,370 17,370 900 18,960 6,580 6,580 900 13,600 13,600 900

Holdings Rank 10,890 54,780 3,217 12,850 12,850 10,410 10,410 5,826 58,572 58,572 58,572 58,572 58,572 58,572 58,572 57,783 592,834 592,834 592,834 592,834 82,919 17,971 50,810 50,810 80,198 41,435 41,435 11,681 11,681 146,841 146,841 35,876 145,754 48,261 48,261 24,036 93,999 93,999 11,360

3m +/3.59

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 332,375 604,529 523,473 394,037 57,221 19,026 58,635 291,761 22,917 180,220 114,583 199,671 411,861 20,370 168,550 320,336 164,589 549,855 33,314 187,859

D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D

18,260 95,720 900 2,991 3,754 3,754 3,754 3,754 3,754 3,754 3,517 7,600 1,825 7,074 9,426 3,548 3,548 2,056 2,056 8,446 8,446 9,230 3,630 6,053 6,053 5,544 12,480 5,000 8,547 7,401 5,571 809 269 829 4,125 324 2,548 1,620 2,823 5,823 288 2,383 4,529 2,327 7,774 471 2,656

90,518 183,564 53,126 49,540 50,812 50,812 50,812 50,812 50,812 50,812 50,323 68,799 13,641 39,350 66,398 35,705 35,705 5,561 5,561 129,471 129,471 126,794 41,681 80,399 80,399 72,258 87,844 11,950 131,252 137,661 135,744 7,561 34,976 15,411 76,169 10,460 45,201 53,733 39,145 99,974 9,510 54,452 86,269 52,440 75,538 595,709 77,648

6.42

Operating Income 12/31/201101/01/201101/02/2010 USD USD USD Millions Millions Millions 60 (29) 198 521 427 304 141 230 240 202 162 27 (333) (237) (294) 591 553 475

01/03/200 9 USD Unaudite d Yes Millions 14,246 526 1,479 658 314 344 486 249.83 1.38 1.95 -

12/29/200 7 USD Unaudite d Yes Millions 13,225 1,640 1,300 385 915 917 254.826 3.59 3.6 -

12/30/200 6 USD Unaudite d Yes Millions 11,490 1,267 975 269 706 601 260.444 2.715 2.31 -

12/31/200 5 USD Unaudite d Yes Millions 10,043 118 1,146 739 223 516 203 272.892 1.89 0.745 -

01/01/200 5 USD Unaudite d Yes Millions 10,242 (131) 528 528 (155) 365 280.338 1.33 1.305 (8)

12/31/200 5 USD Unaudite d Yes Millions 16,499

01/01/200 5 USD Unaudite d Yes Millions 15,875

3,276

3,652

01/02/201 0 (0.16) (1.2) 0.85 4.49 EBT<0 329,026 01/02/201 0 0.92 2.07 16.18 01/02/201 0 3.23 3.27 0.34 01/02/201 0 0.54 11.58 3.12 12.49 8.24 5.16

01/03/200 9 2.39 16.28 8.48 9.79 47.72 325,944 01/03/200 9 0.3 1.1 2.38 01/03/200 9 3.84 4.21 2.52 01/03/200 9 0.7 13.97 3.66 13.71 9.52 6.81

9.24 01/02/201 0 3.87 10.38

27.98 01/03/200 9 3 9.78

Mkt Value 0 0 0 0 34,534 1,566 177,510 33,111 575,834 49,766 1,009,290 162,848 0 0 0 0 0 170,737 224,353 163,028

D/I D D D D D D D D D D D D D D D D D D D D

Shares 1,213 6,235 20,226 35,451 1,213 55 6,235 1,163 20,226 1,748 35,451 5,720 5,176 10,326 12,687 26,226 88,573 5,900 7,853 7,853

Holdings Rank 22,726 44,290 100,643 401,446 21,513 21,513 38,055 38,055 80,417 80,417 365,995 365,995 21,568 39,218 57,618 82,165 371,715 28,892 34,792 42,645

3m +/-

6.47 7.25

12/31/200 3 USD Not Qualified Yes

12/31/200 2 USD Not Qualified Yes

12/31/200 1 USD Unaudite d Yes

12/31/200 0 USD Unaudite d Yes

Millions 50,485 698 698 808.9 0.87 0.87 0.86 0.86 -

Millions 590 807.8 807.8 0.74 0.73 -

Millions 58,198 2,826 1 2,827 829.3 837.58 3.46 3.41 -

Millions 51,321 2,128 871.3 875.485 2.48 2.44 -

12/31/200 3 USD

12/31/200 2 USD

12/31/200 1 USD

Unaudite d Yes Millions 16,617 997 7 1,004 395.6 398.4 2.52 0.02 2.54 2.5 0.02 2.52

Not Qualified Yes Millions 13,829 1,584 533 1,051 (134) 917 402.8 405.8 2.61 (0.335) 2.275 2.59 (0.33) 2.26

Unaudite d Yes Millions 12,163 943 402.2 405.8 2.345 2.325

01/03/200 4 USD Not Qualified Yes Millions 9,859 259 274.434 1.025 (0.08) 0.945 1.025 (0.08) 0.945 -

12/28/200 2 USD Not Qualified Yes Millions 10,658 (58) (488) (124) 280.504 (0.44) -

12/29/200 1 USD Unaudite d No Millions 12,321 (166) 332 166 285.874 0.58 -

12/31/200 0 USD Unaudite d Yes Millions 13,090 680 (403) (59) 218 292.3 0.745 -

12/31/199 9 USD Unaudite d Yes

Millions 57,993 2,309 2.52 2.49 -

01/01/200 0 USD Unaudite d Yes Millions 623 1,646 2,269 (43) 2,226 307.508 2.025 7.24 -