10-K 1 gd-2013123110k.htm 10-K GD-2013.12.31 10K



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number 1-3671

GENERAL DYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 
13-1673581
State or other jurisdiction of incorporation or organization
 
IRS Employer Identification No.
 
 
 
2941 Fairview Park Drive, Suite 100
Falls Church, Virginia
 
22042-4513
Address of principal executive offices
 
Zip code
    
Registrant’s telephone number, including area code:
(703) 876-3000

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of exchange on which registered
Common stock, par value $1 per share
 
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ü No ___
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No ü
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ü No ___
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ü No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K ü
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ü Accelerated Filer __ Non-Accelerated Filer __ Smaller Reporting Company ___
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ü
The aggregate market value of the voting common equity held by non-affiliates of the registrant was $25,984,413,270 as of June 30, 2013 (based on the closing price of the shares on the New York Stock Exchange).
342,250,398 shares of the registrant’s common stock, $1 par value per share, were outstanding on January 26, 2014.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III incorporates by reference information from certain portions of the registrant’s definitive proxy statement for the 2014 annual meeting of shareholders to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year.





INDEX
PART I
 
PAGE
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
 
 
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
 
 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
 
 
Item 15.
 
 

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PART I

ITEM 1. BUSINESS

BUSINESS OVERVIEW
General Dynamics is an aerospace and defense company that offers a broad portfolio of products and services in business aviation; combat vehicles, weapons systems and munitions; shipbuilding; and communication and information technology systems and solutions. Our management team delivers shareholder returns through disciplined execution of backlog, efficient cash-flow conversion and prudent capital deployment. We manage costs, undertake continuous-improvement initiatives and collaborate across our businesses to achieve our goals of maximizing earnings and cash and returning value to our shareholders.
Incorporated in Delaware in 1952, General Dynamics grew organically and through acquisitions until the early 1990s when we sold nearly all of our divisions except Electric Boat and Land Systems. Starting in the mid-1990s, we began expanding by acquiring combat vehicle-related businesses, additional shipyards, information technology product and service companies and Gulfstream Aerospace Corporation. Since 1995, we have acquired and integrated more than 65 businesses to strengthen and complement our business portfolio.
We operate globally through four business groups: Aerospace, Combat Systems, Marine Systems and Information Systems and Technology. For selected financial information regarding each of our business groups, see Note Q to the Consolidated Financial Statements in Item 8.
AEROSPACE
Our Aerospace group designs, manufactures and outfits a comprehensive family of Gulfstream business-jet aircraft, provides aircraft services (including maintenance and repair work, fixed-based operations (FBO) and aircraft management services) and performs aircraft completions for aircraft produced by other original equipment manufacturers (OEMs). With more than 50 years of experience at the forefront of the business-jet market, the Aerospace group is known for:

superior aircraft design, quality, performance, safety and reliability;
technologically advanced cockpit and cabin systems; and
industry-leading product service and support.
The Gulfstream product line includes aircraft across a spectrum of price and performance options in the large- and mid-cabin business-jet market. The varying ranges, speeds and cabin dimensions are well-suited to the needs of a diverse and global customer base. The large-cabin models are manufactured at Gulfstream’s headquarters in Savannah, Georgia, while the mid-cabin models are constructed by an international partner. All models are outfitted in the group’s U.S. facilities.
The two newest aircraft in the Gulfstream family, the ultra-large-cabin, ultra-high-speed G650 and the super-mid-size G280, have exceeded original performance expectations since their entry into service in 2012. The G650 has the longest range, fastest speed, largest cabin and most advanced cockpit in the Gulfstream fleet and defines a completely new segment at the top of the business-jet market. The National Aeronautic Association recognized the G650 for setting a new record for the fastest west-bound around-the-world flight in the civilian non-supersonic class of aircraft. The G650 has also set more than 35 city-pair speed records. The G280 offers the longest range at the fastest speed in its class and has set more than 30 city-pair speed records.

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Demand for Gulfstream aircraft remains strong across geographic regions and customer types with orders from public and private companies as well as individuals. Additionally, Gulfstream remains a leading provider of aircraft for governments and militaries around the world, with aircraft operated by approximately 40 nations. These government aircraft are used for head-of-state and executive transportation and a variety of special-mission applications, including aerial reconnaissance, maritime surveillance and weather research.
We are committed to returns-based investment in research and development (R&D) activities that enable the introduction of new products and first-to-market enhancements that broaden customer choice, improve aircraft performance and set new standards for customer safety, comfort and in-flight productivity. Gulfstream’s aircraft are designed to minimize lifecycle costs while maximizing the commonality of parts among the various models. Current product-enhancement and development efforts include initiatives in advanced avionics, composites, biofuels, flight-control systems, acoustics, cabin technologies and enhanced vision systems. Recent innovations include a state-of-the-art cabin management system designed for the G650, and now available on other Gulfstream aircraft. This system gives passengers control of the aircraft cabin systems through a handheld device synched to a particular seat on the aircraft. Each passenger can easily control his own environment, including lighting, temperature and entertainment equipment. We also offer several service and support applications including the PlaneBook application, which provides pilots easy and immediate digital access to critical flight information and aircraft-specific documents.
A multi-year facilities project at our Savannah campus is scheduled to continue through 2017. This expansion includes constructing new facilities and renovating existing infrastructure. This effort follows a multi-year project that established a purpose-built G650 manufacturing facility, increased aircraft-service capacity, improved the group’s customer sales and design center and created a state-of-the-art paint facility.
Gulfstream offers an extensive company-owned product support organization with service professionals located around the globe. The service network for Gulfstream aircraft continues to evolve to address the demands of the growing international customer base. We operate 10 company-owned service centers, maintain 14 authorized warranty centers and maintenance facilities on six continents, and offer on-call Gulfstream aircraft technicians ready to deploy for urgent customer-service requirements in the Americas. This commitment to superior product support continues to receive industry recognition, including the number-one ranking for the 11th consecutive year in the annual Aviation International News Product Support Survey, as well as the top ranking in the annual Professional Pilot Survey.
Jet Aviation augments our Aerospace portfolio by providing custom, complex completions of single- and double-aisle aircraft that require advanced engineering, design and manufacturing capabilities. Jet Aviation also provides completions for business-jet customers. In addition, Jet Aviation provides superior maintenance, repair, aircraft management and FBO services to a broad global customer base. We operate more than 25 facilities worldwide and continue to enhance our service network and capabilities.
A market leader in the business-aviation industry, the Aerospace group remains focused on developing innovative first-to-market technologies and products; providing exemplary and timely service to customers globally; and driving efficiencies and reducing costs in the aircraft production, outfitting and service processes.
Revenues for the Aerospace group were 19 percent of our consolidated revenues in 2011, 22 percent in 2012 and 26 percent in 2013. Revenues by major products and services were as follows:
 

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Year Ended December 31
2011
 
2012
 
2013
Aircraft manufacturing, outfitting and completions
$
4,400

 
$
5,317

 
$
6,378

Aircraft services
1,521

 
1,491

 
1,530

Pre-owned aircraft
77

 
104

 
210

Total Aerospace
$
5,998

 
$
6,912

 
$
8,118

COMBAT SYSTEMS
Our Combat Systems group is a global leader in systems engineering, spanning design, development, manufacture and support of tracked and wheeled military vehicles, weapons systems and munitions for the United States and its allies. The group’s product lines include:
 
wheeled combat and tactical vehicles,
main battle tanks and tracked combat vehicles,
munitions and armaments,
axle and drivetrain components and aftermarket parts, and
support and sustainment services.
We have a mature and diverse portfolio of franchise products that deliver core capabilities to domestic and international customers. We pursue continuous process improvements and other cost-reduction initiatives to improve our productivity and operating performance. We apply our design and engineering expertise to develop improvements that advance the utility, safety and effectiveness of our products.
The portfolio of platforms in our U.S. military vehicles business includes the Stryker wheeled combat vehicle, the Abrams main battle tank and the Buffalo route clearance vehicle. These vehicles are fundamental to military warfighting capabilities and offer continuing opportunities for upgrades and modernization to meet evolving requirements.
The Stryker has proven itself a versatile combat vehicle, supporting numerous missions for more than 10 years. The group developed a double-V-hulled Stryker to further improve soldier protection from improvised explosive devices (IEDs). Nearly 780 double-V-hulled vehicles representing two Stryker brigades have been delivered to the U.S. Army since 2011. In late 2013, the group received a contract to field the first 96 of 341 vehicles in a third Stryker brigade by 2017.
We continue to support the Army’s evolving needs for main battle tanks with technology upgrades to the Abrams, such as the System Enhancement Package (SEP), which provides a digital platform with an enhanced command-and-control system, second-generation thermal sights and improved armor. In September 2013, we conducted a preliminary design review with the Army under a five-year development contract that provides opportunities for fleet-wide vehicle modernization.
The group’s portfolio of tactical vehicles is at the forefront of blast- and ballistic-protected technologies, designed to protect vehicle occupants from landmines, hostile fire and IEDs. The Buffalo vehicle is a recognized leader in route clearance missions and has been fielded to several North American and European countries. We have delivered approximately 5,600 RG-31 and Cougar vehicles to the U.S. military under the Mine-Resistant, Ambush Protected (MRAP) vehicle program. This installed base has led to subsequent modernization programs, as well as support and sustainment services. Further, the group entered the light mobility vehicle market with two key U.S. Special Operations Command vehicle awards in 2013 for the Ground Mobility Vehicle (GMV) and the Internally-Transportable Vehicle (ITV) programs.
Beyond these long-term programs, we have opportunities associated with the refurbishment of battle-damaged vehicles and the replacement of equipment that has reached the end of its service life. As the sole

5



provider of Abrams tanks and Stryker and Buffalo vehicles, Combat Systems is the primary contractor for the maintenance, repair and reset of these vehicles.
By leveraging the expertise gained from our incumbency on current engineering and production programs, we are well-positioned to participate in next-generation U.S. combat vehicle development programs. In addition to the Abrams and Stryker modernization efforts, we have a contract for the design and development phase of the Army’s new infantry fighting vehicle, the Ground Combat Vehicle (GCV). The group is also positioning itself for future work on the Amphibious Combat Vehicle (ACV), the cornerstone of the U.S. Marine Corps’ future amphibious-assault requirements, and the Army’s Armored Multi-Purpose Vehicle (AMPV) program, a replacement for the M113 family of vehicles.
As a result of the demonstrated success of our U.S. military vehicles, we have cultivated continued international demand. The group’s U.S. exports include Abrams tanks and light armored vehicles (LAVs) for U.S. allies around the world. For the U.K. Ministry of Defence (MoD), we are producing the Foxhound armored vehicle and developing the Specialist Vehicle (SV). Under the SV program, the U.K. MoD plans to acquire 589 vehicles with four variants. We have also generated significant opportunities in countries where we have operations. We are modernizing approximately 600 LAV III combat vehicles for the Canadian government, as well as providing long-term support to all Canadian LAV vehicles. The group’s European operations offer a broad range of products, including military vehicles, amphibious bridge systems and artillery systems for customers at home and abroad. Key platforms include the Leopard tank, the Pizarro and ASCOD tracked infantry vehicles, the Duro and Eagle wheeled vehicles, 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 reactive vehicle armor, M2 heavy machine guns, and MK19 and MK47 grenade launchers. For airborne platforms, the group produces weapons for U.S. and foreign fighter aircraft, including high-speed Gatling guns for all U.S. fixed-wing military aircraft. We are also a global manufacturer and supplier of composite aircraft and ground equipment components and highly engineered axles, suspensions, brakes and aftermarket parts for a variety of military and commercial customers.
Our munitions portfolio covers the full breadth of naval, air and ground forces applications across all calibers and weapons platforms for the U.S. government and its allies. The group holds leading munitions supply positions for products such as Hydra-70 rockets, 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.
The Combat Systems group continues to emphasize operational execution and business optimization initiatives to drive cost reductions as the group delivers on its backlog. In response to decreased customer spending, the group has undertaken restructuring activities to ensure we remain competitively positioned for the future. In an environment of dynamic threats and evolving customer needs, the group remains agile and focused on innovation, affordability and speed-to-market to deliver on our current programs and to secure new opportunities.
Revenues for the Combat Systems group were 27 percent of our consolidated revenues in 2011, 25 percent in 2012 and 20 percent in 2013. Revenues by major products and services were as follows:
 

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Year Ended December 31
2011
 
2012
 
2013
Wheeled combat vehicles
$
4,220

 
$
3,930

 
$
2,709

Munitions and armaments
2,054

 
1,950

 
1,761

Tanks and tracked vehicles
1,159

 
792

 
595

Engineering and development
397

 
516

 
553

Drivetrain components and other
997

 
804

 
502

Total Combat Systems
$
8,827

 
$
7,992

 
$
6,120

MARINE SYSTEMS
Our Marine Systems group designs, builds and supports submarines and surface ships. We are one of two primary shipbuilders for the U.S. Navy. The group’s diverse portfolio of platforms and capabilities includes:

nuclear-powered submarines,
surface combatants,
auxiliary and combat-logistics ships,
commercial Jones Act ships,
design and engineering support, and
overhaul, repair and lifecycle support services.
Our work for the Navy includes the construction of new ships and the design and development of next-generation platforms to help meet evolving missions and maintain desired fleet size. More than 95 percent of the group’s revenues are for major Navy ship-construction programs awarded under large, multi-ship contracts that span several years. These programs include Virginia-class nuclear-powered submarines, Arleigh Burke-class (DDG-51) and Zumwalt-class (DDG-1000) guided-missile destroyers, and Mobile Landing Platform (MLP) auxiliary support ships.
The Virginia-class submarine includes capabilities for open-ocean and littoral missions. These stealthy boats are well-suited for a variety of global assignments, including intelligence gathering, special-operations missions and sea-based missile launch. The Virginia-class program includes 30 submarines, which the customer is procuring in multi-boat blocks. The group has delivered 10 of 18 boats under contract in conjunction with an industry partner that shares in the construction. The remaining eight boats under contract are scheduled for delivery through 2018. We received advanced funding in 2013 for long-lead materials for submarines in the next block of the program and anticipate being awarded a construction contract in 2014.
We are the lead designer and producer of DDG-51s, managing the design, modernization and lifecycle support of these ships. As the only active destroyer in the Navy’s global surface fleet, DDG-51s are multi-mission combatants that offer defense against a wide range of threats, including ballistic missiles. We currently have construction contracts for six DDG-51s, including four awarded in 2013, scheduled for delivery through 2022, as well as an option for an additional ship.
The group is also building the three ships planned for the DDG-1000 destroyer program. These ships are equipped with numerous technological enhancements, including a low radar profile, an integrated power system and advanced gun systems that provide a three-fold increase in range over current naval surface weapons. Deliveries of the ships are scheduled for 2015, 2016 and 2018. The first ship in the program is nearly 90 percent complete.
The group’s MLP auxiliary support ship serves as a floating transfer station, improving the Navy’s ability to deliver equipment and cargo to areas without adequate port access. In 2013, the group delivered the first ship in the program, and construction is underway on the remaining two ships, scheduled for delivery in 2014 and 2015. The Navy’s long-term shipbuilding plan includes procurement of a fourth ship in 2014. The

7



third and fourth ships will be configured as Afloat Forward Staging Bases (AFSB), designed to facilitate a variety of missions in support of special operations, providing significant new capabilities to the customer.
We are also developing new technologies and naval platforms in conjunction with our customers. These design and engineering efforts include the development of the next-generation ballistic-missile submarine to replace the Ohio class of ballistic-missile submarines. In conjunction with these efforts, the group is leading the design of the Common Missile Compartment under joint development for the U.S. Navy and the U.K. Royal Navy.
In addition, Marine Systems provides comprehensive ship and submarine overhaul, repair and lifecycle support services to extend the service life and maximize the value of these ships. Our surface-ship repair operations include a full-service maintenance and repair shipyard on the West Coast and repair shipyards on the East Coast. We also provide extensive submarine repair services in a variety of U.S. locations. In support of allied navies, we offer program management, planning, engineering and design support for submarine and surface-ship construction programs. We also operate ships for the U.S. Military Sealift Command and commercial customers.
Marine Systems has the proven capability to design and produce ships for commercial customers to meet the Jones Act requirement that ships carrying cargo between U.S. ports be built in U.S. shipyards. We currently have construction contracts for nine ships, including seven secured in 2013, scheduled for delivery through 2017. We anticipate that the age of the Jones Act fleet and environmental regulations that impose more stringent emission control limits will continue to provide additional commercial shipbuilding opportunities.
To further the group’s goals of operating efficiency, technological innovation, affordability for the customer and continuous improvement, we make strategic investments in our business, often in cooperation with the Navy and local governments. In addition, Marine Systems leverages its design and engineering expertise across its shipyards to improve program execution and generate cost savings. This knowledge-sharing enables the group to use resources more efficiently and drive process improvements. We are well-positioned to continue to fulfill the ship-construction and support requirements of our customers.
Revenues for the Marine Systems group were 20 percent of our consolidated revenues in 2011 and 21 percent in 2012 and 2013. Revenues by major products and services were as follows:
 
Year Ended December 31
2011
 
2012
 
2013
Nuclear-powered submarines
$
3,696

 
$
3,601

 
$
3,697

Surface combatants
1,191

 
1,152

 
1,139

Auxiliary and commercial ships
930

 
746

 
499

Repair and other services
814

 
1,093

 
1,377

Total Marine Systems
$
6,631

 
$
6,592

 
$
6,712

INFORMATION SYSTEMS AND TECHNOLOGY
Our Information Systems and Technology group is a three-part portfolio providing technologies, products and services that address a wide range of military, federal/civilian and commercial information-system needs. We provide full-spectrum support for product design, development, integration, production and sustainment in:

secure mobile communication systems;
information technology (IT) solutions and mission support services; and
intelligence, surveillance and reconnaissance (ISR), naval control systems and cyber security solutions.

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Secure mobile communication systems – We design, integrate and manufacture secure communication and command-and-control systems and operational hardware for customers in the U.S. Department of Defense (DoD), the intelligence community, federal/civilian and public safety agencies, and for international customers. Our leadership in this market results from decades of domain expertise, incumbency on priority programs and continuous innovation to deliver technologies that meet our customers’ needs. These solutions include:

fixed and mobile radio and satellite communication systems and antenna technologies;
information assurance and encryption, products, systems and services;
command-and-control systems; and
broadband networking.
We improve our customers’ ability to communicate, collaborate and access vital information. For example, we are the prime contractor for the Army’s top modernization priority, the Warfighter Information Network-Tactical (WIN-T), a mobile battlefield communication network that provides soldiers secure, high-speed, high-capacity voice, data and video communications. We are responsible for the design, engineering, integration, production, program management and support of this network.
We are also the prime contractor on many of the Army’s core tactical radio programs, including the AN/PRC-154A Rifleman and AN/PRC-155 two-channel Manpack radios. These products give soldiers secure mobile voice, video and data communications capabilities, similar to those available through commercial cellular networks. The Army has purchased more than 26,000 of these radios from us and plans to competitively procure more than 240,000. We deliver similar communications and information-sharing benefits to federal/civilian customers, including air traffic controller radios to the Federal Aviation Administration (FAA).
Information Systems and Technology also provides many of these capabilities to non-U.S. public agencies and commercial customers. For the Canadian Department of National Defence, we developed, deployed and continue to support the Canadian Army’s fully integrated, secure combat voice and data network. We leveraged this experience to deliver the U.K. MoD’s Bowman tactical communication system for which we provide ongoing support and capability upgrades.
IT solutions and mission support services – We design, build and operate large-scale secure IT networks and systems and provide professional and technical services and solutions to the U.S. defense and intelligence communities; to the Departments of Homeland Security and Health and Human Services, and other federal/civilian agencies; and to commercial and international customers. We specialize in:
secure wireless and wire-line networks, enterprise infrastructure, network operations and maintenance;
health IT solutions and services;
large-scale data center optimization and modernization; and
mission operations, simulation and training systems and services.
Information Systems and Technology provides technical-support personnel and domain specialists to help customers execute their missions. Our employees develop, install and operate mission systems on a daily basis. We also supply network-modernization and IT infrastructure services to U.S. government customers, commercial wireless network providers, and federal, state and local public safety agencies. We work closely with our customers to ensure their network infrastructures are secure, efficient, scalable and cost-effective. We are at the forefront of cloud technologies and services.
The group is a leading provider in the healthcare IT market, supporting military and other U.S. government health systems with critical citizen services for healthcare reform and medical benefits programs.

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Our offerings include data management, analytics, fraud prevention and detection software, process automation and program management solutions for public and commercial health systems. For example, we are operating approximately 15 customer contact centers for the Centers for Medicare & Medicaid Services, responding to consumer inquiries about key programs and providing call center services for the Patient Protection and Affordable Care Act program.
Intelligence, surveillance and reconnaissance systems – We design, build, deploy and support ISR, naval control systems and cyber security solutions for customers in the U.S. defense, intelligence and homeland security communities, and to U.S. allies. Our offerings include:

signals and information collection, processing and distribution systems and imagery sensors;
cyber security solutions and products; and
open-architecture surface and undersea naval control systems.
Information Systems and Technology provides solutions for classified programs. Our expertise includes multi-intelligence ground systems, command-and-control and reconnaissance systems and large-scale, high-performance data and signal processing. We deliver high-reliability, long-life sensors and payloads designed to perform in the most extreme environments, including space payloads and undersea sensor and power systems.
In addition, our experience in securing and protecting organizations from network attacks has resulted in a market-leading position in cyber security. The group offers comprehensive services and products to help customers protect their networks from internal and external threats and prevent data breaches. For example, we are supporting the DoD’s Cyber Crime Center and the Department of Homeland Security’s National Cybersecurity Protection System. We leverage this expertise to provide investigative, forensic and network remediation services to commercial victims of cyber attacks, including retail and financial services firms.
Information Systems and Technology also has a 50-year legacy of providing advanced fire-control systems for Navy submarine programs and is developing and integrating commercial off-the-shelf software and hardware upgrades to improve the tactical control capabilities for several submarine classes. Capitalizing on this expertise, we developed the combat and seaframe control systems and are the lead systems integrator for the Navy’s Independence-variant Littoral Combat Ship (LCS) and the electronic systems for the Navy’s Joint High Speed Vessel (JHSV).
The group is well-positioned to continue meeting the needs of our diverse customer base. We are continuing to improve performance across the portfolio by optimizing the size of the business while developing innovative solutions to meet evolving customer requirements.
Revenues for the Information Systems and Technology group were 34 percent of our consolidated revenues in 2011, 32 percent in 2012 and 33 percent in 2013. Revenues by major products and services were as follows:

Year Ended December 31
2011
 
2012
 
2013
Mobile communication systems
$
4,511

 
$
3,425

 
$
3,657

IT solutions and mission support services
4,601

 
4,545

 
4,734

Intelligence, surveillance and reconnaissance systems
2,109

 
2,047

 
1,877

Total Information Systems and Technology
$
11,221

 
$
10,017

 
$
10,268

 

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CUSTOMERS
In 2013, 62 percent of our revenues were from the U.S. government, 18 percent were from U.S. commercial customers, 7 percent were from international defense customers and the remaining 13 percent were from international commercial customers.
U.S. GOVERNMENT
Our primary customer is the U.S. Department of Defense (DoD). We also contract with other U.S. government customers, including the intelligence community, the Departments of Homeland Security and Health and Human Services and first-responder agencies. Our revenues from the U.S. government were as follows:

Year Ended December 31
2011
 
2012
 
2013
DoD
$
19,221

 
$
17,217

 
$
15,441

Non-DoD
2,212

 
2,382

 
2,790

Foreign Military Sales (FMS)*
1,170

 
1,206

 
1,032

Total U.S. government
$
22,603

 
$
20,805

 
$
19,263

Percent of total revenues
69
%
 
66
%
 
62
%
* In addition to our direct international sales, we sell to foreign governments through the FMS program. Under the FMS program, we contract with and are paid by the U.S. government, and the U.S. government assumes the risk of collection from the foreign government customer.
We perform our U.S. government business under fixed-price, cost-reimbursement and time-and-materials contracts. Our production contracts are primarily fixed-price. Under these contracts, we agree to perform a specific scope of work for a fixed amount. Contracts for research, engineering, repair and maintenance and other services are typically cost-reimbursement or time-and-materials. Under cost-reimbursement contracts, the customer reimburses contract costs and pays a fixed fee or an incentive- or award-based fee. These fees are determined by our ability to achieve targets set in the contract, such as cost, quality, schedule and performance. Under time-and-materials contracts, the customer pays a fixed hourly rate for direct labor and reimburses us for material costs.
Fixed-price contracts accounted for 56 percent of our U.S. government business in 2012 and 54 percent in 2013; cost-reimbursement contracts accounted for 39 percent in 2012 and 42 percent in 2013; and time-and-materials contracts accounted for 5 percent in 2012 and 4 percent in 2013.
Each of these contract types presents advantages and disadvantages. Fixed-price contracts typically have higher fee levels as we assume more risks, such as any cost overruns under our control. These types of contracts offer additional profits when we complete the work for less than the contract amount. Cost-reimbursement contracts generally subject us to lower risk. Accordingly, the negotiated base fees are usually lower than fees earned on fixed-price contracts. Cost-reimbursement contracts also can include fee provisions that can require the customer to make additional payments when we satisfy specific performance criteria. Additionally, not all costs are allowable under these types of contracts and the government reviews the costs we charge. Under time-and-materials contracts, our profit may vary if actual labor-hour costs vary significantly from the negotiated rates. Also, because these contracts can provide little or no fee for managing material costs, the content mix can impact profit margins.
U.S. COMMERCIAL
Our U.S. commercial revenues were $3.8 billion in 2011, $4.2 billion in 2012 and $5.6 billion in 2013. This represented approximately 12 percent of our consolidated revenues in 2011, 13 percent in 2012 and 18 percent in 2013. The majority of these revenues are for business-jet aircraft and services where our customer base consists of individuals and public and privately held companies representing a wide range of industries.


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INTERNATIONAL
Our direct revenues from non-U.S. government and commercial customers were $6.3 billion in 2011, $6.5 billion in 2012 and $6.4 billion in 2013. This represented approximately 19 percent of our consolidated revenues in 2011, 21 percent in 2012 and 20 percent in 2013.
We conduct business with government customers around the world with operations in Australia, Brazil, Canada, France, Germany, Mexico, Spain, Switzerland and the United Kingdom. Our non-U.S. defense subsidiaries are committed to maintaining long-term relationships with their respective governments and have distinguished themselves as principal regional suppliers and employers.
Our international commercial business consists primarily of business-jet aircraft exports and worldwide aircraft services. The market for business-jet aircraft and related services outside North America has expanded significantly in recent years. While the installed base of aircraft is concentrated in North America, orders from international customers represent a significant segment of our aircraft business with approximately 65 percent of total backlog on December 31, 2013.
For a discussion of the risks associated with conducting business in international locations, see Risk Factors contained herein. For information regarding revenues and assets by geographic region, see Note Q to the Consolidated Financial Statements in Item 8.
COMPETITION

Several factors determine our ability to compete successfully in the defense and business-aviation markets. While customers’ evaluation criteria vary, the principal competitive elements include:

the technical excellence, reliability and cost competitiveness of our products and services;
our ability to innovate and develop new products and technologies that improve mission performance and adapt to dynamic threats;
successful program execution and on-time delivery of complex, integrated systems;
our global footprint and accessibility to customers;
our presence in the countries of several key customers;
the reputation and customer confidence derived from our past performance; and
the successful management of customer relationships.

DEFENSE MARKET COMPETITION
The U.S. government contracts with numerous domestic and foreign companies for products and services. We compete against other large-platform and system-integration contractors as well as smaller companies that specialize in a particular technology or capability. Internationally, we compete with global defense contractors’ exports and the offerings of private and state-owned defense manufacturers based in the countries where we operate. Our Combat Systems group competes with a large number of domestic and foreign businesses. Our Marine Systems group has one primary competitor with which it also partners on the Virginia-class submarine program. Our Information Systems and Technology group competes with many companies, from large defense companies to small niche competitors with specialized technologies or expertise. The operating cycle of many of our major platform programs can result in sustained periods of program continuity when we perform successfully.
We are involved in teaming and subcontracting relationships with some of our competitors. Competitions for major defense programs often require companies to form teams to bring together broad capabilities to meet the customer’s requirements. Opportunities associated with these programs include roles as the

12



program’s integrator, overseeing and coordinating the efforts of all participants on the team, or as a provider of a specific component or subsystem.

BUSINESS-JET AIRCRAFT MARKET COMPETITION
The Aerospace group has several competitors for each of its Gulfstream products. Key competitive factors include aircraft safety, reliability and performance; comfort and in-flight productivity; service quality, global footprint and responsiveness; technological and new-product innovation; and price. We believe that Gulfstream competes effectively in all of these areas.
The Aerospace group competes worldwide in its business-jet aircraft services business primarily on the basis of price, quality and timeliness. In its maintenance, repair and FBO businesses, the group competes with several other large companies as well as a number of smaller companies, particularly in the maintenance business. In its completions business, the group competes with other OEMs, as well as several third-party providers.
 
BACKLOG
Our total backlog represents the estimated remaining value of work to be performed under firm contracts and includes funded and unfunded portions. For additional discussion of backlog, see Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7.

Summary backlog information for each of our business groups follows:
 
 
 
 
 
 
2013 Total
Backlog Not
Expected to Be
Completed in 2014
December 31
2012
 
2013
 
  
Funded    
 
Unfunded    
 
Total    
 
Funded    
 
Unfunded  
 
Total    
 
Aerospace
$
15,458

 
$
209

 
$
15,667

 
$
13,785

 
$
158

 
$
13,943

 
$
7,442

Combat Systems
7,442

 
1,298

 
8,740

 
5,571

 
1,113

 
6,684

 
2,611

Marine Systems
13,495

 
3,606

 
17,101

 
11,795

 
5,063

 
16,858

 
11,573

Information Systems and Technology
8,130

 
1,643

 
9,773

 
7,253

 
1,267

 
8,520

 
1,864

Total backlog
$
44,525

 
$
6,756

 
$
51,281

 
$
38,404

 
$
7,601

 
$
46,005

 
$
23,490

RESEARCH AND DEVELOPMENT
To foster innovative product development and evolution, we conduct sustained R&D activities as part of our normal business operations. In the commercial sector, most of our Aerospace group’s R&D activities support Gulfstream’s product enhancement and development programs. In our U.S. defense businesses, we conduct customer-sponsored R&D activities under government contracts and company-sponsored R&D. In accordance with government regulations, we recover a significant portion of company-sponsored R&D expenditures through overhead charges to U.S. government contracts. For more information on our company-sponsored R&D activities, including our expenditures for the past three years, see Note A to the Consolidated Financial Statements in Item 8.
INTELLECTUAL PROPERTY
We develop technology, manufacturing processes and systems-integration practices. In addition to owning a large portfolio of proprietary intellectual property, we license some intellectual property rights to and from

13



others. The U.S. government holds licenses to many of our patents developed in the performance of U.S. government contracts, and it may use or authorize others to use the inventions covered by these patents. Although these intellectual property rights are important to the operation of our business, no existing patent, license or other intellectual property right is of such importance that its loss or termination would have a material impact on our business.
EMPLOYEES
On December 31, 2013, we and our subsidiaries had 96,000 employees, approximately one-fifth of whom work under collective agreements with various labor unions and worker representatives. Agreements covering approximately 5 percent of total employees are due to expire in 2014. Historically, we have renegotiated labor agreements without any significant disruption to operating activities.
RAW MATERIALS, SUPPLIERS AND SEASONALITY
We depend on suppliers and subcontractors for raw materials, components and subsystems. These supply networks can experience price fluctuations and capacity constraints, which can put pressure on our costs. Effective management and oversight of suppliers and subcontractors is an important element of our successful performance. We attempt to mitigate these risks with our suppliers by entering into long-term agreements and leveraging company-wide agreements to achieve economies of scale, and by negotiating flexible pricing terms in our customer contracts. We have not experienced, and do not foresee, significant difficulties in obtaining the materials, components or supplies necessary for our business operations.
Our business is not generally seasonal in nature. The timing of contract awards, the availability of funding from the customer, the incurrence of contract costs and unit deliveries are the primary drivers of our revenue recognition. In the United States, these factors are influenced by the federal government’s budget cycle based on its October-to-September fiscal year. Internationally, work for many of our government customers is weighted toward the end of the calendar year.
 
REGULATORY MATTERS
U.S. GOVERNMENT CONTRACTS
U.S. government contracts are subject to procurement laws and regulations. The Federal Acquisition Regulation (FAR) and the Cost Accounting Standards (CAS) govern the majority of our contracts. The FAR mandates uniform policies and procedures for U.S. government acquisitions and purchased services. Also, individual agencies can have acquisition regulations that provide implementing language for the FAR or that supplement the FAR. For example, the DoD implements the FAR through the Defense Federal Acquisition Regulation Supplement (DFARS). For all federal government entities, the FAR regulates the phases of any product or service acquisition, including:

acquisition planning,
competition requirements,
contractor qualifications,
protection of source selection and vendor information, and
acquisition procedures.
In addition, the FAR addresses the allowability of our costs, while the CAS address how those costs can be allocated to contracts. The FAR subjects us to audits and other government reviews covering issues such as cost, performance and accounting practices relating to our contracts.

14



INTERNATIONAL
Our international sales are subject to the applicable foreign government regulations and procurement policies and practices, as well as U.S. policies and regulations. We are also subject to regulations governing investments, exchange controls, repatriation of earnings and import-export control.
BUSINESS-JET AIRCRAFT
The Aerospace group is subject to FAA regulation in the United States and other similar aviation regulatory authorities internationally, including the Civil Aviation Administration of Israel (CAAI), the European Aviation Safety Agency (EASA) and the Civil Aviation Administration of China (CAAC). For an aircraft to be manufactured and sold, the model must receive a type certificate from the appropriate aviation authority and each aircraft must receive a certificate of airworthiness. Aircraft outfitting and completions also require approval by the appropriate aviation authority, which often is accomplished through a supplemental type certificate. Aviation authorities can require changes to a specific aircraft or model type before granting approval. Maintenance facilities and charter operations must be licensed by aviation authorities as well.

ENVIRONMENTAL
We are subject to a variety of federal, state, local and foreign environmental laws and regulations. These laws and regulations cover the discharge, treatment, storage, disposal, investigation and remediation of certain materials, substances and wastes. We are directly or indirectly involved in environmental investigations or remediation at some of our current and former facilities and at third-party sites that we do not own but where we have been designated a Potentially Responsible Party (PRP) by the U.S. Environmental Protection Agency or a state environmental agency. As a PRP, we potentially are liable to the government or third parties for the cost of remediating contamination. In cases where we have been designated a PRP, generally we seek to mitigate these environmental liabilities through available insurance coverage and by pursuing appropriate cost-recovery actions. In the unlikely event we are required to fully fund the remediation of a site, the current statutory framework would allow us to pursue contributions from other PRPs. We regularly assess our compliance status and management of environmental matters.
Operating and maintenance costs associated with environmental compliance and management of contaminated sites are a normal, recurring part of our operations. Historically, these costs have not been material. Environmental costs often are recoverable under our contracts with the U.S. government. Based on information currently available and current U.S. government policies relating to cost recovery, we do not expect continued compliance with environmental regulations to have a material impact on our results of operations, financial condition or cash flows. For additional information relating to the impact of environmental matters, see Note N to the Consolidated Financial Statements in Item 8.
AVAILABLE INFORMATION
We file several types of reports and other information with the Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. These reports and information include an annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements. Free copies of these items are made available on our website (www.generaldynamics.com) as soon as practicable and through the General Dynamics investor relations office at (703) 876-3583.
These items also can be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. Information on the operation of the Public Reference Room is available by calling the SEC at (800) SEC-0330. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information.
 

15



ITEM 1A. RISK FACTORS

An investment in our common stock or debt securities is subject to risks and uncertainties. Investors should consider the following factors, in addition to the other information contained in this Annual Report on Form 10-K, before deciding whether to purchase our securities.

Investment risks can be market-wide as well as unique to a specific industry or company. The market risks faced by an investor in our stock are similar to the uncertainties faced by investors in a broad range of industries. There are some risks that apply more specifically to our business.

Our revenues are concentrated with the U.S. government. This customer relationship involves some specific risks. In addition, our sales to international customers expose us to different financial and legal risks. Despite the varying nature of our U.S. and international defense and business-aviation operations and the markets they serve, each group shares some common risks, such as the ongoing development of high-technology products and the price, availability and quality of commodities and subsystems.

The U.S. government provides a significant portion of our revenues. In each of the past three years, approximately two-thirds of our revenues were from the U.S. government. U.S. defense spending is driven by threats to national security. While the country has been under an elevated threat level for more than a decade, competing demands for federal funds are pressuring various areas of spending. Defense investment accounts (budgets for procurement and research and development) remain under pressure. Decreases in U.S. government defense spending, including investment accounts, or changes in spending allocation could result in one or more of our programs being reduced, delayed or terminated, which could impact our financial performance.

For additional information relating to the U.S. defense budget, see the Business Environment section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7.

U.S. government contracts are not always fully funded at inception and any funding is subject to disruption or delay. Our U.S. government revenues are funded by agency budgets that operate on an October-to-September fiscal year. Early each calendar year, the President of the United States presents to the Congress the budget for the upcoming fiscal year. This budget proposes funding levels for every federal agency and is the result of months of policy and program reviews throughout the Executive branch. For the remainder of the year, the appropriations and authorization committees of the Congress review the President’s budget proposals and establish the funding levels for the upcoming fiscal year. Once these levels are enacted into law, the Executive Office of the President administers the funds to the agencies.

There are two primary risks associated with the U.S. government budget cycle. First, the annual process may be delayed or disrupted, which has occurred during the past few years. For example, changes in congressional schedules due to elections or other legislative priorities, or negotiations for program funding levels can interrupt the process. If the annual budget is not approved by the beginning of the government fiscal year, portions of the U.S. government can shut down or operate under a continuing resolution that maintains spending at prior-year levels, which can impact funding for our programs and timing of new awards. Second, the Congress typically appropriates funds on a fiscal-year basis, even though contract performance may extend over many years. Future revenues under existing multi-year contracts are conditioned on the continuing availability of congressional appropriations. Changes in appropriations in subsequent years may impact the funding available for these programs. Delays or changes in funding can impact the timing of available funds or lead to changes in program content.

16




Our U.S. government contracts are subject to termination rights by the customer. U.S. government contracts generally permit the government to terminate a contract, in whole or in part, for convenience. If a contract is terminated for convenience, a contractor usually is entitled to receive payments for its allowable costs and the proportionate share of fees or earnings for the work performed. The government may also terminate a contract for default in the event of a breach by the contractor. If a contract is terminated for default, the government in most cases pays only for the work it has accepted. The termination of multiple or large programs could have a material adverse effect on our future revenues and earnings.

Government contractors are subject to audit by the U.S. government. U.S. government agencies routinely audit and review government contractors. These agencies review a contractor’s performance under its contracts and compliance with applicable laws, regulations and standards. The U.S. government also reviews the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, labor, accounting and information systems. In some cases, audits may result in contractor costs not being reimbursed or subject to repayment. If an audit or investigation were to result in allegations against a contractor of improper or illegal activities, civil or criminal penalties and administrative sanctions could result, including termination of contracts, forfeiture of profits, suspension of payments, fines, and suspension or prohibition from doing business with the U.S. government. In addition, reputational harm could result if allegations of impropriety were made.

Our Aerospace group is subject to changing customer demand for business aircraft. The business-jet market is driven by the demand for business-aviation products and services by business, individual and government customers in the United States and around the world. The Aerospace group’s results also depend on other factors, including general economic conditions, the availability of credit and trends in capital goods markets. In addition, if customers default on existing contracts and the contracts are not replaced, the group’s anticipated revenues and profitability could be materially reduced as a result.
 
Earnings and margins depend on our ability to perform on our contracts. When agreeing to contractual terms, our management team makes assumptions and projections about future conditions or events. The accounting for our contracts and programs requires assumptions and estimates about these conditions and events. These projections and estimates assess:

the productivity and availability of labor,
the complexity of the work to be performed,
the cost and availability of materials and components, and
schedule requirements.
If there is a significant change in one or more of these circumstances or estimates, or if the risks under our contracts are not managed adequately, the profitability of contracts could be adversely affected. This could affect earnings and margins materially.

Earnings and margins depend in part on subcontractor and vendor performance. We rely on other companies to provide materials, components and subsystems for our products. Subcontractors also perform some of the services that we provide to our customers. We depend on these subcontractors and vendors to meet our contractual obligations in full compliance with customer requirements. We manage our supplier base carefully to avoid customer problems. However, we sometimes rely on only one or two sources of supply that, if disrupted, could have an adverse effect on our ability to meet our customer commitments. Our ability to perform our obligations may be adversely affected if one or more of these

17



suppliers is unable to provide the agreed-upon supplies or perform the agreed-upon services in a timely and cost-effective manner.

International sales and operations are subject to different risks that may be associated with doing business in foreign countries. In some countries there is increased chance for economic, legal or political changes, and procurement procedures may be less robust or mature, which may complicate the contracting process. Our international business may be sensitive to changes in a foreign government’s budgets, leadership and national priorities. International transactions can involve increased financial and legal risks arising from foreign exchange-rate variability and differing legal systems. Our international business is subject to U.S. and foreign laws and regulations, including laws and regulations relating to import-export controls, technology transfers, the Foreign Corrupt Practices Act and certain other anti-corruption laws, and the International Traffic in Arms Regulations (ITAR). An unfavorable event or trend in any one or more of these factors or a failure to comply with U.S. or foreign laws could result in administrative, civil or criminal liabilities, including suspension or debarment from government contracts or suspension of our export privileges and could materially adversely affect revenues and earnings associated with our international business.

In addition, some international government customers require contractors to enter into letters of credit, performance or surety bonds, bank guarantees and other similar financial arrangements. We may also be required to agree to specific in-country purchases, manufacturing agreements or financial support arrangements, known as offsets, that require us to satisfy certain requirements or face penalties. Offset requirements may extend over several years and require us to establish joint ventures with local companies. If we do not satisfy these financial or offset requirements, our future revenues and earnings may be materially adversely affected.

Our future success depends, in part, on our ability to develop new products and technologies and maintain a qualified workforce to meet the needs of our customers. Many of the products and services we provide involve sophisticated technologies and engineering, with related complex manufacturing and system integration processes. Our customers’ requirements change and evolve regularly. Accordingly, our future performance depends, in part, on our ability to continue to develop, manufacture and provide innovative products and services and bring those offerings to market quickly at cost-effective prices. Because of the highly specialized nature of our business, we must hire and retain the skilled and qualified personnel necessary to perform the services required by our customers. If we are unable to develop new products that meet customers’ changing needs or successfully attract and retain qualified personnel, our future revenues and earnings may be materially adversely affected.

We have made and expect to continue to make investments, including acquisitions and joint ventures, that involve risks and uncertainties. When evaluating potential mergers and acquisitions, we make judgments regarding the value of business opportunities, technologies and other assets and the risks and costs of potential liabilities based on information available to us at the time of the transaction. Whether we realize the anticipated benefits from these transactions depends on multiple factors, including our integration of the businesses involved, the performance of the underlying products, capabilities or technologies, market conditions following the acquisition and acquired liabilities, including some that may not have been identified prior to the acquisition. These factors could materially adversely affect our financial results.

Changes in business conditions may cause goodwill and other intangible assets to become impaired. Goodwill represents the purchase price paid in excess of the fair value of net tangible and

18



intangible assets acquired. Goodwill is subject to an impairment test on an annual basis and when circumstances indicate that an impairment is more likely than not. Such circumstances include a significant adverse change in the business climate for one of our reporting units or a decision to dispose of a reporting unit or a significant portion of a reporting unit. We face some uncertainty in our business environment due to a variety of challenges, including changes in defense spending. We may experience unforeseen circumstances that adversely affect the value of our goodwill or intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets. Future write-offs of goodwill or other intangible assets as a result of an impairment test or any accelerated amortization of other intangible assets could have a negative impact on our results of operations and financial condition.

Our business could be negatively impacted by cyber security events and other disruptions. As a defense contractor, we face various cyber security threats, including threats to our information technology infrastructure and attempts to gain access to our proprietary or classified information, denial of service attacks, as well as threats to the physical security of our facilities and employees, and threats from terrorist acts. We also design and manage information technology systems for various customers. We generally face the same security threats for these systems as for our own. Accordingly, we maintain information security policies and procedures for managing all systems. We have experienced cyber security threats to our information technology infrastructure and attempts to gain access to our sensitive information. Such prior events have not had a material impact on our financial condition, results of operations or liquidity. However, future threats could cause harm to our business and our reputation and challenge our eligibility for future work on sensitive or classified systems for U.S. government customers, as well as negatively impact our results of operations materially. Our insurance coverage may not be adequate to cover all the costs related to cyber security attacks or disruptions resulting from such events.




19



FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements that are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “outlook,” “estimates,” “should” and variations of these words and similar expressions are intended to identify forward-looking statements. These include but are not limited to projections of revenues, earnings, operating margins, segment performance, cash flows, contract awards, aircraft production, deliveries and backlog. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors, including, without limitation, the risk factors discussed in this section.

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We operate in a number of offices, manufacturing plants, laboratories, warehouses and other facilities in the United States and abroad. We believe our facilities are adequate for our present needs and, given planned improvements and construction, expect them to remain adequate for the foreseeable future.

On December 31, 2013, our business groups had primary operations at the following locations:
Aerospace – Lincoln and Long Beach, California; West Palm Beach, Florida; Brunswick and Savannah, Georgia; Cahokia, Illinois; Bedford and Westfield, Massachusetts; Las Vegas, Nevada; Teterboro, New Jersey; Dallas and Houston, Texas; Appleton, Wisconsin; Sorocaba, Brazil; Beijing and Hong Kong, China; Dusseldorf, Germany; Mexicali, Mexico; Moscow, Russia; Singapore; Basel, Geneva and Zurich, Switzerland; Dubai, United Arab Emirates; Luton, United Kingdom.
Combat Systems – Anniston, Alabama; East Camden and Hampton, Arkansas; Healdsburg, California; Crawfordsville, St. Petersburg and Tallahassee, Florida; Chicago and Marion, Illinois; Saco, Maine; Westminster, Maryland; Shelby Township, Sterling Heights and Troy, Michigan; Joplin, Missouri; Lincoln, Nebraska; Lima, Ohio; Eynon, Red Lion and Scranton, Pennsylvania; Edgefield and Ladson, South Carolina; Garland, Texas; Williston, Vermont; Marion, Virginia; Auburn, Washington; Oshkosh, Wisconsin; Vienna, Austria; Edmonton, London, La Gardeur, St. Augustin and Valleyfield, Canada; St. Etienne, France; Kaiserslautern, Germany; Granada, Sevilla and Trubia, Spain; Kreuzlingen, Switzerland.

20



Marine Systems – San Diego, California; Groton and New London, Connecticut; Jacksonville, Florida; Bath and Brunswick, Maine; North Kingstown, Rhode Island; Chesapeake and Norfolk, Virginia; Mexicali, Mexico.
Information Systems and Technology – Cullman, Alabama; Phoenix and Scottsdale, Arizona; San Diego and Santa Clara, California; Colorado Springs, Colorado; Lynn Haven and Orlando, Florida; Coralville, Iowa; Lawrence, Kansas; Annapolis Junction and Towson, Maryland; Needham, Pittsfield and Taunton, Massachusetts; Ypsilanti, Michigan; Bloomington, Minnesota; Nashua, New Hampshire; Florham Park, New Jersey; Greensboro and Newton, North Carolina; Houston and Kilgore, Texas; Sandy, Utah; Arlington, Chantilly, Chesapeake, Fairfax, Herndon, Richmond and Springfield, Virginia; Calgary and Ottawa, Canada; Tallinn, Estonia; Oakdale, St. Leonards and Throckmorton, United Kingdom.
A summary of floor space by business group on December 31, 2013, follows:
 
(Square feet in millions)
Company-owned
Facilities
 
Leased
Facilities
 
Government-owned
Facilities
 
Total    
Aerospace
6.1

 
4.6

 

 
10.7

Combat Systems
8.3

 
5.2

 
5.7

 
19.2

Marine Systems
8.3

 
2.2

 

 
10.5

Information Systems and Technology
3.2

 
9.0

 
0.9

 
13.1

Total
25.9

 
21.0

 
6.6

 
53.5



ITEM 3. LEGAL PROCEEDINGS

For information relating to legal proceedings, see Note N to the Consolidated Financial Statements in Item 8.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.


21



PART II

ITEM 5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed on the New York Stock Exchange.
The high and low sales prices of our common stock and the cash dividends declared on our common stock for each quarter of 2012 and 2013 are included in the Supplementary Data contained in Item 8.
On January 26, 2014, there were approximately 14,000 holders of record of our common stock.
For information regarding securities authorized for issuance under our equity compensation plans, see Note O to the Consolidated Financial Statements contained in Item 8.
We did not make any unregistered sales of equity securities in 2013.
The following table provides information about our fourth quarter repurchases of equity securities that are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended:
Period
 
Total Number of Shares Purchased

 
Average Price Paid per Share

 
Total Number of Shares Purchased as Part of Publicly Announced Program*

 
Maximum Number of Shares that May Yet Be Purchased Under the Program*

Pursuant to Share Buyback Program
 
 
 
 
9/30/13-10/27/13
 
244,980

 
$
87.67

 
244,980

 
11,436,352

10/28/13-11/24/13
 

 
$

 

 
11,436,352

11/25/13-12/31/13
 

 
$

 

 
11,436,352

Total
 
244,980

 
$
87.67

 
 
 
 
* On October 2, 2013, with 1.4 million shares remaining under a prior authorization, the board of directors authorized management to repurchase 10 million shares of common stock.
For additional information relating to our repurchases of common stock during the past three years, as well as the subsequent repurchase of 11.4 million shares in January 2014, see Financial Condition, Liquidity and Capital Resources – Financing Activities – Share Repurchases contained in Item 7.
The following performance graph compares the cumulative total return to shareholders on our common stock, assuming reinvestment of dividends, with similar returns for the Standard & Poor’s® 500 Index and the Standard & Poor’s® Aerospace & Defense Index, both of which include General Dynamics.

22



Cumulative Total Return
Based on Investments of $100 Beginning December 31, 2008
(Assumes Reinvestment of Dividends)

23



ITEM 6. SELECTED FINANCIAL DATA
The following table presents selected historical financial data derived from the Consolidated Financial Statements and other company information for each of the five years presented. This information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and the Notes thereto.
(Dollars and shares in millions, except per-share and employee amounts)
 
 
 
 
 
 
 
 
 
2009
 
2010
 
2011
 
2012
 
2013
Summary of Operations
 
 
 
 
 
 
 
 
 
Revenues
$
31,981

 
$
32,466

 
$
32,677

 
$
31,513

 
$
31,218

Operating earnings
3,675

 
3,945

 
3,826

 
833

 
3,685

Operating margin
11.5
%
 
12.2
%
 
11.7
%
 
2.6
 %
 
11.8
%
Interest, net
(160
)
 
(157
)
 
(141
)
 
(156
)
 
(86
)
Provision for income taxes, net
1,106

 
1,162

 
1,166

 
873

 
1,121

Earnings (loss) from continuing operations
2,407

 
2,628

 
2,552

 
(332
)
 
2,486

Return on sales (a)
7.5
%
 
8.1
%
 
7.8
%
 
(1.1
)%
 
8.0
%
Discontinued operations, net of tax
(13
)
 
(4
)
 
(26
)
 

 
(129
)
Net earnings (loss)
2,394

 
2,624

 
2,526

 
(332
)
 
2,357

Diluted earnings (loss) per share:
 
 
 
 
 
 
 
 
 
Continuing operations (b)
6.20

 
6.82

 
6.94

 
(0.94
)
 
7.03

Net earnings (loss) (b)
6.17

 
6.81

 
6.87

 
(0.94
)
 
6.67

Cash Flows
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
2,855

 
$
2,986

 
$
3,238

 
$
2,687

 
$
3,106

Net cash used by investing activities
(1,392
)
 
(408
)
 
(1,974
)
 
(656
)
 
(367
)
Net cash used by financing activities
(806
)
 
(2,226
)
 
(1,201
)
 
(1,382
)
 
(725
)
Net cash used by discontinued operations
(15
)
 
(2
)
 
(27
)
 
(2
)
 
(9
)
Cash dividends declared per common share
1.52

 
1.68

 
1.88

 
2.04

 
2.24

Financial Position
 
 
 
 
 
 
 
 
 
Cash and equivalents
$
2,263

 
$
2,613

 
$
2,649

 
$
3,296

 
$
5,301

Total assets
31,077

 
32,545

 
34,883

 
34,309

 
35,448

Short- and long-term debt
3,864

 
3,203

 
3,930

 
3,909

 
3,909

Shareholders’ equity
12,423

 
13,316

 
13,232

 
11,390

 
14,501

Debt-to-equity (c)
31.1
%
 
24.1
%
 
29.7
%
 
34.3
 %
 
27.0
%
Book value per share (d)
32.21

 
35.79

 
37.12

 
32.20

 
41.03

Operating working capital (e)
948

 
1,104

 
1,195

 
746

 
714

Other Information
 
 
 
 
 
 
 
 
 
Free cash flow from operations (f)
$
2,470

 
$
2,616

 
$
2,780

 
$
2,237

 
$
2,666

Return on invested capital (g)
18.0
%
 
17.4
%
 
16.4
%
 
(0.4
)%
 
16.6
%
Funded backlog
45,856

 
43,379

 
44,699

 
44,525

 
38,404

Total backlog
65,545

 
59,561

 
57,410

 
51,281

 
46,005

Shares outstanding
385.7

 
372.1

 
356.4

 
353.7

 
353.4

Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
Basic
385.5

 
381.2

 
364.1

 
353.3

 
350.7

Diluted
387.9

 
385.2

 
367.5

 
353.3

 
353.5

Employees
91,700

 
90,000

 
95,100

 
92,200

 
96,000

Sales per employee (h)
346,500

 
358,100

 
358,600

 
337,300

 
337,600

(a)
Return on sales is calculated as earnings (loss) from continuing operations divided by revenues.
(b)
2012 amounts exclude dilutive effect of stock options and restricted stock as it was antidilutive.
(c)
Debt-to-equity ratio is calculated as total debt divided by total equity as of year end.
(d)
Book value per share is calculated as total equity divided by total outstanding shares as of year end.
(e)
Operating working capital is calculated as accounts receivable, contracts in process (excluding “other contract costs” - see Note G to the Consolidated Financial Statements in Item 8) and inventories less accounts payable, customer advances and deposits, and liabilities for salaries and wages.
(f)
See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for a reconciliation of net cash provided by operating activities to free cash flow from operations.
(g)
See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the calculation of return on invested capital.
(h)
Sales per employee is calculated as revenues for the past 12 months divided by the average number of employees for the period.

24



(Dollars in millions, except per-share amounts or unless otherwise noted)
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For an overview of our business groups, including a discussion of products and services provided, see the Business discussion contained in Item 1.

BUSINESS ENVIRONMENT
More than 60 percent of our revenues are from the U.S. government. Accordingly, our financial performance is impacted by U.S. government spending levels, particularly defense spending. Over the past several years, U.S. defense spending has been reduced, due in part to the country’s fiscal shortfall. To address this shortfall, the Budget Control Act of 2011 (BCA) mandated a $487 billion, or 8 percent, reduction to previously-planned defense funding over 10 years. The BCA also included a mechanism, referred to as the sequester, that can impose additional defense cuts of up to $500 billion, or 9 percent, over nine years starting in fiscal year (FY) 2013.
The Bipartisan Budget Act of 2013 (BBA) prescribed defense top-line funding for FY 2014 and 2015 at levels generally consistent with FY 2013, reducing budget uncertainties and providing near-term stability. The BBA also included sequester reductions of approximately $30 billion in FY 2014 and $43 billion in FY 2015, less than the amounts imposed by the BCA.
In adherence to the BBA, Congress appropriated $497 billion in FY 2014 for the Department of Defense (DoD), including approximately $156 billion for procurement and research and development (R&D) budgets, also known as investment accounts, relatively consistent with FY 2013. These investment accounts are the source of the majority of our U.S. government revenues.
The long-term outlook for our U.S. defense business is buoyed by the relevance of our programs to the U.S. military’s funding priorities, the diversity of our programs and customers, our insight into customer requirements stemming from our incumbency on core programs, our ability to evolve our products to address a fast-changing threat environment and our proven track record of successful contract execution.
We continue to pursue opportunities outside the U.S. presented by demand for military equipment and information technologies from our international operations and through exports from our North American businesses. While the revenue potential can be significant, our work for these customers is subject to changing budget priorities and overall spending pressures, as well as timing of contract awards.
In our Aerospace group, business-jet market conditions were strong in 2013. The group benefited from improved order interest across the group’s range of customers and lower customer contract defaults. We expect our continued investment in new aircraft products to support Aerospace’s long-term growth. Similarly, we believe aircraft-service revenues provide the group diversified exposure to aftermarket sales fueled by the global installed business-jet fleet.


25



RESULTS OF OPERATIONS
INTRODUCTION
An understanding of our accounting practices is important to evaluate our operating results. We recognize the majority of our revenues using the percentage-of-completion method of accounting. The following paragraphs explain how this method is applied in recognizing revenues and operating costs in our Aerospace and defense groups.
In the Aerospace group, contracts for new aircraft have two major phases: the manufacture of the “green” aircraft and the aircraft’s outfitting, which includes exterior painting and installation of customer-selected interiors. We record revenues on these contracts at the completion of these two phases: when green aircraft are delivered to and accepted by the customer, and when the customer accepts final delivery of the outfitted aircraft. Revenues in the Aerospace group’s other original equipment manufacturers (OEMs) completions and services businesses are recognized as work progresses or upon delivery of services. Changes in revenues result from the number and mix of new aircraft deliveries (green and outfitted), progress on aircraft completions and the level of aircraft service activity during the period.
The majority of the Aerospace group’s operating costs relates to new aircraft production for firm orders and consists of labor, material and overhead costs. The costs are accumulated in production lots and recognized as operating costs at green aircraft delivery based on the estimated average unit cost in a production lot. While changes in the estimated average unit cost for a production lot impact the level of operating costs, the amount of operating costs reported in a given period is based largely on the number and type of aircraft delivered. Operating costs in the Aerospace group’s completions and services businesses are generally recognized as incurred.
For new aircraft, operating earnings and margins are a function of the prices of our aircraft, our operational efficiency in manufacturing and outfitting the aircraft, and the mix of aircraft deliveries between the higher-margin large-cabin and lower-margin mid-cabin aircraft. Additional factors affecting the group’s earnings and margins include the volume, mix and profitability of completions and services work performed, the market for pre-owned aircraft, and the level of general and administrative (G&A) and net R&D costs incurred by the group.
In the defense groups, revenue on long-term government contracts is recognized as work progresses, either as products are produced or services are rendered. As a result, changes in revenues are discussed generally in terms of volume, typically measured by the level of activity on individual contracts or programs. Year-over-year variances attributed to volume are due to changes in production or service levels and delivery schedules.
Operating costs for the defense groups consist of labor, material, subcontractor, overhead and G&A costs and are recognized generally as incurred. Variances in costs recognized from period to period primarily reflect increases and decreases in production or activity levels on individual contracts and, therefore, result largely from the same factors that drive variances in revenues.
Operating earnings and margins in the defense groups are driven by changes in volume, performance or contract mix. Performance refers to changes in profitability based on revisions to estimates at completion on individual contracts. These revisions result from increases or decreases to the estimated value of the contract, the estimated costs to complete or both. Therefore, changes in costs incurred in the period compared with prior periods do not necessarily impact profitability. It is only when total estimated costs at completion on a given contract change without a corresponding change in the value of that contract that the profitability of that contract may be impacted. Contract mix refers to changes in the volume of higher- vs. lower-margin

26



work. Additionally, higher or lower margins can be inherent in the contract type (e.g., fixed-price/cost-reimbursable) or type of work (e.g., development/production).
CONSOLIDATED OVERVIEW
REVIEW OF 2012 VS. 2013
Year Ended December 31
2012
 
2013
 
Variance
Revenues
$
31,513

 
$
31,218

 
$
(295
)
 
(0.9
)%
Operating costs and expenses
30,680

 
27,533

 
3,147

 
10.3
 %
Operating earnings
833

 
3,685

 
2,852

 
342.4
 %
Operating margins
2.6
%
 
11.8
%
 
 
 
 
Our revenues were essentially flat in 2013 compared with 2012 despite a challenging business environment that included a 16-day partial U.S. government shutdown. We experienced lower volume in our Combat Systems business as a result of decreased U.S. Army spending and delays in international orders. This was largely offset by higher revenues in our Aerospace group from increased deliveries of G650 and G280 aircraft. Revenues increased slightly in our Marine Systems and Information Systems and Technology groups in 2013. Operating costs were lower in 2013 due to several discrete charges in 2012, most significantly a $2 billion goodwill impairment recorded in the Information Systems and Technology group. These charges are discussed below in conjunction with our business groups’ operating results. Operating earnings and margins increased significantly in 2013 due to improved operating performance.
REVIEW OF 2011 VS. 2012
Year Ended December 31
2011
 
2012
 
Variance
Revenues
$
32,677

 
$
31,513

 
$
(1,164
)
 
(3.6
)%
Operating costs and expenses
28,851

 
30,680

 
(1,829
)
 
(6.3
)%
Operating earnings
3,826

 
833

 
(2,993
)
 
(78.2
)%
Operating margins
11.7
%
 
2.6
%
 
 

 
 

Our revenues decreased in 2012 compared with 2011 due to lower volume in the Information Systems and Technology group’s mobile communication systems business and on several European wheeled vehicle contracts in the Combat Systems group. These decreases were partially offset by higher revenues in the Aerospace group due to increased deliveries of G650 aircraft. Operating costs increased in 2012 due to the discrete charges referenced above, resulting in lower operating earnings and margins.


27



REVIEW OF BUSINESS GROUPS
Year Ended December 31
2011
 
2012
 
2013
  
Revenues
 
Operating
 Earnings
 
Revenues
 
Operating
 Earnings
 
Revenues
 
Operating 
Earnings
Aerospace
$
5,998

 
$
729

 
$
6,912

 
$
858

 
$
8,118

 
$
1,416

Combat Systems
8,827

 
1,283

 
7,992

 
663

 
6,120

 
904

Marine Systems
6,631

 
691

 
6,592

 
750

 
6,712

 
666

Information Systems and Technology
11,221

 
1,200

 
10,017

 
(1,369
)
 
10,268

 
795

Corporate

 
(77
)
 

 
(69
)
 

 
(96
)
 
$
32,677

 
$
3,826

 
$
31,513

 
$
833

 
$
31,218

 
$
3,685

Following is a discussion of operating results and outlook for each of our business groups. For the Aerospace group, results are analyzed with respect to specific lines of products and services, consistent with how the group is managed. For the defense groups, the discussion is based on the types of products and services each group offers with a supplemental discussion of specific contracts and programs when significant to the group’s results. Information regarding our business groups also can be found in Note Q to the Consolidated Financial Statements in Item 8.
AEROSPACE
Review of 2012 vs. 2013
Year Ended December 31
2012
 
2013
 
Variance
Revenues
$
6,912

 
$
8,118

 
$
1,206

 
17.4
%
Operating earnings
858

 
1,416

 
558

 
65.0
%
Operating margins
12.4
%
 
17.4
%
 
 
 
 
 
 
 
 
 
 
 
 
Gulfstream aircraft deliveries (in units):
 
 
 
 
 
 
 
Green
121
 
139
 
18

 
14.9
%
Outfitted
94
 
144
 
50

 
53.2
%
The increase in the Aerospace group’s revenues in 2013 consisted of the following:
Aircraft manufacturing, outfitting and completions
$
1,061

Aircraft services
39

Pre-owned aircraft
106

Total increase
$
1,206

Aircraft manufacturing, outfitting and completions revenues increased in 2013 primarily due to additional deliveries of G650 and G280 aircraft. Production rates for these aircraft have been ramping up since their initial green deliveries in 2011 and 2012, respectively. Pre-owned aircraft sales increased as we sold 11 aircraft in 2013 as compared to three in 2012. The group had one pre-owned aircraft available for sale on December 31, 2013.
The increase in the group’s operating earnings in 2013 consisted of the following:

28



Aircraft manufacturing, outfitting and completions
$
376

Aircraft services
222

Pre-owned aircraft
(9
)
G&A/other expenses
(31
)
Total increase
$
558

Aircraft manufacturing, outfitting and completions earnings increased in 2013 primarily due to the increase in aircraft deliveries discussed above. In addition to improved performance, aircraft services earnings increased in 2013 primarily due to the impairment charge taken in 2012 discussed below. In the completions and maintenance businesses, Jet Aviation made positive contributions throughout 2013 following actions to reduce costs and improve operational processes.
Review of 2011 vs. 2012
Year Ended December 31
2011
 
2012
 
Variance
Revenues
$
5,998

 
$
6,912

 
$
914

 
15.2
 %
Operating earnings
729

 
858

 
129

 
17.7
 %
Operating margins
12.2
%
 
12.4
%
 
 

 
 

Gulfstream aircraft deliveries (in units):
 
 
 
 
 
 
 
    Green
107
 
121

 
14

 
13.1
 %
Outfitted
99
 
94

 
(5
)
 
(5.1
)%
The Aerospace group’s revenues and operating earnings increased in 2012 primarily due to increased green deliveries of G650 aircraft, which began in the fourth quarter of 2011. Losses in Jet Aviation’s completions business in 2011 included a $111 impairment of the completions business intangible asset and $78 of project losses, while 2012 was negatively impacted by a $191 impairment of the maintenance business intangible assets. During 2011 and 2012, Jet Aviation’s completions and maintenance businesses suffered from an increasingly competitive marketplace and performance issues.
2014 Outlook
With continued growth in deliveries of newer Gulfstream aircraft models, we expect an increase of approximately 11 percent in the group’s revenues in 2014 compared with 2013. Operating margins are expected to be around 17 percent.
COMBAT SYSTEMS
Review of 2012 vs. 2013
Year Ended December 31
2012
 
2013
 
Variance
Revenues
$
7,992

 
$
6,120

 
$
(1,872
)
 
(23.4
)%
Operating earnings
663

 
904

 
241

 
36.3
 %
Operating margins
8.3
%
 
14.8
%
 
 
 
 
The decrease in the Combat Systems group’s revenues in 2013 consisted of the following:
U.S. military vehicles
$
(1,389
)
Weapons systems and munitions
(439
)
European military vehicles
(44
)
Total decrease
$
(1,872
)

29



In 2013, revenues were down as a result of decreased U.S. Army spending, in part due to sequestration and the government shutdown. This impacted U.S. military vehicle programs, including Stryker, Abrams and Mine-Resistant, Ambush-Protected (MRAP), and weapons systems and munitions, including axles, Hydra-70 rockets, guns and ammunition. In addition, revenues in the group’s European military vehicles business were down slightly due to final vehicle deliveries in 2012 on Duro and Eagle wheeled vehicle contracts for the Swiss and German governments, respectively.
In response to decreased customer spending and to align our business with anticipated future demand, we implemented cost reduction initiatives in 2013 throughout the group. We reduced headcount by more than 25 percent in our U.S. and European military vehicles businesses. Additionally, we consolidated our weapons systems and munitions businesses. Our actions are intended to help us remain competitively positioned for the future while creating opportunities for margin improvement.
The Combat Systems group’s operating earnings and margins increased in 2013 primarily due to the 2012 discrete charges in our European military vehicles business discussed below that reduced the group’s operating margins approximately 530 basis points. Operating earnings and margins also increased 120 basis points in 2013 due to strong performance across our U.S. businesses and the favorable impact of cost savings associated with restructuring activities in our European military vehicles business.
Review of 2011 vs. 2012 
Year Ended December 31
2011
 
2012
 
Variance
Revenues
$
8,827

 
$
7,992

 
$
(835
)
 
(9.5
)%
Operating earnings
1,283

 
663

 
(620
)
 
(48.3
)%
Operating margins
14.5
%
 
8.3
%
 
 
 
 
The Combat Systems group’s revenues decreased in 2012 compared with 2011 due to lower volume in the group’s European military vehicles and weapons systems and munitions businesses. In the group’s European military vehicles business, revenues were down in 2012 on contracts with various international customers that were nearing completion, including contracts for Piranha, Duro and Eagle vehicles. Volume was down across several U.S. armament and munitions programs in 2012 due to slowed defense spending, including vehicle armor, MK47 grenade launchers and Hydra-70 rockets. The sale of the detection systems business in the second quarter of 2011 also resulted in lower revenues in the weapons systems and munitions business in 2012.
The Combat Systems group’s operating earnings and margins decreased significantly in 2012 due to the negative impact of three discrete charges in our European military vehicles business:
$292 for contract dispute accruals, primarily related to the termination of the contract to provide Pandur vehicles for Portugal ($169 of this amount was recorded as a reduction of revenues);
$98 of restructuring-related charges, primarily severance, for activities associated with eliminating excess capacity; and
$67 of out-of-period adjustments recorded in the first quarter of 2012 ($48 of this amount was recorded as a reduction of revenues).
2014 Outlook
We expect the Combat Systems group’s revenues in 2014 to decrease 4 to 4.5 percent from 2013 with operating margins approximating 14 percent. Our outlook assumes approximately $1.2 billion in revenues from an international order expected in the first quarter of 2014.

30



MARINE SYSTEMS
Review of 2012 vs. 2013 
Year Ended December 31
2012
 
2013
 
Variance
Revenues
$
6,592

 
$
6,712

 
$
120

 
1.8
 %
Operating earnings
750

 
666

 
(84
)
 
(11.2
)%
Operating margins
11.4
%
 
9.9
%
 
 
 
 
The increase in the Marine Systems group’s revenues in 2013 consisted of the following:
Navy ship construction
$
(150
)
Navy ship engineering, repair and other services
178

Commercial ship construction
92

Total increase
$
120

The group’s U.S. Navy ship-construction programs include Virginia-class submarines, DDG-1000 and DDG-51 destroyers, and Mobile Landing Platform (MLP) auxiliary support ships. The decrease in 2013 construction revenues is due to the completion of the T-AKE combat-logistics ship program in late 2012. Partially offsetting this decrease, revenues increased on the Virginia-class program, primarily due to long-lead material for the initial boats on the next block of submarines. Revenues were higher on engineering and repair programs for the Navy in 2013 due to increased submarine overhaul and repair work. Commercial ship construction revenues increased as work commenced on contracts for Jones Act ships secured in late 2012 and 2013.
Operating earnings and margins decreased in 2013 due to the completion of the mature, higher-margin T-AKE program in 2012. Excluding the impact of this program, operating margins improved in 2013.
Review of 2011 vs. 2012 
Year Ended December 31
2011
 
2012
 
Variance
Revenues
$
6,631

 
$
6,592

 
$
(39
)
 
(0.6
)%
Operating earnings
691

 
750

 
59

 
8.5
 %
Operating margins
10.4
%
 
11.4
%
 
 

 
 

Revenues in the Marine Systems group decreased slightly in 2012 as lower Navy ship construction revenues were largely offset by higher revenues on engineering and repair programs for the Navy. Decreased Navy ship construction revenues on the Virginia-class and the T-AKE programs were partially offset by an increase on the MLP and DDG programs. Higher revenues on Navy engineering and repair programs were driven by the acquisition of two East Coast surface-ship repair operations and higher volume on the Ohio-class replacement engineering program.
Despite the decline in revenues, the Marine Systems group’s operating earnings increased in 2012. Increases in the T-AKE profit rate contributed $53 to the operating earnings growth, approximately 70 basis points of margin expansion, as the program continued to experience favorable cost performance through construction and delivery of the final ship.

31



2014 Outlook
We expect the Marine Systems group’s 2014 revenues to increase 2.5 percent from 2013 with operating margins approximating 9.5 percent.
INFORMATION SYSTEMS AND TECHNOLOGY
Review of 2012 vs. 2013
Year Ended December 31
2012
 
2013
 
Variance
Revenues
$
10,017

 
$
10,268

 
$
251

 
2.5
%
Operating earnings (loss)
(1,369
)
 
795

 
2,164

 
158.1
%
Operating margins
(13.7
)%
 
7.7
%
 
 
 
 
The increase in the Information Systems and Technology group’s revenues in 2013 consisted of the following:
Mobile communication systems
$
232

Information technology (IT) solutions and mission support services
189

Intelligence, surveillance and reconnaissance (ISR) systems
(170
)
Total increase
$
251

Revenues increased in 2013 in the mobile communication systems business due to higher volume on key programs that received significant production awards in late 2012 or 2013, including the Warfighter Information Network-Tactical (WIN-T), Handheld, Manpack and Small Form-Fit (HMS) and Common Hardware Systems-4 (CHS-4) programs. The IT services business added more than 8,000 employees throughout the year to meet commercial wireless customers’ accelerated schedules for IT infrastructure services and to start work on a contract to provide contact-center services for the Centers for Medicare & Medicaid Services, resulting in increased revenues in 2013. Revenues decreased in 2013 across the ISR business driven by lower U.S. defense spending and a slower-than-expected transition to related follow-on work.
The Information Systems and Technology group’s operating earnings and margins increased in 2013 due to several discrete charges taken in 2012 discussed below. Excluding these charges, operating margins decreased slightly in 2013 primarily due to growth in the lower-margin IT services business and performance challenges in the group’s U.K. business. The U.K. business was consolidated into our North American mobile communication systems business in 2013.
Review of 2011 vs. 2012
Year Ended December 31
2011
 
2012
 
Variance
Revenues
$
11,221

 
$
10,017

 
$
(1,204
)
 
(10.7
)%
Operating earnings
1,200

 
(1,369
)
 
(2,569
)
 
(214.1
)%
Operating margins
10.7
%
 
(13.7
)%
 
 
 
 
The Information Systems and Technology group’s revenues were down in 2012 compared with 2011, driven primarily by lower revenues in the mobile communication systems business. Revenues in this business were impacted unfavorably by slowed defense spending and protracted U.S. customer acquisition cycles. This resulted in lower revenues in 2012 on key programs including WIN-T and CHS, and in encryption and ruggedized hardware products. In addition, more than 10 percent of the decline in the group’s revenues

32



was due to lower volume on the U.K.-based Bowman communication system program, which was fielded successfully and moved into maintenance and long-term support.
Operating earnings and margins decreased significantly in 2012 compared with 2011 driven by the negative impact of four discrete charges:
$2 billion goodwill impairment resulting from a decline in the estimated fair value of the group caused by topline pressure from slowed defense spending and the threat of sequestration, coupled with margin compression due to a shift in the group’s contract mix impacting projected cash flows;
$110 of intangible asset impairments on several assets in our optical products business, most significantly the contract and program intangible asset, as a result of competitive losses and delays in 2012 indicative of lower overall demand caused by the economic downturn;
$58 write-down of substantially all of the remaining ruggedized hardware inventory based on anticipated remaining demand for products that ceased production in 2012; and
$26 for cost growth associated with the demonstration phase of the U.K. Specialist Vehicle (SV) program.
2014 Outlook
We expect 2014 revenues in the Information Systems and Technology group to decrease nearly 20 percent from 2013, largely due to award delays and slowed defense spending on major production programs in the mobile communication systems business. Operating margins are expected to be in the low-8 percent range.
CORPORATE
Corporate results consist primarily of compensation expense for stock options. Corporate operating costs totaled $77 in 2011, $69 in 2012 and $96 in 2013. We expect 2014 Corporate operating costs of approximately $85.
OTHER INFORMATION
PRODUCT AND SERVICE REVENUES AND OPERATING COSTS
Review of 2012 vs. 2013
Year Ended December 31
2012
 
2013
 
Variance
Revenues:
 
 
 
 
 
 
 
Products
$
19,784

 
$
19,371

 
$
(413
)
 
(2.1
)%
Services
11,729

 
11,847

 
118

 
1.0
 %
 
 
 
 
 
 
 
 
Operating Costs:
 
 
 
 
 
 
 
Products
$
16,228

 
$
15,296

 
$
(932
)
 
(5.7
)%
Services
10,182

 
10,158

 
(24
)
 
(0.2
)%
The decrease in product revenues in 2013 consisted of the following:

33



Military vehicle production
$
(1,218
)
Weapons systems and munitions production
(430
)
Aircraft manufacturing and outfitting
1,123

Other, net
112

Total decrease
$
(413
)
In 2013, military vehicle production revenues decreased on several programs, including the Stryker, Abrams and MRAP programs. Weapons systems and munitions production revenues decreased due to lower U.S. Army spending on axles, Hydra-70 rockets, guns and ammunition. Offsetting these decreases, aircraft manufacturing and outfitting revenues increased due to additional deliveries of the new G650 and G280 aircraft.
Product operating costs were lower in 2013 compared with 2012. Discrete charges in 2012 are discussed below. Excluding these charges, the decrease in product operating costs was primarily due to lower volume. No other changes were individually significant.

Primary changes due to volume:
 
  Military vehicle production
$
(1,180
)
  Weapons systems and munitions production
(358
)
  Aircraft manufacturing and outfitting
864

 
(674
)
2012 discrete charges
(289
)
Other changes, net
31

Total decrease
$
(932
)
The increase in service revenues in 2013 consisted of the following:
Ship engineering and repair
$
178

Other, net
(60
)
Total increase
$
118

Ship engineering and repair revenues increased in 2013 due to increased submarine overhaul and repair work.
Service operating costs were lower in 2013 compared with 2012 due to the intangible asset impairment in 2012 discussed below. Excluding this impairment, service operating costs increased primarily due to higher volume. No other changes were individually significant.
Ship engineering and repair volume
$
163

2012 intangible asset impairment
(191
)
Other changes, net
4

Total decrease
$
(24
)

34



Review of 2011 vs. 2012
Year Ended December 31
2011
 
2012
 
Variance
Revenues:
 
 
 
 
 
 
 
Products
$
21,440

 
$
19,784

 
$
(1,656
)
 
(7.7
)%
Services
11,237

 
11,729

 
492

 
4.4
 %
 
 
 
 
 
 
 
 
Operating Costs:
 
 
 
 
 
 
 
Products
$
17,230

 
$
16,228

 
$
(1,002
)
 
(5.8
)%
Services
9,591

 
10,182

 
591

 
6.2
 %
The decrease in product revenues in 2012 consisted of the following:
Mobile communication products
$
(1,177
)
European vehicle production
(636
)
Ship construction
(404
)
Aircraft manufacturing and outfitting
791

Other, net
(230
)
Total decrease
$
(1,656
)
In 2012, mobile communication products revenues decreased due to slowed defense spending and protracted U.S. customer acquisition cycles. Lower European vehicle production revenues were largely due to several contracts nearing completion and the revenue impact of the termination of the contract to provide Pandur vehicles to the Portuguese government. Ship construction revenues decreased due to the completion of the T-AKE combat-logistics ship program and timing of activity on the Virginia-class submarine program. Aircraft manufacturing and outfitting revenues were higher due to increased deliveries of G650 aircraft.
Product operating costs were lower in 2012 compared with 2011. As shown below, the decrease in product operating costs was primarily due to lower volume. Discrete charges discussed in conjunction with the Combat Systems and Information Systems and Technology 2012 business groups’ operating results included $110 of intangible asset impairments on several assets in our optical products business, $89 related to the termination of the contract to provide Pandur vehicles to the Portuguese government, $58 of ruggedized hardware inventory write-downs for products that ceased production in 2012 and $32 for cost growth associated with the demonstration phase of the SV program for the U.K. Ministry of Defence. The 2011 intangible asset impairment in Jet Aviation’s completions business is discussed in conjunction with the Aerospace business group’s operating results. No other changes were individually significant.

35



Primary changes due to volume:
 
  Mobile communication products
$
(850
)
  European vehicle production
(377
)
  Ship construction
(422
)
  Aircraft manufacturing and outfitting
585

 
(1,064
)
2012 discrete charges
289

2011 intangible asset impairment
(111
)
Other changes, net
(116
)
Total decrease
$
(1,002
)
The increase in service revenues in 2012 consisted of the following:
Ship engineering and repair
$
358

Mobile communication support
91

Other, net
43

Total increase
$
492

In 2012, the increase in ship engineering and repair revenues was driven by the acquisition of two East Coast surface-ship repair operations and higher volume on the Ohio-class replacement engineering program. Mobile communication support revenues increased in 2012 primarily due to higher maintenance and long-term support activity on the U.K.-based Bowman communication system program.
Service operating costs were higher in 2012 compared with 2011. As shown below, the increase in service operating costs was primarily due to higher volume. The 2012 intangible asset impairment in Jet Aviation’s maintenance business is discussed in conjunction with the Aerospace business group’s operating results. No other changes were individually significant.
Primary changes due to volume:
 
  Ship engineering and repair
$
298

  Mobile communication support
76

 
374

2012 intangible asset impairment
191

Other changes, net
26

Total increase
$
591

GOODWILL IMPAIRMENT
In 2012, we recorded a $2 billion goodwill impairment in the Information Systems and Technology group discussed in conjunction with the business group’s operating results.
G&A EXPENSES
As a percentage of revenues, G&A expenses were 6.2 percent in 2011, 7.2 percent in 2012 and 6.7 percent in 2013. G&A expenses in 2012 and 2013 were negatively impacted by restructuring-related charges in our European military vehicles business. We expect G&A expenses in 2014 to be approximately 6.5 percent of revenues.

36



INTEREST, NET
Net interest expense was $141 in 2011, $156 in 2012 and $86 in 2013. The decrease in interest expense from 2012 results from our debt refinancing completed in December 2012 that lowered the weighted-average interest rate on our outstanding debt from 3.9 percent to 2.2 percent. See Note J to the Consolidated Financial Statements in Item 8 for additional information regarding our debt obligations. We expect full-year 2014 net interest expense to be approximately $90.
OTHER, NET
In 2012, other expense included a $123 loss on the redemption of debt associated with the refinancing discussed above. In 2011, other income consisted primarily of a $38 gain from the sale of a business in our Combat Systems group.
PROVISION FOR INCOME TAXES, NET
Our effective tax rate was 31.4 percent in 2011, 161.4 percent in 2012 and 31.1 percent in 2013. The significant increase in 2012 was primarily due to the largely non-deductible goodwill impairment of $2 billion recorded in the Information Systems and Technology group and, to a lesser extent, the establishment of valuation allowances related to deferred tax assets in our international operations. For further discussion and a reconciliation of our effective tax rate from the statutory federal rate, see Note E to the Consolidated Financial Statements in Item 8. We anticipate an effective tax rate in the range of 30.5 to 31 percent in 2014.
DISCONTINUED OPERATIONS
In 2013, we recognized a $129 loss, net of taxes, from the settlement of the A-12 litigation with the U.S. Navy. See Note N to the Consolidated Financial Statements in Item 8 for further discussion of the A-12 settlement. In 2011, we recognized a $13 loss, net of taxes, in discontinued operations from the settlement of an environmental matter associated with a former operation of the company. We also increased our estimate of the legal costs associated with the A-12 litigation as a result of the U.S. Supreme Court’s decision in that year that extended the timeline associated with the litigation, resulting in a $13 loss, net of taxes, for a combined loss in discontinued operations of $26 in 2011.

BACKLOG AND ESTIMATED POTENTIAL CONTRACT VALUE

37




Our total backlog, including funded and unfunded portions, was $46 billion at the end of 2013 compared with $51.3 billion at year-end 2012.
Our backlog does not include work awarded on unfunded indefinite delivery, indefinite quantity (IDIQ) contracts or unexercised options associated with existing firm contracts, which we refer to collectively as estimated potential contract value. IDIQ contracts provide customers with flexibility when they have not defined the exact timing and quantity of deliveries or services that will be required at the time the contract is executed. Contract options in our defense business represent agreements to perform additional work under existing contracts at the election of the customer. The actual amount of funding received in the future may be higher or lower than our estimate of potential contract value. Contract options in the Aerospace group represent options to purchase new aircraft and long-term agreements with fleet customers. We recognize options in backlog when the customer exercises the option and establishes a firm order. On December 31, 2013, estimated potential contract value associated with IDIQ contracts and contract options was approximately $27.6 billion, up 3 percent from $26.9 billion at the end of 2012. We expect to realize this value over the next several years.

AEROSPACE
Aerospace funded backlog represents aircraft orders for which we have definitive purchase contracts and deposits from customers. Unfunded backlog consists of agreements to provide future aircraft maintenance and support services. The Aerospace group finished 2013 with a total backlog of $13.9 billion, down from $15.7 billion at year-end 2012. The group’s backlog has declined in recent years as we ramped up G650 production to work off the substantial orders we received upon introduction of the aircraft in 2008.
Orders were up significantly compared to 2012 and included strong demand across our product portfolio. Estimated potential contract value increased $1.7 billion associated with international orders received in 2013.
The group’s customer base is diverse across customer types and geographic regions. At year-end 2013, private companies and individuals collectively represented approximately 60 percent of the group’s backlog. Geographically, 65 percent of the group’s backlog was comprised of international customers on December 31, 2013.

38



We balance aircraft production rates with customer demand to maximize profitability and stabilize delivery levels over time. This has enabled us to maintain an appropriate window between customer order and delivery for our G450 and G550 large-cabin aircraft. We have approximately four years of backlog for the G650. Backlog will likely decrease over the next several years as the time period between customer order and delivery of the G650 aircraft normalizes. At that time, we expect order activity to more closely match deliveries.

DEFENSE GROUPS
The total backlog in our defense groups represents the estimated remaining sales value of work to be performed under firm contracts. The funded portion of this backlog includes items that have been authorized and appropriated by the Congress and funded by the customer, as well as commitments by international customers that are similarly approved and funded by their governments. While there is no guarantee that future budgets and appropriations will provide funding for a given program, we have included in total backlog only firm contracts at the amounts we believe are likely to receive funding. Total backlog in our defense groups was $32.1 billion on December 31, 2013, compared with $35.6 billion at the end of 2012.
COMBAT SYSTEMS
Combat Systems’ total backlog was $6.7 billion at the end of 2013 compared with $8.7 billion at year-end 2012 due to delays in international orders and slowed U.S. Army spending.
The group’s backlog on December 31, 2013, included $1.2 billion for M1 Abrams main battle tank modernization and upgrade programs for the Army and U.S. allies around the world. In 2013, the group received awards totaling $435 for all Abrams-related programs.
The Army’s Stryker wheeled combat vehicle program represented $1 billion of the group’s backlog at December 31, 2013, with vehicles scheduled for delivery through 2015. The group received $620 of Stryker orders in 2013, including awards for 96 double-V-hulled vehicles, contractor logistics support and engineering services. The group received a $230 order in 2013 for research, development and testing in preparation for the Stryker Engineering Change Proposal (ECP) upgrade program.
The Combat Systems group has several significant international military vehicle production contracts in backlog. The backlog at the end of the year included:

39



$950 for LAVs for various international customers, including $570 for the upgrade and modernization of approximately 600 LAV III combat vehicles for the Canadian Army;
$345 for the design, integration and production of seven prototypes under the U.K.’s SV program;
$320 for Pizarro Advanced Infantry Fighting Vehicles scheduled for delivery to the Spanish Army through 2016; and
$190 for the production of additional Eagle vehicles for Germany and Duro vehicles for Switzerland, with an option for 76 additional vehicles.
The Combat Systems group’s backlog at year end also included $2.2 billion for weapons systems and munitions programs.
Combat Systems’ estimated potential contract value of $3.7 billion increased approximately 30 percent since year-end 2012 primarily due to an IDIQ award for the new Ground Mobility Vehicle (GMV).

MARINE SYSTEMS 
The Marine Systems group’s backlog consists of long-term submarine and ship construction programs, as well as numerous engineering and repair contracts. Backlog has decreased slightly to $16.9 billion at year-end 2013 compared to $17.1 billion at the end of 2012.
The Virginia-class submarine program was the company’s largest program in 2013 and is the largest contract in the company’s backlog. The group’s backlog at year end included $6.9 billion for eight Virginia-class submarines scheduled for delivery through 2018. We received $330 of advanced funding in 2013 for long-lead materials for submarines in the next block of the program and anticipate being awarded a contract for construction in 2014.
Navy destroyer programs represented $4.9 billion of the group’s backlog at year-end 2013. We currently have construction contracts for six DDG-51 destroyers, including four awarded in 2013, scheduled for delivery through 2022. Backlog at year end also includes three ships under the DDG-1000 program scheduled for delivery through 2018.
The Marine Systems group’s backlog at December 31, 2013, included $250 for the MLP program. In 2013, the group delivered the first ship in the program, and construction is underway on the remaining two

40



ships, scheduled for delivery in 2014 and 2015. The Navy’s shipbuilding plan includes procurement of a fourth ship in 2014. The third and fourth ships will be configured as Afloat Forward Staging Bases (AFSB).
The year-end backlog also included $1.1 billion for nine Jones Act ships for commercial customers, including contracts for seven ships secured in 2013, scheduled for delivery through 2017.
In addition to these construction programs, the Marine Systems group’s backlog at December 31, 2013, included approximately $3.7 billion for engineering, repair, overhaul and other services. Design and development efforts on the Ohio-class submarine replacement engineering program totaled $1.7 billion. Year-end backlog for maintenance and repair services totaled $1.2 billion.
INFORMATION SYSTEMS AND TECHNOLOGY
Unlike our other defense businesses, the Information Systems and Technology group’s backlog consists of thousands of contracts and is reconstituted each year with new program and task order awards. The Information Systems and Technology group’s total backlog was $8.5 billion at the end of 2013 compared to $9.8 billion at year-end 2012. The group’s backlog does not include approximately $19.1 billion of estimated potential contract value associated with its anticipated share of IDIQ contracts and unexercised options. In 2013, funding under IDIQ contracts and options contributed over $4.1 billion to the group’s orders.
The group received a number of significant contract awards in 2013, including the following:
$250 from the Army for ruggedized computing equipment under the CHS-4 program. $990 of estimated potential contract value remains under this IDIQ contract.
$235 for commercial wireless network systems and support.
$160 from Austal USA for combat and seaframe control systems for two Littoral Combat Ships, bringing the value in backlog to $325. Options to provide these naval control systems for four additional ships will be reported in backlog when they are exercised.
$145 from the U.S. Department of State to provide supply chain management services. The program has a maximum potential value of $1.2 billion over five years.
$140 for production and support of U.S. and U.K. Trident II submarine weapons systems.

41



$135 for the Warfighter Field Operations Customer Support (FOCUS) program to provide support for the Army’s live, virtual and constructive training operations.
Backlog at year-end 2013 also included the following key programs:
$490 of support and modernization work for the intelligence community, the DoD and the Department of Homeland Security, including the St. Elizabeths campus, New Campus East and NETCENTS infrastructure programs.
$450 for WIN-T and an additional $755 of estimated potential contract value awarded as an IDIQ contract.
$315 for contact-center services for the Centers for Medicare & Medicaid Services, including the 1-800-MEDICARE program.
$190 for the Rifleman and Manpack tactical radios. In 2013, the group received orders from the Army for production of 1,500 radios and 500 accessory kits.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We place a strong emphasis on cash flow generation. This focus gives us the flexibility for capital deployment while preserving a strong balance sheet to position us for future opportunities. The $9 billion of cash generated by operating activities over the past three years was deployed to fund acquisitions and capital expenditures, repurchase our common stock and pay dividends. Our net cash, defined as cash and equivalents less debt, was $1.4 billion at year-end 2013, up $2 billion from the end of 2012.
Our cash balances are invested primarily in time deposits from highly rated banks and commercial paper rated A1/P1 or higher. On December 31, 2013, $1.1 billion of our cash was held by international operations. While we do not intend to do so, should this cash be repatriated, it would be subject to U.S. federal income tax but would generate offsetting foreign tax credits.
Year Ended December 31
2011
 
2012
 
2013
Net cash provided by operating activities
$
3,238

 
$
2,687

 
$
3,106

Net cash used by investing activities
(1,974
)
 
(656
)
 
(367
)
Net cash used by financing activities
(1,201
)
 
(1,382
)
 
(725
)
Net cash used by discontinued operations
(27
)
 
(2
)
 
(9
)
Net increase in cash and equivalents
36

 
647

 
2,005

Cash and equivalents at beginning of year
2,613

 
2,649

 
3,296

Cash and equivalents at end of year
2,649

 
3,296

 
5,301

Marketable securities
248

 

 

Short- and long-term debt
(3,930
)
 
(3,909
)
 
(3,909
)
Net cash (debt) (a)
$
(1,033
)
 
$
(613
)
 
$
1,392

Debt-to-equity (b)
29.7
%
 
34.3
%
 
27.0
%
Debt-to-capital (c)
22.9
%
 
25.6
%
 
21.2
%
(a)
Net cash is calculated as cash and equivalents and marketable securities less debt.
(b)
Debt-to-equity ratio is calculated as total debt divided by total equity.
(c)
Debt-to-capital ratio is calculated as total debt divided by the sum of total debt plus total equity.
We expect to continue to generate funds in excess of our short- and long-term liquidity needs. We believe we have adequate funds on hand and sufficient borrowing capacity to execute our financial and operating strategy. The following is a discussion of our major operating, investing and financing activities for each of the past three years, as classified on the Consolidated Statements of Cash Flows.

42



OPERATING ACTIVITIES
We generated cash from operating activities of $3.2 billion in 2011, $2.7 billion in 2012 and $3.1 billion in 2013. In all three years, the primary driver of cash flows was net earnings (loss) after removing the impact of non-cash charges. Operating cash flows in 2013 were favorably impacted by reductions in operating working capital (OWC), primarily in our Marine Systems business group from deposits associated with orders received in 2013 for commercial ships. Cash from operating activities includes contributions to our pension plans, which have grown from $350 in 2011 to $600 in 2013, with contributions of approximately $550 expected in 2014.
INVESTING ACTIVITIES
We used $2 billion in 2011, $656 in 2012 and $367 in 2013 for investing activities. The primary uses of cash for investing activities were capital expenditures and acquisitions.
Capital Expenditures. Capital expenditures were $458 in 2011, $450 in 2012 and $440 in 2013. We expect capital expenditures of approximately 2 percent of anticipated revenues in 2014, including ongoing work on Gulfstream’s Savannah, Georgia, facilities project announced in 2010.
Business Acquisitions. We did not complete any acquisitions in 2013. We completed 13 acquisitions in 2011 and 2012 totaling $2 billion. We used cash on hand to fund these acquisitions. See Note B to the Consolidated Financial Statements in Item 8 for further discussion of acquisition activity.
Marketable Securities. We held no marketable securities on December 31, 2013. In 2012, to bolster liquidity in an uncertain business environment, we received cash of $219 from the net sales and maturity of marketable securities, including $211 from the sale of held-to-maturity securities.
Other, Net. Investing activities also included proceeds from the sale of the detection systems business in our Combat Systems group in 2011.
FINANCING ACTIVITIES
We used $1.2 billion in 2011, $1.4 billion in 2012 and $725 in 2013 for financing activities. Our primary financing activities included repurchases of common stock, payment of dividends, and issuances and repayments of debt. Net cash from financing activities also included proceeds received from stock option exercises.
Share Repurchases. We repurchased 20 million shares on the open market in 2011, 9.1 million shares in 2012 and 9.4 million shares in 2013. As a result, we have reduced our shares outstanding by approximately 5 percent since 2010.
On January 24, 2014, we repurchased 11.4 million shares of our common stock for $1.2 billion under an accelerated share repurchase (ASR) agreement with a financial institution. On February 5, 2014, with shares from the prior authorization exhausted by the ASR program, the board of directors authorized management to repurchase 20 million additional shares of common stock on the open market, approximately 6 percent of our total shares outstanding.
Dividends. On March 6, 2013, our board of directors declared an increased quarterly dividend of $0.56 per share – the 16th consecutive annual increase. Previously, the board had increased the quarterly dividend to $0.51 per share in March 2012 and $0.47 per share in March 2011. We did not pay any dividends in the first three months of 2013 because we made our first quarter 2013 dividend payment in December 2012.
Debt Proceeds, Net. In 2011, we issued $1.5 billion of fixed-rate notes and used the proceeds to repay $750 of maturing fixed-rate notes. In 2012, we issued $2.4 billion of fixed-rate notes and used the proceeds

43



to redeem, prior to maturity, an equal amount of fixed-rate notes with higher interest rates. We have no material repayments of long-term debt scheduled until 2015. See Note J to the Consolidated Financial Statements in Item 8 for additional information regarding our debt obligations, including scheduled debt maturities.
We ended 2013 with no commercial paper outstanding. We have $2 billion in bank credit facilities that remain available, including a $1 billion facility expiring in July 2016 and a $1 billion facility expiring in July 2018. These facilities provide backup liquidity to our commercial paper program. We also have an effective shelf registration statement on file with the Securities and Exchange Commission that allows us to access the capital markets.
NON-GAAP MANAGEMENT METRICS

We emphasize the efficient conversion of net earnings into cash and the deployment of that cash to maximize shareholder returns. As described below, we use free cash flow and return on invested capital (ROIC) to measure our performance in these areas. While we believe these metrics provide useful information, they are not operating measures under U.S. generally accepted accounting principles (GAAP), and there are limitations associated with their use. Our calculation of these metrics may not be completely comparable to similarly titled measures of other companies due to potential differences in the method of calculation. As a result, the use of these metrics should not be considered in isolation from, or as a substitute for, other GAAP measures.
Free Cash Flow. We define free cash flow from operations as net cash provided by operating activities less capital expenditures. We believe free cash flow from operations is a useful measure for investors because it portrays our ability to generate cash from our core businesses for purposes such as repaying maturing debt, funding business acquisitions, repurchasing our common stock and paying dividends. We use free cash flow from operations to assess the quality of our earnings and as a performance measure in evaluating management. The following table reconciles the free cash flow from operations with net cash provided by operating activities, as classified on the Consolidated Statements of Cash Flows:
Year Ended December 31
2009
 
2010
 
2011
 
2012
 
2013
Net cash provided by operating activities
$
2,855

 
$
2,986

 
$
3,238

 
$
2,687

 
$
3,106

Capital expenditures
(385
)
 
(370
)
 
(458
)
 
(450
)
 
(440
)
Free cash flow from operations
$
2,470

 
$
2,616

 
$
2,780

 
$
2,237

 
$
2,666

Cash flow as a percentage of earnings (loss) from continuing operations:
 
 
 
 
 
 
 
 
 
   Net cash provided by operating activities
119
%
 
114
%
 
127
%
 
NM*

 
125
%
   Free cash flow from operations
103
%
 
100
%
 
109
%
 
NM*

 
107
%
* Not meaningful (NM) due to net loss in 2012.
Return on Invested Capital. We believe ROIC is a useful measure for investors because it reflects our ability to generate returns from the capital we have deployed in our operations. We use ROIC to evaluate investment decisions and as a performance measure in evaluating management. We define ROIC as net operating profit after taxes divided by average invested capital (the sum of the average debt and shareholders’ equity for the year excluding any change in accumulated other comprehensive loss). Net operating profit after taxes is defined as earnings (loss) from continuing operations plus after-tax interest and amortization expense. ROIC is calculated as follows:
 

44



Year Ended December 31
2009
 
2010
 
2011
 
2012
 
2013
Earnings (loss) from continuing operations
$
2,407

 
$
2,628

 
$
2,552

 
$
(332
)
 
$
2,486

After-tax interest expense
117

 
116

 
106

 
109

 
67

After-tax amortization expense
149

 
155

 
163

 
152

 
106

Net operating profit (loss) after taxes
$
2,673

 
$
2,899

 
$
2,821

 
$
(71
)
 
$
2,659

Average invested capital
$
14,870

 
$
16,634

 
$
17,168

 
$
17,223

 
$
15,989

Return on invested capital
18.0
%
 
17.4
%
 
16.4
%
 
(0.4
)%
 
16.6
%
ADDITIONAL FINANCIAL INFORMATION
OFF-BALANCE SHEET ARRANGEMENTS
On December 31, 2013, other than operating leases, we had no material off-balance sheet arrangements.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
The following tables present information about our contractual obligations and commercial commitments on December 31, 2013:
 
 
 
 
Payments Due by Period
Contractual Obligations
Total Amount Committed
 
Less Than 1 Year
 
1-3 Years
 
4-5 Years
 
More Than 5 Years
Long-term debt (a)
$
4,857

 
$
89

 
$
1,167

 
$
1,028

 
$
2,573

Capital lease obligations
34

 
3

 
4

 
4

 
23

Operating leases
1,096

 
216

 
316

 
191

 
373

Purchase obligations (b)
17,023

 
10,027

 
5,153

 
1,446

 
397

Other long-term liabilities (c)
17,334

 
3,375

 
2,267

 
1,691

 
10,001

 
$
40,344

 
$
13,710

 
$
8,907

 
$
4,360

 
$
13,367

(a)Includes scheduled interest payments. See Note J to the Consolidated Financial Statements for discussion of long-term debt.
(b)Includes amounts committed under legally enforceable agreements for goods and services with defined terms as to quantity, price and timing of delivery. This amount includes $11.1 billion of purchase obligations for products and services to be delivered under firm government contracts under which we have full recourse under normal contract termination clauses.
(c)Represents other long-term liabilities on our Consolidated Balance Sheets, including the current portion of these liabilities. The projected timing of cash flows associated with these obligations is based on management’s estimates, which are based largely on historical experience. This amount also includes all liabilities under our defined-benefit retirement plans. See Note P to the Consolidated Financial Statements in Item 8 for information regarding these liabilities and the plan assets available to satisfy them.
 
 
 
Amount of Commitment Expiration by Period
Commercial Commitments
Total Amount Committed
 
Less Than 1 Year
 
1-3 Years
 
4-5 Years
 
More Than 5 Years
Letters of credit and guarantees*
$
1,824

 
$
774

 
$
72

 
$
715

 
$
263

Trade-in options*
71

 
71

 

 

 

 
$
1,895

 
$
845

 
$
72

 
$
715

 
$
263

* See Note N to the Consolidated Financial Statements for discussion of letters of credit and aircraft trade-in options.

APPLICATION OF CRITICAL ACCOUNTING POLICIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in accordance with GAAP requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. On an ongoing basis, we evaluate our estimates, including most pervasively

45



those related to various assumptions and projections for our long-term contracts and programs. Other significant estimates include those related to goodwill and other intangible assets, income taxes, pensions and other post-retirement benefits, workers’ compensation, warranty obligations, and litigation and other contingencies. We employ judgment in making our estimates but they are based on historical experience and currently available information and various other assumptions that we believe to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results could differ from these estimates. We believe that our judgment is applied consistently and produces financial information that fairly depicts the results of operations for all periods presented.
We believe the following policies are critical and require the use of significant judgment in their application:
Revenue Recognition. We account for revenues and earnings using the percentage-of-completion method. Under this method, contract revenue and profit are recognized as work progresses, either as products are produced or as services are rendered. We determine progress using either input measures (e.g., costs incurred) or output measures (e.g., contract milestones or units delivered), as appropriate to the circumstances. An input measure is used in most cases unless an output measure is identified that is reliably determinable and representative of progress  toward  completion.  We estimate the profit on a contract as the difference between the total estimated revenue and the total estimated costs of a contract and recognize that profit over the life of the contract. If at any time the estimate of contract profitability reveals an anticipated loss on the contract, we recognize the loss in the quarter it is identified.
We generally measure progress toward completion on contracts in our defense businesses based on the proportion of costs incurred to date relative to total estimated costs at completion (input measure). For our contracts for the manufacture of business-jet aircraft, we record revenue at two contractual milestones: when green aircraft are delivered to, and accepted by, the customer and when the customer accepts final delivery of the fully outfitted aircraft (output measure). We do not recognize revenue at green delivery unless (1) a contract has been executed with the customer and (2) the customer can be expected to satisfy its obligations under the contract, as evidenced by the receipt of significant deposits from the customer and other factors.
Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenues and costs. Contract estimates are based on various assumptions to project the outcome of future events that often span several years. These assumptions include labor productivity and availability; the complexity of the work to be performed; the cost and availability of materials; the performance of subcontractors; and the availability and timing of funding from the customer. We include in our contract estimates additional revenues for submitted contract modifications or claims against the customer when the amount can be estimated reliably and its realization is probable. In evaluating these criteria, we consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs and the objective evidence available to support the claim. We include award or incentive fees in the estimated contract value when there is a basis to reasonably estimate the amount of the fee. Estimates of award or incentive fees are based on historical award experience and anticipated performance. These estimates are based on our best judgment at the time. As a significant change in one or more of these estimates could affect the profitability of our contracts, we review our performance monthly and update our contract estimates at least annually and often quarterly, as well as when required by specific events and circumstances.
We recognize changes in the estimated profit on contracts under the reallocation method. Under this method, the impact of revisions in estimates is recognized prospectively over the remaining contract term.

46



We use this method because we believe the majority of factors that typically result in changes in estimates on our long-term contracts affect the period in which the change is identified and future periods. These changes generally reflect our current expectations as to future performance and, therefore, the reallocation method is the method that best matches our profits to the periods in which they are earned. Most government contractors recognize the impact of a change in estimated profit immediately under the cumulative catch-up method. The impact on operating earnings in the period the change is identified is generally lower under the reallocation method as compared to the cumulative catch-up method. The net increase in our operating earnings (and on a per-share basis) from the quarterly impact of revisions in contract estimates totaled $356 ($0.63) in 2011, $180 ($0.33) in 2012 and $351 ($0.65) in 2013. While no revisions on any one contract were material to our Consolidated Financial Statements in 2013, the amount increased from 2012 largely due to improved performance in the Combat Systems group.
Goodwill and Intangible Assets. Since 1995, we have acquired more than 65 businesses at a total cost of approximately $23 billion. We have recognized goodwill and intangible assets as a result of these acquisitions.
Goodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired. Goodwill is not amortized but is subject to an impairment test on an annual basis and when circumstances indicate that an impairment is more likely than not. Such circumstances include a significant adverse change in the business climate for one of our reporting units or a decision to dispose of a reporting unit or a significant portion of a reporting unit. The test for goodwill impairment is a two-step process that requires a significant level of estimation and use of judgment by management, particularly the estimate of the fair value of our reporting units. We estimate the fair value of our reporting units primarily based on the discounted projected cash flows of the underlying operations. This requires numerous assumptions, including the timing of work embedded in our backlog, our performance and profitability under our contracts, our success in securing future business, the appropriate risk-adjusted interest rate used to discount the projected cash flows, and terminal value growth and earnings rates applied to the final year of projected cash flows. Due to the variables inherent in our estimates of fair value, differences in assumptions may have a material effect on the result of our impairment analysis. To assess the reasonableness of our discounted projected cash flows, we compare the sum of our reporting units’ fair value to our market capitalization and calculate an implied control premium (the excess of the sum of the reporting units’ fair values over the market capitalization). We evaluate the reasonableness of this control premium by comparing it to control premiums for recent comparable market transactions.
We completed the required annual goodwill impairment test as of December 31, 2013. The first step of the goodwill impairment test compares the fair value of our reporting units to their carrying values. Our reporting units are consistent with our business groups. For our Aerospace, Combat Systems and Marine Systems reporting units, the estimated fair values were at least double their respective carrying values. The fair value of our Information Systems and Technology reporting unit, for which we recorded a $2 billion goodwill impairment in 2012, exceeded its carrying value by a margin of approximately 15 percent. While the projected cash flows have not changed materially from 2012, the book value of the reporting unit has increased, largely due to improvement in the funded status of the unit’s defined-benefit retirement plans. The reporting unit remains at risk for a future goodwill impairment should there be further significant increases in the carrying value of the reporting unit or deterioration in the projected cash flows. Uncertainties in future defense spending remain in the current business environment and could impact projected cash flows for the reporting unit.
We review intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Impairment losses,

47



where identified, are determined as the excess of the carrying value over the estimated fair value of the long-lived asset. We assess the recoverability of the carrying value of assets held for use based on a review of projected undiscounted cash flows. As a result of lower revenues throughout 2013, we reviewed the long-lived assets of our axle business in the Combat Systems group for recoverability. The margin by which the expected cash flows of the business exceeded its carrying value was approximately 10 percent. If future cash flows do not support the recovery of the business’ assets, we will be required to impair some or all of the long-lived assets, including specifically identified intangible assets of $175.
Commitments and Contingencies. We are subject to litigation and other legal proceedings arising either from the ordinary course of our business or under provisions relating to the protection of the environment. Estimating liabilities and costs associated with these matters requires the use of judgment. We record a charge against earnings when a liability associated with claims or pending or threatened litigation is probable and when our exposure is reasonably estimable. The ultimate resolution of our exposure related to these matters may change as further facts and circumstances become known.
Deferred Contract Costs. Certain costs incurred in the performance of our government contracts are recorded under GAAP but are not allocable currently to contracts. Such costs include a portion of our estimated workers’ compensation obligations, other insurance-related assessments, pension and other post-retirement benefits, and environmental expenses. These costs will become allocable to contracts generally after they are paid. We have elected to defer (or inventory) these costs in contracts in process until they can be allocated to contracts. We expect to recover these costs through ongoing business, including existing backlog and probable follow-on contracts. We regularly assess the probability of recovery of these costs under our current and probable follow-on contracts. This assessment requires that we make assumptions about future contract costs, the extent of cost recovery under our contracts and the amount of future contract activity. These estimates are based on our best judgment. If the backlog in the future does not support the continued deferral of these costs, the profitability of our remaining contracts could be adversely affected.
Retirement Plans. Our defined-benefit pension and other post-retirement benefit costs and obligations depend on a series of assumptions and estimates. The key assumptions relate to the interest rates used to discount estimated future liabilities and projected long-term rates of return on plan assets. We determine the discount rate used each year based on the rate of return currently available on a portfolio of high-quality fixed-income investments with a maturity that is consistent with the projected benefit payout period. We determine the long-term rate of return on assets based on consideration of historical and forward-looking returns and the current and expected asset allocation strategy. These estimates are based on our best judgment, including consideration of current and future market conditions. In the event a change in any of the assumptions is warranted, pension and post-retirement benefit cost could increase or decrease. For the impact of hypothetical changes in the discount rate and expected long-term rate of return on plan assets for our pension and post-retirement benefit plans, see Note P to the Consolidated Financial Statements.
As discussed under Deferred Contract Costs, our contractual arrangements with the U.S. government provide for the recovery of benefit costs for our government retirement plans. We have elected to defer recognition of the benefit costs that cannot currently be allocated to contracts to provide a better matching of revenues and expenses. Accordingly, the impact on the retirement benefit cost for these plans that results from annual changes in assumptions does not impact our earnings either positively or negatively.


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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk, primarily from foreign currency exchange rates, interest rates, commodity prices and investments. See Note M to the Consolidated Financial Statements in Item 8 for a discussion of these risks. The following discussion quantifies the market risk exposure arising from hypothetical changes in foreign currency exchange rates and interest rates.
Foreign Currency Risk. We had notional forward foreign exchange contracts outstanding of $2.5 billion on December 31, 2012, and $1.7 billion on December 31, 2013. A 10 percent unfavorable exchange rate movement in our portfolio of foreign currency forward contracts would have resulted in the following incremental pretax losses:
 
2012
 
2013
Recognized
$
(61
)
 
$
(51
)
Unrecognized
(71
)
 
(40
)
This exchange-rate sensitivity relates primarily to changes in the U.S. dollar/Canadian dollar, euro/Swiss franc and euro/Canadian dollar exchange rates. We believe these hypothetical recognized and unrecognized losses would be offset by corresponding gains in the remeasurement of the underlying transactions being hedged. We believe these forward contracts and the offsetting underlying commitments, when taken together, do not create material market risk.
Interest Rate Risk. Our financial instruments subject to interest rate risk include fixed-rate long-term debt obligations and variable-rate commercial paper. On December 31, 2013, we had $3.9 billion par value of fixed-rate debt and no commercial paper outstanding. Our fixed-rate debt obligations are not putable, and we do not trade these securities in the market. A 10 percent unfavorable interest rate movement would not have a material impact on the fair value of our debt obligations.
Our investment policy allows for purchases of fixed-income securities with an investment-grade rating and a maximum maturity of up to five years. On December 31, 2013, we held $5.3 billion in cash and equivalents, but no marketable securities.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

 
Year Ended December 31
(Dollars in millions, except per-share amounts)
2011
2012
 
2013
 
Revenues:
 
 
 
 
 
Products
$
21,440

$
19,784

 
$
19,371

 
Services
11,237

11,729

 
11,847

 
 
32,677

31,513

 
31,218

 
Operating costs and expenses:
 
 
 
 
 
Products
17,230

16,228

 
15,296

 
Services
9,591

10,182

 
10,158

 
Goodwill impairment

1,994

 

 
General and administrative (G&A)
2,030

2,276

 
2,079

 
 
28,851

30,680

 
27,533

 
Operating earnings
3,826

833

 
3,685

 
Interest, net
(141
)
(156
)</