10-Q 1 gd-2015040510q.htm 10-Q GD-2015.04.05 10Q



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

FORM 10-Q

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

For the quarterly period ended April 5, 2015
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

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
 
I.R.S. employer identification no.
 
 
 
2941 Fairview Park Drive, Suite 100
Falls Church, Virginia
 
22042-4513
Address of principal executive offices
 
Zip code
(703) 876-3000
Registrant’s telephone number, including area code
    
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 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 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
328,732,777 shares of the registrant’s common stock, $1 par value per share, were outstanding on April 5, 2015.

1



INDEX

            

2



PART I – FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

 
Three Months Ended
(Dollars in millions, except per-share amounts)
April 5, 2015
 
March 30, 2014
Revenues:
 
 
 
Products
$
4,932

 
$
4,438

Services
2,852

 
2,827

 
7,784

 
7,265

Operating costs and expenses:
 
 
 
Products
3,819

 
3,464

Services
2,435

 
2,436

General and administrative (G&A)
503

 
491

 
6,757

 
6,391

Operating earnings
1,027

 
874

Interest, net
(21
)
 
(22
)
Other, net
3

 
1

Earnings from continuing operations before income tax
1,009

 
853

Provision for income tax, net
293

 
257

Earnings from continuing operations
716

 
596

Discontinued operations, net of tax of ($1) in 2014

 
(1
)
Net earnings
$
716

 
$
595

 
 
 
 
Earnings per share
 
 
 
Basic:
 
 
 
Continuing operations
$
2.18

 
$
1.74

Discontinued operations

 

Net earnings
$
2.18

 
$
1.74

Diluted:
 
 
 
Continuing operations
$
2.14

 
$
1.71

Discontinued operations

 

Net earnings
$
2.14

 
$
1.71

The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


3



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

 
Three Months Ended
(Dollars in millions)
April 5, 2015
 
March 30, 2014
Net earnings
$
716

 
$
595

(Losses) gains on cash flow hedges
(383
)
 
4

Unrealized gains on securities
2

 
3

Foreign currency translation adjustments
(104
)
 
(65
)
Change in retirement plans' funded status
97

 
61

Other comprehensive (loss) income, pretax
(388
)
 
3

(Benefit) provision for income tax, net
(104
)
 
21

Other comprehensive loss, net of tax
(284
)
 
(18
)
Comprehensive income
$
432

 
$
577

The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


4



CONSOLIDATED BALANCE SHEETS

 
(Unaudited)
 
 
(Dollars in millions)
April 5, 2015
 
December 31, 2014
ASSETS
 
 
 
Current assets:
 
 
 
Cash and equivalents
$
4,412

 
$
4,388

Accounts receivable
3,661

 
4,050

Contracts in process
4,444

 
4,591

Inventories
3,397

 
3,221

Other current assets
438

 
1,157

Total current assets
16,352

 
17,407

Noncurrent assets:
 
 
 
Property, plant and equipment, net
3,323

 
3,329

Intangible assets, net
893

 
912

Goodwill
11,699

 
11,731

Other assets
2,118

 
1,976

Total noncurrent assets
18,033

 
17,948

Total assets
$
34,385

 
$
35,355

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Short-term debt and current portion of long-term debt
$
1

 
$
501

Accounts payable
2,266

 
2,057

Customer advances and deposits
6,487

 
7,335

Other current liabilities
4,358

 
3,858

Total current liabilities
13,112

 
13,751

Noncurrent liabilities:
 
 
 
Long-term debt
3,410

 
3,410

Other liabilities
6,343

 
6,365

Commitments and contingencies (See Note L)


 


Total noncurrent liabilities
9,753

 
9,775

Shareholders' equity:
 
 
 
Common stock
482

 
482

Surplus
2,588

 
2,548

Retained earnings
21,615

 
21,127

Treasury stock
(9,949
)
 
(9,396
)
Accumulated other comprehensive loss
(3,216
)
 
(2,932
)
Total shareholders' equity
11,520

 
11,829

Total liabilities and shareholders' equity
$
34,385

 
$
35,355

The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


5



CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
Three Months Ended
(Dollars in millions)
April 5, 2015
 
March 30, 2014
Cash flows from operating activities - continuing operations:
 
 
 
Net earnings
$
716

 
$
595

Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
Depreciation of property, plant and equipment
94

 
95

Amortization of intangible assets
30

 
30

Stock-based compensation expense
40

 
27

Excess tax benefit from stock-based compensation
(30
)
 
(32
)
Deferred income tax provision
(8
)
 
36

Discontinued operations, net of tax

 
1

(Increase) decrease in assets, net of effects of business acquisitions:
 
 
 
Accounts receivable
388

 
119

Contracts in process
152

 
(94
)
Inventories
(183
)
 
(21
)
Increase (decrease) in liabilities, net of effects of business acquisitions:
 
 
 
Accounts payable
210

 
(29
)
Customer advances and deposits
(871
)
 
(165
)
Income taxes payable
251

 
150

Other current liabilities
(38
)
 
(173
)
Other, net
(6
)
 
(117
)
Net cash provided by operating activities
745

 
422

Cash flows from investing activities - continuing operations:
 
 
 
Maturities of held-to-maturity securities
500

 

Capital expenditures
(98
)
 
(87
)
Other, net
94

 
10

Net cash provided (used) by investing activities
496

 
(77
)
Cash flows from financing activities - continuing operations:
 
 
 
Purchases of common stock
(620
)
 
(1,430
)
Repayment of fixed-rate notes
(500
)
 

Dividends paid
(206
)
 
(198
)
Proceeds from option exercises
87

 
249

Other, net
30

 
32

Net cash used by financing activities
(1,209
)
 
(1,347
)
Net cash used by discontinued operations
(8
)
 
(3
)
Net increase (decrease) in cash and equivalents
24

 
(1,005
)
Cash and equivalents at beginning of period
4,388

 
5,301

Cash and equivalents at end of period
$
4,412

 
$
4,296

Supplemental cash flow information:
 
 
 
Cash payments for:
 
 
 
Income taxes
$
53

 
$
67

Interest
$
19

 
$
19

The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

6



CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

 
Common Stock
 
Retained
 
Treasury
 
Accumulated
Other 
Comprehensive
 
Total
Shareholders’    
(Dollars in millions)
Par
 
Surplus
 
Earnings
 
Stock
 
Loss
 
Equity
Balance, December 31, 2014
$
482

 
$
2,548

 
$
21,127

 
$
(9,396
)
 
$
(2,932
)
 
$
11,829

Net earnings

 

 
716

 

 

 
716

Cash dividends declared

 

 
(228
)
 

 

 
(228
)
Stock-based awards

 
40

 

 
81

 

 
121

Shares purchased

 

 

 
(634
)
 

 
(634
)
Other comprehensive loss

 

 

 

 
(284
)
 
(284
)
Balance, April 5, 2015
$
482

 
$
2,588

 
$
21,615

 
$
(9,949
)
 
$
(3,216
)
 
$
11,520

 
 
 
 
 
 
 
 
 
 
 


Balance, December 31, 2013
$
482

 
$
2,226

 
$
19,428

 
$
(6,450
)
 
$
(1,185
)
 
$
14,501

Net earnings

 

 
595

 

 

 
595

Cash dividends declared

 

 
(214
)
 

 

 
(214
)
Stock-based awards

 
99

 

 
205

 

 
304

Shares purchased

 

 

 
(1,478
)
 

 
(1,478
)
Other comprehensive loss

 

 

 

 
(18
)
 
(18
)
Balance, March 30, 2014
$
482

 
$
2,325

 
$
19,809

 
$
(7,723
)
 
$
(1,203
)
 
$
13,690

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.


7



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per-share amounts or unless otherwise noted)
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation and Classification. The unaudited Consolidated Financial Statements include the accounts of General Dynamics Corporation and our wholly owned and majority-owned subsidiaries. We eliminate all inter-company balances and transactions in the unaudited Consolidated Financial Statements.
Consistent with defense industry practice, we classify assets and liabilities related to long-term production contracts as current, even though some of these amounts may not be realized within one year. In addition, some prior-year amounts have been reclassified among financial statement accounts to conform to the current-year presentation.
Interim Financial Statements. The unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These rules and regulations permit some of the information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) to be condensed or omitted.
Our fiscal quarters are 13 weeks in length. Because our fiscal year ends on December 31, the number of days in our first and fourth quarters varies slightly from year to year. Operating results for the three-month period ended April 5, 2015, are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.
The unaudited Consolidated Financial Statements contain all adjustments that are of a normal recurring nature necessary for a fair presentation of our results of operations and financial condition for the three-month periods ended April 5, 2015, and March 30, 2014.
These unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014.
Revenue Recognition. We account for revenues and earnings using the percentage-of-completion method. Under this method, contract costs and revenues are recognized as the work progresses, either as the products are produced or as services are rendered. We estimate the profit on a contract as the difference between the total estimated revenue and costs to complete a contract and recognize that profit over the life of the contract. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the loss in the quarter it is identified.
We review and update our contract-related estimates regularly. We recognize changes in estimated profit on contracts under the reallocation method. Under the reallocation method, the impact of a revision in estimate is recognized prospectively over the remaining contract term. The net increase in our operating earnings (and on a per-share basis) from the impact of revisions in contract estimates totaled favorable changes of $63 ($0.12) and $38 ($0.07) for the three-month periods ended April 5, 2015, and March 30, 2014, respectively. No revisions on any one contract were material to our unaudited Consolidated Financial Statements in the first quarter of 2015 or 2014.
In the second quarter of 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. ASU 2014-09 prescribes a single, common revenue standard that replaces most existing revenue recognition guidance in GAAP. The standard outlines a five-step model, whereby revenue is recognized as performance obligations within a contract are satisfied. The standard also requires new, expanded disclosures regarding revenue recognition.

8



For public companies, ASU 2014-09 is effective in the first quarter of 2017. On April 1, 2015, the FASB proposed a one-year deferral of the standard's effective date, while permitting entities to still adopt one year earlier on the original effective date. A final determination will be made after a public comment period. The standard permits the use of either the retrospective or cumulative effect transition method. We have not yet selected a transition date or method nor have we determined the effect of the standard on our consolidated financial statements as the standard continues to undergo changes.
The required adoption of the ASU will preclude our use of the reallocation method of recognizing revisions in estimated profit on contracts discussed above. As changes in estimated profit will be recognized in the period they are identified (cumulative catch-up method), rather than prospectively over the remaining contract term, we expect that the impact of revisions of contract estimates may be larger and potentially more variable from period to period. Anticipated losses on contracts will continue to be recognized in the quarter they are identified.
Discontinued Operations. We completed the sale of our axle business in the Combat Systems group in January 2015. The financial statements have been restated to reflect the results of operations of this business in discontinued operations.
Subsequent Events. We have evaluated material events and transactions that have occurred after April 5, 2015, and concluded that none have occurred that require adjustment to or disclosure in the unaudited Consolidated Financial Statements.

B. ACQUISITIONS, INTANGIBLE ASSETS AND GOODWILL
We did not acquire any businesses in the first quarter of 2015. In 2014, our Information Systems and Technology group acquired a provider of IT support to U.S. special operations forces.
The operating results of this acquisition have been included with our reported results since the closing date. The purchase price of this acquisition has been allocated to the estimated fair value of net tangible and intangible assets acquired, with any excess purchase price recorded as goodwill.
The changes in the carrying amount of goodwill by reporting unit for the three months ended
April 5, 2015, were as follows:

 
Aerospace
 
Combat Systems
 
Information Systems and Technology
 
Marine Systems
 
Total Goodwill
December 31, 2014 (a)
$
2,555

 
$
2,750

 
$
6,137

 
$
289

 
$
11,731

Other (b)
58

 
(74
)
 
(16
)
 

 
(32
)
April 5, 2015
$
2,613

 
$
2,676

 
$
6,121

 
$
289

 
$
11,699

(a)Goodwill on December 31, 2014, in the Information Systems and Technology reporting unit is net of $1,994 of accumulated impairment losses.
(b)Consists primarily of adjustments for foreign currency translation.

9



Intangible assets consisted of the following:
 
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
 
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
 
April 5, 2015
 
December 31, 2014
Contract and program intangible assets*
$
1,654

$
(1,148
)
$
506

 
$
1,652

$
(1,123
)
$
529

Trade names and trademarks
471

(115
)
356

 
462

(113
)
349

Technology and software
129

(98
)
31

 
130

(97
)
33

Other intangible assets
154

(154
)

 
154

(153
)
1

Total intangible assets
$
2,408

$
(1,515
)
$
893

 
$
2,398

$
(1,486
)
$
912

* Consists of acquired backlog and probable follow-on work and related customer relationships.

Amortization expense was $30 for the three-month periods ended April 5, 2015, and March 30, 2014. We expect to record amortization expense of $120 in 2015.


C. EARNINGS PER SHARE
We compute basic earnings per share (EPS) using net earnings for the period and the weighted average number of common shares outstanding during the period. Basic weighted average shares outstanding have decreased throughout 2015 and 2014 due to share repurchases. See Note J for additional details of our share repurchases. Diluted EPS incorporates the additional shares issuable upon the assumed exercise of stock options and the release of restricted shares and restricted stock units (RSUs).
Basic and diluted weighted average shares outstanding were as follows (in thousands):

Three Months Ended
April 5, 2015
March 30, 2014
Basic weighted average shares outstanding
329,154

342,232

Dilutive effect of stock options and restricted stock/RSUs*
5,528

5,016

Diluted weighted average shares outstanding
334,682

347,248

* Excludes the following outstanding options to purchase shares of common stock because these options had exercise prices in excess of the average market price of our common stock during the period and therefore the effect of including these options would be antidilutive: 2015 - 722 and 2014 - 4,790.

D. FAIR VALUE
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between marketplace participants. Various valuation approaches can be used to determine fair value, each requiring different valuation inputs. The following hierarchy classifies the inputs used to determine fair value into three levels:


10



Level 1 – quoted prices in active markets for identical assets or liabilities;
Level 2 – inputs, other than quoted prices, observable by a marketplace participant either directly or indirectly; and
Level 3 – unobservable inputs significant to the fair value measurement.
We did not have any significant non-financial assets or liabilities measured at fair value on April 5, 2015, or December 31, 2014, except for the assets of our axle business that were classified as held for sale on December 31, 2014, and were measured at fair value using Level 3 inputs.
Our financial instruments include cash and equivalents, marketable securities and other investments; accounts receivable and accounts payable; short- and long-term debt; and derivative financial instruments. The carrying values of cash and equivalents, accounts receivable and payable and short-term debt on the Consolidated Balance Sheets approximate their fair value. The following tables present the fair values of our other financial assets and liabilities on April 5, 2015, and December 31, 2014, and the basis for determining their fair values:

 
Carrying
Value
 
Fair
Value
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2) (a)
Financial assets (liabilities) (b)
April 5, 2015
Available-for-sale securities
$
188

 
$
188

 
$
120

 
$
68

Derivatives
(673
)
 
(673
)
 

 
(673
)
Long-term debt,
     including current portion
(3,411
)
 
(3,433
)
 

 
(3,433
)
 
 
 
 
 
 
 
 
 
December 31, 2014
Held-to-maturity marketable securities
$
500

 
$
500

 
$
10

 
$
490

Available-for-sale securities
188

 
188

 
123

 
65

Derivatives
(276
)
 
(276
)
 

 
(276
)
Long-term debt,
     including current portion
(3,911
)
 
(3,911
)
 

 
(3,911
)
(a)Determined under a market approach using valuation models that incorporate observable inputs such as interest rates, bond yields and quoted prices for similar assets and liabilities.
(b)We had no Level 3 financial instruments on April 5, 2015, or December 31, 2014.

E. INCOME TAXES
Net Deferred Tax Assets. Our net deferred tax asset was included on the Consolidated Balance Sheets in other assets and liabilities as follows:

 
April 5, 2015
 
December 31, 2014
Current deferred tax asset
$
15

 
$
16

Current deferred tax liability
(739
)
 
(729
)
Noncurrent deferred tax asset
1,559

 
1,439

Noncurrent deferred tax liability
(85
)
 
(82
)
Net deferred tax asset
$
750

 
$
644

Tax Uncertainties. For all periods open to examination by tax authorities, we periodically assess our liabilities and contingencies based on the latest available information. Where we believe there is more

11



than a 50 percent chance that our tax position will not be sustained, we record our best estimate of the resulting tax liability, including interest, in the Consolidated Financial Statements. We include any interest or penalties incurred in connection with income taxes as part of income tax expense.
We participate in the Internal Revenue Service (IRS) Compliance Assurance Process, a real-time audit of our consolidated federal corporate income tax return. The IRS has examined our consolidated federal income tax returns through 2013. We do not expect the resolution of tax matters for open years to have a material impact on our results of operations, financial condition, cash flows or effective tax rate.
Based on all known facts and circumstances and current tax law, we believe the total amount of any unrecognized tax benefits on April 5, 2015, is not material to our results of operations, financial condition or cash flows, and if recognized, would not have a material impact on our effective tax rate. In addition, there are no tax positions for which it is reasonably possible that the unrecognized tax benefits will significantly vary over the next 12 months, producing, individually or in the aggregate, a material effect on our results of operations, financial condition or cash flows.

F. CONTRACTS IN PROCESS
Contracts in process represent recoverable costs and, where applicable, accrued profit related to long-term contracts that have been inventoried until the customer is billed, and consisted of the following:
 
April 5, 2015
 
December 31, 2014
Contract costs and estimated profits
$
7,390

 
$
7,494

Other contract costs
1,061

 
1,064

 
8,451

 
8,558

Advances and progress payments
(4,007
)
 
(3,967
)
Total contracts in process
$
4,444

 
$
4,591

Contract costs consist primarily of labor, material, overhead and G&A expenses. Other contract costs represent amounts that are not currently allocable to government contracts, such as 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 expect to recover these costs through ongoing business, including existing backlog and probable follow-on contracts. 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.

G. INVENTORIES
Our inventories represent primarily business-jet components and are stated at the lower of cost or net realizable value. Work-in-process represents largely labor, material and overhead costs associated with aircraft in the manufacturing process and is based primarily on the estimated average unit cost of the units in a production lot. Raw materials are valued primarily on the first-in, first-out method. We record pre-owned aircraft acquired in connection with the sale of new aircraft at the lower of the trade-in value or the estimated net realizable value.

12



Inventories consisted of the following:
 
April 5, 2015
 
December 31, 2014
Work in process
$
1,980

 
$
1,828

Raw materials
1,327

 
1,290

Finished goods
23

 
28

Pre-owned aircraft
67

 
75

Total inventories
$
3,397

 
$
3,221


H. DEBT
Debt consisted of the following:
 
 
April 5, 2015
 
December 31, 2014
Fixed-rate notes due:
Interest Rate
 
 
 
January 2015
1.375%
$

 
$
500

July 2016
2.250%
500

 
500

November 2017
1.000%
897

 
897

July 2021
3.875%
499

 
499

November 2022
2.250%
992

 
992

November 2042
3.600%
498

 
498

Other
Various
25

 
25

Total debt
 
3,411

 
3,911

Less current portion
 
1

 
501

Long-term debt
 
$
3,410

 
$
3,410

Our fixed-rate notes are fully and unconditionally guaranteed by several of our 100-percent-owned subsidiaries (see Note O for condensed consolidating financial statements). We have the option to redeem the notes prior to their maturity in whole or part for the principal plus any accrued but unpaid interest and applicable make-whole amounts. In January 2015, we repaid $500 of fixed-rate notes on their scheduled maturity date.
On April 5, 2015, we had no commercial paper outstanding, but we maintain the ability to access the commercial paper market in the future. We have $2 billion in committed bank credit facilities that provide backup liquidity to our commercial paper program. These credit facilities include a $1 billion multi-year facility expiring in July 2016 and a $1 billion multi-year facility expiring in July 2018. These facilities are required by rating agencies to support our commercial paper issuances. We may renew or replace, in whole or part, these credit facilities at or prior to their expiration dates. Our bank credit facilities are guaranteed by several of our 100-percent-owned subsidiaries. In addition, we have approximately $115 in committed bank credit facilities to provide backup liquidity to our European businesses.
Our financing arrangements contain a number of customary covenants and restrictions. We were in compliance with all covenants on April 5, 2015.

13




I. OTHER LIABILITIES
A summary of significant other liabilities by balance sheet caption follows:

 
April 5, 2015
 
December 31, 2014
Deferred income taxes
$
739

 
$
729

Fair value of cash flow hedges
722

 
292

Salaries and wages
601

 
718

Workers' compensation
417

 
420

Retirement benefits
306

 
309

Other (a)
1,573

 
1,390

Total other current liabilities
$
4,358

 
$
3,858

 
 
 
 
Retirement benefits
$
4,595

 
$
4,596

Customer deposits on commercial contracts 
594

 
617

Deferred income taxes
85

 
82

Other (b)
1,069

 
1,070

Total other liabilities
$
6,343

 
$
6,365

(a)Consists primarily of dividends payable, taxes payable, environmental remediation reserves, warranty reserves, liabilities of discontinued operations and insurance-related costs.
(b)Consists primarily of liabilities for warranty reserves and workers' compensation and liabilities of discontinued operations.
The increase in the fair value of our cash flow hedge liabilities from December 31, 2014, to April 5, 2015, largely corresponds to the unrecognized losses on cash flow hedges deferred in accumulated other comprehensive loss (AOCL). These losses will be deferred in AOCL until the underlying transaction is reflected in earnings, at which time we believe the losses will be offset by corresponding gains in the remeasurement of the underlying transactions being hedged.

J. SHAREHOLDERS' EQUITY
Share Repurchases. In the first three months of 2015, we repurchased approximately 4.7 million of our outstanding shares for $634. On February 9, 2015, with shares from the prior authorization largely exhausted, the board of directors authorized management to repurchase 10 million additional shares of common stock on the open market. On April 5, 2015, 7.7 million shares remained authorized by our board of directors for repurchase, approximately 2 percent of our total shares outstanding. We repurchased 29 million shares for a total of approximately $3.4 billion in 2014, including 14 million shares in the first three months of 2014.
Dividends per Share. Dividends declared per share were $0.69 and $0.62 and for the three-month periods ended April 5, 2015, and March 30, 2014, respectively. Cash dividends paid were $206 and $198 for the three-month periods ended April 5, 2015 and March 30, 2014, respectively.

14



Accumulated Other Comprehensive Loss. The changes, pretax and net of tax, in each component of AOCL consisted of the following:
 
Losses on Cash Flow Hedges
Unrealized Gains on Securities
Foreign Currency Translation Adjustments
Changes in Retirement Plans’ Funded Status
AOCL
Balance, December 31, 2014
$
(173
)
$
22

$
541

$
(3,322
)
$
(2,932
)
Other comprehensive loss, pretax
(383
)
2

(104
)
97

(388
)
Benefit for income tax, net
(135
)
2

(5
)
34

(104
)
Other comprehensive loss, net of tax
(248
)

(99
)
63

(284
)
Balance, April 5, 2015
$
(421
)
$
22

$
442

$
(3,259
)
$
(3,216
)

 
Gains on Cash Flow Hedges
Unrealized Gains on Securities
Foreign Currency Translation Adjustments
Changes in Retirement Plans’ Funded Status
AOCL
Balance, December 31, 2013
$
9

$
15

$
974

$
(2,183
)
$
(1,185
)
Other comprehensive income, pretax
4

3

(65
)
61

3

Provision for income tax, net
1

1

(1
)
20

21

Other comprehensive loss, net of tax
3

2

(64
)
41

(18
)
Balance, March 30, 2014
$
12

$
17

$
910

$
(2,142
)
$
(1,203
)

Amounts reclassified out of AOCL related primarily to changes in retirement plans' funded status and consisted of pretax recognized net actuarial losses of $112 and $76 for the three-month periods ended April 5, 2015, and March 30, 2014, respectively. This was partially offset by pretax amortization of prior service credit of $18 and $17 for the three-month periods ended April 5, 2015, and March 30, 2014, respectively. These AOCL components are included in our net periodic pension and other post-retirement benefit cost. See Note M for additional details.

K. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
We are exposed to market risk, primarily from foreign currency exchange rates, interest rates, commodity prices and investments. We may use derivative financial instruments to hedge some of these risks as described below. We do not use derivatives for trading or speculative purposes.
Foreign Currency Risk and Hedging Activities. Our foreign currency exchange rate risk relates to receipts from customers, payments to suppliers and inter-company transactions denominated in foreign currencies. To the extent possible, we include terms in our contracts that are designed to protect us from this risk. Otherwise, we enter into derivative financial instruments, principally foreign currency forward purchase and sale contracts, designed to offset and minimize our risk. The two-year average maturity of these instruments matches the duration of the activities that are at risk.
We had $9 billion in notional forward exchange contracts outstanding on April 5, 2015, and $9.1 billion on December 31, 2014. We recognize derivative financial instruments on the Consolidated Balance Sheets at fair value (see Note D).
We record changes in the fair value of derivative financial instruments in operating costs and expenses in the Consolidated Statements of Earnings or in other comprehensive loss (OCL) within the

15



Consolidated Statements of Comprehensive Income depending on whether the derivative is designated and qualifies for hedge accounting. Gains and losses related to derivatives that qualify as cash flow hedges are deferred in OCL until the underlying transaction is reflected in earnings. We adjust derivative financial instruments not designated as cash flow hedges to market value each period and record the gain or loss in the Consolidated Statements of Earnings. The gains and losses on these instruments generally offset losses and gains on the assets, liabilities and other transactions being hedged. Gains and losses resulting from hedge ineffectiveness are recognized in the Consolidated Statements of Earnings for all derivative financial instruments, regardless of designation.
Net gains and losses recognized in earnings, including gains and losses related to hedge ineffectiveness, were not material to our results of operations for the three-month periods ended April 5, 2015, and March 30, 2014. Net gains and losses reclassified to earnings from OCL were not material to our results of operations for the three-month periods ended April 5, 2015, and March 30, 2014, and we do not expect the amount of these gains and losses that will be reclassified to earnings during the next 12 months to be material.
We had no material derivative financial instruments designated as fair value or net investment hedges on April 5, 2015, or December 31, 2014.
Interest Rate Risk. Our financial instruments subject to interest rate risk include fixed-rate long-term debt obligations and variable-rate commercial paper. However, the risk associated with these instruments is not material.
Commodity Price Risk. We are subject to risk of rising labor and commodity prices, primarily on long-term fixed-price contracts. To the extent possible, we include terms in our contracts that are designed to protect us from this risk. Some of the protective terms included in our contracts are considered derivatives but are not accounted for separately because they are clearly and closely related to the host contract. We have not entered into any material commodity hedging contracts but may do so as circumstances warrant. We do not believe that changes in labor or commodity prices will have a material impact on our results of operations or cash flows.
Investment Risk. 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 April 5, 2015, we held $4.4 billion in cash and equivalents, but held no marketable securities.
Foreign Currency Financial Statement Translation. We translate foreign currency balance sheets from our international businesses' functional currency (generally the respective local currency) to U.S. dollars at the end-of-period exchange rates, and statements of earnings at the average exchange rates for each period. The resulting foreign currency translation adjustments are a component of OCL.
We do not hedge the fluctuation in reported revenues and earnings resulting from the translation of these international operations' results into U.S. dollars. The impact of translating our non-U.S. operations’ revenues and earnings into U.S. dollars was not material to our results of operations for the three-month periods ended April 5, 2015, or March 30, 2014. In addition, the effect of changes in foreign exchange rates on non-U.S. cash balances was not material in the first three months of either 2015 or 2014.


16



L. COMMITMENTS AND CONTINGENCIES
Litigation
Various claims and other legal proceedings incidental to the normal course of business are pending or threatened against us. These matters relate to such issues as government investigations and claims, the protection of the environment, asbestos-related claims and employee-related matters. The nature of litigation is such that we cannot predict the outcome of these matters. However, based on information currently available, we believe any potential liabilities in these proceedings, individually or in the aggregate, will not have a material impact on our results of operations, financial condition or cash flows.
Environmental
We are subject to and affected by a variety of federal, state, local and foreign environmental laws and regulations. We are directly or indirectly involved in environmental investigations or remediation at some of our current and former facilities and 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. Based on historical experience, we expect that a significant percentage of the total remediation and compliance costs associated with these facilities will continue to be allowable contract costs and, therefore, recoverable under U.S. government contracts.
As required, we provide financial assurance for certain sites undergoing or subject to investigation or remediation. We accrue environmental costs when it is probable that a liability has been incurred and the amount can be reasonably estimated. Where applicable, we seek insurance recovery for costs related to environmental liabilities. We do not record insurance recoveries before collection is considered probable. Based on all known facts and analyses, we do not believe that our liability at any individual site, or in the aggregate, arising from such environmental conditions, will be material to our results of operations, financial condition or cash flows. We also do not believe that the range of reasonably possible additional loss beyond what has been recorded would be material to our results of operations, financial condition or cash flows.
Other
Government Contracts. As a government contractor, we are subject to U.S. government audits and investigations relating to our operations, including claims for fines, penalties, and compensatory and treble damages. We believe the outcome of such ongoing government audits and investigations will not have a material impact on our results of operations, financial condition or cash flows.
In the performance of our contracts, we routinely request contract modifications that require additional funding from the customer. Most often, these requests are due to customer-directed changes in the scope of work. While we are entitled to recovery of these costs under our contracts, the administrative process with our customer may be protracted. Based upon the circumstances, we periodically file requests for equitable adjustment (REAs) that are sometimes converted into claims. In some cases, these requests are disputed by our customer. We believe our outstanding modifications and other claims will be resolved without material impact to our results of operations, financial condition or cash flows.
Letters of Credit and Guarantees. In the ordinary course of business, we have entered into letters of credit, bank guarantees, surety bonds and other similar arrangements with financial institutions and insurance carriers totaling approximately $972 on April 5, 2015. In addition, from time to time and in the ordinary course of business, we contractually guarantee the payment or performance obligations of our subsidiaries arising under certain contracts.
Aircraft Trade-ins. In connection with orders for new aircraft in funded contract backlog, our Aerospace group has outstanding options with some customers to trade in aircraft as partial consideration in their new-aircraft transaction. These trade-in commitments are structured to establish the fair market

17



value of the trade-in aircraft at a date generally 120 or fewer days preceding delivery of the new aircraft to the customer. At that time, the customer is required to either exercise the option or allow its expiration. Any excess of the pre-established trade-in price above the fair market value at the time the new outfitted aircraft is delivered is treated as a reduction of revenue in the new-aircraft sales transaction.
Product Warranties. We provide warranties to our customers associated with certain product sales. We record estimated warranty costs in the period in which the related products are delivered. The warranty liability recorded at each balance sheet date is generally based on the number of months of warranty coverage remaining for products delivered and the average historical monthly warranty payments. Warranty obligations incurred in connection with long-term production contracts are accounted for within the contract estimates at completion. Our other warranty obligations, primarily for business-jet aircraft, are included in other current and noncurrent liabilities on the Consolidated Balance Sheets.
The changes in the carrying amount of warranty liabilities for the three-month periods ended April 5, 2015, and March 30, 2014, were as follows:

Three Months Ended
April 5, 2015
 
March 30, 2014
Beginning balance
$
428

 
$
354

Warranty expense
31

 
33

Payments
(29
)
 
(14
)
Ending balance
$
430

 
$
373


M. RETIREMENT PLANS
We provide defined-contribution benefits, as well as some remaining defined-benefit pension and other post-retirement benefits.
Net periodic cost associated with our defined-benefit pension and other post-retirement benefit plans for the three-month periods ended April 5, 2015, and March 30, 2014, consisted of the following:

 
Pension Benefits
Other Post-retirement Benefits
Three Months Ended
April 5, 2015
 
March 30, 2014
April 5, 2015
 
March 30, 2014
Service cost
$
57

 
$
48

$
3

 
$
3

Interest cost
133

 
133

11

 
13

Expected return on plan assets
(174
)
 
(164
)
(8
)
 
(8
)
Recognized net actuarial loss
110

 
74

2

 
2

Amortization of prior service credit
(17
)
 
(17
)
(1
)
 

Net periodic cost
$
109

 
$
74

$
7

 
$
10

Our contractual arrangements with the U.S. government provide for the recovery of contributions to our pension and other post-retirement benefit plans covering employees working in our defense business groups. For non-funded plans, our government contracts allow us to recover claims paid. Following payment, these recoverable amounts are allocated to contracts and billed to the customer in accordance with the Cost Accounting Standards (CAS) and specific contractual terms. For some of these plans, the cumulative pension and post-retirement benefit cost exceeds the amount currently allocable to contracts. To the extent recovery of the cost is considered probable based on our backlog and probable follow-on contracts, we defer the excess in contracts in process on the Consolidated Balance Sheets until the cost is allocable to contracts. See Note F for discussion of our deferred contract costs. For other plans, the amount

18



allocated to contracts and included in revenues has exceeded the plans’ cumulative benefit cost. We have deferred recognition of these excess earnings to provide a better matching of revenues and expenses. These deferrals have been classified against the plan assets on the Consolidated Balance Sheets.

N. BUSINESS GROUP INFORMATION
We operate in four business groups: Aerospace, Combat Systems, Information Systems and Technology and Marine Systems. We organize our business groups in accordance with the nature of products and services offered. These business groups derive their revenues from business aviation; combat vehicles, weapons systems and munitions; communication and information technology systems and solutions; and military and commercial shipbuilding and services, respectively. We measure each group’s profit based on operating earnings. As a result, we do not allocate net interest, other income and expense items, and income taxes to our business groups.
Summary financial information for each of our business groups follows:
 
Revenues
Operating Earnings
Three Months Ended
April 5, 2015
March 30, 2014
April 5, 2015
March 30, 2014
Aerospace
$
2,108

$
2,125

$
431

$
404

Combat Systems
1,363

1,258

204

139

Information Systems and Technology
2,370

2,281

217

183

Marine Systems
1,943

1,601

188

166

Corporate*


(13
)
(18
)
 
$
7,784

$
7,265

$
1,027

$
874


*Corporate operating results consist primarily of stock option expense.



19



O. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
The fixed-rate notes described in Note H are fully and unconditionally guaranteed on an unsecured, joint and several basis by certain of our 100-percent-owned subsidiaries (the guarantors). The following condensed consolidating financial statements illustrate the composition of the parent, the guarantors on a combined basis (each guarantor together with its majority-owned subsidiaries) and all other subsidiaries on a combined basis.

CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS (UNAUDITED)
Three Months Ended April 5, 2015
Parent
Guarantors
on a
Combined
Basis
Other
Subsidiaries
on a
Combined
Basis
Consolidating
Adjustments
Total
Consolidated
Revenues
$

$
6,768

$
1,016

$

$
7,784

Cost of sales
1

5,462

791


6,254

G&A
12

416

75


503

Operating earnings
(13
)
890

150


1,027

Interest, net
(23
)
1

1


(21
)
Other, net
1

2



3

Earnings before income tax
(35
)
893

151


1,009

Provision for income tax, net
(25
)
290

28


293

Equity in net earnings of subsidiaries
726



(726
)

Net earnings
$
716

$
603

$
123

$
(726
)
$
716

Comprehensive income
$
432

$
606

$
(224
)
$
(382
)
$
432

Three Months Ended March 30, 2014
Parent
Guarantors
on a
Combined
Basis
Other
Subsidiaries
on a
Combined
Basis
Consolidating
Adjustments
Total
Consolidated
Revenues
$

$
6,393

$
872

$

$
7,265

Cost of sales
6

5,198

696


5,900

G&A
14

368

109


491

Operating earnings
(20
)
827

67


874

Interest, net
(22
)



(22
)
Other, net


1


1

Earnings before income tax
(42
)
827

68


853

Provision for income tax, net
(9
)
249

17


257

Discontinued operations, net of tax
(1
)



(1
)
Equity in net earnings of subsidiaries
629



(629
)

Net earnings
$
595

$
578

$
51

$
(629
)
$
595

Comprehensive income
$
577

$
572

$
4

$
(576
)
$
577




20



CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)
April 5, 2015
Parent
Guarantors
on a
Combined
Basis
Other
Subsidiaries
on a
Combined
Basis
Consolidating
Adjustments
Total
Consolidated
ASSETS
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and equivalents
$
2,599

$

$
1,813

$

$
4,412

Accounts receivable

1,310

2,351


3,661

Contracts in process
546

2,787

1,111


4,444

Inventories
 
 
 
 
 
Work in process

1,969

11


1,980

Raw materials

1,293

34


1,327

Finished goods

18

5


23

Pre-owned aircraft

67



67

Other current assets
81

207

150


438

Total current assets
3,226

7,651

5,475


16,352

Noncurrent assets:
 
 
 
 
 
Property, plant and equipment
150

6,119

1,095


7,364

Accumulated depreciation of PP&E
(54
)
(3,312
)
(675
)

(4,041
)
Intangible assets

1,482

926


2,408

Accumulated amortization of intangible assets

(1,065
)
(450
)

(1,515
)
Goodwill

8,122

3,577


11,699

Other assets
1,611

249

258


2,118

Investment in subsidiaries
38,078



(38,078
)

Total noncurrent assets
39,785

11,595

4,731

(38,078
)
18,033

Total assets
$
43,011

$
19,246

$
10,206

$
(38,078
)
$
34,385

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Short-term debt
$

$
1

$

$

$
1

Customer advances and deposits

3,373

3,114


6,487

Other current liabilities
1,444

3,424

1,756


6,624

Total current liabilities
1,444

6,798

4,870


13,112

Noncurrent liabilities:
 
 
 
 
 
Long-term debt
3,387

23



3,410

Other liabilities
3,487

2,369

487


6,343

Total noncurrent liabilities
6,874

2,392

487


9,753

Intercompany
23,173

(22,580
)
(593
)


Shareholders' equity:
 
 
 
 
 
Common stock
482

6

2,043

(2,049
)
482

Other shareholders' equity
11,038

32,630

3,399

(36,029
)
11,038

Total shareholders' equity
11,520

32,636

5,442

(38,078
)
11,520

Total liabilities and shareholders' equity
$
43,011

$
19,246

$
10,206

$
(38,078
)
$
34,385



21



CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2014
Parent
Guarantors
on a
Combined
Basis
Other
Subsidiaries
on a
Combined
Basis
Consolidating
Adjustments
Total
Consolidated
ASSETS
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and equivalents
$
2,536

$

$
1,852

$

$
4,388

Accounts receivable

1,379

2,671


4,050

Contracts in process
542

2,966

1,083


4,591

Inventories
 
 
 
 
 
Work in process

1,818

10


1,828

Raw materials

1,260

30


1,290

Finished goods

20

8


28

Pre-owned aircraft

75



75

Other current assets
781

215

161


1,157

Total current assets
3,859

7,733

5,815


17,407

Noncurrent assets:
 
 
 
 
 
Property, plant and equipment
148

6,035

1,109


7,292

Accumulated depreciation of PP&E
(52
)
(3,246
)
(665
)

(3,963
)
Intangible assets

1,484

914


2,398

Accumulated amortization of intangible assets

(1,042
)
(444
)

(1,486
)
Goodwill

8,095

3,636


11,731

Other assets
1,479

213

284


1,976

Investment in subsidiaries
37,449



(37,449
)

Total noncurrent assets
39,024

11,539

4,834

(37,449
)
17,948

Total assets
$
42,883

$
19,272

$
10,649

$
(37,449
)
$
35,355

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Short-term debt
$
500

$
1

$

$

$
501

Customer advances and deposits

3,529

3,806


7,335

Other current liabilities
1,298

3,511

1,106


5,915

Total current liabilities
1,798

7,041

4,912


13,751

Noncurrent liabilities:
 
 
 
 
 
Long-term debt
3,386

24



3,410

Other liabilities
3,514

2,369

482


6,365

Total noncurrent liabilities
6,900

2,393

482


9,775

Intercompany
22,356

(22,557
)
201



Shareholders' equity:
 
 
 
 
 
Common stock
482

6

2,043

(2,049
)
482

Other shareholders' equity
11,347

32,389

3,011

(35,400
)
11,347

Total shareholders' equity
11,829

32,395

5,054

(37,449
)
11,829

Total liabilities and shareholders' equity
$
42,883

$
19,272

$
10,649

$
(37,449
)
$
35,355



22



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended April 5, 2015
Parent
Guarantors
on a
Combined
Basis
Other
Subsidiaries
on a
Combined
Basis
Consolidating
Adjustments
Total
Consolidated
Net cash provided by operating activities *
$
(101
)
$
760

$
86

$

$
745

Cash flows from investing activities:
 
 
 
 
 
Maturities of held-to-maturity securities
500




500

Capital expenditures
(2
)
(89
)
(7
)

(98
)
Other, net
1

93



94

Net cash provided by investing activities
499

4

(7
)

496

Cash flows from financing activities:
 
 
 
 
 
Purchases of common stock
(620
)



(620
)
Repayment of fixed-rate notes
(500
)



(500
)
Dividends paid
(206
)



(206
)
Proceeds from option exercises
87




87

Other, net
30




30

Net cash used by financing activities
(1,209
)



(1,209
)
Net cash used by discontinued operations
(8
)



(8
)
Cash sweep/funding by parent
882

(764
)
(118
)


Net increase in cash and equivalents
63


(39
)

24

Cash and equivalents at beginning of period
2,536


1,852


4,388

Cash and equivalents at end of period
$
2,599

$

$
1,813

$

$
4,412

Three Months Ended March 30, 2014
 
 
 
 
 
Net cash provided by operating activities *
$
(65
)
$
669

$
(182
)
$

$
422

Net cash used by investing activities

(68
)
(9
)

(77
)
Cash flows from financing activities:
 
 
 
 

Purchases of common stock
(1,430
)



(1,430
)
Other, net
83




83

Net cash used by financing activities
(1,347
)



(1,347
)
Net cash used by discontinued operations
(3
)



(3
)
Cash sweep/funding by parent
609

(601
)
(8
)


Net increase in cash and equivalents
(806
)

(199
)

(1,005
)
Cash and equivalents at beginning of period
4,180


1,121


5,301

Cash and equivalents at end of period
$
3,374

$

$
922

$

$
4,296


* Continuing operations only

23



(Dollars in millions, except per-share amounts or unless otherwise noted)
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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; communications and information technology systems and solutions; and shipbuilding. We operate globally through four business groups: Aerospace, Combat Systems, Information Systems and Technology, and Marine Systems. Our primary customer is the U.S. government, including the Department of Defense, other U.S. government customers and the intelligence community. We also do significant business with non-U.S. governments and a diverse base of corporate and individual buyers of business aircraft. The following discussion should be read in conjunction with our 2014 Annual Report on Form 10-K and with the unaudited Consolidated Financial Statements included in this Form 10-Q. The unaudited Consolidated Financial Statements have been restated to reflect the results of operations of our axle business in discontinued operations (for further discussion, see Note A to the unaudited Consolidated Financial Statements).

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 business 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. 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. Revenues associated with the group’s completions of other original equipment manufacturers' (OEMs) aircraft and the group's services businesses are recognized as work progresses or upon delivery of services. Fluctuations in revenues from period to period 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, subcontractor 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

24



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 research and development (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, variations 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 contract value that the profitability of that contract may be impacted. Contract mix refers to changes in the volume of higher- vs. lower-margin 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

Three Months Ended
April 5, 2015
 
March 30, 2014
 
Variance
Revenues
$
7,784

 
$
7,265

 
$
519

 
7.1
 %
Operating costs and expenses
6,757

 
6,391

 
(366
)
 
(5.7
)%
Operating earnings
1,027

 
874

 
153

 
17.5
 %
Operating margins
13.2
%
 
12.0
%
 
 
 
 
Our revenues increased in the first quarter of 2015 compared with the prior-year period. Revenues were up in all of our defense business groups for the first time in over four years. The largest increase was in the Marine Systems group where higher ship construction, engineering and repair activity led to 21 percent year-over-year growth. Revenues were essentially flat in our Aerospace group.
Operating costs and expenses increased less than revenues, resulting in higher operating earnings and margins. The 120 basis point increase in operating margins was largely due to improved performance in the Combat Systems and Information Systems and Technology groups.

REVIEW OF BUSINESS GROUPS
Following is a discussion of operating results and outlook for each of our business groups. For the Aerospace group, results are analyzed for 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 N to the unaudited Consolidated Financial Statements.

25



AEROSPACE

Three Months Ended
April 5, 2015
 
March 30, 2014
 
Variance
Revenues
$
2,108

 
$
2,125

 
$
(17
)
 
(0.8
)%
Operating earnings
431

 
404

 
27

 
6.7
 %
Operating margin
20.4
%
 
19.0
%
 
 
 
 
 
 
 
 
 
 
 
 
Gulfstream aircraft deliveries (in units):
 
 
 
 
 
 
 
Green
34
 
35
 
(1
)
 
(2.9
)%
Outfitted
32
 
39
 
(7
)
 
(17.9
)%
Operating Results
The change in the Aerospace group's revenues in the first quarter of 2015 consisted of the following:
Aircraft manufacturing, outfitting and completions
$
(26
)
Pre-owned aircraft
8

Aircraft services
1

Total decrease
$
(17
)
Aircraft manufacturing, outfitting and completions revenues declined slightly in the first quarter of 2015 primarily due to fewer deliveries of outfitted large-cabin aircraft.
The increase in the group's operating earnings in the first quarter of 2015 consisted of the following:
Aircraft manufacturing, outfitting and completions
$
38

Pre-owned aircraft
(1
)
Aircraft services
5

G&A/other expenses
(15
)
Total increase
$
27

Aircraft manufacturing, outfitting and completions earnings were up from operating improvements and a favorable supplier settlement associated with aircraft component design and delivery delays. In addition, the group's services performance was very strong in the quarter due to a favorable mix of work. Absent these factors, the group's margins would have been lower, primarily driven by the timing of G&A expenses.
Outlook
As noted in our 2014 Form 10-K, we expect an increase of approximately 8 percent in the group's full-year revenues in 2015 compared with 2014 as a result of Gulfstream aircraft deliveries. Operating margins are expected to be around 18 percent, down somewhat from 2014 primarily due to higher net R&D expenses, aircraft manufacturing mix and more pre-owned aircraft sales.

26



COMBAT SYSTEMS

Three Months Ended
April 5, 2015
 
March 30, 2014
 
Variance
Revenues
$
1,363

 
$
1,258

 
$
105

 
8.3
%
Operating earnings
204

 
139

 
65

 
46.8
%
Operating margins
15.0
%
 
11.0
%
 
 
 
 
Operating Results
The change in the Combat Systems group's revenues in the first quarter of 2015 consisted of the following:
International military vehicles
$
127

U.S. military vehicles
(21
)
Weapon systems and munitions
(1
)
Total increase
$
105

Revenues from international military vehicles were up in the first quarter of 2015 as work ramped up on a contract with the Government of Canada’s Canadian Commercial Corporation for a Middle Eastern customer and another with the British Army for Specialist Vehicle (SV) platforms. U.S. military vehicle revenues were down slightly due to the completion of the Ground Combat Vehicle (GCV) design and development program.
The Combat Systems group's operating margins increased 400 basis points in the first quarter of 2015. Operating margins were up across the group, largely as a result of reduced overhead costs following restructuring activities completed in 2014 and strong operating performance. Operating results in the first quarter of 2014 included $29 of restructuring charges in our European military vehicles business, primarily for employee severance.
Outlook
As noted in our 2014 Form 10-K, we expect the Combat Systems group’s revenues and operating margins in 2015 to be consistent with 2014 as growth on our international military vehicle contracts offsets some scheduled reductions in spending on several U.S. military production programs.
INFORMATION SYSTEMS AND TECHNOLOGY

Three Months Ended
April 5, 2015
 
March 30, 2014
 
Variance
Revenues
$
2,370

 
$
2,281

 
$
89

 
3.9
%
Operating earnings
217

 
183

 
34

 
18.6
%
Operating margins
9.2
%
 
8.0
%
 
 
 
 
Operating Results
The change in the Information Systems and Technology group's revenues in the first quarter of 2015 consisted of the following:
C4ISR solutions*
$
46

Information technology (IT) services
43

Total increase
$
89

*    Command, control, communications, computing (C4), intelligence, surveillance and reconnaissance (ISR) solutions

27




Revenues increased in the first quarter of 2015 in the C4ISR solutions business primarily as a result of higher volume on the Common Hardware Systems-4 (CHS-4) program and increased demand for encryption products. Revenues increased in the first three months of 2015 in our IT services business due to increased contact-center services work for the Centers for Medicare & Medicaid Services and the late 2014 acquisition of a provider of IT support to U.S. special operations forces.
The group's operating margins increased 120 basis points in the first quarter of 2015, the result of improved operating performance, favorable contract mix and ongoing cost-reduction efforts, including the consolidation of two businesses in the group effective in January of 2015.
Outlook
As noted in our 2014 Form 10-K, we expect 2015 full-year revenues in the Information Systems and Technology group to decrease approximately 5.5 percent from 2014. Operating margins are expected to improve to slightly more than 9 percent.
MARINE SYSTEMS

Three Months Ended
April 5, 2015
 
March 30, 2014
 
Variance
Revenues
$
1,943

 
$
1,601

 
$
342

 
21.4
%
Operating earnings
188

 
166

 
22

 
13.3
%
Operating margins
9.7
%
 
10.4
%
 
 
 
 

Operating Results
The change in the Marine Systems group’s revenues in the first quarter of 2015 consisted of the following:

Navy ship construction
$
186

Navy ship engineering, repair and other services
69

Commercial ship construction
87

Total increase
$
342

The increase in Navy ship construction revenues in 2015 is primarily due to higher volume on the Virginia-class program, including long-lead materials for the Block IV contract awarded in the second quarter of 2014. Revenues for Navy ship engineering, repair and other services increased in the first quarter of 2015 because of development work on the next-generation ballistic-missile submarine and surface-ship repair operations. Commercial ship construction revenues increased in the first quarter of 2015 as work ramped up on the group's construction of Jones Act ships.
Operating margins decreased somewhat in the first quarter of 2015 primarily due to a shift in contract mix to the Block IV Virginia-class and commercial ship contracts and continued construction on the DDG-1000 program and two of the DDG-51 ships in the Navy's restart of the program.
Outlook
As noted in our 2014 Form 10-K, we expect the Marine Systems group’s 2015 full-year revenues to increase approximately 2 to 2.5 percent from 2014, primarily due to higher revenues on the Virginia-class program. Operating margins are expected to remain in the mid-9 percent range.

28



CORPORATE
Corporate results consist primarily of compensation expense for stock options. Corporate costs totaled $13 in the first quarter of 2015 compared with $18 in the first quarter of 2014. We expect 2015 full-year Corporate costs of approximately $65 to $70.

OTHER INFORMATION
PRODUCT REVENUES AND OPERATING COSTS

Three Months Ended
April 5, 2015
 
March 30, 2014
 
Variance
Revenues
$
4,932

 
$
4,438

 
$
494

 
11.1
%
Operating costs
3,819

 
3,464

 
355

 
10.2
%

The change in product revenues in the first quarter of 2015 consisted of the following:

Ship construction
$
270

Military vehicle production
166

Other, net
58

Total increase
$
494

Ship construction revenues increased in the first quarter of 2015 due to higher volume on the Virginia-class submarine program and commercial Jones Act ships. Military vehicle production revenues increased as work ramped up on two large non-U.S. programs awarded in 2014.
Product operating costs were higher in the first quarter of 2015 primarily due to volume on the programs described above.
SERVICE REVENUES AND OPERATING COSTS

Three Months Ended
April 5, 2015
 
March 30, 2014
 
Variance
Revenues
$
2,852

 
$
2,827

 
$
25

 
0.9
 %
Operating costs
2,435

 
2,436

 
(1
)
 
 %

The change in service revenues in the first quarter of 2015 consisted of the following:

Navy engineering, repair and other services
$
72

Military vehicle services
(58
)
Other, net
11

Total increase
$
25

Navy engineering, repair and other services revenues increased in the first quarter of 2015 due to increased development work on the next-generation ballistic-missile submarine and higher surface-ship repair volume. Military vehicle services revenues decreased due to the completion of the Ground Combat Vehicle (GCV) design and development program.

29



Service operating costs were essentially flat in the first quarter of 2015 as there was little change in the overall volume of services.

OTHER INFORMATION
G&A Expenses
As a percentage of revenues, G&A expenses were 6.5 percent and 6.8 percent in the first three months of 2015 and 2014, respectively. G&A expenses in the first quarter of 2014 were negatively impacted by $29 of severance-related charges in our European military vehicles business in the Combat systems group. We expect G&A expenses in 2015 to be approximately 6.5 percent of revenues.
Interest, Net
Net interest expense was $21 in the first three months of 2015, compared with $22 in the same period in 2014. We expect full-year 2015 net interest expense to be $82, compared with $86 in 2014.
Provision for Income Tax, Net
Our effective tax rate was 29 percent in the first three months of 2015, compared with 30.1 percent in the prior-year period. The effective tax rate in the first three months of 2015 was favorably impacted by approval received in the first quarter of a research and development tax credit refund request. We anticipate the full-year effective tax rate to be approximately 29.5 percent in 2015.

BACKLOG AND ESTIMATED POTENTIAL CONTRACT VALUE
Our total backlog, including funded and unfunded portions, was $70.5 billion at the end of the first quarter of 2015, down 3 percent from $72.4 billion on December 31, 2014. Our total estimated contract value, which combines total backlog with estimated potential contract value, was $96.1 billion on April 5, 2015.
Estimated potential contract value includes work awarded on unfunded indefinite delivery, indefinite quantity (IDIQ) contracts or unexercised options associated with existing firm contracts. Contract options in our defense business represent agreements to perform a