Annual Report 2014 Dear Fellow Shareholder: 2014 was a very good year for General Dynamics. Our continued focus on expanding margins, generating cash and increasing return on invested capital resulted in record-setting financial performance. Our operating earnings, margins, free cash flow, earnings from continuing operations and earnings per share in 2014 were the highest in the company’s history. The market rewarded that performance with a 44 percent increase in our stock price, driving our market capitalization to $45.7 billion at year-end. We also expanded our foundation for future success by increasing total backlog 58 percent from $45.9 billion at year-end 2013 to $72.4 billion at the end of 2014. This large and durable backlog positions us for growth in 2016 and beyond. In 2014, operating earnings were $3.9 billion on sales of $30.9 billion, an operating margin of 12.6 percent. We earned a return on sales of 8.7 percent, a return on invested capital of 15.1 percent, a return on assets of 7.6 percent and a return on equity of 20.2 percent. Net cash provided by operating activities totaled $3.7 billion, an increase of 20 percent over 2013. Free cash flow, defined as net cash provided by operating activities from continuing operations less capital expenditures, was $3.2 billion, which represents 120 percent of earnings from continuing operations. Your management team used that cash to pay $822 million in dividends and repurchase more than 29 million shares. Prudent deployment of capital remains a focus going forward. On March 4, 2015, the Board increased the quarterly dividend by 11.3 percent from 62 cents per share to 69 cents per share, the 18th consecutive annual repeatable dividend policy provides the increase. This consistent, foundation for additional return of capital to our shareholders. As you can see from the attached financial statements, each of our four business groups contributed to our successful and record-setting year. The Aerospace group achieved strong operating leverage with margins of 18.6 percent, 120 basis points better than the prior year on sales growth of 6.5 percent. Over the year, we announced three new large-cabin business-jets, the G500, the G600 and the G650 extended-range (ER). The G500 and G600 are new- design aircraft that optimize speed, wide-cabin comfort, efficiency and advanced safety technology. These two aircraft enter into service in 2018 and 2019, respectively. The G650ER entered into service ahead of schedule in 2014 and flies farther at faster speeds than any other the course of business jet on the market. Orders for the new aircraft and continued demand for existing models and completions projects resulted in an increase in total potential contract value for the group over the prior year and positions us well for the future. In 2014, Combat Systems had $5.7 billion in sales with 15 percent margins. Strong cost control allowed the group to successfully compete for and win contracts, bringing the group’s backlog to an all-time high of $19.8 billion. With each of our businesses’ strong operating leverage and historic-high backlog, Combat Systems is poised for growth. Marine Systems revenues grew by 8.9 percent to $7.3 billion, and margins were a solid 9.6 percent. Navy construction work at each shipyard increased as we executed on the Virginia-class submarine, Mobile Landing Platform and destroyer programs. Commercial ship construction also increased over the year on the 10 commercial ships now under contract. Marine Systems also had significant growth in backlog with the addition of the Virginia-class submarine Block IV contract for 10 submarines, ending the year with $30.8 billion in backlog. The Marine group will continue to grow as we execute on this backlog. the course of Our Information Systems and Technology businesses improved their margins to 8.6 percent, with earnings down only 1.3 percent in the face of a 10.8 percent revenue decline. In January 2015, we integrated two business units, Advanced Information Systems and C4 Systems, into the new Mission Systems business. This consolidation will improve cost competitiveness, leverage the businesses’ complementary capabilities and increase responsiveness to our customers. Order activity was strong, and the actions we are taking to restructure the group will further position it for growth in 2016 and beyond. In closing, we began 2014 with a commitment to hold steadfast to our focus on improving margins, generating cash and increasing return on invested capital. Our performance in 2014 demonstrates the success of this approach. This course of action will continue through 2015 and beyond as we drive increased growth and higher earnings across your company. Phebe N. Novakovic Chairman and Chief Executive Officer March 16, 2015 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, 2014 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 State or other jurisdiction of incorporation or organization 2941 Fairview Park Drive, Suite 100 Falls Church, Virginia Address of principal executive offices Title of each class Common stock, par value $1 per share Registrant’s telephone number, including area code: (703) 876-3000 Securities registered pursuant to Section 12(b) of the Act: 13-1673581 IRS Employer Identification No. 22042-4513 Zip code Name of exchange on which registered 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 ✓ 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 ✓ 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 ✓ 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 ✓ 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 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 ✓ 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 ✓ The aggregate market value of the voting common equity held by non-affiliates of the registrant was $37,171,450,405 as of June 29, 2014 (based on the closing price of the shares on the New York Stock Exchange). 331,704,599 shares of the registrant’s common stock, $1 par value per share, were outstanding on February 1, 2015. Part III incorporates by reference information from certain portions of the registrant’s definitive proxy statement for the 2015 annual meeting of shareholders to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year. DOCUMENTS INCORPORATED BY REFERENCE: I N D E X PART I 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. Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services Exhibits Signatures Index to Exhibits PAGE 3 11 14 14 14 14 16 17 18 34 35 66 66 69 69 69 69 69 69 70 71 72 2 General Dynamics Annual Report 2014 (Dollars in millions, unless otherwise noted) 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; communications and information technology systems and solutions; and shipbuilding. Our team delivers shareholder returns through disciplined management execution of backlog, efficient cash-flow conversion and prudent capital deployment. We manage costs, undertake continuous- initiatives and collaborate across our businesses to improvement achieve our goals of maximizing earnings and cash and creating value for 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, information technology product and service Gulfstream Aerospace companies, Corporation. additional shipyards and We operate globally through four business groups: Aerospace, Combat Systems, Information Systems and Technology and Marine Systems. 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 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: (cid:129) superior aircraft design, quality, performance, safety and reliability; (cid:129) technologically advanced cockpit and cabin systems; and (cid:129) 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 for 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 a non-U.S. partner. All models are outfitted in the group’s U.S. facilities. Demand for Gulfstream aircraft is strong across geographic regions types, generating orders from public and private and customer companies, individuals and governments around the world. The Gulfstream brand is recognized globally with non-U.S. customers representing approximately 60 percent of the group’s backlog on December 31, 2014. choice, improve introduction of new products broaden customer that We are committed to research and development (R&D) activities that and first-to-market facilitate the aircraft enhancements performance and set new standards for customer safety, comfort and in- flight productivity. In 2014, we introduced three new large-cabin business jets, the G500, the G600 and the G650ER. The G500 and G600 are clean-sheet next-generation business jets that optimize the speed, wide-cabin comfort, efficiency and advanced safety technology of the aircraft. At Mach 0.85, the G500 can fly 5,000 nautical miles, and the G600 can fly 6,200 nautical miles. The G500 and G600 are expected to enter into service in 2018 and 2019, respectively. The G650ER is the extended-range sister-ship to the ultra-long range, ultra- large cabin G650. This new aircraft flies farther at faster speeds than any other business jet on the market and can travel 7,500 nautical miles at Mach 0.85. The first G650ER was delivered in the fourth quarter of 2014, ahead of the original 2015 estimate. These three new aircraft demonstrate the success of consistent and disciplined investment in Gulfstream’s product development. In addition to the new aircraft models, current product enhancement and development efforts include initiatives in advanced avionics, flight-control systems, acoustics, cabin composites, renewable fuels, technologies and vision systems. One recent innovation introduced with the G500 and G600 is the Symmetry Flight Deck that includes 10 touchscreens and active control sidesticks. The active control sidesticks allow the pilot and co-pilot to see and feel each other’s control inputs, enhancing their situational awareness and safety of the flight. We have also introduced 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. In support of Gulfstream’s growing aircraft portfolio and international customer base, we have invested in a multi-year facilities project at our Savannah campus, which is scheduled to continue through 2017. This expansion consists of constructing new facilities, including the completed purpose-built manufacturing facilities for production of the G500 and G600, and renovating existing infrastructure. This effort follows earlier projects that included a purpose-built G650 manufacturing facility, increased aircraft-service capacity, an improved customer sales and design center and a state-of-the-art paint facility. General Dynamics Annual Report 2014 3 The group offers extensive support of the nearly 2,500 Gulfstream aircraft in service with professionals located around the globe. The service network for Gulfstream aircraft continues to evolve to address the demands of the group’s growing international customer base. We operate 11 company-owned service centers, maintain 15 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 12th 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 with completions (avionics, interior outfitting and paint) for business-jet customers, as well as custom, complex completions of single- and double-aisle aircraft requiring advanced engineering, design and manufacturing capabilities. In addition, Jet Aviation provides superior maintenance, repair, aircraft management and FBO services to a broad global customer base through a network of facilities across four continents. A market leader in the business-aviation industry, the Aerospace group is 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 28 percent of our consolidated revenues in 2014, 26 percent in 2013 and 22 percent in 2012. Revenues by major products and services were as follows: Year Ended December 31 2014 2013 2012 Aircraft manufacturing, outfitting and completions Aircraft services Pre-owned aircraft Total Aerospace $ 6,983 1,599 67 $ 6,378 $ 5,317 1,530 210 1,491 104 $ 8,649 $ 8,118 $ 6,912 COMBAT SYSTEMS Our Combat Systems group is a global leader in systems engineering, spanning design, development, manufacture and support of military vehicles, weapons systems and munitions for the United States and its allies. The group’s product lines include: (cid:129) wheeled combat and tactical vehicles, (cid:129) main battle tanks and tracked combat vehicles, (cid:129) weapons systems and munitions, and (cid:129) maintenance and logistics support and sustainment services. The group’s backlog, which reached a historic high in 2014, includes a diverse mix of products supporting domestic and non-U.S. 4 General Dynamics Annual Report 2014 customers. We pursue continuous process improvements to enhance our productivity and improve our operating performance as we deliver on this backlog. We apply our systems-level engineering expertise to develop improvements that advance the utility, safety and mission-effectiveness of our products. Our portfolio of military vehicles, produced at our operations in North America and Europe, includes heavy, medium and light wheeled vehicles and heavy and medium tracked vehicles. This extensive product line allows us to be agile in providing tailored solutions to our customers. The group has a market-leading position in the light armored vehicle (LAV) market. We have a $10 billion contract with an international customer to provide wheeled armored vehicles through 2028. This contract includes vehicle production and contractor logistics support. We offer several products in the medium wheeled vehicle segment, including the Stryker combat vehicle. Stryker has proven itself as one of the most versatile combat-tested vehicles in the U.S. Army inventory, combining agility and firepower into a deployable and responsive combat support vehicle. There are currently 10 variants of the Stryker, including the M1127 Reconnaissance Vehicle and the M1133 Medical Evacuation Vehicle. The Army is planning to convert all nine of its Stryker Brigade Combat Teams to the double-V-hulled configuration, which significantly improves protection for soldiers from improvised explosive devices (IEDs). In addition to the Stryker program, we are modernizing approximately 600 LAV III combat vehicles for the Canadian government and have delivered numerous Piranha and Pandur armored vehicles to various foreign governments. Leveraging our prior experience in the light wheeled vehicle market, the group is under contract with U.S. Special Operations Command to produce the Ground Mobility Vehicle (GMV) and the Internally- Transportable Vehicle (ITV), a narrow version of the GMV. We are also delivering the Foxhound vehicle to the U.K. Ministry of Defence (MoD), and the Eagle vehicle to Germany. We continue to support the evolving needs of the U.S. Army and Marine Corps with technology upgrades to the Abrams main battle tank family of vehicles. The group is currently upgrading Abrams tanks with the System Enhancement Package (SEP) that provides a digital platform with an enhanced command-and-control system, new power generation and distribution systems, sights and improved armor. second-generation thermal Our position in the medium tracked vehicle segment grew in 2014 with a 10-year contract to build the Specialist Vehicle (SV) for the U.K. MoD. SV is the next generation of armoured fighting vehicles in the United Kingdom. The contract positions us as a leading provider of the U.K.’s combat vehicles. With our large installed base of vehicles worldwide, we are positioned for future modernization programs, as well as opportunities for support and sustainment services. For example, we are under contract with the Marine Corps to reset Cougar vehicles. In addition, with the expertise gained from our engineering and production programs across our product portfolio, we are well-qualified to participate in future combat vehicle development programs. Complementing these military-vehicle offerings, the group designs, develops and produces a comprehensive array of weapons systems across the battle spectrum. For ground forces, we manufacture M2/M2-A1 heavy machine guns and MK19/ MK47 grenade launchers. The group also produces legacy and next-generation weapons systems for shipboard applications, including the Navy’s Phalanx Close-In Weapon System (CIWS), multiple subsystems for the Littoral Combat Ship (LCS), and DDG-1000 destroyer firepower mission modules. For airborne platforms, we produce weapons for U.S. and non-U.S. fighter aircraft, fixed-wing including high-speed Gatling guns for all U.S. military aircraft. The group is also a significant supplier of composite structures and aircraft components. 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 maintains a market- leading position in the supply of Hydra-70 rockets, large-caliber tank ammunition, medium-caliber artillery tactical missile aerostructures and high-performance projectiles, warheads, military propellants, and conventional bombs and bomb cases. ammunition, mortar and these efforts, The Combat Systems group emphasizes operational execution and business optimization initiatives as the group delivers on our backlog. As part of 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 18 percent of our consolidated revenues in 2014, 19 percent in 2013 and 24 percent in 2012. Revenues by major products and services were as follows: Year Ended December 31 2014 2013 2012 Wheeled combat vehicles Weapons systems and munitions Tanks and tracked vehicles Engineering and other services $ 2,852 1,635 526 719 $ 2,709 1,761 595 767 $ 3,930 1,950 792 799 Total Combat Systems $ 5,732 $ 5,832 $ 7,471 INFORMATION SYSTEMS AND TECHNOLOGY Our Information Systems and Technology group provides technologies, products and services that address a wide range of military, federal/ requirements. The civilian and commercial information-systems results from decades of domain group’s leadership in this market expertise, incumbency on high-priority programs and continuous innovation to deliver solutions that meet our customers’ needs. We provide full-spectrum support for the design, development, integration, production and sustainment of: (cid:129) information technology (IT) solutions and mission support services, and (cid:129) mobile communication systems and intelligence, surveillance and reconnaissance (ISR) solutions. IT solutions and mission support services: We provide professional and technical services to the U.S. defense and intelligence communities, the Departments of Homeland Security and Health and Human Services, other federal/civilian agencies, and commercial and non-U.S. customers. The group’s technical support personnel and domain specialists help customers meet critical planning, staffing, technology and operational needs. The group designs, builds and operates large-scale, secure IT networks and systems for 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 also at the forefront of cloud and virtualization technologies and services. For example, the group is implementing the Department of Defense’s (DoD) largest enterprise-wide email infrastructure and a virtual desktop environment for the intelligence community. As a leading provider in the U.S. healthcare IT market, we support government civilian and military health systems, providing critical services in support of healthcare reform and medical benefits programs. Our offerings include data management, analytics, fraud prevention and detection software, process automation and program management solutions for public and commercial health systems. We are operating customer contact centers for the Centers for Medicare & Medicaid Services, responding to consumer inquiries about key Medicare and Affordable Care Act programs. Mobile communication systems and ISR solutions: We design, build, deploy and support solutions for customers in the U.S. defense, intelligence and homeland security communities, and U.S. allies. Our offerings include secure communications systems, command and control solutions, signals and information collection, processing and distribution systems; imagery sensors; and cyber security, information assurance, and encryption products, systems and services. We integrate and manufacture secure communications systems for customers in the DoD, the intelligence community, federal/civilian and public safety agencies, and for non-U.S. customers. These solutions, satellite which and mobile ground, include radio fixed and General Dynamics Annual Report 2014 5 The group is well-positioned to continue meeting the needs of our diverse customer base in an increasingly competitive market. We are improving the group’s performance and competitive position by optimizing the size of the business, harmonizing capabilities throughout the portfolio and developing innovative solutions to meet evolving customer in 2014 we announced the consolidation of two businesses in the group to form General Dynamics Mission Systems in an effort to be more efficient and responsive to our customers. The consolidation was effective in January 2015. requirements. Consistent with this focus, Revenues for the Information Systems and Technology group were 30 percent of our consolidated revenues in 2014 and 33 percent in 2013 and 2012. Revenues by major products and services were as follows: Year Ended December 31 2014 2013 2012 Mobile communication systems $ 2,771 $ 3,657 $ 3,425 IT solutions and mission support services ISR solutions Total Information Systems and Technology 4,549 1,839 4,734 1,877 4,545 2,047 $ 9,159 $ 10,268 $ 10,017 MARINE SYSTEMS Our Marine Systems group designs, builds and supports submarines and surface ships for the U.S. Navy and Jones Act ships for commercial customers. We are one of two primary shipbuilders for the Navy. The group’s diverse portfolio of platforms and capabilities includes: (cid:129) nuclear-powered submarines; (cid:129) surface combatants; (cid:129) auxiliary and combat-logistics ships; (cid:129) commercial product carriers and containerships; (cid:129) design and engineering support; and (cid:129) 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. Approximately 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. improve our communications systems and antenna technologies, customers’ ability to communicate, collaborate and access vital information. The group is delivering a modern, secure network to the U.S. Army, known as the Soldier’s Network, which provides tactical voice and data communications to soldiers anywhere on the battlefield. We are the prime contractor for Warfighter Information Network-Tactical (WIN-T), the Army’s backbone mobile communications network, and we are 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. We are developing and deploying the Mobile User Objective System (MUOS) communication waveform and ground system, which will help provide the satellite link to soldiers on the ground so they can access voice, video and data communications in the most remote locations. The Information Systems and Technology group 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 modernize and support the Canadian Army’s fully integrated, secure combat voice and data network. We leveraged this experience to deliver the U.K. MoD’s for which we currently Bowman tactical communication system, provide ongoing support and capability upgrades. In command-and-control systems, we have a 50-year legacy of providing advanced fire-control systems for U.S. Navy submarine programs and we are 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 we are the lead systems integrator for the Navy’s Independence-variant LCS and the electronic systems for the Navy’s Joint High Speed Vessel (JHSV). and Information Systems and Technology provides ISR solutions for classified programs. Our expertise includes multi-intelligence ground systems 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. high-performance large-scale, data and The group offers comprehensive cyber security-related products and services to help customers protect their networks from internal and external threats and prevent data breaches. For more than 45 years we have developed information assurance technologies that are integral to including a widely deployed Type 1 defending critical network encryptor. We also support the DoD’s Cyber Crime Center and the Department of Homeland Security’s National Cybersecurity Protection System. information, 6 General Dynamics Annual Report 2014 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 Navy is procuring Virginia-class submarines in multi-boat blocks. In 2014, we received a contract for the construction of 10 submarines in the fourth block of the program, bringing the number of boats under contract to 28. The group has delivered 11 of these boats in conjunction with an industry partner that shares in the construction. The remaining 17 boats under contract are scheduled for delivery through 2023. 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 seven DDG-51s scheduled for delivery through 2022. The group is one of the Navy’s contractors involved in development and construction of the DDG-1000 platform. These ships are equipped including a low radar with numerous technological enhancements, profile, an integrated power system and advanced gun systems that provide a three-fold increase in range over current naval surface gun weapons. Deliveries of the three ships in the program are scheduled through 2019. MLP ships serve as floating transfer stations, improving the Navy’s ability to deliver equipment and cargo to areas without adequate port access. The group has delivered the first two ships in the program, and construction is underway on two additional ships scheduled for delivery in 2015 and 2018. The third and fourth ships are configured as Afloat Forward Staging Bases (AFSB), designed to facilitate a variety of missions in support of mine countermeasures and special operations, providing significant new capabilities to the customer. In addition to these ship construction programs, we are advancing new technologies and naval platforms 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. 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 conjunction with these efforts, 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. We conduct surface-ship repair operations in four locations with full-service maintenance and repair shipyards on both U.S. Coasts. We also provide extensive submarine and convert repair decommissioned submarines to moored training platforms. In support of allied navies, we offer program management, planning, engineering and design support for submarine and surface-ship construction programs. locations of U.S. services variety in a Beyond its work for the Navy, Marine Systems is advancing commercial shipbuilding technology with the design and production of liquefied natural gas (LNG)-powered and LNG-conversion-ready ships for commercial customers that meet the Jones Act requirement for ships carrying cargo between U.S. ports to be built in U.S. shipyards. Currently, we have construction contracts for 10 ships scheduled for delivery through 2017. Construction is underway on five ships, with all 10 expected to be at various stages of construction by the end of 2015. We fleet and environmental anticipate that regulations that limits will continue to provide additional commercial shipbuilding opportunities. the age of impose more stringent emission control the Jones Act To further innovation, the group’s goals of operating efficiency, 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 24 percent of our consolidated revenues in 2014, 22 percent in 2013 and 21 percent in 2012. Revenues by major products and services were as follows: Year Ended December 31 2014 2013 2012 Nuclear-powered submarines $ 4,310 $ 3,697 $ 3,601 Surface combatants Auxiliary and commercial ships Repair and other services 1,084 640 1,278 1,139 499 1,377 1,152 746 1,093 Total Marine Systems $ 7,312 $ 6,712 $ 6,592 CUSTOMERS In 2014, 58 percent of our revenues were from the U.S. government, 17 percent were from U.S. commercial customers, 14 percent were from non-U.S. commercial customers and the remaining 11 percent were from non-U.S. defense customers. U.S. GOVERNMENT Our primary customer is the U.S. Department of Defense (DoD). We also contract with other U.S. government including the customers, 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: General Dynamics Annual Report 2014 7 Year Ended December 31 2014 2013 2012 DoD Non-DoD Foreign Military Sales (FMS)* $ 14,516 2,750 689 $ 15,441 2,790 1,032 $ 17,217 2,382 1,206 Total U.S. government Percent of total revenues $ 17,955 $ 19,263 $ 20,805 58% 62% 67% * In addition to our direct non-U.S. sales, we sell to non-U.S. 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 non-U.S. 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, incentive or award-based fee. These fees are determined by our ability to achieve targets set in the contract, such as cost, quality, time-and-materials contracts, the customer pays a fixed hourly rate for direct labor and generally reimburses us for the cost of materials. performance. Under schedule and In our U.S. government business, fixed-price contracts accounted for 53 percent in 2014, 54 percent in 2013 and 56 percent in 2012; cost-reimbursement contracts accounted for 43 percent in 2014, 42 percent in 2013 and 39 percent in 2012; and time-and-materials contracts accounted for 4 percent in 2014 and 2013 and 5 percent in 2012. of Each these contract presents advantages contracts generally and types disadvantages. Fixed-price contracts typically have higher fee levels as we assume more risk. These types of contracts offer additional profits when we complete the work for less than the contract amount. Cost- reimbursement risk. Accordingly, the negotiated fees are usually lower than fees earned on fixed-price contracts. 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 labor-hour costs vary significantly from the negotiated rates. actual Also, because these contracts can provide little or no fee for managing material costs, the content mix can impact profit margin rates. subject us lower to NON-U.S. Our direct revenues from non-U.S. government and commercial customers were $7.6 billion in 2014, $6.3 billion in 2013 and $6.4 billion in 2012. This represented approximately 25 percent of our consolidated revenues in 2014, 20 percent in 2013 and 21 percent in 2012. We conduct business with government customers around the world in Australia, Canada, Germany, Mexico, Spain, with operations Switzerland and the United Kingdom. Our non-U.S. defense subsidiaries are committed to maintaining long-term relationships with their respective governments and have established themselves as principal regional suppliers and employers. Our non-U.S. 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 is significantly in recent years. While the installed base of aircraft concentrated in North America, orders from non-U.S. customers represent a significant segment of our aircraft business with approximately 60 percent of total backlog on December 31, 2014. For a discussion of the risks associated with conducting business in locations outside the United States, 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 factors determine our ability to compete successfully in the Several defense and business-aviation markets. While customers’ evaluation criteria vary, the principal competitive elements include: (cid:129) the technical excellence, reliability, safety and cost competitiveness of our products and services; (cid:129) our ability to innovate and develop new products and technologies that improve mission performance and adapt to dynamic threats; (cid:129) successful program execution and on-time delivery of complex, integrated systems; (cid:129) our global footprint and accessibility to customers; (cid:129) the reputation and customer confidence derived from our past performance; and (cid:129) the successful management of customer relationships. U.S. COMMERCIAL Our U.S. commercial revenues were $5.3 billion in 2014, $5.4 billion in 2013 and $3.8 billion in 2012. This represented approximately 17 percent of our consolidated revenues in 2014, 18 percent in 2013 and 12 percent in 2012. 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 across a wide range of industries. DEFENSE MARKET COMPETITION The U.S. government contracts with numerous domestic and non-U.S. 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. Outside the U.S., we compete with global defense contractors’ exports and the offerings of private and state-owned defense manufacturers. Our 8 General Dynamics Annual Report 2014 Combat Systems group competes with a large number of domestic and non-U.S. businesses. Our Information Systems and Technology group competes with many companies, from large defense companies to small niche competitors with specialized technologies or expertise. Our Marine Systems group has one primary competitor with which it also partners on the Virginia-class submarine program. 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 a spectrum of capabilities to meet the customer’s requirements. Opportunities associated with these programs include roles as the program’s integrator, overseeing and coordinating the efforts of all participants on a team, or as a provider of a specific component or subsystem. BACKLOG 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 the business-jet aircraft services business primarily on the basis of price, quality and timeliness. In our 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 our completions business, the group competes with other OEMs, as well as several third-party providers. 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: December 31 Aerospace Combat Systems Information Systems and Technology Marine Systems Total backlog Funded 2014 Unfunded Total Funded 2013 Unfunded Total 2014 Total Backlog Not Expected to Be Completed in 2015 $ 13,115 $ 19,292 7,070 13,452 117 506 1,539 17,319 $ 13,232 $ 13,785 $ 158 $ 13,943 $ 6,931 19,798 8,609 30,771 5,451 7,253 11,795 1,113 1,267 5,063 6,564 8,520 16,858 15,060 2,229 24,518 $ 52,929 $ 19,481 $ 72,410 $ 38,284 $ 7,601 $ 45,885 $ 48,738 RESEARCH AND DEVELOPMENT INTELLECTUAL PROPERTY 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 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. We develop technology, manufacturing processes and systems- In addition to owning a large portfolio of integration practices. proprietary intellectual property, we license some intellectual property rights to and from 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. General Dynamics Annual Report 2014 9 EMPLOYEES On December 31, 2014, our subsidiaries had 99,500 employees, approximately one-fifth of whom work under collective agreements with various labor unions and worker representatives. Agreements covering approximately 2 percent of total employees are due to expire in 2015. Historically, we have negotiated successor 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 seasonal in nature. The receipt of contract awards, the availability of funding from the customer, the incurrence of contract costs and unit deliveries are all factors that influence the timing of our revenues. In the U.S., these factors are influenced by the federal government’s budget cycle based on its October-to-September fiscal year. Outside the U.S., work for many of our government customers is weighted toward the end of the calendar year. REGULATORY MATTERS to procurement U.S. GOVERNMENT CONTRACTS U.S. government contracts are subject 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: (cid:129) acquisition planning, (cid:129) competition requirements, 10 General Dynamics Annual Report 2014 (cid:129) contractor qualifications, (cid:129) protection of source selection and vendor information, and (cid:129) acquisition procedures. In addition, the FAR addresses the allowability of our costs, while the CAS address how those costs should 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. NON-U.S. REGULATORY Our non-U.S. revenues 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 Federal Aviation Administration (FAA) regulation in the U.S. 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. disposal, treatment, discharge, investigation to a variety of ENVIRONMENTAL local and foreign federal, state, We are subject laws and regulations. These laws and regulations cover environmental the and storage, 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 liabilities through available insurance mitigate these environmental 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 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 website (www.generaldynamics.com) as soon as practicable and through the General Dynamics investor relations office at (703) 876-3583. available made items our are on 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. 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 non-U.S. customers expose us to different financial and legal risks. Despite the varying nature of our U.S. and non-U.S. 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. Approximately 60 percent of our revenues are 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 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. federal 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 the an October-to-September fiscal year. Early each calendar year, 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 the upcoming fiscal year. Once these levels are enacted into law, 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 in recent 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. General Dynamics Annual Report 2014 11 in whole or in part, to terminate a contract, Our U.S. government contracts are subject to termination rights by the customer. U.S. government contracts generally permit the government 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. Numerous 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, material, earned value management and accounting systems. In some cases, audits may result in delayed payments or 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. In some cases, audits may result in disputes with the respective government agency that can result in negotiated settlements, arbitration or litigation. 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 the group’s anticipated revenues and replaced, profitability could be reduced materially 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 and events. The accounting for our contracts and programs requires assumptions and estimates about these conditions and events. These projections and estimates assess: 12 General Dynamics Annual Report 2014 (cid:129) the productivity and availability of labor, (cid:129) the complexity of the work to be performed, (cid:129) the cost and availability of materials and components, and (cid:129) schedule requirements. If there is a significant change in one or more of these circumstances, estimates or assumptions, 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 and applicable law. Misconduct by subcontractors, such as a failure to comply with procurement regulations or engaging in unauthorized activities, may harm our future revenues and earnings. We manage our supplier base carefully to avoid customer issues. 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 materially adversely affected if one or more of these suppliers is unable to provide the agreed-upon supplies, perform the agreed-upon services in a timely and cost-effective manner or engages in misconduct or other improper activities. Sales and operations outside the U.S. 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 non-U.S. business may be sensitive to changes in a foreign government’s budgets, leadership and national priorities. Non-U.S. transactions can involve increased financial and legal risks arising from foreign exchange-rate variability and differing legal systems. Our non- U.S. 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 in or a failure to comply with U.S. or administrative, civil or criminal including suspension or debarment from government contracts or suspension of our export privileges and could materially adversely affect revenues and earnings associated with our non-U.S. business. foreign laws could result liabilities, customers In addition, some non-U.S. government require contractors to enter into letters of credit, performance or surety bonds, bank guarantees and other similar financial arrangements. We may in-country purchases, also be required to agree to specific 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 could require us to establish joint ventures with local companies. If we do not satisfy these financial or offset future revenues and earnings may be materially adversely affected. requirements, our 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. Due to 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 were 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 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 including some that may not have been and acquired liabilities, identified prior to the acquisition. These factors could materially adversely affect our financial results. the time of 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 intangible assets acquired. Goodwill is not amortized and remains on our balance sheet indefinitely unless there is an impairment. Goodwill is subject 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 business groups or a decision to to an impairment dispose of a business group or a significant portion of a business group. 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 amount 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 materially adversely affect our results of operations and financial condition. through our customers, Our business could be negatively impacted by cyber security events and other disruptions. 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. In addition, we face cyber threats from entities that may seek to target us vendors and subcontractors. 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, including viruses and attacks by hackers. 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 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. 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. Examples include projections of revenues, earnings, operating margins, segment performance, cash flows, contract awards, aircraft production, deliveries and backlog. In making these statements we rely on assumptions and analyses based on our experience and perception of historical trends, current conditions and expected future developments as well as other factors we consider appropriate under the circumstances. We believe our estimates and judgments are reasonable the time. Forward-looking based on information available to us at General Dynamics Annual Report 2014 13 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. These factors may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES Lincoln, Nebraska; Roxboro, North Carolina; Lima and Springboro, Ohio; Eynon, Red Lion and Scranton, Pennsylvania; Edgefield and Ladson, South Carolina; Garland, Texas; Williston, Vermont; Marion, Virginia; Auburn, Washington; Vienna, Austria; Edmonton, London, La Gardeur, St. Augustin and Valleyfield, Canada; Kaiserslautern, Germany; Granada, Sevilla Trubia, Spain; Kreuzlingen, and Switzerland; Oakdale, United Kingdom. (cid:129) 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; Junction and Towson, Maryland; Lawrence, Kansas; Annapolis Needham, Pittsfield and Taunton, Massachusetts; Bloomington, Minnesota; Nashua, New Hampshire; Florham Park, New Jersey; Greensboro and Newton, North Carolina; 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. (cid:129) Marine Systems – San Diego, California; Groton and New London, Connecticut; Jacksonville, Florida; Bath and Brunswick, Maine; North Kingstown, Rhode Island; Norfolk, Virginia; Bremerton, Washington; Mexicali, Mexico. A summary of floor space by business group on December 31, 2014, 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. follows: (Square feet in millions) Aerospace Combat Systems On December 31, 2014, our business groups had primary Information Systems and Company- owned Facilities Leased Facilities Government- owned Facilities 5.9 7.2 2.5 8.0 6.1 3.8 9.2 2.2 23.6 21.3 – 5.3 0.9 – 6.2 Total 12.0 16.3 12.6 10.2 51.1 Technology Marine Systems Total ITEM 3. LEGAL PROCEEDINGS information relating to legal proceedings, see Note N to the For Consolidated Financial Statements in Item 8. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. operations at the following locations: (cid:129) 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. (cid:129) Combat Systems – Anniston, Alabama; East Camden and Hampton, Arkansas; Crawfordsville, St. Petersburg and Tallahassee, Florida; Marion, Illinois; Saco, Maine; Westminster, Maryland; Shelby Township and Sterling Heights, Michigan; Joplin, Missouri; 14 General Dynamics Annual Report 2014 EXECUTIVE OFFICERS OF THE COMPANY All of our executive officers are appointed annually. None of our executive officers was selected pursuant to any arrangement or understanding between the officer and any other person. The name, age, offices and positions of our executives held for at least the past five years as of February 9, 2015, were as follows: Name, Position and Office Jason W. Aiken – Senior Vice President and Chief Financial Officer since January 2014; Vice President of the company and Chief Financial Officer of Gulfstream Aerospace Corporation, September 2011 – December 2013; Vice President and Controller of the company, April 2010 – August 2011; Staff Vice President, Accounting of the company, July 2006 – March 2010 Age 42 John P. Casey – Executive Vice President, Marine Systems, since May 2012; Vice President of the company and President of Electric Boat Corporation, October 2003 – May 2012; Vice President of Electric Boat Corporation, October 1996 – October 2003 Larry R. Flynn – Vice President of the company and President of Gulfstream Aerospace Corporation since September 2011; Vice President of the company and Senior Vice President, Marketing and Sales of Gulfstream Aerospace Corporation, July 2008 – September 2011; President, Product Support of Gulfstream Aerospace Corporation, May 2002 – June 2008 Gregory S. Gallopoulos – Senior Vice President, General Counsel and Secretary of the company since January 2010; Vice President and Deputy General Counsel of the company, July 2008 – January 2010; Managing Partner of Jenner & Block LLP, January 2005 – June 2008 Jeffrey S. Geiger – Vice President of the company and President of Electric Boat Corporation since November 2013; Vice President of the company and President of Bath Iron Works Corporation, April 2009 – November 2013; Senior Vice President, Operations and Engineering of Bath Iron Works, March 2008 – March 2009 Robert W. Helm – Senior Vice President, Planning and Development of the company since May 2010; Vice President, Government Relations of Northrop Grumman Corporation, August 1989 – April 2010 S. Daniel Johnson – Executive Vice President, Information Systems and Technology, and President of General Dynamics Information Technology since January 2015; Vice President of the company and President of General Dynamics Information Technology, April 2008 – December 2014; Executive Vice President of General Dynamics Information Technology, July 2006 – March 2008 Kimberly A. Kuryea – Vice President and Controller of the company since September 2011; Chief Financial Officer of General Dynamics Advanced Information Systems, November 2007 – August 2011; Staff Vice President, Internal Audit of the company, March 2004 – October 2007 Joseph T. Lombardo – Executive Vice President, Aerospace, since April 2007; President of Gulfstream Aerospace Corporation, April 2007 – September 2011; Vice President of the company and Chief Operating Officer of Gulfstream Aerospace Corporation, May 2002 – April 2007 Christopher Marzilli – Vice President of the company and President of General Dynamics Mission Systems since January 2015; Vice President of the company and President of General Dynamics C4 Systems, January 2006 – December 2014; Senior Vice President and Deputy General Manager of General Dynamics C4 Systems, November 2003 – January 2006 Phebe N. Novakovic – Chairman and Chief Executive Officer of the company since January 2013; President and Chief Operating Officer of the company, May 2012 – December 2012; Executive Vice President, Marine Systems, May 2010 – May 2012; Senior Vice President, Planning and Development of the company, July 2005 – May 2010; Vice President, Strategic Planning of the company, October 2002 – July 2005 Walter M. Oliver – Senior Vice President, Human Resources and Administration of the company since March 2002; Vice President, Human Resources and Administration of the company, January 2001 – March 2002 Mark C. Roualet – Executive Vice President, Combat Systems, since March 2013; Vice President of the company and President of General Dynamics Land Systems, October 2008 – March 2013; Senior Vice President and Chief Operating Officer of General Dynamics Land Systems, July 2007 – October 2008 Gary L. Whited – Vice President of the company and President of General Dynamics Land Systems since March 2013; Senior Vice President of General Dynamics Land Systems, September 2011 – March 2013; Vice President and Chief Financial Officer of General Dynamics Land Systems, June 2006 – September 2011 60 62 55 53 63 67 47 67 55 57 69 56 54 General Dynamics Annual Report 2014 15 For additional information relating to our repurchases of common stock during the past three years, 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. Cumulative Total Return Based on Investments of $100 Beginning December 31, 2009 (Assumes Reinvestment of Dividends) $ 260 240 220 200 180 160 140 120 100 80 2009 2010 2011 2012 2013 2014 General Dynamics S&P Aerospace & Defense S&P 500 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 2013 and 2014 are included in the Supplementary Data contained in Item 8. On February 1, 2015, there were approximately 13,000 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 2014. The following table provides information about our fourth-quarter to repurchases of equity securities that are registered pursuant Section 12 of the Securities Exchange Act of 1934, as amended: Total Number of Shares Purchased as Part of Publicly Announced Program* Maximum Number of Shares That May Yet Be Purchased Under the Program* Total Number of Shares Purchased Average Price Paid per Share Period Pursuant to Share Buyback Program 9/28/14-10/26/14 216,000 $ 127.60 216,000 2,394,152 10/27/14-11/23/14 11/24/14-12/31/14 – – $ $ – – – – 2,394,152 2,394,152 Total 216,000 $ 127.60 * On February 5, 2014, the board of directors authorized management to repurchase 20 million shares of common stock. 16 General Dynamics Annual Report 2014 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) 2014 2013 2012 2011 2010 Summary of Operations Revenues Operating earnings Operating margins Interest, net Provision for income tax, net Earnings (loss) from continuing operations Return on sales (a) Discontinued operations, net of tax Net earnings (loss) Diluted earnings (loss) per share: Continuing operations (b) Net earnings (loss) (b) Cash Flows Net cash provided by operating activities Net cash used by investing activities Net cash used by financing activities Net cash provided (used) by discontinued operations Cash dividends declared per common share Financial Position Cash and equivalents Total assets Short- and long-term debt Shareholders’ equity Debt-to-equity (c) Book value per share (d) Other Information Free cash flow from operations (e) Return on invested capital (f) Funded backlog Total backlog Shares outstanding Weighted average shares outstanding: Basic Diluted Employees $ 30,852 $ 30,930 $ 30,992 $ 32,122 $ 31,964 3,889 12.6% (86) 1,129 2,673 8.7% (140) 2,533 7.83 7.42 3,689 11.9% (86) 1,125 2,486 8.0% (129) 2,357 7.03 6.67 765 2.5% (156) 854 (381) (1.2)% 49 (332) (1.08) (0.94) 3,747 11.7% (141) 1,139 2,500 7.8% 26 2,526 6.80 6.87 3,860 12.1% (157) 1,139 2,567 8.0% 57 2,624 6.66 6.81 $ 3,728 $ 3,111 $ 2,606 $ 3,150 $ 2,946 (1,102) (3,575) 36 2.48 (363) (725) (18) 2.24 (642) (1,382) 65 2.04 (1,961) (1,201) 48 1.88 (389) (2,223) 16 1.68 $ 4,388 $ 5,301 $ 3,296 $ 2,649 $ 2,613 35,355 3,911 11,829 33.1% 35.61 $ 3,207 15.1% 52,929 72,410 332.2 335.2 341.3 99,500 35,494 3,909 14,501 27.0% 41.03 $ 2,675 14.1% 38,284 45,885 353.4 350.7 353.5 96,000 34,309 3,909 11,390 34.3% 32.20 $ 2,170 8.4% 44,376 51,132 353.7 353.3 353.3 92,200 34,963 3,930 13,232 29.7% 37.12 $ 2,705 14.7% 44,420 57,131 356.4 364.1 367.5 95,100 32,617 3,202 13,316 24.0% 35.79 $ 2,595 15.8% 43,177 59,359 372.1 381.2 385.2 90,000 Note: Prior period information has been restated to reflect our axle business in discontinued operations. (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) 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. (f) See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the calculation of return on invested capital. General Dynamics Annual Report 2014 17 (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. The following discussion should be read in conjunction with our Consolidated Financial Statements included in Item 8. The 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 Consolidated Financial Statements). in the contract defaults. We expect our continued investment development of new aircraft products and technologies to support the Aerospace group’s long-term growth. Similarly, we believe the aircraft services business will continue to be a strong source of revenues as the global business-jet fleet grows. In navigating the current business environment, we continue to focus on improving operating earnings, expanding margins and the efficient conversion of earnings into cash through our emphasis on effective program execution and cost-reduction activities across the business. RESULTS OF OPERATIONS BUSINESS ENVIRONMENT INTRODUCTION Approximately 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 shortfalls. Following required reductions mandated by the Budget Control Act of 2011 (BCA) and its related sequester mechanism, the Bipartisan Budget Act of 2013 (BBA) prescribed defense top-line funding for FY 2014 and 2015 at levels generally consistent with FY 2013. 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 2015 for the Department of Defense (DoD), including approximately $158 billion for procurement and research and development (R&D) budgets, also known as investment accounts, relatively consistent with FY 2014. 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 influenced 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 non-U.S. operations and through exports from our North American businesses. While the revenue potential can be significant, these opportunities are subject to changing budget priorities and overall spending pressures unique to each country. In our Aerospace group, business-jet market conditions were strong in 2014. The group benefited from strong order interest for new aircraft across the group’s range of customers and lower customer 18 General Dynamics Annual Report 2014 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. the manufacture of In the Aerospace group, contracts for new aircraft have two major phases: 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. firm orders and consists of The majority of the Aerospace group’s operating costs relates to new aircraft production for 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 the amount of operating costs impact 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. the level of operating costs, Our revenues were virtually flat in 2014 compared with 2013. Decreased U.S. Army spending continued to affect somewhat our Information Systems and Technology and Combat Systems groups. This was essentially offset by higher Aerospace and Marine Systems revenues due to increased aircraft deliveries and higher ship construction activity, respectively. Operating costs and expenses decreased more than revenues in 2014, resulting in increased operating earnings and margins. The decrease in operating costs and expenses in 2014 was due to improved performance in aircraft manufacturing and outfitting activities in the Aerospace group and significant cost reductions in the Information Systems and Technology group. The resulting consolidated operating margins of 12.6 percent were up 70 basis points over 2013, reflecting strong operating performance across all of our groups. REVIEW OF 2013 VS. 2012 Year Ended December 31 2013 2012 Variance Revenues $ 30,930 $ 30,992 $ (62) (0.2)% Operating costs and expenses Operating earnings Operating margins 27,241 3,689 11.9% 30,227 765 2.5% 2,986 2,924 9.9% 382.2% While our revenues were essentially flat in 2013 compared with 2012, operating earnings and margins increased significantly in 2013. We experienced lower volume in our Combat Systems business as a result of decreased U.S. Army spending. 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 significantly lower in 2013 due to several discrete charges taken in 2012, recorded in the Information Systems and Technology group. These charges are discussed in conjunction with our business groups’ operating results. Even absent the charges taken in 2012, operating costs were down in 2013, the effect of cost-reduction efforts and cost savings associated with restructuring activities. including a $2 billion goodwill impairment 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, variations in revenues are discussed generally in terms of volume, typically measured by the level of activity on individual variances attributed to volume are due to changes in production or service levels and delivery schedules. contracts or programs. Year-over-year 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 REVIEW OF 2014 VS. 2013 Year Ended December 31 2014 2013 Variance Revenues Operating costs and expenses Operating earnings Operating margins $ 30,852 26,963 3,889 12.6% $ 30,930 27,241 3,689 11.9% $ (78) 278 200 (0.3)% 1.0% 5.4% General Dynamics Annual Report 2014 19 REVIEW OF BUSINESS GROUPS Year Ended December 31 2014 2013 2012 Aerospace Combat Systems Information Systems and Technology Marine Systems Corporate Revenues Operating Earnings Revenues Operating Earnings Revenues Operating Earnings $ 8,649 $ 1,611 $ 8,118 $ 1,416 $ 6,912 5,732 9,159 7,312 – 862 785 703 (72) 5,832 10,268 6,712 – 908 795 666 (96) 7,471 10,017 6,592 – $ 858 595 (1,369) 750 (69) $ 30,852 $ 3,889 $ 30,930 $ 3,689 $ 30,992 $ 765 Following is a discussion of the operating results and outlook for each of our business groups. For the Aerospace group, results are analyzed by 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. Additional information regarding our business groups can be found in Note Q to the Consolidated Financial Statements in Item 8. The increase in the group’s operating earnings in 2014 consisted of the following: Aircraft manufacturing, outfitting and completions Aircraft services Pre-owned aircraft G&A/other expenses Total increase $ 279 15 5 (104) $ 195 AEROSPACE Review of 2014 vs. 2013 Year Ended December 31 2014 2013 Variance Revenues Operating earnings Operating margins $ 8,649 1,611 18.6% $ 8,118 1,416 17.4% $ 531 195 6.5% 13.8% Gulfstream aircraft deliveries (in units): Green Outfitted 144 150 139 144 5 6 3.6% 4.2% The increase in the Aerospace group’s revenues in 2014 consisted of the following: Aircraft manufacturing, outfitting and completions Aircraft services Pre-owned aircraft Total increase $ 605 69 (143) $ 531 and completions Aircraft manufacturing, revenues outfitting increased in 2014 primarily due to additional deliveries of large-cabin aircraft. Aircraft services activity was higher in 2014 due to growth in the number of aircraft in service and the resulting increased demand for maintenance work. We experienced reduced aircraft trade-in activity in 2014 leading to lower pre-owned aircraft sales. We had three pre-owned aircraft sales in 2014 compared to 11 in 2013. 20 General Dynamics Annual Report 2014 Aircraft manufacturing, outfitting and completions earnings grew in 2014 due to the increase in aircraft deliveries, as well as improved operating performance on our large- and mid-cabin aircraft production. Partially offsetting this increase was higher net R&D expenses associated with ongoing product-development efforts. As a result, the Aerospace group’s operating margins increased 120 basis points in 2014. Review of 2013 vs. 2012 Year Ended December 31 2013 2012 Variance Revenues Operating earnings Operating margins $ 8,118 1,416 17.4% $ 6,912 858 12.4% $ 1,206 558 17.4% 65.0% Gulfstream aircraft deliveries (in units): Green Outfitted 139 144 121 94 18 50 14.9% 53.2% The Aerospace group’s revenues and earnings increased in 2013 primarily due to additional deliveries of G650 and G280 aircraft. Operating earnings also increased in 2013 due to a $191 impairment of Jet Aviation’s maintenance business intangible asset in 2012 as the business experienced an increasingly competitive marketplace. 2015 Outlook We expect an increase of approximately 8 percent in the group’s 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. COMBAT SYSTEMS Review of 2014 vs. 2013 Year Ended December 31 2014 2013 Variance Revenues $ 5,732 $ 5,832 $ (100) Operating earnings Operating margins 862 15.0% 908 15.6% (46) (1.7)% (5.1)% The change in the Combat Systems group’s revenues in 2014 consisted of the following: U.S. military vehicles Weapons systems and munitions International military vehicles Total decrease $ (663) (61) 624 $ (100) U.S. military vehicle revenues were down in 2014 consistent with our expectations as a result of a decrease in U.S. Army spending as the Iraqi and Afghan conflicts wound down. This impacted our primary U.S. vehicle programs, including Stryker, Abrams, Buffalo and Mine Resistant, Ambush Protected (MRAP) vehicles. Revenues also decreased on the completed Ground Combat Vehicle (GCV) design and development program. Weapons systems and munitions volume decreased in 2014 primarily due to lower tank ammunition production for non-U.S. customers. Revenues for international military vehicles were up significantly in 2014 as work commenced on a $10 billion international order received in the first quarter. Work on this order was somewhat offset by lower revenues on several other international contracts that are nearing completion. The Combat Systems group’s operating margins decreased 60 basis points in 2014 primarily due to a mix shift from more mature programs nearing completion to the start up of new programs. Somewhat offsetting this shift in contract mix, operating margins were up in our European and weapons systems businesses as a result of reduced overhead costs following restructuring activities completed in 2013 and early 2014. Review of 2013 vs. 2012 Year Ended December 31 2013 2012 Variance Revenues $ 5,832 $ 7,471 $ (1,639) Operating earnings Operating margins 908 15.6% 595 8.0% 313 (21.9)% 52.6% In 2013, revenues were down across the Combat Systems group. in part due to sequestration and a Decreased U.S. Army spending, government vehicle programs, including Stryker, Abrams and MRAP, and weapons systems and munitions programs. impacted U.S. military shutdown, The Combat Systems group’s operating earnings and margins increased significantly in 2013 despite the reduced revenues due to the negative impact of three discrete charges in 2012 in our European Land Systems business: (cid:129) $292 for contract dispute accruals, primarily termination of a contract ($169 of this amount was recorded as a reduction of revenues); related to the to provide Pandur vehicles for Portugal (cid:129) $98 of restructuring-related charges, primarily severance, for activities associated with eliminating excess capacity; and (cid:129) $67 of out-of-period adjustments recorded in the first quarter of 2012 ($48 of this amount was recorded as a reduction of revenues). the charges reduced These group’s 2012 operating margins approximately 570 basis points. Operating earnings and margins increased in 2013 due to strong operating performance across our U.S. businesses and the favorable impact of cost savings associated with restructuring activities in our European military vehicles business. 2015 Outlook We expect the Combat Systems group’s revenues and margins in 2015 to be consistent with 2014 as growth on our international military vehicle contracts offsets some scheduled reductions in spending on a few U.S. military production programs. INFORMATION SYSTEMS AND TECHNOLOGY Review of 2014 vs. 2013 Year Ended December 31 2014 2013 Variance Revenues $ 9,159 $ 10,268 $ (1,109) (10.8)% Operating earnings Operating margins 785 8.6% 795 7.7% (10) (1.3)% General Dynamics Annual Report 2014 21 The Information Systems and Technology group’s revenues in 2014 were lower than 2013, though higher than our initial expectations. The decrease from the prior year consisted of the following: The Information Systems and Technology group’s operating earnings and margins increased in 2013 driven by the negative impact of four discrete charges in 2012: Mobile communication systems Information technology (IT) solutions and mission support services Intelligence, surveillance and reconnaissance (ISR) solutions Total decrease $ (886) (185) (38) $ (1,109) Revenues decreased nearly 25 percent in the mobile communication systems business in 2014 primarily as a result of lower U.S. Army spending on certain programs, including the Handheld, Manpack and Small Form Fit (HMS) radio, Warfighter Information Network-Tactical (WIN-T) and Common Hardware Systems-4 (CHS-4) programs. Revenues decreased in 2014 in our IT services business due to lower volume on several programs, including our commercial wireless work. This decrease was partially offset by increased contact-center services work under our contract with the Centers for Medicare & Medicaid Services. Revenues were essentially flat in our ISR business. the group’s operating margins Despite the revenue decline, increased 90 basis points in 2014, the result of solid operating performance and ongoing cost-reduction efforts across all our lines of business. As part of these efforts, we consolidated two businesses in the group effective in January of 2015 in an effort to be more efficient and responsive to our customers. Review of 2013 vs. 2012 (cid:129) $2 billion goodwill impairment resulting 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; (cid:129) $110 of intangible asset impairments on several assets in our optical products business as a result of competitive losses and delays indicative of lower overall demand caused by the economic downturn; the remaining ruggedized hardware inventory based on anticipated remaining demand for products that ceased production in 2012; and (cid:129) $58 write-down of substantially all of (cid:129) $26 for cost growth associated with the demonstration phase of the U.K. Specialist Vehicle (SV) program. 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. Management of the U.K. business was consolidated into our North American mobile communication systems business in 2013. 2015 Outlook We expect 2015 revenues in the Information Systems and Technology group to decrease approximately 5.5 percent from 2014 as some of 2014’s anticipated revenue reduction flows into 2015. Operating margins are expected to improve again to slightly more than 9 percent. Year Ended December 31 2013 2012 Variance Revenues $ 10,268 $ 10,017 $ 251 2.5% Operating earnings (loss) Operating margins 795 7.7% (1,369) 2,164 (158.1)% (13.7)% MARINE SYSTEMS Review of 2014 vs. 2013 The Information Systems and Technology group’s revenues increased in 2013 compared with 2012 as higher volume in the mobile communication systems and IT services businesses was partially offset by decreased revenues in the ISR business. Revenues increased in 2013 in the mobile communication systems business due to higher volume on programs that received production awards in late 2012 or 2013, including WIN-T, HMS and CHS-4. In the IT services business, revenues were up as we worked to meet commercial wireless customers’ accelerated schedules and commenced work on the contact-center services contract discussed above. 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. 22 General Dynamics Annual Report 2014 Year Ended December 31 2014 2013 Variance Revenues Operating earnings Operating margins $ 7,312 $ 6,712 703 9.6% 666 9.9% $ 600 37 8.9% 5.6% The increase in the Marine Systems group’s revenues in 2014 consisted of the following: Navy ship construction Navy ship engineering, repair and other services Commercial ship construction Total increase $ 444 (121) 277 $ 600 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 increase in Navy ship construction revenues in 2014 is primarily due to higher volume on the Virginia-class program, including long-lead materials for the Block IV contract, which was awarded in the second quarter of 2014. This increase was partially offset by lower volume on the MLP program, as two of the four ships under contract have been delivered. Revenues for Navy engineering, repair and other services decreased in 2014 primarily due to lower spending by the Navy on submarine-related overhaul and repair services. Commercial ship construction revenues increased in 2014 as work ramped up on the group’s construction of Jones Act ships. All 10 commercial ships under contract are expected to be at various stages of construction by the end of 2015. Operating margins decreased 30 basis points in 2014 primarily due to a shift in contract mix as work on the Block IV Virginia-class and Jones Act commercial ship contracts ramped up, volume decreased on mature the Virginia-class contracts, program, and construction progressed on the first of the three DDG-1000 ships and two of the DDG-51 ships in the Navy’s restart of the program. including MLP and Blocks II and III of Review of 2013 vs. 2012 2015 Outlook We expect the Marine Systems group’s 2015 revenues to increase 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. CORPORATE Corporate results consist primarily of compensation expense for stock options. Corporate operating costs totaled $72 in 2014, $96 in 2013 and $69 in 2012. We expect Corporate operating costs in 2015 of approximately $65 to $70. OTHER INFORMATION PRODUCT AND SERVICE REVENUES AND OPERATING COSTS Review of 2014 vs. 2013 Year Ended December 31 2014 2013 Variance Revenues: Products Services $ 19,564 11,288 $ 19,100 11,830 $ 464 (542) 2.4% (4.6)% Year Ended December 31 2013 2012 Variance Revenues $ 6,712 $ 6,592 $ 120 1.8% Operating earnings Operating margins 666 9.9% 750 11.4% (84) (11.2)% Operating Costs: Products Services $ 15,335 9,644 $ 15,065 10,137 $ 270 (493) 1.8% (4.9)% The Marine Systems group’s revenues increased in 2013 compared with 2012 as lower ship construction revenues were offset by higher revenues from engineering and repair programs for the Navy and commercial ship construction. The decrease in 2013 construction revenues was due to the completion of the T-AKE combat-logistics ship program in late 2012. However, this decrease was partially offset by higher revenues on the Virginia-class program, primarily due to long- lead materials for the Block IV contract. Revenues were higher on Navy engineering and repair programs 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. The increase in product revenues in 2014 consisted of the following: Ship construction Aircraft manufacturing and outfitting Mobile communication products Pre-owned aircraft Other, net Total increase $ 626 619 (536) (143) (102) $ 464 Aircraft manufacturing and outfitting revenues increased in 2014 due to additional deliveries of large-cabin aircraft. Ship construction revenues increased due to higher volume on the Virginia-class submarine program and commercial Jones Act ships. Offsetting these increases, lower U.S. Army from mobile communication products. Pre-owned aircraft sales were down as there were fewer aircraft trade-ins and resulting sales in 2014. negatively impacted spending revenues General Dynamics Annual Report 2014 23 Despite the 2.4 percent increase in product revenues, product operating costs rose only 1.8 percent compared with 2013 due to strong operating performance. The majority of the change in product operating costs was due to volume, although costs in 2014 were affected by other changes, including higher net R&D expenses in the Aerospace group associated with ongoing product-development efforts. No other changes were individually significant. Primary changes due to volume: Ship construction Aircraft manufacturing and outfitting Mobile communication products Pre-owned aircraft Other changes, net Total increase $ 514 357 (504) (148) 219 51 $ 270 The decrease in service revenues in 2014 consisted of the following: Military vehicle services Mobile communication support services IT services Other, net Total decrease $ (194) (191) (155) (2) $ (542) Military vehicle and mobile communication support services revenues were lower due to decreased U.S. Army spending, while IT services revenues decreased due to reduced commercial wireless work. Service operating costs were lower in 2014 compared with 2013. As shown below, the decrease in service operating costs was due to lower volume. No other changes were individually significant. $ (144) (200) (102) (446) (47) Primary changes due to volume: Military vehicle services Mobile communication support services IT services Other changes, net Total decrease 24 General Dynamics Annual Report 2014 Review of 2013 vs. 2012 Year Ended December 31 2013 2012 Variance Revenues: Products Services Operating Costs: Products Services $ 19,100 $ 19,264 $ (164) (0.9)% 11,830 11,728 102 0.9% $ 15,065 $ 15,830 $ (765) 10,137 10,182 (45) (4.8)% (0.4)% The decrease in product revenues in 2013 consisted of the following: Military vehicle production Aircraft manufacturing and outfitting Other, net Total decrease $(1,218) 1,123 (69) $ (164) In 2013, military vehicle production revenues decreased on several programs, including the Stryker, Abrams and MRAP programs. Offsetting these decreases, aircraft manufacturing and outfitting revenues increased due to additional deliveries of the G650 and G280 aircraft. Product operating costs were lower in 2013 compared with 2012. Discrete charges totaling $289 in 2012 in the Combat Systems and Information Systems and Technology business groups included $110 of intangible asset impairments on several assets in our optical products business, $89 related to the termination of a 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. 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 Aircraft manufacturing and outfitting 2012 discrete charges Other changes, net Total decrease $ (1,180) 864 (316) (289) (160) $ (765) The increase in service revenues in 2013 consisted of the following: $ (493) Ship engineering and repair Other, net Total increase $ 178 (76) $ 102 Ship engineering and repair revenues increased in 2013 due to submarine overhaul and repair work. Service operating costs were lower in 2013 compared with 2012. While ship engineering and repair cost volume increased, this was offset by the intangible asset impairment in 2012 in Jet Aviation’s maintenance business. No other changes were individually significant. Ship engineering and repair volume 2012 intangible asset impairment Other changes, net Total decrease $ 163 (191) (17) $ (45) GOODWILL IMPAIRMENT In 2012, we recorded a $2 billion goodwill in the Information Systems and Technology group discussed in conjunction with the business group’s operating results. impairment G&A EXPENSES As a percentage of revenues, G&A expenses were 6.4 percent in 2014, 6.6 percent in 2013 and 7.2 percent in 2012. We expect G&A expenses in 2015 to be generally consistent with 2014. INTEREST, NET Net interest expense was $86 in 2014 and 2013 and $156 in 2012. The decrease in interest expense in 2013 results from our debt refinancing completed in December 2012. See Note J to the Consolidated Financial Statements in Item 8 for additional information regarding our debt obligations. We expect full-year 2015 net interest expense to be $82. OTHER, NET In 2012, other expenses included a $123 loss on the redemption of debt associated with the refinancing discussed above. PROVISION FOR INCOME TAX, NET Our effective tax rate was 29.7 percent in 2014, 31.2 percent in 2013 and 180.5 percent in 2012. The decrease in the effective tax rate in 2014 was primarily due to increased income from international operations and utilization of foreign tax credits. The atypically high tax rate in 2012 was driven by the largely non-deductible goodwill impairment recorded in the Information Systems and Technology group and, the establishment of valuation allowances related to deferred tax assets in our non-U.S. operations. For further discussion and a reconciliation of our effective tax rate from the rate, see Note E to the Consolidated Financial statutory federal Statements in Item 8. We anticipate the full-year effective tax rate to be approximately 30.5 percent in 2015. to a lesser extent, DISCONTINUED OPERATIONS, NET OF TAX In 2014, we entered into an agreement to sell our axle business in the Combat Systems group and recognized a $146 loss, net of tax (the sale was completed in January 2015). In 2013, we recognized a $129 loss, net of tax, from the settlement of our litigation with the U.S. Navy related to the terminated A-12 contract in the company’s discontinued tactical military aircraft business. See Note A to the Consolidated Financial Statements in Item 8 for further discussion of these transactions. BACKLOG AND ESTIMATED POTENTIAL CONTRACT VALUE $100,000 75,000 50,000 25,000 0 Estimated Potential Contract Value Unfunded Funded 2012 2013 2014 Our total backlog, including funded and unfunded portions, was $72.4 billion at the end of 2014, nearly 60 percent higher than the prior-year amount of $45.9 billion. On December 31, 2014, our estimated potential contract value was $26.7 billion compared to $27.6 billion at the end of 2013. Our total estimated contract value, which combines total backlog value, was $99.1 billion on with estimated potential December 31, 2014, our highest year-end balance ever. contract Estimated potential contract value includes work awarded on indefinite quantity (IDIQ) contracts or unfunded indefinite delivery, unexercised options associated with existing firm contracts. 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. We recognize options in backlog when the customer exercises the option and establishes a firm order. General Dynamics Annual Report 2014 25 AEROSPACE DEFENSE GROUPS $20,000 15,000 10,000 5,000 0 Estimated Potential Contract Value Unfunded Funded 2012 2013 2014 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 ended 2014 with backlog of $13.2 billion, compared with $13.9 billion at year-end 2013. Orders were up more than 15 percent compared to 2013 and included strong demand across our product portfolio. Our backlog included orders for an all-new family of business jets introduced in 2014, the G500 and G600 aircraft, designed to optimize speed, cabin comfort, efficiency and industry-leading safety technologies. The into service in 2018 and 2019, aircraft are expected to enter respectively, following type certification from the U.S. Federal Aviation Administration and European Aviation Safety Agency. Despite strong orders in 2014, the group’s backlog has declined in the recent years as G650 production has ramped up to fulfill substantial orders we received upon introduction of in 2008. We have approximately three years of backlog for the G650. We expect backlog to continue to 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. the aircraft Estimated potential contract value in the Aerospace group primarily represents options to purchase new aircraft and long-term agreements with fleet customers. Estimated potential contract value of $2.7 billion on December 31, 2014, increased more than 60 percent from $1.7 billion at year-end 2013. The increase is largely due to new multi- aircraft agreements in 2014 that include options for several Gulfstream aircraft models. Demand for Gulfstream aircraft remains strong across customer types and geographic regions, generating orders from public and private companies, individuals and governments around the world. Geographically, non-U.S. customers represented approximately 60 percent of the group’s backlog on December 31, 2014. 26 General Dynamics Annual Report 2014 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 non- U.S. customers that are similarly approved and funded by their governments. We have included in total backlog firm contracts at the amounts we believe are likely to receive funding but there is no guarantee that future budgets and appropriations will provide funding for a given program. Total backlog in our defense groups was $59.2 billion on December 31, 2014, up more than 85 percent from $31.9 billion at the end of 2013 due to major awards received in 2014 in our Combat Systems and Marine Systems groups detailed below. Estimated potential contract value was $23.9 billion on December 31, 2014, compared to $25.9 billion at year-end 2013. COMBAT SYSTEMS $30,000 20,000 10,000 0 Estimated Potential Contract Value Unfunded Funded 2012 2013 2014 Combat Systems’ total backlog was $19.8 billion at the end of 2014, tripling the year-end 2013 backlog of $6.6 billion. Growth in the group’s backlog was primarily due to two major contract awards received in 2014, a $5.9 billion award from the U.K. Ministry of Defence to deliver Specialist Vehicle (SV) platforms to the British Army between 2017 and 2024, and a $10 billion award to provide wheeled armored vehicles, training and support services to an international customer through 2028. The wheeled vehicle contract also provides for an additional potential $3 billion of vehicles and services. The Combat Systems group has several other significant non-U.S. military vehicle production contracts in backlog, including: (cid:129) $515 for light armored vehicles (LAVs) for various international customers, including $230 for the upgrade and modernization of LAV III combat vehicles for the Canadian Army; (cid:129) $130 for Pizarro Advanced Infantry Fighting Vehicles scheduled for delivery to the Spanish Army through 2018; and (cid:129) $110 for the production of Eagle vehicles for Germany and Duro (cid:129) $210 for the U.K.’s Bowman tactical communication system for long- vehicles for Switzerland. term support and capability upgrades; The Army’s Stryker wheeled combat vehicle program represented $780 of the group’s backlog on December 31, 2014, with vehicles scheduled for delivery through 2016. The group received $460 of Stryker orders in 2014, including awards for double-V-hulled vehicles, contractor logistics support and engineering services. The group’s backlog on December 31, 2014, included $540 for M1 Abrams main battle tank modernization and upgrade programs for the Army and U.S. the allies around the world, Kingdom of Saudi Arabia. including $105 for M1A2 tanks for The Combat Systems group’s backlog on December 31, 2014, also included $2.2 billion for multiple weapons systems and munitions programs. Combat Systems’ estimated potential contract value was $5.5 billion on December 31, 2014, up more than 50 percent since year-end 2013 primarily due to the international wheeled vehicle contract discussed previously. INFORMATION SYSTEMS AND TECHNOLOGY $40,000 30,000 20,000 10,000 0 Estimated Potential Contract Value Unfunded Funded 2012 2013 2014 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 programs and task order awards. The group’s total backlog was $8.6 billion at the end of 2014, up slightly from $8.5 billion at year-end 2013. This amount does not include $16.1 billion of estimated potential contract value associated with its anticipated share of IDIQ contracts and unexercised options. In 2014, funding under IDIQ contracts and options contributed nearly $4 billion to the group’s orders. The group received a number of significant contract awards in 2014, including the following: (cid:129) $645 to extend the period of performance for support on the Canadian Maritime Helicopter Project (MHP); (cid:129) $335 from the Army for ruggedized computing equipment under the CHS-4 program. $655 of estimated potential contract value remains under this IDIQ contract; (cid:129) $165 from Austal USA for combat and seaframe control systems for two Littoral Combat Ships for the U.S. Navy, bringing the value in backlog to $350. Options to provide these naval control systems for two additional ships will be reported in backlog when they are exercised; and (cid:129) $180 from the U.S. Department of State to provide supply chain management services. Backlog at year-end 2014 also included the following key programs: (cid:129) $495 for contact-center services for the Centers for Medicare & Medicaid Services, including the 1-800-MEDICARE program; (cid:129) $390 of support and modernization work for the intelligence the DoD and the Department of Homeland Security, community, including the St. Elizabeths campus, New Campus East and NETCENTS infrastructure programs; and (cid:129) $305 for the WIN-T mobile communications network program. The group has an additional $380 of estimated potential contract value associated with this program awarded as an IDIQ contract. MARINE SYSTEMS $40,000 30,000 20,000 10,000 0 Estimated Potential Contract Value Unfunded Funded 2012 2013 2014 The Marine Systems group’s backlog consists of long-term submarine and ship construction programs, as well as numerous engineering and repair contracts. Backlog increased more than 80 percent from $16.9 billion at the end of 2013 to $30.8 billion on December 31, 2014. The Virginia-class submarine program was the company’s largest program in 2014 and the largest contract in the company’s backlog. In 2014, we received a contract for the construction of 10 submarines in Block IV of the program. The group’s backlog at year end included $21 billion for 17 Virginia-class submarines scheduled for delivery through 2023. General Dynamics Annual Report 2014 27 Navy destroyer programs represented $4.6 billion of the group’s backlog at year-end 2014. We currently have construction contracts for seven DDG-51 destroyers, including one awarded in 2014, scheduled for delivery through 2022. Backlog at year end also included three ships under the DDG-1000 program scheduled for delivery through 2019. The Marine Systems group’s backlog on December 31, 2014, included $560 for construction of MLP ships. The group has delivered the first two ships in this program, and received a $500 award in 2014 for procurement of a fourth ship. Construction is underway on the two additional ships, scheduled for delivery in 2015 and 2018. The third and fourth ships are configured as Afloat Forward Staging Bases (AFSB). The year-end backlog also included $880 for 10 liquefied natural gas (LNG)-powered and LNG-conversion-ready Jones Act ships for commercial customers scheduled for delivery through 2017. Complementing these ship construction programs, engineering services represented approximately $2 billion of the Marine Systems group’s backlog on December 31, 2014, including $1.4 billion for design and development efforts on the Ohio-class submarine replacement program. Additionally, year-end backlog for maintenance, repair and other services totaled $1.7 billion. 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 $9.4 billion of cash generated by operating activities over the past three years was deployed to repurchase our common stock, pay dividends and fund capital expenditures. Our net cash position, defined as cash and equivalents and marketable securities less debt, was $1 billion at year- end 2014, down $415 from the end of 2013. Our cash balances are invested primarily in time deposits from highly rated banks and commercial paper rated A1/P1 or higher. On December 31, 2014, $1.9 billion of our cash was held by non-U.S. operations. Should this cash be repatriated, it generally would be subject to U.S. federal income tax but would generate offsetting foreign tax credits. 28 General Dynamics Annual Report 2014 Year Ended December 31 2014 2013 2012 Net cash provided by operating activities $ 3,728 $ 3,111 $ 2,606 Net cash used by investing activities Net cash used by financing activities (1,102) (3,575) (363) (725) (642) (1,382) Net cash provided (used) by discontinued operations 36 (18) 65 Net (decrease) increase in cash and equivalents Cash and equivalents at beginning of year Cash and equivalents at end of year Marketable securities Short- and long-term debt Net cash (debt) Debt-to-equity (a) Debt-to-capital (b) (913) 2,005 647 5,301 4,388 500 3,296 5,301 – 2,649 3,296 – (3,911) (3,909) (3,909) $ 977 $ 1,392 $ (613) 33.1% 24.8% 27.0% 21.2% 34.3% 25.6% (a) Debt-to-equity ratio is calculated as total debt divided by total equity. (b) 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 in Item 8. OPERATING ACTIVITIES We generated cash from operating activities of $3.7 billion in 2014, $3.1 billion in 2013 and $2.6 billion in 2012. 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 2014 included significant customer deposits related to a large non-U.S. contract awarded in our Combat Systems group. As these deposits are utilized to fund supplier commitments on the program, we expect operating cash flows to be less. Operating cash flows in 2013 benefited from reductions in operating working capital, primarily in our Marine Systems group where deposits were received for commercial ship orders. INVESTING ACTIVITIES We used $1.1 billion in 2014, $363 in 2013 and $642 in 2012 for investing activities. The primary uses of cash for investing activities were capital expenditures and purchases of marketable securities. Capital Expenditures. Capital expenditures were $521 in 2014, $436 in 2013 and 2012. We expect capital expenditures of approximately 2 percent of revenues in 2015. Marketable Securities. In 2014, we purchased $500 of short- term held-to-maturity securities. Other net purchases, sales and maturities of marketable securities in all three years were not material. Other, Net. Investing activities also include proceeds from the sale of assets and cash paid for business acquisitions. We completed one acquisition in 2014, no acquisitions in 2013 and seven acquisitions in 2012 for $444. 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. increase. Previously, Dividends. On March 5, 2014, our board of directors declared an increased quarterly dividend of $0.62 per share, the 17th consecutive annual the board had increased the quarterly dividend to $0.56 per share in March 2013 and $0.51 per share in March 2012. We did not pay any dividends in the first three months of 2013 because we made our first quarter dividend payment in December 2012. Debt Proceeds, Net. In 2012, we issued $2.4 billion of fixed-rate notes and used the proceeds to redeem, prior to maturity, an equal amount of fixed-rate notes with higher interest rates. FINANCING ACTIVITIES We used $3.6 billion in 2014, $725 in 2013 and $1.4 billion in 2012 for financing activities. Our financing activities include repurchases of common stock, payment of dividends and debt issuances and repayments. Net cash from financing activities also included proceeds received from stock option exercises. Share Repurchases. We our outstanding shares in 2014 (11.4 million of the shares were repurchased under an accelerated share repurchase program), 9.4 million shares in 2013 and 9.1 million shares in 2012. As a result, we have reduced our shares outstanding by approximately 7 percent since the end of 2011. On December 31, 2014, 2.4 million shares remain authorized by our board of directors for repurchase, less than 1 percent of our total shares outstanding. repurchased 29 million of In January 2015, we repaid $500 of fixed-rate notes on their scheduled maturity date with the proceeds from maturing marketable securities purchased in 2014 (see discussion above). We have no additional material repayments of long-term debt scheduled until 2016. See Note J to the Consolidated Financial Statements in Item 8 for additional including scheduled debt maturities and interest rates. information regarding our debt obligations, We ended 2014 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. General Dynamics Annual Report 2014 29 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 defined 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 shareholders 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 Net cash provided by operating activities Capital expenditures Free cash flow from operations Cash flow as a percentage of earnings from continuing operations: Net cash provided by operating activities Free cash flow from operations * Not meaningful (NM) due to net loss in 2012. 2014 2013 2012 2011 2010 $ 3,728 $ 3,111 $ 2,606 $ 3,150 $ 2,946 (521) (436) (436) (445) (351) $ 3,207 $ 2,675 $ 2,170 $ 2,705 $ 2,595 139% 120% 125% 108% NM* NM* 126% 108% 115% 101% Return on Invested Capital. We believe ROIC is a useful measure for shareholders 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. Net operating profit after taxes is defined as earnings from is defined as the sum of the average debt and continuing operations plus after-tax interest and amortization expense. Average invested capital shareholders’ equity for the year. ROIC excludes accumulated other comprehensive loss, goodwill impairments and non-economic accounting changes as they are not reflective of our operating performance. Prior-year amounts have been adjusted for comparative purposes to reflect our current definition. ROIC is calculated as follows: Year Ended December 31 Earnings from continuing operations After-tax interest expense After-tax amortization expense Net operating profit after taxes Average invested capital Return on invested capital 2014 2013 2012* 2011 2010 $ 2,673 $ 2,486 $ 1,414 $ 2,500 $ 2,567 67 79 67 93 109 139 101 141 109 135 $ 2,819 $ 18,692 $ 2,646 $ 18,764 $ 1,662 $ 19,899 $ 2,742 $ 18,608 $ 2,811 $ 17,844 15.1% 14.1% 8.4% 14.7% 15.8% * 2012 loss from continuing operations of ($381) has been adjusted for $1,994 goodwill impairment and associated $199 tax benefit. 2012 shareholders’ equity, a component of average invested capital, has been similarly adjusted. 30 General Dynamics Annual Report 2014 ADDITIONAL FINANCIAL INFORMATION OFF-BALANCE SHEET ARRANGEMENTS On December 31, 2014, 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, 2014: Contractual Obligations Long-term debt (a) Capital lease obligations Operating leases Purchase obligations (b) Other long-term liabilities (c) Payments Due by Period Total Amount Committed Less Than 1 Year 1-3 Years 4-5 Years More Than 5 Years $ 4,771 $ 586 $ 1,549 $ 122 $ 2,514 31 1,078 31,121 19,358 2 210 9,482 3,554 4 313 12,090 2,330 4 172 5,757 1,705 21 383 3,792 11,769 $ 56,359 $ 13,834 $ 16,286 $ 7,760 $ 18,479 (a) Includes scheduled interest payments. See Note J to the Consolidated Financial Statements in Item 8 for a 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 $24.6 billion of purchase obligations for products and services to be delivered under firm government contracts under which we expect 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. Commercial Commitments Letters of credit and guarantees* Trade-in options* Amount of Commitment Expiration by Period Total Amount Committed Less Than 1 Year 1-3 Years 4-5 Years $ 1,032 63 $ 1,095 $ 454 – $ 454 $ 225 63 $ 288 $ 131 – $ 131 More Than 5 Years $ 222 – $ 222 * See Note N to the Consolidated Financial Statements in Item 8 for a 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. financial statements in accordance with GAAP The preparation of 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 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 benefits, workers’ taxes, pensions other and compensation, warranty post-retirement obligations, litigation other and and contingencies. We employ judgment in making our estimates but they are based on historical experience, 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 General Dynamics Annual Report 2014 31 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 the customer can be been executed with the customer and (2) 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-related 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. We use this method because we believe the majority of factors that 32 General Dynamics Annual Report 2014 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 from the impact of revisions in contract estimates per-share basis) totaled favorable changes in estimate of $184 ($0.35) in 2014, $351 ($0.65) in 2012. The 2013 impact of changes in estimate was higher as a result of numerous programs that neared completion in the Combat Systems group. No revisions on any one contract were material to our Consolidated Financial Statements in 2014. in 2013 and $180 ($0.33) 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. ASU 2014-09 is effective in the first quarter of 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We have not yet selected a transition method nor have we determined the effect of the standard on our Consolidated Financial Statements. The required adoption of the ASU in 2017 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. Goodwill and Intangible Assets. 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. including the timing of work This requires numerous assumptions, 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’ capitalization). We evaluate the fair reasonableness of this control premium by comparing it to control premiums for recent comparable market transactions. values over the market We completed the required annual goodwill impairment test as of December 31, 2014. 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. The estimated fair values for each of our reporting units were well in excess of their respective carrying values as of December 31, 2014. In our (for which we Information Systems and Technology reporting unit recorded a $2 billion goodwill this excess increased from 2013 as there was an improvement in the fair value and a decrease in the carrying value of the reporting unit. impairment in 2012), We review intangible assets subject to amortization for impairment the whenever events or changes in circumstances indicate that carrying amount of the asset may not be recoverable. Impairment losses, 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. 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 to recover 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 these costs through ongoing business, including existing backlog and probable follow-on contracts. We regularly assess the probability of recovery of these costs. 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, remaining contracts could be adversely affected. the profitability of our Retirement Plans. Our defined-benefit pension and other post- retirement benefit costs and obligations depend on several assumptions and estimates. The key assumptions include 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. In 2014, we adopted updated mortality tables published by the increasing life expectancies in the Society of Actuaries that predict United States. Additionally, we updated several other assumptions to align them with historical experience, including rates of retirement and cost of living increases. The impact of these changes was a net increase of $566 and $28 in the benefit obligations of our pension and other post-retirement benefit plans, respectively, on December 31, 2014. These estimates are based on our best judgment, including consideration of current and future market conditions. In the event any of the assumptions change, pension and post-retirement benefit cost could increase or decrease. For further discussion, including the impact of hypothetical changes in the discount rate and expected long-term rate of return on plan assets, see Note P to the Consolidated Financial Statements in Item 8. 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. General Dynamics Annual Report 2014 33 This exchange-rate sensitivity relates primarily to changes in the U.S. dollar/Canadian dollar, euro/Canadian dollar and euro/British pound exchange rates. While the hypothetical pretax losses in the table above have increased significantly from 2013, we do not believe this increase in our risk profile as these losses represents a meaningful would continue to 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. instruments subject to interest rate risk include fixed-rate long-term debt obligations and variable-rate commercial paper. On December 31, 2014, 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 rate securities in the market. A 10 percent unfavorable interest movement would not have a material impact on the fair value of our debt obligations. Interest Rate Risk. Our financial 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, 2014, we held $4.4 billion in cash and equivalents and $500 of marketable securities reported in other current assets. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK risk, primarily from foreign currency We are exposed to market 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. We had notional forward foreign exchange contracts outstanding of $9.1 billion on December 31, 2014, and $1.7 billion on December 31, 2013. The increase in 2014 is due to significant international contract awards. A 10 percent unfavorable exchange rate movement in our portfolio of foreign currency forward contracts would have resulted in the following hypothetical, incremental pretax losses: Recognized Unrecognized 2014 2013 $ (25) (823) $ (51) (40) 34 General Dynamics Annual Report 2014 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) (Dollars in millions, except per-share amounts) Revenues: Products Services Operating costs and expenses: Products Services Goodwill impairment General and administrative (G&A) Operating earnings Interest, net Other, net Earnings from continuing operations before income tax Provision for income tax, net Earnings (loss) from continuing operations Discontinued operations, net of tax of ($16) in 2014, ($73) in 2013, and $19 in 2012 Net earnings (loss) Earnings (loss) per share Basic: Continuing operations Discontinued operations Net earnings (loss) Diluted: Continuing operations Discontinued operations Net earnings (loss) The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. Year Ended December 31 2013 2012 2014 $ 19,564 $ 19,100 $ 19,264 11,288 30,852 15,335 9,644 – 1,984 26,963 3,889 (86) (1) 3,802 1,129 2,673 (140) 11,830 30,930 15,065 10,137 – 2,039 27,241 3,689 (86) 8 3,611 1,125 2,486 (129) 11,728 30,992 15,830 10,182 1,994 2,221 30,227 765 (156) (136) 473 854 (381) 49 $ 2,533 $ 2,357 $ (332) $ 7.97 $ 7.09 $ (1.08) (0.41) (0.37) 0.14 $ 7.56 $ 6.72 $ (0.94) $ 7.83 $ 7.03 $ (1.08) (0.41) (0.36) 0.14 $ 7.42 $ 6.67 $ (0.94) General Dynamics Annual Report 2014 35 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Dollars in millions) Net earnings (loss) (Losses) gains on cash flow hedges Unrealized gains on securities Foreign currency translation adjustments Change in retirement plans’ funded status Other comprehensive (loss) income, pretax (Benefit) provision for income tax, net Other comprehensive (loss) income, net of tax Comprehensive income (loss) The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. Year Ended December 31 2013 2012 2014 $ 2,533 $ 2,357 $ (332) (279) 10 (436) (1,745) (2,450) (703) (1,747) 3 12 (118) 2,595 2,492 902 1,590 (23) 6 141 (1,149) (1,025) (562) (463) $ 786 $ 3,947 $ (795) 36 General Dynamics Annual Report 2014 CONSOLIDATED BALANCE SHEETS (Dollars in millions) ASSETS Current assets: Cash and equivalents Accounts receivable Contracts in process Inventories Other current assets Total current assets Noncurrent assets: Property, plant and equipment, net Intangible assets, net Goodwill Other assets Total noncurrent assets Total assets LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt and current portion of long-term debt Accounts payable Customer advances and deposits Other current liabilities Total current liabilities Noncurrent liabilities: Long-term debt Other liabilities Commitments and contingencies (see Note N) Total noncurrent liabilities Shareholders’ equity: Common stock Surplus Retained earnings Treasury stock Accumulated other comprehensive loss Total shareholders’ equity Total liabilities and shareholders’ equity The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. December 31 2014 2013 $ 4,388 $ 5,301 4,050 4,591 3,221 1,157 4,370 4,780 2,890 821 17,407 18,162 3,329 912 11,731 1,976 17,948 3,359 1,044 11,932 997 17,332 $ 35,355 $ 35,494 $ 501 $ 1 2,057 7,335 3,858 2,216 6,584 3,458 13,751 12,259 3,410 6,365 3,908 4,826 9,775 8,734 482 2,548 21,127 (9,396) (2,932) 11,829 482 2,226 19,428 (6,450) (1,185) 14,501 $ 35,355 $ 35,494 General Dynamics Annual Report 2014 37 CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in millions) Cash flows from operating activities – continuing operations: Net earnings (loss) Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation of property, plant and equipment Amortization of intangible assets Goodwill and intangible asset impairments Stock-based compensation expense Excess tax benefit from stock-based compensation Deferred income tax (benefit) provision Discontinued operations, net of tax (Increase) decrease in assets, net of effects of business acquisitions: Accounts receivable Contracts in process Inventories Increase (decrease) in liabilities, net of effects of business acquisitions: Accounts payable Customer advances and deposits Other current liabilities Other, net Net cash provided by operating activities Cash flows from investing activities – continuing operations: Capital expenditures Purchases of held-to-maturity securities Purchases of available-for-sale securities Sales of available-for-sale securities Maturities of available-for-sale securities Other, net Net cash used by investing activities Cash flows from financing activities – continuing operations: Purchases of common stock Dividends paid Proceeds from option exercises Repayment of fixed-rate notes Proceeds from fixed-rate notes Other, net Net cash used by financing activities Net cash provided (used) by discontinued operations Net (decrease) increase in cash and equivalents Cash and equivalents at beginning of year Cash and equivalents at end of year The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 38 General Dynamics Annual Report 2014 Year Ended December 31 2013 2012 2014 $ 2,533 $ 2,357 $ (332) 375 121 – 128 (83) 136 140 330 281 (303) (161) 691 (246) (214) 382 143 – 120 (23) 115 129 (223) 177 (200) (204) 330 (118) 126 376 214 2,295 114 (29) (144) (49) 225 149 (490) (413) 730 23 (63) 3,728 3,111 2,606 (521) (500) (136) 135 4 (84) (436) – (135) 99 14 95 (1,102) (363) (3,382) (822) 547 – – 82 (3,575) 36 (913) 5,301 (740) (591) 583 – – 23 (725) (18) 2,005 3,296 (436) (260) (252) 186 110 10 (642) (602) (893) 146 (2,400) 2,382 (15) (1,382) 65 647 2,649 $ 4,388 $ 5,301 $ 3,296 CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Dollars in millions) Common Stock Par Surplus Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Shareholders’ Equity Balance, December 31, 2011 $ 482 $ 1,888 $ 18,917 $ (5,743) $ (2,312) $ 13,232 Net loss Cash dividends declared Stock-based awards Shares purchased Other comprehensive loss – – – – – – – 100 – – (332) (725) – – – – – 180 (602) – Balance, December 31, 2012 482 1,988 17,860 (6,165) Net earnings Cash dividends declared Stock-based awards Shares purchased Other comprehensive income Balance, December 31, 2013 Net earnings Cash dividends declared Stock-based awards Shares purchased Other comprehensive loss – – – – – – – 238 – – 2,357 (789) – – – – – 455 (740) – 482 2,226 19,428 (6,450) – – – – – – – 322 – – 2,533 (834) – – – – – 436 (3,382) – – – – – (463) (2,775) – – – – 1,590 (1,185) – – – – (1,747) (332) (725) 280 (602) (463) 11,390 2,357 (789) 693 (740) 1,590 14,501 2,533 (834) 758 (3,382) (1,747) Balance, December 31, 2014 $ 482 $ 2,548 $ 21,127 $ (9,396) $ (2,932) $ 11,829 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. General Dynamics Annual Report 2014 39 (Dollars in millions, except per-share amounts or unless otherwise noted) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization. General Dynamics is organized into four business groups: Aerospace, which produces Gulfstream aircraft, provides aircraft services and performs aircraft completions for other original equipment manufacturers (OEMs); Combat Systems, which designs and manufactures combat vehicles, weapons systems and munitions; Information Systems and Technology, which provides communications and information technology systems and solutions; and Marine Systems, which designs, constructs and repairs surface ships and submarines. Our primary customer is the U.S. government. We also do significant business with non-U.S. governments and a diverse base of corporate and individual buyers of business aircraft. Basis of Consolidation and Classification. The 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 Consolidated Financial Statements. Consistent with defense industry practice, we classify assets and liabilities related to long-term 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. Use of Estimates. The nature of our business requires that we make a number of estimates and assumptions in accordance with U.S. generally accepted accounting principles (GAAP). These estimates and assumptions 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 reporting period. We base our estimates on historical experience, currently available information and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from these estimates. 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 generally measure progress toward completion on contracts in our defense business based on the proportion of costs incurred to date 40 General Dynamics Annual Report 2014 relative to total estimated costs at completion. 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. We review and update our contract-related estimates regularly. We recognize changes in estimated profit on contracts under the reallocation the impact of a revision in method. Under the reallocation method, 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 $184 ($0.35) in 2014, $351 ($0.65) in 2013 and $180 ($0.33) in 2012. The 2013 impact of changes in estimate was higher as a result of numerous programs that neared completion in the Combat Systems group. No revisions on any one contract were material to our Consolidated Financial Statements in 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. ASU 2014-09 is effective in the first quarter of 2017. Early application is not permitted. The standard permits the use of either the transition method. We have not yet retrospective or cumulative effect selected a transition method nor have we determined the effect of the standard on our Consolidated Financial Statements. The required adoption of the ASU in 2017 will preclude our use of the reallocation method of recognizing revisions in estimated profit on contracts discussed previously. 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. In 2014, we entered into an agreement to sell our axle business in the Combat Systems group and recognized a $146 loss, net of tax (the sale was completed in January 2015). The the results of financial statements have been restated to reflect operations of this business in discontinued operations with the revenues of the business eliminated, and the net loss reported separately below earnings from continuing operations. In 2013, we recognized a $129 loss, net of tax, from the settlement of our litigation with the U.S. Navy related to the terminated A-12 contract in the company’s discontinued tactical military aircraft business. Under the terms of the settlement agreement, the Navy received a $198 credit that will be utilized over several years as we render design and construction services on the DDG-1000 program. Net cash from discontinued operations on the Consolidated Statements of Cash Flows primarily represents activity associated with the A-12 settlement and related work on the DDG-1000 program. (R&D) expenses, Research and Development Expenses. Company-sponsored research and development including product development costs, were $358 in 2014, $310 in 2013 and $374 in 2012. R&D expenses are included in operating costs and expenses in the Consolidated Statements of Earnings (Loss) in the period in which they are incurred. Customer-sponsored R&D expenses are charged directly to the related contracts. The Aerospace group has cost-sharing arrangements with some of its suppliers that enhance the group’s internal development capabilities and offset a portion of the financial cost associated with the group’s product development efforts. These arrangements explicitly state that supplier contributions are for reimbursements of costs we incur in the development of new aircraft models and technologies, and we retain substantial rights in the products developed under these arrangements. We record amounts received from these cost-sharing arrangements as a reduction of R&D expenses. We have no obligation to refund any amounts received under the agreements regardless of the outcome of the development efforts. Under the typical terms of an agreement, payments received from suppliers for their share of the costs are based on milestones and are recognized as received. Interest, Net. Net interest expense consisted of the following: Year Ended December 31 Interest expense Interest income Interest expense, net Interest payments 2014 2013 2012 $ 103 $ 103 $ 168 (17) (17) (12) $ 86 $ 94 $ 86 $ 94 $ 156 $ 186 Cash and Equivalents and Investments in Debt and Equity Securities. We consider securities with a maturity of three months or less to be cash equivalents. Our investments in other securities (see Note D) are included in other current and noncurrent assets on the Consolidated Balance Sheets. We report our held-to-maturity securities at amortized cost. We report our available-for-sale securities at fair value. Changes in the fair value of available-for-sale securities are recognized as a component of other comprehensive income (loss) in the Consolidated Statements of Comprehensive Income (Loss). We had no trading securities on December 31, 2014 or 2013. Net (purchases) proceeds of other securities were ($497) in 2014, including the purchase of $500 of held-to-maturity securities, ($22) in 2013 and $219 in 2012. Net proceeds in 2012 include $224 and securities, $211 of maturities of held-to-maturity and sales respectively, included in other investing activities on the Consolidated Statements of Cash Flows. for to amortization, Long-lived Assets and Goodwill. We review long-lived assets, impairment including intangible assets subject whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We assess the recoverability of the carrying value of assets held for use based on a review of undiscounted projected cash flows. Impairment losses, where identified, are measured as the excess of the carrying value of the long- lived asset over its fair value as determined by discounted projected cash flows. We review goodwill for impairment annually or when circumstances indicate that an impairment is more likely than not. Goodwill represents the purchase price paid in excess of the fair value of net tangible and impairment is a two- intangible assets acquired. The test for goodwill for each step process to first impairment identify potential goodwill reporting unit and then, the impairment loss. Our reporting units are consistent with our business groups in Note Q. For a summary of our goodwill by reporting unit, see Note B. if necessary, measure the amount of Subsequent Events. In January 2015, we repaid $500 of fixed-rate notes on their scheduled maturity date with the proceeds from maturing marketable securities. We have evaluated other material events and transactions that have occurred after December 31, 2014, and concluded that none have occurred that require an adjustment to or disclosure in the Consolidated Financial Statements. B. ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS Acquisitions IT and networking In 2014, we acquired a provider of mission-critical support in our Information Systems and Technology group. We did not acquire any businesses in 2013. In 2012, we acquired seven businesses across our business groups for a total of $444. These amounts are included in other investing activities on the Consolidated Statements of Cash Flows. The operating results of these acquisitions have been included with our reported results since their respective closing dates. The purchase prices of these acquisitions have been allocated to the estimated fair value of net tangible and intangible assets acquired, with any excess purchase price recorded as goodwill. General Dynamics Annual Report 2014 41 Goodwill The changes in the carrying amount of goodwill by reporting unit were as follows: December 31, 2012 (a) Acquisitions (b) Other (c) December 31, 2013 Acquisitions (b) Other (c) December 31, 2014 Aerospace Combat Systems Information Systems and Technology Marine Systems Total Goodwill $ 2,697 $ 2,916 $ 6,100 $ 290 $ 12,003 – 44 2 (69) 1 (48) (1) – 2 (73) $ 2,741 $ 2,849 $ 6,053 $ 289 $ 11,932 – (186) – (99) 127 (43) – – 127 (328) $ 2,555 $ 2,750 $ 6,137 $ 289 $ 11,731 (a) Goodwill on December 31, 2012, in the Information Systems and Technology reporting unit is net of $1,994 of accumulated impairment losses. (b) Includes adjustments during the purchase price allocation period. (c) Consists primarily of adjustments for foreign currency translation. We completed the required annual goodwill impairment test as of December 31, 2014. The first step of the goodwill impairment test compares the fair values of our reporting units to their carrying values. We estimate the fair values of our reporting units primarily based on the discounted projected cash flows of the underlying operations. The estimated fair values for each of our reporting units were well in excess of their respective carrying values as of December 31, 2014. In our (for which we Information Systems and Technology reporting unit recorded a $2 billion goodwill impairment in 2012 discussed in the paragraph below), this excess increased from 2013 as there was an Intangible Assets Intangible assets consisted of the following: improvement in the fair value and a decrease in the carrying value of the reporting unit. impairment In 2012, we recorded a $2 billion goodwill in the Information Systems and Technology reporting unit. Revenue pressure from slowed defense spending and the threat of sequestration and margin compression due to mix shift impacted operating results and the reporting unit, which tempered the projected cash flows of to its impacted our estimate of negatively December 31, 2012, we had no accumulated impairment losses. value. Prior fair Contract and program intangible assets* Trade names and trademarks Technology and software Other intangible assets Total intangible assets Gross Carrying Amount Accumulated Amortization December 31, 2014 $ 1,652 $ (1,123) 462 130 154 (113) (97) (153) Net Carrying Amount Gross Carrying Amount Accumulated Amortization December 31, 2013 Net Carrying Amount $ 529 349 33 1 $ 1,790 $ (1,189) $ 507 130 155 (103) (92) (154) 601 404 38 1 $ 2,398 $ (1,486) $ 912 $ 2,582 $ (1,538) $ 1,044 * Consists of acquired backlog and probable follow-on work and associated customer relationships. contract and program intangible assets The decrease in the gross carrying amount and accumulated amortization of from December 31, 2013, to December 31, 2014, is primarily due to the write-off of fully amortized assets in the Information Systems and Technology group. We did not recognize any impairments of our intangible assets in 2014 or 2013. In 2012, we recognized impairments in our Aerospace and Information Systems and Technology groups of $191 and $110, respectively, on contract and program, and related technology intangible assets for substantially all of their remaining values. These 42 General Dynamics Annual Report 2014 losses were reported in operating costs and expenses in the respective segments. The amortization lives (in years) of our intangible assets on December 31, 2014, were as follows: Contract and program intangible assets Trade names and trademarks Technology and software Other intangible assets Range of Amortization Life 7-30 30 7-15 5 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: (cid:129) Level 1 – quoted prices in active markets for identical assets or liabilities; Amortization expense was $121 in 2014, $143 in 2013 and $214 in 2012. We expect to record annual amortization expense over the next five years as follows: (cid:129) Level 2 – inputs, other than quoted prices, observable by a marketplace participant either directly or indirectly; and (cid:129) Level 3 – unobservable inputs significant to the fair value measurement. 2015 2016 2017 2018 2019 $ 121 95 81 70 57 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 2014 and 2013 due to share repurchases. See Note L 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 We did not have any significant non-financial assets or liabilities measured at fair value on December 31, 2014 or 2013, except for the assets of our axle business that are classified as held for sale on December 31, 2014 and were measured at fair value using Level 3 inputs. See Note A for further discussion. 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 table presents the fair values of our other financial assets and liabilities on December 31, 2014 and 2013, and the basis for determining their fair values: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) (a) Carrying Value Fair Value follows (in thousands): Financial assets (liabilities) (b) December 31, 2014 Year Ended December 31 2014 2013 2012 Basic weighted average shares outstanding 335,192 350,714 353,346 Dilutive effect of stock options and restricted stock/RSUs* Diluted weighted average shares 6,139 2,785 – Held-to-maturity marketable securities $ 500 $ Available-for-sale securities Derivatives Long-term debt, including current portion 500 188 (276) 188 (276) (3,911) (3,911) $ 10 123 – – $ 490 65 (276) (3,911) outstanding 341,331 353,499 353,346 December 31, 2013 * 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 year and therefore the effect of including these options would be antidilutive: 2014 – 3,683; 2013 – 8,246 and 2012 – 23,672. Additionally, because of the net loss in 2012, 2,353 otherwise dilutive stock options and restricted stock/RSUs were not included in the calculation of diluted EPS. The inclusion of these dilutive stock options and restricted stock/RSUs would have improved the diluted loss per share. For this reason, diluted EPS in 2012 was calculated using the same number of weighted average shares as basic EPS. Available-for-sale securities $ 183 $ 183 $ 134 $ Derivatives Long-term debt, including 10 10 current portion (3,909) (3,758) – – 49 10 (3,758) (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 December 31, 2014 or 2013. General Dynamics Annual Report 2014 43 E. INCOME TAXES Income Tax Provision. We calculate our provision for federal, state and international income taxes based on current tax law. The reported tax provision differs from the amounts currently receivable or payable because some income and expense items are recognized in different time periods for financial reporting than for income tax purposes. The following is a summary of our net provision for income taxes for continuing operations: for which there was a limited tax benefit portion of our goodwill, recognized on the impairment. In addition, due to the unfavorable market conditions impacting certain of our international subsidiaries, a valuation allowance was established for their net deferred tax assets, including the operating losses resulting from the charges at our European Land Systems business in 2012. Net Deferred Tax Assets. The tax effects of temporary differences the between reported earnings and taxable income consisted of following: Year Ended December 31 2014 2013 2012 December 31 2014 2013 $ 856 $ 850 $ 876 Tax loss and credit carryforwards Retirement benefits $ 1,403 $ Current: U.S. federal State International Total current Deferred: U.S. federal State International Total deferred 31 106 993 110 (3) 29 136 28 132 1,010 119 1 (5) 115 (9) 131 998 (168) (5) 29 (144) Provision for income taxes, net $ 1,129 $ 1,125 $ 854 Net income tax payments $ 1,019 $ 888 $ 1,155 State and local income taxes allocable to U.S. government contracts are included in operating costs and expenses in the Consolidated Statements of Earnings (Loss) and, therefore, not included in the provision above. The reconciliation from the statutory federal income tax rate to our effective income tax rate follows: Year Ended December 31 2014 2013 2012 Statutory federal income tax rate State tax on commercial operations, net of 35.0% 35.0% 35.0% federal benefits Impact of international operations Domestic production deduction Domestic tax credits Goodwill impairment Other, net 0.5 (2.6) (1.9) (0.7) – (0.6) 0.7 – (2.2) (0.8) – (1.5) (1.8) 61.9 (12.9) (1.6) 105.9 (6.0) Effective income tax rate 29.7% 31.2% 180.5% The decrease in the effective tax rate in 2014 was primarily due to increased income from non-U.S. operations that is taxed at lower rates and utilization of foreign tax credits. Our 2012 effective tax rate was unfavorably impacted by the non-deductible nature of a substantial 44 General Dynamics Annual Report 2014 Salaries and wages Workers’ compensation A-12 contract termination Other Deferred assets Valuation allowances Net deferred assets Intangible assets Contract accounting methods Property, plant and equipment Capital Construction Fund/Qualified Ships Other Deferred liabilities Net deferred tax asset 701 301 257 – 363 783 581 249 272 163 306 3,025 (494) 2,354 (383) $ 2,531 $ 1,971 $ (973) $ (937) (227) (280) (240) (167) (322) (269) (240) (141) $ (1,887) $ (1,909) $ 644 $ 62 Our net deferred tax asset was included on the Consolidated Balance Sheets in other assets and liabilities as follows: December 31 Current deferred tax asset Current deferred tax liability Noncurrent deferred tax asset Noncurrent deferred tax liability Net deferred tax asset 2014 2013 $ 16 $ 35 (729) 1,439 (82) (300) 462 (135) $ 644 $ 62 We believe it is more likely than not that we will generate sufficient taxable income in future periods to realize our deferred tax assets, subject to the valuation allowances recognized. Our retirement benefits deferred tax amount includes a deferred tax asset of $1.8 billion on December 31, 2014, and $1.2 billion on December 31, 2013, related to the amounts recorded in accumulated other comprehensive loss to recognize the funded status of our retirement plans. See Notes L and P for further discussion. One of our deferred tax liabilities results from our participation in the Capital Construction Fund (CCF), a program established by the U.S. government and administered by the Maritime Administration that supports the acquisition, construction, reconstruction or operation of U.S. flag merchant marine vessels. The program allows us to defer federal and state income taxes on earnings derived from eligible programs as long as the proceeds are deposited in the fund and withdrawals are used for qualified activities. We had U.S. government accounts receivable pledged (and thereby deposited) to the CCF of $100 on December 31, 2014, and $459 on December 31, 2013. The decrease in the fund in 2014 was due to qualified withdrawals to build ships, the proceeds from the sale of which we expect to re-deposit into the fund. On December 31, 2014, we had net operating loss carryforwards of $1.2 billion that begin to expire in 2017 and tax credit carryforwards of $215 that begin to expire in 2015. Earnings from continuing operations before income taxes included non-U.S. income (loss) of $507 in 2014, $361 in 2013 and ($215) in 2012. We intend to reinvest indefinitely the undistributed earnings of some of our non-U.S. subsidiaries. On December 31, 2014, we had approximately $1.9 billion of undistributed earnings from these non- U.S. subsidiaries. In general, should these earnings be distributed, a portion would be treated as dividends under U.S. tax law and thus subject to U.S. federal corporate income tax at the statutory rate of 35 percent, but would generate offsetting foreign tax credits. 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 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 believe we are entitled to interest under the Internal Revenue Code resulting from the completion of the A-12 contract triggered by the settlement of the associated litigation. The interest would be recognized when the amount is determined to be realizable, likely upon finalization of our 2014 consolidated federal corporate income tax return. See Note A to the Consolidated Financial Statements for further discussion of the A-12 settlement. 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 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. income tax returns through 2013. We do not expect Based on all known facts and circumstances and current tax law, we believe the total amount of any unrecognized tax benefits on December 31, 2014, 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. ACCOUNTS RECEIVABLE Accounts receivable represent amounts billed and currently due from customers and consisted of the following: December 31 Non-U.S. government U.S. government Commercial Total accounts receivable 2014 2013 $ 2,529 $ 2,767 822 699 951 652 $ 4,050 $ 4,370 Receivables from non-U.S. government customers include amounts related to long-term production programs for the Spanish Ministry of Defence of $2.3 billion on December 31, 2014. A different ministry, the Spanish Ministry of Industry, has funded work on these programs in advance of costs incurred by the company. The cash advances are reported on the Consolidated Balance Sheets in current customer advances and deposits and will be repaid to the Ministry of Industry as we collect on the outstanding receivables from the Ministry of Defence. The net amount for these programs on December 31, 2014, is an advance payment of $21. With respect to our other receivables, we expect to collect substantially all of the December 31, 2014, balance during 2015. G. 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: December 31 2014 2013 Contract costs and estimated profits $ 7,494 $ 7,961 Other contract costs Advances and progress payments 1,064 8,558 (3,967) 1,178 9,139 (4,359) Total contracts in process $ 4,591 $ 4,780 Contract costs consist primarily of labor, material, overhead and G&A expenses. Contract costs also may include estimated contract recoveries General Dynamics Annual Report 2014 45 I. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment (PP&E) is carried at historical cost, net of accumulated depreciation. The major classes of PP&E were as follows: December 31 2014 2013 Machinery and equipment Buildings and improvements Land and improvements Construction in process Total PP&E Accumulated depreciation PP&E, net $ 4,182 2,518 331 261 7,292 (3,963) $ 4,082 2,496 329 245 7,152 (3,793) $ 3,329 $ 3,359 We depreciate most of our assets using the straight-line method and the remainder using accelerated methods. Buildings and improvements are depreciated over periods of up to 50 years. Machinery and equipment are depreciated over periods of up to 30 years. Our government customers provide certain facilities for our use that are not included above. J. DEBT Debt consisted of the following: December 31 Fixed-rate notes due: January 2015 July 2016 November 2017 July 2021 November 2022 November 2042 Other Total debt Less current portion Long-term debt Interest Rate 1.375% 2.250% 1.000% 3.875% 2.250% 3.600% Various 2014 2013 $ 500 500 897 499 992 498 25 $ 500 500 896 499 991 498 25 3,911 501 3,909 1 $ 3,410 $ 3,908 Our fixed-rate notes are fully and unconditionally guaranteed by several of our 100-percent-owned subsidiaries (see Note R 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. for matters such as contract changes and claims for unanticipated contract costs. We record revenue associated with these matters only when the amount of recovery can be estimated reliably and realization is probable. Assumed recoveries for claims included in contracts in process were not material on December 31, 2014 or 2013. other compensation Other contract costs represent amounts that are not currently allocable to government contracts, such as a portion of our estimated insurance-related obligations, workers’ 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. Excluding our other contract costs, we expect to bill all but approximately 15 percent of our year-end 2014 contracts-in-process balance during 2015. Of the amount not expected to be billed in 2015, approximately $220 relates to a single contract, the Canadian Maritime Helicopter Project the contract was renegotiated, extending the period of performance. The MHP-related balance declined by $80 during 2014. In 2014, (MHP). H. 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 in the manufacturing process and is primarily based on the aircraft 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. Inventories consisted of the following: December 31 Work in process Raw materials Finished goods Pre-owned aircraft Total inventories 2014 2013 $ 1,828 1,290 $ 1,633 1,210 28 75 29 18 $ 3,221 $ 2,890 46 General Dynamics Annual Report 2014 The aggregate amounts of scheduled maturities of our debt for the next five years are as follows: Year Ended December 31 (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. 2015 2016 2017 2018 2019 Thereafter Total debt $ 501 500 898 1 2 2,009 $ 3,911 On December 31, 2014, 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 commercial paper issuances and the bank credit facilities are guaranteed by several of our have subsidiaries. approximately $130 in committed bank credit facilities to provide backup liquidity to our European businesses. 100-percent-owned addition, we In Our financing arrangements contain a number of customary covenants and restrictions. We were in compliance with all material covenants on December 31, 2014. K. OTHER LIABILITIES A summary of significant other liabilities by balance sheet caption follows: December 31 Salaries and wages Workers’ compensation Retirement benefits Deferred income taxes Fair value of cash flow hedges Other (a) Total other current liabilities Retirement benefits Customer deposits on commercial contracts Deferred income taxes Other (b) Total other liabilities 2014 2013 $ 718 420 309 729 292 $ 801 497 303 300 24 1,390 1,533 $ 3,858 $ 3,458 $ 4,596 617 82 1,070 $ 3,076 677 135 938 $ 6,365 $ 4,826 L. SHAREHOLDERS’ EQUITY Authorized Stock. Our authorized capital stock consists of 500 million shares of $1 per share par value common stock and 50 million shares of $1 per share par value preferred stock. The preferred stock is issuable in series, with the rights, preferences and limitations of each series to be determined by our board of directors. Shares Issued and Outstanding. On December 31, 2014, we had 481,880,634 shares of common stock issued and 332,164,097 shares of common stock outstanding, including unvested restricted stock of 1,721,938 shares. On December 31, 2013, we had 481,880,634 shares of common stock issued and 353,402,794 shares of common stock outstanding. No shares of our preferred stock were outstanding on either date. The only changes in our shares outstanding during 2014 resulted from shares repurchased in the open market and share activity under our equity compensation plans (see Note O for further discussion). Share Repurchases. In 2014, we repurchased 29 million of our this amount, 11.4 million shares were outstanding shares. Of repurchased on January 24, 2014, for $1.4 billion under an accelerated share repurchase (ASR) program facilitated through a financial institution. On February 5, 2014, with shares from the prior authorization largely exhausted by the ASR program, the board of directors authorized management to repurchase 20 million additional shares of common stock on the open market. Subsequently, we repurchased an additional 17.6 million shares for approximately $2 billion. On December 31, 2014, 2.4 million shares remained authorized by our board of directors for repurchase, less than 1 percent of our total shares outstanding. Dividends per Share. Dividends declared per share were $2.48 in 2014, $2.24 in 2013 and $2.04 in 2012. Cash dividends paid were $822 in 2014, $591 in 2013 and $893 in 2012. In advance of possible tax increases in 2013, we accelerated our first-quarter 2013 dividend payment to December 2012. General Dynamics Annual Report 2014 47 Accumulated Other Comprehensive Loss. The changes, pretax and net of tax, in each component of accumulated other comprehensive loss (AOCL) consisted of the following: Balance, December 31, 2011 Other comprehensive (loss) income, pretax (Benefit) provision for income tax, net Other comprehensive (loss) income, net of tax Balance, December 31, 2012 Other comprehensive income (loss), pretax Provision for income tax, net Other comprehensive income (loss), net of tax Balance, December 31, 2013 Other comprehensive (loss) income, pretax (Benefit) provision for income tax, net Other comprehensive income (loss), net of tax Balance, December 31, 2014 Gains (Losses) on Cash Flow Hedges Unrealized Gains on Securities Foreign Currency Translation Adjustments Changes in Retirement Plans’ Funded Status AOCL $ 26 $ 3 $ 821 $ (3,162) $ (2,312) (23) (3) (20) 6 3 – 3 9 (279) (97) (182) 6 2 4 7 12 4 8 15 10 3 7 141 (130) 271 (1,149) (1,025) (431) (718) (562) (463) 1,092 (3,880) (2,775) (118) – (118) 974 (436) (3) (433) 2,595 898 1,697 2,492 902 1,590 (2,183) (1,185) (1,745) (606) (2,450) (703) (1,139) (1,747) $ (173) $ 22 $ 541 $ (3,322) $ (2,932) Amounts reclassified out of AOCL related primarily to changes in retirement plans’ funded status and included pretax recognized net actuarial losses of $329 and $435 for the years ended December 31, 2014 and 2013, respectively. This was partially offset by pretax amortization of prior service credit of $69 and $60 for the years ended December 31, 2014 and 2013, respectively. These AOCL components are included in our net periodic pension and other post-retirement benefit cost. See Note P for additional details. M. 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. 48 General Dynamics Annual Report 2014 We had $9.1 billion in notional forward exchange contracts outstanding on December 31, 2014, and $1.7 billion on December 31, 2013. The increase in 2014 is due to significant international contract instruments on the awards. We recognize derivative financial 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 (Loss) or in other comprehensive loss (OCL) within the Consolidated Statements of Comprehensive Income (Loss) 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 (Loss). 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 (Loss) 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 in any of the past three years. Net gains and losses reclassified to earnings from OCL were not material to our results of operations in any of the past three years, and we do not expect the amount of these gains and losses that will be reclassified to earnings in 2015 to be material. We had no material derivative financial instruments designated as fair value or net investment hedges on December 31, 2014 or 2013. 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 December 31, 2014, we held $4.4 billion in cash and equivalents and $500 of marketable securities reported in other current assets. Our marketable securities had an average duration of less than one month and an average credit rating of AA-. Historically, we have not experienced material gains or losses on these instruments due to changes in interest rates or market values. functional currency Foreign Currency Financial Statement Translation. We international translate foreign currency balance sheets from our businesses’ 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. (generally 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 international operations’ revenues and earnings into U.S. dollars was not material to our results of operations in any of the past three years. In addition, the effect of changes in foreign exchange rates on non-U.S. cash balances was not material in each of the past three years. N. 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 remediation. We accrue to investigation or undergoing or subject 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 record insurance recoveries before collection is considered do not 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. Minimum Lease Payments Total expense under operating leases was $297 in 2014, $309 in 2013 and $298 in 2012. Operating leases are primarily for facilities and equipment. Future minimum lease payments are as follows: Year Ended December 31 2015 2016 2017 2018 2019 Thereafter Total minimum lease payments $ 210 181 132 100 72 383 $ 1,078 General Dynamics Annual Report 2014 49 Other Portugal Program. In 2014, we reached a settlement with the Portuguese Ministry of National Defense and Ministry of Economy relating to a dispute arising from a contract in our Combat Systems group’s European Land Systems business to provide armored vehicles for which we had accrued $258 in 2012. The settlement provides for the delivery of vehicles and a significant reduction in our offset obligations and related bank guarantees. The settlement did not have a material impact on our 2014 results of operations, financial condition or cash flows as our liability was generally consistent with the amount previously recorded. 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. insurance 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 on December 31, 2014. 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. approximately $1 billion carriers totaling 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 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. 50 General Dynamics Annual Report 2014 Labor Agreements. Approximately one-fifth of the employees of our subsidiaries work under collectively-bargained terms and conditions, including 55 collective agreements that we have negotiated directly with unions and works councils. A number of these agreements expire within any given year. Historically, we have been successful at negotiating successor agreements without any material disruption of operating activities. In 2015, we expect to negotiate the terms of 15 agreements the covering approximately 2,400 employees. We do not expect renegotiations will, either individually or in the aggregate, have a material impact on our results of operations, financial condition or cash flows. 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 the products number of months of warranty coverage remaining for 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 each of the past three years were as follows: Year Ended December 31 Beginning balance Warranty expense Payments Adjustments Ending balance 2014 2013 2012 $ 354 $ 316 $ 291 146 (78) 6 125 (82) (5) 91 (58) (8) $ 428 $ 354 $ 316 O. EQUITY COMPENSATION PLANS have various equity Equity Compensation Overview. We compensation plans for employees, as well as for non-employee members of our board of directors. The equity compensation plans seek to provide an effective means of attracting, retaining and motivating directors, officers and key employees, and to provide them with incentives to enhance our growth and profitability. Under the equity compensation plans, awards may be granted to officers, employees or non-employee directors in common stock, options to purchase common stock, restricted shares of common stock, participation units or any combination of these. Stock options granted under the equity compensation plans are issued with an exercise price at the fair market value of the common stock on the date of grant. Outstanding awards of stock options vest over two years, with 50 percent of the options vesting in one year and the remaining 50 percent vesting the following year. Stock options that have been awarded under the equity compensation plans expire five or seven years after the grant date. We grant annual stock option awards to participants in the equity compensation plans on the first Wednesday of March based on the average of the high and low stock prices on that day as listed on the New York Stock Exchange. We may make limited ad hoc grants at other for new hires or promotions. times during the year Grants of restricted stock are awards of shares of common stock that vest approximately four years after the grant date. During the restriction period, recipients may not sell, transfer, pledge, assign or otherwise convey their restricted shares to another party. However, during this period, the recipient is entitled to vote the restricted shares and receive cash dividends on those shares. Participation units represent obligations that have a value derived from or related to the value of our common stock. These include stock appreciation rights, phantom stock units and restricted stock units (RSUs) and are payable in cash or common stock. Like restricted stock, participation units vest approximately four years after the grant date with recipients prohibited from certain activities during the restriction period. However, during this period, the recipient receives dividend- equivalent units rather than cash dividends, and is not entitled to vote the participation units or the dividend-equivalent units. Beginning in 2012, we granted RSUs with a performance measure based on a non-GAAP management metric, return on invested capital (ROIC). Depending on the company’s performance with respect to this metric, the number of RSUs earned may be less than, equal to or greater than the original number of RSUs awarded. For a definition of ROIC, see Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Item 7. We issue common stock under our equity compensation plans from treasury stock. On December 31, 2014, in addition to the shares reserved for issuance upon the exercise of outstanding stock options, approximately 13 million shares have been authorized for stock options and restricted stock that may be granted in the future. Stock-based Compensation Expense. Stock-based compensation expense is included in G&A expenses. The following table details the components of stock-based compensation expense recognized in net earnings (loss) in each of the past three years: awards, which is generally two years. We estimate the fair value of stock options on the date of grant using the Black-Scholes option pricing model with the following assumptions for each of the past three years: Year Ended December 31 Expected volatility Weighted average expected volatility Expected term (in months) Risk-free interest rate Expected dividend yield 2014 2013 2012 19.4-20.8% 21.6-27.3% 27.9-31.3% 20.2% 43/53 23.5% 30.7% 43/53 43/53 1.1-1.4% 0.5-1.0% 0.6-0.8% 2.5% 3.0% 2.7% We determine the above assumptions based on the following: (cid:129) Expected volatility is based on the historical volatility of our common stock over a period equal to the expected term of the option. (cid:129) Expected term is based on historical option exercise data. Based on this data, we have estimated different expected terms and determined two employee a separate fair value for options granted for populations. (cid:129) Risk-free interest rate is the yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected term of the option at the grant date. (cid:129) Expected dividend yield is based on our historical dividend yield. The resulting weighted average fair value per stock option granted was $13.99 in 2014, $8.90 in 2013 and $13.23 in 2012. Stock option expense reduced pretax operating earnings (and on a per-share basis) by $59 ($0.11) in 2014, $74 ($0.14) in 2013 and $88 ($0.16) in 2012. Compensation expense for stock options is reported as a Corporate expense for segment reporting purposes (see Note Q). On December 31, 2014, we had $42 of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of one year. A summary of stock option activity during 2014 follows: Shares Under Option Weighted Average Exercise Price Per Share Year Ended December 31 Stock options Restricted stock Total stock-based compensation expense, net of tax 2014 $ 38 45 2013 $ 48 30 2012 $ 57 17 Outstanding on December 31, 2013 17,638,111 Granted Exercised Forfeited/canceled 4,552,200 (7,698,035) (465,750) $ 69.99 112.43 70.36 74.93 $ 83 $ 78 $ 74 Outstanding on December 31, 2014 14,026,526 $ 83.40 Stock Options. We recognize compensation expense related to stock options on a straight-line basis over the vesting period of the Vested and expected to vest on December 31, 2014 13,909,869 Exercisable on December 31, 2014 6,182,739 $ 83.22 $ 71.06 General Dynamics Annual Report 2014 51 Summary information with respect to our stock options’ intrinsic value and remaining contractual term on December 31, 2014, follows: Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding Vested and expected to vest Exercisable 4.8 4.8 3.8 $ 761 757 412 In the table above, intrinsic value is calculated as the excess, if any, between the market price of our stock on the last trading day of the year and the exercise price of the options. For stock options exercised, intrinsic value is calculated as the difference between the market price on the date of exercise and the exercise price. The total intrinsic value of stock options exercised was $340 in 2014, $154 in 2013 and $112 in 2012. We received cash from the exercise of stock options of $547 in 2014, $583 in 2013 and $146 in 2012. Restricted Stock/Restricted Stock Units. We determine the fair value of restricted stock and RSUs as the average of the high and low market prices of our stock on the date of grant. We generally recognize compensation expense related to restricted stock and RSUs on a straight-line basis over the period during which the restriction lapses, which is generally four years. Compensation expense related to restricted stock and RSUs reduced pretax operating earnings (and on a per-share basis) by $69 ($0.13) in in 2012. On 2014, $46 ($0.09) December 31, 2014, we had $32 of unrecognized compensation cost related to restricted stock and RSUs, which is expected to be recognized over a weighted average period of 2.2 years. in 2013 and $26 ($0.05) A summary of restricted stock and RSU activity during 2014 follows: Nonvested at December 31, 2013 Granted Vested Forfeited Shares/ Share-Equivalent Units Weighted Average Grant-Date Fair Value Per Share 2,507,397 753,250 (492,714) (27,756) $ 71.11 112.42 73.48 86.23 Nonvested at December 31, 2014 2,740,177 $ 78.83 The total fair value of vesting shares was $47 in 2014, $63 in 2013 and $28 in 2012. P. RETIREMENT PLANS We provide defined-contribution benefits to eligible employees, as well as some remaining defined-benefit pension and other post-retirement benefits. 52 General Dynamics Annual Report 2014 to participate Retirement Plan Summary Information Defined-contribution Benefits. We provide eligible employees the opportunity in defined-contribution savings plans (commonly known as 401(k) plans), which permit contributions on a before-tax and after-tax basis. Generally, salaried employees and certain hourly employees are eligible to participate in the plans. Under most plans, the employee may contribute to various investment alternatives, including investment in our common stock. In some of these plans, we match a portion of the employees’ contributions. Our contributions to these plans totaled $238 in 2014, $204 in 2013 and $201 in 2012. The defined-contribution plans held approximately 25 million and 27 million shares of our common stock, representing approximately 7 percent and 8 percent of our outstanding shares on December 31, 2014 and 2013, respectively. Pension Benefits. We have six noncontributory and six contributory trusteed, qualified defined-benefit pension plans covering eligible government business employees, and two noncontributory and four contributory plans covering eligible commercial business employees, including some employees of our international operations. The primary factors affecting the benefits earned by participants in our pension plans are employees’ years of service and compensation levels. Our primary government pension plan, which comprises the majority of our unfunded obligation, was closed to new salaried participants on January 1, 2007. Additionally, we made changes to this plan for certain participants effective in 2014 that limit or cease the benefits that accrue for future service. We also sponsor one funded and several unfunded non-qualified supplemental executive plans, which provide participants with additional benefits, including excess benefits over limits imposed on qualified plans by federal tax law. Other Post-retirement Benefits. We maintain plans that provide post-retirement healthcare and life insurance coverage for certain employees and retirees. These benefits vary by employment status, age, service and salary level at retirement. The coverage provided and the extent the program vary throughout the company. The plans provide health and life insurance benefits only to those employees who retire directly from our service and not to those who terminate service prior to eligibility for retirement. to which the retirees share in the cost of Contributions and Benefit Payments It is our policy to fund our defined-benefit retirement plans in a manner that optimizes the tax deductibility and contract recovery of contributions, considered within our capital deployment framework. Therefore, we may make discretionary contributions in addition to the required contributions determined in accordance with IRS regulations. We contributed $513 to our pension plans in 2014 and expect to contribute approximately $185 to our pension plans in 2015. We maintain several tax-advantaged accounts, primarily Voluntary Employees’ Beneficiary Association (VEBA) to fund the obligations for some of our post-retirement benefit plans. For non- funded plans, claims are paid as received. trusts, We expect the following benefits to be paid from our retirement plans over the next 10 years: 2015 2016 2017 2018 2019 2020-2024 Pension Benefits Other Post- retirement Benefits $ 538 $ 70 563 589 616 644 69 69 68 68 3,680 337 Government Contract Considerations 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 G for discussion of our deferred contract costs. For other plans, the amount 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. Defined-benefit Retirement Plan Summary Financial Information Estimating retirement plan assets, liabilities and costs requires the extensive use of actuarial assumptions. These include the long-term rate of return on plan assets, the interest rate used to discount projected benefit payments, healthcare cost trend rates and future salary increases. Given the long-term nature of the assumptions being made, actual outcomes can and often do differ from these estimates. Our annual benefit cost consists of three primary elements: the cost of benefits earned by employees for services rendered during the year, an interest charge on our plan liabilities and an assumed return on our plan assets for the year. The annual cost also includes gains and losses resulting from changes in actuarial assumptions, differences between the actual and assumed long-term rate of return on assets and gains and losses resulting from changes we make to plan benefit terms. We recognize an asset or liability on the Consolidated Balance Sheets equal to the funded status of each of our defined-benefit retirement plans. The funded status is the difference between the fair value of the plan’s assets and its benefit obligation. Changes in plan assets and liabilities due to differences between actuarial assumptions and the actual results of the plan are deferred in OCL rather than charged to earnings. These differences are then amortized over future years as a component of our annual benefit cost. We amortize actuarial differences under qualified plans on a straight-line basis over the average remaining service period of eligible employees. We recognize the difference between the actual and expected return on plan assets for qualified plans over five years. The deferral of these differences reduces the volatility of our annual benefit cost that can result either from year-to-year changes in the assumptions or from actual results that are not necessarily representative of the long-term financial position of these plans. We recognize differences under nonqualified plans immediately. Our annual pension and other post-retirement benefit costs consisted of the following: Pension Benefits Year Ended December 31 2014 2013 2012 Service cost Interest cost Expected return on plan assets Recognized net actuarial loss Amortization of prior service credit $ 186 $ 298 $ 266 532 (655) 320 (67) 492 (590) 409 (67) 523 (588) 287 (42) Annual benefit cost $ 316 $ 542 $ 446 Year Ended December 31 Service cost Interest cost Expected return on plan assets Recognized net actuarial loss Amortization of prior service (credit) cost Other Post-retirement Benefits 2014 $ 12 52 (31) 9 (2) 2013 $ 15 53 (29) 26 7 2012 $ 12 59 (30) 10 7 Annual benefit cost $ 40 $ 72 $ 58 General Dynamics Annual Report 2014 53 The following is a reconciliation of the benefit obligations and plan/trust assets, and the resulting funded status, of our defined-benefit retirement plans: Year Ended December 31 Change in Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Amendments Actuarial gain (loss) Settlement/curtailment/other Benefits paid Benefit obligation at end of year Change in Plan/Trust Assets Fair value of assets at beginning of year Actual return on plan assets Employer contributions Settlement/curtailment/other Benefits paid Fair value of assets at end of year Funded status at end of year Amounts recognized on our Consolidated Balance Sheets consisted of the following: December 31 Noncurrent assets Current liabilities Noncurrent liabilities Net liability recognized Amounts deferred in AOCL consisted of the following: December 31 Net actuarial loss Prior service (credit) cost Total amount recognized in AOCL, pretax Pension Benefits Other Post-retirement Benefits 2014 2013 2014 2013 $ (11,013) (186) (532) $ (12,114) (298) (492) $ (1,183) (12) (52) $ (1,384) (15) (53) (1) (2,083) 64 515 234 1,094 2 561 55 (30) 15 77 – 177 11 81 $ (13,236) $ (11,013) $ (1,130) $ (1,183) $ 8,476 664 513 (65) (504) $ 7,227 1,200 601 (3) (549) $ 9,084 $ 8,476 $ (4,152) $ (2,537) $ $ $ 519 68 6 (1) (39) 553 (577) $ $ $ 426 116 25 – (48) 519 (664) Pension Benefits Other Post-retirement Benefits 2014 2013 2014 2013 $ 176 (128) (4,200) $ 178 (104) (2,611) $ – $ – (181) (396) (199) (465) $ (4,152) $ (2,537) $ (577) $ (664) Pension Benefits Other Post-retirement Benefits 2014 2013 2014 2013 $ 5,364 $ 3,618 (320) (387) $ 5,044 $ 3,231 $ $ 89 (38) 51 $ 109 10 $ 119 The following is a reconciliation of the change in AOCL for our defined-benefit retirement plans: Year Ended December 31 Net actuarial loss (gain) Prior service cost (credit) Amortization of: Net actuarial loss from prior years Prior service credit (cost) Other* Change in AOCL, pretax * Includes foreign exchange translation and curtailment adjustments. 54 General Dynamics Annual Report 2014 Pension Benefits Other Post-retirement Benefits 2014 2013 2014 2013 $ 2,074 $ (1,704) $ 1 (320) 67 (9) (234) (409) 67 (12) (7) (55) (9) 2 1 $ (264) – (26) (7) (6) $ 1,813 $ (2,292) $ (68) $ (303) The following table represents amounts deferred in AOCL on the Consolidated Balance Sheets on December 31, 2014, that we expect to recognize in our retirement benefit cost in 2015: The following table summarizes the weighted average assumptions used to determine our net periodic benefit costs: Prior service credit Net actuarial loss Pension Benefits $ (67) 438 Other Post- retirement Benefits $ (5) 6 A pension plan’s funded status is the difference between the plan’s assets and its projected benefit obligation (PBO). The PBO is the present value of future benefits attributed to employee services rendered to date, including assumptions about future compensation levels. A pension plan’s accumulated benefit obligation (ABO) is the future benefits attributed to employee services present value of rendered to date, excluding assumptions about future compensation levels. The ABO for all defined-benefit pension plans was $12.8 billion and $10.6 billion on December 31, 2014 and 2013, respectively. On December 31, 2014 and 2013, some of our pension plans had an ABO that exceeded the plans’ assets. Summary information for those plans follows: December 31 PBO ABO Fair value of plan assets 2014 2013 $ (12,797) $ (10,627) (12,363) 8,578 (10,275) 7,988 Retirement Plan Assumptions We calculate the plan assets and liabilities for a given year and the net periodic benefit cost the subsequent year using assumptions determined as of December 31 of the year in question. for The following table summarizes the weighted average assumptions used to determine our benefit obligations: Assumptions on December 31 Pension Benefits Discount rate Rate of increase in compensation levels Other Post-retirement Benefits Discount rate Healthcare cost trend rate: Trend rate for next year Ultimate trend rate Year rate reaches ultimate trend rate 2014 2013 4.10% 3.43% 4.95% 3.70% 4.03% 4.74% 7.00% 5.00% 8.00% 5.00% 2024 2019 Assumptions for Year Ended December 31 2014 2013 2012 Pension Benefits Discount rate Expected long-term rate of return on assets Rate of increase in compensation levels Other Post-retirement Benefits Discount rate Expected long-term rate of return on assets 4.95% 8.16% 3.78% 4.22% 8.14% 3.79% 5.22% 8.24% 3.77% 4.74% 8.03% 3.97% 8.03% 5.13% 8.03% We base the discount rate on a current yield curve developed from a portfolio of high-quality fixed-income investments with maturities 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. In 2014, we adopted updated mortality tables published by the Society of Actuaries that predict increasing life expectancies in the United States. Additionally, we updated several other assumptions to align them with historical experience, including rates of retirement and cost of living increases. The impact of these changes was a net increase of $566 and $28 in the benefit obligations of our pension and other post-retirement benefit plans, respectively, on December 31, 2014. Retirement plan assumptions are based on our best judgment, including consideration of current and future market conditions. Changes in these estimates impact future pension and post-retirement benefit the cumulative costs. As discussed above, we defer recognition of benefit cost for our government plans in excess of costs allocable to contracts to provide a better matching of revenues and expenses. Therefore, reporting the impact of annual changes in financial assumptions on the cost for these plans does not affect our operating results either positively or negatively. For our domestic pension plans that the following hypothetical changes in the discount rate and expected long-term rate of return on plan assets would have had the following impact in 2014: the majority of our total obligation, represent Increase (decrease) to net pension cost from: Change in discount rate Change in long-term rate of return on plan assets Increase 25 basis points Decrease 25 basis points $ (29) (18) $ 30 18 A 25-basis-point change in these assumed rates would not have had a measurable impact on the benefit cost for our other post-retirement plans in 2014. For our healthcare plans, the effect of a 1 percentage General Dynamics Annual Report 2014 55 Assets for our non-U.S. pension plans are held in trusts in the countries in which the related operations reside. Our non-U.S. operations maintain investment policies for their individual plans based on country- specific regulations. The non-U.S. plan assets are primarily invested in commingled funds comprised of non-U.S. and U.S. equities and fixed- income securities. We hold assets in VEBA trusts for some of our other post-retirement plans. These assets are generally invested in equities, corporate bonds and equity-based mutual funds. Our asset allocation strategy for the VEBA trusts considers potential fluctuations in our post-retirement liability, the taxable nature of certain VEBA trusts, tax deduction limits on contributions and the regulatory environment. Our retirement plan assets are reported at fair value. See Note D for a discussion of the hierarchy for determining fair value. Our Level 1 assets include investments in publicly traded equity securities and commingled funds. These securities (and the underlying investments of the funds) are actively traded and valued using quoted prices for identical securities from the market exchanges. Our Level 2 assets consist of fixed-income securities and commingled funds that are not actively traded or whose underlying investments are valued using observable marketplace inputs. The fair value of plan assets invested in fixed-income securities is generally determined using valuation models that use observable inputs such as interest rates, bond yields, low-volume market quotes and quoted prices for similar assets. Our plan assets that are invested in commingled funds are valued using a unit price or net asset value (NAV) that is based on the underlying investments of the fund. We had minimal Level 3 plan assets on December 31, 2014. These investments include real estate and hedge funds, insurance deposit contracts and direct private equity investments. point increase or decrease in the assumed healthcare cost trend rate on the net periodic benefit cost is $6 and ($5), respectively, and the effect on the accumulated post-retirement benefit obligation is $94 and ($75), respectively. Plan Assets A committee of our board of directors is responsible for the strategic oversight of our defined-benefit retirement plan assets held in trust. Management reports to the committee on a regular basis and is responsible for overseeing all investment decisions related to defined- retirement plan assets made by a third-party investment benefit manager in compliance with the company’s policies. Our investment policy endeavors to strike the appropriate balance among capital preservation, asset growth and current income. The investment policy is to generate future returns objective of our consistent with our assumed long-term rate of return used to determine our benefit obligations and net periodic benefit costs. Target allocation percentages vary over time depending on the perceived risk and return potential of various asset classes and market conditions. At the end of 2014, our asset allocation policy ranges were: Equities Fixed income Cash Other asset classes 48 - 68% 20 - 48% 0 - 5% 0 - 16% More than 90 percent of our pension plan assets are held in a single trust for our primary U.S. government and commercial pension plans. On December 31, 2014, the trust was invested largely in publicly traded equities and fixed-income securities, but may invest in other asset classes in the future consistent with our investment policy. Our investments in equity assets include U.S. and international securities and equity funds as well as futures contracts on U.S. equity indices. Our investments in fixed-income assets include U.S. Treasury and U.S. agency securities, corporate bonds, mortgage-backed securities, futures contracts and international securities. Our investment policy allows the use of derivative instruments when appropriate to reduce anticipated asset volatility, to gain exposure to an asset class or to adjust the duration of fixed-income assets. 56 General Dynamics Annual Report 2014 The fair value of our pension plan assets by investment category and the corresponding level within the fair value hierarchy were as follows: Asset Category Cash Equity securities U.S. companies (a) Non-U.S. companies Private equity investments Fixed-income securities Treasury securities Corporate bonds (b) Commingled funds Equity funds Money market funds Fixed-income funds Real estate funds Commodity funds Hedge funds Other investments Insurance deposit agreements Total pension plan assets Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) December 31, 2014 Significant Unobservable Inputs (Level 3) Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) December 31, 2013 $ 32 $ 32 $ 775 90 9 449 2,354 4,272 49 296 139 6 510 103 775 90 – – – – – – – – – – – – – – 449 2,354 4,272 49 296 – 6 316 – $ – – – 9 – – – – – 139 – 194 103 $ 35 $ 35 $ 685 128 10 428 2,227 3,935 97 303 34 8 471 115 685 128 – – – – – – – – – – – – – – 428 2,227 3,935 97 303 – 8 288 – Significant Unobservable Inputs (Level 3) $ – – – 10 – – – – – 34 – 183 115 $ 9,084 $ 897 $ 7,742 $ 445 $ 8,476 $ 848 $ 7,286 $ 342 (a) No single equity holding amounted to more than 1 percent of the total fair value. (b) Our corporate bond investments had an average rating of A-. The fair value of our other post-retirement plan assets by category and the corresponding level within the fair value hierarchy were as follows: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) December 31, 2014 Significant Unobservable Inputs (Level 3) Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) December 31, 2013 Significant Unobservable Inputs (Level 3) Asset Category Cash Equity securities Fixed-income securities Commingled funds Equity funds Fixed-income funds Hedge funds Fair Value $ 3 167 11 314 56 2 $ 3 167 $ – 5 6 – $ – – 11 309 50 1 Total other post-retirement plan assets $ 553 $ 181 $ 371 $ – – – – – 1 1 $ 6 154 55 296 6 2 $ 6 154 $ – – 6 – $ – – 55 296 – 1 $ 519 $ 166 $ 352 $ – – – – – 1 1 General Dynamics Annual Report 2014 57 Changes in our Level 3 retirement plan assets during 2013 and 2014 were as follows: December 31, 2012 Unrealized gains on plan assets, net Purchases, sales, and settlements, net December 31, 2013 Unrealized gains on plan assets, net Purchases, sales, and settlements, net December 31, 2014 Q. BUSINESS GROUP INFORMATION Private Equity Investments Real Estate Funds Hedge Funds Insurance Deposits Agreements Total Level 3 Assets $ 8 $ 32 $ 101 $ 108 $ 249 – 2 10 (2) 1 – 2 34 9 96 8 75 184 11 – 9 (2) 115 (12) – 17 77 343 6 97 $ 9 $ 139 $ 195 $ 103 $ 446 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; communications 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: Year Ended December 31 Aerospace Combat Systems Information Systems and Technology (a) Marine Systems Corporate (b) 2014 Revenues 2013 Operating Earnings Revenues from U.S. Government 2012 2014 2013 2012 2014 2013 2012 $ 8,649 $ 8,118 $ 6,912 $ 1,611 $ 1,416 $ 858 $ 99 $ 98 $ 160 5,732 9,159 7,312 – 5,832 10,268 6,712 – 7,471 10,017 6,592 – 862 785 703 (72) 908 795 666 (96) 595 (1,369) 750 (69) 2,970 7,985 6,901 – 4,057 8,572 6,536 – 5,699 8,442 6,504 – $ 30,852 $ 30,930 $ 30,992 $ 3,889 $ 3,689 $ 765 $ 17,955 $ 19,263 $ 20,805 Year Ended December 31 Aerospace Combat Systems Information Systems and Technology Marine Systems Corporate (b) Identifiable Assets Capital Expenditures Depreciation and Amortization 2014 2013 2012 2014 2013 2012 2014 2013 2012 $ 8,245 $ 8,005 $ 7,524 $ 227 $ 250 $ 204 $ 9,487 9,064 3,110 5,449 9,002 9,432 3,088 5,967 9,185 9,701 3,032 4,867 46 54 124 70 50 52 83 1 73 72 85 2 137 100 146 106 7 $ 123 113 178 103 8 $ 125 143 220 95 7 $ 35,355 $ 35,494 $ 34,309 $ 521 $ 436 $ 436 $ 496 $ 525 $ 590 (a) Operating earnings in 2012 in our Information Systems and Technology group include $2.1 billion of goodwill and intangible asset impairment charges (see Note B for further discussion). (b) Corporate operating results consist primarily of stock option expense. Corporate identifiable assets are primarily cash and equivalents. 58 General Dynamics Annual Report 2014 The following table presents our revenues by geographic area based on the location of our customers: Year Ended December 31 2014 2013 2012 North America: United States Other $ 23,222 $ 24,646 $ 24,636 1,174 959 1,035 Total North America 24,396 25,605 25,671 Europe Asia/Pacific Africa/Middle East South America 2,410 1,608 2,163 275 2,795 1,466 736 328 3,013 1,405 689 214 $ 30,852 $ 30,930 $ 30,992 Our revenues from operations located outside the United States were $3.6 billion in 2014, $3.3 billion in 2013 and $4.3 billion in 2012. The long-lived assets associated with these operations were 6 percent of our total long-lived assets on December 31, 2014 and 2013. R. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS The fixed-rate notes described in Note J 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. R. CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS (LOSS) Year Ended December 31, 2014 Revenues Cost of sales G&A Operating earnings Interest, net Other, net Earnings before income tax Provision for income tax, net Discontinued operations, net of tax Equity in net earnings of subsidiaries Net earnings Comprehensive income Parent Guarantors on a Combined Basis Other Subsidiaries on a Combined Basis Consolidating Adjustments Total Consolidated $ – 9 62 (71) (93) – (164) (54) (140) 2,783 $ 2,533 $ 786 $ 26,819 21,792 1,633 3,394 – (2) 3,392 1,099 – – $ 4,033 3,178 $ 289 566 7 1 574 84 – – – – – – – – – – – (2,783) $ 30,852 24,979 1,984 3,889 (86) (1) 3,802 1,129 (140) – $ 2,293 $ 2,147 $ 490 $ (125) $ (2,783) $ 2,533 $ (2,022) $ 786 General Dynamics Annual Report 2014 59 R. CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS (LOSS) Parent Guarantors on a Combined Basis Other Subsidiaries on a Combined Basis Consolidating Adjustments Total Consolidated $ – 20 74 (94) (93) 1 (186) (51) (129) 2,621 $ 2,357 $ 3,947 Parent $ – (19) 88 (69) (158) (126) (353) (133) 49 (161) $ 27,272 22,175 1,664 3,433 1 6 3,440 1,058 – – $ 2,382 $ 2,820 $ 3,658 3,007 $ 301 350 6 1 357 118 – – – – – – – – – – – (2,621) $ 30,930 25,202 2,039 3,689 (86) 8 3,611 1,125 (129) – $ $ 239 196 $ (2,621) $ 2,357 $ (3,016) $ 3,947 Guarantors on a Combined Basis Other Subsidiaries on a Combined Basis Consolidating Adjustments Total Consolidated $ 26,349 23,614 1,618 1,117 (3) (4) 1,110 854 – – 256 21 $ 4,643 4,411 515 (283) 5 (6) (284) 133 – – $ (417) $ (135) $ – – – – – – – – – 161 $ 161 $ 114 $ 30,992 28,006 2,221 765 (156) (136) 473 854 49 – $ $ (332) (795) $ (332) $ (795) $ $ Year Ended December 31, 2013 Revenues Cost of sales G&A Operating earnings Interest, net Other, net Earnings before income tax Provision for income tax, net Discontinued operations, net of tax Equity in net earnings of subsidiaries Net earnings Comprehensive income Year Ended December 31, 2012 Revenues Cost of sales G&A Operating earnings Interest, net Other, net Earnings before income tax Provision for income tax, net Discontinued operations, net of tax Equity in net earnings of subsidiaries Net loss Comprehensive loss 60 General Dynamics Annual Report 2014 R. CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2014 ASSETS Current assets: Cash and equivalents Accounts receivable Contracts in process Inventories Work in process Raw materials Finished goods Pre-owned aircraft Other current assets Total current assets Noncurrent assets: Property, plant and equipment Accumulated depreciation of PP&E Intangible assets Accumulated amortization of intangible assets Goodwill Other assets Investment in subsidiaries Total noncurrent assets Total assets LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt Customer advances and deposits Other current liabilities Total current liabilities Noncurrent liabilities: Long-term debt Other liabilities Total noncurrent liabilities Intercompany Shareholders’ equity: Common stock Other shareholders’ equity Total shareholders’ equity Guarantors on a Combined Basis Other Subsidiaries on a Combined Basis Parent Consolidating Adjustments Total Consolidated $ 2,536 $ – $ 1,852 $ – 542 – – – – 781 3,859 148 (52) – – – 1,479 37,449 39,024 1,379 2,966 1,818 1,260 20 75 215 7,733 6,035 (3,246) 1,484 (1,042) 8,095 213 – 11,539 2,671 1,083 10 30 8 – 161 5,815 1,109 (665) 914 (444) 3,636 284 – 4,834 – – – – – – – – – – – – – – – (37,449) (37,449) $ 4,388 4,050 4,591 1,828 1,290 28 75 1,157 17,407 7,292 (3,963) 2,398 (1,486) 11,731 1,976 – 17,948 $ 42,883 $ 19,272 $ 10,649 $ (37,449) $ 35,355 $ 500 $ 1 $ – $ – 1,298 1,798 3,386 3,514 6,900 3,529 3,511 7,041 24 2,369 2,393 22,356 (22,557) 482 11,347 11,829 6 32,389 32,395 3,806 1,106 4,912 – 482 482 201 2,043 3,011 5,054 – – – – – – – – (2,049) (35,400) (37,449) $ 501 7,335 5,915 13,751 3,410 6,365 9,775 – 482 11,347 11,829 Total liabilities and shareholders’ equity $ 42,883 $ 19,272 $ 10,649 $ (37,449) $ 35,355 General Dynamics Annual Report 2014 61 R. CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2013 ASSETS Current assets: Cash and equivalents Accounts receivable Contracts in process Inventories Work in process Raw materials Finished goods Pre-owned aircraft Other current assets Total current assets Noncurrent assets: Property, plant and equipment Accumulated depreciation of PP&E Intangible assets Accumulated amortization of intangible assets Goodwill Other assets Investment in subsidiaries Total noncurrent assets Total assets LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Customer advances and deposits Other current liabilities Total current liabilities Noncurrent liabilities: Long-term debt Other liabilities Total noncurrent liabilities Intercompany Shareholders’ equity: Common stock Other shareholders’ equity Total shareholders’ equity Guarantors on a Combined Basis Other Subsidiaries on a Combined Basis Parent Consolidating Adjustments Total Consolidated $ 4,179 $ – $ 1,122 $ – 571 – – – – 424 5,174 156 (64) – – – 460 35,211 35,763 1,451 3,124 1,623 1,172 24 18 203 7,615 5,827 (3,062) 1,614 (1,111) 8,041 211 – 11,520 2,919 1,085 10 38 5 – 194 5,373 1,169 (667) 968 (427) 3,891 326 – 5,260 – – – – – – – – – – – – – – – (35,211) (35,211) $ 5,301 4,370 4,780 1,633 1,210 29 18 821 18,162 7,152 (3,793) 2,582 (1,538) 11,932 997 – 17,332 $ 40,937 $ 19,135 $ 10,633 $ (35,211) $ 35,494 $ 3,493 $ 3,091 $ $ – 868 868 3,883 2,333 6,216 3,644 7,137 25 2,007 2,032 19,352 (19,956) 482 14,019 14,501 6 29,916 29,922 1,163 4,254 – 486 486 604 3,570 1,719 5,289 – – – – – – – (3,576) (31,635) (35,211) $ 6,584 5,675 12,259 3,908 4,826 8,734 – 482 14,019 14,501 Total liabilities and shareholders’ equity $ 40,937 $ 19,135 $ 10,633 $ (35,211) $ 35,494 62 General Dynamics Annual Report 2014 R. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2014 Net cash provided by operating activities* Cash flows from investing activities: Capital expenditures Purchases of held-to-maturity securities Other, net Net cash used by investing activities Cash flows from financing activities: Purchases of common stock Dividends paid Proceeds from options exercises Other, net Net cash used by financing activities Net cash provided by discontinued operations Cash sweep/funding by parent Net decrease in cash and equivalents Cash and equivalents at beginning of year Cash and equivalents at end of year $ 2,536 $ Year Ended December 31, 2013 Net cash provided by operating activities* Cash flows from investing activities: Capital expenditures Other, net Net cash used by investing activities Cash flows from financing activities: Purchases of common stock Dividends paid Proceeds from option exercises Other, net Net cash used by financing activities Net cash used by discontinued operations Cash sweep/funding by parent Net increase in cash and equivalents Cash and equivalents at beginning of year Cash and equivalents at end of year $ 4,179 $ * Continuing operations only. (71) (500) 3 (568) (3,382) (822) 547 83 (3,574) 36 2,759 (1,643) 4,179 (1) 3 2 (740) (591) 583 23 (725) (18) 3,074 1,879 2,300 Guarantors on a Combined Basis Other Subsidiaries on a Combined Basis Parent Consolidating Adjustments $ (296) $ 2,798 $ 1,226 $ – Total Consolidated $ 3,728 (409) – (74) (483) – – – (1) (1) – (2,314) – – – (41) – (10) (51) – – – – – – (445) 730 1,122 – – – – – – – – – – – – – (521) (500) (81) (1,102) (3,382) (822) 547 82 (3,575) 36 – (913) 5,301 $ 1,852 $ – $ 4,388 Guarantors on a Combined Basis Other Subsidiaries on a Combined Basis Parent Consolidating Adjustments Total Consolidated $ (454) $ 2,810 $ 755 $ – $ 3,111 (381) 59 (322) – – – – – – (2,488) – – – (54) 11 (43) – – – – – – (586) 126 996 – – – – – – – – – – – – (436) 73 (363) (740) (591) 583 23 (725) (18) – 2,005 3,296 $ 1,122 $ – $ 5,301 General Dynamics Annual Report 2014 63 R. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2012 Net cash provided by operating activities* Cash flows from investing activities: Capital expenditures Business acquisitions, net of cash acquired Other, net Net cash used by investing activities Cash flows from financing activities: Repayment of fixed-rate notes Proceeds from fixed-rate notes Dividends paid Purchases of common stock Other, net Net cash used by financing activities Net cash provided by discontinued operations Cash sweep/funding by parent Net increase in cash and equivalents Cash and equivalents at beginning of period Guarantors on a Combined Basis Other Subsidiaries on a Combined Basis Parent Consolidating Adjustments Total Consolidated $ (541) $ 2,850 $ 297 $ – $ 2,606 (2) (121) 221 98 (2,400) 2,382 (893) (602) 154 (1,359) 65 2,465 728 1,572 (390) (297) (1) (688) – – – – (21) (21) – (2,141) – – – (44) (26) 18 (52) – – – – (2) (2) – (324) (81) 1,077 – – – – – – – – – – – – – – (436) (444) 238 (642) (2,400) 2,382 (893) (602) 131 (1,382) 65 – 647 2,649 $ 996 $ – $ 3,296 Cash and equivalents at end of period $ 2,300 $ * Continuing operations only. 64 General Dynamics Annual Report 2014 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of General Dynamics Corporation: We have audited the accompanying Consolidated Balance Sheets of General Dynamics Corporation and subsidiaries (the Company) as of December 31, 2014 and 2013, and the related Consolidated Statements of Earnings (Loss), Comprehensive Income (Loss), Cash Flows, and Shareholders’ Equity for each of the years in the three-year period ended December 31, 2014. These Consolidated Financial Statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the financial position of General Dynamics Corporation and subsidiaries as of December 31, 2014, and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), General Dynamics Corporation’s internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 9, 2015, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. McLean, Virginia February 9, 2015 KPMG LLP General Dynamics Annual Report 2014 65 SUPPLEMENTARY DATA (UNAUDITED) (Dollars in millions, except per-share amounts) 2013 2014 1Q 2Q 3Q 4Q (a) 1Q 2Q (b) 3Q 4Q (c) Revenues Operating earnings Earnings from continuing operations Discontinued operations $ 7,314 $ 7,834 $ 7,735 $ 8,047 $ 7,265 $ 7,474 $ 7,751 $ 8,362 843 570 1 961 640 – 961 652 (1) 924 624 (129) 874 596 (1) 949 646 (105) 999 694 2 1,067 737 (36) Net earnings $ 571 $ 640 $ 651 $ 495 $ 595 $ 541 $ 696 $ 701 Earnings per share – Basic (d): Continuing operations Discontinued operations $ 1.62 $ 1.82 $ 1.86 $ 1.78 $ 1.74 $ 1.92 $ – – – (0.37) – (0.31) 2.09 0.01 $ 2.23 (0.11) Net earnings $ 1.62 $ 1.82 $ 1.86 $ 1.41 $ 1.74 $ 1.61 $ 2.10 $ 2.12 Earnings per share – Diluted (d): Continuing operations Discontinued operations Net earnings Market price range: High Low $ 1.62 $ 1.81 $ 1.84 $ 1.76 $ 1.71 $ 1.88 $ – – – (0.36) – (0.30) 2.05 0.01 $ 2.19 (0.10) $ 1.62 $ 1.81 $ 1.84 $ 1.40 $ 1.71 $ 1.58 $ 2.06 $ 2.09 $ 72.01 64.47 $ 79.48 65.37 $ 89.94 77.40 $ 95.76 83.61 $113.57 93.85 $121.68 104.22 $130.17 114.04 $146.13 114.73 Dividends declared $ 0.56 $ 0.56 $ 0.56 $ 0.56 $ 0.62 $ 0.62 $ 0.62 $ 0.62 Quarterly data are based on a 13-week period. Because our fiscal year ends on December 31, the number of days in our first and fourth quarters varies slightly from year to year. (a) Fourth-quarter 2013 includes $129 loss, net of tax, in discontinued operations from the settlement of the A-12 litigation. (b) Second-quarter 2014 includes $105 loss, net of tax, in discontinued operations primarily to write down the net assets of our held-for-sale axle business to their estimated fair value. (c) Fourth-quarter 2014 includes $36 loss, net of tax, in discontinued operations primarily to true up the loss on the sale of the axle business completed in January 2015. (d) The sum of the basic and diluted earnings per share for the four quarters of the year may differ from the annual basic and diluted earnings per share due to the required method of computing the weighted average number of shares in interim periods. Diluted EPS in 2014 includes contingently issuable shares associated with our accelerated share repurchase program that was completed in the fourth quarter of 2014. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Our management, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2014 (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2014, our disclosure controls and procedures were effective. The certifications of the company’s Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act have been filed as Exhibits 31.1 and 31.2 to this report. 66 General Dynamics Annual Report 2014 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING To the Shareholders of General Dynamics Corporation: The management of General Dynamics Corporation is responsible for establishing and maintaining adequate internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2014. In making this evaluation, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control (COSO) – Integrated Framework (2013). Based on our evaluation we believe that, as of December 31, 2014, our internal control over financial reporting is effective based on those criteria. KPMG LLP has issued an audit report on the effectiveness of our internal control over financial reporting. The KPMG report immediately follows this report. Phebe N. Novakovic Chairman and Chief Executive Officer Jason W. Aiken Senior Vice President and Chief Financial Officer General Dynamics Annual Report 2014 67 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of General Dynamics Corporation: We have audited General Dynamics Corporation’s internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). General Dynamics Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, General Dynamics Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Consolidated Balance Sheets of General Dynamics Corporation and subsidiaries as of December 31, 2014 and 2013, and the related Consolidated Statements of Earnings (Loss), Comprehensive Income (Loss), Cash Flows and Shareholders’ Equity for each of the years in the three-year period ended December 31, 2014, and our report dated February 9, 2015, expressed an unqualified opinion on those Consolidated Financial Statements. McLean, Virginia February 9, 2015 KPMG LLP 68 General Dynamics Annual Report 2014 CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no significant changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required to be set forth herein, except for the information included under Executive Officers of the Company in Part I, is included in the sections entitled “Election of the Board of Directors of the Company,” “Governance of the Company – Our Culture of Ethics,” “Audit Committee Report” and “Other Information – Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement for our 2015 annual shareholders meeting (the Proxy Statement), which sections are incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION The information required to be set forth herein is included in the sections entitled “Governance of the Company – Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation” and “Compensation Committee Report” in our Proxy Statement, which sections are incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required to be set forth herein is included in the sections entitled “Security Ownership of Management” and “Security Ownership of Certain Beneficial Owners” in our Proxy Statement, which sections are incorporated herein by reference. The information required to be set forth herein with respect to securities authorized for issuance under our equity compensation plans is included in the section entitled “Equity Compensation Plan Information” in our Proxy Statement, which section is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required to be set forth herein is included in the sections entitled “Governance of the Company – Related Person Transactions Policy” and “Governance of the Company – Director Independence” in our Proxy Statement, which sections are incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required to be set forth herein is included in the section entitled “Selection of Independent Auditors – Audit and Non-Audit Fees” in our Proxy Statement, which section is incorporated herein by reference. General Dynamics Annual Report 2014 69 PART IV ITEM 15. EXHIBITS 1. Consolidated Financial Statements Consolidated Statements of Earnings (Loss) Consolidated Statements of Comprehensive Income (Loss) Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Shareholders’ Equity Notes to Consolidated Financial Statements (A to R) 2. Exhibits See Index on pages 72 through 73 of this Annual Report on Form 10-K for the year ended December 31, 2014. 70 General Dynamics Annual Report 2014 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GENERAL DYNAMICS CORPORATION by Kimberly A. Kuryea Vice President and Controller Dated: February 9, 2015 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below on February 9, 2015, by the following persons on behalf of the Registrant and in the capacities indicated, including a majority of the directors. Phebe N. Novakovic (Principal Executive Officer) Chairman, Chief Executive Officer and Director Jason W. Aiken (Principal Financial Officer) Senior Vice President and Chief Financial Officer Kimberly A. Kuryea * Mary T. Barra * Nicholas D. Chabraja * James S. Crown * Rudy F. deLeon * William P. Fricks * John M. Keane * Lester L. Lyles * James N. Mattis * William A. Osborn * Laura J. Schumacher * Robert Walmsley Vice President and Controller (Principal Accounting Officer) Director Director Director Director Director Director Director Director Director Director Director * By Gregory S. Gallopoulos pursuant to a Power of Attorney executed by the directors listed above, which Power of Attorney has been filed as an exhibit hereto and incorporated herein by reference thereto. Gregory S. Gallopoulos Senior Vice President, General Counsel and Secretary General Dynamics Annual Report 2014 71 INDEX TO EXHIBITS – GENERAL DYNAMICS CORPORATION COMMISSION FILE NO. 1-3671 Exhibits listed below, which have been filed with the Commission pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and which were filed as noted below, are hereby incorporated by reference and made a part of this report with the same effect as if filed herewith. Exhibit Number Description 3.1 3.2 4.1 4.2 4.3 10.1* 10.2* 10.3* 10.4* 10.5* 10.6* 10.7* 10.8* 10.9* Restated Certificate of Incorporation of the company (incorporated herein by reference from the company’s current report on Form 8-K, filed with the Commission October 7, 2004) Amended and Restated Bylaws of General Dynamics Corporation (as amended effective February 4, 2009) (incorporated herein by reference from the company’s current report on Form 8-K, filed with the Commission February 5, 2009) Indenture dated as of August 27, 2001, among the company, the Guarantors (as defined therein) and The Bank of New York, as Trustee (incorporated herein by reference from the company’s registration statement on Form S-4, filed with the Commission January 18, 2002) Sixth Supplemental Indenture dated as of July 12, 2011, among the company, the Guarantors (as defined therein) and The Bank of New York Mellon, as Trustee (incorporated herein by reference from the company’s current report on Form 8-K, filed with the Commission July 12, 2011) Seventh Supplemental Indenture dated as of November 6, 2012, among the company, the Guarantors (as defined therein) and The Bank of New York Mellon, as Trustee (incorporated herein by reference from the company’s current report on Form 8-K, filed with the Commission November 6, 2012) General Dynamics Corporation 2009 Equity Compensation Plan (incorporated herein by reference from the company’s registration statement on Form S-8 (No. 333-159038) filed with the Commission May 7, 2009) Form of Incentive Stock Option Agreement pursuant to the General Dynamics Corporation 2009 Equity Compensation Plan (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the quarter ended July 5, 2009, filed with the Commission August 4, 2009) Form of Non-Statutory Stock Option Agreement pursuant to the General Dynamics Corporation 2009 Equity Compensation Plan (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the quarter ended July 5, 2009, filed with the Commission August 4, 2009) General Dynamics Corporation 2012 Equity Compensation Plan (incorporated herein by reference from the company’s registration statement on Form S-8 (No. 333-181124) filed with the Commission May 3, 2012) Form of Non-Statutory Stock Option Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the quarter ended July 1, 2012, filed with the Commission August 1, 2012) Form of Non-Statutory Stock Option Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (for certain executive officers who are subject to the General Dynamics Corporation Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended March 30, 2014, filed with the Commission April 23, 2014) Form of Restricted Stock Award Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the quarter ended July 1, 2012, filed with the Commission August 1, 2012) Form of Restricted Stock Award Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (for certain executive officers who are subject to the General Dynamics Corporation Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended March 30, 2014, filed with the Commission April 23, 2014) Form of Restricted Stock Unit Award Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the quarter ended July 1, 2012, filed with the Commission August 1, 2012) 72 General Dynamics Annual Report 2014 INDEX TO EXHIBITS – GENERAL DYNAMICS CORPORATION COMMISSION FILE NO. 1-3671 Exhibit Number 10.10* 10.11* 10.12* 10.13* 10.14* 10.15* 10.16* 10.17* 10.18* 10.19* Description Form of Performance Restricted Stock Unit Award Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the quarter ended July 1, 2012, filed with the Commission August 1, 2012) Form of Performance Restricted Stock Unit Award Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (for certain executive officers who are subject to the General Dynamics Corporation Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended March 30, 2014, filed with the Commission April 23, 2014) Successor Retirement Plan for Directors (incorporated herein by reference from the company’s annual report on Form 10-K for the year ended December 31, 2003, filed with the Commission March 5, 2004) General Dynamics United Kingdom Share Save Plan (incorporated herein by reference from the company’s annual report on Form 10-K for the year ended December 31, 2002, filed with the Commission March 24, 2003) 2009 General Dynamics United Kingdom Share Save Plan (incorporated herein by reference from the company’s registration statement on Form S-8 (No. 333-159045) filed with the Commission May 7, 2009) General Dynamics Corporation Supplemental Savings Plan, amended and restated effective as of January 1, 2014 (incorporated herein by reference from the company’s annual report on Form 10-K for the year ended December 31, 2013, filed with the Commission on February 7, 2014) Amendment to General Dynamics Corporation Supplemental Savings Plan, effective January 5, 2015** Form of Severance Protection Agreement entered into by substantially all executive officers elected prior to April 23, 2009 (incorporated herein by reference from the company’s annual report on Form 10-K for the year ended December 31, 2008, filed with the Commission February 20, 2009) Form of Severance Protection Agreement entered into by substantially all executive officers elected on or after April 23, 2009 (incorporated herein by reference from the company’s annual report on Form 10-K for the year ended December 31, 2009, filed with the Commission February 19, 2010) General Dynamics Corporation Supplemental Retirement Plan, restated effective January 1, 2010 (incorporating amendments through March 31, 2011) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the quarterly period ended April 3, 2011, filed with the Commission May 3, 2011) 10.20* Amendment to General Dynamics Corporation Supplemental Retirement Plan, effective January 5, 2015** 21 23 24 31.1 31.2 32.1 32.2 Subsidiaries** Consent of Independent Registered Public Accounting Firm** Power of Attorney** Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** 101 Interactive Data File** Indicates a management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of Form 10-K. * ** Filed herewith. General Dynamics Annual Report 2014 73 Board of Directors Phebe N. Novakovic Chairman and Chief Executive Officer Mary T. Barra Chief Executive Officer General Motors Company James S. Crown President Henry Crown and Company John M. Keane General U.S. Army (Retired) William A. Osborn Former Chairman and Chief Executive Officer Northern Trust Corporation Rudy F. deLeon Senior Fellow Center for American Progress Lester L. Lyles General U.S. Air Force (Retired) Laura J. Schumacher Executive Vice President AbbVie Inc. Nicholas D. Chabraja Former Chairman and Chief Executive Officer General Dynamics William P. Fricks Former Chairman and Chief Executive Officer Newport News Shipbuilding Inc. James N. Mattis General U.S. Marine Corps (Retired) Sir Robert Walmsley Former U.K. Chief of Defence Procurement 74 General Dynamics Annual Report 2014 Corporate Office Phebe N. Novakovic Chairman and Chief Executive Officer Jason W. Aiken Senior Vice President and Chief Financial Officer Gregory S. Gallopoulos Senior Vice President General Counsel and Secretary Robert W. Helm Senior Vice President Planning and Development Walter M. Oliver Senior Vice President Human Resources and Administration David H. Fogg Vice President Treasurer M. Amy Gilliland Vice President Human Resources Kenneth R. Hayduk Vice President Tax Thomas W. Kirchmaier Vice President Special Projects Henry C. Eickelberg Vice President Human Resources and Shared Services Kimberly A. Kuryea Vice President Controller Business Groups Aerospace Combat Systems Marine Systems Joseph T. Lombardo Executive Vice President Mark C. Roualet Executive Vice President John P. Casey Executive Vice President Alfonso J. Ramonet Vice President President European Land Systems Jeffrey S. Geiger Vice President President Electric Boat Gary L. Whited Vice President President Land Systems Michael S. Wilson Vice President President Ordnance and Tactical Systems Frederick J. Harris Vice President President Bath Iron Works and NASSCO Michael J. Mulligan Vice President General Manager Bath Iron Works Ira P. Berman Vice President Senior Vice President Administration and General Counsel Gulfstream Aerospace Mark Burns Vice President President Product Support Gulfstream Aerospace Daniel G. Clare Vice President Senior Vice President Chief Financial Officer Gulfstream Aerospace Larry R. Flynn Vice President President Gulfstream Aerospace Robert E. Smith Vice President President Jet Aviation Information Systems and Technology S. Daniel Johnson Executive Vice President President Information Technology Christopher Marzilli Vice President President Mission Systems General Dynamics Annual Report 2014 75 Corporate Information Corporate Headquarters General Dynamics 2941 Fairview Park Drive Suite 100 Falls Church, VA 22042 (703) 876-3000 Annual Meeting Transfer Agent, Registrar and Dividend Disbursing Agent Auditors Computershare Investor Services P.O. Box 30170 College Station, TX 77842-3170 (800) 519-3111 www.computershare.com KPMG LLP 1676 International Drive McLean, VA 22102 (703) 286-8000 Shares Listed New York Stock Exchange Ticker symbol: GD The annual meeting of General Dynamics’ shareholders will be held on Wednesday, May 6, 2015, at the company’s headquarters in Falls Church, Virginia. A formal notice and proxy will be distributed before the meeting to shareholders entitled to vote. 76 General Dynamics Annual Report 2014 2941 Fairview Park Drive Suite 100 Falls Church, VA 22042 www.generaldynamics.com