Delaware
|
|
13-1673581
|
State or other jurisdiction of incorporation or organization
|
|
I.R.S. employer identification no.
|
|
|
|
2941 Fairview Park Drive, Suite 100
Falls Church, Virginia
|
|
22042-4513
|
Address of principal executive offices
|
|
Zip code
|
|
|
|
PART I -
|
PAGE
|
|
Item 1 -
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 2 -
|
||
Item 3 -
|
||
Item 4 -
|
||
|
||
PART II -
|
||
Item 1 -
|
||
Item 1A -
|
||
Item 2 -
|
||
Item 6 -
|
||
|
|
Three Months Ended
|
||||||
(Dollars in millions, except per-share amounts)
|
April 3, 2016
|
|
April 5, 2015
|
||||
Revenue:
|
|
|
|
||||
Products
|
$
|
4,864
|
|
|
$
|
4,932
|
|
Services
|
2,860
|
|
|
2,852
|
|
||
|
7,724
|
|
|
7,784
|
|
||
Operating costs and expenses:
|
|
|
|
||||
Products
|
3,784
|
|
|
3,819
|
|
||
Services
|
2,427
|
|
|
2,435
|
|
||
General and administrative (G&A)
|
460
|
|
|
503
|
|
||
|
6,671
|
|
|
6,757
|
|
||
Operating earnings
|
1,053
|
|
|
1,027
|
|
||
Interest, net
|
(22
|
)
|
|
(21
|
)
|
||
Other, net
|
10
|
|
|
3
|
|
||
Earnings from continuing operations before income tax
|
1,041
|
|
|
1,009
|
|
||
Provision for income tax, net
|
311
|
|
|
293
|
|
||
Earnings from continuing operations
|
730
|
|
|
716
|
|
||
Discontinued operations
|
(13
|
)
|
|
—
|
|
||
Net earnings
|
$
|
717
|
|
|
$
|
716
|
|
|
|
|
|
||||
Earnings per share
|
|
|
|
||||
Basic:
|
|
|
|
||||
Continuing operations
|
$
|
2.37
|
|
|
$
|
2.18
|
|
Discontinued operations
|
(0.04
|
)
|
|
—
|
|
||
Net earnings
|
$
|
2.33
|
|
|
$
|
2.18
|
|
Diluted:
|
|
|
|
||||
Continuing operations
|
$
|
2.34
|
|
|
$
|
2.14
|
|
Discontinued operations
|
(0.04
|
)
|
|
—
|
|
||
Net earnings
|
$
|
2.30
|
|
|
$
|
2.14
|
|
|
Three Months Ended
|
||||||
(Dollars in millions)
|
April 3, 2016
|
|
April 5, 2015
|
||||
Net earnings
|
$
|
717
|
|
|
$
|
716
|
|
Gains (losses) on cash flow hedges
|
182
|
|
|
(383
|
)
|
||
Unrealized (losses) gains on securities
|
(9
|
)
|
|
2
|
|
||
Foreign currency translation adjustments
|
181
|
|
|
(104
|
)
|
||
Change in retirement plans' funded status
|
60
|
|
|
97
|
|
||
Other comprehensive income (loss), pretax
|
414
|
|
|
(388
|
)
|
||
Provision (benefit) for income tax, net
|
69
|
|
|
(104
|
)
|
||
Other comprehensive income (loss), net of tax
|
345
|
|
|
(284
|
)
|
||
Comprehensive income
|
$
|
1,062
|
|
|
$
|
432
|
|
|
(Unaudited)
|
|
|
||||
(Dollars in millions)
|
April 3, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and equivalents
|
$
|
1,907
|
|
|
$
|
2,785
|
|
Accounts receivable
|
3,654
|
|
|
3,446
|
|
||
Contracts in process
|
4,705
|
|
|
4,357
|
|
||
Inventories
|
3,504
|
|
|
3,366
|
|
||
Other current assets
|
418
|
|
|
617
|
|
||
Total current assets
|
14,188
|
|
|
14,571
|
|
||
Noncurrent assets:
|
|
|
|
||||
Property, plant and equipment, net
|
3,477
|
|
|
3,466
|
|
||
Intangible assets, net
|
759
|
|
|
763
|
|
||
Goodwill
|
11,595
|
|
|
11,443
|
|
||
Other assets
|
1,683
|
|
|
1,754
|
|
||
Total noncurrent assets
|
17,514
|
|
|
17,426
|
|
||
Total assets
|
$
|
31,702
|
|
|
$
|
31,997
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt and current portion of long-term debt
|
$
|
501
|
|
|
$
|
501
|
|
Accounts payable
|
2,150
|
|
|
1,964
|
|
||
Customer advances and deposits
|
5,560
|
|
|
5,674
|
|
||
Other current liabilities
|
4,212
|
|
|
4,306
|
|
||
Total current liabilities
|
12,423
|
|
|
12,445
|
|
||
Noncurrent liabilities:
|
|
|
|
||||
Long-term debt
|
2,899
|
|
|
2,898
|
|
||
Other liabilities
|
5,798
|
|
|
5,916
|
|
||
Commitments and contingencies (See Note L)
|
|
|
|
|
|
||
Total noncurrent liabilities
|
8,697
|
|
|
8,814
|
|
||
Shareholders' equity:
|
|
|
|
||||
Common stock
|
482
|
|
|
482
|
|
||
Surplus
|
2,740
|
|
|
2,730
|
|
||
Retained earnings
|
23,687
|
|
|
23,204
|
|
||
Treasury stock
|
(13,386
|
)
|
|
(12,392
|
)
|
||
Accumulated other comprehensive loss
|
(2,941
|
)
|
|
(3,286
|
)
|
||
Total shareholders' equity
|
10,582
|
|
|
10,738
|
|
||
Total liabilities and shareholders' equity
|
$
|
31,702
|
|
|
$
|
31,997
|
|
|
Three Months Ended
|
||||||
(Dollars in millions)
|
April 3, 2016
|
|
April 5, 2015
|
||||
Cash flows from operating activities - continuing operations:
|
|
|
|
||||
Net earnings
|
$
|
717
|
|
|
$
|
716
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation of property, plant and equipment
|
90
|
|
|
94
|
|
||
Amortization of intangible assets
|
27
|
|
|
30
|
|
||
Equity-based compensation expense
|
27
|
|
|
40
|
|
||
Excess tax benefit from equity-based compensation
|
(15
|
)
|
|
(30
|
)
|
||
Deferred income tax provision
|
20
|
|
|
(8
|
)
|
||
Discontinued operations
|
13
|
|
|
—
|
|
||
(Increase) decrease in assets, net of effects of business acquisitions:
|
|
|
|
||||
Accounts receivable
|
(195
|
)
|
|
388
|
|
||
Contracts in process
|
(337
|
)
|
|
152
|
|
||
Inventories
|
(133
|
)
|
|
(183
|
)
|
||
Increase (decrease) in liabilities, net of effects of business acquisitions:
|
|
|
|
||||
Accounts payable
|
179
|
|
|
210
|
|
||
Customer advances and deposits
|
(209
|
)
|
|
(871
|
)
|
||
Income taxes payable
|
268
|
|
|
251
|
|
||
Other current liabilities
|
(70
|
)
|
|
(38
|
)
|
||
Other, net
|
57
|
|
|
(6
|
)
|
||
Net cash provided by operating activities
|
439
|
|
|
745
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(65
|
)
|
|
(98
|
)
|
||
Maturities of held-to-maturity securities
|
—
|
|
|
500
|
|
||
Other, net
|
(53
|
)
|
|
94
|
|
||
Net cash (used) provided by investing activities
|
(118
|
)
|
|
496
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Purchases of common stock
|
(1,026
|
)
|
|
(620
|
)
|
||
Dividends paid
|
(215
|
)
|
|
(206
|
)
|
||
Proceeds from stock option exercises
|
33
|
|
|
87
|
|
||
Repayment of fixed-rate notes
|
—
|
|
|
(500
|
)
|
||
Other, net
|
15
|
|
|
30
|
|
||
Net cash used by financing activities
|
(1,193
|
)
|
|
(1,209
|
)
|
||
Net cash used by discontinued operations
|
(6
|
)
|
|
(8
|
)
|
||
Net (decrease) increase in cash and equivalents
|
(878
|
)
|
|
24
|
|
||
Cash and equivalents at beginning of period
|
2,785
|
|
|
4,388
|
|
||
Cash and equivalents at end of period
|
$
|
1,907
|
|
|
$
|
4,412
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash payments for:
|
|
|
|
||||
Income taxes
|
$
|
21
|
|
|
$
|
53
|
|
Interest
|
$
|
16
|
|
|
$
|
19
|
|
|
Common Stock
|
|
Retained
|
|
Treasury
|
|
Accumulated
Other
Comprehensive
|
|
Total
Shareholders’
|
||||||||||||||
(Dollars in millions)
|
Par
|
|
Surplus
|
|
Earnings
|
|
Stock
|
|
Loss
|
|
Equity
|
||||||||||||
December 31, 2015
|
$
|
482
|
|
|
$
|
2,730
|
|
|
$
|
23,204
|
|
|
$
|
(12,392
|
)
|
|
$
|
(3,286
|
)
|
|
$
|
10,738
|
|
Net earnings
|
—
|
|
|
—
|
|
|
717
|
|
|
—
|
|
|
—
|
|
|
717
|
|
||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
(234
|
)
|
|
—
|
|
|
—
|
|
|
(234
|
)
|
||||||
Equity-based awards
|
—
|
|
|
10
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
55
|
|
||||||
Shares purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,039
|
)
|
|
—
|
|
|
(1,039
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
345
|
|
|
345
|
|
||||||
April 3, 2016
|
$
|
482
|
|
|
$
|
2,740
|
|
|
$
|
23,687
|
|
|
$
|
(13,386
|
)
|
|
$
|
(2,941
|
)
|
|
$
|
10,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
December 31, 2014
|
$
|
482
|
|
|
$
|
2,548
|
|
|
$
|
21,127
|
|
|
$
|
(9,396
|
)
|
|
$
|
(2,932
|
)
|
|
$
|
11,829
|
|
Net earnings
|
—
|
|
|
—
|
|
|
716
|
|
|
—
|
|
|
—
|
|
|
716
|
|
||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
(228
|
)
|
|
—
|
|
|
—
|
|
|
(228
|
)
|
||||||
Equity-based awards
|
—
|
|
|
40
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
121
|
|
||||||
Shares purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
(634
|
)
|
|
—
|
|
|
(634
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(284
|
)
|
|
(284
|
)
|
||||||
April 5, 2015
|
$
|
482
|
|
|
$
|
2,588
|
|
|
$
|
21,615
|
|
|
$
|
(9,949
|
)
|
|
$
|
(3,216
|
)
|
|
$
|
11,520
|
|
•
|
ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires the recognition of lease rights and obligations as assets and liabilities on the balance sheet. Previously, lessees were not required to recognize on the balance sheet assets and liabilities arising from operating leases. The ASU also requires disclosure of key information about leasing arrangements. ASU 2016-02 is effective on January 1, 2019, using the modified retrospective method of adoption, with early adoption permitted. We have not yet determined the effect of the ASU on our Consolidated Financial Statements nor have we selected a transition date.
|
•
|
ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 impacts several aspects of the accounting for share-based payment transactions, including classification of certain items on the Consolidated Statement of Cash Flows and accounting for income taxes. Specifically, the ASU requires that excess tax benefits and tax deficiencies (the difference between the deduction for tax purposes and the compensation cost recognized for financial reporting purposes) be recognized as income tax expense or benefit in the Consolidated Statement of Earnings, introducing a new element of volatility to the provision for income taxes. ASU 2016-09 is effective on January 1, 2017, with early adoption permitted. The transition method varies for each of the areas in the ASU. We have not yet determined the effect of the ASU on our Consolidated Financial Statements nor have we selected a transition date.
|
|
Aerospace
|
|
Combat Systems
|
|
Information Systems and Technology
|
|
Marine Systems
|
|
Total
Goodwill
|
||||||||||
December 31, 2015 (a)
|
$
|
2,542
|
|
|
$
|
2,591
|
|
|
$
|
6,021
|
|
|
$
|
289
|
|
|
$
|
11,443
|
|
Acquisitions (b)
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||
Other (c)
|
68
|
|
|
57
|
|
|
10
|
|
|
—
|
|
|
135
|
|
|||||
April 3, 2016
|
$
|
2,627
|
|
|
$
|
2,648
|
|
|
$
|
6,031
|
|
|
$
|
289
|
|
|
$
|
11,595
|
|
|
Gross Carrying Amount (a)
|
Accumulated Amortization
|
Net Carrying Amount
|
|
Gross Carrying Amount (a)
|
Accumulated Amortization
|
Net Carrying Amount
|
||||||||||||
|
April 3, 2016
|
|
December 31, 2015
|
||||||||||||||||
Contract and program intangible assets (b)
|
$
|
1,634
|
|
$
|
(1,236
|
)
|
$
|
398
|
|
|
$
|
1,626
|
|
$
|
(1,214
|
)
|
$
|
412
|
|
Trade names and trademarks
|
472
|
|
(134
|
)
|
338
|
|
|
455
|
|
(127
|
)
|
328
|
|
||||||
Technology and software
|
120
|
|
(97
|
)
|
23
|
|
|
119
|
|
(96
|
)
|
23
|
|
||||||
Other intangible assets
|
154
|
|
(154
|
)
|
—
|
|
|
154
|
|
(154
|
)
|
—
|
|
||||||
Total intangible assets
|
$
|
2,380
|
|
$
|
(1,621
|
)
|
$
|
759
|
|
|
$
|
2,354
|
|
$
|
(1,591
|
)
|
$
|
763
|
|
(a)
|
Change in gross carrying amounts consists primarily of adjustments for foreign currency translation and acquired intangible assets.
|
(b)
|
Consists of acquired backlog and probable follow-on work and associated customer relationships.
|
Three Months Ended
|
April 3, 2016
|
April 5, 2015
|
||
Basic weighted average shares outstanding
|
307,928
|
|
329,154
|
|
Dilutive effect of stock options and restricted stock/RSUs*
|
4,418
|
|
5,528
|
|
Diluted weighted average shares outstanding
|
312,346
|
|
334,682
|
|
•
|
Level 1 – quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2 – inputs, other than quoted prices, observable by a marketplace participant either directly or indirectly; and
|
•
|
Level 3 – unobservable inputs significant to the fair value measurement.
|
|
Carrying
Value
|
|
Fair
Value
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2) (b)
|
||||||||
Financial Assets (Liabilities) (a)
|
April 3, 2016
|
||||||||||||||
Available-for-sale securities
|
$
|
186
|
|
|
$
|
186
|
|
|
$
|
93
|
|
|
$
|
93
|
|
Derivatives
|
(485
|
)
|
|
(485
|
)
|
|
—
|
|
|
(485
|
)
|
||||
Long-term debt, including current portion
|
(3,426
|
)
|
|
(3,475
|
)
|
|
—
|
|
|
(3,475
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2015
|
||||||||||||||
Available-for-sale securities
|
186
|
|
|
186
|
|
|
124
|
|
|
62
|
|
||||
Derivatives
|
(673
|
)
|
|
(673
|
)
|
|
—
|
|
|
(673
|
)
|
||||
Long-term debt, including current portion
|
(3,425
|
)
|
|
(3,381
|
)
|
|
—
|
|
|
(3,381
|
)
|
|
April 3, 2016
|
|
December 31, 2015
|
||||
Current deferred tax asset
|
$
|
11
|
|
|
$
|
3
|
|
Current deferred tax liability
|
(819
|
)
|
|
(829
|
)
|
||
Noncurrent deferred tax asset
|
1,177
|
|
|
1,272
|
|
||
Noncurrent deferred tax liability
|
(84
|
)
|
|
(75
|
)
|
||
Net deferred tax asset
|
$
|
285
|
|
|
$
|
371
|
|
|
April 3, 2016
|
|
December 31, 2015
|
||||
Contract costs and estimated profits
|
$
|
24,969
|
|
|
$
|
20,742
|
|
Other contract costs
|
907
|
|
|
965
|
|
||
|
25,876
|
|
|
21,707
|
|
||
Advances and progress payments
|
(21,171
|
)
|
|
(17,350
|
)
|
||
Total contracts in process
|
$
|
4,705
|
|
|
$
|
4,357
|
|
|
April 3, 2016
|
|
December 31, 2015
|
||||
Work in process
|
$
|
2,055
|
|
|
$
|
1,889
|
|
Raw materials
|
1,346
|
|
|
1,376
|
|
||
Finished goods
|
32
|
|
|
28
|
|
||
Pre-owned aircraft
|
71
|
|
|
73
|
|
||
Total inventories
|
$
|
3,504
|
|
|
$
|
3,366
|
|
|
|
April 3, 2016
|
|
December 31, 2015
|
||||
Fixed-rate notes due:
|
Interest rate
|
|
|
|
||||
July 2016
|
2.250%
|
500
|
|
|
500
|
|
||
November 2017
|
1.000%
|
900
|
|
|
900
|
|
||
July 2021
|
3.875%
|
500
|
|
|
500
|
|
||
November 2022
|
2.250%
|
1,000
|
|
|
1,000
|
|
||
November 2042
|
3.600%
|
500
|
|
|
500
|
|
||
Other
|
Various
|
26
|
|
|
25
|
|
||
Total debt - principal
|
|
3,426
|
|
|
3,425
|
|
||
Less unamortized debt issuance costs and discounts
|
|
26
|
|
|
26
|
|
||
Total debt
|
|
3,400
|
|
|
3,399
|
|
||
Less current portion
|
|
501
|
|
|
501
|
|
||
Long-term debt
|
|
$
|
2,899
|
|
|
$
|
2,898
|
|
|
April 3, 2016
|
|
December 31, 2015
|
||||
Deferred income taxes
|
$
|
819
|
|
|
$
|
829
|
|
Salaries and wages
|
607
|
|
|
648
|
|
||
Fair value of cash flow hedges
|
561
|
|
|
780
|
|
||
Workers' compensation
|
353
|
|
|
369
|
|
||
Retirement benefits
|
301
|
|
|
304
|
|
||
Other (a)
|
1,571
|
|
|
1,376
|
|
||
Total other current liabilities
|
$
|
4,212
|
|
|
$
|
4,306
|
|
|
|
|
|
||||
Retirement benefits
|
$
|
4,199
|
|
|
$
|
4,251
|
|
Customer deposits on commercial contracts
|
415
|
|
|
506
|
|
||
Deferred income taxes
|
84
|
|
|
75
|
|
||
Other (b)
|
1,100
|
|
|
1,084
|
|
||
Total other liabilities
|
$
|
5,798
|
|
|
$
|
5,916
|
|
|
Losses on Cash Flow Hedges
|
Unrealized Gains on Securities
|
Foreign Currency Translation Adjustments
|
Changes in Retirement Plans’ Funded Status
|
AOCL
|
||||||||||
December 31, 2015
|
$
|
(487
|
)
|
$
|
20
|
|
$
|
178
|
|
$
|
(2,997
|
)
|
$
|
(3,286
|
)
|
Other comprehensive income, pretax
|
182
|
|
(9
|
)
|
181
|
|
60
|
|
414
|
|
|||||
Provision for income tax, net
|
45
|
|
(3
|
)
|
5
|
|
22
|
|
69
|
|
|||||
Other comprehensive income, net of tax
|
137
|
|
(6
|
)
|
176
|
|
38
|
|
345
|
|
|||||
April 3, 2016
|
$
|
(350
|
)
|
$
|
14
|
|
$
|
354
|
|
$
|
(2,959
|
)
|
$
|
(2,941
|
)
|
December 31, 2014
|
$
|
(173
|
)
|
$
|
22
|
|
$
|
541
|
|
$
|
(3,322
|
)
|
$
|
(2,932
|
)
|
Other comprehensive loss, pretax
|
(383
|
)
|
2
|
|
(104
|
)
|
97
|
|
(388
|
)
|
|||||
Benefit for income tax, net
|
(135
|
)
|
2
|
|
(5
|
)
|
34
|
|
(104
|
)
|
|||||
Other comprehensive loss, net of tax
|
(248
|
)
|
—
|
|
(99
|
)
|
63
|
|
(284
|
)
|
|||||
April 5, 2015
|
$
|
(421
|
)
|
$
|
22
|
|
$
|
442
|
|
$
|
(3,259
|
)
|
$
|
(3,216
|
)
|
Three Months Ended
|
April 3, 2016
|
|
April 5, 2015
|
||||
Beginning balance
|
$
|
465
|
|
|
$
|
428
|
|
Warranty expense
|
27
|
|
|
31
|
|
||
Payments
|
(22
|
)
|
|
(29
|
)
|
||
Adjustments
|
(1
|
)
|
|
—
|
|
||
Ending balance
|
$
|
469
|
|
|
$
|
430
|
|
|
Pension Benefits
|
Other Post-retirement Benefits
|
||||||||||||
Three Months Ended
|
April 3, 2016
|
|
April 5, 2015
|
April 3, 2016
|
|
April 5, 2015
|
||||||||
Service cost
|
$
|
44
|
|
|
$
|
57
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
114
|
|
|
133
|
|
8
|
|
|
11
|
|
||||
Expected return on plan assets
|
(178
|
)
|
|
(174
|
)
|
(8
|
)
|
|
(8
|
)
|
||||
Recognized net actuarial loss
|
84
|
|
|
110
|
|
(1
|
)
|
|
2
|
|
||||
Amortization of prior service credit
|
(17
|
)
|
|
(17
|
)
|
(2
|
)
|
|
(1
|
)
|
||||
Net periodic benefit cost
|
$
|
47
|
|
|
$
|
109
|
|
$
|
—
|
|
|
$
|
7
|
|
|
Revenue
|
Operating Earnings
|
||||||||||
Three Months Ended
|
April 3, 2016
|
April 5, 2015
|
April 3, 2016
|
April 5, 2015
|
||||||||
Aerospace
|
$
|
1,987
|
|
$
|
2,108
|
|
$
|
411
|
|
$
|
431
|
|
Combat Systems
|
1,273
|
|
1,363
|
|
217
|
|
204
|
|
||||
Information Systems and Technology
|
2,333
|
|
2,370
|
|
248
|
|
217
|
|
||||
Marine Systems
|
2,131
|
|
1,943
|
|
192
|
|
188
|
|
||||
Corporate*
|
—
|
|
—
|
|
(15
|
)
|
(13
|
)
|
||||
Total
|
$
|
7,724
|
|
$
|
7,784
|
|
$
|
1,053
|
|
$
|
1,027
|
|
Three Months Ended April 3, 2016
|
Parent
|
Guarantors
on a
Combined
Basis
|
Other
Subsidiaries
on a
Combined
Basis
|
Consolidating
Adjustments
|
Total
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
$
|
6,816
|
|
$
|
908
|
|
$
|
—
|
|
$
|
7,724
|
|
Cost of sales
|
4
|
|
5,510
|
|
697
|
|
—
|
|
6,211
|
|
|||||
G&A
|
11
|
|
378
|
|
71
|
|
—
|
|
460
|
|
|||||
Operating earnings
|
(15
|
)
|
928
|
|
140
|
|
—
|
|
1,053
|
|
|||||
Interest, net
|
(23
|
)
|
—
|
|
1
|
|
—
|
|
(22
|
)
|
|||||
Other, net
|
10
|
|
—
|
|
—
|
|
—
|
|
10
|
|
|||||
Earnings before income tax
|
(28
|
)
|
928
|
|
141
|
|
—
|
|
1,041
|
|
|||||
Provision for income tax, net
|
(12
|
)
|
297
|
|
26
|
|
—
|
|
311
|
|
|||||
Discontinued operations
|
(13
|
)
|
—
|
|
—
|
|
—
|
|
(13
|
)
|
|||||
Equity in net earnings of subsidiaries
|
746
|
|
—
|
|
—
|
|
(746
|
)
|
—
|
|
|||||
Net earnings
|
$
|
717
|
|
$
|
631
|
|
$
|
115
|
|
$
|
(746
|
)
|
$
|
717
|
|
Comprehensive income
|
$
|
1,062
|
|
$
|
632
|
|
$
|
429
|
|
$
|
(1,061
|
)
|
$
|
1,062
|
|
Three Months Ended April 5, 2015
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
—
|
|
$
|
6,768
|
|
$
|
1,016
|
|
$
|
—
|
|
$
|
7,784
|
|
Cost of sales
|
1
|
|
5,462
|
|
791
|
|
—
|
|
6,254
|
|
|||||
G&A
|
12
|
|
416
|
|
75
|
|
—
|
|
503
|
|
|||||
Operating earnings
|
(13
|
)
|
890
|
|
150
|
|
—
|
|
1,027
|
|
|||||
Interest, net
|
(23
|
)
|
1
|
|
1
|
|
—
|
|
(21
|
)
|
|||||
Other, net
|
1
|
|
2
|
|
—
|
|
—
|
|
3
|
|
|||||
Earnings before income tax
|
(35
|
)
|
893
|
|
151
|
|
—
|
|
1,009
|
|
|||||
Provision for income tax, net
|
(25
|
)
|
290
|
|
28
|
|
—
|
|
293
|
|
|||||
Equity in net earnings of subsidiaries
|
726
|
|
—
|
|
—
|
|
(726
|
)
|
—
|
|
|||||
Net earnings
|
$
|
716
|
|
$
|
603
|
|
$
|
123
|
|
$
|
(726
|
)
|
$
|
716
|
|
Comprehensive income
|
$
|
432
|
|
$
|
606
|
|
$
|
(224
|
)
|
$
|
(382
|
)
|
$
|
432
|
|
April 3, 2016
|
Parent
|
Guarantors
on a
Combined
Basis
|
Other
Subsidiaries
on a
Combined
Basis
|
Consolidating
Adjustments
|
Total
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
||||||||||
Cash and equivalents
|
$
|
986
|
|
$
|
—
|
|
$
|
921
|
|
$
|
—
|
|
$
|
1,907
|
|
Accounts receivable
|
—
|
|
1,251
|
|
2,403
|
|
—
|
|
3,654
|
|
|||||
Contracts in process
|
467
|
|
2,957
|
|
1,281
|
|
—
|
|
4,705
|
|
|||||
Inventories
|
|
|
|
|
|
||||||||||
Work in process
|
—
|
|
2,040
|
|
15
|
|
—
|
|
2,055
|
|
|||||
Raw materials
|
—
|
|
1,310
|
|
36
|
|
—
|
|
1,346
|
|
|||||
Finished goods
|
—
|
|
25
|
|
7
|
|
—
|
|
32
|
|
|||||
Pre-owned aircraft
|
—
|
|
71
|
|
—
|
|
—
|
|
71
|
|
|||||
Other current assets
|
9
|
|
200
|
|
209
|
|
—
|
|
418
|
|
|||||
Total current assets
|
1,462
|
|
7,854
|
|
4,872
|
|
—
|
|
14,188
|
|
|||||
Noncurrent assets:
|
|
|
|
|
|
||||||||||
Property, plant and equipment
|
191
|
|
6,402
|
|
1,156
|
|
—
|
|
7,749
|
|
|||||
Accumulated depreciation of PP&E
|
(61
|
)
|
(3,494
|
)
|
(717
|
)
|
—
|
|
(4,272
|
)
|
|||||
Intangible assets
|
—
|
|
1,446
|
|
934
|
|
—
|
|
2,380
|
|
|||||
Accumulated amortization of intangible assets
|
—
|
|
(1,142
|
)
|
(479
|
)
|
—
|
|
(1,621
|
)
|
|||||
Goodwill
|
—
|
|
8,041
|
|
3,554
|
|
—
|
|
11,595
|
|
|||||
Other assets
|
1,271
|
|
240
|
|
172
|
|
—
|
|
1,683
|
|
|||||
Investment in subsidiaries
|
41,439
|
|
—
|
|
—
|
|
(41,439
|
)
|
—
|
|
|||||
Total noncurrent assets
|
42,840
|
|
11,493
|
|
4,620
|
|
(41,439
|
)
|
17,514
|
|
|||||
Total assets
|
$
|
44,302
|
|
$
|
19,347
|
|
$
|
9,492
|
|
$
|
(41,439
|
)
|
$
|
31,702
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
||||||||||
Short-term debt
|
$
|
500
|
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
501
|
|
Customer advances and deposits
|
—
|
|
2,825
|
|
2,735
|
|
—
|
|
5,560
|
|
|||||
Other current liabilities
|
1,504
|
|
3,453
|
|
1,405
|
|
—
|
|
6,362
|
|
|||||
Total current liabilities
|
2,004
|
|
6,279
|
|
4,140
|
|
—
|
|
12,423
|
|
|||||
Noncurrent liabilities:
|
|
|
|
|
|
||||||||||
Long-term debt
|
2,874
|
|
25
|
|
—
|
|
—
|
|
2,899
|
|
|||||
Other liabilities
|
3,343
|
|
1,947
|
|
508
|
|
—
|
|
5,798
|
|
|||||
Total noncurrent liabilities
|
6,217
|
|
1,972
|
|
508
|
|
—
|
|
8,697
|
|
|||||
Intercompany
|
25,499
|
|
(24,188
|
)
|
(1,311
|
)
|
—
|
|
—
|
|
|||||
Shareholders' equity:
|
|
|
|
|
|
||||||||||
Common stock
|
482
|
|
6
|
|
2,354
|
|
(2,360
|
)
|
482
|
|
|||||
Other shareholders' equity
|
10,100
|
|
35,278
|
|
3,801
|
|
(39,079
|
)
|
10,100
|
|
|||||
Total shareholders' equity
|
10,582
|
|
35,284
|
|
6,155
|
|
(41,439
|
)
|
10,582
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
44,302
|
|
$
|
19,347
|
|
$
|
9,492
|
|
$
|
(41,439
|
)
|
$
|
31,702
|
|
December 31, 2015
|
Parent
|
Guarantors
on a
Combined
Basis
|
Other
Subsidiaries
on a
Combined
Basis
|
Consolidating
Adjustments
|
Total
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
||||||||||
Cash and equivalents
|
$
|
1,732
|
|
$
|
—
|
|
$
|
1,053
|
|
$
|
—
|
|
$
|
2,785
|
|
Accounts receivable
|
—
|
|
1,181
|
|
2,265
|
|
—
|
|
3,446
|
|
|||||
Contracts in process
|
514
|
|
2,795
|
|
1,048
|
|
—
|
|
4,357
|
|
|||||
Inventories
|
|
|
|
|
|
||||||||||
Work in process
|
—
|
|
1,882
|
|
7
|
|
—
|
|
1,889
|
|
|||||
Raw materials
|
—
|
|
1,344
|
|
32
|
|
—
|
|
1,376
|
|
|||||
Finished goods
|
—
|
|
23
|
|
5
|
|
—
|
|
28
|
|
|||||
Pre-owned aircraft
|
—
|
|
73
|
|
—
|
|
—
|
|
73
|
|
|||||
Other current assets
|
140
|
|
213
|
|
264
|
|
—
|
|
617
|
|
|||||
Total current assets
|
2,386
|
|
7,511
|
|
4,674
|
|
—
|
|
14,571
|
|
|||||
Noncurrent assets:
|
|
|
|
|
|
||||||||||
Property, plant and equipment
|
189
|
|
6,386
|
|
1,101
|
|
—
|
|
7,676
|
|
|||||
Accumulated depreciation of PP&E
|
(59
|
)
|
(3,462
|
)
|
(689
|
)
|
—
|
|
(4,210
|
)
|
|||||
Intangible assets
|
—
|
|
1,445
|
|
909
|
|
—
|
|
2,354
|
|
|||||
Accumulated amortization of intangible assets
|
—
|
|
(1,122
|
)
|
(469
|
)
|
—
|
|
(1,591
|
)
|
|||||
Goodwill
|
—
|
|
8,040
|
|
3,403
|
|
—
|
|
11,443
|
|
|||||
Other assets
|
1,379
|
|
207
|
|
168
|
|
—
|
|
1,754
|
|
|||||
Investment in subsidiaries
|
40,062
|
|
—
|
|
—
|
|
(40,062
|
)
|
—
|
|
|||||
Total noncurrent assets
|
41,571
|
|
11,494
|
|
4,423
|
|
(40,062
|
)
|
17,426
|
|
|||||
Total assets
|
$
|
43,957
|
|
$
|
19,005
|
|
$
|
9,097
|
|
$
|
(40,062
|
)
|
$
|
31,997
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
||||||||||
Short-term debt
|
$
|
500
|
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
501
|
|
Customer advances and deposits
|
—
|
|
3,038
|
|
2,636
|
|
—
|
|
5,674
|
|
|||||
Other current liabilities
|
1,331
|
|
3,309
|
|
1,630
|
|
—
|
|
6,270
|
|
|||||
Total current liabilities
|
1,831
|
|
6,348
|
|
4,266
|
|
—
|
|
12,445
|
|
|||||
Noncurrent liabilities:
|
|
|
|
|
|
||||||||||
Long-term debt
|
2,874
|
|
24
|
|
—
|
|
—
|
|
2,898
|
|
|||||
Other liabilities
|
3,417
|
|
2,021
|
|
478
|
|
—
|
|
5,916
|
|
|||||
Total noncurrent liabilities
|
6,291
|
|
2,045
|
|
478
|
|
—
|
|
8,814
|
|
|||||
Intercompany
|
25,097
|
|
(23,816
|
)
|
(1,281
|
)
|
—
|
|
—
|
|
|||||
Shareholders' equity:
|
|
|
|
|
|
||||||||||
Common stock
|
482
|
|
6
|
|
2,354
|
|
(2,360
|
)
|
482
|
|
|||||
Other shareholders' equity
|
10,256
|
|
34,422
|
|
3,280
|
|
(37,702
|
)
|
10,256
|
|
|||||
Total shareholders' equity
|
10,738
|
|
34,428
|
|
5,634
|
|
(40,062
|
)
|
10,738
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
43,957
|
|
$
|
19,005
|
|
$
|
9,097
|
|
$
|
(40,062
|
)
|
$
|
31,997
|
|
Three Months Ended April 3, 2016
|
Parent
|
Guarantors
on a
Combined
Basis
|
Other
Subsidiaries
on a
Combined
Basis
|
Consolidating
Adjustments
|
Total
Consolidated
|
||||||||||
Net cash provided by operating activities*
|
$
|
61
|
|
$
|
314
|
|
$
|
64
|
|
$
|
—
|
|
$
|
439
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(1
|
)
|
(58
|
)
|
(6
|
)
|
—
|
|
(65
|
)
|
|||||
Other, net
|
6
|
|
(21
|
)
|
(38
|
)
|
—
|
|
(53
|
)
|
|||||
Net cash used by investing activities
|
5
|
|
(79
|
)
|
(44
|
)
|
—
|
|
(118
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||||||
Purchases of common stock
|
(1,026
|
)
|
—
|
|
—
|
|
—
|
|
(1,026
|
)
|
|||||
Dividends paid
|
(215
|
)
|
—
|
|
—
|
|
—
|
|
(215
|
)
|
|||||
Proceeds from stock option exercises
|
33
|
|
—
|
|
—
|
|
—
|
|
33
|
|
|||||
Other, net
|
15
|
|
—
|
|
—
|
|
—
|
|
15
|
|
|||||
Net cash used by financing activities
|
(1,193
|
)
|
—
|
|
—
|
|
—
|
|
(1,193
|
)
|
|||||
Net cash used by discontinued operations
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
(6
|
)
|
|||||
Cash sweep/funding by parent
|
387
|
|
(235
|
)
|
(152
|
)
|
—
|
|
—
|
|
|||||
Net decrease in cash and equivalents
|
(746
|
)
|
—
|
|
(132
|
)
|
—
|
|
(878
|
)
|
|||||
Cash and equivalents at beginning of period
|
1,732
|
|
—
|
|
1,053
|
|
—
|
|
2,785
|
|
|||||
Cash and equivalents at end of period
|
$
|
986
|
|
$
|
—
|
|
$
|
921
|
|
$
|
—
|
|
$
|
1,907
|
|
Three Months Ended April 5, 2015
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities*
|
$
|
(101
|
)
|
$
|
760
|
|
$
|
86
|
|
$
|
—
|
|
$
|
745
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||||||
Maturities of held-to-maturity securities
|
500
|
|
—
|
|
—
|
|
—
|
|
500
|
|
|||||
Capital expenditures
|
(2
|
)
|
(89
|
)
|
(7
|
)
|
—
|
|
(98
|
)
|
|||||
Other, net
|
1
|
|
93
|
|
—
|
|
—
|
|
94
|
|
|||||
Net cash provided by investing activities
|
499
|
|
4
|
|
(7
|
)
|
—
|
|
496
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||||||
Purchases of common stock
|
(620
|
)
|
—
|
|
—
|
|
—
|
|
(620
|
)
|
|||||
Repayment of fixed-rate notes
|
(500
|
)
|
—
|
|
—
|
|
—
|
|
(500
|
)
|
|||||
Dividends paid
|
(206
|
)
|
—
|
|
—
|
|
—
|
|
(206
|
)
|
|||||
Proceeds from stock option exercises
|
87
|
|
—
|
|
—
|
|
—
|
|
87
|
|
|||||
Other, net
|
30
|
|
—
|
|
—
|
|
—
|
|
30
|
|
|||||
Net cash used by financing activities
|
(1,209
|
)
|
—
|
|
—
|
|
—
|
|
(1,209
|
)
|
|||||
Net cash used by discontinued operations
|
(8
|
)
|
—
|
|
—
|
|
—
|
|
(8
|
)
|
|||||
Cash sweep/funding by parent
|
882
|
|
(764
|
)
|
(118
|
)
|
—
|
|
—
|
|
|||||
Net increase in cash and equivalents
|
63
|
|
—
|
|
(39
|
)
|
—
|
|
24
|
|
|||||
Cash and equivalents at beginning of period
|
2,536
|
|
—
|
|
1,852
|
|
—
|
|
4,388
|
|
|||||
Cash and equivalents at end of period
|
$
|
2,599
|
|
$
|
—
|
|
$
|
1,813
|
|
$
|
—
|
|
$
|
4,412
|
|
Three Months Ended
|
April 3, 2016
|
|
April 5, 2015
|
|
Variance
|
|||||||||
Revenue
|
$
|
7,724
|
|
|
$
|
7,784
|
|
|
$
|
(60
|
)
|
|
(0.8
|
)%
|
Operating costs and expenses
|
6,671
|
|
|
6,757
|
|
|
(86
|
)
|
|
(1.3
|
)%
|
|||
Operating earnings
|
1,053
|
|
|
1,027
|
|
|
26
|
|
|
2.5
|
%
|
|||
Operating margin
|
13.6
|
%
|
|
13.2
|
%
|
|
|
|
|
Three Months Ended
|
April 3, 2016
|
|
April 5, 2015
|
|
Variance
|
|||||||||
Revenue
|
$
|
1,987
|
|
|
$
|
2,108
|
|
|
$
|
(121
|
)
|
|
(5.7
|
)%
|
Operating earnings
|
411
|
|
|
431
|
|
|
(20
|
)
|
|
(4.6
|
)%
|
|||
Operating margin
|
20.7
|
%
|
|
20.4
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Gulfstream aircraft deliveries (in units):
|
|
|
|
|
|
|
|
|||||||
Green
|
31
|
|
34
|
|
(3
|
)
|
|
(8.8
|
)%
|
|||||
Outfitted
|
27
|
|
32
|
|
(5
|
)
|
|
(15.6
|
)%
|
Aircraft manufacturing, outfitting and completions
|
$
|
(120
|
)
|
Pre-owned aircraft
|
(5
|
)
|
|
Aircraft services
|
4
|
|
|
Total decrease
|
$
|
(121
|
)
|
Aircraft manufacturing, outfitting and completions
|
$
|
(55
|
)
|
Pre-owned aircraft
|
(2
|
)
|
|
Aircraft services
|
19
|
|
|
G&A/other expenses
|
18
|
|
|
Total decrease
|
$
|
(20
|
)
|
Three Months Ended
|
April 3, 2016
|
|
April 5, 2015
|
|
Variance
|
|||||||||
Revenue
|
$
|
1,273
|
|
|
$
|
1,363
|
|
|
$
|
(90
|
)
|
|
(6.6
|
)%
|
Operating earnings
|
217
|
|
|
204
|
|
|
13
|
|
|
6.4
|
%
|
|||
Operating margin
|
17.0
|
%
|
|
15.0
|
%
|
|
|
|
|
International military vehicles
|
$
|
(88
|
)
|
U.S. military vehicles
|
(2
|
)
|
|
Total decrease
|
$
|
(90
|
)
|
Three Months Ended
|
April 3, 2016
|
|
April 5, 2015
|
|
Variance
|
|||||||||
Revenue
|
$
|
2,333
|
|
|
$
|
2,370
|
|
|
$
|
(37
|
)
|
|
(1.6
|
)%
|
Operating earnings
|
248
|
|
|
217
|
|
|
31
|
|
|
14.3
|
%
|
|||
Operating margin
|
10.6
|
%
|
|
9.2
|
%
|
|
|
|
|
IT services
|
$
|
(74
|
)
|
C4ISR solutions
|
37
|
|
|
Total decrease
|
$
|
(37
|
)
|
Three Months Ended
|
April 3, 2016
|
|
April 5, 2015
|
|
Variance
|
|||||||||
Revenue
|
$
|
2,131
|
|
|
$
|
1,943
|
|
|
$
|
188
|
|
|
9.7
|
%
|
Operating earnings
|
192
|
|
|
188
|
|
|
4
|
|
|
2.1
|
%
|
|||
Operating margin
|
9.0
|
%
|
|
9.7
|
%
|
|
|
|
|
U.S. Navy ship construction
|
$
|
151
|
|
U.S. Navy ship engineering, repair and other services
|
55
|
|
|
Commercial ship construction
|
(18
|
)
|
|
Total increase
|
$
|
188
|
|
Three Months Ended
|
April 3, 2016
|
|
April 5, 2015
|
|
Variance
|
|||||||||
Revenue
|
$
|
4,864
|
|
|
$
|
4,932
|
|
|
$
|
(68
|
)
|
|
(1.4
|
)%
|
Operating costs
|
3,784
|
|
|
3,819
|
|
|
(35
|
)
|
|
(0.9
|
)%
|
Military vehicle products
|
$
|
(142
|
)
|
Aircraft manufacturing, outfitting and completions
|
(124
|
)
|
|
Ship construction
|
123
|
|
|
Other, net
|
75
|
|
|
Total decrease
|
$
|
(68
|
)
|
Three Months Ended
|
April 3, 2016
|
|
April 5, 2015
|
|
Variance
|
|||||||||
Revenue
|
$
|
2,860
|
|
|
$
|
2,852
|
|
|
$
|
8
|
|
|
0.3
|
%
|
Operating costs
|
2,427
|
|
|
2,435
|
|
|
(8
|
)
|
|
(0.3
|
)%
|
IT services
|
$
|
(119
|
)
|
Ship engineering, repair and other services
|
65
|
|
|
Other, net
|
62
|
|
|
Total increase
|
$
|
8
|
|
|
Funded
|
|
Unfunded
|
|
Total Backlog
|
|
Estimated Potential Contract Value
|
|
Total Estimated Contract Value
|
||||||||||
|
April 3, 2016
|
||||||||||||||||||
Aerospace
|
$
|
12,465
|
|
|
$
|
147
|
|
|
$
|
12,612
|
|
|
$
|
2,368
|
|
|
$
|
14,980
|
|
Combat Systems
|
18,260
|
|
|
565
|
|
|
18,825
|
|
|
4,959
|
|
|
23,784
|
|
|||||
Information Systems and Technology
|
7,442
|
|
|
1,991
|
|
|
9,433
|
|
|
15,146
|
|
|
24,579
|
|
|||||
Marine Systems
|
16,547
|
|
|
7,317
|
|
|
23,864
|
|
|
1,999
|
|
|
25,863
|
|
|||||
Total
|
$
|
54,714
|
|
|
$
|
10,020
|
|
|
$
|
64,734
|
|
|
$
|
24,472
|
|
|
$
|
89,206
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2015
|
||||||||||||||||||
Aerospace
|
$
|
13,292
|
|
|
$
|
106
|
|
|
$
|
13,398
|
|
|
$
|
2,437
|
|
|
$
|
15,835
|
|
Combat Systems
|
18,398
|
|
|
597
|
|
|
18,995
|
|
|
5,059
|
|
|
24,054
|
|
|||||
Information Systems and Technology
|
6,827
|
|
|
1,755
|
|
|
8,582
|
|
|
14,702
|
|
|
23,284
|
|
|||||
Marine Systems
|
13,266
|
|
|
11,879
|
|
|
25,145
|
|
|
2,263
|
|
|
27,408
|
|
|||||
Total
|
$
|
51,783
|
|
|
$
|
14,337
|
|
|
$
|
66,120
|
|
|
$
|
24,461
|
|
|
$
|
90,581
|
|
•
|
$405 from the Swiss government to upgrade Duro tactical vehicles through 2022.
|
•
|
$180 from the U.S. Army for spare parts and inventory management and support services for the Stryker family of vehicles.
|
•
|
$60 from the Army to design, develop and produce eight prototype Stryker vehicles with an integrated 30-millimeter gun system.
|
•
|
$310 for several space payloads.
|
•
|
$170 for new hardware, software and equipment to upgrade the United Kingdom Ministry of Defence's Bowman tactical communication system.
|
•
|
$160 from the Army for additional equipment for the Warfighter Information Network-Tactical (WIN-T) Increment 2 program.
|
•
|
$155 from the National Geospatial-Intelligence Agency (NGA) to consolidate NGA's operations from six locations to one stand-alone location at New Campus East (NCE).
|
•
|
$140 from the Army for ruggedized computing equipment under the CHS-4 program.
|
•
|
$95 for combat and seaframe control systems on an Independence-variant Littoral Combat Ship (LCS) for the U.S. Navy.
|
•
|
$155 from the Navy for the planning and execution of depot-level maintenance, alterations and modifications to the USS Essex (LHD-2).
|
•
|
$140 from the Navy for lead yard and design services for the Virginia-class submarine program.
|
•
|
$80 from the Navy for Advanced Nuclear Plant Studies (ANPS) in support of the Ohio-class submarine replacement program.
|
Three Months Ended
|
April 3, 2016
|
|
April 5, 2015
|
||||
Net cash provided by operating activities
|
$
|
439
|
|
|
$
|
745
|
|
Capital expenditures
|
(65
|
)
|
|
(98
|
)
|
||
Free cash flow from operations
|
$
|
374
|
|
|
$
|
647
|
|
Cash flows as a percentage of earnings from continuing operations:
|
|
|
|
||||
Net cash provided by operating activities
|
60
|
%
|
|
104
|
%
|
||
Free cash flow from operations
|
51
|
%
|
|
90
|
%
|
•
|
general U.S. and international political and economic conditions;
|
•
|
decreases in U.S. government defense spending or changing priorities within the defense budget;
|
•
|
termination or restructuring of government contracts due to unilateral government action;
|
•
|
differences in anticipated and actual program performance, including the ability to perform under long-term fixed-price contracts within estimated costs, and performance issues with key suppliers and subcontractors;
|
•
|
expected recovery on contract claims and requests for equitable adjustment;
|
•
|
changing customer demand or preferences for business aircraft, including the effects of economic conditions on the business-aircraft market;
|
•
|
potential for changing prices for energy and raw materials; and
|
•
|
the status or outcome of legal and/or regulatory proceedings.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program (a)
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Program (a)
|
|||||
Pursuant to Share Buyback Program
|
|
|
|
|
|||||||||
1/1/16-1/31/16
|
|
1,786,311
|
|
|
$
|
129.15
|
|
|
1,786,311
|
|
|
7,818,157
|
|
2/1/16-2/28/16
|
|
4,850,000
|
|
|
$
|
133.91
|
|
|
4,850,000
|
|
|
2,968,157
|
|
2/29/16-4/3/16
|
|
1,200,000
|
|
|
$
|
132.26
|
|
|
1,200,000
|
|
|
11,768,157
|
|
|
|
|
|
|
|
|
|
|
|||||
Shares Delivered or Withheld Pursuant to Restricted Stock Vesting
(b)
|
|
|
|
|
|||||||||
1/1/16-1/31/16
|
|
188,477
|
|
|
$
|
135.46
|
|
|
|
|
|
||
2/1/16-2/28/16
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
2/29/16-4/3/16
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Total
|
|
8,024,788
|
|
|
$
|
132.64
|
|
|
|
|
|
10.1*
|
Form of Non-Statutory Stock Option Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (for grants beginning March 2, 2016, and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy)**
|
10.2*
|
Form of Restricted Stock Unit Award Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (for grants beginning March 2, 2016)**
|
10.3*
|
Form of Performance Restricted Stock Unit Award Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (for grants beginning March 2, 2016, and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy)**
|
31.1
|
Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
|
31.2
|
Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
|
32.1
|
Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
|
32.2
|
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**
|
|
GENERAL DYNAMICS CORPORATION
|
|
|
by
|
|
|
|
Kimberly A. Kuryea
|
|
|
Vice President and Controller
|
|
|
(Authorized Officer and Chief Accounting Officer)
|
Dated: April 27, 2016
|
|
|
1)
|
I have reviewed this quarterly report on Form 10-Q of General Dynamics Corporation;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
/s/ Phebe N. Novakovic
|
|
Phebe N. Novakovic
|
|
Chairman and Chief Executive Officer
|
1)
|
I have reviewed this quarterly report on Form 10-Q of General Dynamics Corporation;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Jason W. Aiken
|
|
Jason W. Aiken
|
|
Senior Vice President and Chief Financial Officer
|
1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Phebe N. Novakovic
|
|
Phebe N. Novakovic
|
|
Chairman and Chief Executive Officer
|
1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Jason W. Aiken
|
|
Jason W. Aiken
|
|
Senior Vice President and Chief Financial Officer
|