Delaware
|
|
13-1673581
|
State or other jurisdiction of incorporation or organization
|
|
IRS Employer Identification No.
|
|
|
|
2941 Fairview Park Drive, Suite 100
Falls Church, Virginia
|
|
22042-4513
|
Address of principal executive offices
|
|
Zip code
|
(703) 876-3000
|
Title of each class
|
|
Name of exchange on which registered
|
Common stock, par value $1 per share
|
|
New York Stock Exchange
|
None
|
PART I
|
|
PAGE
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
PART II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
PART III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
Principal Accountant Fees a
nd Services
|
|
PART IV
|
|
|
Item 15.
|
||
|
||
|
•
|
superior aircraft design, quality, performance, safety and reliability;
|
•
|
technologically advanced cockpit and cabin systems; and
|
•
|
industry-leading product service and support.
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Aircraft manufacturing, outfitting and completions
|
$
|
6,608
|
|
|
$
|
7,156
|
|
|
$
|
6,983
|
|
Aircraft services
|
1,638
|
|
|
1,584
|
|
|
1,599
|
|
|||
Pre-owned aircraft
|
116
|
|
|
111
|
|
|
67
|
|
|||
Total Aerospace
|
$
|
8,362
|
|
|
$
|
8,851
|
|
|
$
|
8,649
|
|
•
|
wheeled combat and tactical vehicles;
|
•
|
main battle tanks and tracked combat vehicles;
|
•
|
weapons systems, armament and munitions; and
|
•
|
maintenance and logistics support and sustainment services.
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Wheeled combat vehicles
|
$
|
2,446
|
|
|
$
|
2,599
|
|
|
$
|
2,852
|
|
Weapons systems and munitions
|
1,533
|
|
|
1,496
|
|
|
1,635
|
|
|||
Tanks and tracked vehicles
|
987
|
|
|
816
|
|
|
526
|
|
|||
Engineering and other services
|
636
|
|
|
729
|
|
|
719
|
|
|||
Total Combat Systems
|
$
|
5,602
|
|
|
$
|
5,640
|
|
|
$
|
5,732
|
|
•
|
IT solutions and mission support services; and
|
•
|
mobile communication, computers and command-and-control mission systems, and intelligence, surveillance and reconnaissance (ISR) solutions.
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
IT services
|
$
|
4,445
|
|
|
$
|
4,505
|
|
|
$
|
4,660
|
|
C4ISR solutions
|
4,742
|
|
|
4,460
|
|
|
4,499
|
|
|||
Total Information Systems and Technology
|
$
|
9,187
|
|
|
$
|
8,965
|
|
|
$
|
9,159
|
|
•
|
nuclear-powered submarines;
|
•
|
surface combatants;
|
•
|
auxiliary and combat-logistics ships;
|
•
|
commercial product carriers and containerships;
|
•
|
design and engineering support services; and
|
•
|
maintenance, modernization and lifecycle support services.
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Nuclear-powered submarines
|
$
|
5,376
|
|
|
$
|
5,003
|
|
|
$
|
4,310
|
|
Surface combatants
|
1,019
|
|
|
1,049
|
|
|
1,084
|
|
|||
Auxiliary and commercial ships
|
648
|
|
|
692
|
|
|
640
|
|
|||
Repair and other services
|
1,159
|
|
|
1,269
|
|
|
1,278
|
|
|||
Total Marine Systems
|
$
|
8,202
|
|
|
$
|
8,013
|
|
|
$
|
7,312
|
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
DoD
|
$
|
15,296
|
|
|
$
|
14,699
|
|
|
$
|
14,516
|
|
Non-DoD
|
2,825
|
|
|
2,830
|
|
|
2,750
|
|
|||
FMS*
|
717
|
|
|
452
|
|
|
689
|
|
|||
Total U.S. government
|
$
|
18,838
|
|
|
$
|
17,981
|
|
|
$
|
17,955
|
|
Percent of total revenue
|
60
|
%
|
|
57
|
%
|
|
58
|
%
|
•
|
the technical excellence, reliability, safety and cost competitiveness of our products and services;
|
•
|
our ability to innovate and develop new products and technologies that improve mission performance and adapt to dynamic threats;
|
•
|
successful program execution and on-time delivery of complex, integrated systems;
|
•
|
our global footprint and accessibility to customers;
|
•
|
the reputation and customer confidence derived from past performance; and
|
•
|
the successful management of customer relationships.
|
|
|
|
|
|
2016 Total
Backlog Not
Expected to Be
Completed in 2017
|
||||||||||||||||||||||
December 31
|
2016
|
|
2015
|
|
|||||||||||||||||||||||
|
Funded
|
|
Unfunded
|
|
Total
|
|
Funded
|
|
Unfunded
|
|
Total
|
|
|||||||||||||||
Aerospace
|
$
|
10,893
|
|
|
$
|
96
|
|
|
$
|
10,989
|
|
|
$
|
13,292
|
|
|
$
|
106
|
|
|
$
|
13,398
|
|
|
$
|
5,953
|
|
Combat Systems
|
17,124
|
|
|
597
|
|
|
17,721
|
|
|
18,398
|
|
|
597
|
|
|
18,995
|
|
|
12,621
|
|
|||||||
Information Systems and Technology
|
6,425
|
|
|
2,015
|
|
|
8,440
|
|
|
6,827
|
|
|
1,755
|
|
|
8,582
|
|
|
2,270
|
|
|||||||
Marine Systems
|
14,927
|
|
|
7,723
|
|
|
22,650
|
|
|
13,266
|
|
|
11,879
|
|
|
25,145
|
|
|
15,643
|
|
|||||||
Total backlog
|
$
|
49,369
|
|
|
$
|
10,431
|
|
|
$
|
59,800
|
|
|
$
|
51,783
|
|
|
$
|
14,337
|
|
|
$
|
66,120
|
|
|
$
|
36,487
|
|
•
|
acquisition planning,
|
•
|
competition requirements,
|
•
|
contractor qualifications,
|
•
|
protection of source selection and vendor information, and
|
•
|
acquisition procedures.
|
•
|
the productivity and availability of labor,
|
•
|
the complexity of the work to be performed,
|
•
|
the cost and availability of materials and components, and
|
•
|
schedule requirements.
|
•
|
Aerospace
– Burbank, Lincoln, Long Beach and Van Nuys, 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; Vienna, Austria; Sorocaba, Brazil; Beijing and Hong Kong, China; Berlin, Dusseldorf and Munich, Germany; Mexicali, Mexico; Moscow, Russia; Singapore; Basel, Geneva and Zurich, Switzerland; Dubai, United Arab Emirates; Luton, United Kingdom.
|
•
|
Combat Systems
– Anniston, Alabama; East Camden and Hampton, Arkansas; Crawfordsville, St. Petersburg and Tallahassee, Florida; Marion, Illinois; Saco, Maine; Shelby Township and Sterling Heights, Michigan; Joplin, Missouri; Lincoln, Nebraska; Lima and Springboro, Ohio; Eynon, Red Lion and Scranton, Pennsylvania; Ladson, South Carolina; Garland, Texas; Williston, Vermont; Marion, Virginia; Auburn and Sumner, Washington; Vienna, Austria; La Gardeur, London, St. Augustin and
|
•
|
Information Systems and Technology
– Cullman, Alabama; Phoenix and Scottsdale, Arizona; Santa Clara, California; Lynn Haven and Riverview, Florida; Coralville and West Des Moines, Iowa; Lawrence, Kansas; Annapolis Junction and Towson, Maryland; Dedham, Pittsfield, Taunton and Westwood, Massachusetts; Bloomington, Minnesota; Hattiesburg, Mississippi; Catawba, Conover and Greensboro, North Carolina; Kilgore and Wortham, Texas; Sandy, Utah; Chesapeake, Chester, Fairfax, Herndon, Springfield and Sterling, Virginia; Calgary and Ottawa, Canada; Tallinn, Estonia; Oakdale and St. Leonards, United Kingdom.
|
•
|
Marine Systems
– San Diego, California; Groton and New London, Connecticut; Jacksonville, Florida; Bath and Brunswick, Maine; North Kingstown, Rhode Island; Norfolk and Portsmouth, Virginia; Bremerton, Washington; Mexicali, Mexico.
|
(Square feet in millions)
|
Company-owned
Facilities
|
|
Leased
Facilities
|
|
Government-owned
Facilities
|
|
Total
|
||||
Aerospace
|
5.9
|
|
|
7.2
|
|
|
—
|
|
|
13.1
|
|
Combat Systems
|
7.7
|
|
|
3.6
|
|
|
5.5
|
|
|
16.8
|
|
Information Systems and Technology
|
2.8
|
|
|
8.0
|
|
|
0.9
|
|
|
11.7
|
|
Marine Systems
|
8.1
|
|
|
2.8
|
|
|
—
|
|
|
10.9
|
|
Total
|
24.5
|
|
|
21.6
|
|
|
6.4
|
|
|
52.5
|
|
Name, Position and Office
|
Age
|
|
|
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, April 2010 - August 2011; Staff Vice President, Accounting, July 2006 - March 2010
|
44
|
|
|
Mark L. Burns - Vice President of the company and President of Gulfstream Aerospace Corporation since July 2015; Vice President of the company since February 2014; President, Product Support of Gulfstream Aerospace Corporation, June 2008 - June 2015
|
57
|
|
|
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
|
62
|
|
|
Gregory S. Gallopoulos - Senior Vice President, General Counsel and Secretary since January 2010; Vice President and Deputy General Counsel, July 2008 - January 2010; Managing Partner of Jenner & Block LLP, January 2005 - June 2008
|
57
|
|
|
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 Corporation, March 2008 - March 2009
|
55
|
|
|
M. Amy Gilliland - Senior Vice President, Human Resources and Administration since April 2015; Vice President, Human Resources, February 2014 - March 2015; Staff Vice President, Strategic Planning, January 2013 - February 2014; Staff Vice President, Investor Relations, June 2008 - January 2013
|
42
|
|
|
Robert W. Helm - Senior Vice President, Planning and Development since May 2010; Vice President, Government Relations, of Northrop Grumman Corporation, August 1989 - April 2010
|
65
|
|
|
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
|
69
|
|
|
Kimberly A. Kuryea - Vice President and Controller since September 2011; Chief Financial Officer of General Dynamics Advanced Information Systems, November 2007 - August 2011; Staff Vice President, Internal Audit, March 2004 - October 2007
|
49
|
|
|
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
|
57
|
|
|
Phebe N. Novakovic - Chairman and Chief Executive Officer since January 2013; President and Chief Operating Officer, May 2012 - December 2012; Executive Vice President, Marine Systems, May 2010 - May 2012; Senior Vice President, Planning and Development, July 2005 - May 2010; Vice President, Strategic Planning, October 2002 - July 2005
|
59
|
|
|
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
|
58
|
|
|
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
|
56
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program*
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Program*
|
|||||
Pursuant to Share Buyback Program
|
|
|
|
|
|||||||||
10/3/16-10/30/16
|
|
1,000,000
|
|
|
$
|
151.89
|
|
|
1,000,000
|
|
|
7,390,054
|
|
10/31/16-11/27/16
|
|
451,300
|
|
|
155.54
|
|
|
451,300
|
|
|
6,938,754
|
|
|
11/28/16-12/31/16
|
|
1,550,000
|
|
|
175.04
|
|
|
1,550,000
|
|
|
5,388,754
|
|
|
Total
|
|
3,001,300
|
|
|
$
|
164.39
|
|
|
|
|
|
(Dollars and shares in millions, except per-share and employee amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||
Summary of Operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
31,353
|
|
|
$
|
31,469
|
|
|
$
|
30,852
|
|
|
$
|
30,930
|
|
|
$
|
30,992
|
|
Operating earnings
|
|
4,309
|
|
|
4,178
|
|
|
3,889
|
|
|
3,689
|
|
|
765
|
|
|||||
Operating margin
|
|
13.7
|
%
|
|
13.3
|
%
|
|
12.6
|
%
|
|
11.9
|
%
|
|
2.5%
|
|
|||||
Interest, net
|
|
(91
|
)
|
|
(83
|
)
|
|
(86
|
)
|
|
(86
|
)
|
|
(156
|
)
|
|||||
Provision for income tax, net
|
|
1,169
|
|
|
1,137
|
|
|
1,129
|
|
|
1,125
|
|
|
854
|
|
|||||
Earnings (loss) from continuing operations
|
|
3,062
|
|
|
2,965
|
|
|
2,673
|
|
|
2,486
|
|
|
(381
|
)
|
|||||
Return on sales (a)
|
|
9.8
|
%
|
|
9.4
|
%
|
|
8.7
|
%
|
|
8.0
|
%
|
|
(1.2
|
)%
|
|||||
Discontinued operations, net of tax
|
|
(107
|
)
|
|
—
|
|
|
(140
|
)
|
|
(129
|
)
|
|
49
|
|
|||||
Net earnings (loss)
|
|
2,955
|
|
|
2,965
|
|
|
2,533
|
|
|
2,357
|
|
|
(332
|
)
|
|||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations (b)
|
|
9.87
|
|
|
9.08
|
|
|
7.83
|
|
|
7.03
|
|
|
(1.08
|
)
|
|||||
Net earnings (loss) (b)
|
|
9.52
|
|
|
9.08
|
|
|
7.42
|
|
|
6.67
|
|
|
(0.94
|
)
|
|||||
Cash Flows
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
2,198
|
|
|
$
|
2,607
|
|
|
$
|
3,828
|
|
|
$
|
3,159
|
|
|
$
|
2,645
|
|
Net cash (used) provided by investing activities
|
|
(426
|
)
|
|
200
|
|
|
(1,102
|
)
|
|
(363
|
)
|
|
(642
|
)
|
|||||
Net cash used by financing activities
|
|
(2,169
|
)
|
|
(4,367
|
)
|
|
(3,675
|
)
|
|
(773
|
)
|
|
(1,421
|
)
|
|||||
Net cash (used) provided by discontinued operations
|
|
(54
|
)
|
|
(43
|
)
|
|
36
|
|
|
(18
|
)
|
|
65
|
|
|||||
Cash dividends declared per common share
|
|
3.04
|
|
|
2.76
|
|
|
2.48
|
|
|
2.24
|
|
|
2.04
|
|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and equivalents
|
|
$
|
2,334
|
|
|
$
|
2,785
|
|
|
$
|
4,388
|
|
|
$
|
5,301
|
|
|
$
|
3,296
|
|
Total assets
|
|
32,872
|
|
|
31,997
|
|
|
35,337
|
|
|
35,473
|
|
|
34,285
|
|
|||||
Short- and long-term debt
|
|
3,888
|
|
|
3,399
|
|
|
3,893
|
|
|
3,888
|
|
|
3,884
|
|
|||||
Shareholders’ equity
|
|
10,976
|
|
|
10,738
|
|
|
11,829
|
|
|
14,501
|
|
|
11,390
|
|
|||||
Debt-to-equity (c)
|
|
35.4
|
%
|
|
31.7
|
%
|
|
32.9
|
%
|
|
26.8
|
%
|
|
34.1%
|
|
|||||
Book value per share (d)
|
|
36.29
|
|
|
34.31
|
|
|
35.61
|
|
|
41.03
|
|
|
32.20
|
|
|||||
Other Information
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Free cash flow from operations (e)
|
|
$
|
1,806
|
|
|
$
|
2,038
|
|
|
$
|
3,307
|
|
|
$
|
2,723
|
|
|
$
|
2,209
|
|
Return on invested capital (f)
|
|
18.1
|
%
|
|
17.4
|
%
|
|
15.1
|
%
|
|
14.1
|
%
|
|
8.4%
|
|
|||||
Funded backlog
|
|
49,369
|
|
|
51,783
|
|
|
52,929
|
|
|
38,284
|
|
|
44,376
|
|
|||||
Total backlog
|
|
59,800
|
|
|
66,120
|
|
|
72,410
|
|
|
45,885
|
|
|
51,132
|
|
|||||
Shares outstanding
|
|
302.4
|
|
|
313.0
|
|
|
332.2
|
|
|
353.4
|
|
|
353.7
|
|
|||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
304.7
|
|
|
321.3
|
|
|
335.2
|
|
|
350.7
|
|
|
353.3
|
|
|||||
Diluted
|
|
310.4
|
|
|
326.7
|
|
|
341.3
|
|
|
353.5
|
|
|
353.3
|
|
|||||
Employees
|
|
98,800
|
|
|
99,900
|
|
|
99,500
|
|
|
96,000
|
|
|
92,200
|
|
(a)
|
Return on sales is calculated as earnings (loss) from continuing operations divided by revenue.
|
(b)
|
2012 amounts exclude the 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, a non-GAAP management metric.
|
(f)
|
See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the calculation of return on invested capital (ROIC), a non-GAAP management metric. 2012 ROIC was adjusted for a $2 billion goodwill impairment and associated $199 tax benefit.
|
|
|
|
•
|
Outstanding operating performance:
|
◦
|
Revenue of $31.4 billion, marked by growth in our defense business.
|
◦
|
Record-high operating earnings of $4.3 billion and operating margin of 13.7 percent increased 3.1 percent and 40 basis points, respectively, from 2015.
|
◦
|
Return on sales reached a new high of 9.8 percent, an increase of 40 basis points over 2015.
|
◦
|
$9.87 of earnings from continuing operations per diluted share increased 8.7 percent from 2015 to the highest level in our history.
|
•
|
14.2 million outstanding shares repurchased for $2 billion and $911 paid in cash dividends, returning approximately 160 percent of our free cash from operations to shareholders.
|
•
|
Return on invested capital (ROIC) of 18.1 percent, 70 basis points higher than 2015.
|
•
|
Robust backlog, including several significant contract awards received in 2016, providing stability well into the future.
|
|
|
|
|
|
|
Year Ended December 31
|
2016
|
|
2015
|
|
Variance
|
|||||||||
Revenue
|
$
|
31,353
|
|
|
$
|
31,469
|
|
|
$
|
(116
|
)
|
|
(0.4
|
)%
|
Operating costs and expenses
|
27,044
|
|
|
27,291
|
|
|
(247
|
)
|
|
(0.9
|
)%
|
|||
Operating earnings
|
4,309
|
|
|
4,178
|
|
|
131
|
|
|
3.1
|
%
|
|||
Operating margin
|
13.7
|
%
|
|
13.3
|
%
|
|
|
|
|
Year Ended December 31
|
2015
|
|
2014
|
|
Variance
|
|||||||||
Revenue
|
$
|
31,469
|
|
|
$
|
30,852
|
|
|
$
|
617
|
|
|
2.0
|
%
|
Operating costs and expenses
|
27,291
|
|
|
26,963
|
|
|
328
|
|
|
1.2
|
%
|
|||
Operating earnings
|
4,178
|
|
|
3,889
|
|
|
289
|
|
|
7.4
|
%
|
|||
Operating margin
|
13.3
|
%
|
|
12.6
|
%
|
|
|
|
|
|
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
Revenue
|
|
Operating
Earnings
|
|
Revenue
|
|
Operating
Earnings
|
|
Revenue
|
|
Operating
Earnings
|
||||||||||||
Aerospace
|
$
|
8,362
|
|
|
$
|
1,718
|
|
|
$
|
8,851
|
|
|
$
|
1,706
|
|
|
$
|
8,649
|
|
|
$
|
1,611
|
|
Combat Systems
|
5,602
|
|
|
914
|
|
|
5,640
|
|
|
882
|
|
|
5,732
|
|
|
862
|
|
||||||
Information Systems and Technology
|
9,187
|
|
|
992
|
|
|
8,965
|
|
|
903
|
|
|
9,159
|
|
|
785
|
|
||||||
Marine Systems
|
8,202
|
|
|
725
|
|
|
8,013
|
|
|
728
|
|
|
7,312
|
|
|
703
|
|
||||||
Corporate*
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
(72
|
)
|
||||||
Total
|
$
|
31,353
|
|
|
$
|
4,309
|
|
|
$
|
31,469
|
|
|
$
|
4,178
|
|
|
$
|
30,852
|
|
|
$
|
3,889
|
|
Year Ended December 31
|
2016
|
|
2015
|
|
Variance
|
|||||||||
Revenue
|
$
|
8,362
|
|
|
$
|
8,851
|
|
|
$
|
(489
|
)
|
|
(5.5
|
)%
|
Operating earnings
|
1,718
|
|
|
1,706
|
|
|
12
|
|
|
0.7
|
%
|
|||
Operating margin
|
20.5
|
%
|
|
19.3
|
%
|
|
|
|
|
|||||
Gulfstream aircraft deliveries (in units):
|
|
|
|
|
|
|
|
|||||||
Green
|
128
|
|
147
|
|
(19
|
)
|
|
(12.9
|
)%
|
|||||
Outfitted
|
115
|
|
154
|
|
(39
|
)
|
|
(25.3
|
)%
|
Year Ended December 31
|
2015
|
|
2014
|
|
Variance
|
|||||||||
Revenue
|
$
|
8,851
|
|
|
$
|
8,649
|
|
|
$
|
202
|
|
|
2.3
|
%
|
Operating earnings
|
1,706
|
|
|
1,611
|
|
|
95
|
|
|
5.9
|
%
|
|||
Operating margin
|
19.3
|
%
|
|
18.6
|
%
|
|
|
|
|
|||||
Gulfstream aircraft deliveries (in units):
|
|
|
|
|
|
|
|
|||||||
Green
|
147
|
|
144
|
|
3
|
|
|
2.1
|
%
|
|||||
Outfitted
|
154
|
|
150
|
|
4
|
|
|
2.7
|
%
|
Year Ended December 31
|
2016
|
|
2015
|
|
Variance
|
|||||||||
Revenue
|
$
|
5,602
|
|
|
$
|
5,640
|
|
|
$
|
(38
|
)
|
|
(0.7
|
)%
|
Operating earnings
|
914
|
|
|
882
|
|
|
32
|
|
|
3.6
|
%
|
|||
Operating margin
|
16.3
|
%
|
|
15.6
|
%
|
|
|
|
|
|
|
International military vehicles
|
$
|
(69
|
)
|
U.S. military vehicles
|
33
|
|
|
Weapons systems and munitions
|
(2
|
)
|
|
Total decrease
|
$
|
(38
|
)
|
Year Ended December 31
|
2015
|
|
2014
|
|
Variance
|
|||||||||
Revenue
|
$
|
5,640
|
|
|
$
|
5,732
|
|
|
$
|
(92
|
)
|
|
(1.6
|
)%
|
Operating earnings
|
882
|
|
|
862
|
|
|
20
|
|
|
2.3
|
%
|
|||
Operating margin
|
15.6
|
%
|
|
15.0
|
%
|
|
|
|
|
Year Ended December 31
|
2016
|
|
2015
|
|
Variance
|
|||||||||
Revenue
|
$
|
9,187
|
|
|
$
|
8,965
|
|
|
$
|
222
|
|
|
2.5
|
%
|
Operating earnings
|
992
|
|
|
903
|
|
|
89
|
|
|
9.9
|
%
|
|||
Operating margin
|
10.8
|
%
|
|
10.1
|
%
|
|
|
|
|
C4ISR solutions
|
$
|
282
|
|
Information technology (IT) services
|
(60
|
)
|
|
Total increase
|
$
|
222
|
|
Year Ended December 31
|
2015
|
|
2014
|
|
Variance
|
|||||||||
Revenue
|
$
|
8,965
|
|
|
$
|
9,159
|
|
|
$
|
(194
|
)
|
|
(2.1
|
)%
|
Operating earnings
|
903
|
|
|
785
|
|
|
118
|
|
|
15.0
|
%
|
|||
Operating margin
|
10.1
|
%
|
|
8.6
|
%
|
|
|
|
|
Year Ended December 31
|
2016
|
|
2015
|
|
Variance
|
|||||||||
Revenue
|
$
|
8,202
|
|
|
$
|
8,013
|
|
|
$
|
189
|
|
|
2.4
|
%
|
Operating earnings
|
725
|
|
|
728
|
|
|
(3
|
)
|
|
(0.4
|
)%
|
|||
Operating margin
|
8.8
|
%
|
|
9.1
|
%
|
|
|
|
|
U.S. Navy ship engineering, repair and other services
|
$
|
246
|
|
U.S. Navy ship construction
|
157
|
|
|
Commercial ship construction
|
(214
|
)
|
|
Total increase
|
$
|
189
|
|
Year Ended December 31
|
2015
|
|
2014
|
|
Variance
|
|||||||||
Revenue
|
$
|
8,013
|
|
|
$
|
7,312
|
|
|
$
|
701
|
|
|
9.6
|
%
|
Operating earnings
|
728
|
|
|
703
|
|
|
25
|
|
|
3.6
|
%
|
|||
Operating margin
|
9.1
|
%
|
|
9.6
|
%
|
|
|
|
|
|
|
Year Ended December 31
|
2016
|
|
2015
|
|
Variance
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Products
|
$
|
19,885
|
|
|
$
|
20,280
|
|
|
$
|
(395
|
)
|
|
(1.9
|
)%
|
Services
|
11,468
|
|
|
11,189
|
|
|
279
|
|
|
2.5
|
%
|
|||
Operating Costs:
|
|
|
|
|
|
|
|
|||||||
Products
|
$
|
15,443
|
|
|
$
|
15,871
|
|
|
$
|
(428
|
)
|
|
(2.7
|
)%
|
Services
|
9,661
|
|
|
9,468
|
|
|
193
|
|
|
2.0
|
%
|
Ship engineering, repair and other services
|
$
|
246
|
|
Other, net
|
33
|
|
|
Total increase
|
$
|
279
|
|
Year Ended December 31
|
2015
|
|
2014
|
|
Variance
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Products
|
$
|
20,280
|
|
|
$
|
19,564
|
|
|
$
|
716
|
|
|
3.7
|
%
|
Services
|
11,189
|
|
|
11,288
|
|
|
(99
|
)
|
|
(0.9
|
)%
|
|||
Operating Costs:
|
|
|
|
|
|
|
|
|||||||
Products
|
$
|
15,871
|
|
|
$
|
15,335
|
|
|
$
|
536
|
|
|
3.5
|
%
|
Services
|
9,468
|
|
|
9,644
|
|
|
(176
|
)
|
|
(1.8
|
)%
|
Ship construction
|
$
|
476
|
|
Aircraft manufacturing, outfitting and completions
|
200
|
|
|
Other, net
|
40
|
|
|
Total increase
|
$
|
716
|
|
|
Revenue Recognition Accounting Change as of January 1, 2017
|
|||||||||||
|
Restated Revenue
|
Restated Operating Earnings
|
||||||||||
Year Ended December 31
|
2016
|
2015
|
2016
|
2015
|
||||||||
Aerospace
|
$
|
7,815
|
|
$
|
9,177
|
|
$
|
1,407
|
|
$
|
1,807
|
|
Combat Systems
|
5,530
|
|
5,643
|
|
831
|
|
886
|
|
||||
Information Systems and Technology
|
9,144
|
|
8,929
|
|
941
|
|
895
|
|
||||
Marine Systems
|
8,072
|
|
8,032
|
|
595
|
|
748
|
|
||||
Corporate
|
—
|
|
—
|
|
(40
|
)
|
(41
|
)
|
||||
Total
|
$
|
30,561
|
|
$
|
31,781
|
|
$
|
3,734
|
|
$
|
4,295
|
|
•
|
Aerospace - We expect the Aerospace group’s 2017 revenue to be up about 6 percent from 2016. Operating margin is expected to be in the low-19 percent range.
|
•
|
Combat Systems - We expect the Combat Systems group’s revenue to increase between 6 and 7 percent in 2017. Operating margin is expected to be in the mid-15 percent range.
|
•
|
Information Systems and Technology - We expect the Information Systems and Technology group’s revenue to increase slightly in 2017, with operating margin approximating 11 percent.
|
•
|
Marine Systems - We expect the Marine Systems group’s revenue to decrease slightly in 2017. Operating margin is expected to improve to the mid-8 percent range.
|
•
|
$6.8 billion to provide wheeled armored vehicles and logistics support to a Middle Eastern customer through 2028.
|
•
|
$4.3 billion from the U.K. Ministry of Defence to produce AJAX armoured fighting vehicles scheduled for delivery to the British Army between 2017 and 2024 and related in-service support.
|
•
|
$640 for light armored vehicles (LAVs) for various non-U.S. customers, including $435 for the upgrade and modernization of LAV III combat vehicles for the Canadian Army.
|
•
|
$510 to produce over 300 armored personnel carriers (APCs) for the Danish Defence Acquisition and Logistics Organization.
|
•
|
$355 to upgrade Duro tactical vehicles for the Swiss government through 2022.
|
•
|
$630 from the Centers for Medicare & Medicaid Services for contact-center services, with $335 remaining in backlog at year-end 2016.
|
•
|
$375 from the U.S. Army for ruggedized computing equipment under the Common Hardware Systems-4 (CHS-4) program. $690 of estimated potential contract value remains under this IDIQ contract.
|
•
|
$350 for various space payloads.
|
•
|
$270 from the U.S. Department of State to provide supply chain management services.
|
•
|
A contract from the U.S. Census Bureau to provide contact-center systems and operations support for the 2020 Census Questionnaire Assistance program. The contract has a value of $430 over five years.
|
•
|
$840 for the Canadian Maritime Helicopter Project (MHP) to provide integrated mission systems, training and support for Canadian marine helicopters.
|
•
|
$420 of support and modernization work for the intelligence community, the DoD and the Department of Homeland Security, including the St. Elizabeths campus, New Campus East and Enterprise Transport infrastructure programs.
|
•
|
$310 for combat and seaframe control systems for U.S. Navy Independence-variant Littoral Combat Ships (LCS).
|
•
|
$300 to provide fire control system modifications for ballistic-missile (SSBN) submarines.
|
•
|
$295 for the WIN-T mobile communications network program. The group received $230 of orders in 2016 for additional Increment 2 equipment.
|
•
|
$270 for long-term support and capability upgrades for the U.K.’s Bowman tactical communication system.
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities
|
$
|
2,198
|
|
|
$
|
2,607
|
|
|
$
|
3,828
|
|
Net cash (used) provided by investing activities
|
(426
|
)
|
|
200
|
|
|
(1,102
|
)
|
|||
Net cash used by financing activities
|
(2,169
|
)
|
|
(4,367
|
)
|
|
(3,675
|
)
|
|||
Net cash (used) provided by discontinued operations
|
(54
|
)
|
|
(43
|
)
|
|
36
|
|
|||
Net decrease in cash and equivalents
|
(451
|
)
|
|
(1,603
|
)
|
|
(913
|
)
|
|||
Cash and equivalents at beginning of year
|
2,785
|
|
|
4,388
|
|
|
5,301
|
|
|||
Cash and equivalents at end of year
|
2,334
|
|
|
2,785
|
|
|
4,388
|
|
|||
Marketable securities
|
—
|
|
|
—
|
|
|
500
|
|
|||
Short- and long-term debt
|
(3,888
|
)
|
|
(3,399
|
)
|
|
(3,893
|
)
|
|||
Net (debt) cash
|
$
|
(1,554
|
)
|
|
$
|
(614
|
)
|
|
$
|
995
|
|
Debt-to-equity (a)
|
35.4
|
%
|
|
31.7
|
%
|
|
32.9
|
%
|
|||
Debt-to-capital (b)
|
26.2
|
%
|
|
24.0
|
%
|
|
24.8
|
%
|
(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.
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Net cash provided by operating activities
|
$
|
2,198
|
|
|
$
|
2,607
|
|
|
$
|
3,828
|
|
|
$
|
3,159
|
|
|
$
|
2,645
|
|
Capital expenditures
|
(392
|
)
|
|
(569
|
)
|
|
(521
|
)
|
|
(436
|
)
|
|
(436
|
)
|
|||||
Free cash flow from operations
|
$
|
1,806
|
|
|
$
|
2,038
|
|
|
$
|
3,307
|
|
|
$
|
2,723
|
|
|
$
|
2,209
|
|
Cash flow as a percentage of earnings from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
72
|
%
|
|
88
|
%
|
|
143
|
%
|
|
127
|
%
|
|
NM*
|
|
|||||
Free cash flow from operations
|
59
|
%
|
|
69
|
%
|
|
124
|
%
|
|
110
|
%
|
|
NM*
|
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012*
|
||||||||||
Earnings from continuing operations
|
$
|
3,062
|
|
|
$
|
2,965
|
|
|
$
|
2,673
|
|
|
$
|
2,486
|
|
|
$
|
1,414
|
|
After-tax interest expense
|
64
|
|
|
64
|
|
|
67
|
|
|
67
|
|
|
109
|
|
|||||
After-tax amortization expense
|
57
|
|
|
75
|
|
|
79
|
|
|
93
|
|
|
139
|
|
|||||
Net operating profit after taxes
|
$
|
3,183
|
|
|
$
|
3,104
|
|
|
$
|
2,819
|
|
|
$
|
2,646
|
|
|
$
|
1,662
|
|
Average invested capital
|
$
|
17,619
|
|
|
$
|
17,858
|
|
|
$
|
18,673
|
|
|
$
|
18,741
|
|
|
$
|
19,887
|
|
Return on invested capital
|
18.1
|
%
|
|
17.4
|
%
|
|
15.1
|
%
|
|
14.1
|
%
|
|
8.4
|
%
|
|
|
|
Payments Due by Period
|
||||||||||||||||
Contractual Obligations
|
Total Amount Committed
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
4-5 Years
|
|
More Than 5 Years
|
||||||||||
Long-term debt (a)
|
$
|
4,791
|
|
|
$
|
991
|
|
|
$
|
162
|
|
|
$
|
661
|
|
|
$
|
2,977
|
|
Capital lease obligations
|
30
|
|
|
2
|
|
|
5
|
|
|
4
|
|
|
19
|
|
|||||
Operating leases
|
1,187
|
|
|
241
|
|
|
339
|
|
|
164
|
|
|
443
|
|
|||||
Purchase obligations (b)
|
26,155
|
|
|
11,783
|
|
|
9,938
|
|
|
3,443
|
|
|
991
|
|
|||||
Other long-term liabilities (c)
|
18,169
|
|
|
3,004
|
|
|
2,287
|
|
|
1,783
|
|
|
11,095
|
|
|||||
|
$
|
50,332
|
|
|
$
|
16,021
|
|
|
$
|
12,731
|
|
|
$
|
6,055
|
|
|
$
|
15,525
|
|
|
|
|
Amount of Commitment Expiration by Period
|
||||||||||||||||
Commercial Commitments
|
Total Amount Committed
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
4-5 Years
|
|
More Than 5 Years
|
||||||||||
Letters of credit and guarantees*
|
$
|
1,044
|
|
|
$
|
560
|
|
|
$
|
257
|
|
|
$
|
68
|
|
|
$
|
159
|
|
(Dollars in millions)
|
2016
|
|
2015
|
||||
Recognized
|
$
|
(27
|
)
|
|
$
|
(8
|
)
|
Unrecognized
|
(536
|
)
|
|
(652
|
)
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions, except per-share amounts)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Products
|
$
|
19,885
|
|
|
$
|
20,280
|
|
|
$
|
19,564
|
|
Services
|
11,468
|
|
|
11,189
|
|
|
11,288
|
|
|||
|
31,353
|
|
|
31,469
|
|
|
30,852
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Products
|
15,443
|
|
|
15,871
|
|
|
15,335
|
|
|||
Services
|
9,661
|
|
|
9,468
|
|
|
9,644
|
|
|||
General and administrative (G&A)
|
1,940
|
|
|
1,952
|
|
|
1,984
|
|
|||
|
27,044
|
|
|
27,291
|
|
|
26,963
|
|
|||
Operating earnings
|
4,309
|
|
|
4,178
|
|
|
3,889
|
|
|||
Interest, net
|
(91
|
)
|
|
(83
|
)
|
|
(86
|
)
|
|||
Other, net
|
13
|
|
|
7
|
|
|
(1
|
)
|
|||
Earnings from continuing operations before income tax
|
4,231
|
|
|
4,102
|
|
|
3,802
|
|
|||
Provision for income tax, net
|
1,169
|
|
|
1,137
|
|
|
1,129
|
|
|||
Earnings from continuing operations
|
3,062
|
|
|
2,965
|
|
|
2,673
|
|
|||
Discontinued operations, net of tax benefit of $51 in 2016, $7 in 2015 and $16 in 2014
|
(107
|
)
|
|
—
|
|
|
(140
|
)
|
|||
Net earnings
|
$
|
2,955
|
|
|
$
|
2,965
|
|
|
$
|
2,533
|
|
|
|
|
|
|
|
||||||
Earnings per share
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
10.05
|
|
|
$
|
9.23
|
|
|
$
|
7.97
|
|
Discontinued operations
|
(0.35
|
)
|
|
—
|
|
|
(0.41
|
)
|
|||
Net earnings
|
$
|
9.70
|
|
|
$
|
9.23
|
|
|
$
|
7.56
|
|
Diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
9.87
|
|
|
$
|
9.08
|
|
|
$
|
7.83
|
|
Discontinued operations
|
(0.35
|
)
|
|
—
|
|
|
(0.41
|
)
|
|||
Net earnings
|
$
|
9.52
|
|
|
$
|
9.08
|
|
|
$
|
7.42
|
|
|
Year Ended December 31
|
|||||||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings
|
|
$
|
2,955
|
|
|
$
|
2,965
|
|
|
$
|
2,533
|
|
Gains (losses) on cash flow hedges
|
|
191
|
|
|
(394
|
)
|
|
(279
|
)
|
|||
Unrealized (losses) gains on securities
|
|
(9
|
)
|
|
(2
|
)
|
|
10
|
|
|||
Foreign currency translation adjustments
|
|
(118
|
)
|
|
(374
|
)
|
|
(436
|
)
|
|||
Change in retirement plans’ funded status
|
|
(192
|
)
|
|
500
|
|
|
(1,745
|
)
|
|||
Other comprehensive loss, pretax
|
|
(128
|
)
|
|
(270
|
)
|
|
(2,450
|
)
|
|||
(Benefit) provision for income tax, net
|
|
(18
|
)
|
|
84
|
|
|
(703
|
)
|
|||
Other comprehensive loss, net of tax
|
|
(110
|
)
|
|
(354
|
)
|
|
(1,747
|
)
|
|||
Comprehensive income
|
|
$
|
2,845
|
|
|
$
|
2,611
|
|
|
$
|
786
|
|
|
December 31
|
||||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and equivalents
|
$
|
2,334
|
|
|
$
|
2,785
|
|
Accounts receivable
|
3,611
|
|
|
3,446
|
|
||
Contracts in process
|
5,282
|
|
|
4,357
|
|
||
Inventories
|
3,523
|
|
|
3,366
|
|
||
Other current assets
|
697
|
|
|
617
|
|
||
Total current assets
|
15,447
|
|
|
14,571
|
|
||
Noncurrent assets:
|
|
|
|
||||
Property, plant and equipment, net
|
3,467
|
|
|
3,466
|
|
||
Intangible assets, net
|
678
|
|
|
763
|
|
||
Goodwill
|
11,445
|
|
|
11,443
|
|
||
Other assets
|
1,835
|
|
|
1,754
|
|
||
Total noncurrent assets
|
17,425
|
|
|
17,426
|
|
||
Total assets
|
$
|
32,872
|
|
|
$
|
31,997
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt and current portion of long-term debt
|
$
|
900
|
|
|
$
|
501
|
|
Accounts payable
|
2,538
|
|
|
1,964
|
|
||
Customer advances and deposits
|
4,939
|
|
|
5,674
|
|
||
Other current liabilities
|
4,469
|
|
|
4,306
|
|
||
Total current liabilities
|
12,846
|
|
|
12,445
|
|
||
Noncurrent liabilities:
|
|
|
|
||||
Long-term debt
|
2,988
|
|
|
2,898
|
|
||
Other liabilities
|
6,062
|
|
|
5,916
|
|
||
Commitments and contingencies (see Note N)
|
|
|
|
|
|
||
Total noncurrent liabilities
|
9,050
|
|
|
8,814
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Common stock
|
482
|
|
|
482
|
|
||
Surplus
|
2,819
|
|
|
2,730
|
|
||
Retained earnings
|
25,227
|
|
|
23,204
|
|
||
Treasury stock
|
(14,156
|
)
|
|
(12,392
|
)
|
||
Accumulated other comprehensive loss
|
(3,396
|
)
|
|
(3,286
|
)
|
||
Total shareholders’ equity
|
10,976
|
|
|
10,738
|
|
||
Total liabilities and shareholders’ equity
|
$
|
32,872
|
|
|
$
|
31,997
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities - continuing operations:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
2,955
|
|
|
$
|
2,965
|
|
|
$
|
2,533
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation of property, plant and equipment
|
366
|
|
|
366
|
|
|
375
|
|
|||
Amortization of intangible assets
|
88
|
|
|
116
|
|
|
121
|
|
|||
Equity-based compensation expense
|
100
|
|
|
110
|
|
|
128
|
|
|||
Deferred income tax provision
|
376
|
|
|
167
|
|
|
136
|
|
|||
Discontinued operations, net of tax
|
107
|
|
|
—
|
|
|
140
|
|
|||
(Increase) decrease in assets, net of effects of business acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(161
|
)
|
|
604
|
|
|
330
|
|
|||
Contracts in process
|
(1,033
|
)
|
|
231
|
|
|
281
|
|
|||
Inventories
|
(154
|
)
|
|
(156
|
)
|
|
(303
|
)
|
|||
Increase (decrease) in liabilities, net of effects of business acquisitions:
|
|
|
|
|
|
||||||
Accounts payable
|
567
|
|
|
(89
|
)
|
|
(161
|
)
|
|||
Customer advances and deposits
|
(825
|
)
|
|
(1,756
|
)
|
|
691
|
|
|||
Other current liabilities
|
(30
|
)
|
|
(52
|
)
|
|
(229
|
)
|
|||
Other, net
|
(158
|
)
|
|
101
|
|
|
(214
|
)
|
|||
Net cash provided by operating activities
|
2,198
|
|
|
2,607
|
|
|
3,828
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(392
|
)
|
|
(569
|
)
|
|
(521
|
)
|
|||
Maturities of held-to-maturity securities
|
—
|
|
|
500
|
|
|
—
|
|
|||
Purchases of held-to-maturity securities
|
—
|
|
|
—
|
|
|
(500
|
)
|
|||
Proceeds from sales of assets
|
9
|
|
|
291
|
|
|
102
|
|
|||
Other, net
|
(43
|
)
|
|
(22
|
)
|
|
(183
|
)
|
|||
Net cash (used) provided by investing activities
|
(426
|
)
|
|
200
|
|
|
(1,102
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Purchases of common stock
|
(1,996
|
)
|
|
(3,233
|
)
|
|
(3,382
|
)
|
|||
Proceeds from fixed-rate notes
|
992
|
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
(911
|
)
|
|
(873
|
)
|
|
(822
|
)
|
|||
Repayment of fixed-rate notes
|
(500
|
)
|
|
(500
|
)
|
|
—
|
|
|||
Proceeds from stock option exercises
|
292
|
|
|
268
|
|
|
547
|
|
|||
Other, net
|
(46
|
)
|
|
(29
|
)
|
|
(18
|
)
|
|||
Net cash used by financing activities
|
(2,169
|
)
|
|
(4,367
|
)
|
|
(3,675
|
)
|
|||
Net cash (used) provided by discontinued operations
|
(54
|
)
|
|
(43
|
)
|
|
36
|
|
|||
Net decrease in cash and equivalents
|
(451
|
)
|
|
(1,603
|
)
|
|
(913
|
)
|
|||
Cash and equivalents at beginning of year
|
2,785
|
|
|
4,388
|
|
|
5,301
|
|
|||
Cash and equivalents at end of year
|
$
|
2,334
|
|
|
$
|
2,785
|
|
|
$
|
4,388
|
|
|
Common Stock
|
|
Retained
|
|
Treasury
|
|
Accumulated
Other
Comprehensive
|
|
Total
Shareholders’
|
||||||||||||||
(Dollars in millions)
|
Par
|
|
Surplus
|
|
Earnings
|
|
Stock
|
|
Loss
|
|
Equity
|
||||||||||||
December 31, 2013
|
$
|
482
|
|
|
$
|
2,226
|
|
|
$
|
19,428
|
|
|
$
|
(6,450
|
)
|
|
$
|
(1,185
|
)
|
|
$
|
14,501
|
|
Net earnings
|
—
|
|
|
—
|
|
|
2,533
|
|
|
—
|
|
|
—
|
|
|
2,533
|
|
||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
(834
|
)
|
|
—
|
|
|
—
|
|
|
(834
|
)
|
||||||
Equity-based awards
|
—
|
|
|
322
|
|
|
—
|
|
|
436
|
|
|
—
|
|
|
758
|
|
||||||
Shares purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,382
|
)
|
|
—
|
|
|
(3,382
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,747
|
)
|
|
(1,747
|
)
|
||||||
December 31, 2014
|
482
|
|
|
2,548
|
|
|
21,127
|
|
|
(9,396
|
)
|
|
(2,932
|
)
|
|
11,829
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
2,965
|
|
|
—
|
|
|
—
|
|
|
2,965
|
|
||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
(888
|
)
|
|
—
|
|
|
—
|
|
|
(888
|
)
|
||||||
Equity-based awards
|
—
|
|
|
182
|
|
|
—
|
|
|
237
|
|
|
—
|
|
|
419
|
|
||||||
Shares purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,233
|
)
|
|
—
|
|
|
(3,233
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(354
|
)
|
|
(354
|
)
|
||||||
December 31, 2015
|
482
|
|
|
2,730
|
|
|
23,204
|
|
|
(12,392
|
)
|
|
(3,286
|
)
|
|
10,738
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
2,955
|
|
|
—
|
|
|
—
|
|
|
2,955
|
|
||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
(932
|
)
|
|
—
|
|
|
—
|
|
|
(932
|
)
|
||||||
Equity-based awards
|
—
|
|
|
89
|
|
|
—
|
|
|
267
|
|
|
—
|
|
|
356
|
|
||||||
Shares purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,031
|
)
|
|
—
|
|
|
(2,031
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
(110
|
)
|
||||||
December 31, 2016
|
$
|
482
|
|
|
$
|
2,819
|
|
|
$
|
25,227
|
|
|
$
|
(14,156
|
)
|
|
$
|
(3,396
|
)
|
|
$
|
10,976
|
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Interest expense
|
$
|
99
|
|
|
$
|
98
|
|
|
$
|
103
|
|
Interest income
|
(8
|
)
|
|
(15
|
)
|
|
(17
|
)
|
|||
Interest expense, net
|
$
|
91
|
|
|
$
|
83
|
|
|
$
|
86
|
|
•
|
ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). ASU 2015-07 removes from the fair value hierarchy all investments for which fair value is measured using net asset value per share (NAV) as a practical expedient. As the ASU was adopted retrospectively, we have restated our prior-period investments in Note P
accordingly. None of our investments in Note D
are measured using NAV as a practical expedient.
|
•
|
ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 impacted several aspects of our accounting for share-based payment transactions. 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. Previously, these amounts were recognized directly to shareholders' equity. In the Consolidated Statement of Cash Flows, the excess tax benefit from equity-based compensation, previously classified as a financing activity, is now classified as an operating activity. Additionally, cash paid when directly withholding shares on an employee's behalf for tax withholding purposes is classified as a financing activity.
|
•
|
ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent on the Consolidated Balance Sheet. We adopted the standard prospectively on the effective date, January 1, 2017. The adoption of ASU 2015-17 resulted in reclassifications among financial statement accounts, but these reclassifications did not change the total amount of our net deferred tax asset.
|
•
|
ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Specific to our business, ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income. The ASU eliminates the available-for-sale classification for equity investments that recognized changes in the fair value as a component of other comprehensive income. We intend to adopt the standard on the effective date with a cumulative-effect adjustment to the Consolidated Balance Sheet as of January 1, 2018. We do not expect the adoption of ASU 2016-01 to have a material effect on our results of operations, financial condition or cash flows.
|
•
|
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 are in the preliminary phases of assessing the effect of the ASU on our portfolio of leases. While this assessment continues, we have not yet selected a transition date nor have we yet determined the effect of the ASU on our results of operations, financial condition or cash flows.
|
•
|
ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the Consolidated Statement of Cash Flows by providing guidance on eight specific cash flow issues. ASU 2016-15 is effective retrospectively on January 1, 2018, with early adoption permitted. We have not yet determined the effect of the ASU on our results of operations, financial condition or cash flows nor have we selected a transition date.
|
•
|
ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 requires recognition of the current and deferred income tax effects of an intra-entity asset transfer, other than inventory, when the transfer occurs, as opposed to current GAAP, which requires companies to defer the income tax effects of intra-entity asset transfers until the asset has been sold to an outside party. The income tax effects of intra-entity inventory transfers will continue to be deferred
|
•
|
ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 is intended to reduce diversity in practice in the classification and presentation of changes in restricted cash on the Consolidated Statement of Cash Flows. The ASU requires that the Consolidated Statement of Cash Flows explain the change in total cash and equivalents and amounts generally described as restricted cash or restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts. The ASU also requires a reconciliation between the total of cash and equivalents and restricted cash presented on the Consolidated Statement of Cash Flows and the cash and equivalents balance presented on the Consolidated Balance Sheet. ASU 2016-18 is effective retrospectively on January 1, 2018, with early adoption permitted. We have not yet selected a transition date. We do not expect the adoption of ASU 2016-18 to have a material effect on our results of operations, financial condition or cash flows.
|
|
Aerospace
|
|
Combat Systems
|
|
Information Systems and Technology
|
|
Marine Systems
|
|
Total Goodwill
|
||||||||||
December 31, 2014 (a)
|
$
|
2,555
|
|
|
$
|
2,750
|
|
|
$
|
6,137
|
|
|
$
|
289
|
|
|
$
|
11,731
|
|
Acquisitions/divestitures (b)
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
—
|
|
|
(76
|
)
|
|||||
Other (c)
|
(13
|
)
|
|
(159
|
)
|
|
(40
|
)
|
|
—
|
|
|
(212
|
)
|
|||||
December 31, 2015
|
2,542
|
|
|
2,591
|
|
|
6,021
|
|
|
289
|
|
|
11,443
|
|
|||||
Acquisitions (b)
|
29
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
31
|
|
|||||
Other (c)
|
(34
|
)
|
|
7
|
|
|
(10
|
)
|
|
8
|
|
|
(29
|
)
|
|||||
December 31, 2016
|
$
|
2,537
|
|
|
$
|
2,598
|
|
|
$
|
6,013
|
|
|
$
|
297
|
|
|
$
|
11,445
|
|
|
Gross Carrying Amount (a)
|
Accumulated Amortization
|
Net Carrying Amount
|
|
Gross Carrying Amount (a)
|
Accumulated Amortization
|
Net Carrying Amount
|
||||||||||||
December 31
|
2016
|
|
2015
|
||||||||||||||||
Contract and program intangible assets (b)
|
$
|
1,633
|
|
$
|
(1,281
|
)
|
$
|
352
|
|
|
$
|
1,626
|
|
$
|
(1,214
|
)
|
$
|
412
|
|
Trade names and trademarks
|
446
|
|
(139
|
)
|
307
|
|
|
455
|
|
(127
|
)
|
328
|
|
||||||
Technology and software
|
121
|
|
(102
|
)
|
19
|
|
|
119
|
|
(96
|
)
|
23
|
|
||||||
Other intangible assets
|
154
|
|
(154
|
)
|
—
|
|
|
154
|
|
(154
|
)
|
—
|
|
||||||
Total intangible assets
|
$
|
2,354
|
|
$
|
(1,676
|
)
|
$
|
678
|
|
|
$
|
2,354
|
|
$
|
(1,591
|
)
|
$
|
763
|
|
|
|
Range of Amortization Life
|
Contract and program intangible assets
|
|
7-30
|
Trade names and trademarks
|
|
30
|
Technology and software
|
|
7-15
|
Year Ended December 31
|
2016
|
2015
|
2014
|
|||
Basic weighted average shares outstanding
|
304,707
|
|
321,313
|
|
335,192
|
|
Dilutive effect of stock options and restricted stock/RSUs*
|
5,680
|
|
5,339
|
|
6,139
|
|
Diluted weighted average shares outstanding
|
310,387
|
|
326,652
|
|
341,331
|
|
•
|
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)
|
December 31, 2016
|
||||||||||||||
Available-for-sale securities
|
$
|
177
|
|
|
$
|
177
|
|
|
$
|
59
|
|
|
$
|
118
|
|
Derivatives
|
(477
|
)
|
|
(477
|
)
|
|
—
|
|
|
(477
|
)
|
||||
Long-term debt, including current portion
|
(3,924
|
)
|
|
(3,849
|
)
|
|
—
|
|
|
(3,849
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2015
|
||||||||||||||
Available-for-sale securities
|
$
|
186
|
|
|
$
|
186
|
|
|
$
|
92
|
|
|
$
|
94
|
|
Derivatives
|
(673
|
)
|
|
(673
|
)
|
|
—
|
|
|
(673
|
)
|
||||
Long-term debt, including current portion
|
(3,425
|
)
|
|
(3,381
|
)
|
|
—
|
|
|
(3,381
|
)
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
698
|
|
|
$
|
841
|
|
|
$
|
856
|
|
State
|
24
|
|
|
31
|
|
|
31
|
|
|||
International
|
71
|
|
|
98
|
|
|
106
|
|
|||
Total current
|
793
|
|
|
970
|
|
|
993
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. federal
|
316
|
|
|
116
|
|
|
110
|
|
|||
State
|
14
|
|
|
5
|
|
|
(3
|
)
|
|||
International
|
46
|
|
|
46
|
|
|
29
|
|
|||
Total deferred
|
376
|
|
|
167
|
|
|
136
|
|
|||
Provision for income taxes, net
|
$
|
1,169
|
|
|
$
|
1,137
|
|
|
$
|
1,129
|
|
Net income tax payments
|
$
|
959
|
|
|
$
|
871
|
|
|
$
|
1,019
|
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
|||
Statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State tax on commercial operations, net of federal benefits
|
0.6
|
|
|
0.6
|
|
|
0.5
|
|
Impact of international operations
|
(3.8
|
)
|
|
(1.4
|
)
|
|
(2.6
|
)
|
Domestic production deduction
|
(1.3
|
)
|
|
(1.6
|
)
|
|
(1.9
|
)
|
Adoption of ASU 2016-09
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
Domestic tax credits
|
(0.8
|
)
|
|
(1.1
|
)
|
|
(0.7
|
)
|
Contract close-outs
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
Other, net
|
(0.1
|
)
|
|
(0.9
|
)
|
|
(0.6
|
)
|
Effective income tax rate
|
27.6
|
%
|
|
27.7
|
%
|
|
29.7
|
%
|
December 31
|
2016
|
|
2015
|
||||
Retirement benefits
|
$
|
1,461
|
|
|
$
|
1,347
|
|
Tax loss and credit carryforwards
|
480
|
|
|
522
|
|
||
Salaries and wages
|
257
|
|
|
275
|
|
||
Workers’ compensation
|
235
|
|
|
248
|
|
||
Other
|
396
|
|
|
406
|
|
||
Deferred assets
|
2,829
|
|
|
2,798
|
|
||
Valuation allowances
|
(406
|
)
|
|
(425
|
)
|
||
Net deferred assets
|
$
|
2,423
|
|
|
$
|
2,373
|
|
|
|
|
|
||||
Intangible assets
|
$
|
(1,049
|
)
|
|
$
|
(1,013
|
)
|
Contract accounting methods
|
(532
|
)
|
|
(261
|
)
|
||
Property, plant and equipment
|
(320
|
)
|
|
(285
|
)
|
||
Capital Construction Fund qualified ships
|
(240
|
)
|
|
(240
|
)
|
||
Other
|
(245
|
)
|
|
(203
|
)
|
||
Deferred liabilities
|
$
|
(2,386
|
)
|
|
$
|
(2,002
|
)
|
Net deferred tax asset
|
$
|
37
|
|
|
$
|
371
|
|
December 31
|
2016
|
|
2015
|
||||
Current deferred tax asset
|
$
|
5
|
|
|
$
|
3
|
|
Current deferred tax liability
|
(1,258
|
)
|
|
(829
|
)
|
||
Noncurrent deferred tax asset
|
1,362
|
|
|
1,272
|
|
||
Noncurrent deferred tax liability
|
(72
|
)
|
|
(75
|
)
|
||
Net deferred tax asset
|
$
|
37
|
|
|
$
|
371
|
|
December 31
|
2016
|
|
2015
|
||||
Non-U.S. government
|
$
|
2,147
|
|
|
$
|
2,144
|
|
U.S. government
|
793
|
|
|
683
|
|
||
Commercial
|
671
|
|
|
619
|
|
||
Total accounts receivable
|
$
|
3,611
|
|
|
$
|
3,446
|
|
December 31
|
2016
|
|
2015
|
||||
Contract costs and estimated profits
|
$
|
27,794
|
|
|
$
|
20,742
|
|
Other contract costs
|
699
|
|
|
965
|
|
||
|
28,493
|
|
|
21,707
|
|
||
Advances and progress payments
|
(23,211
|
)
|
|
(17,350
|
)
|
||
Total contracts in process
|
$
|
5,282
|
|
|
$
|
4,357
|
|
December 31
|
2016
|
|
2015
|
||||
Work in process
|
$
|
2,058
|
|
|
$
|
1,889
|
|
Raw materials
|
1,415
|
|
|
1,376
|
|
||
Finished goods
|
28
|
|
|
28
|
|
||
Pre-owned aircraft
|
22
|
|
|
73
|
|
||
Total inventories
|
$
|
3,523
|
|
|
$
|
3,366
|
|
December 31
|
2016
|
|
2015
|
||||
Machinery and equipment
|
$
|
4,582
|
|
|
$
|
4,394
|
|
Buildings and improvements
|
2,745
|
|
|
2,666
|
|
||
Land and improvements
|
333
|
|
|
328
|
|
||
Construction in process
|
269
|
|
|
288
|
|
||
Total PP&E
|
7,929
|
|
|
7,676
|
|
||
Accumulated depreciation
|
(4,462
|
)
|
|
(4,210
|
)
|
||
PP&E, net
|
$
|
3,467
|
|
|
$
|
3,466
|
|
December 31
|
|
2016
|
|
2015
|
||||
Fixed-rate notes due:
|
Interest rate
|
|
|
|
||||
July 2016
|
2.250%
|
$
|
—
|
|
|
$
|
500
|
|
November 2017
|
1.000%
|
900
|
|
|
900
|
|
||
July 2021
|
3.875%
|
500
|
|
|
500
|
|
||
November 2022
|
2.250%
|
1,000
|
|
|
1,000
|
|
||
August 2023
|
1.875%
|
500
|
|
|
—
|
|
||
August 2026
|
2.125%
|
500
|
|
|
—
|
|
||
November 2042
|
3.600%
|
500
|
|
|
500
|
|
||
Other
|
Various
|
24
|
|
|
25
|
|
||
Total debt - principal
|
|
3,924
|
|
|
3,425
|
|
||
Less unamortized debt issuance costs and discounts
|
|
36
|
|
|
26
|
|
||
Total debt
|
|
3,888
|
|
|
3,399
|
|
||
Less current portion
|
|
900
|
|
|
501
|
|
||
Long-term debt
|
|
$
|
2,988
|
|
|
$
|
2,898
|
|
Year Ended December 31
|
|
||
2017
|
$
|
902
|
|
2018
|
1
|
|
|
2019
|
1
|
|
|
2020
|
1
|
|
|
2021
|
501
|
|
|
Thereafter
|
2,518
|
|
|
Total debt - principal
|
$
|
3,924
|
|
December 31
|
2016
|
|
2015
|
||||
Deferred income taxes
|
$
|
1,258
|
|
|
$
|
829
|
|
Salaries and wages
|
695
|
|
|
648
|
|
||
Fair value of cash flow hedges
|
521
|
|
|
780
|
|
||
Workers’ compensation
|
337
|
|
|
369
|
|
||
Retirement benefits
|
303
|
|
|
304
|
|
||
Other (a)
|
1,355
|
|
|
1,376
|
|
||
Total other current liabilities
|
$
|
4,469
|
|
|
$
|
4,306
|
|
|
|
|
|
||||
Retirement benefits
|
$
|
4,393
|
|
|
$
|
4,251
|
|
Customer deposits on commercial contracts
|
418
|
|
|
506
|
|
||
Deferred income taxes
|
72
|
|
|
75
|
|
||
Other (b)
|
1,179
|
|
|
1,084
|
|
||
Total other liabilities
|
$
|
6,062
|
|
|
$
|
5,916
|
|
|
Gains (Losses) on Cash Flow Hedges
|
Unrealized Gains on Securities
|
Foreign Currency Translation Adjustments
|
Changes in Retirement Plans’ Funded Status
|
AOCL
|
||||||||||
December 31, 2013
|
$
|
9
|
|
$
|
15
|
|
$
|
974
|
|
$
|
(2,183
|
)
|
$
|
(1,185
|
)
|
Other comprehensive loss, pretax
|
(279
|
)
|
10
|
|
(436
|
)
|
(1,745
|
)
|
(2,450
|
)
|
|||||
Benefit for income tax, net
|
(97
|
)
|
3
|
|
(3
|
)
|
(606
|
)
|
(703
|
)
|
|||||
Other comprehensive loss, net of tax
|
(182
|
)
|
7
|
|
(433
|
)
|
(1,139
|
)
|
(1,747
|
)
|
|||||
December 31, 2014
|
(173
|
)
|
22
|
|
541
|
|
(3,322
|
)
|
(2,932
|
)
|
|||||
Other comprehensive loss, pretax
|
(394
|
)
|
(2
|
)
|
(374
|
)
|
500
|
|
(270
|
)
|
|||||
Provision for income tax, net
|
(80
|
)
|
—
|
|
(11
|
)
|
175
|
|
84
|
|
|||||
Other comprehensive loss, net of tax
|
(314
|
)
|
(2
|
)
|
(363
|
)
|
325
|
|
(354
|
)
|
|||||
December 31, 2015
|
(487
|
)
|
20
|
|
178
|
|
(2,997
|
)
|
(3,286
|
)
|
|||||
Other comprehensive loss, pretax
|
191
|
|
(9
|
)
|
(118
|
)
|
(192
|
)
|
(128
|
)
|
|||||
Benefit for income tax, net
|
49
|
|
(3
|
)
|
—
|
|
(64
|
)
|
(18
|
)
|
|||||
Other comprehensive loss, net of tax
|
142
|
|
(6
|
)
|
(118
|
)
|
(128
|
)
|
(110
|
)
|
|||||
December 31, 2016
|
$
|
(345
|
)
|
$
|
14
|
|
$
|
60
|
|
$
|
(3,125
|
)
|
$
|
(3,396
|
)
|
Year Ended December 31
|
|||
2017
|
$
|
241
|
|
2018
|
195
|
|
|
2019
|
144
|
|
|
2020
|
92
|
|
|
2021
|
72
|
|
|
Thereafter
|
443
|
|
|
Total minimum lease payments
|
$
|
1,187
|
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
$
|
465
|
|
|
$
|
428
|
|
|
$
|
354
|
|
Warranty expense
|
140
|
|
|
158
|
|
|
146
|
|
|||
Payments
|
(91
|
)
|
|
(120
|
)
|
|
(78
|
)
|
|||
Adjustments
|
1
|
|
|
(1
|
)
|
|
6
|
|
|||
Ending balance
|
$
|
515
|
|
|
$
|
465
|
|
|
$
|
428
|
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options
|
$
|
25
|
|
|
$
|
32
|
|
|
$
|
38
|
|
Restricted stock
|
40
|
|
|
40
|
|
|
45
|
|
|||
Total equity-based compensation expense, net of tax
|
$
|
65
|
|
|
$
|
72
|
|
|
$
|
83
|
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
|||
Expected volatility
|
19.1-20.0%
|
|
|
20.1-24.1%
|
|
|
19.4-20.8%
|
|
Weighted average expected volatility
|
20.0
|
%
|
|
24.0
|
%
|
|
20.2
|
%
|
Expected term (in months)
|
70
|
|
|
74
|
|
|
43/53
|
|
Risk-free interest rate
|
1.5-1.6%
|
|
|
1.7-1.9%
|
|
|
1.1-1.4%
|
|
Expected dividend yield
|
2.0
|
%
|
|
2.0
|
%
|
|
2.5
|
%
|
•
|
Expected volatility is based on the historical volatility of our common stock over a period equal to the expected term of the option.
|
•
|
In
2016
and
2015
, expected term is based on assumptions used by a set of comparable peer companies as sufficient entity-specific information is not available. In
2014
, using historical option exercise data, we estimated different expected terms and determined a separate fair value for options granted for two employee populations.
|
•
|
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.
|
•
|
Expected dividend yield is based on our historical dividend yield.
|
|
Shares Under Option
|
|
Weighted Average
Exercise Price Per Share
|
|||
Outstanding on December 31, 2015
|
12,175,661
|
|
|
$
|
94.17
|
|
Granted
|
2,732,700
|
|
|
135.96
|
|
|
Exercised
|
(3,823,862
|
)
|
|
82.25
|
|
|
Forfeited/canceled
|
(149,878
|
)
|
|
134.55
|
|
|
Outstanding on December 31, 2016
|
10,934,621
|
|
|
$
|
108.23
|
|
Vested and expected to vest on December 31, 2016
|
10,756,736
|
|
|
$
|
107.76
|
|
Exercisable on December 31, 2016
|
6,320,162
|
|
|
$
|
87.69
|
|
|
Weighted Average Remaining
Contractual Term (in years)
|
|
Aggregate Intrinsic
Value
|
||
Outstanding
|
5.5
|
|
$
|
705
|
|
Vested and expected to vest
|
5.5
|
|
698
|
|
|
Exercisable
|
3.2
|
|
537
|
|
|
Shares/
Share-Equivalent Units
|
|
Weighted Average
Grant-Date Fair Value Per Share
|
|||
Nonvested at December 31, 2015
|
2,859,171
|
|
|
$
|
91.03
|
|
Granted
|
476,399
|
|
|
135.96
|
|
|
Vested
|
(499,198
|
)
|
|
70.91
|
|
|
Forfeited
|
(30,244
|
)
|
|
116.87
|
|
|
Nonvested at December 31, 2016
|
2,806,128
|
|
|
$
|
101.54
|
|
|
Pension
Benefits
|
|
Other Post-retirement
Benefits
|
||||
2017
|
$
|
594
|
|
|
$
|
65
|
|
2018
|
619
|
|
|
65
|
|
||
2019
|
644
|
|
|
65
|
|
||
2020
|
674
|
|
|
64
|
|
||
2021
|
704
|
|
|
64
|
|
||
2022-2026
|
3,905
|
|
|
306
|
|
|
Pension Benefits
|
||||||||||
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
173
|
|
|
$
|
210
|
|
|
$
|
186
|
|
Interest cost
|
456
|
|
|
529
|
|
|
532
|
|
|||
Expected return on plan assets
|
(713
|
)
|
|
(693
|
)
|
|
(655
|
)
|
|||
Recognized net actuarial loss
|
343
|
|
|
417
|
|
|
320
|
|
|||
Amortization of prior service credit
|
(68
|
)
|
|
(67
|
)
|
|
(67
|
)
|
|||
Net annual benefit cost
|
$
|
191
|
|
|
$
|
396
|
|
|
$
|
316
|
|
|
Other Post-retirement Benefits
|
||||||||||
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
10
|
|
|
$
|
11
|
|
|
$
|
12
|
|
Interest cost
|
34
|
|
|
44
|
|
|
52
|
|
|||
Expected return on plan assets
|
(33
|
)
|
|
(32
|
)
|
|
(31
|
)
|
|||
Recognized net actuarial (gain) loss
|
(3
|
)
|
|
6
|
|
|
9
|
|
|||
Amortization of prior service credit
|
(6
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|||
Net annual benefit cost
|
$
|
2
|
|
|
$
|
24
|
|
|
$
|
40
|
|
|
Pension Benefits
|
|
Other Post-retirement Benefits
|
||||||||||||
Year Ended December 31
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
(12,554
|
)
|
|
$
|
(13,236
|
)
|
|
$
|
(991
|
)
|
|
$
|
(1,130
|
)
|
Service cost
|
(173
|
)
|
|
(210
|
)
|
|
(10
|
)
|
|
(11
|
)
|
||||
Interest cost
|
(456
|
)
|
|
(529
|
)
|
|
(34
|
)
|
|
(44
|
)
|
||||
Amendments
|
—
|
|
|
6
|
|
|
(13
|
)
|
|
(10
|
)
|
||||
Actuarial (loss) gain
|
(383
|
)
|
|
685
|
|
|
(18
|
)
|
|
104
|
|
||||
Settlement/curtailment/other
|
(4
|
)
|
|
195
|
|
|
(3
|
)
|
|
35
|
|
||||
Benefits paid
|
548
|
|
|
535
|
|
|
64
|
|
|
65
|
|
||||
Benefit obligation at end of year
|
$
|
(13,022
|
)
|
|
$
|
(12,554
|
)
|
|
$
|
(1,005
|
)
|
|
$
|
(991
|
)
|
Change in Plan/Trust Assets
|
|
|
|
|
|
|
|
||||||||
Fair value of assets at beginning of year
|
$
|
8,608
|
|
|
$
|
9,084
|
|
|
$
|
527
|
|
|
$
|
553
|
|
Actual return on plan assets
|
694
|
|
|
(85
|
)
|
|
9
|
|
|
13
|
|
||||
Employer contributions
|
208
|
|
|
187
|
|
|
5
|
|
|
—
|
|
||||
Settlement/curtailment/other
|
5
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(535
|
)
|
|
(524
|
)
|
|
(42
|
)
|
|
(39
|
)
|
||||
Fair value of assets at end of year
|
$
|
8,980
|
|
|
$
|
8,608
|
|
|
$
|
499
|
|
|
$
|
527
|
|
Funded status at end of year
|
$
|
(4,042
|
)
|
|
$
|
(3,946
|
)
|
|
$
|
(506
|
)
|
|
$
|
(464
|
)
|
|
Pension Benefits
|
|
Other Post-retirement Benefits
|
||||||||||||
December 31
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Noncurrent assets
|
$
|
138
|
|
|
$
|
145
|
|
|
$
|
10
|
|
|
$
|
—
|
|
Current liabilities
|
(132
|
)
|
|
(125
|
)
|
|
(171
|
)
|
|
(179
|
)
|
||||
Noncurrent liabilities
|
(4,048
|
)
|
|
(3,966
|
)
|
|
(345
|
)
|
|
(285
|
)
|
||||
Net liability recognized
|
$
|
(4,042
|
)
|
|
$
|
(3,946
|
)
|
|
$
|
(506
|
)
|
|
$
|
(464
|
)
|
|
Pension Benefits
|
|
Other Post-retirement Benefits
|
||||||||||||
December 31
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net actuarial loss (gain)
|
$
|
4,947
|
|
|
$
|
4,887
|
|
|
$
|
36
|
|
|
$
|
(9
|
)
|
Prior service credit
|
(190
|
)
|
|
(258
|
)
|
|
(6
|
)
|
|
(25
|
)
|
||||
Total amount recognized in AOCL, pretax
|
$
|
4,757
|
|
|
$
|
4,629
|
|
|
$
|
30
|
|
|
$
|
(34
|
)
|
|
Pension Benefits
|
|
Other Post-retirement Benefits
|
||||||||||||
Year Ended December 31
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net actuarial loss (gain)
|
$
|
402
|
|
|
$
|
93
|
|
|
$
|
42
|
|
|
$
|
(85
|
)
|
Prior service (credit) cost
|
—
|
|
|
(6
|
)
|
|
13
|
|
|
10
|
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss from prior years
|
(343
|
)
|
|
(417
|
)
|
|
3
|
|
|
(6
|
)
|
||||
Prior service credit
|
68
|
|
|
67
|
|
|
6
|
|
|
5
|
|
||||
Other*
|
1
|
|
|
(152
|
)
|
|
—
|
|
|
(9
|
)
|
||||
Change in AOCL, pretax
|
$
|
128
|
|
|
$
|
(415
|
)
|
|
$
|
64
|
|
|
$
|
(85
|
)
|
|
Pension Benefits
|
|
Other Post-retirement
Benefits
|
||||
Net actuarial loss (gain)
|
$
|
344
|
|
|
$
|
(3
|
)
|
Prior service credit
|
(66
|
)
|
|
(5
|
)
|
December 31
|
2016
|
|
2015
|
||||
PBO
|
$
|
(12,817
|
)
|
|
$
|
(12,368
|
)
|
ABO
|
(12,557
|
)
|
|
(12,082
|
)
|
||
Fair value of plan assets
|
8,722
|
|
|
8,360
|
|
Assumptions on December 31
|
2016
|
|
2015
|
||
Pension Benefits
|
|
|
|
||
Benefit obligation discount rate
|
4.19
|
%
|
|
4.46
|
%
|
Rate of increase in compensation levels
|
2.92
|
%
|
|
3.40
|
%
|
Other Post-retirement Benefits
|
|
|
|
||
Benefit obligation discount rate
|
4.11
|
%
|
|
4.35
|
%
|
Healthcare cost trend rate:
|
|
|
|
||
Trend rate for next year
|
6.50
|
%
|
|
7.00
|
%
|
Ultimate trend rate
|
5.00
|
%
|
|
5.00
|
%
|
Year rate reaches ultimate trend rate
|
2024
|
|
|
2024
|
|
|
Increase
25 Basis Points
|
|
Decrease
25 Basis Points
|
||||
Increase (decrease) to net pension cost from:
|
|
|
|
||||
Change in discount rates
|
$
|
(28
|
)
|
|
$
|
29
|
|
Change in long-term rate of return on plan assets
|
(20
|
)
|
|
20
|
|
Equities
|
48-68%
|
Fixed income
|
20-48%
|
Cash
|
0-5%
|
Other asset classes
|
0-16%
|
|
Fair
Value
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Asset Category
|
December 31, 2016
|
||||||||||||||
Cash and equivalents
|
$
|
71
|
|
|
$
|
10
|
|
|
$
|
61
|
|
|
$
|
—
|
|
Equity securities (a):
|
|
|
|
|
|
|
|
||||||||
U.S. companies
|
786
|
|
|
786
|
|
|
—
|
|
|
—
|
|
||||
Non-U.S. companies
|
74
|
|
|
74
|
|
|
—
|
|
|
—
|
|
||||
Private equity investments
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||
Fixed-income securities:
|
|
|
|
|
|
|
|
||||||||
Treasury securities
|
239
|
|
|
—
|
|
|
239
|
|
|
—
|
|
||||
Corporate bonds (b)
|
2,115
|
|
|
—
|
|
|
2,115
|
|
|
—
|
|
||||
Commingled funds:
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
4,285
|
|
|
—
|
|
|
4,285
|
|
|
—
|
|
||||
Fixed-income funds
|
567
|
|
|
—
|
|
|
567
|
|
|
—
|
|
||||
Real estate funds
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Insurance deposit contracts
|
109
|
|
|
—
|
|
|
—
|
|
|
109
|
|
||||
Total plan assets in fair value hierarchy
|
$
|
8,301
|
|
|
$
|
870
|
|
|
$
|
7,267
|
|
|
$
|
164
|
|
Plan assets measured using NAV as a practical expedient (c):
|
|
|
|
|
|
|
|
||||||||
Hedge funds
|
314
|
|
|
|
|
|
|
|
|||||||
Real estate funds
|
365
|
|
|
|
|
|
|
|
|||||||
Total pension plan assets
|
$
|
8,980
|
|
|
|
|
|
|
|
|
Fair
Value
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Asset Category
|
December 31, 2015
|
||||||||||||||
Cash and equivalents
|
$
|
116
|
|
|
$
|
12
|
|
|
$
|
104
|
|
|
$
|
—
|
|
Equity securities (a):
|
|
|
|
|
|
|
|
||||||||
U.S. companies
|
675
|
|
|
675
|
|
|
—
|
|
|
—
|
|
||||
Non-U.S. companies
|
64
|
|
|
64
|
|
|
—
|
|
|
—
|
|
||||
Private equity investments
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Fixed-income securities:
|
|
|
|
|
|
|
|
||||||||
Treasury securities
|
261
|
|
|
—
|
|
|
261
|
|
|
—
|
|
||||
Corporate bonds (b)
|
1,986
|
|
|
—
|
|
|
1,986
|
|
|
—
|
|
||||
Commingled funds:
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
4,006
|
|
|
—
|
|
|
4,006
|
|
|
—
|
|
||||
Fixed-income funds
|
560
|
|
|
—
|
|
|
560
|
|
|
—
|
|
||||
Real estate funds
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Insurance deposit contracts
|
103
|
|
|
—
|
|
|
—
|
|
|
103
|
|
||||
Total plan assets in fair value hierarchy
|
$
|
7,825
|
|
|
$
|
751
|
|
|
$
|
6,917
|
|
|
$
|
157
|
|
Plan assets measured using NAV as a practical expedient (c):
|
|
|
|
|
|
|
|
||||||||
Hedge funds
|
445
|
|
|
|
|
|
|
|
|||||||
Real estate funds
|
338
|
|
|
|
|
|
|
|
|||||||
Total pension plan assets
|
$
|
8,608
|
|
|
|
|
|
|
|
|
|
|
|
Fair
Value
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
||||||
Asset Category
|
December 31, 2016
|
||||||||||
Cash equivalents
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Equity securities
|
69
|
|
|
69
|
|
|
—
|
|
|||
Fixed-income securities
|
88
|
|
|
—
|
|
|
88
|
|
|||
Commingled funds:
|
|
|
|
|
|
||||||
Equity funds
|
236
|
|
|
—
|
|
|
236
|
|
|||
Fixed-income funds
|
92
|
|
|
—
|
|
|
92
|
|
|||
Real estate funds
|
2
|
|
|
2
|
|
|
—
|
|
|||
Total plan assets in fair value hierarchy
|
$
|
497
|
|
|
$
|
71
|
|
|
$
|
426
|
|
Plan assets measured using NAV as a practical expedient*:
|
|
|
|
|
|
||||||
Hedge funds
|
1
|
|
|
|
|
|
|||||
Real estate funds
|
1
|
|
|
|
|
|
|||||
Total other post-retirement plan assets
|
$
|
499
|
|
|
|
|
|
|
Fair
Value
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
||||||
Asset Category
|
December 31, 2015
|
||||||||||
Cash equivalents
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
79
|
|
Equity securities
|
77
|
|
|
77
|
|
|
—
|
|
|||
Fixed-income securities
|
21
|
|
|
—
|
|
|
21
|
|
|||
Commingled funds:
|
|
|
|
|
|
||||||
Equity funds
|
246
|
|
|
—
|
|
|
246
|
|
|||
Fixed-income funds
|
99
|
|
|
—
|
|
|
99
|
|
|||
Real estate funds
|
2
|
|
|
2
|
|
|
—
|
|
|||
Total plan assets in fair value hierarchy
|
$
|
524
|
|
|
$
|
79
|
|
|
$
|
445
|
|
Plan assets measured using NAV as a practical expedient*:
|
|
|
|
|
|
||||||
Hedge funds
|
2
|
|
|
|
|
|
|||||
Real estate funds
|
1
|
|
|
|
|
|
|||||
Total other post-retirement plan assets
|
$
|
527
|
|
|
|
|
|
|
|
|
Private Equity Investments
|
|
Real Estate Funds
|
|
Insurance Deposits Agreements
|
|
Total Level 3 Assets
|
||||||||
December 31, 2014
|
$
|
9
|
|
|
$
|
42
|
|
|
$
|
103
|
|
|
$
|
154
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Unrealized gains, net
|
1
|
|
|
2
|
|
|
2
|
|
|
5
|
|
||||
Purchases, sales and settlements, net
|
2
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
December 31, 2015
|
12
|
|
|
42
|
|
|
103
|
|
|
157
|
|
||||
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Unrealized losses, net
|
1
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
||||
Realized gains, net
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Purchases, sales and settlements, net
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||
December 31, 2016
|
$
|
13
|
|
|
$
|
42
|
|
|
$
|
109
|
|
|
$
|
164
|
|
|
Revenue
|
|
Operating Earnings
|
|
Revenue from U.S. Government
|
||||||||||||||||||||||||
Year Ended December 31
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
||||||||||||||||||
Aerospace
|
$
|
8,362
|
|
$
|
8,851
|
|
$
|
8,649
|
|
|
$
|
1,718
|
|
$
|
1,706
|
|
$
|
1,611
|
|
|
$
|
339
|
|
$
|
104
|
|
$
|
99
|
|
Combat Systems
|
5,602
|
|
5,640
|
|
5,732
|
|
|
914
|
|
882
|
|
862
|
|
|
2,630
|
|
2,583
|
|
2,970
|
|
|||||||||
Information Systems and Technology
|
9,187
|
|
8,965
|
|
9,159
|
|
|
992
|
|
903
|
|
785
|
|
|
8,018
|
|
7,856
|
|
7,985
|
|
|||||||||
Marine Systems
|
8,202
|
|
8,013
|
|
7,312
|
|
|
725
|
|
728
|
|
703
|
|
|
7,851
|
|
7,438
|
|
6,901
|
|
|||||||||
Corporate*
|
—
|
|
—
|
|
—
|
|
|
(40
|
)
|
(41
|
)
|
(72
|
)
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Total
|
$
|
31,353
|
|
$
|
31,469
|
|
$
|
30,852
|
|
|
$
|
4,309
|
|
$
|
4,178
|
|
$
|
3,889
|
|
|
$
|
18,838
|
|
$
|
17,981
|
|
$
|
17,955
|
|
|
Identifiable Assets
|
|
Capital Expenditures
|
|
Depreciation and Amortization
|
||||||||||||||||||||||||
Year Ended December 31
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
||||||||||||||||||
Aerospace
|
$
|
8,558
|
|
$
|
8,359
|
|
$
|
8,188
|
|
|
$
|
125
|
|
$
|
210
|
|
$
|
227
|
|
|
$
|
154
|
|
$
|
147
|
|
$
|
137
|
|
Combat Systems
|
8,972
|
|
7,751
|
|
9,146
|
|
|
71
|
|
79
|
|
46
|
|
|
86
|
|
91
|
|
100
|
|
|||||||||
Information Systems and Technology
|
8,474
|
|
8,575
|
|
9,063
|
|
|
97
|
|
73
|
|
54
|
|
|
103
|
|
131
|
|
146
|
|
|||||||||
Marine Systems
|
3,077
|
|
2,970
|
|
3,110
|
|
|
92
|
|
166
|
|
124
|
|
|
105
|
|
106
|
|
106
|
|
|||||||||
Corporate*
|
3,791
|
|
4,342
|
|
5,830
|
|
|
7
|
|
41
|
|
70
|
|
|
6
|
|
7
|
|
7
|
|
|||||||||
Total
|
$
|
32,872
|
|
$
|
31,997
|
|
$
|
35,337
|
|
|
$
|
392
|
|
$
|
569
|
|
$
|
521
|
|
|
$
|
454
|
|
$
|
482
|
|
$
|
496
|
|
Year Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
North America:
|
|
|
|
|
|
||||||
United States
|
$
|
23,431
|
|
|
$
|
23,257
|
|
|
$
|
23,222
|
|
Other
|
691
|
|
|
1,080
|
|
|
1,174
|
|
|||
Total North America
|
24,122
|
|
|
24,337
|
|
|
24,396
|
|
|||
Europe
|
2,355
|
|
|
2,485
|
|
|
2,410
|
|
|||
Asia/Pacific
|
1,914
|
|
|
1,678
|
|
|
1,608
|
|
|||
Africa/Middle East
|
2,668
|
|
|
2,508
|
|
|
2,163
|
|
|||
South America
|
294
|
|
|
461
|
|
|
275
|
|
|||
Total revenue
|
$
|
31,353
|
|
|
$
|
31,469
|
|
|
$
|
30,852
|
|
Year Ended December 31, 2016
|
Parent
|
Guarantors on a
Combined Basis
|
Other Subsidiaries
on a Combined Basis |
Consolidating
Adjustments
|
Total
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
$
|
27,310
|
|
$
|
4,043
|
|
$
|
—
|
|
$
|
31,353
|
|
Cost of sales
|
—
|
|
22,011
|
|
3,093
|
|
—
|
|
25,104
|
|
|||||
G&A
|
39
|
|
1,585
|
|
316
|
|
—
|
|
1,940
|
|
|||||
Operating earnings
|
(39
|
)
|
3,714
|
|
634
|
|
—
|
|
4,309
|
|
|||||
Interest, net
|
(91
|
)
|
(2
|
)
|
2
|
|
—
|
|
(91
|
)
|
|||||
Other, net
|
12
|
|
(4
|
)
|
5
|
|
—
|
|
13
|
|
|||||
Earnings before income tax
|
(118
|
)
|
3,708
|
|
641
|
|
—
|
|
4,231
|
|
|||||
Provision for income tax, net
|
(121
|
)
|
1,238
|
|
52
|
|
—
|
|
1,169
|
|
|||||
Discontinued operations, net of tax
|
(107
|
)
|
—
|
|
—
|
|
—
|
|
(107
|
)
|
|||||
Equity in net earnings of subsidiaries
|
3,059
|
|
—
|
|
—
|
|
(3,059
|
)
|
—
|
|
|||||
Net earnings
|
$
|
2,955
|
|
$
|
2,470
|
|
$
|
589
|
|
$
|
(3,059
|
)
|
$
|
2,955
|
|
Comprehensive income
|
$
|
2,845
|
|
$
|
2,445
|
|
$
|
592
|
|
$
|
(3,037
|
)
|
$
|
2,845
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
—
|
|
$
|
27,398
|
|
$
|
4,071
|
|
$
|
—
|
|
$
|
31,469
|
|
Cost of sales
|
(6
|
)
|
22,191
|
|
3,154
|
|
—
|
|
25,339
|
|
|||||
G&A
|
46
|
|
1,609
|
|
297
|
|
—
|
|
1,952
|
|
|||||
Operating earnings
|
(40
|
)
|
3,598
|
|
620
|
|
—
|
|
4,178
|
|
|||||
Interest, net
|
(89
|
)
|
(1
|
)
|
7
|
|
—
|
|
(83
|
)
|
|||||
Other, net
|
4
|
|
2
|
|
1
|
|
—
|
|
7
|
|
|||||
Earnings before income tax
|
(125
|
)
|
3,599
|
|
628
|
|
—
|
|
4,102
|
|
|||||
Provision for income tax, net
|
(151
|
)
|
1,154
|
|
134
|
|
—
|
|
1,137
|
|
|||||
Equity in net earnings of subsidiaries
|
2,939
|
|
—
|
|
—
|
|
(2,939
|
)
|
—
|
|
|||||
Net earnings
|
$
|
2,965
|
|
$
|
2,445
|
|
$
|
494
|
|
$
|
(2,939
|
)
|
$
|
2,965
|
|
Comprehensive income
|
$
|
2,611
|
|
$
|
2,653
|
|
$
|
(178
|
)
|
$
|
(2,475
|
)
|
$
|
2,611
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
—
|
|
$
|
26,819
|
|
$
|
4,033
|
|
$
|
—
|
|
$
|
30,852
|
|
Cost of sales
|
9
|
|
21,792
|
|
3,178
|
|
—
|
|
24,979
|
|
|||||
G&A
|
62
|
|
1,633
|
|
289
|
|
—
|
|
1,984
|
|
|||||
Operating earnings
|
(71
|
)
|
3,394
|
|
566
|
|
—
|
|
3,889
|
|
|||||
Interest, net
|
(93
|
)
|
—
|
|
7
|
|
—
|
|
(86
|
)
|
|||||
Other, net
|
—
|
|
(2
|
)
|
1
|
|
—
|
|
(1
|
)
|
|||||
Earnings before income tax
|
(164
|
)
|
3,392
|
|
574
|
|
—
|
|
3,802
|
|
|||||
Provision for income tax, net
|
(54
|
)
|
1,099
|
|
84
|
|
—
|
|
1,129
|
|
|||||
Discontinued operations, net of tax
|
(140
|
)
|
—
|
|
—
|
|
—
|
|
(140
|
)
|
|||||
Equity in net earnings of subsidiaries
|
2,783
|
|
—
|
|
—
|
|
(2,783
|
)
|
—
|
|
|||||
Net earnings
|
$
|
2,533
|
|
$
|
2,293
|
|
$
|
490
|
|
$
|
(2,783
|
)
|
$
|
2,533
|
|
Comprehensive income
|
$
|
786
|
|
$
|
2,147
|
|
$
|
(125
|
)
|
$
|
(2,022
|
)
|
$
|
786
|
|
December 31, 2016
|
Parent
|
Guarantors
on a
Combined
Basis
|
Other
Subsidiaries
on a
Combined
Basis
|
Consolidating
Adjustments
|
Total
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
||||||||||
Cash and equivalents
|
$
|
1,254
|
|
$
|
—
|
|
$
|
1,080
|
|
$
|
—
|
|
$
|
2,334
|
|
Accounts receivable
|
—
|
|
1,367
|
|
2,244
|
|
—
|
|
3,611
|
|
|||||
Contracts in process
|
304
|
|
2,820
|
|
2,158
|
|
—
|
|
5,282
|
|
|||||
Inventories
|
|
|
|
|
|
||||||||||
Work in process
|
—
|
|
2,047
|
|
11
|
|
—
|
|
2,058
|
|
|||||
Raw materials
|
—
|
|
1,378
|
|
37
|
|
—
|
|
1,415
|
|
|||||
Finished goods
|
—
|
|
22
|
|
6
|
|
—
|
|
28
|
|
|||||
Pre-owned aircraft
|
—
|
|
22
|
|
—
|
|
—
|
|
22
|
|
|||||
Other current assets
|
330
|
|
186
|
|
181
|
|
—
|
|
697
|
|
|||||
Total current assets
|
1,888
|
|
7,842
|
|
5,717
|
|
—
|
|
15,447
|
|
|||||
Noncurrent assets:
|
|
|
|
|
|
||||||||||
PP&E
|
197
|
|
6,586
|
|
1,146
|
|
—
|
|
7,929
|
|
|||||
Accumulated depreciation of PP&E
|
(67
|
)
|
(3,663
|
)
|
(732
|
)
|
—
|
|
(4,462
|
)
|
|||||
Intangible assets
|
—
|
|
1,450
|
|
904
|
|
—
|
|
2,354
|
|
|||||
Accumulated amortization of intangible assets
|
—
|
|
(1,185
|
)
|
(491
|
)
|
—
|
|
(1,676
|
)
|
|||||
Goodwill
|
—
|
|
8,050
|
|
3,395
|
|
—
|
|
11,445
|
|
|||||
Other assets
|
1,445
|
|
224
|
|
166
|
|
—
|
|
1,835
|
|
|||||
Investment in subsidiaries
|
42,949
|
|
—
|
|
—
|
|
(42,949
|
)
|
—
|
|
|||||
Total noncurrent assets
|
44,524
|
|
11,462
|
|
4,388
|
|
(42,949
|
)
|
17,425
|
|
|||||
Total assets
|
$
|
46,412
|
|
$
|
19,304
|
|
$
|
10,105
|
|
$
|
(42,949
|
)
|
$
|
32,872
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
||||||||||
Short-term debt and current portion of long-term debt
|
$
|
898
|
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
900
|
|
Customer advances and deposits
|
—
|
|
2,459
|
|
2,480
|
|
—
|
|
4,939
|
|
|||||
Other current liabilities
|
1,734
|
|
3,505
|
|
1,768
|
|
—
|
|
7,007
|
|
|||||
Total current liabilities
|
2,632
|
|
5,966
|
|
4,248
|
|
—
|
|
12,846
|
|
|||||
Noncurrent liabilities:
|
|
|
|
|
|
||||||||||
Long-term debt
|
2,966
|
|
22
|
|
—
|
|
—
|
|
2,988
|
|
|||||
Other liabilities
|
3,472
|
|
2,070
|
|
520
|
|
—
|
|
6,062
|
|
|||||
Total noncurrent liabilities
|
6,438
|
|
2,092
|
|
520
|
|
—
|
|
9,050
|
|
|||||
Intercompany
|
26,366
|
|
(25,828
|
)
|
(538
|
)
|
—
|
|
—
|
|
|||||
Shareholders’ equity:
|
|
|
|
|
|
||||||||||
Common stock
|
482
|
|
6
|
|
2,354
|
|
(2,360
|
)
|
482
|
|
|||||
Other shareholders’ equity
|
10,494
|
|
37,068
|
|
3,521
|
|
(40,589
|
)
|
10,494
|
|
|||||
Total shareholders’ equity
|
10,976
|
|
37,074
|
|
5,875
|
|
(42,949
|
)
|
10,976
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
46,412
|
|
$
|
19,304
|
|
$
|
10,105
|
|
$
|
(42,949
|
)
|
$
|
32,872
|
|
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:
|
|
|
|
|
|
||||||||||
PP&E
|
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 and current portion of long-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
|
|
Year Ended December 31, 2016
|
Parent
|
Guarantors
on a
Combined
Basis
|
Other
Subsidiaries
on a
Combined
Basis
|
Consolidating
Adjustments
|
Total
Consolidated
|
||||||||||
Net cash provided by operating activities*
|
$
|
219
|
|
$
|
1,914
|
|
$
|
65
|
|
$
|
—
|
|
$
|
2,198
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(8
|
)
|
(336
|
)
|
(48
|
)
|
—
|
|
(392
|
)
|
|||||
Other, net
|
5
|
|
(1
|
)
|
(38
|
)
|
—
|
|
(34
|
)
|
|||||
Net cash used by investing activities
|
(3
|
)
|
(337
|
)
|
(86
|
)
|
—
|
|
(426
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||||||
Purchases of common stock
|
(1,996
|
)
|
—
|
|
—
|
|
—
|
|
(1,996
|
)
|
|||||
Proceeds from fixed-rate notes
|
992
|
|
—
|
|
—
|
|
—
|
|
992
|
|
|||||
Dividends paid
|
(911
|
)
|
—
|
|
—
|
|
—
|
|
(911
|
)
|
|||||
Repayment of fixed-rate notes
|
(500
|
)
|
—
|
|
—
|
|
—
|
|
(500
|
)
|
|||||
Proceeds from stock option exercises
|
292
|
|
—
|
|
—
|
|
—
|
|
292
|
|
|||||
Other, net
|
(45
|
)
|
(1
|
)
|
—
|
|
—
|
|
(46
|
)
|
|||||
Net cash used by financing activities
|
(2,168
|
)
|
(1
|
)
|
—
|
|
—
|
|
(2,169
|
)
|
|||||
Net cash used by discontinued operations
|
(54
|
)
|
—
|
|
—
|
|
—
|
|
(54
|
)
|
|||||
Cash sweep/funding by parent
|
1,528
|
|
(1,576
|
)
|
48
|
|
—
|
|
—
|
|
|||||
Net decrease in cash and equivalents
|
(478
|
)
|
—
|
|
27
|
|
—
|
|
(451
|
)
|
|||||
Cash and equivalents at beginning of year
|
1,732
|
|
—
|
|
1,053
|
|
—
|
|
2,785
|
|
|||||
Cash and equivalents at end of year
|
$
|
1,254
|
|
$
|
—
|
|
$
|
1,080
|
|
$
|
—
|
|
$
|
2,334
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities*
|
$
|
50
|
|
$
|
2,202
|
|
$
|
355
|
|
$
|
—
|
|
$
|
2,607
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(42
|
)
|
(475
|
)
|
(52
|
)
|
—
|
|
(569
|
)
|
|||||
Maturities of held-to-maturity securities
|
500
|
|
—
|
|
—
|
|
—
|
|
500
|
|
|||||
Proceeds from sales of assets
|
162
|
|
129
|
|
—
|
|
—
|
|
291
|
|
|||||
Other, net
|
4
|
|
(26
|
)
|
—
|
|
—
|
|
(22
|
)
|
|||||
Net cash provided by investing activities
|
624
|
|
(372
|
)
|
(52
|
)
|
—
|
|
200
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||||||
Purchases of common stock
|
(3,233
|
)
|
—
|
|
—
|
|
—
|
|
(3,233
|
)
|
|||||
Dividends paid
|
(873
|
)
|
—
|
|
—
|
|
—
|
|
(873
|
)
|
|||||
Repayment of fixed-rate notes
|
(500
|
)
|
—
|
|
—
|
|
—
|
|
(500
|
)
|
|||||
Proceeds from stock option exercises
|
268
|
|
—
|
|
—
|
|
—
|
|
268
|
|
|||||
Other, net
|
(31
|
)
|
2
|
|
—
|
|
—
|
|
(29
|
)
|
|||||
Net cash used by financing activities
|
(4,369
|
)
|
2
|
|
—
|
|
—
|
|
(4,367
|
)
|
|||||
Net cash used by discontinued operations
|
(43
|
)
|
—
|
|
—
|
|
—
|
|
(43
|
)
|
|||||
Cash sweep/funding by parent
|
2,934
|
|
(1,832
|
)
|
(1,102
|
)
|
—
|
|
—
|
|
|||||
Net decrease in cash and equivalents
|
(804
|
)
|
—
|
|
(799
|
)
|
—
|
|
(1,603
|
)
|
|||||
Cash and equivalents at beginning of year
|
2,536
|
|
—
|
|
1,852
|
|
—
|
|
4,388
|
|
|||||
Cash and equivalents at end of year
|
$
|
1,732
|
|
$
|
—
|
|
$
|
1,053
|
|
$
|
—
|
|
$
|
2,785
|
|
Year Ended December 31, 2014
|
Parent
|
Guarantors
on a
Combined
Basis
|
Other
Subsidiaries
on a
Combined
Basis
|
Consolidating
Adjustments
|
Total
Consolidated
|
||||||||||
Net cash provided by operating activities*
|
$
|
(196
|
)
|
$
|
2,798
|
|
$
|
1,226
|
|
$
|
—
|
|
$
|
3,828
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(71
|
)
|
(409
|
)
|
(41
|
)
|
—
|
|
(521
|
)
|
|||||
Purchases of held-to-maturity securities
|
(500
|
)
|
—
|
|
—
|
|
—
|
|
(500
|
)
|
|||||
Other, net
|
3
|
|
(74
|
)
|
(10
|
)
|
—
|
|
(81
|
)
|
|||||
Net cash used by investing activities
|
(568
|
)
|
(483
|
)
|
(51
|
)
|
—
|
|
(1,102
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||||||
Purchases of common stock
|
(3,382
|
)
|
—
|
|
—
|
|
—
|
|
(3,382
|
)
|
|||||
Dividends paid
|
(822
|
)
|
—
|
|
—
|
|
—
|
|
(822
|
)
|
|||||
Proceeds from stock option exercises
|
547
|
|
—
|
|
—
|
|
—
|
|
547
|
|
|||||
Other, net
|
(17
|
)
|
(1
|
)
|
—
|
|
—
|
|
(18
|
)
|
|||||
Net cash used by financing activities
|
(3,674
|
)
|
(1
|
)
|
—
|
|
—
|
|
(3,675
|
)
|
|||||
Net cash provided by discontinued operations
|
36
|
|
—
|
|
—
|
|
—
|
|
36
|
|
|||||
Cash sweep/funding by parent
|
2,759
|
|
(2,314
|
)
|
(445
|
)
|
—
|
|
—
|
|
|||||
Net decrease in cash and equivalents
|
(1,643
|
)
|
—
|
|
730
|
|
—
|
|
(913
|
)
|
|||||
Cash and equivalents at beginning of year
|
4,179
|
|
—
|
|
1,122
|
|
—
|
|
5,301
|
|
|||||
Cash and equivalents at end of year
|
$
|
2,536
|
|
$
|
—
|
|
$
|
1,852
|
|
$
|
—
|
|
$
|
4,388
|
|
|
Revenue Recognition Accounting Change as of January 1, 2017
|
|||||||||||
|
Restated Revenue
|
Restated Operating Earnings
|
||||||||||
Year Ended December 31
|
2016
|
2015
|
2016
|
2015
|
||||||||
Aerospace
|
$
|
7,815
|
|
$
|
9,177
|
|
$
|
1,407
|
|
$
|
1,807
|
|
Combat Systems
|
5,530
|
|
5,643
|
|
831
|
|
886
|
|
||||
Information Systems and Technology
|
9,144
|
|
8,929
|
|
941
|
|
895
|
|
||||
Marine Systems
|
8,072
|
|
8,032
|
|
595
|
|
748
|
|
||||
Corporate*
|
—
|
|
—
|
|
(40
|
)
|
(41
|
)
|
||||
Total
|
$
|
30,561
|
|
$
|
31,781
|
|
$
|
3,734
|
|
$
|
4,295
|
|
|
|
|
(Dollars in millions, except per-share amounts)
|
2015
|
|
2016
|
||||||||||||||||||||||||||||
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
1Q (a)
|
|
2Q
|
|
3Q (b)
|
|
4Q (c)
|
||||||||||||||||
Revenue
|
$
|
7,784
|
|
|
$
|
7,882
|
|
|
$
|
7,994
|
|
|
$
|
7,809
|
|
|
$
|
7,724
|
|
|
$
|
7,665
|
|
|
$
|
7,731
|
|
|
$
|
8,233
|
|
Operating earnings
|
1,027
|
|
|
1,081
|
|
|
1,034
|
|
|
1,036
|
|
|
1,053
|
|
|
1,070
|
|
|
1,069
|
|
|
1,117
|
|
||||||||
Earnings from continuing operations
|
716
|
|
|
752
|
|
|
733
|
|
|
764
|
|
|
745
|
|
|
743
|
|
|
767
|
|
|
807
|
|
||||||||
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(84
|
)
|
|
(10
|
)
|
||||||||
Net earnings
|
$
|
716
|
|
|
$
|
752
|
|
|
$
|
733
|
|
|
$
|
764
|
|
|
$
|
732
|
|
|
$
|
743
|
|
|
$
|
683
|
|
|
$
|
797
|
|
Earnings per share - basic (d):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
$
|
2.18
|
|
|
$
|
2.31
|
|
|
$
|
2.31
|
|
|
$
|
2.44
|
|
|
$
|
2.42
|
|
|
$
|
2.44
|
|
|
$
|
2.52
|
|
|
$
|
2.67
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.04
|
)
|
|
—
|
|
|
(0.27
|
)
|
|
(0.04
|
)
|
||||||||
Net earnings
|
$
|
2.18
|
|
|
$
|
2.31
|
|
|
$
|
2.31
|
|
|
$
|
2.44
|
|
|
$
|
2.38
|
|
|
$
|
2.44
|
|
|
$
|
2.25
|
|
|
$
|
2.63
|
|
Earnings per share - diluted (d):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
$
|
2.14
|
|
|
$
|
2.27
|
|
|
$
|
2.28
|
|
|
$
|
2.40
|
|
|
$
|
2.37
|
|
|
$
|
2.40
|
|
|
$
|
2.48
|
|
|
$
|
2.62
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.04
|
)
|
|
—
|
|
|
(0.27
|
)
|
|
(0.04
|
)
|
||||||||
Net earnings
|
$
|
2.14
|
|
|
$
|
2.27
|
|
|
$
|
2.28
|
|
|
$
|
2.40
|
|
|
$
|
2.33
|
|
|
$
|
2.40
|
|
|
$
|
2.21
|
|
|
$
|
2.58
|
|
Market price range:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
142.55
|
|
|
$
|
147.03
|
|
|
$
|
153.76
|
|
|
$
|
152.51
|
|
|
$
|
138.53
|
|
|
$
|
147.16
|
|
|
$
|
156.97
|
|
|
$
|
180.09
|
|
Low
|
131.33
|
|
|
130.91
|
|
|
132.02
|
|
|
136.08
|
|
|
121.61
|
|
|
129.55
|
|
|
136.71
|
|
|
148.76
|
|
||||||||
Dividends declared
|
$
|
0.69
|
|
|
$
|
0.69
|
|
|
$
|
0.69
|
|
|
$
|
0.69
|
|
|
$
|
0.76
|
|
|
$
|
0.76
|
|
|
$
|
0.76
|
|
|
$
|
0.76
|
|
|
|
|
|
|
Phebe N. Novakovic
|
|
|
|
Jason W. Aiken
|
Chairman and Chief Executive Officer
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
McLean, Virginia
|
|
|
February 6, 2017
|
|
|
|
Consolidated Statements of Earnings
|
Consolidated Statements of Comprehensive Income
|
Consolidated Balance Sheets
|
Consolidated Statements of Cash Flows
|
Consolidated Statements of Shareholders’ Equity
|
Notes to Consolidated Financial Statements (A to S)
|
|
||||
2. Exhibits
|
|
|
|
|
|
||||
See Index on pages 107 through 110 of this Annual Report on Form 10-K for the year ended December 31, 2016.
|
|
GENERAL DYNAMICS CORPORATION
|
|
|
by
|
|
|
|
Kimberly A. Kuryea
|
|
|
Vice President and Controller
|
|
|
|
Dated: February 6, 2017
|
|
|
|
|
|
|
|
Gregory S. Gallopoulos
|
||
|
Senior Vice President, General Counsel and Secretary
|
Exhibit
Number
|
Description
|
|
|
3.1
|
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)
|
|
|
3.2
|
Amended and Restated Bylaws of General Dynamics Corporation (as amended effective December 2, 2015) (incorporated herein by reference from the company’s current report on Form 8-K, filed with the Commission December 3, 2015)
|
|
|
4.1
|
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)
|
|
|
4.2
|
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)
|
|
|
4.3
|
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)
|
|
|
4.4
|
Indenture dated as of March 24, 2015, 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 registration statement on Form S-3, filed with the Commission March 24, 2015)
|
|
|
4.5
|
First Supplemental Indenture dated as of August 12, 2016, 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 August 12, 2016)
|
|
|
10.1*
|
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)
|
|
|
10.2*
|
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)
|
|
|
10.3*
|
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)
|
|
|
10.4*
|
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)
|
|
|
10.5*
|
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 company’s 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)
|
|
|
10.6*
|
Form of Non-Statutory Stock Option Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (for grants made March 4, 2015, through March 1, 2016, and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended April 5, 2015, filed with the Commission April 29, 2015)
|
|
|
10.7*
|
Form of Non-Statutory Stock Option Agreement pursuant to the General Dynamics 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) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended April 3, 2016, filed with the Commission April 27, 2016)
|
|
|
10.8*
|
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)
|
|
|
10.9*
|
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 company’s 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)
|
|
|
10.10*
|
Form of Restricted Stock Award Agreement pursuant to the General Dynamics 2012 Equity Compensation Plan (for grants beginning March 4, 2015, and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended April 5, 2015, filed with the Commission April 29, 2015)
|
|
|
10.11*
|
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)
|
|
|
10.12*
|
Form of Restricted Stock Unit Award Agreement pursuant to the General Dynamics 2012 Equity Compensation Plan (for grants made March 4, 2015 through March 1, 2016) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended April 5, 2015, filed with the Commission April 29, 2015)
|
|
|
10.13*
|
Form of Restricted Stock Unit Award Agreement pursuant to the General Dynamics Corporation 2012 Equity Compensation Plan (for grants beginning March 2, 2016) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended April 3, 2016, filed with the Commission April 27, 2016)
|
|
|
10.14*
|
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)
|
|
|
10.15*
|
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 company’s 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)
|
|
|
10.16*
|
Form of Performance Restricted Stock Unit Award Agreement pursuant to the General Dynamics 2012 Equity Compensation Plan (for grants made March 4, 2015, through March 1, 2016, and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended April 5, 2015, filed with the Commission April 29, 2015)
|
|
|
10.17*
|
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) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended April 3, 2016, filed with the Commission April 27, 2016)
|
|
|
10.18*
|
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)
|
|
|
10.19*
|
General Dynamics Corporation Supplemental Savings Plan, amended and restated effective as of January 1, 2017**
|
|
|
10.20*
|
Form of Severance Protection Agreement entered into by substantially all executive officers**
|
|
|
10.21*
|
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)
|
|
|
10.22*
|
Amendment to General Dynamics Corporation Supplemental Retirement Plan, effective January 5, 2015 (incorporated herein by reference from the company’s annual report on Form 10-K for the year ended December 31, 2014, filed with the Commission February 9, 2015)
|
|
|
10.23*
|
Amendment to General Dynamics Corporation Supplemental Retirement Plan, effective January 1, 2016**
|
|
|
21
|
Subsidiaries**
|
|
|
23
|
Consent of Independent Registered Public Accounting Firm**
|
|
|
24
|
Power of Attorney**
|
|
|
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**
|
SECTION 1
|
INTRODUCTION AND PLAN HISTORY.................................................1
|
SECTION 2
|
DEFINITIONS.............................................................................................1
|
SECTION 3
|
SUPPLEMENTAL BENEFITS DUE TO LIMITATIONS UNDER THE QUALIFIED PLAN.....................................................................................4
|
SECTION 4
|
CREDITED EARNINGS.............................................................................6
|
SECTION 5
|
PAYMENT, NONFORFEITABILITY OF BENEFITS AND MAINTENANCE OF ACCOUNTS............................................................7
|
SECTION 6
|
SPECIAL SUPPLEMENTAL BENEFITS..................................................9
|
SECTION 7
|
MISCELLANEOUS PROVISIONS............................................................9
|
SECTION 8
|
AMENDMENT AND TERMINATION OF THE PLAN..........................11
|
SECTION 9
|
SECTION 409A COMPLIANCE..............................................................12
|
1.
|
Effective January 1, 2016, Section 5.03 of the Plan shall be amended by replacing the second paragraph with the following:
|
Exhibit 21
|
||
GENERAL DYNAMICS CORPORATION
|
||
SUBSIDIARIES
|
||
AS OF JANUARY 31, 2017
|
||
|
|
|
Subsidiaries of General Dynamics Corporation
(Parent and Registrant)
|
Place of
Incorporation
|
Percent of
Voting Power
|
American Overseas Marine Company, LLC
|
Delaware
|
100
|
Applied Physical Sciences Corp.
|
Connecticut
|
100
|
ARMA Global Corporation
|
Florida
|
100
|
ASCOD A.I.E.
|
Spain
|
100
|
Avjet Corporation
|
California
|
100
|
Bath Iron Works Australia Corporation
|
Delaware
|
100
|
Bath Iron Works Canada, LLC
|
Delaware
|
100
|
Bath Iron Works Corporation
|
Maine
|
100
|
Blueprint Technologies, Inc.
|
Virginia
|
100
|
Braintree I Maritime Corp.
|
Delaware
|
100
|
Braintree II Maritime Corp.
|
Delaware
|
100
|
Braintree III Maritime Corp.
|
Delaware
|
100
|
Braintree IV Maritime Corp.
|
Delaware
|
100
|
Braintree V Maritime Corp.
|
Delaware
|
100
|
Buccaneer Computer Systems & Service, Inc.
|
Virginia
|
100
|
Concord I Maritime Corporation
|
Delaware
|
100
|
Concord II Maritime Corporation
|
Delaware
|
100
|
Concord III Maritime Corporation
|
Delaware
|
100
|
Concord IV Maritime Corporation
|
Delaware
|
100
|
Concord V Maritime Corporation
|
Delaware
|
100
|
Convair Aircraft Corporation
|
Delaware
|
100
|
Convair Corporation
|
Delaware
|
100
|
Eagle Enterprise, Inc.
|
Delaware
|
100
|
EB Groton Engineering, Inc.
|
Delaware
|
100
|
EBV Explosives Environmental Company
|
Delaware
|
100
|
ELCS-CZ, s.r.o.
|
Czech Republic
|
100
|
Electric Boat - Australia, LLC
|
Delaware
|
100
|
Electric Boat - UK, LLC
|
Delaware
|
100
|
Electric Boat Canada, LLC
|
Delaware
|
100
|
Electric Boat Corporation
|
Delaware
|
100
|
Electrocom, Inc.
|
Delaware
|
100
|
Expro Finance Inc.
|
Canada
|
100
|
Force Protection Europe Limited
|
England and Wales
|
100
|
Force Protection, Inc.
|
Nevada
|
100
|
ForeSight Technology Services, LLC
|
Virginia
|
100
|
Freeman United Coal Mining Company, LLC
|
Delaware
|
100
|
GD Brazil Holdings LLC
|
Delaware
|
100
|
GD European Land Systems - Steyr GmbH
|
Austria
|
100
|
GD European Land Systems Holding GmbH
|
Austria
|
100
|
GDOTS Services Corporation
|
Delaware
|
100
|
General Dynamics - OTS (Global), Inc.
|
Delaware
|
100
|
General Dynamics AIS Australia Pty Ltd
|
Australia
|
100
|
General Dynamics Broadband Holdings, Inc.
|
Delaware
|
100
|
General Dynamics Broadband, Inc.
|
Delaware
|
100
|
General Dynamics Canadian Finance Inc.
|
New Brunswick
|
100
|
General Dynamics Canadian Holdings Inc.
|
New Brunswick
|
100
|
General Dynamics Commercial Cyber Services, LLC
|
Virginia
|
100
|
General Dynamics do Brasil Solucoes Para Projectos Ltda
|
Brazil
|
100
|
General Dynamics European Finance Limited
|
England and Wales
|
100
|
General Dynamics European Land Systems - Austria GmbH
|
Austria
|
100
|
General Dynamics European Land Systems - Czech s.r.o.
|
Czech Republic
|
100
|
General Dynamics European Land Systems - Denmark ApS
|
Denmark
|
100
|
General Dynamics European Land Systems - Germany GmbH
|
Germany
|
100
|
General Dynamics European Land Systems - Mowag GmbH
|
Switzerland
|
100
|
General Dynamics European Land Systems, S.L.
|
Spain
|
100
|
General Dynamics Global Force, LLC
|
Delaware
|
100
|
General Dynamics Global Holdings Limited
|
England and Wales
|
100
|
General Dynamics Global Imaging Technologies, Inc.
|
Delaware
|
100
|
General Dynamics Government Satellite Services, LLC
|
Delaware
|
100
|
General Dynamics Government Systems Corporation
|
Delaware
|
100
|
General Dynamics Government Systems Overseas Corporation
|
Delaware
|
100
|
General Dynamics Information Technology Canada, Limited
|
Canada
|
100
|
General Dynamics Information Technology Limited
|
United Kingdom
|
100
|
General Dynamics Information Technology, Inc.
|
Virginia
|
100
|
General Dynamics Installation Services, LLC
|
Delaware
|
100
|
General Dynamics International Corporation
|
Delaware
|
100
|
General Dynamics Itronix, LLC
|
Delaware
|
100
|
General Dynamics Land Systems - Australia Pty. Ltd.
|
Australia
|
100
|
General Dynamics Land Systems - Canada Corporation
|
New Brunswick
|
100
|
General Dynamics Land Systems - Canada Services Inc.
|
New Brunswick
|
100
|
General Dynamics Land Systems - Canadian Services Limited
|
New Brunswick
|
100
|
General Dynamics Land Systems - Force Protection Inc.
|
Nevada
|
100
|
General Dynamics Land Systems Customer Service & Support Company
|
Texas
|
100
|
General Dynamics Land Systems Inc.
|
Delaware
|
100
|
General Dynamics Limited
|
United Kingdom
|
100
|
General Dynamics Marine Systems, Inc.
|
Delaware
|
100
|
General Dynamics Mission Systems International Limited
|
England and Wales
|
100
|
General Dynamics Mission Systems, Inc.
|
Delaware
|
100
|
General Dynamics One Source, LLC
|
Delaware
|
100
|
General Dynamics Ordnance and Tactical Systems - Canada Inc.
|
Canada
|
100
|
General Dynamics Ordnance and Tactical Systems - Canada Valleyfield Inc.
|
Canada
|
100
|
General Dynamics Ordnance and Tactical Systems - Simunition Operations, Inc.
|
Delaware
|
100
|
General Dynamics Ordnance and Tactical Systems, Inc.
|
Virginia
|
100
|
General Dynamics OTS (Aerospace), Inc.
|
Washington
|
100
|
General Dynamics OTS (California), Inc.
|
California
|
100
|
General Dynamics OTS (DRI), Inc.
|
Alabama
|
100
|
General Dynamics OTS (Niceville), Inc.
|
Florida
|
100
|
General Dynamics OTS (Pennsylvania), Inc.
|
Pennsylvania
|
100
|
General Dynamics Overseas Systems and Services Corporation
|
Delaware
|
100
|
General Dynamics Properties, Inc.
|
Delaware
|
100
|
General Dynamics Robotic Systems, Inc.
|
Delaware
|
100
|
General Dynamics Satcom Technologies Asia Private Limited
|
India
|
100
|
General Dynamics SATCOM Technologies, Inc.
|
Delaware
|
100
|
General Dynamics Satellite Communication Services, LLC
|
Delaware
|
100
|
General Dynamics Shared Resources, Inc.
|
Delaware
|
100
|
General Dynamics Support Services Company
|
Delaware
|
100
|
General Dynamics United Kingdom Limited
|
United Kingdom
|
100
|
General Dynamics Worldwide Holdings, Inc.
|
Delaware
|
100
|
General Dynamics-OTS, Inc.
|
Delaware
|
100
|
GM GDLS Defense Group, L.L.C.
|
Delaware
|
100
|
Gulfstream 100 Holdings LLC
|
Delaware
|
100
|
Gulfstream Aerospace Corporation (CA)
|
California
|
100
|
Gulfstream Aerospace Corporation (DE)
|
Delaware
|
100
|
Gulfstream Aerospace Corporation (GA)
|
Georgia
|
100
|
Gulfstream Aerospace Corporation (OK)
|
Oklahoma
|
100
|
Gulfstream Aerospace Corporation of Texas
|
Texas
|
100
|
Gulfstream Aerospace Hong Kong Limited
|
Hong Kong
|
100
|
Gulfstream Aerospace LLC
|
Delaware
|
100
|
Gulfstream Aerospace LP
|
Texas
|
100
|
Gulfstream Aerospace Services Corporation
|
Delaware
|
100
|
Gulfstream Aerospace, Ltd.
|
United Kingdom
|
100
|
Gulfstream Do Brasil Servicos De Suporte E Manutencao A Aeronaves Ltda.
|
Brazil
|
100
|
Gulfstream International Corporation
|
Delaware
|
100
|
Gulfstream Leasing LLC
|
Georgia
|
100
|
Gulfstream Product Support Corporation
|
Delaware
|
100
|
Gulfstream Tennessee Corporation
|
Delaware
|
100
|
Gulfstream-California, Inc.
|
Delaware
|
100
|
Intellect IP Holdings, LLC
|
Delaware
|
100
|
Interiores Aereos S.A. de C.V.
|
Mexico
|
100
|
International Manufacturing Technologies, Inc.
|
California
|
100
|
IPWireless PTE. Limited
|
Singapore
|
100
|
Itronix Manufacturing LLC
|
Delaware
|
100
|
Jet Aviation (Asia Pacific) Pte. Ltd.
|
Singapore
|
100
|
Jet Aviation (Bermuda) Ltd.
|
Bermuda
|
100
|
Jet Aviation (Hong Kong) Ltd.
|
Hong Kong
|
100
|
Jet Aviation (Malaysia) SDN, BHD
|
Malaysia
|
100
|
Jet Aviation 125 Services, LLC
|
Delaware
|
100
|
Jet Aviation AG
|
Switzerland
|
100
|
Jet Aviation Brazil Holdings, Inc.
|
Delaware
|
100
|
Jet Aviation Business Jets (Hong Kong) Limited
|
Hong Kong
|
100
|
Jet Aviation Business Jets AG
|
Switzerland
|
100
|
Jet Aviation Business Jets FZCO
|
UAE
|
100
|
Jet Aviation California, LLC
|
California
|
100
|
Jet Aviation Dulles, LLC
|
Delaware
|
100
|
Jet Aviation Flight Services, Inc.
|
Maryland
|
100
|
Jet Aviation France SAS
|
France
|
100
|
Jet Aviation Holding GmbH
|
Switzerland
|
100
|
Jet Aviation Holdings USA, Inc.
|
Delaware
|
100
|
Jet Aviation Houston, Inc.
|
Texas
|
100
|
Jet Aviation International, Inc.
|
Florida
|
100
|
Jet Aviation Management AG
|
Switzerland
|
100
|
Jet Aviation of America, Inc.
|
Maryland
|
100
|
Jet Aviation Savannah Holding, LLC
|
Delaware
|
100
|
Jet Aviation Services GmbH
|
Germany
|
100
|
Jet Aviation St. Louis, Inc.
|
Missouri
|
100
|
Jet Aviation Teterboro, LP
|
New Jersey
|
100
|
Jet Aviation Texas, Inc.
|
Texas
|
100
|
Jet Aviation/Palm Beach, Inc.
|
Florida
|
100
|
Jet Professionals, LLC
|
Delaware
|
100
|
Longreach Energy, LLC
|
Delaware
|
100
|
Material Service Resources Company, LLC
|
Delaware
|
100
|
Mediaware International Pty Ltd
|
Australia
|
100
|
Metro Machine Corp.
|
Virginia
|
100
|
Midwest Properties Sales, LLC
|
Delaware
|
100
|
NASSCO Holdings Incorporated
|
Delaware
|
100
|
National Steel and Shipbuilding Company
|
Nevada
|
100
|
Newberry Holdings, LLC
|
Virginia
|
100
|
OOO Jet Aviation Vnukovo
|
Russia
|
100
|
Open Kernel Labs Pty Ltd
|
Australia
|
100
|
Page Europa Srl
|
Italy
|
100
|
Patriot I Shipping Corp.
|
Delaware
|
100
|
Patriot II Shipping Corp.
|
Delaware
|
100
|
Patriot IV Shipping Corp.
|
Delaware
|
100
|
Plane 79, LLC
|
Delaware
|
100
|
Prodelin India Private Limited
|
India
|
100
|
Proyectos Prohumane Mexico, S.A. de C.V.
|
Mexico
|
100
|
Quincy Maritime Corporation III
|
Delaware
|
100
|
Raven Acquisitions, LLC
|
Delaware
|
100
|
Santa Barbara Sistemas S.A.
|
Spain
|
100
|
Savannah Air Center, LLC
|
Georgia
|
100
|
Signal Solutions, LLC
|
Virginia
|
100
|
Southern Illinois Recovery, Inc.
|
Delaware
|
100
|
St. Marks Powder, Inc.
|
Delaware
|
100
|
Steyr Spezialfahrzeug AG de Venezuela, C.A.
|
Venezuela
|
100
|
Steyr-Daimler-Puch SSF de Venezuela, C.A.
|
Venezuela
|
100
|
Tecnologias Internacionales de Manufactura S.A. de C.V.
|
Mexico
|
100
|
Vangent Servicios de Mexico, S.A. de C.V.
|
Mexico
|
100
|
Vertex Antennentechnik GmbH
|
Germany
|
100
|
Weco, LLC
|
Delaware
|
100
|
•
|
the Consolidated Balance Sheets of General Dynamics Corporation as of December 31, 2016 and 2015, and the related Consolidated Statements of Earnings, Comprehensive Income, Cash Flows, and Shareholders’ Equity for each of the years in the three-year period ended December 31, 2016, and
|
•
|
the effectiveness of internal control over financial reporting as of December 31, 2016,
|
4
th
|
/s/ Mary T. Barra
|
|
/s/ Lester L. Lyles
|
Mary T. Barra
|
|
Lester L. Lyles
|
|
|
|
/s/ Nicholas D. Chabraja
|
|
/s/ Mark M. Malcolm
|
Nicholas D. Chabraja
|
|
Mark M. Malcolm
|
|
|
|
/s/ James S. Crown
|
|
/s/ Phebe N. Novakovic
|
James S. Crown
|
|
Phebe N. Novakovic
|
|
|
|
/s/ Rudy F. deLeon
|
|
/s/ William A. Osborn
|
Rudy F. deLeon
|
|
William A. Osborn
|
|
|
|
/s/ William P. Fricks
|
|
/s/ Laura J. Schumacher
|
William P. Fricks
|
|
Laura J. Schumacher
|
|
|
|
/s/ John M. Keane
|
|
/s/ Peter A. Wall
|
John M. Keane
|
|
Peter A. Wall
|
|
|
|
1)
|
I have reviewed this annual report on Form 10-K 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 annual 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 annual report on Form 10-K 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 annual 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
|