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Annual Report 2010
GENERAL DYNAMICS

Table of contents

  • Page 1
    Annual Report 2010 GENERAL DYNAMICS

  • Page 2
    CONTENTS 1 3 8 10 12 14 16 19 Financial Highlights Letter to Shareholders Company Overview Aerospace Combat Systems Marine Systems Information Systems and Technology Annual Report on Form 10-K Inside back cover Inside back cover Directors and Officers Corporate Information

  • Page 3
    ... divided by the average number of employees for the period. This Annual Report contains forward-looking statements that are based on management's expectations, estimates, projections and assumptions. Words such as "expects," "anticipates," "plans," "believes," "scheduled," "estimates," "should" and...

  • Page 4

  • Page 5
    ... cash. Aerospace Aerospace performed exceptionally well in 2010. The group's success was rooted in aggressive actions taken in 2009 to reduce production, rightsize operations and cut costs. These actions afforded the group significant operating leverage as market conditions improved following...

  • Page 6
    ... is fully funded. Orders in 2010 spanned the group's product portfolio, including $2.9 billion for an assortment of weapons systems and ammunition programs and $3.8 billion for tracked and wheeled vehicle programs, including the Abrams tank, the Stryker combat vehicle and the EAGLE tactical 10-YEAR...

  • Page 7
    ... to orders over time. Those awards include two notable additions in 2010: a multiple-year Hydra rocket award and the United Kingdom's Specialist Vehicle program, which the group is developing together with the Information Systems and Technology segment. Combat Systems' core businesses remain well...

  • Page 8
    ...DDG-1000 ships, another DDG-51 and the first Mobile Landing Platform (MLP). In addition to the Navy construction workload, the group continues to enjoy success in repair work and commercial programs. Our shipyards provide comprehensive overhaul, repair and lifecycle support services to Navy surface...

  • Page 9
    ... as we deliver new Gulfstream products and the business-aviation market accelerates. Your leadership team appreciates your confidence in General Dynamics and remains dedicated to executing on our backlog and identifying opportunities that will create the greatest long-term value for you - our...

  • Page 10
    ... organizations manufacture and support the broad portfolio of Gulfstream business-jet aircraft and provide aircraft services for business-jet customers globally. COMBAT SYSTEMS Combat Systems is a worldwide leader in producing and enhancing tracked and wheeled military vehicles, weapons systems and...

  • Page 11
    ...as a competitive leader with diverse opportunities in military and commercial markets around the world. We remain committed to continuous improvement, innovative product development and disciplined program execution to drive the growth of General Dynamics. General Dynamics Annual Report • 2010 9

  • Page 12
    Aerospace The Aerospace group achieved significant milestones in 2010 that enhance its reputation for superior execution in aircraft manufacturing, completions and services. Gulfstream Aerospace, the premier brand in business-jet aviation, continued development of two new aircraft: the ï¬,agship ...

  • Page 13
    11

  • Page 14
    ... with Information Systems and Technology to win the U.K. Ministry of Defence Specialist Vehicle program. In addition, we were awarded significant orders for weapons systems and vehicle armor in 2010, underscoring the high value our customers place on these mission-critical products. Combat Systems...

  • Page 15
    13

  • Page 16
    ...program management, engineering and design support, including work associated with the Navy's plans to continue the program. The Marine group also provides comprehensive maintenance and repair services for a variety of naval platforms, helping maximize the life and effectiveness of in-service ships...

  • Page 17
    15

  • Page 18
    ... group's expertise in cyber security continues to grow. In addition, our information technology (IT) services business provided mission-critical support services and expanded its relationships with existing and new customers, including the U.S. Departments of Homeland Security and Health and Human...

  • Page 19
    17

  • Page 20
    ... Combat Systems Marine Systems Information Systems and Technology Annual Report on Form 10-K Business Overview Selected Financial Data Management's Discussion and Analysis Consolidated Financial Statements Statement of Financial Responsibility Report of Independent Registered Public Accounting...

  • Page 21
    ... 100, Falls Church, Virginia Address of principal executive offices 22042-4513 Zip code Registrant's telephone number, including area code: (703) 876-3000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common stock, par value $1 per share Name of exchange on which...

  • Page 22
    .... PART IV Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services 69...

  • Page 23
    ...-jet aircraft and aviation support-services company. Since 1995, we have acquired and integrated 57 businesses, including three in 2010. General Dynamics operates through four business groups: Aerospace, Combat Systems, Marine Systems and Information Systems and Technology. For selected financial...

  • Page 24
    ... our 2008 acquisition of Jet Aviation, a maintenance and repair services provider with aircraft service centers in more than 20 locations worldwide, to provide customers around the world first-in-class service and support 24 hours a day. Jet Aviation also expanded the Aerospace group's portfolio...

  • Page 25
    ...U.S. military's small-caliber ammunition needs. Beyond these long-term platform and supply programs, Combat Systems provides logistics support in the United States' ongoing operations in Iraq and Afghanistan. The group has opportunities associated with the General Dynamics Annual Report • 2010 5

  • Page 26
    ... combat platform designed to address the U.S. Marine Corps' amphibious assault requirement. As part of a system design and development contract, we have delivered seven new prototypes, which have performed well in customer reliability testing. The group is also a member of one of three teams awarded...

  • Page 27
    ... investments in our business, often in cooperation with the Navy and local governments. In addition, Marine Systems leverages its design and engineering expertise across its business to improve program execution and generate cost savings. This knowledge sharing enables the group to use resources...

  • Page 28
    ... support for both commercial desktop technology and mission-specific hardware. Our employees also develop, install and operate mission systems on a day-to-day basis. In Fort Huachuca, Arizona, for example, Information Systems and Technology employees 8 General Dynamics Annual Report • 2010

  • Page 29
    ..., the group developed the core mission system for the Navy's Independence Class of Littoral Combat Ships (LCS), and it is the ship mission systems integrator on the Joint High Speed Vessel (JHSV) program for the Army and the Navy. Tactical communication systems Information technology services...

  • Page 30
    ... for business-jet aircraft where our customer base consists of individuals and public and privately held companies representing a wide range of industries. Other commercial products include drivetrain components and aftermarket parts in our Combat Systems group, Jones Act ships in our Marine Systems...

  • Page 31
    ... in programs for which our Combat Systems group competes. BUSINESS-JET AIRCRAFT MARKET The U.S. government contracts with numerous domestic and foreign companies for products and services. We compete against other large platform and system-integration contractors, as well as smaller companies The...

  • Page 32
    ... part of our normal business operations. In the commercial sector, most of our Aerospace group's R&D activities support Gulfstream's product enhancement and development programs. In our defense businesses, we conduct both customer-sponsored R&D activities under U.S. government contracts and company...

  • Page 33
    ...address how those costs can be allocated to contracts. The FAR also subjects us to audits and other government reviews covering issues such as cost, performance and accounting practices relating to our contracts. I N T E R N AT I O N A L Our international sales are subject to the applicable foreign...

  • Page 34
    ... tied to U.S. and global economic conditions. Despite the varying nature of our U.S. and international defense and business-aviation operations and the markets they serve, each group shares some common risks, such as the ongoing development of high-technology products and the price, availability and...

  • Page 35
    ... from foreign exchange-rate variability and differing legal systems. In addition, some international government customers require contractors to agree to specific in-country purchases, manufacturing agreements or financial support arrangements, known as offsets, as a condition for a contract award...

  • Page 36
    ..., Sevilla and Trubia, Spain; Kreuzlingen, Switzerland. • Marine Systems - San Diego, California; Groton and New London, Connecticut; Bath and Brunswick, Maine; North Kingstown, Rhode Island; Mexicali, Mexico. • Information Systems and Technology - Scottsdale, Arizona; San Diego and Santa Clara...

  • Page 37
    ... our equity compensation plans, see Note O to the Consolidated Financial Statements contained in Part II, Item 8, of this Annual Report on Form 10-K. We did not make any unregistered sales of equity securities in 2010. The following table provides information about our fourth quarter repurchases...

  • Page 38
    ... debt Shareholders' equity Debt-to-equity (b) Book value per share (c) Operating working capital (d) Other information Free cash flow from operations (e) Return on invested capital (f) Funded backlog Total backlog Shares outstanding Weighted average shares outstanding: Basic Diluted Employees Sales...

  • Page 39
    ...10-K. BUSINESS ENVIRON M EN T 2010 Sales by Customer Base The nation's engagement in combating threats to U.S. national security around the world, coupled with the need to equip and modernize U.S. military forces, drives Department of Defense funding levels. As a defense contractor, our financial...

  • Page 40
    ... detailed review of operating performance for each of our business groups: Aerospace, Combat Systems, Marine Systems and Information Systems and Technology. For the Aerospace group, results are analyzed with respect to specific lines of products and services, consistent with how the group is managed...

  • Page 41
    ... tactical communication systems and information technology services businesses. Revenues decreased in the Combat Systems group due primarily to reduced volume on U.S. military vehicle programs. Our operating earnings growth significantly outpaced our sales growth in 2010. Each of our four business...

  • Page 42
    ... contractors to maximize competition under a given program or when they have not defined the exact timing and quantity of deliveries that will be required at the time the contract is executed. These agreements, which set forth the majority of the contractual terms, including prices, are funded...

  • Page 43
    ... equipment manufacturers (OEMs), reflecting decreased OEM production across the broader business-jet market. Aircraft services revenues, which include both Gulfstream and Jet Aviation's maintenance and repair work, fixed-base operations and aircraft management services, increased 15 percent in 2010...

  • Page 44
    ...on track for 2011 aircraft certification. The G250 and the G650 are scheduled to enter service in 2011 and 2012, respectively. The Combat Systems group's revenues were down in 2010 compared with 2009 due to reduced volume in the group's U.S. and European military vehicle businesses. The decrease in...

  • Page 45
    ... program comprised $1.8 billion of the group's backlog at year end, including the production of vehicles scheduled for delivery through 2012. The group received over $1.7 billion of Stryker orders in 2010, including awards for contractor logistics support, vehicle production and engineering services...

  • Page 46
    ... last four ships are scheduled through 2012. In 2010, the group also began advanced design efforts for the Mobile Landing Platform (MLP) program. In addition to these ship-construction programs, revenues were up significantly in 2010 on the group's engineering programs, particularly work associated...

  • Page 47
    ... Navy's Littoral Combat Ship (LCS) program, scheduled for delivery in 2012, and $95 for the MLP program. The Navy plans to build three MLP auxiliary support ships, and the contract for construction of the first ship is scheduled to be awarded in 2011. In addition, the Marine Systems group's backlog...

  • Page 48
    ... 15,000 10,000 â- Estimated Potential 5,000 Contract Value â- Unfunded Backlog â- Funded Backlog 0 2008 2009 2010 The Information Systems and Technology group received the highest level of orders in the group's history in 2010, generating a book-to-bill ratio of nearly one-to-one. As a result...

  • Page 49
    ... shared with the Combat Systems group, including a significant portion of the future vehicle production effort. The group's backlog at year-end 2010 included approximately $645 for the Army's WIN-T program. Information Systems and Technology is the prime contractor on this battlefield communications...

  • Page 50
    ... Financial Statements for additional information regarding our stock options.) We expect 2011 Corporate operating expenses of approximately $90 to $95. (a) Net debt is calculated as total debt less cash and equivalents and marketable securities. (b) Debt-to-equity ratio is calculated as total debt...

  • Page 51
    ... the Consolidated Financial Statements for additional information regarding our debt obligations, including scheduled debt maturities.) Dividends. Our board of directors declared an increased quarterly dividend of $0.42 per share on March 3, 2010, the 13th consecutive annual increase. The board had...

  • Page 52
    ...we have deployed in our operations. We use ROIC to evaluate investment decisions and as a performance measure in evaluating management. We define ROIC as net operating profit after taxes divided by the sum of the average debt and shareholders' equity for the year. Net operating profit after taxes is...

  • Page 53
    ... reporting period. On an ongoing basis, we evaluate our estimates, including those related to long-term contracts and programs, goodwill and other intangible assets, income taxes, pensions and other post-retirement benefits, workers' compensation, warranty obligations, pre-owned aircraft inventory...

  • Page 54
    ... fair value of our reporting units based on the discounted projected cash flows of the underlying operations. This requires numerous assumptions, including the timing of work embedded in our backlog, our performance and profitability under our contracts, our success in securing future business and...

  • Page 55
    ... market conditions. In the event a change in any of the assumptions is warranted, future pension and post-retirement benefit cost could increase or decrease. For the impact of hypothetical changes in the discount rate and expected long-term rate of return on plan assets for our commercial pension...

  • Page 56
    ...r-s har e am o un ts) 2008 2009 2010 Revenues: Products Services Operating costs and expenses: Products Services General and administrative Operating earnings Interest, net Other, net Earnings from continuing operations before income taxes Provision for income taxes, net Earnings from continuing...

  • Page 57
    ... assets: Property, plant and equipment, net Intangible assets, net Goodwill Other assets Total noncurrent assets Total assets LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term debt and current portion of long-term debt Accounts payable Customer advances and deposits Other current...

  • Page 58
    ...and equipment Amortization of intangible assets Stock-based compensation expense Excess tax benefit from stock-based compensation Deferred income tax provision Discontinued operations, net of tax (Increase) decrease in assets, net of effects of business acquisitions- Accounts receivable Contracts in...

  • Page 59
    ...Loss) Total Shareholders' Equity Comprehensive Income Balance, December 31, 2007 Net earnings Cash dividends declared Stock-based awards Shares purchased Net loss on cash flow hedges Unrealized losses on securities Foreign currency translation adjustments Change in retirement plans' funded status...

  • Page 60
    ...Our businesses are organized into four groups: Aerospace, which produces Gulfstream aircraft, performs aircraft outfitting and refurbishments for other manufacturers, and provides aircraft services; Combat Systems, which designs and manufactures combat vehicles, weapons systems and munitions; Marine...

  • Page 61
    ... optical surveillance systems for military and security applications (on June 22). In 2009, we acquired two businesses in the Information Systems and Technology group for an aggregate of $811 in cash: • An information technology services business that performs work for our classified customers (on...

  • Page 62
    ... repair (on July 23). * Consists of acquired backlog and probable follow-on work and related customer relationships. Information Systems and Technology • A business that produces advanced filtering technologies and broadband power amplifiers for tactical communications applications for military...

  • Page 63
    ... the carrying amount of goodwill by reporting unit during 2009 and 2010 were as follows: Aerospace Combat Systems Marine Systems Information Systems and Technology Total Goodwill December 31, 2008 Acquisitions Other* December 31, 2009 Acquisitions Other* December 31, 2010 $ 2,316 96 68 2,480 - 170...

  • Page 64
    ... December 31, 2010, related to the amounts recorded in accumulated other comprehensive income to recognize the funded status of our retirement plans. See Notes L and P for further discussion. * The provision for state and local income taxes that is allocable to U.S. government contracts is included...

  • Page 65
    ... The IRS has selected General Dynamics to participate in its Compliance Assurance Process (CAP), a real-time audit, for 2010 and future years. The 2010 CAP audit began in the second quarter. We have recorded liabilities for tax uncertainties for all years that remain open to review. We do not expect...

  • Page 66
    ... 31, 2009 or 2010. Other contract costs represent amounts that are not currently allocable to government contracts, such as a portion of our estimated workers' compensation obligations, other insurance-related assessments, pension and other post-retirement benefits, and environmental expenses...

  • Page 67
    .... Additionally, a number of our international subsidiaries have available local bank credit facilities aggregating approximately $1.4 billion. Retirement benefits Customer deposits on commercial contracts Deferred income taxes Other (b) Total other liabilities (a) Consists primarily of dividends...

  • Page 68
    ... shares outstanding during 2010 resulted from shares issued under our equity compensation plans (see Note O for further discussion) and share repurchases in the open market. In 2010, we repurchased 18.9 million shares at an average price of $67 per share. On February 2, 2011, our board of directors...

  • Page 69
    ...12 Program. In January 1991, the U.S. Navy terminated the A-12 aircraft contract for default. The A-12 contract was a fixed-price incentive contract for the full-scale development and initial production of the Navy's carrier-based Advanced Tactical Aircraft. We and McDonnell Douglas, the contractors...

  • Page 70
    ... condition or cash flows. Aircraft Trade-ins. In connection with orders for new aircraft in funded contract backlog, our Aerospace group has offered options to some customers to trade in aircraft as partial consideration in their new-aircraft transaction. These trade-in commitments are structured...

  • Page 71
    ... with acquisitions, foreign exchange translation adjustments and reclassifications. O. EQUITY COMPENSATION PLANS Equity Compensation Overview We have various equity compensation plans for employees, as well as for non-employee members of the board of directors. These include the General Dynamics...

  • Page 72
    ... was $31 in 2008, $5 in 2009 and $18 in 2010. Restricted Stock/Restricted Stock Units We determine the fair value of restricted stock and restricted stock units as the average of the high and low market prices of our stock on the date of grant. We generally recognize compensation expense related to...

  • Page 73
    ... value of shares vested was $51 in 2008, $29 in 2009 and $30 in 2010. P. RETIREMENT PLANS We provide defined-benefit pension and other post-retirement benefits, as well as defined-contribution benefits, to eligible employees. Contributions and Benefit Payments It is our policy to fund our defined...

  • Page 74
    ... representative of the long-term financial position of these plans. We recognize differences under nonqualified plans immediately. Our annual pension and other post-retirement benefit costs consisted of the following: Pension Benefits Ye ar E nd e d De c e mb e r 3 1 2008 2009 2010 Service cost...

  • Page 75
    ... funded status, of our defined-benefit retirement plans: Pension Benefits Ye ar E nd e d De c e mb e r 3 1 Other Post-retirement Benefits 2010 2009 2010 2009 Change in Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Amendments Actuarial gain (loss) Settlement...

  • Page 76
    ... 1 2008 2009 2010 Prior service (credit) cost Net actuarial loss $ (44) 159 $ 6 4 A pension plan's funded status is the difference between the plan's assets and its "projected benefit obligation" (PBO). The PBO is the present value of future benefits attributed to employee services rendered...

  • Page 77
    ... contracts and direct private equity investments. Over 90 percent of our pension plan assets are held in a single trust for our primary domestic government and commercial pension plans. On December 31, 2010, the trust was invested largely in publicly traded equities and fixed-income securities...

  • Page 78
    ... companies Private equity investments Fixed-income securities Treasury securities Corporate bonds (b) Asset-backed securities Commingled funds Equity funds Money market funds Fixed-income funds Real estate funds Commodity funds Other investments Insurance deposit agreements Total pension plan...

  • Page 79
    ... business groups: Aerospace, Combat Systems, Marine Systems and Information Systems and Technology. We organize and measure our business groups in accordance with the nature of products and services offered. These business groups derive their revenues from business aviation; combat vehicles, weapons...

  • Page 80
    ... ended December 31, 2010. CONDENSED CONSOLIDATING STATEMENT OF EARNINGS Ye ar E nd e d De c e mb e r 3 1 , 2008 Parent Guarantors on a Combined Basis Other Subsidiaries on a Combined Basis Consolidating Adjustments Total Consolidated Revenues Cost of sales General and administrative expenses...

  • Page 81
    ... equivalents Accounts receivable Contracts in process Inventories Raw materials Work in process Pre-owned aircraft Finished goods Other current...Investment in subsidiaries Total noncurrent assets Total assets LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term debt Customer advances...

  • Page 82
    ... assets Accumulated amortization of intangible assets Goodwill Other assets Investment in subsidiaries Total noncurrent assets Total assets LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term debt Customer advances and deposits Other current liabilities Total current liabilities...

  • Page 83
    ...held-to-maturity securities Purchases of held-to-maturity securities Capital expenditures Business acquisitions, net of cash acquired Other, net Net cash used by investing activities Cash flows from financing activities: Purchases of common stock Repayment of fixed-rate notes Dividends paid Proceeds...

  • Page 84
    ...registered public accounting firm, management and internal audit staff to review the activities of each. The financial statements have been audited by KPMG LLP, independent registered public accounting firm, whose report follows. L. Hugh Redd Senior Vice President and Chief Financial Officer Jason...

  • Page 85
    ...statements taken as a whole, presents fairly, in all material respects, the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), General Dynamics Corporation's internal control over financial reporting...

  • Page 86
    ... December 31, 2010, the company's disclosure controls and procedures were effective. The certifications of the company's Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act have been filed as Exhibits 31.1 and 31.2 to this report. 66 G e n e ral...

  • Page 87
    ... an audit report on the effectiveness of our internal control over financial reporting. The KPMG report immediately follows this report. Jay L. Johnson Chairman and Chief Executive Officer L. Hugh Redd Senior Vice President and Chief Financial Officer G e n e ral D ynami cs Annual R e p o rt...

  • Page 88
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of General Dynamics Corporation: We have audited General Dynamics Corporation's internal control over financial reporting as of December 31, 2010, based on the criteria established in Internal Control - ...

  • Page 89
    ... Deputy General Manager of General Dynamics C4 Systems, November 2003 - January 2006 Phebe N. Novakovic - Executive Vice President, Marine Systems, since May 2010; Senior Vice President, Planning and Development of the company, July 2005 - May 2010; Vice President, Strategic Planning, of the company...

  • Page 90
    ... be set forth herein with respect to securities authorized for issuance under our equity compensation plans is included in the section entitled "Equity Compensation Plan Information" in our Proxy Statement, which section is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED...

  • Page 91
    ... its behalf by the undersigned, thereunto duly authorized. GENERAL DYNAMICS CORPORATION By: Jason W. Aiken Vice President and Controller February 18, 2011 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below on February 18, 2011, by the...

  • Page 92
    ... the year ended December 31, 2003, filed with the Commission March 5, 2004, SEC file number 1-3671) Form of Incentive Stock Option Agreement pursuant to the General Dynamics Corporation Equity Compensation Plan (incorporated herein by reference from the company's annual report on Form 10-K for the...

  • Page 93
    ... 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, SEC file number 1-3671) General Dynamics Corporation Non-employee Directors' 1999 Stock Plan (incorporated...

  • Page 94
    INDEX TO EXHIBITS - GENERAL DYNAMICS CORPORATION COMMISSION FILE NO. 1-3671 Exhibit Number Description 21 23 24 31.1 31.2 32.1 32.2 101 Subsidiaries** Consent of Independent Registered Public Accounting Firm** Power of Attorney** Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act...

  • Page 95
    ... President Programs, Engineering and Test Gulfstream Aerospace David K. Heebner Executive Vice President Combat Systems Michael J. Mulligan Vice President President Armament and Technical Products Mark C. Roualet Vice President President Land Systems John C. Ulrich Vice President President European...

  • Page 96
    GENERAL DYNAMICS 2941 Fairview Park Drive Suite 100 Falls Church, Virginia 22042-4513 (703) 876-3000 www.generaldynamics.com