Form 10-K General Dynamics Corp
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FORM 10-K GENERAL DYNAMICS CORP - gd Exhibit: � Filed: February 23, 2007 (period: December 31, 2006) Annual report which provides a comprehensive overview of the company for the past year Table of Contents Part III incorporates information from certain portions of the registrant s definitive proxy stateme Item 1. Business 3 PART I ITEM 1. BUSINESS ITEM 1A. RISK FACTORS ITEM 1B. UNRESOLVED STAFF COMMENTS ITEM 2. PROPERTIES ITEM 3. LEGAL PROCEEDINGS ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS PART II ITEM 5. MARKET FOR THE COMPANY S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF ITEM 6. SELECTED FINANCIAL DATA ITEM 7. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ITEM 9A. CONTROLS AND PROCEDURES ITEM 9B. OTHER INFORMATION PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATT ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES SIGNATURES EX-10.9 (EXHIBIT 10.9) EX-10.14 (EXHIBIT 10.14) EX-10.16 (EXHIBIT 10.16) EX-21 (EXHIBIT 21) EX-23 (EXHIBIT 23) EX-24 (EXHIBIT 24) EX-31.1 (EXHIBIT 31.1) EX-31.2 (EXHIBIT 31.2) EX-32.1 (EXHIBIT 32.1) EX-32.2 (EXHIBIT 32.2) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-3671 GENERAL DYNAMICS CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-1673581 State or other jurisdiction of IRS Employer incorporation or organization Identification No. 2941 Fairview Park Drive, Suite 100, Falls Church, Virginia 22042-4513 Address of principal executive offices 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 Name of exchange on which registered Common stock, par value $1.00 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Large Accelerated Filer x Accelerated Filer ¨ Non-Accelerated Filer ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x The aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $24,041,881,529 as of June 30, 2006 (based on the closing price of the shares on the New York Stock Exchange). 405,728,088 shares of the registrant’s common stock were outstanding at January 28, 2007. DOCUMENTS INCORPORATED BY REFERENCE: Part III incorporates information from certain portions of the registrant’s definitive proxy statement for the 2007 annual meeting of shareholders to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year. Source: GENERAL DYNAMICS COR, 10-K, February 23, 2007 Table of Contents INDEX Page PART I Item 1. Business 3 Item 1A. Risk Factors 14 Item 1B. Unresolved Staff Comments 16 Item 2. Properties 16 Item 3. Legal Proceedings 17 Item 4. Submission of Matters to a Vote of Security Holders 17 PART II Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 17 Item 6. Selected Financial Data 18 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 35 Item 8. Financial Statements and Supplementary Data 36 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 64 Item 9A. Controls and Procedures 65 Item 9B. Other Information 67 PART III Item 10. Directors, Executive Officers and Corporate Governance 67 Item 11. Executive Compensation 68 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 68 Item 13. Certain Relationships and Related Transactions, and Director Independence 68 Item 14. Principal Accountant Fees and Services 68 PART IV Item 15. Exhibits and Financial Statement Schedules 68 Signatures 69 Schedule II - Valuation and Qualifying Accounts 70 Index to Exhibits 70 2 General Dynamics 2006 Annual Report Source: GENERAL DYNAMICS COR, 10-K, February 23, 2007 Table of Contents (Dollars in millions, unless otherwise noted) PART I ITEM 1. BUSINESS BUSINESS OVERVIEW General Dynamics is a market leader in business aviation; land and expeditionary combat vehicles and systems, armaments, and munitions; shipbuilding and marine systems; and mission-critical information systems and technologies. Incorporated in Delaware, the company employs approximately 81,000 people and has a global presence. Formed in 1952 through the combination of Electric Boat Company, Consolidated Vultee (CONVAIR) and other companies, General Dynamics grew internally and through acquisitions until the early 1990s, when it sold nearly all of its divisions except Electric Boat and Land Systems. Beginning in 1995, the company expanded those two core defense businesses by purchasing other shipyards and combat vehicle-related businesses. In 1997, to reach a new, expanding market, General Dynamics began acquiring companies with expertise in information technology products and services, particularly in the command, control, communications, computing, intelligence, surveillance and reconnaissance (C4ISR) arena. In 1999, the company purchased Gulfstream Aerospace Corporation, a business-jet aircraft and aviation support-services company. Over the past 10 years, General Dynamics has acquired and successfully integrated 43 businesses, including three in 2006. General Dynamics focuses on creating shareholder value while delivering superior products and services to military, other government and commercial customers. The company emphasizes excellence in program management and continual improvement in all of its operations. General Dynamics values ethical behavior and promotes a culture of integrity throughout all aspects of its business. This culture is evident in how the company deals with shareholders, employees, customers, partners and the communities in which it operates. General Dynamics has four business groups – Aerospace, Combat Systems, Marine Systems and Information Systems and Technology. AEROSPACE The Aerospace group designs, develops, manufactures and services a comprehensive offering of advanced business-jet aircraft. The Aerospace group has a strong reputation for superior aircraft design, safety, quality and reliability; technologically advanced onboard systems; and industry-leading, award-winning product support. The group’s product line includes six aircraft, offering a wide range of price and performance options to business-jet customers. Corporations, private individuals and government users rely on these aircraft to fulfill a wide range of requirements. With this choice of range, speed and cabin dimensions, the group competes effectively in the mid-size to ultra-long-range market sectors. General Dynamics 2006 Annual Report 3 Source: GENERAL DYNAMICS COR, 10-K, February 23, 2007 Table of Contents Four of the group’s aircraft – the Gulfstream G350, G450, G500 and G550 – as well as the out-of-production GV, share the same pilot-type rating. This results in significant savings for multiple-aircraft fleet operators in training and maintenance costs, as well as enhanced safety in the operation of the aircraft. In 2006, the Aerospace group continued to distinguish its products and services from its competition. The company brought into service its newest business-jet aircraft, the mid-size, high-speed G150, replacing the G100. The G150 offers an entirely new cabin design – a wider fuselage and space for larger seats – that can accommodate up to eight passengers. In March, General Dynamics announced the Aerospace group’s most comprehensive infrastructure renewal program since Gulfstream’s inception in 1958. This seven-year effort includes a new service center more than twice as large as the current facility; a unique sales and design center to help guide customers through the aircraft purchase and interior-design selection process; expansion of the existing manufacturing facilities; a new engineering building; and new paint hangars. To ensure its continued leadership in the business-aviation industry, the Aerospace group is committed to ongoing investment in research and development (R&D).