ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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90-0607005
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4101 Washington Avenue
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(757) 380-2000
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Newport News, VA 23607
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(Registrant
'
s telephone number, including area code)
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(Address of principal executive offices)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 4A.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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changes in government and customer priorities and requirements (including government budgetary constraints, shifts in defense spending, and changes in customer short-range and long-range plans);
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•
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our ability to obtain new contracts, estimate our future contract costs and perform our contracts effectively;
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•
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changes in government regulations and procurement processes and our ability to comply with such requirements;
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•
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our ability to realize the expected benefits from consolidation of our Ingalls facilities;
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•
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natural disasters;
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•
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adverse economic conditions in the United States and globally;
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•
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risks related to our indebtedness and leverage; and
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•
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other risk factors discussed herein and in our filings with the SEC.
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•
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Potential liabilities relating to harmful effects on the environment and human health resulting from nuclear operations and the storage, handling and disposal of radioactive materials, including nuclear assemblies and their components;
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•
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Unplanned expenditures relating to maintenance, operation, security and repair, including repairs required by the U.S. Navy, the Nuclear Regulatory Commission or the DoE;
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•
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Reputational harm;
|
•
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Potential liabilities arising out of a nuclear incident whether or not it is within our control; and
|
•
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Regulatory noncompliance and loss of authorizations or indemnifications necessary for our operations.
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•
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Increasing our vulnerability to adverse economic or industry conditions;
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•
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Requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, strategic initiatives and general corporate purposes;
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•
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Increasing our vulnerability to, and limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;
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•
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Exposing us to the risk of higher interest rates, to the extent borrowings under our Credit Facility are subject to variable rates of interest;
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•
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Placing us at a competitive disadvantage compared to our competitors that have less debt; and
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•
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Limiting our ability to borrow additional funds.
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•
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Incur additional debt;
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•
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Pay dividends or make other distributions on, or repurchase or redeem, our stock;
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•
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Prepay, redeem or repurchase certain of our debt;
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•
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Make investments;
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•
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Sell assets;
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•
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Enter into agreements restricting our subsidiaries' ability to pay dividends;
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•
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Consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
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•
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Enter into transactions with our affiliates; and
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•
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Incur liens.
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Name
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Age
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Position(s)
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C. Michael Petters
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53
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President and Chief Executive Officer
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Jerri F. Dickseski
|
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50
|
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Corporate Vice President, Communications
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Irwin F. Edenzon
|
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59
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Corporate Vice President and President, Ingalls Shipbuilding
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William R. Ermatinger
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49
|
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Corporate Vice President and Chief Human Resources Officer
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Douglass L. Fontaine II
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51
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Corporate Vice President, Controller and Chief Accounting Officer
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Bruce N. Hawthorne
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63
|
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Corporate Vice President, General Counsel and Secretary
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Christopher D. Kastner
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49
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Corporate Vice President and General Manager, Corporate Development
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Matthew J. Mulherin
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53
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Corporate Vice President and President, Newport News Shipbuilding
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Barbara A. Niland
|
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54
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Corporate Vice President, Business Management and Chief Financial Officer
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George M. Simmerman, Jr.
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54
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Corporate Vice President, Deputy General Counsel and Assistant Secretary
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Mitchell B. Waldman
|
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52
|
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Corporate Vice President, Government and Customer Relations
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D. R. Wyatt
|
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54
|
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Corporate Vice President and Treasurer
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2012
|
|
2011*
|
||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
January to March
|
|
$
|
40.46
|
|
|
$
|
31.80
|
|
|
$
|
41.50
|
|
|
$
|
37.25
|
|
April to June
|
|
$
|
40.33
|
|
|
$
|
35.84
|
|
|
$
|
40.98
|
|
|
$
|
34.50
|
|
July to September
|
|
$
|
42.27
|
|
|
$
|
38.17
|
|
|
$
|
35.25
|
|
|
$
|
24.33
|
|
October to December
|
|
$
|
44.96
|
|
|
$
|
39.87
|
|
|
$
|
32.50
|
|
|
$
|
22.85
|
|
(1)
|
The cumulative total return assumes reinvestment of dividends.
|
(2)
|
The total return is weighted according to market capitalization of each company at the beginning of each year.
|
Period
|
|
Total Number of Shares Purchased
|
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Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
|
||||||
October 1, 2012 to October 31, 2012
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
150.0
|
|
November 1, 2012 to November 30, 2012
|
|
20,732
|
|
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39.95
|
|
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20,732
|
|
|
149.2
|
|
||
December 1, 2012 to December 31, 2012
|
|
10,276
|
|
|
40.01
|
|
|
10,276
|
|
|
148.8
|
|
||
Total
|
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31,008
|
|
|
$
|
39.97
|
|
|
31,008
|
|
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$
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148.8
|
|
|
|
Year Ended December 31
|
||||||||||||||||||
($ in millions, except per share amounts)
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2012
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|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Sales and service revenues
|
|
$
|
6,708
|
|
|
$
|
6,575
|
|
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$
|
6,723
|
|
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$
|
6,292
|
|
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$
|
6,189
|
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Goodwill impairment
|
|
—
|
|
|
290
|
|
|
—
|
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—
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|
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2,465
|
|
|||||
Operating income (loss)
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|
358
|
|
|
100
|
|
|
241
|
|
|
203
|
|
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(2,332
|
)
|
|||||
Net earnings (loss)
|
|
146
|
|
|
(100
|
)
|
|
131
|
|
|
119
|
|
|
(2,397
|
)
|
|||||
Total assets
|
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6,392
|
|
|
6,069
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|
|
5,270
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|
5,097
|
|
|
4,821
|
|
|||||
Long-term debt
(1)
|
|
1,779
|
|
|
1,830
|
|
|
105
|
|
|
283
|
|
|
283
|
|
|||||
Total long-term obligations
|
|
4,341
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|
|
3,838
|
|
|
1,637
|
|
|
1,708
|
|
|
1,823
|
|
|||||
Free cash flow
(2)
|
|
170
|
|
|
331
|
|
|
168
|
|
|
(269
|
)
|
|
121
|
|
|||||
Dividends declared per share
|
|
$
|
0.10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Basic earnings (loss) per share
(3)
|
|
$
|
2.96
|
|
|
$
|
(2.05
|
)
|
|
$
|
2.68
|
|
|
$
|
2.44
|
|
|
$
|
(49.14
|
)
|
Diluted earnings (loss) per share
(3)
|
|
$
|
2.91
|
|
|
$
|
(2.05
|
)
|
|
$
|
2.68
|
|
|
$
|
2.44
|
|
|
$
|
(49.14
|
)
|
•
|
Shifting the procurement of nuclear-powered aircraft carriers to five-year procurement centers, which will result in a steady-state aircraft carrier force of 11 ships throughout the next 30 years;
|
•
|
Maintaining the requirement for 11 nuclear powered aircraft carriers;
|
•
|
Moving four DDGs to Rota, Spain, enabling a reduction in the quantity of large surface combatants from 94 to 88, while still meeting the same level of forward presence;
|
•
|
Reducing the United States Africa Command ("AFRICOM") presence requirement, allowing a reduction in the quantity of Littoral Combat Ships ("LCS") from 55 to 52;
|
•
|
Maintaining the requirement for 33 amphibious ships, comprised of 11 LHA/LHDs, 11 LPDs, and 11
|
•
|
LSD/LX(R)s;
|
•
|
Reducing the quantity of Combat Logistics force ships from 30 to 29 to support a reduced AFRICOM presence requirement, particularly for LCS;
|
•
|
Maintaining the requirement for 48 fast attack submarines ("SSN") ;
|
•
|
Reducing the quantity of SSGNs from four to zero and equipping SSNs as required with an enhanced strike capability rather than in-kind replacement of SSGNs;
|
•
|
Maintaining the requirement for 12 SSBNs; and
|
•
|
Changing the mission of Maritime Prepositioning Squadron T-AKE ships and Mobile Landing Platform ("MLP") logistics ships to have them perform day to day operations, rather than being available only for surge, which increased the overall requirement for these platforms from zero to six, with two of the six MLP ships modified to serve as Afloat Forward Staging Base ships.
|
•
|
Flexibly-Priced Contracts
- Includes both cost-type and fixed-price incentive contracts. Cost-type contracts provide for reimbursement of the contractor's allowable costs plus a fee that represents profit. Cost-type contracts generally require that the contractor use its reasonable efforts to accomplish the scope of the work within some specified time and some stated dollar limitation. Fixed-price incentive contracts also provide for reimbursement of the contractor's allowable costs, but are subject to a cost-share limit that affects profitability. Fixed-price incentive contracts effectively become firm fixed-price contracts once the cost-share limit is reached. Approximately
98%
,
99%
and
99%
of our revenues for the
years ended
December 31, 2012
,
2011
and
2010
, respectively, were generated from flexibly-priced contracts, including certain fixed-price incentive contracts that have exceeded their cost-share limit.
|
•
|
Firm Fixed-Price Contracts
- A firm fixed-price contract is a contract in which the specified scope of work is agreed to for a price that is predetermined by bid or negotiation and not generally subject to adjustment regardless of costs incurred by the contractor. Time and materials contracts, which specify a fixed hourly rate for each labor hour charged, are considered firm fixed-price contracts. Approximately
2%
,
1%
and
1%
of our revenues for the
years ended
December 31, 2012
,
2011
and
2010
, respectively, were generated from firm fixed-price arrangements. Substantially all of our revenues during these periods were derived from the U.S. Government.
|
•
|
Revenue recognition;
|
•
|
Purchase accounting and goodwill;
|
•
|
Litigation, commitments and contingencies;
|
•
|
Retirement related plans; and
|
•
|
Workers' compensation.
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Gross favorable adjustments
|
|
$
|
194
|
|
|
$
|
188
|
|
|
$
|
121
|
|
Gross unfavorable adjustments
|
|
(132
|
)
|
|
(134
|
)
|
|
(200
|
)
|
|||
Net adjustments
|
|
$
|
62
|
|
|
$
|
54
|
|
|
$
|
(79
|
)
|
($ in millions)
|
|
Increase (Decrease) in 2013 Expense
|
|
Increase (Decrease) in December 31, 2012 Obligations
|
||||
25 basis point decrease in discount rate
|
|
$
|
20
|
|
|
$
|
199
|
|
25 basis point increase in discount rate
|
|
(20
|
)
|
|
(188
|
)
|
||
25 basis point decrease in expected return on assets
|
|
10
|
|
|
|
|
||
25 basis point increase in expected return on assets
|
|
(10
|
)
|
|
|
|
|
|
Year Ended December 31
|
|
2012 over 2011
|
|
2011 over 2010
|
||||||||||||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Sales and service revenues
|
|
$
|
6,708
|
|
|
$
|
6,575
|
|
|
$
|
6,723
|
|
|
$
|
133
|
|
|
2
|
%
|
|
$
|
(148
|
)
|
|
(2
|
)%
|
Cost of product sales and service revenues
|
|
5,629
|
|
|
5,571
|
|
|
5,831
|
|
|
58
|
|
|
1
|
%
|
|
(260
|
)
|
|
(4
|
)%
|
|||||
Income (loss) from operating investments, net
|
|
18
|
|
|
20
|
|
|
19
|
|
|
(2
|
)
|
|
(10
|
)%
|
|
1
|
|
|
5
|
%
|
|||||
General and administrative expenses
|
|
739
|
|
|
634
|
|
|
670
|
|
|
105
|
|
|
17
|
%
|
|
(36
|
)
|
|
(5
|
)%
|
|||||
Goodwill impairment
|
|
—
|
|
|
290
|
|
|
—
|
|
|
(290
|
)
|
|
(100
|
)%
|
|
290
|
|
|
—
|
|
|||||
Operating income (loss)
|
|
358
|
|
|
100
|
|
|
241
|
|
|
258
|
|
|
258
|
%
|
|
(141
|
)
|
|
(59
|
)%
|
|||||
Interest expense
|
|
117
|
|
|
104
|
|
|
40
|
|
|
13
|
|
|
13
|
%
|
|
64
|
|
|
160
|
%
|
|||||
Other expense
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(100
|
)%
|
|||||
Federal and foreign income taxes
|
|
95
|
|
|
96
|
|
|
68
|
|
|
(1
|
)
|
|
(1
|
)%
|
|
28
|
|
|
41
|
%
|
|||||
Net earnings (loss)
|
|
$
|
146
|
|
|
$
|
(100
|
)
|
|
$
|
131
|
|
|
$
|
246
|
|
|
246
|
%
|
|
$
|
(231
|
)
|
|
(176
|
)%
|
|
|
Year Ended December 31
|
|
2012 over 2011
|
|
2011 over 2010
|
||||||||||||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Product sales
|
|
$
|
5,755
|
|
|
$
|
5,676
|
|
|
$
|
5,798
|
|
|
$
|
79
|
|
|
1
|
%
|
|
$
|
(122
|
)
|
|
(2
|
)%
|
Service revenues
|
|
953
|
|
|
899
|
|
|
925
|
|
|
54
|
|
|
6
|
%
|
|
(26
|
)
|
|
(3
|
)%
|
|||||
Sales and service revenues
|
|
$
|
6,708
|
|
|
$
|
6,575
|
|
|
$
|
6,723
|
|
|
$
|
133
|
|
|
2
|
%
|
|
$
|
(148
|
)
|
|
(2
|
)%
|
|
|
Year Ended December 31
|
|
2012 over 2011
|
|
2011 over 2010
|
||||||||||||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Cost of product sales
|
|
$
|
4,827
|
|
|
$
|
4,794
|
|
|
$
|
5,042
|
|
|
$
|
33
|
|
|
1
|
%
|
|
$
|
(248
|
)
|
|
(5
|
)%
|
% of product sales
|
|
83.9
|
%
|
|
84.5
|
%
|
|
87.0
|
%
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||
Cost of service revenues
|
|
802
|
|
|
777
|
|
|
789
|
|
|
25
|
|
|
3
|
%
|
|
(12
|
)
|
|
(2
|
)%
|
|||||
% of service revenues
|
|
84.2
|
%
|
|
86.4
|
%
|
|
85.3
|
%
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||
Income (loss) from operating investments, net
|
|
18
|
|
|
20
|
|
|
19
|
|
|
(2
|
)
|
|
(10
|
)%
|
|
1
|
|
|
5
|
%
|
|||||
General and administrative expenses
|
|
739
|
|
|
634
|
|
|
670
|
|
|
105
|
|
|
17
|
%
|
|
(36
|
)
|
|
(5
|
)%
|
|||||
% of total sales and service revenues
|
|
11.0
|
%
|
|
9.6
|
%
|
|
10.0
|
%
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||
Goodwill impairment
|
|
—
|
|
|
290
|
|
|
—
|
|
|
(290
|
)
|
|
(100
|
)%
|
|
290
|
|
|
—
|
|
|||||
Cost of sales and service revenues
|
|
$
|
6,350
|
|
|
$
|
6,475
|
|
|
$
|
6,482
|
|
|
$
|
(125
|
)
|
|
(2
|
)%
|
|
$
|
(7
|
)
|
|
—
|
%
|
|
|
Year Ended December 31
|
|
2012 over 2011
|
|
2011 over 2010
|
||||||||||||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Segment operating income (loss)
|
|
$
|
457
|
|
|
$
|
122
|
|
|
$
|
294
|
|
|
$
|
335
|
|
|
275
|
%
|
|
$
|
(172
|
)
|
|
(59
|
)%
|
FAS/CAS Adjustment
|
|
(80
|
)
|
|
(23
|
)
|
|
(56
|
)
|
|
(57
|
)
|
|
(248
|
)%
|
|
33
|
|
|
59
|
%
|
|||||
Deferred state income taxes
|
|
(19
|
)
|
|
1
|
|
|
3
|
|
|
(20
|
)
|
|
(2,000
|
)%
|
|
(2
|
)
|
|
(67
|
)%
|
|||||
Total operating income (loss)
|
|
$
|
358
|
|
|
$
|
100
|
|
|
$
|
241
|
|
|
$
|
258
|
|
|
258
|
%
|
|
$
|
(141
|
)
|
|
(59
|
)%
|
|
|
Year Ended December 31
|
|
2012 over 2011
|
|
2011 over 2010
|
||||||||||||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
FAS expense
|
|
$
|
(228
|
)
|
|
$
|
(167
|
)
|
|
$
|
(187
|
)
|
|
$
|
(61
|
)
|
|
(37
|
)%
|
|
$
|
20
|
|
|
11
|
%
|
CAS expense
|
|
148
|
|
|
144
|
|
|
131
|
|
|
4
|
|
|
3
|
%
|
|
13
|
|
|
10
|
%
|
|||||
FAS/CAS Adjustment
|
|
$
|
(80
|
)
|
|
$
|
(23
|
)
|
|
$
|
(56
|
)
|
|
$
|
(57
|
)
|
|
(248
|
)%
|
|
$
|
33
|
|
|
59
|
%
|
|
|
Year Ended December 31
|
|
2012 over 2011
|
|
2011 over 2010
|
||||||||||||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Sales and Service Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ingalls
|
|
$
|
2,840
|
|
|
$
|
2,885
|
|
|
$
|
3,027
|
|
|
$
|
(45
|
)
|
|
(2
|
)%
|
|
$
|
(142
|
)
|
|
(5
|
)%
|
Newport News
|
|
3,940
|
|
|
3,766
|
|
|
3,775
|
|
|
174
|
|
|
5
|
%
|
|
(9
|
)
|
|
—
|
%
|
|||||
Intersegment eliminations
|
|
(72
|
)
|
|
(76
|
)
|
|
(79
|
)
|
|
4
|
|
|
5
|
%
|
|
3
|
|
|
4
|
%
|
|||||
Total sales and service revenues
|
|
$
|
6,708
|
|
|
$
|
6,575
|
|
|
$
|
6,723
|
|
|
$
|
133
|
|
|
2
|
%
|
|
$
|
(148
|
)
|
|
(2
|
)%
|
Operating Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ingalls
|
|
$
|
97
|
|
|
$
|
(220
|
)
|
|
$
|
(61
|
)
|
|
$
|
317
|
|
|
144
|
%
|
|
$
|
(159
|
)
|
|
(261
|
)%
|
Newport News
|
|
360
|
|
|
342
|
|
|
355
|
|
|
18
|
|
|
5
|
%
|
|
(13
|
)
|
|
(4
|
)%
|
|||||
Total Segment Operating Income (Loss)
|
|
457
|
|
|
122
|
|
|
294
|
|
|
335
|
|
|
275
|
%
|
|
(172
|
)
|
|
(59
|
)%
|
|||||
Non-segment factors affecting operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FAS/CAS Adjustment
|
|
(80
|
)
|
|
(23
|
)
|
|
(56
|
)
|
|
(57
|
)
|
|
(248
|
)%
|
|
33
|
|
|
59
|
%
|
|||||
Deferred state income taxes
|
|
(19
|
)
|
|
1
|
|
|
3
|
|
|
(20
|
)
|
|
(2,000
|
)%
|
|
(2
|
)
|
|
(67
|
)%
|
|||||
Total operating income (loss)
|
|
$
|
358
|
|
|
$
|
100
|
|
|
$
|
241
|
|
|
$
|
258
|
|
|
258
|
%
|
|
$
|
(141
|
)
|
|
(59
|
)%
|
|
|
Year Ended December 31
|
|
2012 over 2011
|
|
2011 over 2010
|
||||||||||||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Sales and service revenues
|
|
$
|
2,840
|
|
|
$
|
2,885
|
|
|
$
|
3,027
|
|
|
$
|
(45
|
)
|
|
(2
|
)%
|
|
$
|
(142
|
)
|
|
(5
|
)%
|
Segment operating income (loss)
|
|
97
|
|
|
(220
|
)
|
|
(61
|
)
|
|
317
|
|
|
144
|
%
|
|
(159
|
)
|
|
(261
|
)%
|
|||||
As a percentage of segment sales
|
|
3.4
|
%
|
|
(7.6
|
)%
|
|
(2.0
|
)%
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
Year Ended December 31
|
|
2012 over 2011
|
|
2011 over 2010
|
||||||||||||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Sales and service revenues
|
|
$
|
3,940
|
|
|
$
|
3,766
|
|
|
$
|
3,775
|
|
|
$
|
174
|
|
|
5
|
%
|
|
$
|
(9
|
)
|
|
—
|
%
|
Segment operating income (loss)
|
|
360
|
|
|
342
|
|
|
355
|
|
|
18
|
|
|
5
|
%
|
|
(13
|
)
|
|
(4
|
)%
|
|||||
As a percentage of segment sales
|
|
9.1
|
%
|
|
9.1
|
%
|
|
9.4
|
%
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
|
|
|
|
|
Total
|
|
|
|
|
|
Total
|
||||||||||||
($ in millions)
|
|
Funded
|
|
Unfunded
|
|
Backlog
|
|
Funded
|
|
Unfunded
|
|
Backlog
|
||||||||||||
Ingalls
|
|
$
|
7,120
|
|
|
$
|
95
|
|
|
$
|
7,215
|
|
|
$
|
5,454
|
|
|
$
|
242
|
|
|
$
|
5,696
|
|
Newport News
|
|
5,637
|
|
|
2,654
|
|
|
8,291
|
|
|
5,387
|
|
|
5,185
|
|
|
10,572
|
|
||||||
Total backlog
|
|
$
|
12,757
|
|
|
$
|
2,749
|
|
|
$
|
15,506
|
|
|
$
|
10,841
|
|
|
$
|
5,427
|
|
|
$
|
16,268
|
|
|
|
Year Ended December 31
|
|
2012 over 2011
|
|
2011 over 2010
|
||||||||||||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Net earnings (loss)
|
|
$
|
146
|
|
|
$
|
(100
|
)
|
|
$
|
131
|
|
|
$
|
246
|
|
|
246
|
%
|
|
$
|
(231
|
)
|
|
(176
|
)%
|
Goodwill impairment
|
|
—
|
|
|
290
|
|
|
—
|
|
|
(290
|
)
|
|
(1
|
)
|
|
290
|
|
|
—
|
|
|||||
Deferred income taxes
|
|
79
|
|
|
23
|
|
|
(21
|
)
|
|
56
|
|
|
243
|
%
|
|
44
|
|
|
210
|
%
|
|||||
Depreciation and amortization
|
|
193
|
|
|
190
|
|
|
183
|
|
|
3
|
|
|
2
|
%
|
|
7
|
|
|
4
|
%
|
|||||
Stock-based compensation
|
|
41
|
|
|
42
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)%
|
|
42
|
|
|
—
|
%
|
|||||
Retiree benefit funding less than (in excess of) expense
|
|
(43
|
)
|
|
132
|
|
|
39
|
|
|
(175
|
)
|
|
(133
|
)%
|
|
93
|
|
|
238
|
%
|
|||||
Trade working capital decrease (increase)
|
|
(84
|
)
|
|
(49
|
)
|
|
27
|
|
|
(35
|
)
|
|
(71
|
)%
|
|
(76
|
)
|
|
(281
|
)%
|
|||||
Net cash provided by (used in) operating activities
|
|
$
|
332
|
|
|
$
|
528
|
|
|
$
|
359
|
|
|
$
|
(196
|
)
|
|
(37
|
)%
|
|
$
|
169
|
|
|
47
|
%
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
332
|
|
|
$
|
528
|
|
|
$
|
359
|
|
Less:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(162
|
)
|
|
(197
|
)
|
|
(191
|
)
|
|||
Free cash flow
|
|
$
|
170
|
|
|
$
|
331
|
|
|
$
|
168
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Pension plans
|
|
|
|
|
|
|
||||||
Minimum
(1)
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Discretionary
|
|
|
|
|
|
|
||||||
Qualified
|
|
172
|
|
|
—
|
|
|
102
|
|
|||
Non-qualified
|
|
3
|
|
|
3
|
|
|
3
|
|
|||
Other benefit plans
|
|
31
|
|
|
33
|
|
|
33
|
|
|||
Total contributions
|
|
$
|
270
|
|
|
$
|
36
|
|
|
$
|
138
|
|
(1)
|
Qualified pension plans only.
|
($ in millions)
|
|
Total
|
|
2013
|
|
2014 - 2015
|
|
2016 - 2017
|
|
2018 and beyond
|
||||||||||
Long-term debt
|
|
$
|
1,830
|
|
|
$
|
51
|
|
|
$
|
187
|
|
|
$
|
287
|
|
|
$
|
1,305
|
|
Interest payments on long-term debt
(1)
|
|
739
|
|
|
109
|
|
|
213
|
|
|
188
|
|
|
229
|
|
|||||
Operating leases
|
|
144
|
|
|
24
|
|
|
39
|
|
|
26
|
|
|
55
|
|
|||||
Purchase obligations
(2)
|
|
2,085
|
|
|
1,271
|
|
|
699
|
|
|
78
|
|
|
37
|
|
|||||
Other long-term liabilities
(3)
|
|
641
|
|
|
81
|
|
|
114
|
|
|
85
|
|
|
361
|
|
|||||
Total contractual obligations
|
|
$
|
5,439
|
|
|
$
|
1,536
|
|
|
$
|
1,252
|
|
|
$
|
664
|
|
|
$
|
1,987
|
|
(1)
|
Interest payments include interest on
$525 million
of variable interest rate debt calculated based on interest rates at
December 31, 2012
.
|
(2)
|
A "purchase obligation" is defined as an agreement to purchase goods or services that is enforceable and legally binding on us and that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. These amounts are primarily comprised of open purchase order commitments to vendors and subcontractors pertaining to funded contracts.
|
(3)
|
Other long-term liabilities primarily consist of total accrued workers' compensation reserves, deferred compensation, and other miscellaneous liabilities, of which
$216 million
is the current portion of workers' compensation liabilities. It excludes obligations for uncertain tax positions of
$21 million
, as the timing of the payments, if any, cannot be reasonably estimated.
|
Program Name
|
|
Program Description
|
|
|
|
Carrier Post Shakedown Availability ("PSA")
|
|
Perform post-delivery work or redelivery to get the ship ready to enter or reenter the fleet. CVN-77 USS
George H. W. Bush
is the tenth and final
Nimitz
-class carrier. Her PSA was completed in 2010.
|
|
|
|
Carrier RCOH
|
|
Perform refueling and complex overhaul ("RCOH") of nuclear-powered aircraft carriers, which is required at the mid-point of their 50-year life cycle. CVN-71 USS
Theodore Roosevelt
is currently undergoing RCOH, marking the fourth
Nimitz
-class carrier to undergo RCOH, and advance planning for the CVN-72 USS
Abraham Lincoln
RCOH has begun.
|
|
|
|
CVN-65 USS
Enterprise
|
|
Maintain and support the world's first nuclear-powered aircraft carrier, the inactivation of which is expected to start in 2013.
|
|
|
|
CVN-68
Nimitz
-class aircraft carriers
|
|
Refuel, maintain and repair the CVN-68
Nimitz
-class aircraft carriers, which are the largest warships in the world. Each
Nimitz
-class carrier is designed for an approximately 50-year service life, with one mid-life refueling. The 10th and final
Nimitz
-class carrier constructed, CVN-77 USS
George H.W. Bush
, was commissioned in 2009.
|
|
|
|
CVN-78
Gerald R. Ford
-class aircraft carriers
|
|
Design and construction for the
Ford
-class program, which is the future aircraft carrier replacement program for CVN-65 USS
Enterprise
and CVN-68
Nimitz
-class aircraft carriers. CVN-78
Gerald R. Ford
, the first ship of the
Ford
-class, is currently under construction and is scheduled to be delivered in 2015. CVN-79
John F. Kennedy
is under contract for engineering, advance construction, and purchase of long-lead-time components and material. This category also includes the class' non-recurring engineering. The class brings improved warfighting capability, quality of life improvements for sailors, and reduced acquisition and life cycle costs.
|
|
|
|
DDG-51
Arleigh Burke
-class destroyers
|
|
Build guided missile destroyers designed for conducting anti-air, anti-submarine, anti-surface and strike operations. The Aegis-equipped DDG-51
Arleigh Burke
-class destroyers are the U.S. Navy's primary surface combatant, and have been constructed in variants, allowing technological advances during construction. We delivered DDG-107 USS
Gravely
in July 2010 and DDG-110 USS
William P. Lawrence
in February 2011. We are currently preparing for the construction of DDG-113
John Finn
scheduled for delivery in 2016, and were awarded the construction contract for DDG-114
Ralph Johnson
scheduled for delivery in 2017.
|
|
|
|
DDG-1000
Zumwalt
-class destroyers
|
|
Design and build next-generation multi-mission surface combatants in conjunction with Bath Iron Works and construct the ships' integrated composite deckhouses, as well as portions of the ships' aft peripheral vertical launch systems. Developed under the DD(X) destroyer program, the DDG-1000
Zumwalt
-class destroyer is the lead ship of a class tailored for land attack and littoral dominance. In July 2008, the U.S. Navy announced its decision to truncate the DDG-1000 program at three ships and restart the construction of BMD-capable (ballistic missile defense) DDG-51s. In 2012, we delivered the composite superstructure of DDG-1000
Zumwalt
. We are currently constructing the composite superstructure of DDG-1001
Michael Monsoor
and have been awarded a long-lead-time material contract for DDG-1002
Lyndon B. Johnson
. In addition, we have submitted a proposal to construct the DDG-1002
Lyndon B. Johnson
composite superstructure.
|
|
|
|
Energy services
|
|
Leverage our core competencies in nuclear operations, program management and heavy manufacturing for DoE and commercial nuclear programs. We also provide a range of services to the energy and petrochemical industries as well as government customers.
|
|
|
|
Fleet Support services
|
|
Fleet support provides comprehensive life cycle services, including depot maintenance, modernization, repairs, logistics and technical support and planning yard services for naval and commercial vessels. We have ship repair facilities in Newport News, Virginia, and San Diego, California, which are near the U.S. Navy's largest homeports of Norfolk, Virginia and San Diego, respectively. We also perform emergent repair for the U.S. Navy on all classes of ships.
|
|
|
|
Inactivation
|
|
Defuel and inactivate nuclear-powered aircraft carriers for the U.S. Navy. Inactivation of nuclear-powered aircraft carriers, of which 11 have been constructed to date, is expected to start in 2013 with CVN-65 USS
Enterprise
.
|
|
|
|
Legend
-class National Security Cutter
|
|
Design and build the U.S. Coast Guard's National Security Cutters, the largest and most technically advanced class of cutter in the U.S. Coast Guard. The NSC is equipped to carry out maritime homeland security, maritime safety, protection of natural resources, maritime mobility and national defense missions. The plan is for a total of eight ships, of which the first three ships, NSC-1 USCGC
Bertholf
, NSC-2 USCGC
Waesche
and NSC-3 USCGC
Stratton
, have been delivered; NSC-4
Hamilton
and NSC-5
Joshua James
are
under construction; and
an advance procurement
contract for NSC-6 (unnamed) was awarded to us in March 2012.
We have submitted a proposal to construct NSC-6 (unnamed), with options for NSC-7 and NSC-8.
|
|
|
|
LHA-6
America-
class amphibious assault ships
|
|
Design and build amphibious assault ships that provide forward presence and power projection as an integral part of joint, interagency and multinational maritime expeditionary forces. The LHA-6
America
-class ships, together with the LHD-1
Wasp
-class ships, are the successors to the aging LHA-1
Tarawa
-class ships. Three of the original five
Tarawa
-class ships have been recently decommissioned, and the remainder of the class is scheduled to be decommissioned by 2015. The first LHA replacement ("LHA(R)") ship, LHA-6
America
, was placed under contract with us in June 2007, and is scheduled for delivery in 2013. The LHA-6
America
-class ships optimize aviation operations and support capabilities. LHA-7
Tripoli
was placed under contract with us in 2012.
|
|
|
|
LPD-17
San Antonio-
class amphibious transport dock ships
|
|
Design and build amphibious transport dock ships, which are warships that embark, transport and land elements of a landing force for a variety of expeditionary warfare missions, and also serve as the secondary aviation platform for Amphibious Readiness Groups. The LPD-17
San Antonio
-class is the newest addition to the U.S. Navy's 21st century amphibious assault force, and these ships are a key element of the U.S. Navy's seabase transformation. We are currently constructing LPD-25, LPD-26 and LPD-27. The LPD-17
San Antonio
-class currently includes a total of 11 ships.
|
|
|
|
Savannah River Nuclear Solutions, LLC
|
|
Participate, as a minority member in a joint venture, in the management and operation of DoE nuclear sites, currently at the Savannah River Site near Aiken, South Carolina, and potentially at other DoE sites. Our joint venture partners at the Savannah River Site include Fluor Federal Services, Inc. and Honeywell International Inc.
|
|
|
|
SSBN(X)
Ohio
-class Submarine Replacement Program
|
|
Perform, through an agreement with Electric Boat, as design subcontractor for the SSBN(X)
Ohio
-class replacement boats. The U.S. Navy has committed to designing a replacement class for the SSBN
Ohio
-class ballistic missile submarines, which were first introduced into service in 1981. We are currently participating in the design effort and our experience and well-qualified workforce position us for a potential role in the construction effort. The SSBN
Ohio
-class includes 14 ballistic missile submarines ("SSBN") and four cruise missile submarines ("SSGN"). The
Ohio
Replacement Program currently anticipates 12 new ballistic missile submarines over a 15-year period at a cost of approximately $4 billion to $7 billion each. The U.S. Navy has initiated the design process for the new class of submarine, and we have begun design work as a subcontractor to Electric Boat. Congress has delayed the start of the first
Ohio
replacement submarine by two years and construction is now expected to begin in 2021, with procurement of long-lead-time materials in 2017 and delivery in 2030. The first
Ohio
-class ballistic missile submarine is expected to be retired in 2027 with an additional submarine being retired each year thereafter. By 2030 the
Ohio
-class ballistic missile submarine fleet is expected to be ten. The current fiscal environment and uncertainty in defense budgets may cause additional delay to the start of construction or result in a reduction in the number of ships being procured, but we believe the
Ohio
Replacement Program may represent a significant opportunity for us in the future.
|
|
|
|
SSN-774
Virginia
-class fast attack submarines
|
|
Construct the newest attack submarines as the principal subcontractor to Electric Boat. The SSN-774
Virginia
-class is a post-Cold War design tailored to excel in a wide range of warfighting missions, including anti-submarine and surface ship warfare; special operation forces; strike; intelligence, surveillance, and reconnaissance; carrier and expeditionary strike group support; and mine warfare.
|
|
|
Year Ended December 31
|
||||||||||
(in millions, except per share amounts)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Sales and service revenues
|
|
|
|
|
|
|
||||||
Product sales
|
|
$
|
5,755
|
|
|
$
|
5,676
|
|
|
$
|
5,798
|
|
Service revenues
|
|
953
|
|
|
899
|
|
|
925
|
|
|||
Total sales and service revenues
|
|
6,708
|
|
|
6,575
|
|
|
6,723
|
|
|||
Cost of sales and service revenues
|
|
|
|
|
|
|
||||||
Cost of product sales
|
|
4,827
|
|
|
4,794
|
|
|
5,042
|
|
|||
Cost of service revenues
|
|
802
|
|
|
777
|
|
|
789
|
|
|||
Income (loss) from operating investments, net
|
|
18
|
|
|
20
|
|
|
19
|
|
|||
General and administrative expenses
|
|
739
|
|
|
634
|
|
|
670
|
|
|||
Goodwill impairment
|
|
—
|
|
|
290
|
|
|
—
|
|
|||
Operating income (loss)
|
|
358
|
|
|
100
|
|
|
241
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
|
|||||
Interest expense
|
|
(117
|
)
|
|
(104
|
)
|
|
(40
|
)
|
|||
Other, net
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Earnings (loss) before income taxes
|
|
241
|
|
|
(4
|
)
|
|
199
|
|
|||
Federal income taxes
|
|
95
|
|
|
96
|
|
|
68
|
|
|||
Net earnings (loss)
|
|
$
|
146
|
|
|
$
|
(100
|
)
|
|
$
|
131
|
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
|
$
|
2.96
|
|
|
$
|
(2.05
|
)
|
|
$
|
2.68
|
|
Weighted-average common shares outstanding
|
|
49.4
|
|
|
48.8
|
|
|
48.8
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share
|
|
$
|
2.91
|
|
|
$
|
(2.05
|
)
|
|
$
|
2.68
|
|
Weighted-average diluted shares outstanding
|
|
50.1
|
|
|
48.8
|
|
|
48.8
|
|
|||
|
|
|
|
|
|
|
||||||
Net earnings (loss) from above
|
|
$
|
146
|
|
|
$
|
(100
|
)
|
|
$
|
131
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Change in unamortized benefit plan costs
|
|
(605
|
)
|
|
(538
|
)
|
|
4
|
|
|||
Tax benefit (expense) on change in unamortized benefit plan costs
|
|
241
|
|
|
208
|
|
|
9
|
|
|||
Other comprehensive income (loss), net of tax
|
|
(364
|
)
|
|
(330
|
)
|
|
13
|
|
|||
Comprehensive income (loss)
|
|
$
|
(218
|
)
|
|
$
|
(430
|
)
|
|
$
|
144
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,057
|
|
|
$
|
915
|
|
Accounts receivable, net
|
|
905
|
|
|
711
|
|
||
Inventoried costs, net
|
|
288
|
|
|
380
|
|
||
Deferred income taxes
|
|
213
|
|
|
232
|
|
||
Prepaid expenses and other current assets
|
|
21
|
|
|
30
|
|
||
Total current assets
|
|
2,484
|
|
|
2,268
|
|
||
Property, Plant, and Equipment
|
|
|
|
|
||||
Land and land improvements
|
|
314
|
|
|
305
|
|
||
Buildings and leasehold improvements
|
|
1,486
|
|
|
1,431
|
|
||
Machinery and other equipment
|
|
1,339
|
|
|
1,258
|
|
||
Capitalized software costs
|
|
208
|
|
|
199
|
|
||
|
|
3,347
|
|
|
3,193
|
|
||
Accumulated depreciation and amortization
|
|
(1,313
|
)
|
|
(1,160
|
)
|
||
Property, plant, and equipment, net
|
|
2,034
|
|
|
2,033
|
|
||
Other Assets
|
|
|
|
|
||||
Goodwill
|
|
881
|
|
|
881
|
|
||
Other purchased intangibles, net of accumulated amortization of $391 in 2012 and $372 in 2011
|
|
548
|
|
|
567
|
|
||
Pension plan assets
|
|
—
|
|
|
64
|
|
||
Debt issuance costs
|
|
39
|
|
|
48
|
|
||
Long-term deferred tax assets
|
|
329
|
|
|
159
|
|
||
Miscellaneous other assets
|
|
77
|
|
|
49
|
|
||
Total other assets
|
|
1,874
|
|
|
1,768
|
|
||
Total assets
|
|
$
|
6,392
|
|
|
$
|
6,069
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2012
|
|
2011
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Trade accounts payable
|
|
$
|
377
|
|
|
$
|
380
|
|
Current portion of long-term debt
|
|
51
|
|
|
29
|
|
||
Current portion of workers’ compensation liabilities
|
|
216
|
|
|
201
|
|
||
Current portion of postretirement plan liabilities
|
|
166
|
|
|
172
|
|
||
Accrued employees’ compensation
|
|
235
|
|
|
221
|
|
||
Advance payments and billings in excess of revenues
|
|
134
|
|
|
101
|
|
||
Other current liabilities
|
|
205
|
|
|
268
|
|
||
Total current liabilities
|
|
1,384
|
|
|
1,372
|
|
||
Long-term debt
|
|
1,779
|
|
|
1,830
|
|
||
Other postretirement plan liabilities
|
|
799
|
|
|
662
|
|
||
Pension plan liabilities
|
|
1,301
|
|
|
936
|
|
||
Workers’ compensation liabilities
|
|
403
|
|
|
361
|
|
||
Other long-term liabilities
|
|
59
|
|
|
49
|
|
||
Total liabilities
|
|
5,725
|
|
|
5,210
|
|
||
Commitments and Contingencies (Note 14)
|
|
|
|
|
|
|
||
Stockholders’ Equity
|
|
|
|
|
||||
Common stock, $0.01 par value; 150 million shares authorized; 49.6 million and 48.8 million issued and outstanding as of December 31, 2012 and 2011, respectively
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
1,894
|
|
|
1,867
|
|
||
Retained earnings (deficit)
|
|
—
|
|
|
(146
|
)
|
||
Treasury stock
|
|
(1
|
)
|
|
—
|
|
||
Accumulated other comprehensive income (loss)
|
|
(1,226
|
)
|
|
(862
|
)
|
||
Total stockholders’ equity
|
|
667
|
|
|
859
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
6,392
|
|
|
$
|
6,069
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net earnings (loss)
|
|
$
|
146
|
|
|
$
|
(100
|
)
|
|
$
|
131
|
|
Adjustments to reconcile to net cash provided by (used in) operating activities
|
|
|
|
|
|
|
||||||
Depreciation
|
|
165
|
|
|
164
|
|
|
160
|
|
|||
Amortization of purchased intangibles
|
|
19
|
|
|
20
|
|
|
23
|
|
|||
Amortization of debt issuance costs
|
|
9
|
|
|
6
|
|
|
—
|
|
|||
Stock-based compensation
|
|
41
|
|
|
42
|
|
|
—
|
|
|||
Deferred income taxes
|
|
79
|
|
|
23
|
|
|
(21
|
)
|
|||
Goodwill impairment
|
|
—
|
|
|
290
|
|
|
—
|
|
|||
Change in
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(194
|
)
|
|
17
|
|
|
(190
|
)
|
|||
Inventoried costs
|
|
116
|
|
|
(87
|
)
|
|
5
|
|
|||
Prepaid expenses and other assets
|
|
6
|
|
|
(30
|
)
|
|
2
|
|
|||
Accounts payable and accruals
|
|
(14
|
)
|
|
50
|
|
|
205
|
|
|||
Retiree benefits
|
|
(43
|
)
|
|
132
|
|
|
39
|
|
|||
Other non-cash transactions, net
|
|
2
|
|
|
1
|
|
|
5
|
|
|||
Net cash provided by (used in) operating activities
|
|
332
|
|
|
528
|
|
|
359
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Additions to property, plant, and equipment
|
|
(162
|
)
|
|
(197
|
)
|
|
(191
|
)
|
|||
Other investing activities, net
|
|
—
|
|
|
—
|
|
|
2
|
|
|||
Net cash provided by (used in) investing activities
|
|
(162
|
)
|
|
(197
|
)
|
|
(189
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
1,775
|
|
|
—
|
|
|||
Repayment of long-term debt
|
|
(29
|
)
|
|
(22
|
)
|
|
—
|
|
|||
Debt issuance costs
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|||
Dividends paid
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchases of common stock
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from stock option exercises
|
|
7
|
|
|
2
|
|
|
—
|
|
|||
Proceeds from issuance of note payable to former parent
|
|
—
|
|
|
—
|
|
|
178
|
|
|||
Repayment of notes payable to former parent and accrued interest
|
|
—
|
|
|
(954
|
)
|
|
(178
|
)
|
|||
Dividend to former parent in connection with spin-off
|
|
—
|
|
|
(1,429
|
)
|
|
—
|
|
|||
Net transfers from (to) former parent
|
|
—
|
|
|
1,266
|
|
|
(170
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(28
|
)
|
|
584
|
|
|
(170
|
)
|
|||
Change in cash and cash equivalents
|
|
142
|
|
|
915
|
|
|
—
|
|
|||
Cash and cash equivalents, beginning of period
|
|
915
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
1,057
|
|
|
$
|
915
|
|
|
$
|
—
|
|
Supplemental Cash Flow Disclosure
|
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
|
$
|
28
|
|
|
$
|
46
|
|
|
$
|
—
|
|
Cash paid for interest
|
|
$
|
111
|
|
|
$
|
64
|
|
|
$
|
16
|
|
Non-Cash Investing and Financing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures accrued in accounts payable
|
|
$
|
20
|
|
|
$
|
48
|
|
|
$
|
44
|
|
($ in millions)
|
|
Former Parent's Equity in Unit
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings (Deficit)
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
||||||||||||||
Balance at January 1, 2010
|
|
$
|
1,978
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(545
|
)
|
|
$
|
1,433
|
|
Net earnings (loss)
|
|
131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131
|
|
|||||||
Net transfers from (to) former parent
|
|
(170
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(170
|
)
|
|||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|||||||
Balance at December 31, 2010
|
|
1,939
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(532
|
)
|
|
1,407
|
|
|||||||
Net earnings (loss)
|
|
46
|
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|||||||
Dividend to former parent
|
|
(1,429
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,429
|
)
|
|||||||
Contributed surplus
|
|
(1,822
|
)
|
|
—
|
|
|
1,822
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net transfers from (to) former parent
|
|
1,266
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,266
|
|
|||||||
Additional paid-in capital
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(330
|
)
|
|
(330
|
)
|
|||||||
Balance at December 31, 2011
|
|
—
|
|
|
—
|
|
|
1,867
|
|
|
(146
|
)
|
|
—
|
|
|
(862
|
)
|
|
859
|
|
|||||||
Net earnings (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|||||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||||
Additional paid-in capital
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
|
(364
|
)
|
|||||||
Treasury stock activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Balance at December 31, 2012
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,894
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(1,226
|
)
|
|
$
|
667
|
|
Level 1:
|
Quoted prices in active markets for identical assets and liabilities.
|
Level 2:
|
Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or that the Company corroborates with observable market data for substantially the full term of the related assets or liabilities.
|
Level 3:
|
Unobservable inputs supported by little or no market activity that are significant to the fair value of the assets and liabilities.
|
($ in millions)
|
|
Asset Retirement Obligations
|
||
Balance at January 1, 2010
|
|
$
|
3
|
|
Obligation relating to the future retirement of a facility
|
|
17
|
|
|
Balance at December 31, 2010
|
|
20
|
|
|
Obligation relating to the future retirement of a facility
|
|
5
|
|
|
Balance at December 31, 2011
|
|
25
|
|
|
Obligation relating to the future retirement of a facility
|
|
1
|
|
|
Revision of estimate
|
|
(3
|
)
|
|
Accretion expense
|
|
2
|
|
|
Balance at December 31, 2012
|
|
$
|
25
|
|
|
|
Years
|
||||
Land improvements
|
|
3
|
|
-
|
|
45
|
Buildings and improvements
|
|
3
|
|
-
|
|
60
|
Capitalized software costs
|
|
3
|
|
-
|
|
9
|
Machinery and other equipment
|
|
2
|
|
-
|
|
45
|
|
|
Year Ended December 31
|
||||||||||||||||||||||
|
|
2011
|
|
2010
|
||||||||||||||||||||
(in millions, except per share amounts)
|
|
As Previously Reported
|
|
Corrections
|
|
As Presented Herein
|
|
As Previously Reported
|
|
Corrections
|
|
As Corrected
|
||||||||||||
General and administrative expenses
|
|
$
|
624
|
|
|
$
|
10
|
|
|
$
|
634
|
|
|
$
|
663
|
|
|
$
|
7
|
|
|
$
|
670
|
|
Operating income (loss)
|
|
110
|
|
|
(10
|
)
|
|
100
|
|
|
248
|
|
|
(7
|
)
|
|
241
|
|
||||||
Earnings (loss) before income taxes
|
|
6
|
|
|
(10
|
)
|
|
(4
|
)
|
|
206
|
|
|
(7
|
)
|
|
199
|
|
||||||
Federal income taxes
|
|
100
|
|
|
(4
|
)
|
|
96
|
|
|
71
|
|
|
(3
|
)
|
|
68
|
|
||||||
Net earnings (loss)
|
|
(94
|
)
|
|
(6
|
)
|
|
(100
|
)
|
|
135
|
|
|
(4
|
)
|
|
131
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax
|
|
(334
|
)
|
|
4
|
|
|
(330
|
)
|
|
16
|
|
|
(3
|
)
|
|
13
|
|
||||||
Comprehensive income (loss)
|
|
(428
|
)
|
|
(2
|
)
|
|
(430
|
)
|
|
151
|
|
|
(7
|
)
|
|
144
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic and diluted earnings (loss) per share
|
|
$
|
(1.93
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(2.05
|
)
|
|
$
|
2.77
|
|
|
$
|
(0.09
|
)
|
|
$
|
2.68
|
|
|
|
December 31
|
||||||||||||||||||||||
|
|
2011
|
|
2010
|
||||||||||||||||||||
(in millions)
|
|
As Previously Reported
|
|
Corrections
|
|
As Presented Herein
|
|
As Previously Reported
|
|
Corrections
|
|
As Corrected
|
||||||||||||
Goodwill
|
|
$
|
844
|
|
|
$
|
37
|
|
|
$
|
881
|
|
|
$
|
1,134
|
|
|
$
|
37
|
|
|
$
|
1,171
|
|
Long-term deferred tax assets
|
|
128
|
|
|
31
|
|
|
159
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total other assets
|
|
1,700
|
|
|
68
|
|
|
1,768
|
|
|
1,893
|
|
|
37
|
|
|
1,930
|
|
||||||
Total assets
|
|
6,001
|
|
|
68
|
|
|
6,069
|
|
|
5,203
|
|
|
37
|
|
|
5,240
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other postretirement plan liabilities
|
|
581
|
|
|
81
|
|
|
662
|
|
|
567
|
|
|
78
|
|
|
645
|
|
||||||
Deferred tax liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|
(30
|
)
|
|
69
|
|
||||||
Total liabilities
|
|
5,129
|
|
|
81
|
|
|
5,210
|
|
|
3,785
|
|
|
48
|
|
|
3,833
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Additional paid-in capital
|
|
1,862
|
|
|
5
|
|
|
1,867
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Former parent's equity in unit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,933
|
|
|
6
|
|
|
1,939
|
|
||||||
Retained earnings (deficit)
|
|
(141
|
)
|
|
(5
|
)
|
|
(146
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accumulated other comprehensive income (loss)
|
|
(849
|
)
|
|
(13
|
)
|
|
(862
|
)
|
|
(515
|
)
|
|
(17
|
)
|
|
(532
|
)
|
||||||
Total stockholders' equity
|
|
872
|
|
|
(13
|
)
|
|
859
|
|
|
1,418
|
|
|
(11
|
)
|
|
1,407
|
|
||||||
Total liabilities and stockholders' equity
|
|
$
|
6,001
|
|
|
$
|
68
|
|
|
$
|
6,069
|
|
|
$
|
5,203
|
|
|
$
|
37
|
|
|
$
|
5,240
|
|
|
|
Year Ended December 31
|
||||||||||||||||||||||
|
|
2011
|
|
2010
|
||||||||||||||||||||
(in millions)
|
|
As Previously Reported
|
|
Corrections
|
|
As Presented Herein
|
|
As Previously Reported
|
|
Corrections
|
|
As Corrected
|
||||||||||||
Net earnings (loss)
|
|
$
|
(94
|
)
|
|
$
|
(6
|
)
|
|
$
|
(100
|
)
|
|
$
|
135
|
|
|
$
|
(4
|
)
|
|
$
|
131
|
|
Deferred income taxes
|
|
27
|
|
|
(4
|
)
|
|
23
|
|
|
(19
|
)
|
|
(2
|
)
|
|
(21
|
)
|
||||||
Retiree benefits
|
|
122
|
|
|
10
|
|
|
132
|
|
|
33
|
|
|
6
|
|
|
39
|
|
||||||
Net cash provided by (used in) operating activities
|
|
528
|
|
|
—
|
|
|
528
|
|
|
359
|
|
|
—
|
|
|
359
|
|
($ in millions)
|
|
Compensation
|
|
Other Accruals
|
|
Total
|
||||||
Balance at January 1, 2010
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrual established
|
|
27
|
|
|
39
|
|
|
66
|
|
|||
Balance at December 31, 2010
|
|
27
|
|
|
39
|
|
|
66
|
|
|||
Payments
|
|
(24
|
)
|
|
(36
|
)
|
|
(60
|
)
|
|||
Adjustments
|
|
47
|
|
|
(3
|
)
|
|
44
|
|
|||
Balance at December 31, 2011
|
|
50
|
|
|
—
|
|
|
50
|
|
|||
Payments
|
|
(50
|
)
|
|
—
|
|
|
(50
|
)
|
|||
Adjustments
|
|
24
|
|
|
—
|
|
|
24
|
|
|||
Balance at December 31, 2012
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
|
Year Ended December 31
|
||||||||||
(in millions, except per share amounts)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net earnings (loss)
|
|
$
|
146
|
|
|
$
|
(100
|
)
|
|
$
|
131
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
|
49.4
|
|
|
48.8
|
|
|
48.8
|
|
|||
Net effect of dilutive stock options
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Net effect of dilutive restricted stock rights
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Net effect of dilutive restricted performance stock rights
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|||
Dilutive weighted-average common shares outstanding
|
|
50.1
|
|
|
48.8
|
|
|
48.8
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings (loss) per share - basic
|
|
$
|
2.96
|
|
|
$
|
(2.05
|
)
|
|
$
|
2.68
|
|
Earnings (loss) per share - diluted
|
|
$
|
2.91
|
|
|
$
|
(2.05
|
)
|
|
$
|
2.68
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Sales and Service Revenues
|
|
|
|
|
|
|
||||||
Ingalls
|
|
$
|
2,840
|
|
|
$
|
2,885
|
|
|
$
|
3,027
|
|
Newport News
|
|
3,940
|
|
|
3,766
|
|
|
3,775
|
|
|||
Intersegment eliminations
|
|
(72
|
)
|
|
(76
|
)
|
|
(79
|
)
|
|||
Total sales and service revenues
|
|
$
|
6,708
|
|
|
$
|
6,575
|
|
|
$
|
6,723
|
|
Operating Income (Loss)
|
|
|
|
|
|
|
||||||
Ingalls
|
|
$
|
97
|
|
|
$
|
(220
|
)
|
|
$
|
(61
|
)
|
Newport News
|
|
360
|
|
|
342
|
|
|
355
|
|
|||
Total segment operating income (loss)
|
|
457
|
|
|
122
|
|
|
294
|
|
|||
Non-segment factors affecting operating income (loss)
|
|
|
|
|
|
|
||||||
FAS/CAS Adjustment
|
|
(80
|
)
|
|
(23
|
)
|
|
(56
|
)
|
|||
Deferred state income taxes
|
|
(19
|
)
|
|
1
|
|
|
3
|
|
|||
Total operating income (loss)
|
|
$
|
358
|
|
|
$
|
100
|
|
|
$
|
241
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
|
||||
Ingalls
|
|
$
|
1,706
|
|
|
$
|
1,754
|
|
Newport News
|
|
2,982
|
|
|
2,843
|
|
||
Corporate
|
|
1,704
|
|
|
1,472
|
|
||
Total assets
|
|
$
|
6,392
|
|
|
$
|
6,069
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Capital Expenditures
|
|
|
|
|
|
|
||||||
Ingalls
|
|
$
|
42
|
|
|
$
|
61
|
|
|
$
|
52
|
|
Newport News
|
|
120
|
|
|
133
|
|
|
139
|
|
|||
Corporate
|
|
—
|
|
|
3
|
|
|
—
|
|
|||
Total capital expenditures
|
|
$
|
162
|
|
|
$
|
197
|
|
|
$
|
191
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
Ingalls
|
|
$
|
90
|
|
|
$
|
92
|
|
|
$
|
96
|
|
Newport News
|
|
94
|
|
|
92
|
|
|
87
|
|
|||
Corporate
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total depreciation and amortization
|
|
$
|
184
|
|
|
$
|
184
|
|
|
$
|
183
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2012
|
|
2011
|
||||
Due From U.S. Government
|
|
|
|
|
||||
Amounts billed
|
|
$
|
158
|
|
|
$
|
119
|
|
Recoverable costs and accrued profit on progress completed - unbilled
|
|
701
|
|
|
557
|
|
||
|
|
859
|
|
|
676
|
|
||
Due From Other Customers
|
|
|
|
|
||||
Amounts billed
|
|
33
|
|
|
16
|
|
||
Recoverable costs and accrued profit on progress completed - unbilled
|
|
17
|
|
|
22
|
|
||
|
|
50
|
|
|
38
|
|
||
Total accounts receivable
|
|
909
|
|
|
714
|
|
||
Allowances for doubtful accounts
|
|
(4
|
)
|
|
(3
|
)
|
||
Total accounts receivable, net
|
|
$
|
905
|
|
|
$
|
711
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2012
|
|
2011
|
||||
Production costs of contracts in process
|
|
$
|
198
|
|
|
$
|
402
|
|
General and administrative expenses
|
|
3
|
|
|
15
|
|
||
|
|
201
|
|
|
417
|
|
||
Progress payments received
|
|
(1
|
)
|
|
(118
|
)
|
||
|
|
200
|
|
|
299
|
|
||
Raw material inventory
|
|
88
|
|
|
81
|
|
||
Total inventoried costs, net
|
|
$
|
288
|
|
|
$
|
380
|
|
($ in millions)
|
|
Ingalls
|
|
Newport News
|
|
Total
|
||||||
Balance at January 1, 2011
|
|
$
|
488
|
|
|
$
|
683
|
|
|
$
|
1,171
|
|
Goodwill impairment
|
|
(290
|
)
|
|
—
|
|
|
(290
|
)
|
|||
Balance at December 31, 2011
|
|
198
|
|
|
683
|
|
|
881
|
|
|||
Balance at December 31, 2012
|
|
$
|
198
|
|
|
$
|
683
|
|
|
$
|
881
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2012
|
|
2011
|
||||
Gross carrying amount
|
|
$
|
939
|
|
|
$
|
939
|
|
Accumulated amortization
|
|
(391
|
)
|
|
(372
|
)
|
||
Net carrying amount
|
|
$
|
548
|
|
|
$
|
567
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2012
|
|
2011
|
||||
Current assets
|
|
$
|
43
|
|
|
$
|
34
|
|
Other assets
|
|
—
|
|
|
—
|
|
||
Current liabilities
|
|
21
|
|
|
12
|
|
||
Long-term liabilities
|
|
8
|
|
|
8
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Sales and services revenues
|
|
$
|
1,316
|
|
|
$
|
1,474
|
|
|
$
|
1,547
|
|
Operating income
|
|
50
|
|
|
23
|
|
|
59
|
|
|||
Net earnings
|
|
50
|
|
|
23
|
|
|
59
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Income Taxes on Operations
|
|
|
|
|
|
|
||||||
Federal income taxes currently payable
|
|
$
|
49
|
|
|
$
|
72
|
|
|
$
|
89
|
|
Change in deferred federal income taxes
|
|
46
|
|
|
24
|
|
|
(21
|
)
|
|||
Total federal income taxes
|
|
$
|
95
|
|
|
$
|
96
|
|
|
$
|
68
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Income tax expense (benefit) on operations at statutory rate
|
|
$
|
84
|
|
|
$
|
(2
|
)
|
|
$
|
69
|
|
Goodwill impairment
|
|
—
|
|
|
101
|
|
|
—
|
|
|||
Manufacturing deduction
|
|
(3
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|||
Research tax credit
|
|
—
|
|
|
(4
|
)
|
|
(3
|
)
|
|||
Medicare Part D law change
|
|
—
|
|
|
—
|
|
|
7
|
|
|||
Wage credit
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
IRS settlement
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||
Tax Matters Agreement adjustment
|
|
8
|
|
|
(3
|
)
|
|
—
|
|
|||
Other, Net
|
|
6
|
|
|
8
|
|
|
4
|
|
|||
Total federal income taxes
|
|
$
|
95
|
|
|
$
|
96
|
|
|
$
|
68
|
|
|
|
December 31
|
||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Unrecognized tax benefits at beginning of the year
|
|
$
|
6
|
|
|
$
|
14
|
|
|
$
|
21
|
|
Additions based on tax positions related to the current year
|
|
7
|
|
|
2
|
|
|
—
|
|
|||
Additions based on tax positions of prior years
|
|
19
|
|
|
—
|
|
|
1
|
|
|||
Reductions based on tax positions of prior years
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements
|
|
(1
|
)
|
|
—
|
|
|
(8
|
)
|
|||
Spin-off
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||
Net change in unrecognized tax benefits
|
|
13
|
|
|
(8
|
)
|
|
(7
|
)
|
|||
Unrecognized tax benefits at end of the year
|
|
$
|
19
|
|
|
$
|
6
|
|
|
$
|
14
|
|
Jurisdiction
|
|
Years
|
||||
United States
|
|
2007
|
|
-
|
|
2012
|
California
|
|
2007
|
|
-
|
|
2012
|
Louisiana
|
|
2007
|
|
-
|
|
2012
|
Mississippi
|
|
2009
|
|
-
|
|
2012
|
Virginia
|
|
2006
|
|
-
|
|
2012
|
|
|
December 31
|
||||||
($ in millions)
|
|
2012
|
|
2011
|
||||
Deferred Tax Assets
|
|
|
|
|
||||
Retirement benefits
|
|
$
|
794
|
|
|
$
|
618
|
|
Workers' compensation
|
|
239
|
|
|
219
|
|
||
Contract accounting differences
|
|
26
|
|
|
31
|
|
||
Provisions for accrued liabilities
|
|
27
|
|
|
63
|
|
||
Stock-based compensation
|
|
18
|
|
|
15
|
|
||
Other
|
|
37
|
|
|
29
|
|
||
Gross deferred tax assets
|
|
1,141
|
|
|
975
|
|
||
Less valuation allowance
|
|
21
|
|
|
18
|
|
||
Net deferred tax assets
|
|
1,120
|
|
|
957
|
|
||
Deferred Tax Liabilities
|
|
|
|
|
||||
Depreciation and amortization
|
|
366
|
|
|
347
|
|
||
Purchased intangibles
|
|
212
|
|
|
219
|
|
||
Gross deferred tax liabilities
|
|
578
|
|
|
566
|
|
||
Total net deferred tax assets
|
|
$
|
542
|
|
|
$
|
391
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2012
|
|
2011
|
||||
Net current deferred tax assets
|
|
$
|
213
|
|
|
$
|
232
|
|
Net non-current deferred tax assets
|
|
329
|
|
|
159
|
|
||
Total net deferred tax assets
|
|
$
|
542
|
|
|
$
|
391
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2012
|
|
2011
|
||||
Term loan due March 30, 2016
|
|
$
|
525
|
|
|
$
|
554
|
|
Senior notes due March 15, 2018, 6.875%
|
|
600
|
|
|
600
|
|
||
Senior notes due March 15, 2021, 7.125%
|
|
600
|
|
|
600
|
|
||
Mississippi economic development revenue bonds due May 1, 2024, 7.81%
|
|
84
|
|
|
84
|
|
||
Gulf opportunity zone industrial development revenue bonds due December 1, 2028, 4.55%
|
|
21
|
|
|
21
|
|
||
Total long-term debt
|
|
1,830
|
|
|
1,859
|
|
||
Less current portion
|
|
51
|
|
|
29
|
|
||
Long-term debt, net of current portion
|
|
$
|
1,779
|
|
|
$
|
1,830
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
|
Year Ended December 31
|
|
Year Ended December 31
|
||||||||||||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
133
|
|
|
$
|
125
|
|
|
$
|
127
|
|
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
15
|
|
Interest cost
|
|
212
|
|
|
199
|
|
|
182
|
|
|
40
|
|
|
44
|
|
|
41
|
|
||||||
Expected return on plan assets
|
|
(267
|
)
|
|
(266
|
)
|
|
(232
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
|
12
|
|
|
12
|
|
|
13
|
|
|
(7
|
)
|
|
(7
|
)
|
|
(7
|
)
|
||||||
Amortization of net actuarial loss (gain)
|
|
77
|
|
|
33
|
|
|
38
|
|
|
13
|
|
|
12
|
|
|
10
|
|
||||||
Net periodic benefit cost
|
|
$
|
167
|
|
|
$
|
103
|
|
|
$
|
128
|
|
|
$
|
61
|
|
|
$
|
64
|
|
|
$
|
59
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
December 31
|
|
December 31
|
||||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
4,123
|
|
|
$
|
3,442
|
|
|
$
|
835
|
|
|
$
|
791
|
|
Service cost
|
|
133
|
|
|
125
|
|
|
15
|
|
|
15
|
|
||||
Interest cost
|
|
212
|
|
|
199
|
|
|
40
|
|
|
44
|
|
||||
Plan participants contributions
|
|
8
|
|
|
10
|
|
|
18
|
|
|
18
|
|
||||
Plan amendments
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
||||
Actuarial loss (gain)
|
|
728
|
|
|
489
|
|
|
118
|
|
|
16
|
|
||||
Benefits paid
|
|
(138
|
)
|
|
(123
|
)
|
|
(55
|
)
|
|
(50
|
)
|
||||
Transfers
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
|
(5
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||
Medicare Part D subsidy
|
|
—
|
|
|
—
|
|
|
5
|
|
|
1
|
|
||||
Benefit obligation at end of year
|
|
5,061
|
|
|
4,123
|
|
|
965
|
|
|
835
|
|
||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
3,238
|
|
|
3,183
|
|
|
1
|
|
|
1
|
|
||||
Gain on plan assets
|
|
396
|
|
|
182
|
|
|
—
|
|
|
1
|
|
||||
Employer contributions
|
|
239
|
|
|
3
|
|
|
31
|
|
|
30
|
|
||||
Plan participants' contributions
|
|
8
|
|
|
10
|
|
|
18
|
|
|
18
|
|
||||
Benefits paid
|
|
(138
|
)
|
|
(123
|
)
|
|
(55
|
)
|
|
(50
|
)
|
||||
Transfers
|
|
2
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
||||
Medicare Part D subsidy
|
|
—
|
|
|
—
|
|
|
5
|
|
|
1
|
|
||||
Fair value of plan assets at end of year
|
|
3,745
|
|
|
3,238
|
|
|
—
|
|
|
1
|
|
||||
Funded status
|
|
$
|
(1,316
|
)
|
|
$
|
(885
|
)
|
|
$
|
(965
|
)
|
|
$
|
(834
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts Recognized in the Consolidated Statements of Financial Position:
|
|
|
|
|
|
|
|
|
||||||||
Pension plan assets
|
|
$
|
—
|
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liability
(1)
|
|
(15
|
)
|
|
(13
|
)
|
|
(166
|
)
|
|
(172
|
)
|
||||
Non-current liability
(2)
|
|
(1,301
|
)
|
|
(936
|
)
|
|
(799
|
)
|
|
(662
|
)
|
||||
Accumulated other comprehensive loss (income) (pre-tax) related to:
|
|
|
|
|
|
|
|
|
||||||||
Prior service costs (credits)
|
|
75
|
|
|
87
|
|
|
(27
|
)
|
|
(23
|
)
|
||||
Net actuarial loss (gain)
|
|
1,694
|
|
|
1,179
|
|
|
286
|
|
|
180
|
|
(1)
|
Included in other current liabilities and current portion of postretirement plan liabilities, respectively.
|
(2)
|
Included in pension plan liabilities and other postretirement plan liabilities, respectively.
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
|
Year Ended December 31
|
|
Year Ended December 31
|
||||||||||||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Prior service cost (credit)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of prior service cost (credit)
|
|
12
|
|
|
12
|
|
|
13
|
|
|
(7
|
)
|
|
(7
|
)
|
|
(7
|
)
|
||||||
Net actuarial loss (gain)
|
|
(599
|
)
|
|
(573
|
)
|
|
(17
|
)
|
|
(118
|
)
|
|
(16
|
)
|
|
(27
|
)
|
||||||
Amortization of net actuarial loss (gain)
|
|
77
|
|
|
33
|
|
|
38
|
|
|
13
|
|
|
12
|
|
|
10
|
|
||||||
Other
|
|
7
|
|
|
1
|
|
|
(6
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Total changes in accumulated other comprehensive income (loss)
|
|
$
|
(503
|
)
|
|
$
|
(527
|
)
|
|
$
|
28
|
|
|
$
|
(102
|
)
|
|
$
|
(11
|
)
|
|
$
|
(24
|
)
|
($ in millions)
|
|
Pension Benefits
|
|
Other
Benefits
|
||||
Prior service cost (credit)
|
|
$
|
12
|
|
|
$
|
(8
|
)
|
Net loss
|
|
121
|
|
|
17
|
|
||
Total
|
|
$
|
133
|
|
|
$
|
9
|
|
|
|
Pension Benefits
|
|||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
|||
Assumptions Used to Determine Benefit Cost for the Year Ended December 31:
|
|
|
|
|
|
|
|||
Discount rate
|
|
5.23
|
%
|
|
5.84
|
%
|
|
6.04
|
%
|
Expected long-term rate on plan assets
|
|
8.00
|
%
|
|
8.50
|
%
|
|
8.50
|
%
|
Rate of compensation increase
|
|
3.64
|
%
|
|
3.43
|
%
|
|
3.51
|
%
|
|
|
Other Benefits
|
|||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
|||
Assumptions Used to Determine Benefit Cost for the Year Ended December 31:
|
|
|
|
|
|
|
|||
Discount rate
|
|
4.94
|
%
|
|
5.58
|
%
|
|
5.84
|
%
|
Initial health care cost trend rate assumed for next year
|
|
8.00
|
%
|
|
8.00
|
%
|
|
7.00
|
%
|
Gradually declining to a rate of
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year in which the rate reaches the ultimate rate
|
|
2018
|
|
|
2017
|
|
|
2014
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
|
December 31
|
|
December 31
|
||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Assumptions Used to Determine Benefit Obligations at December 31:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
4.24
|
%
|
|
5.23
|
%
|
|
4.04
|
%
|
|
4.94
|
%
|
Rate of compensation increase
|
|
3.66
|
%
|
|
3.64
|
%
|
|
|
|
|
||
Initial health care cost trend rate assumed for next year
|
|
|
|
|
|
7.67
|
%
|
|
8.00
|
%
|
||
Gradually declining to a rate of
|
|
|
|
|
|
5.00
|
%
|
|
5.00
|
%
|
||
Year in which the rate reaches the ultimate rate
|
|
|
|
|
|
2021
|
|
|
2018
|
|
|
|
1 Percentage Point
|
||||||
($ in millions)
|
|
Increase
|
|
Decrease
|
||||
Effect on postretirement benefit expense
|
|
$
|
3
|
|
|
$
|
(2
|
)
|
Effect on postretirement benefit obligations
|
|
42
|
|
|
(41
|
)
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Pension plans
|
|
|
|
|
|
|
||||||
Minimum
(1)
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Discretionary
|
|
|
|
|
|
|
||||||
Qualified
|
|
172
|
|
|
—
|
|
|
102
|
|
|||
Non-qualified
|
|
3
|
|
|
3
|
|
|
3
|
|
|||
Other benefit plans
|
|
31
|
|
|
33
|
|
|
33
|
|
|||
Total contributions
|
|
$
|
270
|
|
|
$
|
36
|
|
|
$
|
138
|
|
(1)
|
Qualified pension plans only.
|
|
|
|
|
Other Benefits
|
||||||||
($ in millions)
|
|
Pension Benefits
|
|
Benefit Payments
|
|
Subsidy Receipts
|
||||||
2013
|
|
$
|
147
|
|
|
$
|
41
|
|
|
$
|
3
|
|
2014
|
|
164
|
|
|
46
|
|
|
3
|
|
|||
2015
|
|
179
|
|
|
51
|
|
|
4
|
|
|||
2016
|
|
196
|
|
|
56
|
|
|
4
|
|
|||
2017
|
|
214
|
|
|
61
|
|
|
4
|
|
|||
Years 2018 to 2022
|
|
$
|
1,349
|
|
|
$
|
372
|
|
|
$
|
26
|
|
|
|
Range
|
||||
U.S. equities
|
|
27
|
|
-
|
|
40%
|
International equities
|
|
13
|
|
-
|
|
25%
|
Long bonds
|
|
25
|
|
-
|
|
50%
|
Alternative investments
|
|
5
|
|
-
|
|
15%
|
|
|
December 31, 2012
|
||||||||||||||
($ in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
|
||||||||
Equity
|
|
|
|
|
|
|
|
|
||||||||
U.S. equities
(1)
|
|
$
|
1,222
|
|
|
$
|
192
|
|
|
$
|
1,030
|
|
|
$
|
—
|
|
International equities
(1)
|
|
694
|
|
|
306
|
|
|
388
|
|
|
—
|
|
||||
Fixed Income
|
|
|
|
|
|
|
|
|
||||||||
U.S. government
|
|
368
|
|
|
—
|
|
|
368
|
|
|
—
|
|
||||
U.S. agency
|
|
186
|
|
|
—
|
|
|
186
|
|
|
—
|
|
||||
Non-U.S. government
|
|
57
|
|
|
—
|
|
|
57
|
|
|
—
|
|
||||
Investment grade
(2)
|
|
692
|
|
|
—
|
|
|
692
|
|
|
—
|
|
||||
Asset backed
|
|
74
|
|
|
—
|
|
|
74
|
|
|
—
|
|
||||
Non-investment grade
(3)
|
|
33
|
|
|
—
|
|
|
33
|
|
|
—
|
|
||||
Cash and cash equivalents
(4)
|
|
73
|
|
|
18
|
|
|
55
|
|
|
—
|
|
||||
Hedge funds
|
|
181
|
|
|
—
|
|
|
—
|
|
|
181
|
|
||||
Real estate fund
|
|
162
|
|
|
—
|
|
|
—
|
|
|
162
|
|
||||
Other
(5)
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total assets at fair value
|
|
$
|
3,745
|
|
|
$
|
516
|
|
|
$
|
2,886
|
|
|
$
|
343
|
|
(1)
|
U.S. and international equity securities include investments in small, medium and large capitalization stocks of public companies held in separately managed accounts or commingled trust funds.
|
(2)
|
Investment grade fixed income securities include corporate bonds rated Baa3/BBB- or higher by one or more rating agencies.
|
(3)
|
Non-investment grade fixed income securities include corporate bonds consistently rated below Baa3/BBB- by one or more rating agencies and a high yield commingled fund.
|
(4)
|
Cash and cash equivalents are highly liquid short-term investment funds and include net receivables and payables of the trust. These funds are available for immediate use to fund daily operations, execute investment policies, and serve as a temporary investment vehicle. The Company's plan asset allocation policy does not include cash.
|
(5)
|
Other investments include swaps, options, and insurance contracts.
|
|
|
December 31, 2011
|
||||||||||||||
($ in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
|
||||||||
Equity
|
|
|
|
|
|
|
|
|
||||||||
U.S. equities
(1)
|
|
$
|
884
|
|
|
$
|
884
|
|
|
$
|
—
|
|
|
$
|
—
|
|
International equities
(1)
|
|
503
|
|
|
—
|
|
|
503
|
|
|
—
|
|
||||
Fixed Income
|
|
|
|
|
|
|
|
|
||||||||
U.S. government
|
|
329
|
|
|
—
|
|
|
329
|
|
|
—
|
|
||||
U.S. agency
|
|
175
|
|
|
—
|
|
|
175
|
|
|
—
|
|
||||
Non-U.S. government
|
|
52
|
|
|
—
|
|
|
52
|
|
|
—
|
|
||||
Investment grade
(2)
|
|
711
|
|
|
—
|
|
|
711
|
|
|
—
|
|
||||
Asset backed
|
|
80
|
|
|
—
|
|
|
80
|
|
|
—
|
|
||||
Non-investment grade
(3)
|
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
Cash and cash equivalents
(4)
|
|
338
|
|
|
2
|
|
|
336
|
|
|
—
|
|
||||
Hedge funds
|
|
149
|
|
|
—
|
|
|
—
|
|
|
149
|
|
||||
Other
(5)
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Total assets at fair value
|
|
$
|
3,239
|
|
|
$
|
886
|
|
|
$
|
2,204
|
|
|
$
|
149
|
|
(1)
|
U.S. and international equity securities include investments in small, medium and large capitalization stocks of public companies held in separately managed accounts or commingled trust funds.
|
(2)
|
Investment grade fixed income securities include corporate bonds rated Baa3/BBB- or higher by one or more rating agencies.
|
(3)
|
Non-investment grade fixed income securities include corporate bonds consistently rated below Baa3/BBB- by one or more rating agencies and a high yield commingled fund.
|
(4)
|
Cash and cash equivalents are highly liquid short-term investment funds. These funds are available for immediate use to fund daily operations, execute investment policies, and serve as a temporary investment vehicle. The Company's plan asset allocation policy does not include cash.
|
(5)
|
Other investments include futures, swaps, options, and insurance contracts.
|
|
|
|
|
Return on plan assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
Attributable to Assets Held at December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Fair Value at December 31, 2011
|
|
|
Attributable to Assets Sold
|
|
|
|
|
|
Transfers
|
|
Fair Value at December 31, 2012
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Into
|
|
(Out) of
|
|
||||||||||||||||||||
($ in millions)
|
|
|
|
|
Purchases
|
|
Sales
|
|
Level 3
|
|
Level 3
|
|
||||||||||||||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Hedge funds
|
|
$
|
149
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
181
|
|
Real estate fund
|
|
—
|
|
|
12
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
||||||||
Total Level 3 fair value
|
|
$
|
149
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
170
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
343
|
|
|
|
|
|
Return on plan assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
Attributable to Assets Held at December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Fair Value at December 31, 2010
|
|
|
Attributable to Assets Sold
|
|
|
|
|
|
Transfers
|
|
|
|
Fair Value at December 31, 2011
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
Into
|
|
(Out) of
|
|
||||||||||||||||||||
($ in millions)
|
|
|
|
|
Purchases
|
|
Sales
|
|
Level 3
|
|
Level 3
|
|
||||||||||||||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Private equity
|
|
$
|
232
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
41
|
|
|
$
|
(281
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Hedge funds
|
|
181
|
|
|
(1
|
)
|
|
5
|
|
|
150
|
|
|
(186
|
)
|
|
—
|
|
|
—
|
|
|
149
|
|
||||||||
Non-investment grade
|
|
9
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Real estate fund
|
|
165
|
|
|
—
|
|
|
6
|
|
|
22
|
|
|
(193
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total Level 3 fair value
|
|
$
|
587
|
|
|
$
|
(1
|
)
|
|
$
|
18
|
|
|
$
|
213
|
|
|
$
|
(668
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
149
|
|
|
|
Shares Under
Option
(in thousands)
|
|
Weighted-
Average
Exercise Price
|
|
Weighted- Average
Remaining
Contractual Term
(in years)
|
|
Aggregate
Intrinsic
Value
($ in millions)
|
|||||
Outstanding at March 31, 2011
|
|
1,647
|
|
|
$
|
34.05
|
|
|
3.6 years
|
|
$
|
—
|
|
Exercised
|
|
(64
|
)
|
|
28.10
|
|
|
|
|
|
|||
Canceled and Forfeited
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at December 31, 2011
|
|
1,583
|
|
|
33.27
|
|
|
2.9 years
|
|
(3
|
)
|
||
Exercised
|
|
(405
|
)
|
|
33.04
|
|
|
|
|
|
|||
Canceled and Forfeited
|
|
(12
|
)
|
|
34.01
|
|
|
|
|
|
|||
Outstanding at December 31, 2012
|
|
1,166
|
|
|
$
|
34.67
|
|
|
2.6 years
|
|
$
|
12
|
|
Vested and expected to vest in the future at December 31, 2012
|
|
1,166
|
|
|
$
|
34.67
|
|
|
2.6 years
|
|
$
|
12
|
|
Exercisable at December 31, 2012
|
|
1,099
|
|
|
$
|
34.58
|
|
|
2.5 years
|
|
$
|
11
|
|
|
|
Stock Awards
(in thousands)
|
|
Weighted-Average
Grant Date Fair
Value
|
|
Weighted
Average
Remaining
Contractual Term
|
|||
Outstanding at March 31, 2011
|
|
1,237
|
|
|
$
|
31.89
|
|
|
1.3 years
|
Granted
|
|
1,213
|
|
|
41.38
|
|
|
|
|
Adjustment due to performance
|
|
483
|
|
|
35.91
|
|
|
|
|
Vested
|
|
(827
|
)
|
|
27.23
|
|
|
|
|
Forfeited
|
|
(16
|
)
|
|
39.67
|
|
|
|
|
Outstanding at December 31, 2011
|
|
2,090
|
|
|
39.69
|
|
|
1.8 years
|
|
Granted
|
|
581
|
|
|
36.04
|
|
|
|
|
Adjustment due to performance
|
|
164
|
|
|
37.25
|
|
|
|
|
Vested
|
|
(881
|
)
|
|
37.27
|
|
|
|
|
Forfeited
|
|
(53
|
)
|
|
40.01
|
|
|
|
|
Outstanding at December 31, 2012
|
|
1,901
|
|
|
$
|
39.92
|
|
|
1.4 years
|
|
|
Year Ended December 31, 2012
|
||||||||||||||
($ in millions, except per share amounts)
|
|
1st Qtr
(1)
|
|
2nd Qtr
(1)
|
|
3rd Qtr
(1)
|
|
4th Qtr
|
||||||||
Sales and service revenues
|
|
$
|
1,568
|
|
|
$
|
1,721
|
|
|
$
|
1,596
|
|
|
$
|
1,823
|
|
Operating income (loss)
|
|
80
|
|
|
106
|
|
|
66
|
|
|
106
|
|
||||
Earnings (loss) before income taxes
|
|
50
|
|
|
77
|
|
|
37
|
|
|
77
|
|
||||
Net earnings (loss)
|
|
33
|
|
|
50
|
|
|
13
|
|
|
50
|
|
||||
Dividends declared per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.10
|
|
Basic earnings (loss) per share
|
|
$
|
0.67
|
|
|
$
|
1.01
|
|
|
$
|
0.26
|
|
|
$
|
1.01
|
|
Diluted earnings (loss) per share
|
|
$
|
0.67
|
|
|
$
|
1.00
|
|
|
$
|
0.26
|
|
|
$
|
0.98
|
|
|
|
Year Ended December 31, 2011
|
||||||||||||||
($ in millions, except per share amounts)
|
|
1st Qtr
(2)
|
|
2nd Qtr
(2)
|
|
3rd Qtr
(2)(3)
|
|
4th Qtr
(2)(3)
|
||||||||
Sales and service revenues
|
|
$
|
1,684
|
|
|
$
|
1,563
|
|
|
$
|
1,593
|
|
|
$
|
1,735
|
|
Operating income (loss)
|
|
83
|
|
|
89
|
|
|
(193
|
)
|
|
121
|
|
||||
Earnings (loss) before income taxes
|
|
68
|
|
|
59
|
|
|
(223
|
)
|
|
92
|
|
||||
Net earnings (loss)
|
|
44
|
|
|
39
|
|
|
(250
|
)
|
|
67
|
|
||||
Basic earnings (loss) per share
|
|
$
|
0.90
|
|
|
$
|
0.80
|
|
|
$
|
(5.11
|
)
|
|
$
|
1.37
|
|
Diluted earnings (loss) per share
|
|
$
|
0.90
|
|
|
$
|
0.79
|
|
|
$
|
(5.11
|
)
|
|
$
|
1.35
|
|
(1)
|
The Company has not revised its 2012 quarterly condensed consolidated financial statements for the errors discussed in Note 2: Summary of Significant Accounting Policies based on management's conclusion that these errors are not material to those previously issued financial statements.
|
(2)
|
Reflects immaterial error corrections discussed in Note 2: Summary of Significant Accounting Policies.
|
(3)
|
In the third quarter of 2011, HII recorded a
$300 million
goodwill impairment charge, which was adjusted in the fourth quarter of 2011 to
$290 million
based on the final impairment analysis.
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||||
($ in millions)
|
|
Huntington Ingalls Industries, Inc.
|
|
Subsidiary Guarantors
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales and service revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product sales
|
|
$
|
—
|
|
|
$
|
5,755
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,755
|
|
Service revenues
|
|
—
|
|
|
953
|
|
|
19
|
|
|
(19
|
)
|
|
953
|
|
|||||
Total sales and service revenues
|
|
—
|
|
|
6,708
|
|
|
19
|
|
|
(19
|
)
|
|
6,708
|
|
|||||
Cost of sales and service revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of product sales
|
|
—
|
|
|
4,827
|
|
|
—
|
|
|
—
|
|
|
4,827
|
|
|||||
Cost of service revenues
|
|
—
|
|
|
802
|
|
|
19
|
|
|
(19
|
)
|
|
802
|
|
|||||
Income (loss) from operating investments, net
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
General and administrative expenses
|
|
—
|
|
|
739
|
|
|
—
|
|
|
—
|
|
|
739
|
|
|||||
Operating income (loss)
|
|
—
|
|
|
358
|
|
|
—
|
|
|
—
|
|
|
358
|
|
|||||
Interest expense
|
|
(111
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|||||
Other income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity in earnings (loss) of subsidiaries
|
|
213
|
|
|
—
|
|
|
—
|
|
|
(213
|
)
|
|
—
|
|
|||||
Earnings (loss) before income taxes
|
|
102
|
|
|
352
|
|
|
—
|
|
|
(213
|
)
|
|
241
|
|
|||||
Federal income taxes
|
|
(44
|
)
|
|
139
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|||||
Net earnings (loss)
|
|
$
|
146
|
|
|
$
|
213
|
|
|
$
|
—
|
|
|
$
|
(213
|
)
|
|
$
|
146
|
|
Other comprehensive income (loss), net of tax
|
|
(364
|
)
|
|
(364
|
)
|
|
—
|
|
|
364
|
|
|
(364
|
)
|
|||||
Comprehensive income (loss)
|
|
$
|
(218
|
)
|
|
$
|
(151
|
)
|
|
$
|
—
|
|
|
$
|
151
|
|
|
$
|
(218
|
)
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||||
($ in millions)
|
|
Huntington Ingalls Industries, Inc.
|
|
Subsidiary Guarantors
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales and service revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product sales
|
|
$
|
—
|
|
|
$
|
5,676
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,676
|
|
Service revenues
|
|
—
|
|
|
899
|
|
|
—
|
|
|
—
|
|
|
899
|
|
|||||
Total sales and service revenues
|
|
—
|
|
|
6,575
|
|
|
—
|
|
|
—
|
|
|
6,575
|
|
|||||
Cost of sales and service revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of product sales
|
|
—
|
|
|
4,794
|
|
|
—
|
|
|
—
|
|
|
4,794
|
|
|||||
Cost of service revenues
|
|
—
|
|
|
777
|
|
|
—
|
|
|
—
|
|
|
777
|
|
|||||
Income (loss) from operating investments, net
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||
General and administrative expenses
|
|
—
|
|
|
634
|
|
|
—
|
|
|
—
|
|
|
634
|
|
|||||
Goodwill impairment
|
|
—
|
|
|
290
|
|
|
—
|
|
|
—
|
|
|
290
|
|
|||||
Operating income (loss)
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|||||
Interest expense
|
|
(89
|
)
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|||||
Equity in earnings (loss) of subsidiaries
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|||||
Earnings (loss) before income taxes
|
|
(131
|
)
|
|
85
|
|
|
—
|
|
|
42
|
|
|
(4
|
)
|
|||||
Federal income taxes
|
|
(31
|
)
|
|
127
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|||||
Net earnings (loss)
|
|
$
|
(100
|
)
|
|
$
|
(42
|
)
|
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
(100
|
)
|
Other comprehensive income (loss), net of tax
|
|
(330
|
)
|
|
(330
|
)
|
|
—
|
|
|
330
|
|
|
(330
|
)
|
|||||
Comprehensive income (loss)
|
|
$
|
(430
|
)
|
|
$
|
(372
|
)
|
|
$
|
—
|
|
|
$
|
372
|
|
|
$
|
(430
|
)
|
|
|
December 31, 2012
|
||||||||||||||||||
($ in millions)
|
|
Huntington Ingalls Industries, Inc.
|
|
Subsidiary Guarantors
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
1,056
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1,057
|
|
Accounts receivable, net
|
|
—
|
|
|
905
|
|
|
—
|
|
|
—
|
|
|
905
|
|
|||||
Inventoried costs, net
|
|
—
|
|
|
288
|
|
|
—
|
|
|
—
|
|
|
288
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
213
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|||||
Prepaid expenses and other current assets
|
|
—
|
|
|
22
|
|
|
4
|
|
|
(5
|
)
|
|
21
|
|
|||||
Total current assets
|
|
1,056
|
|
|
1,428
|
|
|
5
|
|
|
(5
|
)
|
|
2,484
|
|
|||||
Property, plant, and equipment, net
|
|
—
|
|
|
2,034
|
|
|
—
|
|
|
—
|
|
|
2,034
|
|
|||||
Other Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
—
|
|
|
881
|
|
|
—
|
|
|
—
|
|
|
881
|
|
|||||
Other purchased intangibles, net of accumulated amortization
|
|
—
|
|
|
548
|
|
|
—
|
|
|
—
|
|
|
548
|
|
|||||
Debt issuance costs
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Miscellaneous other assets
|
|
—
|
|
|
406
|
|
|
—
|
|
|
—
|
|
|
406
|
|
|||||
Investment in subsidiaries
|
|
2,282
|
|
|
—
|
|
|
—
|
|
|
(2,282
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
|
—
|
|
|
960
|
|
|
—
|
|
|
(960
|
)
|
|
—
|
|
|||||
Total other assets
|
|
2,321
|
|
|
2,795
|
|
|
—
|
|
|
(3,242
|
)
|
|
1,874
|
|
|||||
Total assets
|
|
$
|
3,377
|
|
|
$
|
6,257
|
|
|
$
|
5
|
|
|
$
|
(3,247
|
)
|
|
$
|
6,392
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
|
$
|
—
|
|
|
$
|
377
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
377
|
|
Current portion of long-term debt
|
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|||||
Current portion of workers’ compensation liabilities
|
|
—
|
|
|
216
|
|
|
—
|
|
|
—
|
|
|
216
|
|
|||||
Current portion of postretirement plan liabilities
|
|
—
|
|
|
166
|
|
|
—
|
|
|
—
|
|
|
166
|
|
|||||
Accrued employees’ compensation
|
|
—
|
|
|
235
|
|
|
—
|
|
|
—
|
|
|
235
|
|
|||||
Advance payments and billings in excess of revenues
|
|
—
|
|
|
134
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|||||
Other current liabilities
|
|
25
|
|
|
180
|
|
|
5
|
|
|
(5
|
)
|
|
205
|
|
|||||
Total current liabilities
|
|
76
|
|
|
1,308
|
|
|
5
|
|
|
(5
|
)
|
|
1,384
|
|
|||||
Long-term debt
|
|
1,674
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
1,779
|
|
|||||
Other postretirement plan liabilities
|
|
—
|
|
|
799
|
|
|
—
|
|
|
—
|
|
|
799
|
|
|||||
Pension plan liabilities
|
|
—
|
|
|
1,301
|
|
|
—
|
|
|
—
|
|
|
1,301
|
|
|||||
Workers’ compensation liabilities
|
|
—
|
|
|
403
|
|
|
—
|
|
|
—
|
|
|
403
|
|
|||||
Other long-term liabilities
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|||||
Intercompany liabilities
|
|
960
|
|
|
—
|
|
|
—
|
|
|
(960
|
)
|
|
—
|
|
|||||
Total liabilities
|
|
2,710
|
|
|
3,975
|
|
|
5
|
|
|
(965
|
)
|
|
5,725
|
|
|||||
Stockholders’ equity
|
|
667
|
|
|
2,282
|
|
|
—
|
|
|
(2,282
|
)
|
|
667
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
3,377
|
|
|
$
|
6,257
|
|
|
$
|
5
|
|
|
$
|
(3,247
|
)
|
|
$
|
6,392
|
|
|
|
December 31, 2011
|
||||||||||||||||||
($ in millions)
|
|
Huntington Ingalls Industries, Inc.
|
|
Subsidiary Guarantors
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
915
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
915
|
|
Accounts receivable, net
|
|
—
|
|
|
711
|
|
|
—
|
|
|
—
|
|
|
711
|
|
|||||
Inventoried costs, net
|
|
—
|
|
|
380
|
|
|
—
|
|
|
—
|
|
|
380
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
232
|
|
|
—
|
|
|
—
|
|
|
232
|
|
|||||
Prepaid expenses and other current assets
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|||||
Total current assets
|
|
915
|
|
|
1,353
|
|
|
—
|
|
|
—
|
|
|
2,268
|
|
|||||
Property, plant, and equipment, net
|
|
—
|
|
|
2,033
|
|
|
—
|
|
|
—
|
|
|
2,033
|
|
|||||
Other Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
—
|
|
|
881
|
|
|
—
|
|
|
—
|
|
|
881
|
|
|||||
Other purchased intangibles, net of accumulated amortization
|
|
—
|
|
|
567
|
|
|
—
|
|
|
—
|
|
|
567
|
|
|||||
Pension plan assets
|
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|||||
Debt issuance costs
|
|
48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|||||
Miscellaneous other assets
|
|
—
|
|
|
208
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|||||
Investment in subsidiaries
|
|
2,345
|
|
|
—
|
|
|
—
|
|
|
(2,345
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
|
—
|
|
|
669
|
|
|
—
|
|
|
(669
|
)
|
|
—
|
|
|||||
Total other assets
|
|
2,393
|
|
|
2,389
|
|
|
—
|
|
|
(3,014
|
)
|
|
1,768
|
|
|||||
Total assets
|
|
$
|
3,308
|
|
|
$
|
5,775
|
|
|
$
|
—
|
|
|
$
|
(3,014
|
)
|
|
$
|
6,069
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
|
$
|
—
|
|
|
$
|
380
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
380
|
|
Current portion of long-term debt
|
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||
Current portion of workers’ compensation liabilities
|
|
—
|
|
|
201
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|||||
Current portion of postretirement plan liabilities
|
|
—
|
|
|
172
|
|
|
—
|
|
|
—
|
|
|
172
|
|
|||||
Accrued employees’ compensation
|
|
—
|
|
|
221
|
|
|
—
|
|
|
—
|
|
|
221
|
|
|||||
Advance payments and billings in excess of revenues
|
|
—
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|||||
Other current liabilities
|
|
26
|
|
|
242
|
|
|
—
|
|
|
—
|
|
|
268
|
|
|||||
Total current liabilities
|
|
55
|
|
|
1,317
|
|
|
—
|
|
|
—
|
|
|
1,372
|
|
|||||
Long-term debt
|
|
1,725
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
1,830
|
|
|||||
Other postretirement plan liabilities
|
|
—
|
|
|
662
|
|
|
—
|
|
|
—
|
|
|
662
|
|
|||||
Pension plan liabilities
|
|
—
|
|
|
936
|
|
|
—
|
|
|
—
|
|
|
936
|
|
|||||
Workers’ compensation liabilities
|
|
—
|
|
|
361
|
|
|
—
|
|
|
—
|
|
|
361
|
|
|||||
Other long-term liabilities
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|||||
Intercompany liabilities
|
|
669
|
|
|
—
|
|
|
—
|
|
|
(669
|
)
|
|
—
|
|
|||||
Total liabilities
|
|
2,449
|
|
|
3,430
|
|
|
—
|
|
|
(669
|
)
|
|
5,210
|
|
|||||
Stockholders’ equity
|
|
859
|
|
|
2,345
|
|
|
—
|
|
|
(2,345
|
)
|
|
859
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
3,308
|
|
|
$
|
5,775
|
|
|
$
|
—
|
|
|
$
|
(3,014
|
)
|
|
$
|
6,069
|
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||||
($ in millions)
|
|
Huntington Ingalls Industries, Inc.
|
|
Subsidiary Guarantors
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(62
|
)
|
|
$
|
393
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
332
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant, and equipment
|
|
—
|
|
|
(162
|
)
|
|
—
|
|
|
—
|
|
|
(162
|
)
|
|||||
Net cash provided by (used in) investing activities
|
|
—
|
|
|
(162
|
)
|
|
—
|
|
|
—
|
|
|
(162
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of long-term debt
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|||||
Repurchases of common stock
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Dividends paid
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Proceeds from stock option exercises
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Cash sweep/funding by parent
|
|
231
|
|
|
(231
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
203
|
|
|
(231
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|||||
Change in cash and cash equivalents
|
|
141
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
142
|
|
|||||
Cash and cash equivalents, beginning of period
|
|
915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
915
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
1,056
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1,057
|
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||||
($ in millions)
|
|
Huntington Ingalls Industries, Inc.
|
|
Subsidiary Guarantors
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(47
|
)
|
|
$
|
575
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
528
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant, and equipment
|
|
—
|
|
|
(197
|
)
|
|
—
|
|
|
—
|
|
|
(197
|
)
|
|||||
Net cash provided by (used in) investing activities
|
|
—
|
|
|
(197
|
)
|
|
—
|
|
|
—
|
|
|
(197
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of long-term debt
|
|
1,775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,775
|
|
|||||
Repayment of long-term debt
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|||||
Debt issuance costs
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|||||
Repayment of notes payable to former parent and accrued interest
|
|
—
|
|
|
(954
|
)
|
|
—
|
|
|
—
|
|
|
(954
|
)
|
|||||
Dividend to former parent in connection with spin-off
|
|
(1,429
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,429
|
)
|
|||||
Proceeds from stock option exercises
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Net transfers from (to) former parent
|
|
—
|
|
|
1,266
|
|
|
—
|
|
|
—
|
|
|
1,266
|
|
|||||
Cash sweep/funding by parent
|
|
690
|
|
|
(690
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
962
|
|
|
(378
|
)
|
|
—
|
|
|
—
|
|
|
584
|
|
|||||
Change in cash and cash equivalents
|
|
915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
915
|
|
|||||
Cash and cash equivalents, beginning of period
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
915
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
915
|
|
|
|
|
|
|
/s/ C. Michael Petters
|
|
|
|
/s/ Barbara A. Niland
|
C. Michael Petters
|
|
|
|
Barbara A. Niland
|
President and Chief Executive Officer
|
|
|
|
Corporate Vice President, Business Management and Chief Financial Officer
|
Equity Compensation Plan Information
|
|||||||||
Plan category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(1)
|
|
Weighted-Average Exercise Price of Outstanding Options,
Warrants and Rights
(2)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities
Reflected in Column (a))
|
|||
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved by security holders
|
|
3,946,111
|
|
|
$34.67
|
|
3,608,527
|
|
|
Equity compensation plans not approved by security holders
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
3,946,111
|
|
|
$34.67
|
|
3,608,527
|
|
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Balance at Beginning of Period
|
|
(Benefits)/Charges to Income
|
|
Other
|
|
Balance at End of Period
|
||||||||
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
||||||||
Valuation allowance for deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
||||||||
Valuation allowance for deferred tax assets
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Valuation allowance for deferred tax assets
|
|
$
|
18
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
21
|
|
2.1
|
|
|
Separation and Distribution Agreement, dated as of March 29, 2011, among Titan II Inc. (formerly Northrop Grumman Corporation), Northrop Grumman Corporation (formerly New P, Inc.), Huntington Ingalls Industries, Inc., Northrop Grumman Shipbuilding, Inc. and Northrop Grumman Systems Corporation (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 4, 2011).
|
|
|
|
|
3.1
|
|
|
Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 4, 2011).
|
|
|
|
|
3.2
|
|
|
Bylaws of Huntington Ingalls Industries, Inc. (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed on November 8, 2012).
|
|
|
|
|
4.1
|
|
|
Indenture, dated as of March 11, 2011, between Huntington Ingalls Industries, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Amendment No. 8 to Registration Statement on Form 10 filed on March 15, 2011).
|
|
|
|
|
4.2
|
|
|
Supplemental Indenture, dated as of March 30, 2011, among Huntington Ingalls Industries, Inc., the Guarantors party thereto and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-4 filed on December 15, 2011).
|
|
|
|
10.1
|
|
|
Credit Agreement, dated as of March 11, 2011, among Huntington Ingalls Industries, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, issuing bank and swingline lender, and Credit Suisse AG, as swingline lender (incorporated by reference to Exhibit 10.27 to the Company's Amendment No. 9 to Registration Statement on Form 10 filed on March 16, 2011).
|
|
|
|
|
10.2
|
|
|
Form of Indemnification Agreement and Schedule of directors and officers who have entered into such agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 8, 2012).
|
|
|
|
|
10.3
|
|
|
Employee Matters Agreement, dated as of March 29, 2011, among Titan II Inc. (formerly Northrop Grumman Corporation), Northrop Grumman Corporation (formerly New P, Inc.) and Huntington Ingalls Industries, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 4, 2011).
|
|
|
|
|
10.4
|
|
|
Insurance Matters Agreement, dated as of March 29, 2011, among Titan II Inc. (formerly Northrop Grumman Corporation), Northrop Grumman Corporation (formerly New P, Inc.) and Huntington Ingalls Industries, Inc. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 4, 2011).
|
|
|
|
|
10.5
|
|
|
Intellectual Property License Agreement, dated as of March 29, 2011, between Northrop Grumman Systems Corporation and Northrop Grumman Shipbuilding, Inc. (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on April 4, 2011).
|
|
|
|
|
10.6
|
|
|
Tax Matters Agreement, dated as of March 29, 2011, among Northrop Grumman Corporation (formerly New P, Inc.), Huntington Ingalls Industries, Inc. and Titan II Inc. (formerly Northrop Grumman Corporation) (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on April 4, 2011).
|
|
|
|
|
10.7
|
|
|
Transition Services Agreement, dated as of March 29, 2011, among Northrop Grumman Systems Corporation, Northrop Grumman Shipbuilding, Inc., Northrop Grumman Corporation (formerly New P, Inc.) and Huntington Ingalls Industries, Inc. (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on April 4, 2011).
|
|
|
|
|
10.8
|
|
|
Loan Agreement, dated as of May 1, 1999, between Ingalls Shipbuilding, Inc. and the Mississippi Business Finance Corporation relating to the Economic Development Revenue Bonds (Ingalls Shipbuilding, Inc. Project) Taxable Series 1999A due 2024 (incorporated by reference to Exhibit 10.6 to the Company's Amendment No. 1 to Registration Statement on Form 10 filed on November 24, 2010).
|
|
|
|
|
10.9
|
|
|
Indenture of Trust, dated as of May 1, 1999, between the Mississippi Business Finance Corporation and the First National Bank of Chicago, as Trustee, relating to the Economic Development Revenue Bonds (Ingalls Shipbuilding, Inc. Project) Taxable Series 1999A due 2024 (incorporated by reference to Exhibit 10.7 to the Company's Amendment No. 1 to Registration Statement on Form 10 filed on November 24, 2010).
|
|
|
|
|
10.10
|
|
|
Loan Agreement, dated as of December 1, 2006, between Northrop Grumman Ship Systems, Inc. and the Mississippi Business Finance Corporation relating to the Gulf Opportunity Zone Industrial Development Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project), Series 2006 due 2028 (incorporated by reference to Exhibit 10.8 to the Company's Amendment No. 1 to Registration Statement on Form 10 filed on November 24, 2010).
|
|
|
|
|
10.11
|
|
|
Trust Indenture, dated as of December 1, 2006, between the Mississippi Business Finance Corporation and The Bank of New York Trust Company, N.A., as Trustee, relating to the Gulf Opportunity Zone Industrial Development Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project), Series 2006 due 2028 (incorporated by reference to Exhibit 10.9 to the Company's Amendment No. 1 to Registration Statement on Form 10 filed on November 24, 2010).
|
|
|
|
|
10.12
|
|
|
Guaranty Agreement, dated as of May 1, 1999, between Litton Industries, Inc. and The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 10.10 to the Company's Amendment No. 2 to Registration Statement on Form 10 filed on December 21, 2010).
|
|
|
|
|
10.13
|
|
|
Assumption of Guaranty of Litton Industries, Inc., dated as of January 1, 2003, by Northrop Grumman Systems Corporation (incorporated by reference to Exhibit 10.11 to the Company's Amendment No. 2 to Registration Statement on Form 10 filed on December 21, 2010).
|
|
|
|
|
10.14
|
|
|
Guaranty Agreement, dated as of December 1, 2006, between Northrop Grumman Corporation and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 10.12 to the Company's Amendment No. 2 to Registration Statement on Form 10 filed on December 21, 2010).
|
|
|
|
|
10.15
|
|
|
Performance and Indemnity Agreement, dated as of March 30, 2011, between Huntington Ingalls Industries, Inc. and Titan II Inc. (formerly Northrop Grumman Corporation) relating to the Gulf Opportunity Zone Industrial Development Revenue Bonds (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2011).
|
|
|
|
|
10.16
|
|
|
Performance and Indemnity Agreement, dated as of March 30, 2011, between Huntington Ingalls Industries, Inc. and Titan II Inc. (formerly Northrop Grumman Corporation) relating to certain performance guarantees associated with certain U.S. Navy shipbuilding contracts (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2011).
|
|
|
|
|
10.17
|
|
|
Ingalls Guaranty Performance, Indemnity and Termination Agreement, dated as of March 29, 2011, among Huntington Ingalls Industries, Inc., Northrop Grumman Systems Corporation and Northrop Grumman Shipbuilding, Inc. (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2011).
|
|
|
|
|
10.18*
|
|
|
Huntington Ingalls Industries Supplemental Plan 2 (incorporated by reference to Exhibit 10.16 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).
|
|
|
|
|
10.19*
|
|
|
Huntington Ingalls Industries ERISA Supplemental Plan (incorporated by reference to Exhibit 10.17 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).
|
|
|
|
|
10.20*
|
|
|
Severance Plan for Elected and Appointed Officers of Huntington Ingalls Industries (incorporated by reference to Exhibit 10.18 to the Company's Quarterly Report on Form 10-Q filed on May 9, 2012).
|
|
|
|
|
10.21*
|
|
|
First Amendment to Severance Plan for Elected and Appointed Officers of Huntington Ingalls Industries As Amended and Restated (effective March 31, 2012) (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 8, 2012).
|
|
|
|
|
10.22*
|
|
|
Huntington Ingalls Industries Deferred Compensation Plan (incorporated by reference to Exhibit 10.19 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).
|
|
|
|
|
10.23*
|
|
|
Huntington Ingalls Industries Savings Excess Plan (incorporated by reference to Exhibit 10.20 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).
|
|
|
|
|
10.24*
|
|
|
Huntington Ingalls Industries Officers Retirement Account Contribution Plan (incorporated by reference to Exhibit 10.21 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).
|
|
|
|
|
10.25*
|
|
|
HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan (incorporated by reference to Exhibit 10.22 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).
|
|
|
|
|
10.26*
|
|
|
Huntington Ingalls Industries Electronic Systems Executive Pension Plan (incorporated by reference to Exhibit 10.23 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).
|
|
|
|
|
10.27*
|
|
|
Huntington Ingalls Industries, Inc. Special Officer Retiree Medical Plan (incorporated by reference to Exhibit 10.24 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).
|
|
|
|
10.28*
|
|
|
Huntington Ingalls Industries, Inc. 2011 Long-Term Incentive Stock Plan (incorporated by reference to Exhibit 10.25 to the Company's Amendment No. 8 to Registration Statement on Form 10 filed on March 15, 2011).
|
|
|
|
|
10.29*
|
|
|
The 2011 Incentive Compensation Plan of Huntington Ingalls Industries, Inc. (incorporated by reference to Exhibit 10.26 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).
|
|
|
|
|
10.30*
|
|
|
Form of Award Certificate applicable to Non-Employee Director Stock Units Granted Under the 2011 and 2012 Long-Term Incentive Stock Plans.
|
|
|
|
|
10.31*
|
|
|
Form of Award Certificate applicable to Restricted Performance Stock Rights Granted Under the 2011 and 2012 Long-Term Incentive Stock Plans.
|
|
|
|
|
10.32*
|
|
|
Form of Award Certificate applicable to Restricted Stock Rights Granted Under the 2011 and 2012 Long-Term Incentive Stock Plans.
|
|
|
|
|
10.33*
|
|
|
Form of Award Certificate applicable to Stock Options Granted Under the 2011 and 2012 Long-Term Incentive Stock Plans.
|
|
|
|
|
10.34*
|
|
|
Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan (incorporated by reference to Annex A to the Proxy Statement filed on April 3, 2012).
|
|
|
|
|
10.35*
|
|
|
Performance-based Compensation Policy of Huntington Ingalls Industries, Inc (incorporated by reference to Annex B to the Proxy Statement filed on April 3, 2012).
|
|
|
|
|
11
|
|
|
Computation of Per Share Earnings (provided in Note 5 of the Notes to Consolidated Financial Statements under the caption “Earnings Per Share”).
|
|
|
|
|
12.1
|
|
|
Ratio of Earnings to Fixed Charges.
|
|
|
|
|
21.1
|
|
|
List of subsidiaries of Huntington Ingalls Industries, Inc.
|
|
|
|
|
23.1
|
|
|
Consent of Deloitte & Touche LLP.
|
|
|
|
|
31.1
|
|
|
Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
31.2
|
|
|
Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.1
|
|
|
Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.2
|
|
|
Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101
|
|
|
The following financial information for the company, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations and Comprehensive Income, (ii) the Condensed Consolidated Statements of Financial Position, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Changes in Shareholders’ Equity, and (v) the Notes to Condensed Consolidated Financial Statements.
|
Huntington Ingalls Industries, Inc.
|
|
|
|
|
|
||||
/s/ C. Michael Petters
|
|
|
|
|
C. Michael Petters
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
|
||||
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ C. Michael Petters
|
|
President, Chief Executive Officer and Director
|
|
|
C. Michael Petters
|
|
(Principal Executive Officer)
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Barbara A. Niland
|
|
Corporate Vice President, Business
|
|
|
Barbara A. Niland
|
|
Management and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Douglass L. Fontaine II
|
|
Corporate Vice President, Controller
|
|
|
Douglass L. Fontaine II
|
|
and Chief Accounting Officer
|
|
|
|
|
(Principal Accounting Officer)
|
|
February 27, 2013
|
/s/ Thomas B. Fargo
|
|
|
|
|
Thomas B. Fargo
|
|
Chairman
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Robert F. Bruner
|
|
|
|
|
Robert F. Bruner
|
|
Director
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Artur G. Davis
|
|
|
|
|
Artur G. Davis
|
|
Director
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Victoria D. Harker
|
|
|
|
|
Victoria D. Harker
|
|
Director
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Anastasia D. Kelly
|
|
|
|
|
Anastasia D. Kelly
|
|
Director
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Paul D. Miller
|
|
|
|
|
Paul D. Miller
|
|
Director
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Thomas C. Schievelbein
|
|
|
|
|
Thomas C. Schievelbein
|
|
Director
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Karl M. von der Heyden
|
|
|
|
|
Karl M. von der Heyden
|
|
Director
|
|
February 27, 2013
|
1.
|
Vested Status; Payment of Stock Units
.
|
2.
|
Non-Transferability and Other Restrictions
.
|
3.
|
Compliance with Laws; No Stockholder Rights Prior to Issuance; Dividend Rights
.
|
4.
|
Adjustments
.
|
5.
|
Tax Matters
.
|
6.
|
Board Authority
.
|
7.
|
Plan; Amendment
.
|
8.
|
Definitions
.
|
2.
|
Early Termination of Award; Termination of Employment
.
|
4.
|
Compliance with Laws; No Stockholder Rights Prior to Issuance; Dividend Equivalent Rights
.
|
1.
|
Vesting; Issuance of Shares
.
|
2.
|
Early Termination of Award; Termination of Employment
.
|
3.
|
Non-Transferability and Other Restrictions
.
|
4.
|
Compliance with Laws; No Stockholder Rights Prior to Issuance; Dividend Equivalent Rights
.
|
5.
|
Adjustments; Change in Control
.
|
(a)
|
if the Grantee is covered by a Change in Control Severance Arrangement at the time of the termination, if the termination of employment constitutes a “Qualifying Termination” (as such term, or any similar successor term, is defined in such Change in Control Severance Arrangement) that triggers the Grantee’s right to severance benefits under such Change in Control Severance Arrangement.
|
(b)
|
if the Grantee is not covered by a Change in Control Severance Arrangement at the time of the termination and if the termination occurs either within the Protected Period corresponding to a Change in Control of the Company or within twenty-four (24) calendar months following the date of a Change in Control of the Company, the Grantee’s employment by the Company and its subsidiaries is involuntarily terminated by the Company and its subsidiaries for reasons other than Cause or by the Grantee for Good Reason.
|
6.
|
Tax Matters
.
|
7.
|
Committee Authority
.
|
8.
|
Plan; Amendment
.
|
9.
|
Required Holding Period
.
|
|
|
Year Ended December 31
|
||||||||||||||||||
($ in millions)
|
|
2012
|
|
2011
(2)(4)
|
|
2010
(4)
|
|
2009
(4)
|
|
2008
(1)(4)
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from continuing operations before income taxes
|
|
$
|
241
|
|
|
$
|
(4
|
)
|
|
$
|
199
|
|
|
$
|
168
|
|
|
$
|
(2,372
|
)
|
Amortization of Capitalized Interest
|
|
2
|
|
|
3
|
|
|
4
|
|
|
3
|
|
|
3
|
|
|||||
Interest Capitalized
|
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|
(4
|
)
|
|||||
Net adjustment for earnings from affiliates
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed and capitalized, including amortization of debt issuance
|
|
119
|
|
|
106
|
|
|
43
|
|
|
44
|
|
|
44
|
|
|||||
Portion of rental expenses on operating leases deemed to be representative of the interest factor
(3)
|
|
15
|
|
|
15
|
|
|
15
|
|
|
16
|
|
|
14
|
|
|||||
Total Earnings
|
|
$
|
377
|
|
|
$
|
118
|
|
|
$
|
258
|
|
|
$
|
223
|
|
|
$
|
(2,315
|
)
|
Fixed Charges:
|
|
$
|
134
|
|
|
$
|
121
|
|
|
$
|
58
|
|
|
$
|
60
|
|
|
$
|
58
|
|
Ratio of earnings to fixed charges
|
|
2.8
|
|
|
1.0
|
|
|
4.4
|
|
|
3.7
|
|
|
—
|
|
Name of Subsidiary
|
|
Jurisdiction of Organization
|
|
Ownership Percentage
|
Titan II Inc.
|
|
Delaware
|
|
100%
|
AMSEC LLC
|
|
Delaware
|
|
100%
|
Continental Maritime of San Diego, Inc.
|
|
California
|
|
100%
|
Fleet Services Holding Corp.
|
|
Delaware
|
|
100%
|
Huntington Ingalls Incorporated
|
|
Virginia
|
|
100%
|
Huntington Ingalls Industries International Shipbuilding, Inc.
|
|
Nevada
|
|
100%
|
Ingalls Shipbuilding, Inc.
|
|
Delaware
|
|
100%
|
Newport News Energy Company
|
|
Virginia
|
|
100%
|
Newport News Industrial Corporation
|
|
Virginia
|
|
100%
|
Newport News Nuclear Inc.
|
|
Virginia
|
|
100%
|
Newport News Reactor Services, Inc.
|
|
Virginia
|
|
100%
|
Newport News Shipbuilding and Dry Dock Company
|
|
Delaware
|
|
100%
|
Avondale Industries, Inc.
|
|
Delaware
|
|
100%
|
1.
|
I have reviewed this Annual Report on Form 10-K of Huntington Ingalls Industries, Inc.;
|
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)) for the registrant and 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 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 (the registrant's fourth fiscal quarter in the case of an annual report) 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 (or persons performing the equivalent functions):
|
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/ C. Michael Petters
|
|
C. Michael Petters
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Huntington Ingalls Industries, Inc.;
|
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)) for the registrant and 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 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 (the registrant's fourth fiscal quarter in the case of an annual report) 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 (or persons performing the equivalent functions):
|
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/ Barbara A. Niland
|
|
Barbara A. Niland
|
|
Corporate Vice President, Business Management 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, as amended; 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/ C. Michael Petters
|
|
C. Michael Petters
|
|
President 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, as amended; 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/ Barbara A. Niland
|
|
Barbara A. Niland
|
|
Corporate Vice President, Business Management and Chief Financial Officer
|