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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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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•
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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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Increasing our vulnerability to adverse economic or industry conditions;
|
•
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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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•
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Consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
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•
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Incur liens.
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Name
|
|
Age
|
|
Position(s)
|
C. Michael Petters
|
|
55
|
|
President and Chief Executive Officer
|
Brian J. Cuccias
|
|
58
|
|
Corporate Vice President and President, Ingalls Shipbuilding
|
Jerri F. Dickseski
|
|
52
|
|
Corporate Vice President, Communications
|
William R. Ermatinger
|
|
51
|
|
Corporate Vice President and Chief Human Resources Officer
|
Douglass L. Fontaine II
|
|
53
|
|
Corporate Vice President, Controller and Chief Accounting Officer
|
Bruce N. Hawthorne
|
|
65
|
|
Corporate Vice President and Chief Legal Officer
|
Christopher D. Kastner
|
|
51
|
|
Corporate Vice President and General Manager, Corporate Development
|
Matthew J. Mulherin
|
|
55
|
|
Corporate Vice President and President, Newport News Shipbuilding
|
Barbara A. Niland
|
|
56
|
|
Corporate Vice President, Business Management and Chief Financial Officer
|
Mitchell B. Waldman
|
|
54
|
|
Corporate Vice President, Government and Customer Relations
|
Kellye L. Walker
|
|
48
|
|
Corporate Vice President and General Counsel
|
D. R. Wyatt
|
|
56
|
|
Corporate Vice President and Treasurer
|
|
|
2014
|
|
2013
|
||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
January through March
|
|
$
|
105.37
|
|
|
$
|
87.91
|
|
|
$
|
54.08
|
|
|
$
|
43.17
|
|
April through June
|
|
$
|
104.49
|
|
|
$
|
93.59
|
|
|
$
|
57.64
|
|
|
$
|
50.11
|
|
July through September
|
|
$
|
107.59
|
|
|
$
|
89.29
|
|
|
$
|
69.49
|
|
|
$
|
56.60
|
|
October through December
|
|
$
|
115.48
|
|
|
$
|
92.37
|
|
|
$
|
90.01
|
|
|
$
|
67.31
|
|
|
|
2014
|
|
2013
|
||||
January through March
|
|
$
|
0.20
|
|
|
$
|
0.10
|
|
April through June
|
|
$
|
0.20
|
|
|
$
|
0.10
|
|
July through September
|
|
$
|
0.20
|
|
|
$
|
0.10
|
|
October through December
|
|
$
|
0.40
|
|
|
$
|
0.20
|
|
(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.
|
(3)
|
Our common stock first began trading on the New York Stock Exchange on March 22, 2011.
|
(4)
|
The S&P Aerospace & Defense Index is comprised of The Boeing Company, General Dynamics Corporation, L-3 Communications, Lockheed Martin Corporation, Northrop Grumman Corporation, Precision Castparts Corporation, Raytheon Company, Rockwell Collins, Inc., Textron, Inc. and United Technologies Corporation.
|
Period
|
|
Total Number of Shares Purchased
|
|
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, 2014 through October 31, 2014
|
|
271,559
|
|
|
$
|
94.74
|
|
|
271,559
|
|
|
$
|
342.4
|
|
November 1, 2014 through November 30, 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
342.4
|
|
||
December 1, 2014 through December 31, 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
342.4
|
|
||
Total
|
|
271,559
|
|
|
$
|
94.71
|
|
|
271,559
|
|
|
$
|
342.4
|
|
|
|
Year Ended December 31
|
||||||||||||||||||
($ in millions, except per share amounts)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Sales and service revenues
|
|
$
|
6,957
|
|
|
$
|
6,820
|
|
|
$
|
6,708
|
|
|
$
|
6,575
|
|
|
$
|
6,723
|
|
Goodwill impairment
|
|
47
|
|
|
—
|
|
|
—
|
|
|
290
|
|
|
—
|
|
|||||
Operating income (loss)
|
|
655
|
|
|
512
|
|
|
358
|
|
|
100
|
|
|
241
|
|
|||||
Net earnings (loss)
|
|
338
|
|
|
261
|
|
|
146
|
|
|
(100
|
)
|
|
131
|
|
|||||
Total assets
|
|
6,269
|
|
|
6,225
|
|
|
6,392
|
|
|
6,069
|
|
|
5,270
|
|
|||||
Long-term debt
(1)(2)
|
|
1,592
|
|
|
1,700
|
|
|
1,779
|
|
|
1,830
|
|
|
105
|
|
|||||
Total long-term obligations
|
|
3,592
|
|
|
3,312
|
|
|
4,341
|
|
|
3,838
|
|
|
1,637
|
|
|||||
Free cash flow
(3)
|
|
551
|
|
|
97
|
|
|
170
|
|
|
331
|
|
|
168
|
|
|||||
Dividends declared per share
|
|
$
|
1.00
|
|
|
$
|
0.50
|
|
|
$
|
0.10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Basic earnings (loss) per share
(4)
|
|
$
|
6.93
|
|
|
$
|
5.25
|
|
|
$
|
2.96
|
|
|
$
|
(2.05
|
)
|
|
$
|
2.68
|
|
Diluted earnings (loss) per share
(4)
|
|
$
|
6.86
|
|
|
$
|
5.18
|
|
|
$
|
2.91
|
|
|
$
|
(2.05
|
)
|
|
$
|
2.68
|
|
•
|
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
94%
,
98%
and
98%
of our revenues for the
years ended
December 31, 2014
,
2013
and
2012
, 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
6%
,
2%
and
2%
of our revenues for the
years ended
December 31, 2014
,
2013
and
2012
, respectively, were generated from firm fixed-price arrangements.
|
•
|
Revenue recognition;
|
•
|
Purchase accounting and goodwill;
|
•
|
Litigation, commitments and contingencies;
|
•
|
Retirement related plans; and
|
•
|
Workers' compensation.
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Gross favorable adjustments
|
|
$
|
253
|
|
|
$
|
220
|
|
|
$
|
194
|
|
Gross unfavorable adjustments
|
|
(31
|
)
|
|
(107
|
)
|
|
(132
|
)
|
|||
Net adjustments
|
|
$
|
222
|
|
|
$
|
113
|
|
|
$
|
62
|
|
($ in millions)
|
|
Increase (Decrease) in 2015 Expense
|
|
Increase (Decrease) in December 31, 2014 Obligations
|
||||
25 basis point decrease in discount rate
|
|
$
|
23
|
|
|
$
|
221
|
|
25 basis point increase in discount rate
|
|
(22
|
)
|
|
(208
|
)
|
||
25 basis point decrease in expected return on assets
|
|
12
|
|
|
|
|
||
25 basis point increase in expected return on assets
|
|
(12
|
)
|
|
|
|
|
|
Year Ended December 31
|
|
2014 over 2013
|
|
2013 over 2012
|
||||||||||||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Sales and service revenues
|
|
$
|
6,957
|
|
|
$
|
6,820
|
|
|
$
|
6,708
|
|
|
$
|
137
|
|
|
2
|
%
|
|
$
|
112
|
|
|
2
|
%
|
Cost of product sales and service revenues
|
|
5,540
|
|
|
5,583
|
|
|
5,629
|
|
|
(43
|
)
|
|
(1
|
)%
|
|
(46
|
)
|
|
(1
|
)%
|
|||||
Income (loss) from operating investments, net
|
|
11
|
|
|
14
|
|
|
18
|
|
|
(3
|
)
|
|
(21
|
)%
|
|
(4
|
)
|
|
(22
|
)%
|
|||||
General and administrative expenses
|
|
726
|
|
|
739
|
|
|
739
|
|
|
(13
|
)
|
|
(2
|
)%
|
|
—
|
|
|
—
|
%
|
|||||
Goodwill impairment
|
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||||
Operating income (loss)
|
|
655
|
|
|
512
|
|
|
358
|
|
|
143
|
|
|
28
|
%
|
|
154
|
|
|
43
|
%
|
|||||
Interest expense
|
|
149
|
|
|
118
|
|
|
117
|
|
|
31
|
|
|
26
|
%
|
|
1
|
|
|
1
|
%
|
|||||
Other income
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||||
Federal and foreign income taxes
|
|
169
|
|
|
133
|
|
|
95
|
|
|
36
|
|
|
27
|
%
|
|
38
|
|
|
40
|
%
|
|||||
Net earnings (loss)
|
|
$
|
338
|
|
|
$
|
261
|
|
|
$
|
146
|
|
|
$
|
77
|
|
|
30
|
%
|
|
$
|
115
|
|
|
79
|
%
|
|
|
Year Ended December 31
|
|
2014 over 2013
|
|
2013 over 2012
|
||||||||||||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Product sales
|
|
$
|
5,712
|
|
|
$
|
5,801
|
|
|
$
|
5,755
|
|
|
$
|
(89
|
)
|
|
(2
|
)%
|
|
$
|
46
|
|
|
1
|
%
|
Service revenues
|
|
1,245
|
|
|
1,019
|
|
|
953
|
|
|
226
|
|
|
22
|
%
|
|
66
|
|
|
7
|
%
|
|||||
Sales and service revenues
|
|
$
|
6,957
|
|
|
$
|
6,820
|
|
|
$
|
6,708
|
|
|
$
|
137
|
|
|
2
|
%
|
|
$
|
112
|
|
|
2
|
%
|
|
|
Year Ended December 31
|
|
2014 over 2013
|
|
2013 over 2012
|
||||||||||||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Cost of product sales
|
|
$
|
4,489
|
|
|
$
|
4,695
|
|
|
$
|
4,827
|
|
|
$
|
(206
|
)
|
|
(4
|
)%
|
|
$
|
(132
|
)
|
|
(3
|
)%
|
% of product sales
|
|
78.6
|
%
|
|
80.9
|
%
|
|
83.9
|
%
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||
Cost of service revenues
|
|
1,051
|
|
|
888
|
|
|
802
|
|
|
163
|
|
|
18
|
%
|
|
86
|
|
|
11
|
%
|
|||||
% of service revenues
|
|
84.4
|
%
|
|
87.1
|
%
|
|
84.2
|
%
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||
Income (loss) from operating investments, net
|
|
11
|
|
|
14
|
|
|
18
|
|
|
(3
|
)
|
|
(21
|
)%
|
|
(4
|
)
|
|
(22
|
)%
|
|||||
General and administrative expenses
|
|
726
|
|
|
739
|
|
|
739
|
|
|
(13
|
)
|
|
(2
|
)%
|
|
—
|
|
|
—
|
%
|
|||||
% of total sales and service revenues
|
|
10.4
|
%
|
|
10.8
|
%
|
|
11.0
|
%
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||
Goodwill impairment
|
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||||
Cost of sales and service revenues
|
|
$
|
6,302
|
|
|
$
|
6,308
|
|
|
$
|
6,350
|
|
|
$
|
(6
|
)
|
|
—
|
%
|
|
$
|
(42
|
)
|
|
(1
|
)%
|
|
|
Year Ended December 31
|
|
2014 over 2013
|
|
2013 over 2012
|
||||||||||||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Segment operating income (loss)
|
|
$
|
585
|
|
|
$
|
567
|
|
|
$
|
457
|
|
|
$
|
18
|
|
|
3
|
%
|
|
$
|
110
|
|
|
24
|
%
|
FAS/CAS Adjustment
|
|
72
|
|
|
(61
|
)
|
|
(80
|
)
|
|
133
|
|
|
218
|
%
|
|
19
|
|
|
24
|
%
|
|||||
Deferred state income taxes
|
|
(2
|
)
|
|
6
|
|
|
(19
|
)
|
|
(8
|
)
|
|
(133
|
)%
|
|
25
|
|
|
132
|
%
|
|||||
Total operating income (loss)
|
|
$
|
655
|
|
|
$
|
512
|
|
|
$
|
358
|
|
|
$
|
143
|
|
|
28
|
%
|
|
$
|
154
|
|
|
43
|
%
|
|
|
Year Ended December 31
|
|
2014 over 2013
|
|
2013 over 2012
|
||||||||||||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
FAS expense
|
|
$
|
(155
|
)
|
|
$
|
(257
|
)
|
|
$
|
(228
|
)
|
|
$
|
102
|
|
|
40
|
%
|
|
$
|
(29
|
)
|
|
(13
|
)%
|
CAS cost
|
|
227
|
|
|
196
|
|
|
148
|
|
|
31
|
|
|
16
|
%
|
|
48
|
|
|
32
|
%
|
|||||
FAS/CAS Adjustment
|
|
$
|
72
|
|
|
$
|
(61
|
)
|
|
$
|
(80
|
)
|
|
$
|
133
|
|
|
218
|
%
|
|
$
|
19
|
|
|
24
|
%
|
|
|
Year Ended December 31
|
|
2014 over 2013
|
|
2013 over 2012
|
||||||||||||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Sales and Service Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ingalls
|
|
$
|
2,286
|
|
|
$
|
2,441
|
|
|
$
|
2,532
|
|
|
$
|
(155
|
)
|
|
(6
|
)%
|
|
$
|
(91
|
)
|
|
(4
|
)%
|
Newport News
|
|
4,536
|
|
|
4,382
|
|
|
4,180
|
|
|
154
|
|
|
4
|
%
|
|
202
|
|
|
5
|
%
|
|||||
Other
|
|
137
|
|
|
—
|
|
|
—
|
|
|
137
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||||
Intersegment eliminations
|
|
(2
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
1
|
|
|
33
|
%
|
|
1
|
|
|
25
|
%
|
|||||
Total sales and service revenues
|
|
$
|
6,957
|
|
|
$
|
6,820
|
|
|
$
|
6,708
|
|
|
$
|
137
|
|
|
2
|
%
|
|
$
|
112
|
|
|
2
|
%
|
Operating Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ingalls
|
|
$
|
229
|
|
|
$
|
165
|
|
|
$
|
85
|
|
|
$
|
64
|
|
|
39
|
%
|
|
$
|
80
|
|
|
94
|
%
|
Newport News
|
|
415
|
|
|
402
|
|
|
372
|
|
|
13
|
|
|
3
|
%
|
|
30
|
|
|
8
|
%
|
|||||
Other
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||||
Total Segment Operating Income (Loss)
|
|
585
|
|
|
567
|
|
|
457
|
|
|
18
|
|
|
3
|
%
|
|
110
|
|
|
24
|
%
|
|||||
Non-segment factors affecting operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FAS/CAS Adjustment
|
|
72
|
|
|
(61
|
)
|
|
(80
|
)
|
|
133
|
|
|
218
|
%
|
|
19
|
|
|
24
|
%
|
|||||
Deferred state income taxes
|
|
(2
|
)
|
|
6
|
|
|
(19
|
)
|
|
(8
|
)
|
|
(133
|
)%
|
|
25
|
|
|
132
|
%
|
|||||
Total operating income (loss)
|
|
$
|
655
|
|
|
$
|
512
|
|
|
$
|
358
|
|
|
$
|
143
|
|
|
28
|
%
|
|
$
|
154
|
|
|
43
|
%
|
|
|
Year Ended December 31
|
|
2014 over 2013
|
|
2013 over 2012
|
||||||||||||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Sales and service revenues
|
|
$
|
2,286
|
|
|
$
|
2,441
|
|
|
$
|
2,532
|
|
|
$
|
(155
|
)
|
|
(6
|
)%
|
|
$
|
(91
|
)
|
|
(4
|
)%
|
Segment operating income (loss)
|
|
229
|
|
|
165
|
|
|
85
|
|
|
64
|
|
|
39
|
%
|
|
80
|
|
|
94
|
%
|
|||||
As a percentage of segment sales
|
|
10.0
|
%
|
|
6.8
|
%
|
|
3.4
|
%
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
|
2014 over 2013
|
|
2013 over 2012
|
||||||||||||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Sales and service revenues
|
|
$
|
4,536
|
|
|
$
|
4,382
|
|
|
$
|
4,180
|
|
|
$
|
154
|
|
|
4
|
%
|
|
$
|
202
|
|
|
5
|
%
|
Segment operating income (loss)
|
|
415
|
|
|
402
|
|
|
372
|
|
|
13
|
|
|
3
|
%
|
|
30
|
|
|
8
|
%
|
|||||
As a percentage of segment sales
|
|
9.1
|
%
|
|
9.2
|
%
|
|
8.9
|
%
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
|
|
|
|
|
Total
|
|
|
|
|
|
Total
|
||||||||||||
($ in millions)
|
|
Funded
|
|
Unfunded
|
|
Backlog
|
|
Funded
|
|
Unfunded
|
|
Backlog
|
||||||||||||
Ingalls
|
|
$
|
5,609
|
|
|
$
|
1,889
|
|
|
$
|
7,498
|
|
|
$
|
6,335
|
|
|
$
|
2,570
|
|
|
$
|
8,905
|
|
Newport News
|
|
6,158
|
|
|
7,709
|
|
|
13,867
|
|
|
5,495
|
|
|
3,638
|
|
|
9,133
|
|
||||||
Other
|
|
65
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total backlog
|
|
$
|
11,832
|
|
|
$
|
9,598
|
|
|
$
|
21,430
|
|
|
$
|
11,830
|
|
|
$
|
6,208
|
|
|
$
|
18,038
|
|
|
|
Year Ended December 31
|
|
2014 over 2013
|
|
2013 over 2012
|
||||||||||||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Net earnings (loss)
|
|
$
|
338
|
|
|
$
|
261
|
|
|
$
|
146
|
|
|
$
|
77
|
|
|
30
|
%
|
|
$
|
115
|
|
|
79
|
%
|
Depreciation and amortization
|
|
205
|
|
|
235
|
|
|
193
|
|
|
(30
|
)
|
|
(13
|
)%
|
|
42
|
|
|
22
|
%
|
|||||
Stock-based compensation
|
|
34
|
|
|
44
|
|
|
41
|
|
|
(10
|
)
|
|
(23
|
)%
|
|
3
|
|
|
7
|
%
|
|||||
Excess tax benefit related to stock-based compensation
|
|
(39
|
)
|
|
(24
|
)
|
|
—
|
|
|
(15
|
)
|
|
(63
|
)%
|
|
(24
|
)
|
|
—
|
%
|
|||||
Deferred income taxes
|
|
(22
|
)
|
|
(28
|
)
|
|
79
|
|
|
6
|
|
|
21
|
%
|
|
(107
|
)
|
|
(135
|
)%
|
|||||
Retiree benefit funding less than (in excess of) expense
|
|
(4
|
)
|
|
(86
|
)
|
|
(43
|
)
|
|
82
|
|
|
95
|
%
|
|
(43
|
)
|
|
(100
|
)%
|
|||||
Insurance proceeds for investing purposes
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
58
|
|
|
100
|
%
|
|
(58
|
)
|
|
—
|
%
|
|||||
Goodwill impairment
|
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||||
Loss on early extinguishment of debt
|
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||||
Trade working capital decrease (increase)
|
|
120
|
|
|
(108
|
)
|
|
(84
|
)
|
|
228
|
|
|
211
|
%
|
|
(24
|
)
|
|
(29
|
)%
|
|||||
Net cash provided by (used in) operating activities
|
|
$
|
716
|
|
|
$
|
236
|
|
|
$
|
332
|
|
|
$
|
480
|
|
|
203
|
%
|
|
$
|
(96
|
)
|
|
(29
|
)%
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
716
|
|
|
$
|
236
|
|
|
$
|
332
|
|
Less:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(165
|
)
|
|
(139
|
)
|
|
(162
|
)
|
|||
Free cash flow
|
|
$
|
551
|
|
|
$
|
97
|
|
|
$
|
170
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Pension plans
|
|
|
|
|
|
|
||||||
Qualified minimum
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64
|
|
Discretionary
|
|
|
|
|
|
|
||||||
Qualified
|
|
123
|
|
|
301
|
|
|
172
|
|
|||
Non-qualified
|
|
3
|
|
|
4
|
|
|
3
|
|
|||
Other benefit plans
|
|
33
|
|
|
38
|
|
|
31
|
|
|||
Total contributions
|
|
$
|
159
|
|
|
$
|
343
|
|
|
$
|
270
|
|
($ in millions)
|
|
Total
|
|
2015
|
|
2016 - 2017
|
|
2018 - 2019
|
|
2020 and beyond
|
||||||||||
Long-term debt
|
|
$
|
1,700
|
|
|
$
|
108
|
|
|
$
|
287
|
|
|
$
|
—
|
|
|
$
|
1,305
|
|
Interest payments on long-term debt
(1)
|
|
583
|
|
|
90
|
|
|
164
|
|
|
162
|
|
|
167
|
|
|||||
Operating leases
|
|
162
|
|
|
34
|
|
|
53
|
|
|
36
|
|
|
39
|
|
|||||
Purchase obligations
(2)
|
|
2,585
|
|
|
1,175
|
|
|
662
|
|
|
333
|
|
|
415
|
|
|||||
Other long-term liabilities
(3)
|
|
857
|
|
|
98
|
|
|
211
|
|
|
84
|
|
|
464
|
|
|||||
Total contractual obligations
|
|
$
|
5,887
|
|
|
$
|
1,505
|
|
|
$
|
1,377
|
|
|
$
|
615
|
|
|
$
|
2,390
|
|
(1)
|
Interest payments include interest on
$395 million
of variable interest rate debt calculated based on interest rates as of
December 31, 2014
.
|
(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
$221 million
is the current portion of workers' compensation liabilities. It excludes obligations for uncertain tax positions of
$22 million
, for which the timing of the payments, if any, cannot be reasonably estimated.
|
Program Name
|
|
Program Description
|
|
|
|
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-72 USS Abraham Lincoln is currently undergoing RCOH and advance planning efforts for the CVN-73 USS George Washington are in process in preparation for the expected start of its RCOH in 2017.
|
|
|
|
CVN-65 USS
Enterprise
|
|
Defuel and inactivate the world's first nuclear-powered aircraft carrier, which began in 2013.
|
|
|
|
CVN-78
Gerald R. Ford
-class aircraft carriers
|
|
Design and construction for the Ford-class program, which is the 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. 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 is expected to bring improved warfighting capability, quality of life improvements for sailors, and reduced 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. DDG-113
John Finn
and DDG-114
Ralph Johnson
are currently under construction. In June 2013, we were awarded a multi-year contract for construction of five additional DDG-51
Arleigh Burke
-class destroyers. The first ship of that award, DDG-117
Paul Ignatius
, is currently under construction, and construction of DDG-119
Unnamed
is scheduled to begin in 2015.
|
|
|
|
DDG-1000
Zumwalt
-class destroyers
|
|
Design and build 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. In 2012, we delivered the composite superstructure of DDG-1000
Zumwalt
. In 2014, we completed construction and delivered the composite deckhouse of DDG-1001
Michael Monsoor.
The delivery of the deckhouse completed our participation in this program as the Navy has decided on a steel deckhouse for the third and final ship of the class.
|
|
|
|
Energy products and 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 oil and gas 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.
|
|
|
|
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 four ships have been delivered. NSC-5
James
and NSC-6
Munro
are under construction, and, in 2014, we were awarded the construction contract for NSC-7
Kimball
and an advance procurement contract for NSC-8
Midgett
. We began construction on NSC-7
Kimball
in 2015.
|
|
|
|
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 LHA-6
America
-class ships optimize aviation operations and support capabilities. We delivered LHA-6
America
in April 2014 and LHA-7
Tripoli
is currently under construction.
|
|
|
|
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. In October 2013, we delivered LPD-25
Somerset
, and we are currently constructing LPD-26
John P. Murtha
and LPD-27
Portland
. 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 but no decisions have been made regarding that aspect of the program. The SSBN
Ohio
-class includes 14 ballistic missile submarines ("SSBN"). 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 an 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)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Sales and service revenues
|
|
|
|
|
|
|
||||||
Product sales
|
|
$
|
5,712
|
|
|
$
|
5,801
|
|
|
$
|
5,755
|
|
Service revenues
|
|
1,245
|
|
|
1,019
|
|
|
953
|
|
|||
Total sales and service revenues
|
|
6,957
|
|
|
6,820
|
|
|
6,708
|
|
|||
Cost of sales and service revenues
|
|
|
|
|
|
|
||||||
Cost of product sales
|
|
4,489
|
|
|
4,695
|
|
|
4,827
|
|
|||
Cost of service revenues
|
|
1,051
|
|
|
888
|
|
|
802
|
|
|||
Income (loss) from operating investments, net
|
|
11
|
|
|
14
|
|
|
18
|
|
|||
General and administrative expenses
|
|
726
|
|
|
739
|
|
|
739
|
|
|||
Goodwill impairment
|
|
47
|
|
|
—
|
|
|
—
|
|
|||
Operating income (loss)
|
|
655
|
|
|
512
|
|
|
358
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
|
|||||
Interest expense
|
|
(149
|
)
|
|
(118
|
)
|
|
(117
|
)
|
|||
Other, net
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Earnings (loss) before income taxes
|
|
507
|
|
|
394
|
|
|
241
|
|
|||
Federal income taxes
|
|
169
|
|
|
133
|
|
|
95
|
|
|||
Net earnings (loss)
|
|
$
|
338
|
|
|
$
|
261
|
|
|
$
|
146
|
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
|
$
|
6.93
|
|
|
$
|
5.25
|
|
|
$
|
2.96
|
|
Weighted-average common shares outstanding
|
|
48.8
|
|
|
49.7
|
|
|
49.4
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share
|
|
$
|
6.86
|
|
|
$
|
5.18
|
|
|
$
|
2.91
|
|
Weighted-average diluted shares outstanding
|
|
49.3
|
|
|
50.4
|
|
|
50.1
|
|
|||
|
|
|
|
|
|
|
||||||
Net earnings (loss) from above
|
|
$
|
338
|
|
|
$
|
261
|
|
|
$
|
146
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Change in unamortized benefit plan costs
|
|
(558
|
)
|
|
1,159
|
|
|
(605
|
)
|
|||
Other
|
|
—
|
|
|
4
|
|
|
—
|
|
|||
Tax benefit (expense) for items of other comprehensive income
|
|
217
|
|
|
(458
|
)
|
|
241
|
|
|||
Other comprehensive income (loss), net of tax
|
|
(341
|
)
|
|
705
|
|
|
(364
|
)
|
|||
Comprehensive income (loss)
|
|
$
|
(3
|
)
|
|
$
|
966
|
|
|
$
|
(218
|
)
|
|
|
December 31
|
||||||
($ in millions)
|
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
990
|
|
|
$
|
1,043
|
|
Accounts receivable, net
|
|
1,038
|
|
|
1,123
|
|
||
Inventoried costs, net
|
|
339
|
|
|
311
|
|
||
Deferred income taxes
|
|
129
|
|
|
170
|
|
||
Prepaid expenses and other current assets
|
|
50
|
|
|
29
|
|
||
Total current assets
|
|
2,546
|
|
|
2,676
|
|
||
Property, Plant, and Equipment
|
|
|
|
|
||||
Land and land improvements
|
|
233
|
|
|
319
|
|
||
Buildings and leasehold improvements
|
|
1,498
|
|
|
1,531
|
|
||
Machinery and other equipment
|
|
1,240
|
|
|
1,235
|
|
||
Capitalized software costs
|
|
172
|
|
|
216
|
|
||
|
|
3,143
|
|
|
3,301
|
|
||
Accumulated depreciation and amortization
|
|
(1,351
|
)
|
|
(1,404
|
)
|
||
Property, plant, and equipment, net
|
|
1,792
|
|
|
1,897
|
|
||
Other Assets
|
|
|
|
|
||||
Goodwill
|
|
1,026
|
|
|
881
|
|
||
Other purchased intangibles, net
|
|
547
|
|
|
528
|
|
||
Pension plan assets
|
|
17
|
|
|
124
|
|
||
Long-term deferred tax assets
|
|
212
|
|
|
—
|
|
||
Miscellaneous other assets
|
|
129
|
|
|
119
|
|
||
Total other assets
|
|
1,931
|
|
|
1,652
|
|
||
Total assets
|
|
$
|
6,269
|
|
|
$
|
6,225
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2014
|
|
2013
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Trade accounts payable
|
|
$
|
269
|
|
|
$
|
337
|
|
Accrued employees’ compensation
|
|
248
|
|
|
230
|
|
||
Current portion of long-term debt
|
|
108
|
|
|
79
|
|
||
Current portion of postretirement plan liabilities
|
|
143
|
|
|
139
|
|
||
Current portion of workers’ compensation liabilities
|
|
221
|
|
|
230
|
|
||
Advance payments and billings in excess of revenues
|
|
74
|
|
|
115
|
|
||
Other current liabilities
|
|
249
|
|
|
262
|
|
||
Total current liabilities
|
|
1,312
|
|
|
1,392
|
|
||
Long-term debt
|
|
1,592
|
|
|
1,700
|
|
||
Pension plan liabilities
|
|
939
|
|
|
529
|
|
||
Other postretirement plan liabilities
|
|
507
|
|
|
477
|
|
||
Workers’ compensation liabilities
|
|
449
|
|
|
419
|
|
||
Deferred tax liabilities
|
|
—
|
|
|
83
|
|
||
Other long-term liabilities
|
|
105
|
|
|
104
|
|
||
Total liabilities
|
|
4,904
|
|
|
4,704
|
|
||
Commitments and Contingencies (Note 16)
|
|
|
|
|
|
|
||
Stockholders’ Equity
|
|
|
|
|
||||
Common stock, $0.01 par value; 150 million shares authorized; 51.5 million issued and 48.3 million outstanding as of December 31, 2014, and 50.5 million issued and 48.7 million outstanding as of December 31, 2013
|
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
|
1,959
|
|
|
1,925
|
|
||
Retained earnings (deficit)
|
|
525
|
|
|
236
|
|
||
Treasury stock
|
|
(258
|
)
|
|
(120
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(862
|
)
|
|
(521
|
)
|
||
Total stockholders’ equity
|
|
1,365
|
|
|
1,521
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
6,269
|
|
|
$
|
6,225
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net earnings (loss)
|
|
$
|
338
|
|
|
$
|
261
|
|
|
$
|
146
|
|
Adjustments to reconcile to net cash provided by (used in) operating activities
|
|
|
|
|
|
|
||||||
Depreciation
|
|
166
|
|
|
206
|
|
|
165
|
|
|||
Amortization of purchased intangibles
|
|
28
|
|
|
20
|
|
|
19
|
|
|||
Amortization of debt issuance costs
|
|
11
|
|
|
9
|
|
|
9
|
|
|||
Stock-based compensation
|
|
34
|
|
|
44
|
|
|
41
|
|
|||
Excess tax benefit related to stock-based compensation
|
|
(39
|
)
|
|
(24
|
)
|
|
—
|
|
|||
Deferred income taxes
|
|
(22
|
)
|
|
(28
|
)
|
|
79
|
|
|||
Proceeds from insurance settlement related to investing activities
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|||
Goodwill impairment
|
|
47
|
|
|
—
|
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
|
37
|
|
|
—
|
|
|
—
|
|
|||
Change in
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
140
|
|
|
(218
|
)
|
|
(194
|
)
|
|||
Inventoried costs
|
|
53
|
|
|
51
|
|
|
116
|
|
|||
Prepaid expenses and other assets
|
|
7
|
|
|
(15
|
)
|
|
6
|
|
|||
Accounts payable and accruals
|
|
(86
|
)
|
|
69
|
|
|
(14
|
)
|
|||
Retiree benefits
|
|
(4
|
)
|
|
(86
|
)
|
|
(43
|
)
|
|||
Other non-cash transactions, net
|
|
6
|
|
|
5
|
|
|
2
|
|
|||
Net cash provided by (used in) operating activities
|
|
716
|
|
|
236
|
|
|
332
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Additions to property, plant, and equipment
|
|
(165
|
)
|
|
(139
|
)
|
|
(162
|
)
|
|||
Acquisitions of businesses, net of cash received
|
|
(272
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from insurance settlement related to investing activities
|
|
—
|
|
|
58
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
|
(437
|
)
|
|
(81
|
)
|
|
(162
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
|
600
|
|
|
—
|
|
|
—
|
|
|||
Repayment of long-term debt
|
|
(679
|
)
|
|
(51
|
)
|
|
(29
|
)
|
|||
Debt issuance costs
|
|
(12
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Tender premiums and fees related to early extinguishment of debt
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
|
(49
|
)
|
|
(25
|
)
|
|
(5
|
)
|
|||
Repurchases of common stock
|
|
(138
|
)
|
|
(119
|
)
|
|
(1
|
)
|
|||
Employee taxes on certain share-based payment arrangements
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from stock option exercises
|
|
2
|
|
|
7
|
|
|
7
|
|
|||
Excess tax benefit related to stock-based compensation
|
|
39
|
|
|
24
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
(332
|
)
|
|
(169
|
)
|
|
(28
|
)
|
|||
Change in cash and cash equivalents
|
|
(53
|
)
|
|
(14
|
)
|
|
142
|
|
|||
Cash and cash equivalents, beginning of period
|
|
1,043
|
|
|
1,057
|
|
|
915
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
990
|
|
|
$
|
1,043
|
|
|
$
|
1,057
|
|
Supplemental Cash Flow Disclosure
|
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
|
$
|
161
|
|
|
$
|
154
|
|
|
$
|
28
|
|
Cash paid for interest
|
|
$
|
113
|
|
|
$
|
109
|
|
|
$
|
111
|
|
Non-Cash Investing and Financing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures accrued in accounts payable
|
|
$
|
9
|
|
|
$
|
12
|
|
|
$
|
20
|
|
($ in millions)
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings (Deficit)
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
||||||||||||
Balance as of January 1, 2012
|
|
$
|
—
|
|
|
$
|
1,867
|
|
|
$
|
(146
|
)
|
|
$
|
—
|
|
|
$
|
(862
|
)
|
|
$
|
859
|
|
Net earnings (loss)
|
|
—
|
|
|
—
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
146
|
|
||||||
Dividends declared ($0.10 per share)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Additional paid-in capital
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
|
(364
|
)
|
||||||
Treasury stock activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Balance as of December 31, 2012
|
|
—
|
|
|
1,894
|
|
|
—
|
|
|
(1
|
)
|
|
(1,226
|
)
|
|
667
|
|
||||||
Net earnings (loss)
|
|
—
|
|
|
—
|
|
|
261
|
|
|
—
|
|
|
—
|
|
|
261
|
|
||||||
Dividends declared ($0.50 per share)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
||||||
Additional paid-in capital
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
705
|
|
|
705
|
|
||||||
Common stock
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Treasury stock activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
|
—
|
|
|
(119
|
)
|
||||||
Balance as of December 31, 2013
|
|
1
|
|
|
1,925
|
|
|
236
|
|
|
(120
|
)
|
|
(521
|
)
|
|
1,521
|
|
||||||
Net earnings (loss)
|
|
—
|
|
|
—
|
|
|
338
|
|
|
—
|
|
|
—
|
|
|
338
|
|
||||||
Dividends declared ($1.00 per share)
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
||||||
Additional paid-in capital
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(341
|
)
|
|
(341
|
)
|
||||||
Treasury stock activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|
—
|
|
|
(138
|
)
|
||||||
Balance as of December 31, 2014
|
|
$
|
1
|
|
|
$
|
1,959
|
|
|
$
|
525
|
|
|
$
|
(258
|
)
|
|
$
|
(862
|
)
|
|
$
|
1,365
|
|
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 as of January 1, 2012
|
|
$
|
25
|
|
Obligation relating to the future retirement of a facility
|
|
1
|
|
|
Revision of estimate
|
|
(3
|
)
|
|
Accretion expense
|
|
2
|
|
|
Balance as of December 31, 2012
|
|
25
|
|
|
Obligation relating to the future retirement of a facility
|
|
—
|
|
|
Revision of estimate
|
|
—
|
|
|
Accretion expense
|
|
—
|
|
|
Balance as of December 31, 2013
|
|
25
|
|
|
Obligation relating to the future retirement of a facility
|
|
—
|
|
|
Revision of estimate
|
|
(2
|
)
|
|
Accretion expense
|
|
(1
|
)
|
|
Balance as of December 31, 2014
|
|
$
|
22
|
|
|
|
Years
|
||||
Land improvements
|
|
3
|
|
-
|
|
40
|
Buildings and improvements
|
|
3
|
|
-
|
|
60
|
Capitalized software costs
|
|
3
|
|
-
|
|
9
|
Machinery and other equipment
|
|
2
|
|
-
|
|
45
|
($ in millions)
|
|
Total
|
||
Balance as of January 1, 2012
|
|
$
|
50
|
|
Payments
|
|
(50
|
)
|
|
Adjustments
|
|
24
|
|
|
Balance as of December 31, 2012
|
|
24
|
|
|
Payments
|
|
(27
|
)
|
|
Adjustments
|
|
17
|
|
|
Balance as of December 31, 2013
|
|
14
|
|
|
Payments
|
|
(15
|
)
|
|
Adjustments
|
|
1
|
|
|
Balance as of December 31, 2014
|
|
$
|
—
|
|
($ in millions)
|
|
Benefit Plans
|
|
Other
|
|
Total
|
||||||
Balance as of December 31, 2011
|
|
$
|
(862
|
)
|
|
$
|
—
|
|
|
$
|
(862
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(700
|
)
|
|
—
|
|
|
(700
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Amortization of prior service cost (credit)
1
|
|
5
|
|
|
—
|
|
|
5
|
|
|||
Amortization of net actuarial loss (gain)
1
|
|
90
|
|
|
—
|
|
|
90
|
|
|||
Tax benefit (expense) for items of other comprehensive income
|
|
241
|
|
|
—
|
|
|
241
|
|
|||
Net current period other comprehensive income (loss)
|
|
(364
|
)
|
|
—
|
|
|
(364
|
)
|
|||
Balance as of December 31, 2012
|
|
(1,226
|
)
|
|
—
|
|
|
(1,226
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
|
1,028
|
|
|
4
|
|
|
1,032
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Amortization of prior service cost (credit)
1
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Amortization of net actuarial loss (gain)
1
|
|
134
|
|
|
—
|
|
|
134
|
|
|||
Tax benefit (expense) for items of other comprehensive income
|
|
(456
|
)
|
|
(2
|
)
|
|
(458
|
)
|
|||
Net current period other comprehensive income (loss)
|
|
703
|
|
|
2
|
|
|
705
|
|
|||
Balance as of December 31, 2013
|
|
(523
|
)
|
|
2
|
|
|
(521
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
|
(603
|
)
|
|
—
|
|
|
(603
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Amortization of prior service cost (credit)
1
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Amortization of net actuarial loss (gain)
1
|
|
52
|
|
|
—
|
|
|
52
|
|
|||
Tax benefit (expense) for items of other comprehensive income
|
|
217
|
|
|
—
|
|
|
217
|
|
|||
Net current period other comprehensive income (loss)
|
|
(341
|
)
|
|
—
|
|
|
(341
|
)
|
|||
Balance as of December 31, 2014
|
|
$
|
(864
|
)
|
|
$
|
2
|
|
|
$
|
(862
|
)
|
|
|
Year Ended December 31
|
||||||||||
(in millions, except per share amounts)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net earnings (loss)
|
|
$
|
338
|
|
|
$
|
261
|
|
|
$
|
146
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
|
48.8
|
|
|
49.7
|
|
|
49.4
|
|
|||
Net effect of dilutive stock options and awards
|
|
0.5
|
|
|
0.7
|
|
|
0.7
|
|
|||
Dilutive weighted-average common shares outstanding
|
|
49.3
|
|
|
50.4
|
|
|
50.1
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings (loss) per share - basic
|
|
$
|
6.93
|
|
|
$
|
5.25
|
|
|
$
|
2.96
|
|
Earnings (loss) per share - diluted
|
|
$
|
6.86
|
|
|
$
|
5.18
|
|
|
$
|
2.91
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Sales and Service Revenues
|
|
|
|
|
|
|
||||||
Ingalls
|
|
$
|
2,286
|
|
|
$
|
2,441
|
|
|
$
|
2,532
|
|
Newport News
|
|
4,536
|
|
|
4,382
|
|
|
4,180
|
|
|||
Other
|
|
137
|
|
|
—
|
|
|
—
|
|
|||
Intersegment eliminations
|
|
(2
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|||
Total sales and service revenues
|
|
$
|
6,957
|
|
|
$
|
6,820
|
|
|
$
|
6,708
|
|
Operating Income (Loss)
|
|
|
|
|
|
|
||||||
Ingalls
|
|
$
|
229
|
|
|
$
|
165
|
|
|
$
|
85
|
|
Newport News
|
|
415
|
|
|
402
|
|
|
372
|
|
|||
Other
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|||
Total segment operating income (loss)
|
|
585
|
|
|
567
|
|
|
457
|
|
|||
Non-segment factors affecting operating income (loss)
|
|
|
|
|
|
|
||||||
FAS/CAS Adjustment
|
|
72
|
|
|
(61
|
)
|
|
(80
|
)
|
|||
Deferred state income taxes
|
|
(2
|
)
|
|
6
|
|
|
(19
|
)
|
|||
Total operating income (loss)
|
|
$
|
655
|
|
|
$
|
512
|
|
|
$
|
358
|
|
|
|
December 31
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Ingalls
|
|
$
|
1,452
|
|
|
$
|
1,663
|
|
|
1,620
|
|
|
Newport News
|
|
3,155
|
|
|
3,111
|
|
|
3,068
|
|
|||
Other
|
|
210
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
|
1,452
|
|
|
1,451
|
|
|
1,704
|
|
|||
Total assets
|
|
$
|
6,269
|
|
|
$
|
6,225
|
|
|
$
|
6,392
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Capital Expenditures
|
|
|
|
|
|
|
||||||
Ingalls
|
|
$
|
53
|
|
|
$
|
44
|
|
|
$
|
37
|
|
Newport News
|
|
109
|
|
|
93
|
|
|
125
|
|
|||
Other
|
|
3
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
|
—
|
|
|
2
|
|
|
—
|
|
|||
Total capital expenditures
|
|
$
|
165
|
|
|
$
|
139
|
|
|
$
|
162
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Depreciation and Amortization
(1)
|
|
|
|
|
|
|
||||||
Ingalls
|
|
$
|
81
|
|
|
$
|
125
|
|
|
$
|
89
|
|
Newport News
|
|
105
|
|
|
100
|
|
|
95
|
|
|||
Other
|
|
8
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
|
—
|
|
|
1
|
|
|
—
|
|
|||
Total depreciation and amortization
|
|
$
|
194
|
|
|
$
|
226
|
|
|
$
|
184
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2014
|
|
2013
|
||||
Due From U.S. Government
|
|
|
|
|
||||
Amounts billed
|
|
$
|
180
|
|
|
$
|
143
|
|
Recoverable costs and accrued profit on progress completed - unbilled
|
|
766
|
|
|
944
|
|
||
|
|
946
|
|
|
1,087
|
|
||
Due From Other Customers
|
|
|
|
|
||||
Amounts billed
|
|
64
|
|
|
28
|
|
||
Recoverable costs and accrued profit on progress completed - unbilled
|
|
35
|
|
|
15
|
|
||
|
|
99
|
|
|
43
|
|
||
Total accounts receivable
|
|
1,045
|
|
|
1,130
|
|
||
Allowances for doubtful accounts
|
|
(7
|
)
|
|
(7
|
)
|
||
Total accounts receivable, net
|
|
$
|
1,038
|
|
|
$
|
1,123
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2014
|
|
2013
|
||||
Production costs of contracts in process
|
|
$
|
248
|
|
|
$
|
218
|
|
General and administrative expenses
|
|
—
|
|
|
2
|
|
||
|
|
248
|
|
|
220
|
|
||
Progress payments received
|
|
—
|
|
|
—
|
|
||
|
|
248
|
|
|
220
|
|
||
Raw material inventory
|
|
91
|
|
|
91
|
|
||
Total inventoried costs, net
|
|
$
|
339
|
|
|
$
|
311
|
|
($ in millions)
|
|
Ingalls
|
|
Newport News
|
|
Other
|
|
Total
|
||||||||
Balance as of January 1, 2013
|
|
$
|
175
|
|
|
$
|
706
|
|
|
$
|
—
|
|
|
$
|
881
|
|
Balance as of December 31, 2013
|
|
175
|
|
|
706
|
|
|
—
|
|
|
881
|
|
||||
Acquisitions
|
|
—
|
|
|
42
|
|
|
150
|
|
|
192
|
|
||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(47
|
)
|
||||
Balance as of December 31, 2014
|
|
$
|
175
|
|
|
$
|
748
|
|
|
$
|
103
|
|
|
$
|
1,026
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2014
|
|
2013
|
||||
Gross carrying amount
|
|
$
|
986
|
|
|
$
|
939
|
|
Accumulated amortization
|
|
(439
|
)
|
|
(411
|
)
|
||
Net carrying amount
|
|
$
|
547
|
|
|
$
|
528
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income Taxes on Operations
|
|
|
|
|
|
|
||||||
Federal income taxes currently payable
|
|
$
|
191
|
|
|
$
|
150
|
|
|
$
|
49
|
|
Change in deferred federal income taxes
|
|
(22
|
)
|
|
(17
|
)
|
|
46
|
|
|||
Total federal income taxes
|
|
$
|
169
|
|
|
$
|
133
|
|
|
$
|
95
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income tax expense (benefit) on operations at statutory rate
|
|
$
|
178
|
|
|
$
|
138
|
|
|
$
|
84
|
|
Goodwill impairment
|
|
6
|
|
|
—
|
|
|
—
|
|
|||
Manufacturing deduction
|
|
(9
|
)
|
|
(7
|
)
|
|
(3
|
)
|
|||
Research tax credit
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||
Tax Matters Agreement adjustment
|
|
—
|
|
|
—
|
|
|
8
|
|
|||
Other, Net
|
|
(6
|
)
|
|
4
|
|
|
6
|
|
|||
Total federal income taxes
|
|
$
|
169
|
|
|
$
|
133
|
|
|
$
|
95
|
|
|
|
December 31
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Unrecognized tax benefits at beginning of the year
|
|
$
|
11
|
|
|
$
|
19
|
|
|
$
|
6
|
|
Additions based on tax positions related to the current year
|
|
5
|
|
|
5
|
|
|
7
|
|
|||
Additions based on tax positions of prior years
|
|
3
|
|
|
1
|
|
|
19
|
|
|||
Current year acquisitions
|
|
4
|
|
|
—
|
|
|
—
|
|
|||
Reductions based on tax positions of prior years
|
|
—
|
|
|
(14
|
)
|
|
(12
|
)
|
|||
Settlements
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Statute of limitation expirations
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Net change in unrecognized tax benefits
|
|
8
|
|
|
(8
|
)
|
|
13
|
|
|||
Unrecognized tax benefits at end of the year
|
|
$
|
19
|
|
|
$
|
11
|
|
|
$
|
19
|
|
Jurisdiction
|
|
Years
|
||||
United States
|
|
2007
|
|
-
|
|
2013
|
California
|
|
2007
|
|
-
|
|
2013
|
Louisiana
|
|
2011
|
|
-
|
|
2013
|
Mississippi
|
|
2011
|
|
-
|
|
2013
|
Virginia
|
|
2011
|
|
-
|
|
2013
|
|
|
December 31
|
||||||
($ in millions)
|
|
2014
|
|
2013
|
||||
Deferred Tax Assets
|
|
|
|
|
||||
Retirement benefits
|
|
$
|
592
|
|
|
$
|
366
|
|
Workers' compensation
|
|
256
|
|
|
248
|
|
||
Reserves not currently deductible for tax purposes
|
|
9
|
|
|
36
|
|
||
Stock-based compensation
|
|
14
|
|
|
20
|
|
||
Net operating losses and tax credit carry-forwards
|
|
20
|
|
|
—
|
|
||
Other
|
|
9
|
|
|
16
|
|
||
Gross deferred tax assets
|
|
900
|
|
|
686
|
|
||
Less valuation allowance
|
|
14
|
|
|
12
|
|
||
Net deferred tax assets
|
|
886
|
|
|
674
|
|
||
Deferred Tax Liabilities
|
|
|
|
|
||||
Depreciation and amortization
|
|
297
|
|
|
337
|
|
||
Contract accounting differences
|
|
53
|
|
|
45
|
|
||
Purchased intangibles
|
|
195
|
|
|
205
|
|
||
Gross deferred tax liabilities
|
|
545
|
|
|
587
|
|
||
Total net deferred tax assets
|
|
$
|
341
|
|
|
$
|
87
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2014
|
|
2013
|
||||
Net current deferred tax assets
|
|
$
|
129
|
|
|
$
|
170
|
|
Net non-current deferred tax assets
|
|
212
|
|
|
—
|
|
||
Net non-current deferred tax liabilities
|
|
—
|
|
|
(83
|
)
|
||
Total net deferred tax assets
|
|
$
|
341
|
|
|
$
|
87
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2014
|
|
2013
|
||||
Term loan due March 30, 2016
|
|
$
|
395
|
|
|
$
|
474
|
|
Senior notes due March 15, 2018, 6.875%
|
|
—
|
|
|
600
|
|
||
Senior notes due March 15, 2021, 7.125%
|
|
600
|
|
|
600
|
|
||
Senior notes due December 15, 2021, 5.000%
|
|
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
|
|
1,700
|
|
|
1,779
|
|
||
Less current portion
|
|
108
|
|
|
79
|
|
||
Long-term debt, net of current portion
|
|
$
|
1,592
|
|
|
$
|
1,700
|
|
|
|
December 31
|
||
($ in millions)
|
|
2014
|
||
Debt call and tender premiums and fees
|
|
$
|
31
|
|
Write-off of unamortized debt issuance costs
|
|
6
|
|
|
Total loss on early extinguishment of debt
|
|
$
|
37
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
|
Year Ended December 31
|
|
Year Ended December 31
|
||||||||||||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
136
|
|
|
$
|
147
|
|
|
$
|
133
|
|
|
$
|
13
|
|
|
$
|
21
|
|
|
$
|
15
|
|
Interest cost
|
|
253
|
|
|
215
|
|
|
212
|
|
|
30
|
|
|
33
|
|
|
40
|
|
||||||
Expected return on plan assets
|
|
(322
|
)
|
|
(289
|
)
|
|
(267
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
|
19
|
|
|
18
|
|
|
12
|
|
|
(26
|
)
|
|
(21
|
)
|
|
(7
|
)
|
||||||
Amortization of net actuarial loss (gain)
|
|
52
|
|
|
118
|
|
|
77
|
|
|
—
|
|
|
16
|
|
|
13
|
|
||||||
Curtailments
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
138
|
|
|
$
|
208
|
|
|
$
|
167
|
|
|
$
|
17
|
|
|
$
|
49
|
|
|
$
|
61
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
December 31
|
|
December 31
|
||||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
4,730
|
|
|
$
|
5,061
|
|
|
$
|
616
|
|
|
$
|
965
|
|
Service cost
|
|
136
|
|
|
147
|
|
|
13
|
|
|
21
|
|
||||
Interest cost
|
|
253
|
|
|
215
|
|
|
30
|
|
|
33
|
|
||||
Plan participants' contributions
|
|
26
|
|
|
9
|
|
|
7
|
|
|
18
|
|
||||
Plan amendments
|
|
—
|
|
|
66
|
|
|
—
|
|
|
(145
|
)
|
||||
Actuarial loss (gain)
|
|
714
|
|
|
(600
|
)
|
|
24
|
|
|
(220
|
)
|
||||
Benefits paid
|
|
(168
|
)
|
|
(154
|
)
|
|
(40
|
)
|
|
(59
|
)
|
||||
Curtailments
|
|
(20
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
||||
Medicare Part D subsidy
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Benefit obligation at end of year
|
|
5,671
|
|
|
4,730
|
|
|
650
|
|
|
616
|
|
||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
4,310
|
|
|
3,745
|
|
|
—
|
|
|
—
|
|
||||
Gain on plan assets
|
|
437
|
|
|
405
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
|
126
|
|
|
305
|
|
|
33
|
|
|
38
|
|
||||
Plan participants' contributions
|
|
26
|
|
|
9
|
|
|
7
|
|
|
18
|
|
||||
Benefits paid
|
|
(168
|
)
|
|
(154
|
)
|
|
(40
|
)
|
|
(59
|
)
|
||||
Medicare Part D subsidy
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Fair value of plan assets at end of year
|
|
4,731
|
|
|
4,310
|
|
|
—
|
|
|
—
|
|
||||
Funded status
|
|
$
|
(940
|
)
|
|
$
|
(420
|
)
|
|
$
|
(650
|
)
|
|
$
|
(616
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts Recognized in the Consolidated Statements of Financial Position:
|
|
|
|
|
|
|
|
|
||||||||
Pension plan assets
|
|
$
|
17
|
|
|
$
|
124
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liability
(1)
|
|
(18
|
)
|
|
(15
|
)
|
|
(143
|
)
|
|
(139
|
)
|
||||
Non-current liability
(2)
|
|
(939
|
)
|
|
(529
|
)
|
|
(507
|
)
|
|
(477
|
)
|
||||
Accumulated other comprehensive loss (income) (pre-tax) related to:
|
|
|
|
|
|
|
|
|
||||||||
Prior service costs (credits)
|
|
105
|
|
|
124
|
|
|
(125
|
)
|
|
(152
|
)
|
||||
Net actuarial loss (gain)
|
|
1,374
|
|
|
847
|
|
|
73
|
|
|
50
|
|
(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)
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Prior service cost (credit)
|
|
$
|
—
|
|
|
$
|
(66
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
145
|
|
|
$
|
11
|
|
Amortization of prior service cost (credit)
|
|
19
|
|
|
18
|
|
|
12
|
|
|
(26
|
)
|
|
(21
|
)
|
|
(7
|
)
|
||||||
Net actuarial loss (gain)
|
|
(599
|
)
|
|
716
|
|
|
(599
|
)
|
|
(24
|
)
|
|
220
|
|
|
(118
|
)
|
||||||
Amortization of net actuarial loss (gain)
|
|
52
|
|
|
118
|
|
|
77
|
|
|
—
|
|
|
16
|
|
|
13
|
|
||||||
Other
|
|
20
|
|
|
12
|
|
|
7
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
||||||
Total changes in accumulated other comprehensive income (loss)
|
|
$
|
(508
|
)
|
|
$
|
798
|
|
|
$
|
(503
|
)
|
|
$
|
(50
|
)
|
|
$
|
361
|
|
|
$
|
(102
|
)
|
($ in millions)
|
|
Pension Benefits
|
|
Other
Benefits
|
||||
Prior service cost (credit)
|
|
$
|
19
|
|
|
$
|
(20
|
)
|
Net loss
|
|
86
|
|
|
3
|
|
||
Total
|
|
$
|
105
|
|
|
$
|
(17
|
)
|
|
|
Pension Benefits
|
|||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
|||
Assumptions Used to Determine Benefit Cost for the Year Ended December 31:
|
|
|
|
|
|
|
|||
Discount rate
|
|
5.27
|
%
|
|
4.27
|
%
|
|
5.23
|
%
|
Expected long-term rate on plan assets
|
|
7.50
|
%
|
|
7.50
|
%
|
|
8.00
|
%
|
Rate of compensation increase
|
|
3.69
|
%
|
|
3.66
|
%
|
|
3.64
|
%
|
|
|
Other Benefits
|
|||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
|||
Assumptions Used to Determine Benefit Cost for the Year Ended December 31:
|
|
|
|
|
|
|
|||
Discount rate
|
|
5.03
|
%
|
|
4.02
|
%
|
|
4.94
|
%
|
Initial health care cost trend rate assumed for next year
|
|
7.33
|
%
|
|
7.67
|
%
|
|
8.00
|
%
|
Gradually declining to a rate of
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year in which the rate reaches the ultimate rate
|
|
2022
|
|
|
2021
|
|
|
2018
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
|
December 31
|
|
December 31
|
||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Assumptions Used to Determine Benefit Obligations at December 31:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
4.34
|
%
|
|
5.27
|
%
|
|
4.22
|
%
|
|
5.03
|
%
|
Rate of compensation increase
|
|
3.64
|
%
|
|
3.69
|
%
|
|
|
|
|
||
Initial health care cost trend rate assumed for next year
|
|
|
|
|
|
7.00
|
%
|
|
7.33
|
%
|
||
Gradually declining to a rate of
|
|
|
|
|
|
5.00
|
%
|
|
5.00
|
%
|
||
Year in which the rate reaches the ultimate rate
|
|
|
|
|
|
2023
|
|
|
2022
|
|
|
|
1 Percentage Point
|
||||||
($ in millions)
|
|
Increase
|
|
Decrease
|
||||
Effect on postretirement benefit expense
|
|
$
|
3
|
|
|
$
|
(2
|
)
|
Effect on postretirement benefit obligations
|
|
28
|
|
|
(27
|
)
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Pension plans
|
|
|
|
|
|
|
||||||
Qualified minimum
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64
|
|
Discretionary
|
|
|
|
|
|
|
||||||
Qualified
|
|
123
|
|
|
301
|
|
|
172
|
|
|||
Non-qualified
|
|
3
|
|
|
4
|
|
|
3
|
|
|||
Other benefit plans
|
|
33
|
|
|
38
|
|
|
31
|
|
|||
Total contributions
|
|
$
|
159
|
|
|
$
|
343
|
|
|
$
|
270
|
|
|
|
|
|
Other Benefits
|
||||||||
($ in millions)
|
|
Pension Benefits
|
|
Benefit Payments
|
|
Subsidy Receipts
|
||||||
2015
|
|
$
|
181
|
|
|
$
|
36
|
|
|
$
|
—
|
|
2016
|
|
197
|
|
|
38
|
|
|
—
|
|
|||
2017
|
|
214
|
|
|
40
|
|
|
—
|
|
|||
2018
|
|
232
|
|
|
42
|
|
|
—
|
|
|||
2019
|
|
251
|
|
|
44
|
|
|
—
|
|
|||
Years 2020 to 2024
|
|
$
|
1,563
|
|
|
$
|
243
|
|
|
$
|
2
|
|
|
|
Range
|
||||
U.S. equities
|
|
20
|
|
-
|
|
42%
|
International equities
|
|
15
|
|
-
|
|
33%
|
Fixed income securities
|
|
25
|
|
-
|
|
50%
|
Alternative investments
|
|
5
|
|
-
|
|
15%
|
|
|
December 31, 2014
|
||||||||||||||
($ in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
|
||||||||
Equity
|
|
|
|
|
|
|
|
|
||||||||
U.S. equities
(1)
|
|
$
|
1,423
|
|
|
$
|
467
|
|
|
$
|
956
|
|
|
$
|
—
|
|
International equities
(1)
|
|
1,082
|
|
|
599
|
|
|
483
|
|
|
—
|
|
||||
Fixed Income
|
|
|
|
|
|
|
|
|
||||||||
U.S. government
|
|
237
|
|
|
—
|
|
|
237
|
|
|
—
|
|
||||
U.S. agency
|
|
174
|
|
|
—
|
|
|
174
|
|
|
—
|
|
||||
Non-U.S. government
|
|
88
|
|
|
—
|
|
|
88
|
|
|
—
|
|
||||
Investment grade
(2)
|
|
1,041
|
|
|
—
|
|
|
1,041
|
|
|
—
|
|
||||
Asset backed
|
|
52
|
|
|
—
|
|
|
52
|
|
|
—
|
|
||||
Non-investment grade
(3)
|
|
45
|
|
|
—
|
|
|
45
|
|
|
—
|
|
||||
Cash and cash equivalents
(4)
|
|
42
|
|
|
5
|
|
|
37
|
|
|
—
|
|
||||
Hedge funds
|
|
298
|
|
|
—
|
|
|
—
|
|
|
298
|
|
||||
Real estate fund
|
|
247
|
|
|
—
|
|
|
—
|
|
|
247
|
|
||||
Other
(5)
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Total assets at fair value
|
|
$
|
4,731
|
|
|
$
|
1,071
|
|
|
$
|
3,115
|
|
|
$
|
545
|
|
(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, 2013
|
||||||||||||||
($ in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
|
||||||||
Equity
|
|
|
|
|
|
|
|
|
||||||||
U.S. equities
(1)
|
|
$
|
1,546
|
|
|
$
|
249
|
|
|
$
|
1,297
|
|
|
$
|
—
|
|
International equities
(1)
|
|
860
|
|
|
382
|
|
|
478
|
|
|
—
|
|
||||
Fixed Income
|
|
|
|
|
|
|
|
|
||||||||
U.S. government
|
|
156
|
|
|
—
|
|
|
156
|
|
|
—
|
|
||||
U.S. agency
|
|
180
|
|
|
—
|
|
|
180
|
|
|
—
|
|
||||
Non-U.S. government
|
|
66
|
|
|
—
|
|
|
66
|
|
|
—
|
|
||||
Investment grade
(2)
|
|
871
|
|
|
—
|
|
|
871
|
|
|
—
|
|
||||
Asset backed
|
|
65
|
|
|
—
|
|
|
65
|
|
|
—
|
|
||||
Non-investment grade
(3)
|
|
39
|
|
|
—
|
|
|
39
|
|
|
—
|
|
||||
Cash and cash equivalents
(4)
|
|
75
|
|
|
2
|
|
|
73
|
|
|
—
|
|
||||
Hedge funds
|
|
257
|
|
|
—
|
|
|
—
|
|
|
257
|
|
||||
Real estate fund
|
|
188
|
|
|
—
|
|
|
—
|
|
|
188
|
|
||||
Other
(5)
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Total assets at fair value
|
|
$
|
4,310
|
|
|
$
|
633
|
|
|
$
|
3,232
|
|
|
$
|
445
|
|
(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, collateral, and insurance contracts.
|
|
|
|
|
Return on plan assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
Attributable to Assets Held at December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Fair Value at December 31, 2013
|
|
|
Attributable to Assets Sold
|
|
|
|
|
|
Transfers
|
|
Fair Value at December 31, 2014
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Into
|
|
(Out) of
|
|
||||||||||||||||||||
($ in millions)
|
|
|
|
|
Purchases
|
|
Sales
|
|
Level 3
|
|
Level 3
|
|
||||||||||||||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Hedge funds
|
|
$
|
257
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
298
|
|
Real estate fund
|
|
188
|
|
|
24
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247
|
|
||||||||
Total Level 3 fair value
|
|
$
|
445
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
545
|
|
|
|
|
|
Return on plan assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
Attributable to Assets Held at December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Fair Value at December 31, 2012
|
|
|
Attributable to Assets Sold
|
|
|
|
|
|
Transfers
|
|
|
|
Fair Value at December 31, 2013
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
Into
|
|
(Out) of
|
|
||||||||||||||||||||
($ in millions)
|
|
|
|
|
Purchases
|
|
Sales
|
|
Level 3
|
|
Level 3
|
|
||||||||||||||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Hedge funds
|
|
$
|
181
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
257
|
|
Real estate fund
|
|
162
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
188
|
|
||||||||
Total Level 3 fair value
|
|
$
|
343
|
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
445
|
|
|
|
Stock Awards
(in thousands)
|
|
Weighted-Average
Grant Date Fair
Value
|
|
Weighted
Average
Remaining
Contractual Term
|
|||
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
|
|
Granted
|
|
456
|
|
|
46.51
|
|
|
|
|
Adjustment due to performance
|
|
315
|
|
|
41.41
|
|
|
|
|
Vested
|
|
(931
|
)
|
|
41.41
|
|
|
|
|
Forfeited
|
|
(68
|
)
|
|
40.23
|
|
|
|
|
Outstanding at December 31, 2013
|
|
1,673
|
|
|
40.92
|
|
|
1.0 year
|
|
Granted
|
|
246
|
|
|
98.33
|
|
|
|
|
Adjustment due to performance
|
|
918
|
|
|
41.45
|
|
|
|
|
Vested
|
|
(1,510
|
)
|
|
41.45
|
|
|
|
|
Forfeited
|
|
(16
|
)
|
|
45.19
|
|
|
|
|
Outstanding at December 31, 2014
|
|
1,311
|
|
|
$
|
51.23
|
|
|
0.7 years
|
|
|
Shares Under
Option
(in thousands)
|
|
Weighted-
Average
Exercise Price
|
|
Weighted- Average
Remaining
Contractual Term
(in years)
|
|
Aggregate
Intrinsic
Value
($ in millions)
|
|||||
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
|
|
||
Exercised
|
|
(346
|
)
|
|
29.66
|
|
|
|
|
|
|||
Canceled and Forfeited
|
|
(1
|
)
|
|
28.51
|
|
|
|
|
|
|||
Outstanding at December 31, 2013
|
|
819
|
|
|
35.01
|
|
|
2.1 years
|
|
45
|
|
||
Exercised
|
|
(174
|
)
|
|
31.11
|
|
|
|
|
|
|||
Canceled and Forfeited
|
|
(1
|
)
|
|
31.76
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
|
644
|
|
|
$
|
36.06
|
|
|
1.4 years
|
|
$
|
49
|
|
Vested at December 31, 2014
|
|
644
|
|
|
$
|
36.06
|
|
|
1.4 years
|
|
$
|
49
|
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
($ in millions, except per share amounts)
|
|
1st Qtr
|
|
2nd Qtr
|
|
3rd Qtr
|
|
4th Qtr
(1)
|
||||||||
Sales and service revenues
|
|
$
|
1,594
|
|
|
$
|
1,719
|
|
|
$
|
1,717
|
|
|
$
|
1,927
|
|
Operating income (loss)
|
|
159
|
|
|
181
|
|
|
171
|
|
|
144
|
|
||||
Earnings (loss) before income taxes
|
|
132
|
|
|
152
|
|
|
144
|
|
|
79
|
|
||||
Net earnings (loss)
|
|
90
|
|
|
100
|
|
|
96
|
|
|
52
|
|
||||
Dividends declared per share
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.40
|
|
Basic earnings (loss) per share
|
|
$
|
1.83
|
|
|
$
|
2.05
|
|
|
$
|
1.97
|
|
|
$
|
1.07
|
|
Diluted earnings (loss) per share
|
|
$
|
1.81
|
|
|
$
|
2.04
|
|
|
$
|
1.96
|
|
|
$
|
1.05
|
|
|
|
Year Ended December 31, 2013
|
||||||||||||||
($ in millions, except per share amounts)
|
|
1st Qtr
|
|
2nd Qtr
|
|
3rd Qtr
|
|
4th Qtr
|
||||||||
Sales and service revenues
|
|
$
|
1,562
|
|
|
$
|
1,683
|
|
|
$
|
1,637
|
|
|
$
|
1,938
|
|
Operating income (loss)
|
|
95
|
|
|
116
|
|
|
127
|
|
|
174
|
|
||||
Earnings (loss) before income taxes
|
|
65
|
|
|
87
|
|
|
99
|
|
|
143
|
|
||||
Net earnings (loss)
|
|
44
|
|
|
57
|
|
|
69
|
|
|
91
|
|
||||
Dividends declared per share
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.20
|
|
Basic earnings (loss) per share
|
|
$
|
0.88
|
|
|
$
|
1.14
|
|
|
$
|
1.38
|
|
|
$
|
1.86
|
|
Diluted earnings (loss) per share
|
|
$
|
0.87
|
|
|
$
|
1.12
|
|
|
$
|
1.36
|
|
|
$
|
1.82
|
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
($ in millions)
|
|
Huntington Ingalls Industries, Inc.
|
|
Subsidiary Guarantors
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales and service revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product sales
|
|
$
|
—
|
|
|
$
|
5,712
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,712
|
|
Service revenues
|
|
—
|
|
|
1,202
|
|
|
63
|
|
|
(20
|
)
|
|
1,245
|
|
|||||
Total sales and service revenues
|
|
—
|
|
|
6,914
|
|
|
63
|
|
|
(20
|
)
|
|
6,957
|
|
|||||
Cost of sales and service revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of product sales
|
|
—
|
|
|
4,489
|
|
|
—
|
|
|
—
|
|
|
4,489
|
|
|||||
Cost of service revenues
|
|
—
|
|
|
1,018
|
|
|
53
|
|
|
(20
|
)
|
|
1,051
|
|
|||||
Income (loss) from operating investments, net
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
General and administrative expenses
|
|
—
|
|
|
718
|
|
|
8
|
|
|
—
|
|
|
726
|
|
|||||
Goodwill impairment
|
|
—
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|||||
Operating income (loss)
|
|
—
|
|
|
653
|
|
|
2
|
|
|
—
|
|
|
655
|
|
|||||
Interest expense
|
|
(142
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|||||
Other income, net
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Equity in earnings (loss) of subsidiaries
|
|
433
|
|
|
—
|
|
|
—
|
|
|
(433
|
)
|
|
—
|
|
|||||
Earnings (loss) before income taxes
|
|
292
|
|
|
646
|
|
|
2
|
|
|
(433
|
)
|
|
507
|
|
|||||
Federal income taxes
|
|
(46
|
)
|
|
215
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|||||
Net earnings (loss)
|
|
$
|
338
|
|
|
$
|
431
|
|
|
$
|
2
|
|
|
$
|
(433
|
)
|
|
$
|
338
|
|
Other comprehensive income (loss), net of tax
|
|
(341
|
)
|
|
(341
|
)
|
|
—
|
|
|
341
|
|
|
(341
|
)
|
|||||
Comprehensive income (loss)
|
|
$
|
(3
|
)
|
|
$
|
90
|
|
|
$
|
2
|
|
|
$
|
(92
|
)
|
|
$
|
(3
|
)
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
($ in millions)
|
|
Huntington Ingalls Industries, Inc.
|
|
Subsidiary Guarantors
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales and service revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product sales
|
|
$
|
—
|
|
|
$
|
5,801
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,801
|
|
Service revenues
|
|
—
|
|
|
1,019
|
|
|
24
|
|
|
(24
|
)
|
|
1,019
|
|
|||||
Total sales and service revenues
|
|
—
|
|
|
6,820
|
|
|
24
|
|
|
(24
|
)
|
|
6,820
|
|
|||||
Cost of sales and service revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of product sales
|
|
—
|
|
|
4,695
|
|
|
—
|
|
|
—
|
|
|
4,695
|
|
|||||
Cost of service revenues
|
|
—
|
|
|
888
|
|
|
24
|
|
|
(24
|
)
|
|
888
|
|
|||||
Income (loss) from operating investments, net
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
General and administrative expenses
|
|
—
|
|
|
739
|
|
|
—
|
|
|
—
|
|
|
739
|
|
|||||
Operating income (loss)
|
|
—
|
|
|
512
|
|
|
—
|
|
|
—
|
|
|
512
|
|
|||||
Interest expense
|
|
(110
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(118
|
)
|
|||||
Equity in earnings (loss) of subsidiaries
|
|
334
|
|
|
—
|
|
|
—
|
|
|
(334
|
)
|
|
—
|
|
|||||
Earnings (loss) before income taxes
|
|
224
|
|
|
504
|
|
|
—
|
|
|
(334
|
)
|
|
394
|
|
|||||
Federal income taxes
|
|
(37
|
)
|
|
170
|
|
|
—
|
|
|
—
|
|
|
133
|
|
|||||
Net earnings (loss)
|
|
$
|
261
|
|
|
$
|
334
|
|
|
$
|
—
|
|
|
$
|
(334
|
)
|
|
$
|
261
|
|
Other comprehensive income (loss), net of tax
|
|
705
|
|
|
705
|
|
|
—
|
|
|
(705
|
)
|
|
705
|
|
|||||
Comprehensive income (loss)
|
|
$
|
966
|
|
|
$
|
1,039
|
|
|
$
|
—
|
|
|
$
|
(1,039
|
)
|
|
$
|
966
|
|
|
|
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
|
)
|
|||||
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
|
)
|
|
|
December 31, 2014
|
||||||||||||||||||
($ in millions)
|
|
Huntington Ingalls Industries, Inc.
|
|
Subsidiary Guarantors
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
980
|
|
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
990
|
|
Accounts receivable, net
|
|
—
|
|
|
1,022
|
|
|
16
|
|
|
—
|
|
|
1,038
|
|
|||||
Inventoried costs, net
|
|
—
|
|
|
339
|
|
|
—
|
|
|
—
|
|
|
339
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
129
|
|
|
—
|
|
|
—
|
|
|
129
|
|
|||||
Prepaid expenses and other current assets
|
|
1
|
|
|
48
|
|
|
5
|
|
|
(4
|
)
|
|
50
|
|
|||||
Total current assets
|
|
981
|
|
|
1,542
|
|
|
27
|
|
|
(4
|
)
|
|
2,546
|
|
|||||
Property, plant, and equipment, net
|
|
—
|
|
|
1,790
|
|
|
2
|
|
|
—
|
|
|
1,792
|
|
|||||
Other Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
—
|
|
|
1,026
|
|
|
—
|
|
|
—
|
|
|
1,026
|
|
|||||
Other purchased intangibles, net of accumulated amortization
|
|
—
|
|
|
547
|
|
|
—
|
|
|
—
|
|
|
547
|
|
|||||
Pension plan asset
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||
Long-term deferred tax assets
|
|
—
|
|
|
212
|
|
|
—
|
|
|
—
|
|
|
212
|
|
|||||
Miscellaneous other assets
|
|
30
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
129
|
|
|||||
Investment in subsidiaries
|
|
3,421
|
|
|
—
|
|
|
—
|
|
|
(3,421
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
|
—
|
|
|
1,469
|
|
|
—
|
|
|
(1,469
|
)
|
|
—
|
|
|||||
Total other assets
|
|
3,451
|
|
|
3,370
|
|
|
—
|
|
|
(4,890
|
)
|
|
1,931
|
|
|||||
Total assets
|
|
$
|
4,432
|
|
|
$
|
6,702
|
|
|
$
|
29
|
|
|
$
|
(4,894
|
)
|
|
$
|
6,269
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
|
$
|
—
|
|
|
$
|
265
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
269
|
|
Accrued employees’ compensation
|
|
—
|
|
|
247
|
|
|
1
|
|
|
—
|
|
|
248
|
|
|||||
Current portion of long-term debt
|
|
108
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|||||
Current portion of workers’ compensation liabilities
|
|
—
|
|
|
221
|
|
|
—
|
|
|
—
|
|
|
221
|
|
|||||
Current portion of postretirement plan liabilities
|
|
—
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|||||
Advance payments and billings in excess of revenues
|
|
—
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|||||
Other current liabilities
|
|
15
|
|
|
234
|
|
|
4
|
|
|
(4
|
)
|
|
249
|
|
|||||
Total current liabilities
|
|
123
|
|
|
1,184
|
|
|
9
|
|
|
(4
|
)
|
|
1,312
|
|
|||||
Long-term debt
|
|
1,488
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
1,592
|
|
|||||
Other postretirement plan liabilities
|
|
—
|
|
|
507
|
|
|
—
|
|
|
—
|
|
|
507
|
|
|||||
Pension plan liabilities
|
|
—
|
|
|
939
|
|
|
—
|
|
|
—
|
|
|
939
|
|
|||||
Workers’ compensation liabilities
|
|
—
|
|
|
449
|
|
|
—
|
|
|
—
|
|
|
449
|
|
|||||
Deferred tax liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities
|
|
—
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|||||
Intercompany liabilities
|
|
1,456
|
|
|
—
|
|
|
13
|
|
|
(1,469
|
)
|
|
—
|
|
|||||
Total liabilities
|
|
3,067
|
|
|
3,288
|
|
|
22
|
|
|
(1,473
|
)
|
|
4,904
|
|
|||||
Stockholders’ equity
|
|
1,365
|
|
|
3,414
|
|
|
7
|
|
|
(3,421
|
)
|
|
1,365
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
4,432
|
|
|
$
|
6,702
|
|
|
$
|
29
|
|
|
$
|
(4,894
|
)
|
|
$
|
6,269
|
|
|
|
December 31, 2013
|
||||||||||||||||||
($ in millions)
|
|
Huntington Ingalls Industries, Inc.
|
|
Subsidiary Guarantors
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
1,042
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1,043
|
|
Accounts receivable, net
|
|
—
|
|
|
1,123
|
|
|
—
|
|
|
—
|
|
|
1,123
|
|
|||||
Inventoried costs, net
|
|
—
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
311
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
170
|
|
|
—
|
|
|
—
|
|
|
170
|
|
|||||
Prepaid expenses and other current assets
|
|
—
|
|
|
30
|
|
|
5
|
|
|
(6
|
)
|
|
29
|
|
|||||
Total current assets
|
|
1,042
|
|
|
1,634
|
|
|
6
|
|
|
(6
|
)
|
|
2,676
|
|
|||||
Property, plant, and equipment, net
|
|
—
|
|
|
1,897
|
|
|
—
|
|
|
—
|
|
|
1,897
|
|
|||||
Other Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
—
|
|
|
881
|
|
|
—
|
|
|
—
|
|
|
881
|
|
|||||
Other purchased intangibles, net of accumulated amortization
|
|
—
|
|
|
528
|
|
|
—
|
|
|
—
|
|
|
528
|
|
|||||
Pension plan assets
|
|
—
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|||||
Miscellaneous other assets
|
|
35
|
|
|
84
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|||||
Investment in subsidiaries
|
|
3,295
|
|
|
—
|
|
|
—
|
|
|
(3,295
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
|
—
|
|
|
1,152
|
|
|
—
|
|
|
(1,152
|
)
|
|
—
|
|
|||||
Total other assets
|
|
3,330
|
|
|
2,769
|
|
|
—
|
|
|
(4,447
|
)
|
|
1,652
|
|
|||||
Total assets
|
|
$
|
4,372
|
|
|
$
|
6,300
|
|
|
$
|
6
|
|
|
$
|
(4,453
|
)
|
|
$
|
6,225
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
|
$
|
—
|
|
|
$
|
337
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
337
|
|
Accrued employees’ compensation
|
|
—
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|||||
Current portion of long-term debt
|
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|||||
Current portion of workers’ compensation liabilities
|
|
—
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|||||
Current portion of postretirement plan liabilities
|
|
—
|
|
|
139
|
|
|
—
|
|
|
—
|
|
|
139
|
|
|||||
Advance payments and billings in excess of revenues
|
|
—
|
|
|
115
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|||||
Other current liabilities
|
|
25
|
|
|
237
|
|
|
6
|
|
|
(6
|
)
|
|
262
|
|
|||||
Total current liabilities
|
|
104
|
|
|
1,288
|
|
|
6
|
|
|
(6
|
)
|
|
1,392
|
|
|||||
Long-term debt
|
|
1,595
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
1,700
|
|
|||||
Other postretirement plan liabilities
|
|
—
|
|
|
477
|
|
|
—
|
|
|
—
|
|
|
477
|
|
|||||
Pension plan liabilities
|
|
—
|
|
|
529
|
|
|
—
|
|
|
—
|
|
|
529
|
|
|||||
Workers’ compensation liabilities
|
|
—
|
|
|
419
|
|
|
—
|
|
|
—
|
|
|
419
|
|
|||||
Deferred tax liabilities
|
|
—
|
|
|
83
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|||||
Other long-term liabilities
|
|
—
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|||||
Intercompany liabilities
|
|
1,152
|
|
|
—
|
|
|
—
|
|
|
(1,152
|
)
|
|
—
|
|
|||||
Total liabilities
|
|
2,851
|
|
|
3,005
|
|
|
6
|
|
|
(1,158
|
)
|
|
4,704
|
|
|||||
Stockholders’ equity
|
|
1,521
|
|
|
3,295
|
|
|
—
|
|
|
(3,295
|
)
|
|
1,521
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
4,372
|
|
|
$
|
6,300
|
|
|
$
|
6
|
|
|
$
|
(4,453
|
)
|
|
$
|
6,225
|
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
($ in millions)
|
|
Huntington Ingalls Industries, Inc.
|
|
Subsidiary Guarantors
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(57
|
)
|
|
$
|
779
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
716
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant, and equipment
|
|
—
|
|
|
(165
|
)
|
|
—
|
|
|
—
|
|
|
(165
|
)
|
|||||
Acquisitions of businesses, net of cash received
|
|
—
|
|
|
(275
|
)
|
|
3
|
|
|
—
|
|
|
(272
|
)
|
|||||
Proceeds from insurance settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net funding from (to) parent
|
|
—
|
|
|
(312
|
)
|
|
8
|
|
|
304
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
—
|
|
|
(752
|
)
|
|
11
|
|
|
304
|
|
|
(437
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of long-term debt
|
|
600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600
|
|
|||||
Repayment of long-term debt
|
|
(679
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(679
|
)
|
|||||
Debt issuance costs
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||
Tender premium and fees related to early extinguishment of debt
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|||||
Repurchases of common stock
|
|
(138
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|||||
Dividends paid
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|||||
Employee taxes on certain share-based payment arrangements
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|||||
Proceeds from stock option exercises
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Excess tax benefit related to stock-based compensation
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Net funding from (to) subsidiary
|
|
304
|
|
|
—
|
|
|
—
|
|
|
(304
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
(5
|
)
|
|
(23
|
)
|
|
—
|
|
|
(304
|
)
|
|
(332
|
)
|
|||||
Change in cash and cash equivalents
|
|
(62
|
)
|
|
4
|
|
|
5
|
|
|
—
|
|
|
(53
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
|
1,042
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1,043
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
980
|
|
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
990
|
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
($ in millions)
|
|
Huntington Ingalls Industries, Inc.
|
|
Subsidiary Guarantors
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(72
|
)
|
|
$
|
308
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
236
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant, and equipment
|
|
—
|
|
|
(139
|
)
|
|
—
|
|
|
—
|
|
|
(139
|
)
|
|||||
Proceeds from insurance settlement
|
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|||||
Net funding from (to) parent
|
|
—
|
|
|
(251
|
)
|
|
—
|
|
|
251
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
—
|
|
|
(332
|
)
|
|
—
|
|
|
251
|
|
|
(81
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of long-term debt
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|||||
Debt issuance costs
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Repurchases of common stock
|
|
(119
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
|||||
Dividends paid
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||||
Proceeds from stock option exercises
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Excess tax benefit related to stock-based compensation
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||
Net funding from (to) subsidiary
|
|
251
|
|
|
—
|
|
|
—
|
|
|
(251
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
58
|
|
|
24
|
|
|
—
|
|
|
(251
|
)
|
|
(169
|
)
|
|||||
Change in cash and cash equivalents
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
|
1,056
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1,057
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
1,042
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1,043
|
|
|
|
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 funding from (to) parent
|
|
—
|
|
|
(231
|
)
|
|
—
|
|
|
231
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
—
|
|
|
(393
|
)
|
|
—
|
|
|
231
|
|
|
(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
|
|
|||||
Net funding from (to) subsidiary
|
|
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
|
|
|
|
|
|
|
/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
|
|
1,955,024
|
|
|
$36.06
|
|
4,078,093
|
|
|
Equity compensation plans not approved by security holders
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
1,955,024
|
|
|
$36.06
|
|
4,078,093
|
|
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, 2012
|
|
|
|
|
|
|
|
|
||||||||
Valuation allowance for deferred tax assets
|
|
$
|
18
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Valuation allowance for deferred tax assets
|
|
21
|
|
|
(9
|
)
|
|
—
|
|
|
12
|
|
||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Valuation allowance for deferred tax assets
|
|
$
|
12
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
14
|
|
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
|
|
|
Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2014).
|
|
|
|
|
3.3
|
|
|
Restated Bylaws of Huntington Ingalls Industries, Inc. (incorporated by reference to Exhibit 3(ii) to the Company's Current Report on Form 8-K filed on May 6, 2013).
|
|
|
|
|
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
|
|
|
Form of Supplemental Indenture among Huntington Ingalls Industries, Inc., the Guarantors party thereto, and The Bank of New York Mellon, as trustee, to add Guarantors to Indenture dated as of March 11, 2011, and Schedule of Guarantors that have executed such supplemental indenture.
|
|
|
|
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) and Amendment to Appendix G to the plan.
|
|
|
|
|
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 (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K filed on February 27, 2013).
|
|
|
|
|
10.31*
|
|
|
Form of Award Certificate applicable to Restricted Performance Stock Rights Granted Under the 2011 and 2012 Long-Term Incentive Stock Plans (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K filed on February 27, 2014).
|
|
|
|
|
10.32*
|
|
|
Form of Award Certificate applicable to Restricted Stock Rights Granted Under the 2011 and 2012 Long-Term Incentive Stock Plans (incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K filed on February 27, 2014).
|
|
|
|
|
10.33*
|
|
|
Form of Award Certificate applicable to Stock Options Granted Under the 2011 and 2012 Long-Term Incentive Stock Plans (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K filed on February 27, 2014).
|
|
|
|
|
10.34*
|
|
|
Amendment to Terms and Conditions Applicable to 2012, 2013 and 2014 Restricted Performance Stock Rights of Irwin F. Edenzon (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 17, 2013).
|
|
|
|
|
10.35*
|
|
|
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).
|
|
|
|
|
10.36*
|
|
|
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 7 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 Consolidated Statements of Operations and Comprehensive Income, (ii) the Consolidated Statements of Financial Position, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Changes in Equity, and (v) the Notes to 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 19, 2015
|
|
|
|
|
|
/s/ Barbara A. Niland
|
|
Corporate Vice President, Business
|
|
|
Barbara A. Niland
|
|
Management and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
February 19, 2015
|
|
|
|
|
|
/s/ Douglass L. Fontaine II
|
|
Corporate Vice President, Controller
|
|
|
Douglass L. Fontaine II
|
|
and Chief Accounting Officer
|
|
|
|
|
(Principal Accounting Officer)
|
|
February 19, 2015
|
/s/ Thomas B. Fargo
|
|
|
|
|
Thomas B. Fargo
|
|
Chairman
|
|
February 19, 2015
|
|
|
|
|
|
/s/ Robert F. Bruner
|
|
|
|
|
Robert F. Bruner
|
|
Director
|
|
February 19, 2015
|
|
|
|
|
|
/s/ Victoria D. Harker
|
|
|
|
|
Victoria D. Harker
|
|
Director
|
|
February 19, 2015
|
|
|
|
|
|
/s/ Anastasia D. Kelly
|
|
|
|
|
Anastasia D. Kelly
|
|
Director
|
|
February 19, 2015
|
|
|
|
|
|
/s/ Paul D. Miller
|
|
|
|
|
Paul D. Miller
|
|
Director
|
|
February 19, 2015
|
|
|
|
|
|
/s/ Thomas C. Schievelbein
|
|
|
|
|
Thomas C. Schievelbein
|
|
Director
|
|
February 19, 2015
|
|
|
|
|
|
/s/ Karl M. von der Heyden
|
|
|
|
|
Karl M. von der Heyden
|
|
Director
|
|
February 19, 2015
|
Attention:
|
Office of Corporate Secretary
|
|
|
Year Ended December 31
|
||||||||||||||||||
($ in millions)
|
|
2014
(1)
|
|
2013
|
|
2012
|
|
2011
(2)
|
|
2010
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from continuing operations before income taxes
|
|
$
|
507
|
|
|
$
|
394
|
|
|
$
|
241
|
|
|
$
|
(4
|
)
|
|
$
|
199
|
|
Amortization of Capitalized Interest
|
|
1
|
|
|
2
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|||||
Interest Capitalized
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||||
Net adjustment for earnings from affiliates
|
|
(2
|
)
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed and capitalized, including amortization of debt issuance
|
|
151
|
|
|
118
|
|
|
119
|
|
|
106
|
|
|
43
|
|
|||||
Portion of rental expenses on operating leases deemed to be representative of the interest factor
(3)
|
|
18
|
|
|
15
|
|
|
15
|
|
|
15
|
|
|
15
|
|
|||||
Total Earnings
|
|
$
|
673
|
|
|
$
|
531
|
|
|
$
|
377
|
|
|
$
|
118
|
|
|
$
|
258
|
|
Fixed Charges:
|
|
$
|
169
|
|
|
$
|
133
|
|
|
$
|
134
|
|
|
$
|
121
|
|
|
$
|
58
|
|
Ratio of earnings to fixed charges
|
|
4.0
|
|
|
4.0
|
|
|
2.8
|
|
|
1.0
|
|
|
4.4
|
|
Name of Subsidiary
|
|
Jurisdiction of Organization
|
|
Ownership Percentage
|
AMSEC LLC
|
|
Delaware
|
|
100%
|
Avondale Engineering & Construction Company
|
|
Delaware
|
|
100%
|
Continental Maritime of San Diego, Inc.
|
|
California
|
|
100%
|
Fleet Services Holding Corp.
|
|
Delaware
|
|
100%
|
HII Services Corporation
|
|
Delaware
|
|
100%
|
Huntington Ingalls Engineering Services, Inc.
|
|
Delaware
|
|
100%
|
Huntington Ingalls Incorporated
|
|
Virginia
|
|
100%
|
Huntington Ingalls Industries Energy and Environmental
Services, Inc.
|
|
Delaware
|
|
100%
|
Huntington Ingalls Industries International Shipbuilding, Inc.
|
|
Nevada
|
|
100%
|
Huntington Ingalls Industries Risk Management LLC
|
|
Vermont
|
|
100%
|
Huntington Ingalls Unmanned Maritime Systems, Inc.
|
|
Delaware
|
|
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%
|
Pegasus International, Inc.
|
|
Texas
|
|
100%
|
Pegasus International Services, Inc.
|
|
Nevada
|
|
100%
|
Pegasus International (UK), LTD
|
|
United Kingdom
|
|
100%
|
Quest Project Personnel, Inc.
|
|
Texas
|
|
100%
|
Southwest Survey Inc.
|
|
Texas
|
|
100%
|
Stoller Newport News Nuclear, Inc.
|
|
Delaware
|
|
100%
|
TITAN II Inc.
|
|
Delaware
|
|
100%
|
Undersea Solutions Corporation
|
|
Delaware
|
|
100%
|
Universal Cayman, Inc.
|
|
Cayman Islands
|
|
100%
|
Universal Destinations LLC
|
|
Texas
|
|
100%
|
Universal Ensco, Inc.
|
|
Texas
|
|
100%
|
UniversalPegasus International Holdings, Inc.
|
|
Delaware
|
|
100%
|
UniversalPegasus International, Inc.
|
|
Delaware
|
|
100%
|
UniversalPegasus Power Services, Inc.
|
|
Delaware
|
|
100%
|
UniversalPegasus International Trinidad and Tobago Limited
|
|
Trinidad and Tobago
|
|
86.5%
|
UniversalPegasus International Canada, Inc.
|
|
Canada - Alberta
|
|
100%
|
UP International, Inc.
|
|
Delaware
|
|
100%
|
UPI Projects Canada Ltd.
|
|
Canada - Alberta
|
|
100%
|
UPI (EG), LLC
|
|
Texas
|
|
100%
|
UP Support Services, Inc.
|
|
Delaware
|
|
100%
|
UP Verification Trinidad and Tobago Limited
|
|
Trinidad and Tobago
|
|
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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
|