NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
Huntington Ingalls Industries, Inc. ("HII" or the "Company") is one of America’s largest military shipbuilding companies and a provider of professional services to partners in government and industry. HII is organized into three reportable segments: Ingalls Shipbuilding ("Ingalls"), Newport News Shipbuilding ("Newport News"), and Technical Solutions. For more than a century, the Company's Ingalls segment in Mississippi and Newport News segment in Virginia have built more ships in more ship classes than any other U.S. naval shipbuilder. The Technical Solutions segment provides a range of services to the government and commercial customers.
HII conducts most of its business with the U.S. Government, primarily the Department of Defense ("DoD"). As prime contractor, principal subcontractor, team member, or partner, the Company participates in many high-priority U.S. defense programs. Through its Ingalls segment, HII is a builder of amphibious assault and expeditionary warfare ships for the U.S. Navy, the sole builder of National Security Cutters for the U.S. Coast Guard, and one of only two companies that builds the Navy's current fleet of Arleigh Burke class (DDG 51) destroyers. Through its Newport News segment, HII is the nation's sole designer, builder and refueler of nuclear-powered aircraft carriers, and one of only two companies currently designing and building nuclear-powered submarines for the U.S. Navy. The Technical Solutions segment provides a wide range of professional services and products, including defense and federal solutions ("DFS"), nuclear and environmental services, and unmanned systems.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements of HII and its subsidiaries have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the instructions to Form 10-K promulgated by the Securities and Exchange Commission ("SEC"). All intercompany transactions and balances are eliminated in consolidation. For classification of current assets and liabilities related to its long-term production contracts, the Company uses the duration of these contracts as its operating cycle, which is generally longer than one year.
Accounting Estimates - The preparation of the Company's consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared on the basis of the most current and best available information, and actual results could differ materially from those estimates.
Additionally, the Company has incorporated realized and estimated future effects of the global outbreak of coronavirus disease 2019 (“COVID-19”), including, among other things, impacts from orders of civil authorities associated with COVID-19 and steps taken to mitigate the effects of COVID-19 (collectively, “COVID-19 Events”), with respect to contract costs and revenue recognition, effective income tax rates, and the fair values of the Company’s long-lived assets, financial instruments, intangible assets, and goodwill recorded at our reporting units. For the year ended December 31, 2020, the Company recognized across all programs an aggregate unfavorable impact on operating margin of $61 million for delay and disruption from lower employee attendance, limited availability of critical skills, and out-of-sequence work directly attributable to COVID-19 Events. While costs related to COVID-19 Events are allowable under U.S. Government contracts, the Company's estimates of the effects of COVID-19 Events reflect uncertainty regarding the Company's ability to recover the full costs related to COVID-19 Events under government relief actions such as the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") and U.S. Department of Defense ("DoD") guidance. For the year ended December 31, 2021, the Company did not have a material impact on its operating margin directly attributable to COVID-19 Events.
Revenue Recognition - Most of the Company's revenues are derived from long-term contracts for the production of goods and services provided to its U.S. Government customers. The Company generally recognizes revenues on contracts with U.S. Government customers over time using a cost-to-cost measure of progress. The use of the cost-to-cost method to measure performance progress over time is supported by clauses in the related contracts that allow the customer to unilaterally terminate the contract for convenience, pay the Company for costs incurred plus a reasonable profit, and take control of any work in process. The Company utilizes the cost-to-cost method to
measure performance progress, because it best reflects the continuous transfer of control over the related goods and services to the customer as the Company satisfies its performance obligations.
When the customer is not a U.S. Government entity, the Company may recognize revenue over time or at a point in time when control transfers upon delivery, depending upon the facts and circumstances of the related arrangement. When the Company determines that revenue should be recognized over time, the Company utilizes a measure of progress that best depicts the transfer of control of the relevant goods and services to the customer. Generally, the terms and conditions of the contracts result in a transfer of control over the related goods and services as the Company satisfies its performance obligations. Accordingly, the Company recognizes revenue over time using the cost-to-cost method to measure performance progress. The Company may, however, utilize a measure of progress other than cost-to-cost, such as a labor-based measure of progress, if the terms and conditions of the arrangement require such accounting.
When using the cost-to-cost method to measure performance progress, certain contracts may include costs that are not representative of performance progress, such as large upfront purchases of uninstalled materials, unexpected waste, or inefficiencies. In these cases, the Company adjusts its measure of progress to exclude such costs, with the goal of better reflecting the transfer of control over the related goods or services to the customer and recognizing revenue only to the extent of the costs incurred that reflect the Company's performance under the contract.
In addition, for time and material arrangements, the Company often utilizes the practical expedient allowing the recognition of revenue in the amount the Company invoices, which corresponds with the value provided to the customer and to which the Company is entitled to payment for performance to date.
A performance obligation is a promise to transfer a distinct good or service to the customer and is the unit of account for which revenue is recognized. To determine the proper revenue recognition method, consideration is given to whether two or more contracts should be combined and accounted for as one contract and whether a single contract consists of more than one performance obligation. For contracts with multiple performance obligations, the contract transaction price is allocated to each performance obligation using an estimate of the standalone selling price based upon expected cost plus a margin at contract inception, which is generally the price disclosed in the contract. Contracts are often modified to account for changes in contract specifications and requirements. In the majority of circumstances, modifications do not result in additional performance obligations that are distinct from the existing performance obligations in the contract, and the effects of the modifications are recognized as an adjustment to revenue on a cumulative catch-up basis. Alternatively, in instances in which the performance obligations in the modifications are deemed distinct, contract modifications are accounted for prospectively.
The amount of revenue recognized as the Company satisfies performance obligations associated with contracts with customers is based upon the determination of transaction price. Transaction price reflects the amount of consideration to which the Company expects to be entitled for performance under the terms and conditions of the relevant contract and may reflect fixed and variable components, including shareline incentive fees whereby the value of the contract is variable based upon the amount of costs incurred, as well as other incentive fees based upon achievement of contractual schedule commitments or other specified criteria in the contract. Shareline incentive fees are determined based upon the formula under the relevant contract using the Company’s estimated cost to complete for each period. The Company generally utilizes a most likely amount approach to estimate variable consideration. In all such instances, the estimated revenues represent those amounts for which the Company believes a significant reversal of revenue is not probable.
Contract Estimates - In estimating contract costs, the Company utilizes a profit-booking rate based upon performance expectations that takes into consideration a number of assumptions and estimates regarding risks related to technical requirements, feasibility, schedule, and contract costs. Management performs periodic reviews of the contracts to evaluate the underlying risks, which may increase the profit-booking rate as the Company is able to mitigate and retire such risks. Conversely, if the Company is not able to retire these risks, cost estimates may increase, resulting in a lower profit-booking rate.
The cost estimation process requires significant judgment based upon the professional knowledge and experience of the Company’s engineers, program managers, and financial professionals. Factors considered in estimating the work to be completed and ultimate contract recovery include the availability, productivity, and cost of labor, the nature and complexity of the work to be performed, the effect of change orders, the availability of
materials, the effect of any performance delays, the availability and timing of funding from the customer, and the recoverability of any claims included in the estimates to complete.
Changes in estimates of sales, costs, and profits on a performance obligation are recognized using the cumulative catch-up method of accounting, which recognizes in the current period the cumulative effect of the changes in current and prior periods. A significant change in an estimate on one or more contracts in a period could have a material effect on the Company's consolidated financial position or results of operations for that period.
When estimates of total costs to be incurred exceed estimates of total revenue to be earned on a performance obligation related to a complex, construction-type contract, a provision for the entire loss on the performance obligation is recognized in the period the loss is determined.
Accounts Receivable - Accounts receivable include amounts related to any unconditional Company right to receive consideration and are presented as receivables in the consolidated statement of financial position, separate from other contract balances. Accounts receivable are comprised of amounts billed and currently due from customers. The Company reports accounts receivable net of an allowance for doubtful accounts. Because the Company's accounts receivable are primarily with the U.S. Government or with companies acting as a contractor to the U.S. Government, the Company does not have material exposure to accounts receivable credit risk.
Contract Assets - Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed as of the reporting date when the right to payment is not just subject to the passage of time, including retention amounts. Contract assets are classified as current assets and, in accordance with industry practice, include amounts that may be billed and collected beyond one year due to the long-term nature of many of the Company's contracts. Contract assets are transferred to accounts receivable when the right to consideration becomes unconditional.
Contract Liabilities - Contract liabilities are comprised of advance payments, billings in excess of revenues, and deferred revenue amounts. Such advances are generally not considered a significant financing component, because they are utilized to pay for contract costs within a one-year period. Contract liability amounts are recognized as revenue once the requisite performance progress has occurred.
Inventoried Costs - Inventoried costs primarily relate to company-owned raw materials, which are stated at the lower of cost or net realizable value, generally using the average-cost method, and costs capitalized pursuant to applicable provisions of the Federal Acquisition Regulation ("FAR") and U.S. Cost Accounting Standards ("CAS"). Under the Company's U.S. Government contracts, the customer asserts title to, or a security interest in, inventories related to such contracts as a result of contract advances, performance-based payments, and progress payments. In accordance with industry practice, inventoried costs are classified as current assets and include amounts related to contracts having production cycles longer than one year.
Warranty Costs - Certain of the Company’s contracts contain assurance-type warranty provisions, which generally promise that the service or vessel will comply with agreed upon specifications. In such instances, the Company accrues the estimated loss by a charge to income in the relevant period. In limited circumstances, the Company's complex construction type contracts may provide the customer with an option to purchase a warranty or provide an extended assurance service coupled with the primary assurance warranty. In such cases, the Company accounts for the warranty as a separate performance obligation to the extent it is material within the context of the contract. Warranty liabilities are reported within other current liabilities and are not material.
Government Grants - The Company recognizes incentive grants, inclusive of transfers of depreciable assets, from federal, state, and local governments at fair value upon compliance with the conditions of their receipt and reasonable assurance that the grants will be received or the depreciable assets will be transferred. Grants in recognition of specific expenses are recognized in the same period as an offset to those related expenses. Grants related to depreciable assets are recognized over the periods and in the proportions in which depreciation expense on those assets is recognized.
For the years ended December 31, 2021, 2020, and 2019, the Company recognized cash grant benefits of $20 million, $17 million, and $94 million, respectively, in other long-term liabilities in the consolidated statements of financial position.
General and Administrative Expenses - In accordance with industry practice and regulations that govern the cost accounting requirements for government contracts, most general corporate expenses incurred at both the segment and corporate locations are allowable and allocable costs on government contracts. These costs are allocated to contracts in progress on a systematic basis, and contract performance factors include this as an element of cost.
General and administrative expenses also include certain other costs that do not affect segment operating income, primarily non-current state income taxes. Non-current state income taxes include deferred state income taxes, which reflect the change in deferred state tax assets and liabilities, and the tax expense or benefit associated with changes in state unrecognized tax benefits in the relevant period.
Research and Development - Company-sponsored research and development activities primarily include independent research and development ("IR&D") related to experimentation, design, development, and test activities for government programs. IR&D expenses are included in general and administrative expenses and are generally allocable to government contracts. Company-sponsored IR&D expenses totaled $34 million, $31 million, and $23 million for the years ended December 31, 2021, 2020, and 2019, respectively. Expenses for research and development sponsored by the customer are charged directly to the related contracts.
Environmental Costs - Environmental liabilities are accrued when the Company determines remediation costs are probable and such costs are reasonably estimable. When only a range of costs is established and no amount within the range is more probable than another, the minimum amount in the range is accrued. Environmental liabilities are recorded on an undiscounted basis and are not material. Environmental expenditures are expensed or capitalized as appropriate. Capitalized expenditures, if any, relate to long-lived improvements in currently operating facilities. The Company does not record insurance recoveries before collection is probable. As of December 31, 2021 and 2020, the Company did not have any accrued receivables related to insurance reimbursements or recoveries for environmental matters.
Fair Value of Financial Instruments - The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The accounting standard provides a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The three levels of inputs consist of:
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.
Except for the Company's long-term debt, the carrying amounts of the Company's financial instruments recorded at historical cost approximate fair value due to the short-term nature of the instruments and low credit risk associated with the respective counterparties.
The Company maintains multiple grantor trusts to fund certain non-qualified pension plans. These trusts were valued at $220 million and $182 million as of December 31, 2021 and 2020, respectively, and are presented within miscellaneous other assets within the consolidated statements of financial position. These trusts consist primarily of investments in marketable securities, which are held at fair value within Level 1 of the fair value hierarchy.
Foreign Currency Translation - The Company's international subsidiaries that do not have the U.S. dollar as their functional currency translate assets and liabilities at current rates of exchange in effect at the balance sheet date. Revenues and expenses from these international subsidiaries are translated using the monthly average exchange rates in effect for the periods in which the items occur. The cumulative foreign currency translation gains and losses are included as a component of accumulated other comprehensive loss in stockholders’ equity. Gains and losses from foreign currency transactions are included in other income (expense) in the consolidated statements of operations and comprehensive income. Such amounts are not material.
Asset Retirement Obligations - Environmental remediation and/or asset decommissioning may be required when the Company ceases to utilize certain facilities. The Company records, within other current liabilities or other long-term liabilities as appropriate, all known asset retirement obligations for which the liability's fair value can be reasonably estimated, including certain asbestos removal, asset decommissioning, and lease restoration obligations. Asset retirement obligations for which the liability's fair value can be reasonably estimated were immaterial as of December 31, 2021 and 2020.
The Company also has known conditional asset retirement obligations related to assets currently in use, including certain asbestos remediation and asset decommissioning activities to be performed in the future, that were not reasonably estimable as of December 31, 2021, due to insufficient information about the timing and method of settlement of the obligation. Accordingly, the fair value of these obligations has not been recorded in the consolidated financial statements. A liability for these obligations is recorded in the period in which sufficient information regarding timing and method of settlement becomes available to make a reasonable estimate of the liability's fair value. In addition, there may be conditional environmental asset retirement obligations that the Company has not yet discovered.
Income Taxes - Income tax expense and other related information are based on the prevailing statutory rates for U.S. federal income taxes and the composite state income tax rate for the Company for each period presented. Non-current state income taxes include deferred state income taxes, which reflect the change in deferred state tax assets and liabilities, and the tax expense or benefit associated with changes in state unrecognized tax benefits in the relevant period. These amounts are recorded within operating income, while the current period state income tax expense, which is generally allowable and allocable to contracts, is charged to contract costs and included in cost of sales and service revenues in segment operating income.
Deferred income taxes are recorded when revenues and expenses are recognized in different periods for financial statement purposes and for tax return purposes. Deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates expected to be in effect when the deferred tax items reverse in future periods.
The Company recognizes deferred tax assets to the extent it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. Based on the Company's evaluation of these deferred tax assets, valuation allowances of $22 million were recognized as of each of December 31, 2021 and 2020.
Uncertain tax positions meeting the more-likely-than-not recognition threshold, based on the merits of the position, are recognized in the financial statements. The Company recognizes the amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. If a tax position does not meet the minimum statutory threshold to avoid payment of penalties, the Company recognizes an expense for the amount of the penalty in the period the tax position is claimed or expected to be claimed in its tax return. Penalties and accrued interest related to unrecognized tax benefits are recognized as a component of income tax expense. Changes in accruals associated with unrecognized tax benefits are recorded in earnings in the period in which they are determined.
Cash and Cash Equivalents - The carrying amounts of cash and cash equivalents approximate fair value due to the short-term nature of these assets, which have original maturity dates of 90 days or less.
Concentration Risk - The Company’s assets that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents with reputable financial institutions and limits the amount of credit exposure with any one of them. The Company regularly evaluates the creditworthiness of these financial institutions and minimizes this credit risk by entering into transactions with high-quality counterparties, limiting the exposure to each counterparty, and monitoring the financial condition of its counterparties.
In connection with its U.S. Government contracts, the Company is required to procure certain raw materials, components, and parts from supply sources approved by the U.S. Government. Only one supplier may exist for certain components and parts required to manufacture the Company's products.
Property, Plant, and Equipment - Depreciable properties owned by the Company are recorded at cost and depreciated over the estimated useful lives of individual assets. Major improvements are capitalized while expenditures for maintenance, repairs, and minor improvements are expensed. Costs incurred for computer software developed or purchased for internal use are capitalized and amortized over the expected useful life of the software, not to exceed nine years. Leasehold improvements are amortized over the shorter of their useful lives or the term of the lease.
The remaining assets are depreciated using the straight-line method, with the following lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years
|
Land improvements
|
|
2
|
|
-
|
|
40
|
Buildings and improvements
|
|
2
|
|
-
|
|
60
|
Capitalized software costs
|
|
3
|
|
-
|
|
9
|
Machinery and other equipment
|
|
2
|
|
-
|
|
40
|
The Company evaluates the recoverability of its property, plant, and equipment when there are changes in economic circumstances or business objectives that indicate the carrying value may not be recoverable. The Company's evaluations include estimated future cash flows, profitability, and other factors affecting fair value. As these assumptions and estimates may change over time, it may or may not be necessary to record impairment charges.
Leases - The Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys to a party the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company recognizes a lease liability at the lease commencement date, as the present value of future lease payments, using an estimated rate of interest that the Company would pay to borrow equivalent funds over an equivalent term on a collateralized basis. A lease asset is recognized based on the lease liability value and adjusted for any prepaid lease payments, initial direct costs, or lease incentive amounts. The lease term at the commencement date includes any renewal options or termination options when it is reasonably certain that the Company will exercise or not exercise those options, respectively.
Right of use assets associated with operating leases are recognized in operating lease assets in the consolidated statements of financial position. Lease liabilities associated with operating leases are recognized in long-term operating lease liabilities, with short-term lease liability amounts included in other current liabilities in the consolidated statements of financial position.
Rent expense for operating leases is recognized on a straight-line basis over the lease term and included in cost of sales and service revenues in the consolidated statements of operations and comprehensive income. Variable lease payments are recognized as incurred and include lease operating expenses, which are based on contractual lease terms.
The Company elected for all asset classes to exclude from its consolidated statements of financial position leases having terms of 12 months or less (short-term leases) and elected not to separate lease and non-lease components in the determination of lease payment obligations for its long-term lease contracts.
Assets and Liabilities Held for Sale - Assets and liabilities held for sale represent land, buildings, and other assets and liabilities that have met the criteria of “held for sale” accounting at the lower of carrying value or fair value less costs to sell. Fair value is based on the estimated proceeds from the sale of the assets utilizing recent purchase offers, market comparables, and reliable third-party data.
Goodwill and Other Intangible Assets - The Company performs impairment tests for goodwill as of November 30 of each year and between annual impairment tests if evidence of potential impairment exists, by comparing the carrying value of net assets to the fair value of the reporting unit. If the fair value is determined to be less than the carrying value, the Company records an impairment charge to the reporting unit. Purchased intangible assets are amortized on a straight-line basis or a method based on the pattern of benefits over their estimated useful lives, and the carrying value of these assets is reviewed for impairment when events indicate that a potential impairment may have occurred.
Equity Method Investments - Investments in which the Company has the ability to exercise significant influence over the investee but does not own a majority interest or otherwise control are accounted for under the equity method of accounting and included in other assets in its consolidated statements of financial position. The Company's equity investments align strategically and are integrated with the Company's operations. Accordingly, the Company's share of the net earnings or losses of the investee is included in operating income. The Company evaluates its equity investments for other than temporary impairment whenever events or changes in business circumstances indicate that the carrying amounts of such investments may not be fully recoverable. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period.
Self-Insured Group Medical Insurance - The Company maintains a self-insured group medical insurance plan. The plan is designed to provide a specified level of coverage for employees and their dependents. Estimated liabilities for incurred but not paid claims utilize actuarial methods based on various assumptions, which include, but are not limited to, HII's historical loss experience and projected loss development factors. These liabilities are recorded in other current liabilities and were immaterial.
Self-Insured Workers' Compensation Plan - The operations of the Company are subject to federal and state workers' compensation laws. The Company maintains self-insured workers' compensation plans and participates in federally administered second injury workers' compensation funds. The Company estimates the liability for claims and funding requirements on a discounted basis utilizing actuarial methods based on various assumptions, which include, but are not limited to, the Company's historical loss experience and projected loss development factors as compiled in an annual actuarial study. Self-insurance accruals include amounts related to the liability for reported claims and an estimated accrual for claims incurred but not reported. The Company's workers' compensation liability was discounted at 1.47% and 0.92% as of December 31, 2021 and 2020, respectively. These discount rates were determined using a risk-free rate based on future payment streams. Workers' compensation benefit obligations on an undiscounted basis were $785 million and $752 million as of December 31, 2021 and 2020, respectively.
Other Current Liabilities - Other current liabilities were $423 million as of December 31, 2021, and $462 million as of December 31, 2020. Payroll taxes payable, which is a component of other current liabilities, was $125 million as of December 31, 2020. No other component of other current liabilities was more than 5% of total current liabilities.
Litigation, Commitments, and Contingencies - Amounts associated with litigation, commitments, and contingencies are recorded as charges to earnings when management, after taking into consideration the facts and circumstances of each matter, including any settlement offers and projected loss or claim development factors, has determined it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
Restructuring - Restructuring related accruals are reviewed and adjusted when circumstances require. Accruals for restructuring activities include estimates primarily related to facility consolidations and closures, asset retirement obligations, long-lived asset write-downs, employment reductions, and contract termination costs. There were no restructuring accruals or activity as of and for the years ended December 31, 2021, 2020, and 2019.
Loan Receivable - The Company holds a loan receivable in connection with the financing of the sale of its previously owned Avondale Shipyard facility. The receivable was carried at amortized cost of $36 million, net of $13 million of loan discount, as of December 31, 2021, and at amortized cost of $34 million, net of $15 million loan discount, as of December 31, 2020. The loan receivable approximates fair value and is recorded in miscellaneous other assets on the consolidated statements of financial position. Interest income is recognized on an accrual basis using the effective yield method. The discount is accreted into income using the effective yield method over the estimated life of the loan receivable.
Retirement Related Benefit Costs - The Company accounts for its retirement related benefit plans on the accrual basis. The measurements of obligations, costs, assets, and liabilities require significant judgment. The costs of benefits provided by defined benefit pension plans are recorded in the period participating employees provide service. The costs of benefits provided by other postretirement benefit plans are recorded in the period participating employees attain full eligibility. The discount rate assumption is defined under GAAP as the rate at which a plan's obligation could be effectively settled. The discount rate is established for each of the retirement related benefit plans at its respective measurement date.
The expected return on plan assets component of retirement related costs is used to calculate net periodic expense. Unless plan assets and benefit obligations are subject to re-measurement during the year, the expected return on assets is based on the fair value of plan assets at the beginning of the year. The costs of plan amendments that
provide benefits already earned by plan participants (prior service costs and credits) are deferred in accumulated other comprehensive loss and amortized over the expected future service period of active participants as of the date of amendment. Actuarial gains and losses arising from differences between assumptions and actual experience or changes in assumptions are deferred in accumulated other comprehensive loss. This unrecognized amount is amortized to the extent it exceeds 10% of the greater of the plan's benefit obligation or plan assets. The amortization period for actuarial gains and losses is the estimated remaining service life of the plan participants.
The Company recognizes the funded status of each retirement related benefit plan as an asset or liability in its consolidated statements of financial position. The funded status represents the difference between the plan's benefit obligation and the fair value of the plan's assets. Unrecognized deferred amounts, such as demographic or asset gains or losses and the impacts of plan amendments, are included in accumulated other comprehensive loss and amortized as described above.
Stock Compensation - Stock-based compensation value is determined based on the closing market price of the Company's common stock on grant date, and the expense is recognized over the vesting period. At each reporting date, the number of shares is adjusted to equal the number ultimately expected to vest based on the Company's expectations regarding the relevant performance and service criteria.
3. ACCOUNTING STANDARDS UPDATES
In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans, which reduces disclosure requirements of Subtopic 715-20 and requires additional disclosure related to weighted-average interest crediting rates and significant gains and losses related to changes in the benefit obligation for the reporting period. The update was effective on a retrospective basis for fiscal years ending after December 15, 2020, with early adoption allowed. The adoption did not result in a material impact to the Company's financial results or disclosures.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends and simplifies the requirements for income taxes. The ASU was effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. The adoption did not result in a material impact to the Company's financial results or disclosures.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional exceptions to GAAP for certain transactions related to the transition away from The London Interbank Offered Rate (“LIBOR”). The amended guidance is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, borrowings) necessitated by the reference rate reform. It also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by the reference rate reform. Application of the guidance in the amendment is optional, is only available in certain situations, and is only available for companies to apply until December 31, 2022. The Company is currently evaluating the impacts of reference rate reform and the new guidance on its consolidated financial statements.
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The update requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in accordance with acquisition accounting. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company early adopted this standard in fiscal year 2021, and it did not have a material impact on the Company's consolidated financial statements.
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), which requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (“ASU 2021-10”). For transactions within scope, the new standard requires the
disclosure of information about the nature of the transaction, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transaction. The new guidance is effective for annual reporting periods beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impacts of the new guidance on its consolidated financial statements.
Other accounting pronouncements issued but not effective until after December 31, 2021, are not expected to have a material impact on the Company's consolidated financial position, results of operations, or cash flows.
4. ACQUISITIONS AND DIVESTITURES
Acquisition of Alion
On August 19, 2021, the Company acquired all of the outstanding common stock of Alion Holding Corp., the parent company of Alion Science and Technology Corporation (“Alion”), a technology-driven solutions provider. The Company accounted for the transaction as a business combination using the acquisition method of accounting in accordance with ASC 805 – “Business Combinations.” The preliminary purchase price was $1.79 billion, including $148 million of cash received in the acquisition. The purchase price was paid in cash and funded through the net proceeds of the Company’s issuance of $400 million aggregate principal amount of 0.670% Senior Notes due 2023 and $600 million aggregate principal amount of 2.043% Senior Notes due 2028, together with the proceeds of a $650 million term loan. See Note 13: Debt. The preliminary purchase price is subject to customary adjustments as provided in the purchase agreement.
Alion provides advanced engineering and R&D services in the areas of intelligence, surveillance, and reconnaissance, military training and simulation, cyber, data analytics and other next-generation technology based solutions to the DoD and intelligence community customers, with the U.S. Navy representing about one-third of current annual revenues.
The table below summarizes the preliminary fair value estimates of identifiable assets acquired and liabilities assumed in the acquisition. These estimates are subject to revisions, which may result in an adjustment to the preliminary values presented below.
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
Preliminary 8/19/2021
|
Cash and cash equivalents
|
|
$
|
148
|
|
Accounts receivable
|
|
91
|
|
Contract assets
|
|
137
|
|
Operating lease assets
|
|
46
|
|
Intangible assets
|
|
720
|
|
Other identifiable assets acquired
|
|
20
|
|
Total identifiable assets acquired
|
|
1,162
|
|
|
|
|
Trade accounts payable
|
|
95
|
Accrued employees' compensation
|
|
52
|
Deferred tax liabilities - noncurrent
|
|
131
|
Operating lease liabilities
|
|
49
|
Other identifiable liabilities assumed
|
|
68
|
Total identifiable liabilities assumed
|
|
395
|
|
|
|
Net identifiable assets acquired
|
|
767
|
Transaction price
|
|
1,791
|
Goodwill
|
|
$
|
1,024
|
|
The Company is in various phases of valuing the assets acquired and liabilities assumed in the acquisition, including intangible assets and tax balances, and its estimate of these values was still preliminary as of December 31, 2021. These provisional amounts are therefore subject to change as the Company continues to
evaluate information required to complete the valuations through the measurement period, which will not exceed one year from the acquisition date.
Goodwill is calculated as the excess of the purchase price over the fair value of the net assets acquired. The recognized goodwill is attributable to operational synergies and growth opportunities and was allocated to the Company's Technical Solutions segment. None of the goodwill resulting from this acquisition is expected to be amortizable for tax purposes.
Approximately $16 million of one-time acquisition-related costs was included in general and administrative expenses in the consolidated statements of operations and comprehensive income for the year ended December 31, 2021.
The Company identified Alion’s contract backlog and customer relationships as finite-lived assets with estimated fair values as of the acquisition date of $240 million and $480 million, respectively. The finite-lived assets are subject to amortization under the pattern of benefits method over six years for backlog and 20 years for customer relationships.
Total revenue and operating income for Alion for the period from August 19, 2021, through December 31, 2021, were as follows:
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
Period from 8/19/2021-12/31/2021
|
Sales and service revenues
|
|
$
|
506
|
|
Operating income
|
|
$
|
10
|
|
Pro Forma Financial Information
The following unaudited consolidated pro forma summary has been prepared by adjusting the Company's historical data to give effect to the acquisition of Alion as if it had occurred on January 1, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma (Unaudited)
|
|
|
Year Ended December 31
|
($ in millions, except per share amounts)
|
|
2021
|
|
2020
|
Sales and service revenues
|
|
$
|
10,364
|
|
|
$
|
10,453
|
|
Net earnings
|
|
$
|
539
|
|
|
$
|
648
|
|
Basic earnings per share
|
|
$
|
13.37
|
|
|
$
|
15.96
|
|
Diluted earnings per share
|
|
$
|
13.37
|
|
|
$
|
15.96
|
|
These unaudited pro forma results include adjustments, such as the amortization of acquired intangible assets and interest expense on debt financing, in connection with the acquisition.
The unaudited consolidated pro forma financial information was prepared in accordance with GAAP and is not necessarily indicative of the results of operations that would have occurred if the acquisition had been completed on the date indicated, nor is it indicative of the future operating results of the Company.
The unaudited pro forma results do not reflect events that either have occurred or may occur after the acquisition date, including, but not limited to, the anticipated realization of operating synergies in subsequent periods. These results also do not give effect to certain charges that the Company expects to incur in connection with the acquisition, including, but not limited to, additional professional fees and employee integration.
Other Acquisitions
In December 2020, the Company acquired the autonomy business of Spatial Integrated Systems, Inc. ("SIS"), a leading provider of autonomous technology, for approximately $40 million in cash. The acquisition further expanded the Company's unmanned systems capabilities. In connection with this acquisition, the Company preliminarily recorded $40 million of goodwill, which included the value of SIS's workforce, all of which was allocated to the Company's Technical Solutions segment. For the year ended December 31, 2021, the Company recorded a
decrease in goodwill of $13 million, due to a reallocation of purchase price to intangible assets related to technology and existing contract backlog. See Note 11: Goodwill and Other Intangible Assets. The assets, liabilities, and results of operations of SIS are not material to the Company’s consolidated financial position, results of operations, or cash flows.
In March 2020, the Company acquired Hydroid, Inc. ("Hydroid"), a leading provider of advanced marine robotics to the defense and maritime markets, for approximately $377 million in cash, net of $2 million of acquired cash. The acquisition expanded the Company's capabilities in the strategically important and rapidly growing autonomous and unmanned maritime systems market. In connection with this acquisition, the Company recorded $239 million of goodwill, which included the value of Hydroid's workforce, and $76 million of intangible assets related to technology and existing contract backlog. See Note 11: Goodwill and Other Intangible Assets. The assets, liabilities, and results of operations of Hydroid are not material to the Company’s consolidated financial position, results of operations, or cash flows.
The Company funded the SIS and Hydroid acquisitions using cash on hand, issuances of commercial paper, and borrowings on its revolving credit facility. The acquisition costs incurred in connection with these acquisitions were not material. The operating results of these businesses have been included in the Company’s consolidated results as of the respective closing dates of the acquisitions. In allocating the purchase prices of these businesses, the Company considered the estimated fair values of net tangible and intangible assets acquired, with any excess purchase price recorded as goodwill. The total amount of goodwill resulting from these acquisitions is expected to be amortizable for tax purposes. These acquisitions are not material either individually or in the aggregate, and pro forma revenues and results of operations have therefore not been provided.
Divestitures
In February 2021, the Company contributed its San Diego Shipyard (“SDSY”) business to a joint venture, Titan Acquisition Holdings, L.P. ("Titan"), in exchange for a 10% non-controlling interest. Titan is a leading provider of ship repair and specialty fabrication services to government and commercial customers. The joint venture contribution was completed as part of the Company’s operating strategy. The Company recognized its interest in Titan at fair value, which approximated $83 million. No gain or loss was recognized in the transaction. The contributed assets and liabilities were previously reported in assets and liabilities held for sale. The Company transferred $22 million to Titan as part of the exchange. As of December 31, 2021, the Company's investment in Titan of $87 million, inclusive of equity earnings, is recorded in miscellaneous other assets in the consolidated statements of financial position.
In February 2021, the Company completed the sale of its oil and gas business. The divestiture was completed as part of the Company’s plan to exit this part of the oil and gas industry and focus on its core services and customers. The divested assets and liabilities were previously reported in assets and liabilities held for sale. In connection with the sale, the Company received $25 million net cash and recorded a net pre-tax gain of $1 million in other income and gains, net within operating income in the consolidated statements of operations.
5. STOCKHOLDERS' EQUITY
Common Stock - Changes in the Company's number of outstanding shares for the year ended December 31, 2021, resulted from shares purchased in the open market under the Company's stock repurchase program and share activity under its stock compensation plans. See Note 18: Stock Compensation Plans.
Treasury Stock - In November 2019, the Company's board of directors authorized an increase in the Company's stock repurchase program from $2.2 billion to $3.2 billion and an extension of the term of the program to October 31, 2024. Repurchases are made from time to time at management's discretion in accordance with applicable federal securities laws. For the year ended December 31, 2021, the Company repurchased 544,440 shares at an aggregate cost of $101 million. For the years ended December 31, 2020 and 2019, the Company repurchased 390,904 and 1,005,762 shares, respectively, at aggregate costs of $84 million and $214 million, respectively. The cost of purchased shares is recorded as treasury stock in the consolidated statements of financial position.
Dividends - In November 2021, the Company's board of directors authorized an increase in the Company's quarterly cash dividend from $1.14 per share to $1.18 per share. In November 2020, the Company's board of directors authorized an increase in the Company's quarterly cash dividend from $1.03 per share to $1.14 per share. In November 2019, the Company's board of directors authorized an increase in the Company's quarterly cash dividend from $0.86 per share to $1.03 per share. The Company paid cash dividends totaling $186 million ($4.60 per share),
$172 million ($4.23 per share), and $149 million ($3.61 per share) in the years ended December 31, 2021, 2020, and 2019, respectively.
Accumulated Other Comprehensive Loss - Other comprehensive income (loss) refers to gains and losses recorded as an element of stockholders' equity but excluded from net earnings. The accumulated other comprehensive loss was comprised of unamortized benefit plan costs of $923 million as of December 31, 2021, and unamortized benefit plan costs of $1,546 million and other comprehensive loss items of $1 million as of December 31, 2020.
The changes in accumulated other comprehensive loss by component for the years ended December 31, 2021, 2020, and 2019, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
Benefit Plans
|
|
Other
|
|
Total
|
Balance as of December 31, 2018
|
|
$
|
(1,283)
|
|
|
$
|
(5)
|
|
|
$
|
(1,288)
|
|
Other comprehensive income (loss) before reclassifications
|
|
(265)
|
|
|
3
|
|
|
(262)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
|
|
|
|
Amortization of prior service (credit)1
|
|
(4)
|
|
|
—
|
|
|
(4)
|
|
Amortization of net actuarial loss1
|
|
102
|
|
|
—
|
|
|
102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense for items of other comprehensive income
|
|
43
|
|
|
—
|
|
|
43
|
|
Net current period other comprehensive income (loss)
|
|
(124)
|
|
|
3
|
|
|
(121)
|
|
Balance as of December 31, 2019
|
|
(1,407)
|
|
|
(2)
|
|
|
(1,409)
|
|
Other comprehensive income (loss) before reclassifications
|
|
(279)
|
|
|
2
|
|
|
(277)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
|
|
|
|
Amortization of prior service (credit)1
|
|
(10)
|
|
|
—
|
|
|
(10)
|
|
Amortization of net actuarial loss1
|
|
102
|
|
|
—
|
|
|
102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense (benefit) for items of other comprehensive income
|
|
48
|
|
|
(1)
|
|
|
47
|
|
Net current period other comprehensive income (loss)
|
|
(139)
|
|
|
1
|
|
|
(138)
|
|
Balance as of December 31, 2020
|
|
(1,546)
|
|
|
(1)
|
|
|
(1,547)
|
|
Other comprehensive income before reclassifications
|
|
720
|
|
|
—
|
|
|
720
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
|
|
|
|
Amortization of prior service cost1
|
|
11
|
|
|
—
|
|
|
11
|
|
Amortization of net actuarial loss1
|
|
107
|
|
|
—
|
|
|
107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense (benefit) for items of other comprehensive income
|
|
(215)
|
|
|
1
|
|
|
(214)
|
|
Net current period other comprehensive income
|
|
623
|
|
|
1
|
|
|
624
|
|
Balance as of December 31, 2021
|
|
$
|
(923)
|
|
|
$
|
—
|
|
|
$
|
(923)
|
|
1 These accumulated comprehensive loss components are included in the computation of net periodic benefit cost. See Note 17: Employee Pension and Other Postretirement Benefits. The tax expense associated with amounts reclassified from accumulated other comprehensive loss for the years ended December 31, 2021, 2020, and 2019, was $30 million, $23 million, and $25 million, respectively.
6. EARNINGS PER SHARE
Basic and diluted earnings per common share were calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
(in millions, except per share amounts)
|
|
2021
|
|
2020
|
|
2019
|
Net earnings
|
|
$
|
544
|
|
|
$
|
696
|
|
|
$
|
549
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
|
40.3
|
|
|
40.6
|
|
|
41.4
|
|
Net effect of dilutive stock options and awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive weighted-average common shares outstanding
|
|
40.3
|
|
|
40.6
|
|
|
41.4
|
|
|
|
|
|
|
|
|
Earnings per share - basic
|
|
$
|
13.50
|
|
|
$
|
17.14
|
|
|
$
|
13.26
|
|
Earnings per share - diluted
|
|
$
|
13.50
|
|
|
$
|
17.14
|
|
|
$
|
13.26
|
|
The Company's calculation of diluted earnings per common share includes the dilutive effects of the assumed exercise of stock options and vesting of restricted stock based on the treasury stock method. Under the treasury stock method, the Company has excluded from the diluted share amounts presented above the effects of 0.4 million Restricted Performance Stock Rights ("RPSRs") for the year ended December 31, 2021, and 0.3 million RPSRs for each of the years ended December 31, 2020 and 2019.
7. REVENUE
The following is a description of principal activities from which the Company generates its revenues. For more detailed information regarding reportable segments, see Note 8: Segment Information. For more detailed information regarding the Company's significant accounting policy for revenue, see Note 2: Summary of Significant Accounting Policies.
U.S. Government Contracts
The Ingalls and Newport News segments generate revenue primarily from performance under multi-year contracts with the U.S. Government, generally the U.S. Navy and U.S. Coast Guard, or prime contractors to contracts with the U.S. Government, relating to the advance planning, design, construction, repair, maintenance, refueling, overhaul, or inactivation of nuclear-powered ships and non-nuclear ships. The period over which the Company performs may extend past five years. The Technical Solutions segment also generates the majority of its revenue from contracts with the U.S. Government, including U.S. Government agencies. The Company generally invoices and receives related payments based upon performance progress no less frequently than monthly.
Shipbuilding - For most of the Company's shipbuilding contracts, the customer contracts with the Company to provide a comprehensive service of designing, procuring long-lead-time materials, manufacturing, and integrating complex equipment and technologies into a single ship or project, often resulting in a single performance obligation. Contract modifications to account for changes in specifications and requirements are recognized when approved by the customer. In the majority of circumstances, modifications do not result in additional performance obligations that are distinct from the existing performance obligations in the contract, and the effects of the modifications are recognized as an adjustment to revenue on a cumulative catch-up basis. Alternatively, in instances where the performance obligations in the modifications are deemed distinct, contract modifications are accounted for prospectively.
The Company considers incentive and award fees to be variable consideration and includes in the transaction price at inception the consideration to which the Company expects to be entitled under the terms and conditions of the contract, generally estimated using a most likely amount approach. Transaction price is limited to the extent of funding allotted by the customer and available for performance, and estimated revenues represent those amounts for which the Company believes a significant reversal of revenue is not probable.
The Company recognizes revenues related to shipbuilding contracts as it satisfies the related performance obligations over time using a cost-to-cost input method to measure performance progress, which best reflects the transfer of control to the customer.
Services - The Technical Solutions segment generates revenue primarily under U.S. Government contracts. Contracts generally are structured using either an Indefinite Delivery/Indefinite Quantity ("IDIQ") vehicle, under which orders are issued, or a standalone contract. Contracts may be fixed-price or cost-type, include variable consideration such as incentives and awards, and structured as task orders under an IDIQ contract vehicle or requirements contract vehicle. In either case, the Company generally performs services over a shorter duration and may continue to perform upon exercise of related period of performance options that are also shorter in duration. The Company’s performance obligations vary in nature and may be stand-ready, in which case the Company responds to the customer’s needs on the basis of its demand, a recurring service, typically recurring maintenance services, or a single performance obligation that does not comprise a series of distinct services.
In determining transaction price, the Company considers incentives and other contingencies to be variable consideration and includes in the initial transaction price the consideration to which the Company expects to be entitled under the terms and conditions of the contract, generally estimated using a most likely amount approach. Transaction price is limited to the extent of funding allotted by the customer and available for performance, and estimated revenues represent those amounts for which the Company believes a significant reversal of revenue is not probable. Where a series of distinct services has been identified, the Company generally allocates variable consideration to distinct time increments of service.
The Company generally recognizes revenue as it satisfies the related performance obligations over time using a cost-to-cost input method to measure performance progress, because, even where the Company has identified a series of services, its cost incurrence pattern generally is not ratable given the complex nature of the services the Company provides. Invoices are issued and related payments are received, on the basis of performance progress, no less frequently than monthly. In addition, many of the Company's U.S. Government services contracts are time and material arrangements. As a result, the Company often utilizes the practical expedient of allowing the recognition of revenue in the amount the Company invoices, which corresponds with the value provided to the customer and to which the Company is entitled to payment for performance to date.
Non-U.S. Government Contracts
Revenues generated under commercial and state and local government agency contracts are primarily derived from the provision of nuclear and environmental services. Non-U.S. Government contracts typically are one or two years in duration.
In determining transaction price, the Company considers incentives and other contingencies to be variable consideration and includes in the initial transaction price the consideration to which the Company expects to be entitled under the terms and conditions of the contract, generally estimated using a most likely amount approach. In the context of variable consideration, the Company limits the transaction price to amounts for which the Company believes a significant reversal of revenue is not probable. Such amounts may relate to transaction price in excess of funding, a lack of history with the customer, a lack of history with the goods or services being provided, or other items.
Revenue generally is recognized over time given the terms and conditions of the related contracts. The Company generally utilizes a cost-to-cost input method to measure performance progress, which best reflects the transfer of control to the customer. The Company’s non-U.S. Government contract portfolio is comprised of a large number of time and material arrangements. As a result, the Company often utilizes the practical expedient allowing the recognition of revenue in the amount the Company invoices, which corresponds with the value provided to the customer and to which the Company is entitled to payment for performance to date.
Disaggregation of Revenue
The following tables present revenues on a disaggregated basis, in a manner that reconciles with the Company's reportable segment disclosures, for the following categories: product versus service type, customer type, contract type, and major program. See Note 8: Segment Information. The Company believes that this level of disaggregation provides investors with information to evaluate the Company’s financial performance and provides the Company with information to make capital allocation decisions in the most appropriate manner.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2021
|
($ in millions)
|
|
Ingalls
|
|
Newport News
|
|
Technical Solutions
|
|
Intersegment Eliminations
|
|
Total
|
Revenue Type
|
|
|
|
|
|
|
|
|
|
|
Product sales
|
|
$
|
2,357
|
|
|
$
|
4,543
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
7,000
|
|
Service revenues
|
|
156
|
|
|
1,109
|
|
|
1,259
|
|
|
—
|
|
|
2,524
|
|
Intersegment
|
|
15
|
|
|
11
|
|
|
117
|
|
|
(143)
|
|
|
—
|
|
Sales and service revenues
|
|
$
|
2,528
|
|
|
$
|
5,663
|
|
|
$
|
1,476
|
|
|
$
|
(143)
|
|
|
$
|
9,524
|
|
Customer Type
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
2,513
|
|
|
$
|
5,652
|
|
|
$
|
1,310
|
|
|
$
|
—
|
|
|
$
|
9,475
|
|
Commercial
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
State and local government agencies
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Intersegment
|
|
15
|
|
|
11
|
|
|
117
|
|
|
(143)
|
|
|
—
|
|
Sales and service revenues
|
|
$
|
2,528
|
|
|
$
|
5,663
|
|
|
$
|
1,476
|
|
|
$
|
(143)
|
|
|
$
|
9,524
|
|
Contract Type
|
|
|
|
|
|
|
|
|
|
|
Firm fixed-price
|
|
$
|
33
|
|
|
$
|
41
|
|
|
$
|
205
|
|
|
$
|
—
|
|
|
$
|
279
|
|
Fixed-price incentive
|
|
2,329
|
|
|
2,913
|
|
|
5
|
|
|
—
|
|
|
5,247
|
|
Cost-type
|
|
151
|
|
|
2,698
|
|
|
894
|
|
|
—
|
|
|
3,743
|
|
Time and materials
|
|
—
|
|
|
—
|
|
|
255
|
|
|
—
|
|
|
255
|
|
Intersegment
|
|
15
|
|
|
11
|
|
|
117
|
|
|
(143)
|
|
|
—
|
|
Sales and service revenues
|
|
$
|
2,528
|
|
|
$
|
5,663
|
|
|
$
|
1,476
|
|
|
$
|
(143)
|
|
|
$
|
9,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
($ in millions)
|
|
Ingalls
|
|
Newport News
|
|
Technical Solutions
|
|
Intersegment Eliminations
|
|
Total
|
Revenue Type
|
|
|
|
|
|
|
|
|
|
|
Product sales
|
|
$
|
2,462
|
|
|
$
|
4,312
|
|
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
6,850
|
|
Service revenues
|
|
212
|
|
|
1,247
|
|
|
1,052
|
|
|
—
|
|
|
2,511
|
|
Intersegment
|
|
4
|
|
|
12
|
|
|
140
|
|
|
(156)
|
|
|
—
|
|
Sales and service revenues
|
|
$
|
2,678
|
|
|
$
|
5,571
|
|
|
$
|
1,268
|
|
|
$
|
(156)
|
|
|
$
|
9,361
|
|
Customer Type
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
2,674
|
|
|
$
|
5,558
|
|
|
$
|
882
|
|
|
$
|
—
|
|
|
$
|
9,114
|
|
Commercial
|
|
—
|
|
|
1
|
|
|
245
|
|
|
—
|
|
|
246
|
|
State and local government agencies
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Intersegment
|
|
4
|
|
|
12
|
|
|
140
|
|
|
(156)
|
|
|
—
|
|
Sales and service revenues
|
|
$
|
2,678
|
|
|
$
|
5,571
|
|
|
$
|
1,268
|
|
|
$
|
(156)
|
|
|
$
|
9,361
|
|
Contract Type
|
|
|
|
|
|
|
|
|
|
|
Firm fixed-price
|
|
$
|
50
|
|
|
$
|
15
|
|
|
$
|
222
|
|
|
$
|
—
|
|
|
$
|
287
|
|
Fixed-price incentive
|
|
2,347
|
|
|
2,719
|
|
|
29
|
|
|
—
|
|
|
5,095
|
|
Cost-type
|
|
277
|
|
|
2,825
|
|
|
465
|
|
|
—
|
|
|
3,567
|
|
Time and materials
|
|
—
|
|
|
—
|
|
|
412
|
|
|
—
|
|
|
412
|
|
Intersegment
|
|
4
|
|
|
12
|
|
|
140
|
|
|
(156)
|
|
|
—
|
|
Sales and service revenues
|
|
$
|
2,678
|
|
|
$
|
5,571
|
|
|
$
|
1,268
|
|
|
$
|
(156)
|
|
|
$
|
9,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2019
|
($ in millions)
|
|
Ingalls
|
|
Newport News
|
|
Technical Solutions
|
|
Intersegment Eliminations
|
|
Total
|
Revenue Type
|
|
|
|
|
|
|
|
|
|
|
Product sales
|
|
$
|
2,319
|
|
|
$
|
3,946
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,265
|
|
Service revenues
|
|
233
|
|
|
1,277
|
|
|
1,124
|
|
|
—
|
|
|
2,634
|
|
Intersegment
|
|
3
|
|
|
8
|
|
|
113
|
|
|
(124)
|
|
|
—
|
|
Sales and service revenues
|
|
$
|
2,555
|
|
|
$
|
5,231
|
|
|
$
|
1,237
|
|
|
$
|
(124)
|
|
|
$
|
8,899
|
|
Customer Type
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
2,552
|
|
|
$
|
5,179
|
|
|
$
|
878
|
|
|
$
|
—
|
|
|
$
|
8,609
|
|
Commercial
|
|
—
|
|
|
43
|
|
|
245
|
|
|
—
|
|
|
288
|
|
State and local government agencies
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
Intersegment
|
|
3
|
|
|
8
|
|
|
113
|
|
|
(124)
|
|
|
—
|
|
Sales and service revenues
|
|
$
|
2,555
|
|
|
$
|
5,231
|
|
|
$
|
1,237
|
|
|
$
|
(124)
|
|
|
$
|
8,899
|
|
Contract Type
|
|
|
|
|
|
|
|
|
|
|
Firm fixed-price
|
|
$
|
91
|
|
|
$
|
11
|
|
|
$
|
240
|
|
|
$
|
—
|
|
|
$
|
342
|
|
Fixed-price incentive
|
|
2,060
|
|
|
2,359
|
|
|
1
|
|
|
—
|
|
|
4,420
|
|
Cost-type
|
|
401
|
|
|
2,853
|
|
|
454
|
|
|
—
|
|
|
3,708
|
|
Time and materials
|
|
—
|
|
|
—
|
|
|
429
|
|
|
—
|
|
|
429
|
|
Intersegment
|
|
3
|
|
|
8
|
|
|
113
|
|
|
(124)
|
|
|
—
|
|
Sales and service revenues
|
|
$
|
2,555
|
|
|
$
|
5,231
|
|
|
$
|
1,237
|
|
|
$
|
(124)
|
|
|
$
|
8,899
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
|
|
Major Programs
|
|
|
|
|
|
|
|
|
Amphibious assault ships
|
|
$
|
1,328
|
|
|
$
|
1,403
|
|
|
$
|
1,336
|
|
|
|
Surface combatants and coast guard cutters
|
|
1,179
|
|
|
1,267
|
|
|
1,209
|
|
|
|
Other
|
|
21
|
|
|
8
|
|
|
10
|
|
|
|
Total Ingalls
|
|
2,528
|
|
|
2,678
|
|
|
2,555
|
|
|
|
Aircraft carriers
|
|
3,073
|
|
|
3,056
|
|
|
2,878
|
|
|
|
Submarines
|
|
1,917
|
|
|
1,727
|
|
|
1,595
|
|
|
|
Other
|
|
673
|
|
|
788
|
|
|
758
|
|
|
|
Total Newport News
|
|
5,663
|
|
|
5,571
|
|
|
5,231
|
|
|
|
Government and energy services
|
|
1,462
|
|
|
1,033
|
|
|
996
|
|
|
|
Oil and gas services
|
|
14
|
|
|
235
|
|
|
241
|
|
|
|
Total Technical Solutions
|
|
1,476
|
|
|
1,268
|
|
|
1,237
|
|
|
|
Intersegment eliminations
|
|
(143)
|
|
|
(156)
|
|
|
(124)
|
|
|
|
Sales and service revenues
|
|
$
|
9,524
|
|
|
$
|
9,361
|
|
|
$
|
8,899
|
|
|
|
As of December 31, 2021, the Company had $48.5 billion of remaining performance obligations. The Company expects to recognize approximately 19% of its remaining performance obligations as revenue through 2022, an additional 35% through 2024, and the balance thereafter.
Cumulative Catch-up Adjustments
For the year ended December 31, 2021, net cumulative catch-up adjustments increased operating income by $115 million and increased diluted earnings per share by $2.26. For the year ended December 31, 2020, net cumulative catch-up adjustments decreased operating income by $29 million and decreased diluted earnings per share by $0.56. For the year ended December 31, 2019, net cumulative catch-up adjustments increased operating income by $96 million and increased diluted earnings per share by $1.84.
No individual adjustment was material to the Company's consolidated statements of operations and comprehensive income for the year ended December 31, 2021.
Cumulative catch-up adjustments for the year ended December 31, 2020, included unfavorable adjustments of $148 million, relating to Block IV of the Virginia class (SSN 774) submarine program at the Company's Newport News segment, which decreased diluted earnings per share by $2.88. While other unfavorable cumulative catch-up adjustments for the year ended December 31, 2020, were not individually material, cost estimates for discrete delay and disruption from COVID-19 Events drove $61 million of unfavorable cumulative catch-up adjustments across our contracts, including $16 million relating to Block IV of the Virginia class (SSN 774) submarine program, which is included in the $148 million unfavorable adjustments discussed above. For the year ended December 31, 2020, no individual favorable cumulative catch-up adjustment was material to the Company's consolidated statements of operations and comprehensive income.
No individual adjustment was material to the Company's consolidated statements of operations and comprehensive income for the year ended December 31, 2019.
Contract Balances
Contract balances include accounts receivable, contract assets, and contract liabilities from contracts with customers. Accounts receivable represent an unconditional right to consideration and include amounts billed and currently due from customers. Contract assets primarily relate to the Company's rights to consideration for work completed but not billed as of the reporting date when the right to payment is not just subject to the passage of time. Fixed-price contracts are generally billed to the customer using either progress payments, whereby amounts are billed monthly as costs are incurred or work is completed, or performance-based payments, which are based upon
the achievement of specific, measurable events or accomplishments defined and valued at contract inception. Cost-type contracts are typically billed to the customer on a monthly or semi-monthly basis. Contract liabilities relate to advance payments, billings in excess of revenues, and deferred revenue amounts.
The Company reports contract balances in a net contract asset or contract liability position on a contract-by-contract basis at the end of each reporting period. The Company’s net contract assets increased $195 million from December 31, 2020 to December 31, 2021, primarily resulting from favorable cumulative catch-up adjustments and revenue on certain U.S. Navy contracts. For the year ended December 31, 2021, the Company recognized revenue of $382 million related to its contract liabilities as of December 31, 2020. For the year ended December 31, 2020, the Company recognized revenue of $266 million related to its contract liabilities as of December 31, 2019. For the year ended December 31, 2019, the Company recognized revenue of $279 million related to its contract liabilities as of December 31, 2018.
8. SEGMENT INFORMATION
The Company is organized into three reportable segments: Ingalls, Newport News, and Technical Solutions, consistent with how management makes operating decisions and assesses performance.
U.S. Government Sales - Revenues from the U.S. Government include revenues from contracts for which HII is the prime contractor, as well as contracts for which the Company is a subcontractor and the ultimate customer is the U.S. Government. The Company derived over 95% of its revenues from the U.S. Government for each of the years ended December 31, 2021, 2020, and 2019.
Assets - Substantially all of the Company's assets are located or maintained in the United States.
Results of Operations by Segment
The following table presents the Company's operating results by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Sales and Service Revenues
|
|
|
|
|
|
|
Ingalls
|
|
$
|
2,528
|
|
|
$
|
2,678
|
|
|
$
|
2,555
|
|
Newport News
|
|
5,663
|
|
|
5,571
|
|
|
5,231
|
|
Technical Solutions
|
|
1,476
|
|
|
1,268
|
|
|
1,237
|
|
Intersegment eliminations
|
|
(143)
|
|
|
(156)
|
|
|
(124)
|
|
Total sales and service revenues
|
|
$
|
9,524
|
|
|
$
|
9,361
|
|
|
$
|
8,899
|
|
Operating Income (Loss)
|
|
|
|
|
|
|
Ingalls
|
|
$
|
281
|
|
|
$
|
281
|
|
|
$
|
235
|
|
Newport News
|
|
352
|
|
|
233
|
|
|
410
|
|
Technical Solutions
|
|
50
|
|
|
41
|
|
|
(14)
|
|
|
|
|
|
|
|
|
Total segment operating income
|
|
683
|
|
|
555
|
|
|
631
|
|
Non-segment factors affecting operating income
|
|
|
|
|
|
|
Operating FAS/CAS Adjustment
|
|
(157)
|
|
|
248
|
|
|
124
|
|
Non-current state income taxes
|
|
(13)
|
|
|
(4)
|
|
|
(19)
|
|
Total operating income
|
|
$
|
513
|
|
|
$
|
799
|
|
|
$
|
736
|
|
Sales transactions between segments are generally recorded at cost.
Other Financial Information
The following tables present the Company's assets, capital expenditures, and depreciation and amortization by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Assets
|
|
|
|
|
|
|
Ingalls
|
|
$
|
1,659
|
|
|
$
|
1,612
|
|
|
1,618
|
|
Newport News
|
|
4,179
|
|
|
4,124
|
|
|
3,886
|
|
Technical Solutions
|
|
3,553
|
|
|
1,379
|
|
|
1,022
|
|
Corporate
|
|
1,236
|
|
|
1,042
|
|
|
505
|
|
Total assets
|
|
$
|
10,627
|
|
|
$
|
8,157
|
|
|
$
|
7,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Capital Expenditures(1)
|
|
|
|
|
|
|
Ingalls
|
|
$
|
72
|
|
|
$
|
104
|
|
|
$
|
182
|
|
Newport News
|
|
201
|
|
|
212
|
|
|
244
|
|
Technical Solutions
|
|
38
|
|
|
20
|
|
|
9
|
|
Corporate
|
|
—
|
|
|
—
|
|
|
1
|
|
Total capital expenditures
|
|
$
|
311
|
|
|
$
|
336
|
|
|
$
|
436
|
|
(1) Net of grant proceeds for capital expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Depreciation and Amortization(1)
|
|
|
|
|
|
|
Ingalls
|
|
$
|
74
|
|
|
$
|
73
|
|
|
$
|
70
|
|
Newport News
|
|
146
|
|
|
133
|
|
|
124
|
|
Technical Solutions
|
|
72
|
|
|
40
|
|
|
32
|
|
Corporate
|
|
1
|
|
|
1
|
|
|
1
|
|
Total depreciation and amortization
|
|
$
|
293
|
|
|
$
|
247
|
|
|
$
|
227
|
|
(1) Excluding amortization of debt issuance costs
9. ACCOUNTS RECEIVABLE AND CONTRACT ASSETS
Accounts Receivable
Accounts receivable include amounts related to any unconditional Company right to receive consideration. Substantially all amounts included in accounts receivable as of December 31, 2021, are expected to be collected in 2022. Because the Company's accounts receivable are primarily with the U.S. Government or with companies acting as a contractor to the U.S. Government, the Company does not have material exposure to accounts receivable credit risk.
Accounts receivable were comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31
|
($ in millions)
|
|
2021
|
|
2020
|
Due from U.S. Government
|
|
$
|
425
|
|
|
$
|
396
|
|
Due from other customers
|
|
17
|
|
|
3
|
|
Total accounts receivable
|
|
442
|
|
|
399
|
|
Allowances for doubtful accounts
|
|
(9)
|
|
|
(2)
|
|
Total accounts receivable, net
|
|
$
|
433
|
|
|
$
|
397
|
|
Contract Assets
Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed as of the reporting date when the right to payment is not subject solely to the passage of time. Contract assets include retention amounts, substantially all of which were under U.S. Government contracts.
Contract assets were comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31
|
($ in millions)
|
|
2021
|
|
2020
|
Due from U.S. Government
|
|
$
|
1,218
|
|
|
$
|
964
|
|
Due from other customers
|
|
92
|
|
|
85
|
|
Total contract assets
|
|
$
|
1,310
|
|
|
$
|
1,049
|
|
10. INVENTORIED COSTS, NET
Inventoried costs were comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31
|
($ in millions)
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production costs of contracts in process(1)
|
|
$
|
37
|
|
|
$
|
17
|
|
Raw material inventory
|
|
124
|
|
|
120
|
|
Total inventoried costs, net
|
|
$
|
161
|
|
|
$
|
137
|
|
(1) Includes amounts capitalized pursuant to applicable provisions of the FAR and CAS.
11. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
HII performs impairment tests for goodwill as of November 30 of each year and between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair values of the Company's reporting units below their carrying values. Reporting units are aligned with the Company's businesses. The Company’s testing approach utilizes a combination of discounted cash flow analysis and comparative market multiples to determine the fair values of its businesses for comparison to their corresponding book values.
In connection with the Company’s annual goodwill impairment test as of November 30, 2021, management tested goodwill for each of its three reporting units with goodwill balances. As a result of the Company's annual goodwill impairment analysis, it estimated that the fair value of the Government Services reporting unit within the Technical Solutions segment exceeded carrying value by less than 10%. The Company determined that the estimated fair values of its remaining reporting units exceeded by more than 10% their corresponding carrying values as of November 30, 2021.
As a result of slower than expected growth in operating margin, a revised future outlook for the business, and less favorable market conditions, the Company concluded the fair value of its oil and gas reporting unit was less than its carrying value as of November 30, 2019. The Company recorded the resulting goodwill impairment charge of $29 million at the oil and gas reporting unit in its Technical Solutions segment in the fourth quarter of 2019.
Accumulated goodwill impairment losses as of each of December 31, 2021 and 2020, were $2,906 million. The accumulated goodwill impairment losses for Ingalls as of each of December 31, 2021 and 2020, were $1,568 million. The accumulated goodwill impairment losses for Newport News as of each of December 31, 2021 and 2020, were $1,187 million. The accumulated goodwill impairment losses for the Technical Solutions segment as of each of December 31, 2021 and 2020, were $151 million.
For the year ended December 31, 2021, the Company recorded $1,024 million of goodwill related to its acquisition of Alion. For the year ended December 31, 2020, the Company recorded $350 million of goodwill related to its acquisitions of Hydroid and SIS. For the year ended December 31, 2021, the Company recorded goodwill adjustments of $13 million relating to the acquisition of SIS, primarily related to allocations to other intangible
assets. For the year ended December 31, 2020, the Company recorded goodwill adjustments of $71 million relating to the acquisition of Hydroid, primarily related to allocations to other intangible assets. For the year ended December 31, 2020, the Company allocated $35 million of goodwill at its Technical Solutions segment to an asset group that was classified as held for sale.
For the years ended December 31, 2021 and 2020, the carrying amounts of goodwill changed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
Ingalls
|
|
Newport News
|
|
Technical Solutions
|
|
Total
|
Balance as of December 31, 2019
|
|
$
|
175
|
|
|
$
|
721
|
|
|
$
|
477
|
|
|
$
|
1,373
|
|
Acquisitions
|
|
—
|
|
|
—
|
|
|
350
|
|
|
350
|
|
Adjustments
|
|
—
|
|
|
—
|
|
|
(106)
|
|
|
(106)
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2020
|
|
175
|
|
|
721
|
|
|
721
|
|
|
1,617
|
|
Acquisitions
|
|
—
|
|
|
—
|
|
|
1,024
|
|
|
1,024
|
|
Adjustments
|
|
—
|
|
|
—
|
|
|
(13)
|
|
|
(13)
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2021
|
|
$
|
175
|
|
|
$
|
721
|
|
|
$
|
1,732
|
|
|
$
|
2,628
|
|
Other Intangible Assets
The Company performs tests for impairment of long-lived assets whenever events or circumstances suggest that long-lived assets may be impaired. In connection with the Alion purchase in 2021, the Company recorded $720 million of intangible assets pertaining to customer relationships and existing contract backlog, which is being amortized using the pattern of benefits method over a weighted-average life of 15 years. In connection with the SIS purchase in 2020, the Company recorded $13 million of intangible assets pertaining to technology and existing contract backlog, which is being amortized using the pattern of benefits method over a weighted-average life of ten years. In connection with the Hydroid purchase in 2020, the Company recorded $76 million of intangible assets pertaining to existing contract backlog, customer relationships, and technology, which is being amortized using the pattern of benefits method over a weighted-average life of nine years.
The Company's purchased intangible assets are being amortized on a straight-line basis or a method based on the pattern of benefits over their estimated useful lives. Net intangible assets consist primarily of amounts relating to customer relationships and existing contract backlog within Technical Solutions, as well as nuclear-powered aircraft carrier and submarine program intangible assets, with an aggregate weighted-average useful life of 29 years based on the long life cycle of the related programs. Aggregate amortization expense for the years ended December 31, 2021, 2020, and 2019, was $86 million, $56 million, and $47 million, respectively.
The Company expects amortization for purchased intangible assets of $141 million in 2022, $129 million in 2023, $108 million in 2024, $98 million in 2025, and $80 million in 2026.
12. INCOME TAXES
The Company's earnings are primarily domestic, and its effective tax rate on earnings from operations for the year ended December 31, 2021, was 12.5%, compared with 14.1% and 19.6% for 2020 and 2019, respectively.
For the year ended December 31, 2021, the Company's effective tax rate differed from the federal statutory tax rate primarily as a result of a tax loss associated with the sale of the Company's oil and gas business and estimated research and development tax credits for 2021 and prior years. For the year ended December 31, 2020, the Company's effective tax rate differed from the federal statutory tax rate primarily as a result of estimated research and development tax credits for prior years. For the year ended December 31, 2019, the Company’s effective tax rate differed from the federal statutory tax rate primarily as a result of estimated research and development tax credits for 2019 and prior years.
Non-current state income taxes include deferred state income taxes, which reflect the change in deferred state tax assets and liabilities, and the tax expense or benefit associated with changes in state unrecognized tax benefits in the relevant period. These amounts are recorded within operating income. Current period state income tax expense is charged to contract costs and included in cost of sales and service revenues in segment operating income.
Federal and foreign income tax expense for the years ended December 31, 2021, 2020, and 2019, consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Income Taxes on Operations
|
|
|
|
|
|
|
Federal and foreign income taxes currently payable (receivable)
|
|
$
|
(12)
|
|
|
$
|
90
|
|
|
$
|
50
|
|
Change in deferred federal and foreign income taxes
|
|
90
|
|
|
24
|
|
|
84
|
|
Total federal and foreign income taxes
|
|
$
|
78
|
|
|
$
|
114
|
|
|
$
|
134
|
|
Earnings and income tax from foreign operations are not material for any periods presented.
Income tax expense differed from the amount based on the statutory federal income tax rate applied to earnings (loss) before income taxes due to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Income tax expense (benefit) on operations at statutory rate
|
|
$
|
131
|
|
|
$
|
170
|
|
|
$
|
143
|
|
|
|
|
|
|
|
|
Tax benefit - sale of business
|
|
(11)
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
Stock compensation - net excess tax (benefits)/ shortfall
|
|
—
|
|
|
1
|
|
|
(3)
|
|
|
|
|
|
|
|
|
Unrecognized tax benefits
|
|
30
|
|
|
5
|
|
|
5
|
|
Research and development tax credit
|
|
(78)
|
|
|
(66)
|
|
|
(16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, Net
|
|
6
|
|
|
4
|
|
|
5
|
|
Total federal and foreign income taxes
|
|
$
|
78
|
|
|
$
|
114
|
|
|
$
|
134
|
|
Unrecognized Tax Benefits - Unrecognized tax benefits represent the gross value of the Company's uncertain tax positions that have not been reflected in the consolidated statements of operations. If the income tax benefits from federal tax positions are ultimately realized, such realization would affect the Company's income tax expense, while the realization of state tax benefits would be recorded in general and administrative expenses.
The changes in unrecognized tax benefits (exclusive of interest and penalties) for the years ended December 31, 2021, 2020, and 2019 are summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Unrecognized tax benefits at beginning of the year
|
|
$
|
47
|
|
|
$
|
36
|
|
|
$
|
25
|
|
Additions based on tax positions related to the current year
|
|
7
|
|
|
8
|
|
|
6
|
|
Additions based on tax positions related to prior years
|
|
27
|
|
|
17
|
|
|
5
|
|
Reductions based on tax positions related to prior years
|
|
—
|
|
|
(7)
|
|
|
—
|
|
Reductions based on settlement with taxing authorities
|
|
—
|
|
|
(7)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrecognized tax benefits
|
|
34
|
|
|
11
|
|
|
11
|
|
Unrecognized tax benefits at end of the year
|
|
$
|
81
|
|
|
$
|
47
|
|
|
36
|
|
As of December 31, 2021 and 2020, the estimated amounts of the Company's uncertain tax positions, excluding interest and penalties, were liabilities of $81 million and $47 million, respectively. Assuming sustainment of these positions, as of December 31, 2021 and 2020, the reversal of $63 million and $34 million, respectively, of the amounts accrued would favorably affect the Company's effective federal income tax rate in future periods.
The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. As a result of the unrecognized tax benefits noted above, income tax expense increased by $1 million in 2021 for interest and penalties, resulting in a liability of $3 million for interest and penalties as of December 31, 2021. In 2020, there was a net decrease in income tax expense of less than $1 million for interest and penalties, resulting in a liability of $2 million for interest and penalties as of December 31, 2020. The 2020 changes in interest expense related to a
settlement with taxing authorities. In 2019, there was a net increase in income tax expense of $1 million for interest and penalties, resulting in a liability of $2 million for interest and penalties as of December 31, 2019.
The following table summarizes the tax years that are either currently under examination or remain open under the applicable statute of limitations and subject to examination by the major tax jurisdictions in which the Company operates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction
|
|
Years
|
United States - Federal(1)
|
|
2016
|
|
-
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Connecticut
|
|
2018
|
|
-
|
|
2020
|
Mississippi
|
|
2015
|
|
-
|
|
2020
|
Virginia(2)
|
|
2015
|
|
-
|
|
2020
|
(1) The 2016 tax year is closed except for the research and development tax credit, and the 2017 tax year is closed except for the manufacturing deduction and research and development tax credit.
(2) The 2016 and 2017 tax years have been closed in this jurisdiction.
Although the Company believes it has adequately provided for all unrecognized tax benefits, amounts asserted by tax authorities could be greater than the Company's accrued position. Accordingly, additional provisions for federal and state income tax related matters could be recorded in the future as revised estimates are made or the underlying matters are effectively settled or otherwise resolved. Conversely, the Company could settle positions with tax authorities for amounts lower than have been accrued. No material change to the Company's unrecognized tax benefits is reasonably expected in the next 12 months.
During 2013 the Company entered into the pre-Compliance Assurance Process with the IRS for years 2011 and 2012. Tax years 2014 and 2015 have been closed with the IRS. The Company is part of the IRS Compliance Assurance Process program for the 2014 through 2021 tax years. Open tax years related to state jurisdictions remain subject to examination.
Deferred Income Taxes - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes. As described above, deferred tax assets and liabilities are calculated as of the balance sheet date using current tax laws and rates expected to be in effect when the deferred tax items reverse in future periods. Net deferred tax liabilities are classified as long-term deferred tax liabilities in the consolidated statements of financial position.
The tax effects of significant temporary differences and carry-forwards that gave rise to year-end deferred tax balances, as presented in the consolidated statements of financial position, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31
|
($ in millions)
|
|
2021
|
|
2020
|
Deferred Tax Assets
|
|
|
|
|
Retirement benefits
|
|
$
|
170
|
|
|
$
|
389
|
|
Workers' compensation
|
|
174
|
|
|
167
|
|
Operating lease liabilities
|
|
63
|
|
|
52
|
|
Reserves not currently deductible for tax purposes
|
|
75
|
|
|
90
|
|
Stock compensation
|
|
7
|
|
|
6
|
|
Net operating losses, tax credit and other carry-forwards
|
|
55
|
|
|
26
|
|
Other
|
|
6
|
|
|
9
|
|
Gross deferred tax assets
|
|
550
|
|
|
739
|
|
Less valuation allowance
|
|
22
|
|
|
22
|
|
Net deferred tax assets
|
|
528
|
|
|
717
|
|
Deferred Tax Liabilities
|
|
|
|
|
Depreciation and amortization
|
|
423
|
|
|
364
|
|
Contract accounting differences
|
|
81
|
|
|
77
|
|
Purchased intangibles
|
|
275
|
|
|
92
|
|
Operating lease assets
|
|
62
|
|
|
51
|
|
|
|
|
|
|
Gross deferred tax liabilities
|
|
841
|
|
|
584
|
|
Total net deferred tax assets (liabilities)
|
|
$
|
(313)
|
|
|
$
|
133
|
|
As of December 31, 2021, the Company had state income tax credit carry-forwards of approximately $20 million, which expire from 2022 through 2025. A deferred tax asset of approximately $16 million (net of federal benefit) has been established related to these state income tax credit carry-forwards, with a valuation allowance of $10 million against such deferred tax asset as of December 31, 2021. The Company also had a federal net operating loss carry-forward of $27 million from the Alion acquisition, of which $19 million expires in 2034, $5 million expires in 2035, and $3 million expires in 2036. State net operating loss carry-forwards are individually and cumulatively immaterial to the Company’s deferred tax balances.
13. DEBT
Long-term debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31
|
($ in millions)
|
|
2021
|
|
2020
|
Senior notes due December 1, 2027, 3.483%
|
|
$
|
600
|
|
|
$
|
600
|
|
Senior notes due May 1, 2025, 3.844%
|
|
500
|
|
|
500
|
|
Senior notes due May 1, 2030, 4.200%
|
|
500
|
|
|
500
|
|
Senior notes due August 16, 2023, 0.670%
|
|
400
|
|
|
—
|
|
Senior notes due August 16, 2028, 2.043%
|
|
600
|
|
|
—
|
|
Term loan due August 19, 2024
|
|
625
|
|
|
—
|
|
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
|
|
|
|
|
|
|
Less unamortized debt issuance costs
|
|
(32)
|
|
|
(19)
|
|
Total long-term debt
|
|
$
|
3,298
|
|
|
$
|
1,686
|
|
|
|
|
|
|
|
|
|
|
|
Credit Facility - In August 2021, the Company amended and restated its existing $1.25 billion credit facility, increasing the capacity thereunder to $1.5 billion and extending the maturity date to five years from signing (the "Revolving Credit Facility"). The Revolving Credit Facility includes a letter of credit subfacility of $300 million. The
Revolving Credit Facility has a variable interest rate on outstanding borrowings based on LIBOR, plus a spread based upon the Company's credit rating, which may vary between 1.125% and 2.000%. As of December 31, 2021, the interest rate spread on drawn amounts was 1.375% based on the Company's current credit rating. The revolving credit facility also has a commitment fee rate on the unutilized balance based on the Company’s credit rating. The commitment fee rate as of December 31, 2021 was 0.200% and may vary between 0.125% and 0.300%.
Term Loan - In August 2021, the Company entered into a $650 million 3-year delayed draw term loan (the “Term Loan”) to finance a portion of the purchase price for Alion. The Term Loan must be repaid prior to or at maturity, which is 36 months from the date of the initial draw. The Term Loan has a variable interest rate on outstanding borrowings based on LIBOR, plus a spread based upon the Company's credit rating, which may vary between 1.125% and 2.000%. As of December 31, 2021, the annual interest rate spread was 1.375% based on the Company's current credit rating, and the outstanding balance was $625 million.
As of December 31, 2021, the Company had $15 million in issued but undrawn letters of credit and $1,485 million unutilized under the Revolving Credit Facility. The Company had unamortized debt issuance costs associated with its credit facilities of $13 million and $5 million as of December 31, 2021 and 2020, respectively.
The Revolving Credit Facility and the Term Loan contain customary affirmative and negative covenants, as well as a financial covenant based on a maximum total leverage ratio. Each of the Company's existing and future material wholly owned domestic subsidiaries, except those that are specifically designated as unrestricted subsidiaries, are and will be guarantors under the Revolving Credit Facility and the Term Loan. See Note 19: Subsidiary Guarantors.
In 2019, the Company established an unsecured commercial paper note program, under which the Company may issue up to $1 billion of unsecured commercial paper notes. As of December 31, 2021, the Company had no outstanding debt under the commercial paper program.
Senior Notes - In August 2021, the Company issued $400 million aggregate principal amount of callable unregistered 0.670% senior notes due 2023 and $600 million aggregate principal amount of unregistered 2.043% senior notes due 2028, both with registration rights. The net proceeds were used to fund a portion of the purchase price for the acquisition of Alion. Interest on these senior notes is payable semiannually.
In 2020, the Company issued $500 million aggregate principal amount of 3.844% senior notes due 2025 and $500 million aggregate principal amount of 4.200% senior notes due 2030. The Company also has outstanding $600 million aggregate principal amount of 3.483% senior notes due December 2027. The net proceeds of these senior notes were intended to be used for general corporate purposes, including debt repayments and working capital. Interest on these senior notes is payable semiannually.
In 2020, the Company redeemed $600 million aggregate principal amount of 5.000% senior notes due 2025 in accordance with the terms of the indenture governing the notes.
The terms of the Company's senior notes limit the Company’s ability and the ability of certain of its subsidiaries to create liens, enter into sale and leaseback transactions, sell assets, and effect consolidations or mergers. The Company had unamortized debt issuance costs associated with the senior notes of $19 million and $14 million as of December 31, 2021 and 2020, respectively.
Early Extinguishment of Debt - Details of the loss on early extinguishment of debt related to the Company's redemption of senior notes, which was included in interest expense, were as follows:
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
($ in millions)
|
|
December 31, 2020
|
Redemption and tender premiums and fees
|
|
$
|
15
|
|
Write-off of unamortized debt issuance costs
|
|
6
|
|
Total loss on early extinguishment of debt
|
|
$
|
21
|
|
Mississippi Economic Development Revenue Bonds - As of each of December 31, 2021 and 2020, the Company had $84 million outstanding under Industrial Revenue Bonds issued by the Mississippi Business Finance Corporation. These bonds accrue interest at a fixed rate of 7.81% per annum (payable semi-annually) and mature in 2024.
Gulf Opportunity Zone Industrial Development Revenue Bonds - As of each of December 31, 2021 and 2020, the Company had $21 million outstanding under Gulf Opportunity Zone Industrial Development Revenue Bonds issued by the Mississippi Business Finance Corporation. These bonds accrue interest at a fixed rate of 4.55% per annum (payable semi-annually) and mature in 2028.
The Company's debt arrangements contain customary affirmative and negative covenants. The Company was in compliance with all debt covenants during the year ended December 31, 2021.
The estimated fair values of the Company's total long-term debt as of December 31, 2021, and December 31, 2020, were $3,449 million and $1,943 million, respectively. The fair values of the Company's long-term debt were calculated based on recent trades of the Company's debt instruments in inactive markets, which fall within Level 2 under the fair value hierarchy.
As of December 31, 2021, the aggregate amounts of principal payments due on long-term debt within the next five years consisted of $400 million due in 2023, $709 million due in 2024, and $500 million due in 2025.
14. INVESTIGATIONS, CLAIMS, AND LITIGATION
The Company is involved in legal proceedings before various courts and administrative agencies, and is periodically subject to government examinations, inquiries and investigations. Pursuant to FASB Accounting Standards Codification 450 Contingencies, the Company has accrued for losses associated with investigations, claims, and litigation when, and to the extent that, loss amounts related to the investigations, claims, and litigation are probable and can be reasonably estimated. The actual losses that might be incurred to resolve such investigations, claims, and litigation may be higher or lower than the amounts accrued. For matters where a material loss is probable or reasonably possible and the amount of loss cannot be reasonably estimated, but the Company is able to reasonably estimate a range of possible losses, the Company will disclose such estimated range in these notes. This estimated range is based on information currently available to the Company and involves elements of judgment and significant uncertainties. Any estimated range of possible loss does not represent the Company's maximum possible loss exposure. For matters as to which the Company is not able to reasonably estimate a possible loss or range of loss, the Company will indicate the reasons why it is unable to estimate the possible loss or range of loss. For matters not specifically described in these notes, the Company does not believe, based on information currently available to it, that it is reasonably possible that the liabilities, if any, arising from such investigations, claims, and litigation will have a material effect on its consolidated financial position, results of operations, or cash flows. The Company has, in certain cases, provided disclosure regarding certain matters for which the Company believes at this time that the likelihood of material loss is remote.
False Claims Act Complaint - In 2016, the Company was made aware that it is a defendant in a qui tam False Claims Act lawsuit pending in the U.S. District Court for the Middle District of Florida related to the Company’s purchases of allegedly non-conforming parts from a supplier for use in connection with U.S. Government contracts. In August 2019, the Department of Justice (“DoJ”) declined to intervene in the lawsuit, and the lawsuit was unsealed. The court dismissed the complaint in September 2021, and the plaintiff has appealed the dismissal to the United States Court of Appeals for the 11th Circuit.
Insurance Claims - In September 2020, the Company filed a complaint in the Superior Court, State of Vermont, Franklin Unit, seeking a judgment declaring that the Company's business interruption and other losses associated with COVID-19 are covered by the Company's property insurance program. A total of 32 reinsurers are named as defendants in the complaint. The Company also has initiated arbitration proceedings against six other reinsurers seeking similar relief. Prior to filing the complaint and initiating the arbitration proceedings, the Company provided a notice of loss to the reinsurers, but, to date, none of the reinsurers have acknowledged coverage. The full extent of the Company's losses resulting from COVID-19 have not yet been determined. In July 2021, the Vermont court granted the reinsurers’ motion for judgment on the pleadings, finding that, because the Company continued to operate through the pandemic, the Company’s reduction of business not accompanied by a complete loss of use fell short of the required “direct physical loss or damage to property.” The Company has appealed the decision to the Vermont Supreme Court. Although the Company still believes its position is well-founded, no assurances can be provided regarding the ultimate resolution of this matter.
In September 2021, the Company filed a complaint in the Superior Court of Delaware, seeking a judgment against certain insurers for breach of contract and breach of the implied covenant of good faith and fair dealing under three
representations and warranties insurance policies purchased in connection with the Company’s acquisition of Hydroid. The policies insure the Company against losses relating to the seller’s breach of certain representations and warranties in the Hydroid acquisition agreement. The coverage limit under the insurance policies is $70 million, and the Company believes it has incurred losses equal to at least that amount as a result of breaches of the acquisition agreement. No assurances can be provided regarding the ultimate resolution of this matter.
U.S. Government Investigations and Claims - Departments and agencies of the U.S. Government have the authority to investigate various transactions and operations of the Company, and the results of such investigations may lead to administrative, civil, or criminal proceedings, the ultimate outcome of which could be fines, penalties, repayments or compensatory, treble, or other damages. U.S. Government regulations provide that certain findings against a contractor may also lead to suspension or debarment from future U.S. Government contracts or the loss of export privileges. Any suspension or debarment would have a material effect on the Company because of its reliance on government contracts.
Asbestos Related Claims - HII and its predecessors-in-interest are defendants in a longstanding series of cases that have been and continue to be filed in various jurisdictions around the country, wherein former and current employees and various third parties allege exposure to asbestos containing materials while on or associated with HII premises or while working on vessels constructed or repaired by HII. The cases allege various injuries, including those associated with pleural plaque disease, asbestosis, cancer, mesothelioma, and other alleged asbestos related conditions. In some cases, several of HII's former executive officers are also named as defendants. In some instances, partial or full insurance coverage is available to the Company for its liability and that of its former executive officers. The costs to resolve cases during the years ended December 31, 2021, 2020, and 2019 were immaterial individually and in the aggregate. The Company’s estimate of asbestos-related liabilities is subject to uncertainty because liabilities are influenced by numerous variables that are inherently difficult to predict. Key variables include the number and type of new claims, the litigation process from jurisdiction to jurisdiction and from case to case, reforms made by state and federal courts, and the passage of state or federal tort reform legislation. Although the Company believes the ultimate resolution of current cases will not have a material effect on its consolidated financial position, results of operations, or cash flows, it cannot predict what new or revised claims or litigation might be asserted or what information might come to light and can, therefore, give no assurances regarding the ultimate outcome of asbestos related litigation.
Other Litigation - The Company and its predecessor-in-interest have been in litigation with the Bolivarian Republic of Venezuela (the "Republic") since 2002 over a contract for the repair, refurbishment, and modernization at Ingalls of two foreign-built frigates. In March 2014, the Company filed an arbitral statement of claim asserting breaches of the contract. The Republic denied the Company’s allegations and asserted counterclaims. In February 2018, the arbitral tribunal awarded the Company approximately $151 million on its claims and awarded the Republic approximately $22 million on its counterclaims. The Company is seeking to enforce and execute upon the award in multiple jurisdictions. No assurances can be provided regarding the ultimate resolution of this matter.
The Company is party to various other claims, legal proceedings, and investigations that arise in the ordinary course of business, including U.S. Government investigations that could result in administrative, civil, or criminal proceedings involving the Company. The Company is a contractor with the U.S. Government, and such proceedings can therefore include False Claims Act allegations against the Company. Although the Company believes that the resolution of these other claims, legal proceedings, and investigations will not have a material effect on its consolidated financial position, results of operations, or cash flows, the Company cannot predict what new or revised claims or litigation might be asserted or what information might come to light and can, therefore, give no assurances regarding the ultimate outcome of these matters.
15. LEASES
The Company leases certain land, warehouses, office space, and production, office, and technology equipment, among other items. Most equipment is leased on a monthly basis. Many land, warehouse, and office space leases include renewal terms that can extend the lease term. The exercise of lease renewal options is at our sole discretion. The depreciable life of assets and leasehold improvements is generally limited by the expected lease term. The Company's lease agreements do not generally contain material residual value guarantees, material restrictive covenants, or purchase options. The Company's lease portfolio consists primarily of operating leases.
Lease costs and related information were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Operating lease costs
|
|
$
|
53
|
|
|
$
|
55
|
|
|
$
|
47
|
|
Short-term operating lease costs
|
|
$
|
43
|
|
|
$
|
38
|
|
|
$
|
44
|
|
Variable operating lease costs
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
5
|
|
Operating cash flows from operating leases
|
|
$
|
(52)
|
|
|
$
|
(54)
|
|
|
$
|
(46)
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
|
$
|
97
|
|
|
$
|
61
|
|
|
$
|
38
|
|
Weighted-average remaining lease term (years) - operating leases
|
|
8 years
|
|
10 years
|
|
10 years
|
Weighted-average discount rate - operating leases
|
|
3.6
|
%
|
|
4.1
|
%
|
|
4.2
|
%
|
The undiscounted future non-cancellable lease payments under the Company's operating leases as of December 31, 2021, were as follows:
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
December 31, 2021
|
2022
|
|
$
|
59
|
|
2023
|
|
48
|
|
2024
|
|
41
|
|
2025
|
|
33
|
|
2026
|
|
24
|
|
Thereafter
|
|
90
|
|
Total lease payments
|
|
295
|
|
Less: imputed interest
|
|
49
|
|
Present value of lease liabilities
|
|
$
|
246
|
|
Lease liabilities included in the Company's consolidated statements of financial position as of December 31, 2021 and 2020, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31
|
($ in millions)
|
|
2021
|
|
2020
|
Short-term operating lease liabilities
|
|
$
|
52
|
|
|
$
|
37
|
|
Lease liabilities included in liabilities held for sale
|
|
—
|
|
|
27
|
|
Long-term operating lease liabilities
|
|
194
|
|
|
157
|
|
Total operating lease liabilities
|
|
$
|
246
|
|
|
$
|
221
|
|
16. COMMITMENTS AND CONTINGENCIES
Contract Performance Contingencies - Contract profit margins may include estimates of revenues for matters on which the customer and the Company have not reached agreement, such as settlements in the process of negotiation, contract changes, claims, and requests for equitable adjustment for unanticipated contract costs. These estimates are based upon management's best assessment of the underlying causal events and circumstances and recognized to the extent of expected recovery based upon contractual entitlements and the probability of successful negotiation with the customer. As of December 31, 2021, amounts recognized in connection with claims and requests for equitable adjustment were not material individually or in the aggregate.
Guarantees of Performance Obligations - From time to time in the ordinary course of business, HII enters into joint ventures, teaming agreements, and other business arrangements in connection with the Company's products and services or to pursue strategic objectives. The Company attempts to limit its exposure under these arrangements to its investment or the extent of obligations under the applicable contract. In some cases, however, HII may be required to guarantee performance of the arrangement's obligations and, in such cases, generally obtains cross-indemnification from the other members of the arrangement.
In the ordinary course of business, the Company may guarantee obligations of its subsidiaries under certain contracts. Generally, the Company is liable under such guarantees only if its subsidiary is unable to perform its obligations. Historically, the Company has not incurred any substantial liabilities resulting from these guarantees. As of December 31, 2021, the Company was not aware of any existing event of default that would require it to satisfy any of these guarantees.
Environmental Matters - The estimated cost to complete environmental remediation has been accrued when it is probable that the Company will incur such costs in the future to address environmental conditions at currently or formerly owned or leased operating facilities, or at sites where it has been named a Potentially Responsible Party ("PRP") by the Environmental Protection Agency or similarly designated by another environmental agency, and the related costs can be estimated by management. These accruals do not include any litigation costs related to environmental matters, nor do they include amounts recorded as asset retirement obligations. To assess the potential impact on the Company's consolidated financial statements, management estimates the range of reasonably possible remediation costs that could be incurred by the Company, taking into account currently available facts on each site, as well as the current state of technology and prior experience remediating contaminated sites. These estimates are reviewed periodically and adjusted to reflect changes in facts and technical and legal circumstances. Management estimates that as of December 31, 2021, the probable estimable future cost for environmental remediation was immaterial. Factors that could result in changes to the Company's estimates include: modification of planned remedial actions, increases or decreases in the estimated time required to remediate, changes to the determination of legally responsible parties, discovery of more extensive contamination than anticipated, changes in laws and regulations affecting remediation requirements, and improvements in remediation technology. Should other PRPs not pay their allocable share of remediation costs, the Company may incur costs exceeding those already estimated and accrued. In addition, there are certain potential remediation sites where the costs of remediation cannot be reasonably estimated. Although management cannot predict whether new information gained as remediation progresses or the Company incurs additional remediation obligations will materially affect the estimated liability accrued, management does not believe that future remediation expenditures will have a material effect on the Company's consolidated financial position, results of operations, or cash flows.
Financial Arrangements - In the ordinary course of business, HII uses letters of credit issued by commercial banks to support certain leases, insurance policies, and contractual performance obligations, as well as surety bonds issued by insurance companies principally to support the Company's self-insured workers' compensation plans. As of December 31, 2021, the Company had $15 million in issued but undrawn letters of credit, as indicated in Note 13: Debt, and $276 million of surety bonds outstanding.
U.S. Government Claims - From time to time, the U.S. Government communicates to the Company potential claims, disallowed costs, and penalties concerning prior costs incurred by the Company with which the U.S. Government disagrees. When such preliminary findings are presented, the Company and U.S. Government representatives engage in discussions, from which the Company evaluates the merits of the claims and assesses the amounts being questioned. Although the Company believes that the resolution of any of these matters will not have a material effect on its consolidated financial position, results of operations, or cash flows, it cannot predict the ultimate outcome of these matters.
Other Matters - In 1985, the Company and the U.S. Navy entered into a settlement agreement to resolve disputes associated with billing and allocating to contracts the cost of workers’ compensation self-insurance, among other matters. In 2016, the Defense Contract Audit Agency ("DCAA") opined that the 1985 settlement agreement did not comply with certain CAS standards and referred the matter to a U.S. Navy Contracting Officer. In December 2020, the Contracting Officer issued a determination that the 1985 settlement agreement did not comply with CAS and directed the Company to develop and implement a different process to bill and allocate the cost of workers’ compensation self-insurance. Under the 1985 settlement agreement, the Company has not recognized as allowable cumulative billable costs of approximately $120 million resulting from the difference between CAS and U.S. GAAP Financial Accounting Standards ("FAS") treatment of workers’ compensation cost. Under the 1985 settlement agreement, these costs would be recognized as allowable billable costs in future periods. Though the Company believes the 1985 settlement agreement is CAS-compliant and cannot be unilaterally terminated, the Company will seek to negotiate a resolution of the matter with the Contracting Officer. If a resolution results in the use of a different treatment or billing methodology that does not provide for the Company to recognize as allowable the CAS to FAS difference, the resolution could have a material effect on the Company’s consolidated financial position, results of operations, or cash flows, including an inability to recover any or all of the $120 million of costs not yet billed to the customer.
In January 2022, the Navy Contracting Officer issued a written determination that the Ingalls Shipbuilding Material Management and Accounting System has three significant deficiencies, resulting in a 5% withhold of payments on certain invoices issued under one contract. Ingalls Shipbuilding will submit a corrective action plan, and the withhold will be reduced to 2% if the Contracting Officer determines the corrective action plan has been implemented and is effective. The withhold will terminate and withheld funds returned to the Company when the Contracting Officer determines that the significant deficiencies have been corrected. Although the Company believes the ultimate resolution of this matter will not have a material effect on its consolidated financial position, results of operations, or cash flows, it cannot predict or give assurances regarding the ultimate outcome of this matter.
Collective Bargaining Agreements - Of the Company's approximately 44,000 employees, approximately 45% are covered by a total of nine collective bargaining agreements and one site stabilization agreement. Newport News has two collective bargaining agreements covering represented employees, which expire in December 2022 and April 2024, and one that expired in November 2021, which covers approximately 50% of Newport News employees. Newport News craft workers employed at the Kesselring Site near Saratoga Springs, New York are represented under an indefinite Department of Energy ("DoE") site agreement. Ingalls has five collective bargaining agreements covering represented employees, all of which expire in March 2026. Approximately 15 Technical Solutions employees in Klamath Falls, Oregon are covered by one collective bargaining agreement that expires in June 2025.
The Company reached a tentative agreement with representatives of United Steelworkers ("USW") Local 8888 (Newport News) members on a new labor agreement in November 2021, but the members of the bargaining unit declined to ratify the contract. The Newport News and USW negotiation teams continued negotiations and reached a tentative agreement on another labor agreement in January 2022. The Company expects the members of the bargaining unit to vote on the new agreement in the near future. The USW Local 8888 members are continuing to work under the terms and conditions of the expired collective bargaining agreement, but the members may call for a strike, or the Company may declare a lock-out, upon 48 hours notice. In the event the Company and USW Local 8888 members fail to reach a collective bargaining agreement and the union calls for a strike or the Company declares a lock-out, the Company's consolidated results of operations could be negatively impacted on a material basis.
Collective bargaining agreements generally expire after three to five years and are subject to renegotiation at that time. The Company believes its relationship with its employees is satisfactory.
Purchase Obligations - Periodically the Company enters into agreements to purchase goods or services that are enforceable and legally binding on the Company and specify 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 obligations are primarily comprised of open purchase order commitments to vendors and subcontractors pertaining to funded contracts.
17. EMPLOYEE PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company provides eligible employees defined benefit pension plans, defined contribution benefit plans, and other postretirement benefit plans. Non-collectively bargained defined benefit pension benefits accruing under the traditional years of service and compensation formula were amended in 2009 to freeze future service accruals and were replaced with a cash balance benefit for all current non-collectively bargained employees. Except for the major collectively bargained plan at Ingalls, the Company's qualified defined benefit pension plans are frozen to new entrants. The Company's policy is to fund its qualified defined benefit pension plans at least to the minimum amounts required under U.S. Government regulations.
Plan obligations are measured based on the present value of projected future benefit payments to participants for services rendered to date. The measurement of projected future benefits is dependent on the terms of each individual plan, demographics, and valuation assumptions. No assumption is made regarding any potential changes to the benefit provisions beyond those to which the Company is currently committed, for example under existing collective bargaining agreements.
The Company also sponsors 401(k) defined contribution pension plans in which most employees are eligible to participate. Company contributions for most defined contribution pension plans are based on the matching of employee contributions up to 4% of eligible compensation. Certain hourly employees are covered under a target benefit plan. In addition to the 401(k) defined contribution pension benefit formula, non-collectively bargained employees hired after June 30, 2008, and certain collectively bargained employees hired after July 10, 2017, are
eligible to participate in a defined contribution benefit program in lieu of a defined benefit pension plan. The Company's contributions to the qualified defined contribution pension plans for the years ended December 31, 2021, 2020, and 2019, were $140 million, $130 million, and $120 million, respectively.
The Company also sponsors defined benefit and defined contribution pension plans to provide benefits in excess of the tax-qualified limits. The liabilities related to these plans as of December 31, 2021, were $240 million and $45 million, respectively, and as of December 31, 2020, were $229 million and $38 million, respectively. Assets, primarily in the form of Level 1 marketable securities held in grantor trusts, are intended to fund certain of these obligations. The trusts’ fair values supporting these liabilities as of December 31, 2021 and 2020, were $220 million and $182 million, respectively, of which $173 million and $142 million, respectively, were related to the non-qualified defined benefit pension plans.
The Company provides contributory postretirement health care and life insurance benefits to a dominantly closed group of eligible employees, retirees, and their qualifying dependents. Covered employees achieve eligibility to participate in these contributory plans upon retirement from active service if they meet specified age, years of service, and grandfathered requirements. Benefits are not guaranteed, and the Company reserves the right to amend or terminate coverage at any time. The Company's contributions for retiree health care benefits are subject to caps, which limit Company contributions when spending thresholds are reached.
The measurement date for all of the Company's retirement related plans is December 31. The costs of the Company's defined benefit pension plans and other postretirement benefit plans for the years ended December 31, 2021, 2020, and 2019, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
|
Year Ended December 31
|
|
Year Ended December 31
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
|
2021
|
|
2020
|
|
2019
|
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$
|
199
|
|
|
$
|
180
|
|
|
$
|
144
|
|
|
$
|
10
|
|
|
$
|
9
|
|
|
$
|
7
|
|
Interest cost
|
|
240
|
|
|
258
|
|
|
277
|
|
|
14
|
|
|
17
|
|
|
20
|
|
Expected return on plan assets
|
|
(553)
|
|
|
(486)
|
|
|
(407)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of prior service cost (credit)
|
|
15
|
|
|
12
|
|
|
18
|
|
|
(4)
|
|
|
(22)
|
|
|
(22)
|
|
Amortization of net actuarial loss (gain)
|
|
110
|
|
|
109
|
|
|
113
|
|
|
(3)
|
|
|
(7)
|
|
|
(11)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
11
|
|
|
$
|
73
|
|
|
$
|
145
|
|
|
$
|
17
|
|
|
$
|
(3)
|
|
|
$
|
(6)
|
|
The funded status of these plans as of December 31, 2021 and 2020, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
|
December 31
|
|
December 31
|
($ in millions)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Change in Benefit Obligation
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year
|
|
$
|
8,706
|
|
|
$
|
7,742
|
|
|
$
|
534
|
|
|
$
|
510
|
|
Service cost
|
|
199
|
|
|
180
|
|
|
10
|
|
|
9
|
|
Interest cost
|
|
240
|
|
|
258
|
|
|
14
|
|
|
17
|
|
Plan participants' contributions
|
|
7
|
|
|
5
|
|
|
11
|
|
|
11
|
|
Plan amendments
|
|
—
|
|
|
26
|
|
|
(14)
|
|
|
—
|
|
Actuarial loss (gain)
|
|
(292)
|
|
|
764
|
|
|
(2)
|
|
|
31
|
|
Benefits paid
|
|
(291)
|
|
|
(269)
|
|
|
(48)
|
|
|
(44)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at end of year
|
|
8,569
|
|
|
8,706
|
|
|
505
|
|
|
534
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
7,710
|
|
|
6,733
|
|
|
—
|
|
|
—
|
|
Actual return on plan assets
|
|
965
|
|
|
1,028
|
|
|
—
|
|
|
—
|
|
Employer contributions
|
|
69
|
|
|
213
|
|
|
37
|
|
|
33
|
|
Plan participants' contributions
|
|
7
|
|
|
5
|
|
|
11
|
|
|
11
|
|
Benefits paid
|
|
(291)
|
|
|
(269)
|
|
|
(48)
|
|
|
(44)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year
|
|
8,460
|
|
|
7,710
|
|
|
—
|
|
|
—
|
|
Funded status
|
|
$
|
(109)
|
|
|
$
|
(996)
|
|
|
$
|
(505)
|
|
|
$
|
(534)
|
|
|
|
|
|
|
|
|
|
|
Amounts Recognized in the Consolidated Statements of Financial Position:
|
|
|
|
|
|
|
|
|
Pension plan assets
|
|
$
|
281
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liability (1)
|
|
(39)
|
|
|
(36)
|
|
|
(137)
|
|
|
(133)
|
|
Non-current liability (2)
|
|
(351)
|
|
|
(960)
|
|
|
(368)
|
|
|
(401)
|
|
Accumulated other comprehensive loss (income) (pre-tax) related to:
|
|
|
|
|
|
|
|
|
Prior service costs (credits)
|
|
80
|
|
|
95
|
|
|
(20)
|
|
|
(10)
|
|
Net actuarial loss (gain)
|
|
1,197
|
|
|
2,010
|
|
|
(3)
|
|
|
(3)
|
|
(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.
The Projected Benefit Obligation ("PBO"), Accumulated Benefit Obligation ("ABO"), and asset values for the Company's qualified pension plans were $8,330 million, $7,898 million, and $8,460 million, respectively, as of December 31, 2021, and $8,478 million, $8,004 million, and $7,710 million, respectively, as of December 31, 2020. The PBO represents the present value of pension benefits earned through the end of the year, with allowance for future salary increases. The ABO is similar to the PBO, but does not provide for future salary increases.
The PBO and fair value of plan assets for all qualified and non-qualified pension plans with PBOs in excess of plan assets were $1,151 million and $761 million, respectively, as of December 31, 2021, and $8,706 million and $7,710 million, respectively, as of December 31, 2020.
There were no qualified or non–qualified pension plans with ABOs in excess of plan assets as of December 31, 2021. The ABO and fair value of plan assets for all qualified and non-qualified pension plans with ABOs in excess of plan assets were $6,590 million and $6,072 million, respectively, as of December 31, 2020. The ABO for all pension plans was $8,120 million and $8,221 million as of December 31, 2021 and 2020, respectively.
The changes in amounts recorded in accumulated other comprehensive income (loss) were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
|
Year Ended December 31
|
|
Year Ended December 31
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
|
2021
|
|
2020
|
|
2019
|
Prior service cost (credit)
|
|
$
|
—
|
|
|
$
|
(26)
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of prior service cost (credit)
|
|
15
|
|
|
12
|
|
|
18
|
|
|
(4)
|
|
|
(22)
|
|
|
(22)
|
|
Net actuarial loss (gain)
|
|
704
|
|
|
(222)
|
|
|
(230)
|
|
|
2
|
|
|
(31)
|
|
|
(35)
|
|
Amortization of net actuarial loss (gain)
|
|
110
|
|
|
109
|
|
|
113
|
|
|
(3)
|
|
|
(7)
|
|
|
(11)
|
|
Other
|
|
(1)
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Total changes in accumulated other comprehensive income (loss)
|
|
$
|
828
|
|
|
$
|
(127)
|
|
|
$
|
(99)
|
|
|
$
|
10
|
|
|
$
|
(60)
|
|
|
$
|
(68)
|
|
The weighted average assumptions used to determine the net periodic benefit costs for each year ended December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
2021
|
|
2020
|
|
2019
|
|
|
|
|
|
|
|
Discount rate
|
|
2.80
|
%
|
|
3.39
|
%
|
|
4.34
|
%
|
Expected long-term rate on plan assets
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
Rate of compensation increase
|
|
3.62
|
%
|
|
3.61
|
%
|
|
3.67
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Benefits
|
|
|
2021
|
|
2020
|
|
2019
|
|
|
|
|
|
|
|
Discount rate
|
|
2.75
|
%
|
|
3.35
|
%
|
|
4.33
|
%
|
Initial health care cost trend rate assumed for next year
|
|
5.50
|
%
|
|
5.50
|
%
|
|
5.50
|
%
|
Gradually declining to a rate of
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Year in which the rate reaches the ultimate rate
|
|
2026
|
|
|
2025
|
|
|
2024
|
|
The weighted average assumptions used to determine the benefit obligations as of December 31 of each year were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
|
December 31
|
|
December 31
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
3.00
|
%
|
|
2.80
|
%
|
|
2.94
|
%
|
|
2.75
|
%
|
Weighted average interest crediting rate
|
|
2.66
|
%
|
|
2.74
|
%
|
|
|
|
|
Rate of compensation increase
|
|
3.58
|
%
|
|
3.62
|
%
|
|
|
|
|
Initial health care cost trend rate assumed for next year
|
|
|
|
|
|
5.50
|
%
|
|
5.50
|
%
|
Gradually declining to a rate of
|
|
|
|
|
|
4.50
|
%
|
|
4.50
|
%
|
Year in which the rate reaches the ultimate rate
|
|
|
|
|
|
2027
|
|
|
2026
|
|
Health Care Cost Trend Rate - The health care cost trend rate represents the annual rates of change in the cost of health care benefits based on estimates of health care inflation, changes in health care utilization or delivery patterns, technological advances, government mandated benefits, and other considerations. Using a combination of market expectations and economic projections as of December 31, 2021, the Company selected an expected initial health care cost trend rate of 5.50% and an ultimate health care cost trend rate of 4.50% to be reached in 2027. As of December 31, 2020, the Company assumed an expected initial health care cost trend rate of 5.50% and an ultimate health care cost trend rate of 4.50% to be reached in 2026.
The Employee Retirement Income Security Act of 1974 ("ERISA"), including amendments under pension relief, defines the minimum amount that must be contributed to the Company's qualified defined benefit pension plans. In determining whether to make discretionary contributions to these plans above the minimum required amounts, the Company considers various factors, including attainment of the funded percentage needed to avoid benefit restrictions and other adverse consequences, minimum CAS funding requirements, and the current and anticipated
future funding levels of each plan. The Company's contributions to its qualified defined benefit pension plans are affected by a number of factors, including published IRS interest rates, the actual return on plan assets, actuarial assumptions, and demographic experience. These factors and the Company's resulting contributions also impact the funded status of each plan. The Company made the following contributions to its defined benefit pension plans and other postretirement benefit plans for the years ended December 31, 2021, 2020, and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Pension plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discretionary
|
|
|
|
|
|
|
Qualified
|
|
$
|
60
|
|
|
$
|
205
|
|
|
$
|
21
|
|
Non-qualified
|
|
9
|
|
|
8
|
|
|
7
|
|
Other benefit plans
|
|
37
|
|
|
33
|
|
|
31
|
|
Total contributions
|
|
$
|
106
|
|
|
$
|
246
|
|
|
$
|
59
|
|
For the year ending December 31, 2022, the Company expects its cash contributions to its qualified defined benefit pension plans to be less than $1 million, all of which will be discretionary. For the year ending December 31, 2022, the Company expects its cash contributions to its other postretirement benefit plans to be approximately $34 million.
The following table presents estimated future benefit payments, using the same assumptions used in determining the Company's benefit obligations, as of December 31, 2021. Benefit payments depend on future employment and compensation levels, years of service, and mortality. Changes in any of these factors could significantly affect these estimated amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
Pension Benefits
|
|
Other Benefit Payments
|
|
|
2022
|
|
$
|
318
|
|
|
$
|
34
|
|
|
|
2023
|
|
335
|
|
|
36
|
|
|
|
2024
|
|
355
|
|
|
37
|
|
|
|
2025
|
|
376
|
|
|
38
|
|
|
|
2026
|
|
395
|
|
|
37
|
|
|
|
Years 2027 to 2031
|
|
$
|
2,194
|
|
|
$
|
160
|
|
|
|
Pension Plan Assets
Pension assets include public equities, government and corporate bonds, cash and cash equivalents, private real estate funds, private partnerships, hedge funds, and other assets. Plan assets are held in a master trust and overseen by the Company's Investment Committee. All assets are externally managed through a combination of active and passive strategies. Managers may only invest in the asset classes for which they have been appointed.
The Investment Committee is responsible for setting the policy that provides the framework for management of the plan assets. The Investment Committee set the minimum and maximum permitted values for each asset class in the Company's pension plan master trust for the year ended December 31, 2021, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range
|
U.S. and international equities
|
|
35
|
|
|
-
|
|
60%
|
Fixed income securities
|
|
20
|
|
|
-
|
|
45%
|
Alternative investments
|
|
10
|
|
|
-
|
|
35%
|
The general objectives of the Company's pension asset strategy are to earn a rate of return over time to satisfy the benefit obligations of the plans, meet minimum ERISA funding requirements, and maintain sufficient liquidity to pay benefits and address other cash requirements within the master trust. Specific investment objectives include reducing the volatility of pension assets relative to benefit obligations, achieving a competitive total investment return, achieving diversification between and within asset classes, and managing other risks. Investment objectives for each asset class are determined based on specific risks and investment opportunities identified. Decisions regarding investment policies and asset allocations are made with the understanding of the historical and
prospective return and risk characteristics of various asset classes, the effect of asset allocations on funded status, future Company contributions, and projected expenditures, including benefit payments. The Company updates its asset allocations periodically. The Company uses various analytics to determine the optimal asset mix and considers plan obligation characteristics, duration, liquidity characteristics, funding requirements, expected rates of return, regular rebalancing, and the distribution of returns. Actual allocations to each asset class could vary from target allocations due to periodic investment strategy changes, short-term market value fluctuations, the length of time it takes to fully implement investment allocation positions, such as real estate and other alternative investments, and the timing of benefit payments and Company contributions.
Taking into account the asset allocation ranges, the Company determines the specific allocation of the master trust's investments within various asset classes. The master trust utilizes select investment strategies, which are executed through separate account or fund structures with external investment managers who demonstrate experience and expertise in the appropriate asset classes and styles. The selection of investment managers is done with careful evaluation of all aspects of performance and risk, demonstrated fiduciary responsibility, investment management experience, and a review of the investment managers' policies and processes. Investment performance is monitored frequently against appropriate benchmarks and tracked to compliance guidelines with the assistance of third-party consultants and performance evaluation tools and metrics.
Plan assets are stated at fair value. The Company employs a variety of pricing sources to estimate the fair value of its pension plan assets, including independent pricing vendors, dealer or counterparty-supplied valuations, third-party appraisals, and appraisals prepared by the Company's investment managers or other experts.
Investments in equity securities, common and preferred, are valued at the last reported sales price when an active market exists. Securities for which official or last trade pricing on an active exchange is available are classified as Level 1. If closing prices are not available, securities are valued at the last trade price, if deemed reasonable, or a broker's quote in a non-active market, and are typically categorized as Level 2.
Investments in fixed-income securities are generally valued by independent pricing services or dealers who make markets in such securities. Pricing methods are based upon market transactions for comparable securities and various relationships between securities that are generally recognized by institutional traders, and fixed-income securities typically are categorized as Level 2.
Investments in collective trust funds and commingled funds that use Net Asset Values (“NAV”) are valued based on the redemption price of units owned by the master trust, which is based on the current fair values of the funds’ underlying assets, as reported by the investment manager.
Investments in hedge funds generally do not have readily available market quotations and are estimated at fair value, which primarily utilizes NAV or the equivalent, as a practical expedient, as reported by the investment manager. Hedge funds usually have restrictions on redemptions that might affect the ability to sell the investment at NAV in the short term.
Real estate funds are typically valued through updated independent third-party appraisals, which are adjusted for changes in cash flows, market conditions, property performance, and leasing status. Since real estate funds do not have readily available market quotations, they are generally valued at NAV or its equivalent, as a practical expedient, as reported by the asset manager. Redemptions from real estate funds are also subject to various restrictions.
Private partnership interests include debt and equity investments. These investments are valued based on NAVs or their equivalents, adjusted for capital calls and distributions, reported by the respective general partners. The terms of the partnerships range from seven to ten or more years, and investors do not have the option to redeem their interests in these partnerships. As of December 31, 2021, unfunded commitments to private partnerships were $563 million.
Management reviews independently appraised values, audited financial statements, and additional pricing information to evaluate the net asset values. For the very limited group of investments for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value, additional information is obtained from the investment manager and evaluated internally to determine whether any adjustments are required to reflect fair value.
The Company might be unable to quickly liquidate some assets at amounts close or equal to fair value in order to meet plan liquidity requirements or respond to specific events, such as the creditworthiness of any particular issuer or counterparty. Illiquid assets are generally long-term investments that complement the long-term nature of the Company's pension obligations and are generally not used to fund benefit payments in the short term. Management monitors liquidity risk on an ongoing basis and has procedures designed to maintain adequate liquidity for plan requirements.
The master trust has considerable investments in fixed income securities for which changes in the relevant interest rate of a particular instrument might result in the inability to secure similar returns upon the maturity or sale of the instrument. Changes in prevailing interest rates might result in an increase or decrease in fair value of the instrument. Investment managers are permitted to use interest rate swaps and other financial derivatives to manage interest rate and credit risks.
Counterparty risk is the risk that a counterparty to a financial instrument held by the master trust will default on its commitment. Counterparty risk is generally related to over-the-counter derivative instruments used to manage risk exposure to interest rates on long-term debt securities. Certain agreements with counterparties employ set-off agreements, collateral support arrangements, and other risk mitigation practices designed to reduce the net credit risk exposure in the event of a counterparty default. The Company has credit policies and processes that manage concentrations of risk by seeking to undertake transactions with large well-capitalized counterparties and by monitoring the creditworthiness of these counterparties.
Certain investments that are measured at fair value using NAV per share (or its equivalent) as a practical expedient are not required to be categorized in the fair value hierarchy table. The total fair value of these investments is included in the table below to permit reconciliation of the fair value hierarchy to amounts presented in the funded status table above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021
|
($ in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Plan assets subject to leveling
|
|
|
|
|
|
|
|
|
U.S. and international equities
|
|
$
|
2,481
|
|
|
$
|
2,481
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government and agency debt securities
|
|
477
|
|
|
—
|
|
|
477
|
|
|
—
|
|
Corporate and other debt securities
|
|
1,553
|
|
|
—
|
|
|
1,553
|
|
|
—
|
|
Group annuity contract
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
Cash and cash equivalents, net
|
|
47
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net plan assets subject to leveling
|
|
$
|
4,561
|
|
|
$
|
2,528
|
|
|
$
|
2,033
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Plan assets not subject to leveling
|
|
|
|
|
|
|
|
|
U.S. and international equities (a)
|
|
1,994
|
|
|
|
|
|
|
|
Corporate and other debt securities
|
|
327
|
|
|
|
|
|
|
|
Real estate investments
|
|
467
|
|
|
|
|
|
|
|
Private partnerships
|
|
518
|
|
|
|
|
|
|
|
Hedge funds
|
|
361
|
|
|
|
|
|
|
|
Cash and cash equivalents, net (b)
|
|
232
|
|
|
|
|
|
|
|
Total plan assets not subject to leveling
|
|
3,899
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net plan assets
|
|
$
|
8,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) U.S. and international equity securities include investments in small, medium, and large capitalization stocks of public companies held in commingled trust funds.
(b) Cash and cash equivalents are 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
($ in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Plan assets subject to leveling
|
|
|
|
|
|
|
|
|
U.S. and international equities
|
|
$
|
2,224
|
|
|
$
|
2,224
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government and agency debt securities
|
|
466
|
|
|
—
|
|
|
466
|
|
|
—
|
|
Corporate and other debt securities
|
|
1,933
|
|
|
—
|
|
|
1,933
|
|
|
—
|
|
Group annuity contract
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
Cash and cash equivalents, net
|
|
37
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net plan assets subject to leveling
|
|
$
|
4,663
|
|
|
$
|
2,261
|
|
|
$
|
2,402
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Plan assets not subject to leveling
|
|
|
|
|
|
|
|
|
U.S. and international equities (a)
|
|
1,881
|
|
|
|
|
|
|
|
Corporate and other debt securities
|
|
240
|
|
|
|
|
|
|
|
Real estate investments
|
|
317
|
|
|
|
|
|
|
|
Private partnerships
|
|
202
|
|
|
|
|
|
|
|
Hedge funds
|
|
329
|
|
|
|
|
|
|
|
Cash and cash equivalents, net (b)
|
|
78
|
|
|
|
|
|
|
|
Total plan assets not subject to leveling
|
|
3,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net plan assets
|
|
$
|
7,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) U.S. and international equity securities include investments in small, medium, and large capitalization stocks of public companies held in commingled trust funds.
(b) Cash and cash equivalents are 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.
There was no activity attributable to Level 3 retirement plan assets during the years ended December 31, 2021 and 2020.
18. STOCK COMPENSATION PLANS
As of December 31, 2021, HII had stock-based compensation awards outstanding under the following plans: the Huntington Ingalls Industries, Inc. 2011 Long-Term Incentive Stock Plan (the "2011 Plan") and the Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan (the "2012 Plan").
Stock Compensation Plans
On March 23, 2012, the Company's board of directors adopted the 2012 Plan, subject to stockholder approval, and the Company's stockholders approved the 2012 Plan on May 2, 2012. Award grants made on or after May 2, 2012, were made under the 2012 Plan. Award grants made prior to May 2, 2012, were made under the 2011 Plan. No future grants will be made under the 2011 Plan.
The 2012 Plan permits awards of stock options, stock appreciation rights, and other stock awards. Each stock option grant is made with an exercise price of not less than 100% of the closing price of HII's common stock on the date of grant. Stock awards, in the form of RPSRs, restricted stock rights ("RSRs"), and stock rights, are granted to key employees and members of the board of directors without payment to the Company. The 2012 Plan authorized (i) 3.4 million new shares; plus (ii) any shares subject to outstanding awards under the 2011 Plan that were subsequently forfeited to the Company; plus (iii) any shares subject to outstanding awards under the 2011 Plan that were subsequently exchanged by the participant as full or partial payment to the Company in connection with any such award or exchanged by a participant or withheld by the Company to satisfy the tax withholding obligations
related to any such award. As of December 31, 2021, the remaining aggregate number of shares of the Company's common stock authorized for issuance under the 2012 Plan was 3.6 million.
The 2011 Plan permitted the awards of stock options and other stock awards. Stock awards, in the form of stock rights, were granted to members of the board of directors without payment to the Company.
Stock Awards
Stock awards include RPSRs, RSRs, and stock rights. The fair value of stock awards is determined based on the closing market price of the Company's common stock on the grant date. Compensation expense for stock awards is measured based on the grant date fair value and recognized over the vesting period, generally three years.
For purposes of measuring compensation expense, the amount of shares ultimately expected to vest is estimated at each reporting date based on management's expectations regarding the relevant service or performance criteria.
The Company issued the following stock awards in the years ended December 31, 2021, 2020, and 2019:
Restricted Performance Stock Rights - For the year ended December 31, 2021, the Company granted approximately 0.2 million RPSRs at a weighted average share price of $180.06. These rights are subject to cliff vesting on December 31, 2023. For the year ended December 31, 2020, the Company granted approximately 0.1 million RPSRs at a weighted average share price of $229.06. These rights are subject to cliff vesting on December 31, 2022. For the year ended December 31, 2019, the Company granted approximately 0.1 million RPSRs at a weighted average share price of $210.24. These rights were fully vested as of December 31, 2021. All of the RPSRs are subject to the achievement of performance-based targets at the end of the respective vesting periods and will ultimately vest between 0% and 200% of grant date value.
Restricted Stock Rights - Retention stock awards are granted to key employees primarily to ensure business continuity. In 2021, the Company granted approximately 31,400 RSRs at a weighted average share price of $187.59, with cliff vesting one to three years from the grant date. In 2020, the Company granted less than 1,000 RSRs at a weighted average share price of $192.26, with cliff vesting two to three years from the grant date. In 2019, no retention stock awards were granted. As of December 31, 2021, approximately 29,800 RSRs were outstanding.
For the year ended December 31, 2021, 0.1 million stock awards vested, of which less than 0.1 million were transferred to the Company from employees in satisfaction of minimum tax withholding obligations. For the year ended December 31, 2020, 0.1 million stock awards vested, of which less than 0.1 million were transferred to the Company from employees in satisfaction of minimum tax withholding obligations. For the year ended December 31, 2019, 0.3 million stock awards vested, of which approximately 0.1 million were transferred to the Company from employees in satisfaction of minimum tax withholding obligations.
Stock Rights and Stock Issuances - The Company granted stock rights to its non-employee directors on a quarterly basis in 2021, with each grant less than 10,000 shares. All stock rights granted to non-employee directors are fully vested on the grant date. If a non-employee director has met certain stock ownership guidelines, the non-employee director may elect under the terms of the Amended and Restated Directors’ Compensation Policy and Amended and Restated Board Deferred Compensation Policy to receive their annual equity award for the following calendar year in the form of either shares of the Company’s common stock or stock units that are payable in the fifth calendar year after the year in which the annual equity award is earned, or, if earlier, upon termination of the director’s board service.
Non-employee directors may also elect to receive their annual cash retainers in the form of stock units that become payable upon termination of the director’s board service. Non-employee directors who elect to receive their annual cash retainers in the form of stock units and have met their stock ownership guidelines may elect under the terms of the Amended and Restated Directors’ Compensation Policy and Amended and Restated Board Deferred Compensation Policy to receive stock units for the following calendar year that are payable in the fifth calendar year after the year in which the stock units are earned, or, if earlier, upon termination of the director’s board service.
Stock award activity for the years ended December 31, 2021, 2020, and 2019, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
(in thousands)
|
|
Weighted-Average
Grant Date Fair
Value
|
|
Weighted
Average
Remaining
Contractual Term
|
Outstanding as of December 31, 2018
|
|
399
|
|
|
$
|
174.07
|
|
|
0.7 years
|
Granted
|
|
132
|
|
|
210.16
|
|
|
|
Adjustment due to performance
|
|
114
|
|
|
135.86
|
|
|
|
Vested
|
|
(265)
|
|
|
135.86
|
|
|
|
Forfeited
|
|
(6)
|
|
|
232.60
|
|
|
|
Outstanding as of December 31, 2019
|
|
374
|
|
|
201.92
|
|
|
0.9 years
|
Granted
|
|
132
|
|
|
225.80
|
|
|
|
Adjustment due to performance
|
|
48
|
|
|
199.58
|
|
|
|
Vested
|
|
(157)
|
|
|
199.58
|
|
|
|
Forfeited
|
|
(16)
|
|
|
231.06
|
|
|
|
Outstanding as of December 31, 2020
|
|
381
|
|
|
211.77
|
|
|
1.0 year
|
Granted
|
|
213
|
|
|
181.66
|
|
|
|
Adjustment due to performance
|
|
19
|
|
|
259.03
|
|
|
|
Vested
|
|
(100)
|
|
|
259.03
|
|
|
|
Forfeited
|
|
(28)
|
|
|
202.81
|
|
|
|
Outstanding as of December 31, 2021
|
|
485
|
|
|
$
|
190.36
|
|
|
1.0 year
|
Vested awards include stock awards that fully vested during the year based on the level of achievement of the relevant performance goals. The performance goals for outstanding RPSRs granted in 2021, 2020, and 2019 were based on three metrics as defined in the grant agreements: earnings before interest, taxes, depreciation, amortization, and pension ("EBITDAP"), weighted at 40%, pension-adjusted return on invested capital ("ROIC"), weighted at 40%, and relative EBITDAP growth, weighted at 20%. The Company's EBITDAP growth will be measured against EBITDAP growth of the S&P Aerospace and Defense Select Index.
Compensation Expense
The Company recorded $33 million, $23 million, and $30 million of expense related to stock awards for the years ended December 31, 2021, 2020, and 2019, respectively. The Company recorded $8 million, $6 million, and $6 million as tax benefits related to stock awards for the years ended December 31, 2021, 2020, and 2019, respectively.
The Company recognized tax benefits for the years ended December 31, 2021, 2020, and 2019, of $4 million, $5 million, and $11 million, respectively, from the issuance of stock in settlement of stock awards.
Unrecognized Compensation Expense
As of December 31, 2021, the Company had $4 million of unrecognized compensation expense associated with RSRs granted in 2021 and 2020, which will be recognized over a weighted average period of 1.6 years, and $28 million of unrecognized expense associated with RPSRs granted in 2021 and 2020, which will be recognized over a weighted average period of 1.1 years.
19. SUBSIDIARY GUARANTORS
As described in Note 13: Debt, the Company issued senior notes through the consolidating parent company, HII. Performance of the Company's obligations under its senior notes outstanding as of December 31, 2021, including any repurchase obligations resulting from a change of control, is fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by each of HII's existing and future material domestic subsidiaries ("Subsidiary Guarantors"). The Subsidiary Guarantors are 100% owned by HII. Each HII subsidiary that did not provide a guarantee ("Non-Guarantors") is not material and HII, as the parent company issuer, did not have independent assets or operations. There are no significant restrictions on the ability of the parent company and the Subsidiary
Guarantors to obtain funds from their respective subsidiaries by dividend or loan, except those imposed by applicable law.