10-QFALSE03/31/2023Q12023HUNTINGTON
INGALLS INDUSTRIES, INC.000150158512/31Large Accelerated
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________
FORM 10-Q
______________________________________________________________
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2023
or
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________
Commission file number 001-34910
______________________________________________________________
HUNTINGTON INGALLS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
______________________________________________________________
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Delaware |
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90-0607005 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
4101 Washington Avenue Newport News, Virginia 23607
(Address of principal executive offices and zip code)
(757) 380-2000
(Registrant’s telephone number, including area code)
______________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock |
HII |
New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in
Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer |
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☒
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Accelerated Filer |
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☐ |
Non-Accelerated Filer |
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Smaller Reporting Company |
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☐ |
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Emerging Growth Company |
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☐ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes
☐
No ☒
As of April 28, 2023, 39,890,672 shares of the registrant's
common stock were outstanding.
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION |
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Page |
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Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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PART II – OTHER INFORMATION |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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HUNTINGTON INGALLS INDUSTRIES, INC.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (UNAUDITED)
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Three Months Ended
March 31 |
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(in millions, except per share amounts) |
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2023 |
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2022 |
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Sales and service revenues |
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Product sales |
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$ |
1,829 |
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$ |
1,724 |
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Service revenues |
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845 |
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852 |
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Sales and service revenues |
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2,674 |
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2,576 |
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Cost of sales and service revenues |
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Cost of product sales |
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1,568 |
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1,468 |
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Cost of service revenues |
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756 |
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759 |
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Income from operating investments, net |
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12 |
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7 |
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Other income and gains (losses), net |
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(1) |
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(1) |
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General and administrative expenses |
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220 |
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217 |
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Operating income |
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141 |
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138 |
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Other income (expense) |
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Interest expense |
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(24) |
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(26) |
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Non-operating retirement benefit |
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37 |
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71 |
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Other, net |
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9 |
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(7) |
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Earnings before income taxes |
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163 |
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176 |
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Federal and foreign income tax expense |
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34 |
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36 |
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Net earnings |
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$ |
129 |
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$ |
140 |
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Basic earnings per share |
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$ |
3.23 |
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$ |
3.50 |
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Weighted-average common shares outstanding |
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39.9 |
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40.0 |
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Diluted earnings per share |
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$ |
3.23 |
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$ |
3.50 |
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Weighted-average diluted shares outstanding |
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39.9 |
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40.0 |
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Dividends declared per share |
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$ |
1.24 |
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$ |
1.18 |
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Net earnings from above |
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$ |
129 |
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$ |
140 |
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Other comprehensive income (loss) |
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Change in unamortized benefit plan costs |
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4 |
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(86) |
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Tax benefit (expense) for items of other comprehensive
income |
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(1) |
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22 |
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Other comprehensive income (loss), net of tax |
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3 |
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(64) |
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Comprehensive income |
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$ |
132 |
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$ |
76 |
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The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
HUNTINGTON INGALLS INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(UNAUDITED)
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($ in millions) |
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March 31, 2023 |
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December 31, 2022 |
Assets |
|
|
|
|
Current Assets |
|
|
|
|
Cash and cash equivalents |
|
$ |
318 |
|
|
$ |
467 |
|
Accounts receivable, net of allowance for doubtful accounts of $2
million as of 2023 and 2022
|
|
755 |
|
|
636 |
|
Contract assets |
|
1,298 |
|
|
1,240 |
|
Inventoried costs |
|
190 |
|
|
183 |
|
Income taxes receivable |
|
113 |
|
|
170 |
|
|
|
|
|
|
Prepaid expenses and other current assets |
|
78 |
|
|
50 |
|
Total current assets |
|
2,752 |
|
|
2,746 |
|
Property, plant, and equipment, net of accumulated depreciation of
$2,351 million as of 2023 and $2,319 million as of
2022
|
|
3,182 |
|
|
3,198 |
|
Operating lease assets |
|
264 |
|
|
282 |
|
Goodwill |
|
2,618 |
|
|
2,618 |
|
Other intangible assets, net of accumulated amortization of $913
million as of 2023 and $881 million as of 2022
|
|
987 |
|
|
1,019 |
|
Pension plan assets |
|
623 |
|
|
600 |
|
|
|
|
|
|
Miscellaneous other assets |
|
423 |
|
|
394 |
|
Total assets |
|
$ |
10,849 |
|
|
$ |
10,857 |
|
Liabilities and Stockholders' Equity |
|
|
|
|
Current Liabilities |
|
|
|
|
Trade accounts payable |
|
$ |
505 |
|
|
$ |
642 |
|
Accrued employees’ compensation |
|
330 |
|
|
345 |
|
Current portion of long-term debt |
|
399 |
|
|
399 |
|
Current portion of postretirement plan liabilities |
|
134 |
|
|
134 |
|
Current portion of workers’ compensation liabilities |
|
229 |
|
|
229 |
|
Contract liabilities |
|
810 |
|
|
766 |
|
|
|
|
|
|
|
|
|
|
|
Other current liabilities |
|
460 |
|
|
380 |
|
Total current liabilities |
|
2,867 |
|
|
2,895 |
|
Long-term debt |
|
2,498 |
|
|
2,506 |
|
Pension plan liabilities |
|
216 |
|
|
214 |
|
Other postretirement plan liabilities |
|
259 |
|
|
260 |
|
Workers’ compensation liabilities |
|
464 |
|
|
463 |
|
Long-term operating lease liabilities |
|
225 |
|
|
246 |
|
Deferred tax liabilities |
|
389 |
|
|
418 |
|
Other long-term liabilities |
|
368 |
|
|
366 |
|
Total liabilities |
|
7,286 |
|
|
7,368 |
|
Commitments and Contingencies (Note 10) |
|
|
|
|
Stockholders’ Equity |
|
|
|
|
Common stock, $0.01 par value; 150 million shares authorized; 53.6
million shares issued and 39.9 million shares outstanding as of
March 31, 2023, and 53.5 million shares issued and 39.9 million
shares outstanding as of December 31, 2022
|
|
1 |
|
|
1 |
|
Additional paid-in capital |
|
2,024 |
|
|
2,022 |
|
Retained earnings |
|
4,354 |
|
|
4,276 |
|
Treasury stock |
|
(2,220) |
|
|
(2,211) |
|
Accumulated other comprehensive loss |
|
(596) |
|
|
(599) |
|
Total stockholders’ equity |
|
3,563 |
|
|
3,489 |
|
Total liabilities and stockholders’ equity |
|
$ |
10,849 |
|
|
$ |
10,857 |
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
HUNTINGTON INGALLS INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
($ in millions) |
|
2023 |
|
2022 |
Operating Activities |
|
|
|
|
Net earnings |
|
$ |
129 |
|
|
$ |
140 |
|
Adjustments to reconcile to net cash used in operating
activities |
|
|
|
|
Depreciation |
|
55 |
|
|
52 |
|
Amortization of purchased intangibles |
|
32 |
|
|
35 |
|
Amortization of debt issuance costs |
|
2 |
|
|
2 |
|
Provision for doubtful accounts |
|
— |
|
|
(7) |
|
Stock-based compensation |
|
12 |
|
|
9 |
|
Deferred income taxes |
|
(30) |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss (gain) on investments in marketable securities |
|
(8) |
|
|
9 |
|
|
|
|
|
|
Change in |
|
|
|
|
Accounts receivable |
|
(119) |
|
|
(231) |
|
Contract assets |
|
(58) |
|
|
(39) |
|
Inventoried costs |
|
(7) |
|
|
(27) |
|
Prepaid expenses and other assets |
|
30 |
|
|
7 |
|
Accounts payable and accruals |
|
(31) |
|
|
— |
|
Retiree benefits |
|
(18) |
|
|
(34) |
|
Other non-cash transactions, net |
|
2 |
|
|
(1) |
|
Net cash used in operating activities |
|
(9) |
|
|
(83) |
|
Investing Activities |
|
|
|
|
Capital expenditures |
|
|
|
|
Capital expenditure additions |
|
(43) |
|
|
(43) |
|
Grant proceeds for capital expenditures |
|
3 |
|
|
— |
|
|
|
|
|
|
Investment in affiliates |
|
(20) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
(60) |
|
|
(43) |
|
Financing Activities |
|
|
|
|
|
|
|
|
|
Repayment of long-term debt |
|
(10) |
|
|
(100) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid |
|
(49) |
|
|
(47) |
|
Repurchases of common stock |
|
(9) |
|
|
(10) |
|
Employee taxes on certain share-based payment
arrangements |
|
(12) |
|
|
(14) |
|
|
|
|
|
|
Net cash used in financing activities |
|
(80) |
|
|
(171) |
|
Change in cash and cash equivalents |
|
(149) |
|
|
(297) |
|
Cash and cash equivalents, beginning of period |
|
467 |
|
|
627 |
|
Cash and cash equivalents, end of period |
|
$ |
318 |
|
|
$ |
330 |
|
Supplemental Cash Flow Disclosure |
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
12 |
|
|
$ |
11 |
|
Non-Cash Investing and Financing Activities |
|
|
|
|
Capital expenditures accrued in accounts payable |
|
$ |
8 |
|
|
$ |
1 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
HUNTINGTON INGALLS INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2023 and 2022
($ in millions) |
|
Common Stock |
|
Additional Paid-in Capital |
|
Retained Earnings (Deficit) |
|
Treasury Stock |
|
Accumulated Other Comprehensive Income (Loss) |
|
Total Stockholders' Equity |
Balance as of December 31, 2021 |
|
$ |
1 |
|
|
$ |
1,998 |
|
|
$ |
3,891 |
|
|
$ |
(2,159) |
|
|
$ |
(923) |
|
|
$ |
2,808 |
|
Net earnings |
|
— |
|
|
— |
|
|
140 |
|
|
— |
|
|
— |
|
|
140 |
|
Dividends declared ($1.18 per share)
|
|
— |
|
|
— |
|
|
(47) |
|
|
— |
|
|
— |
|
|
(47) |
|
Stock-based compensation |
|
— |
|
|
(3) |
|
|
(2) |
|
|
— |
|
|
— |
|
|
(5) |
|
Other comprehensive loss, net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(64) |
|
|
(64) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock activity |
|
— |
|
|
— |
|
|
— |
|
|
(10) |
|
|
— |
|
|
(10) |
|
Balance as of March 31, 2022 |
|
$ |
1 |
|
|
$ |
1,995 |
|
|
$ |
3,982 |
|
|
$ |
(2,169) |
|
|
$ |
(987) |
|
|
$ |
2,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2022 |
|
$ |
1 |
|
|
$ |
2,022 |
|
|
$ |
4,276 |
|
|
$ |
(2,211) |
|
|
$ |
(599) |
|
|
$ |
3,489 |
|
Net earnings |
|
— |
|
|
— |
|
|
129 |
|
|
— |
|
|
— |
|
|
129 |
|
Dividends declared ($1.24 per share)
|
|
— |
|
|
— |
|
|
(49) |
|
|
— |
|
|
— |
|
|
(49) |
|
Stock-based compensation |
|
— |
|
|
2 |
|
|
(2) |
|
|
— |
|
|
— |
|
|
— |
|
Other comprehensive income, net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3 |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock activity |
|
— |
|
|
— |
|
|
— |
|
|
(9) |
|
|
— |
|
|
(9) |
|
Balance as of March 31, 2023 |
|
$ |
1 |
|
|
$ |
2,024 |
|
|
$ |
4,354 |
|
|
$ |
(2,220) |
|
|
$ |
(596) |
|
|
$ |
3,563 |
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
HUNTINGTON INGALLS INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS
Huntington Ingalls Industries, Inc. ("HII" or the "Company") is a
global, all-domain defense partner, building and delivering the
world’s most powerful, survivable naval ships and technologies that
safeguard America’s seas, sky, land, space, and cyber. HII is
organized into three reportable segments: Ingalls Shipbuilding
("Ingalls"), Newport News Shipbuilding ("Newport News"), and
Mission Technologies. 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, making HII America's largest shipbuilder. The
Mission Technologies segment delivers high-value engineering and
technology solutions to enable multi-domain distributed operations
in the government and commercial services markets.
2. BASIS OF PRESENTATION
Principles of Consolidation
- The unaudited condensed 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-Q promulgated by
the Securities and Exchange Commission ("SEC"). As used in the
Notes to the Condensed Consolidated Financial Statements
(Unaudited), the terms "HII" and "the Company" refer to HII and its
subsidiaries. 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.
These unaudited condensed consolidated financial statements include
all adjustments of a normal recurring nature considered necessary
by management for a fair presentation of the unaudited condensed
consolidated financial position, results of operations, and cash
flows and should be read in conjunction with the Company's audited
consolidated financial statements included in the Company's 2022
Annual Report on Form 10-K.
The quarterly information is labeled using a calendar convention;
that is, first quarter is consistently labeled as ending on March
31, second quarter as ending on June 30, and third quarter as
ending on September 30. It is management's long-standing practice
to establish interim closing dates using a "fiscal" calendar, which
requires the businesses to close their books on a Friday near these
quarter-end dates in order to normalize the potentially disruptive
effects of quarterly closings on business processes. The effects of
this practice only exist for interim periods within a reporting
year.
Accounting Estimates
- The preparation of the Company's unaudited condensed 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.
Fair Value of Financial Instruments
- 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 $215
million and $209 million as of March 31, 2023, and December 31,
2022, respectively, and are presented within miscellaneous other
assets within the unaudited condensed 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.
The estimated fair values of the Company's total long-term debt
(including current portion) as of March 31, 2023, and December 31,
2022, were $2,747 million and $2,703 million, respectively. The
estimated fair values of the current portion of the Company's
long-term debt were $393 million and $390 million as of March 31,
2023 and December 31, 2022, 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.
3. ACCOUNTING STANDARDS UPDATES
Accounting pronouncements issued but not effective until after
December 31, 2023, are not expected to have a material impact on
the Company's consolidated financial position, results of
operations, and cash flows.
4. STOCKHOLDERS' EQUITY
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
three months ended March 31, 2023, the Company repurchased 39,325
shares at an aggregate cost of $9 million. For the three months
ended March 31, 2022, the Company repurchased 50,549 shares at an
aggregate cost of $10 million. The cost of purchased shares is
recorded as treasury stock in the unaudited condensed consolidated
statements of financial position.
Dividends
- The Company paid cash dividends totaling $49 million and $47
million for
the
three months ended March 31, 2023 and 2022,
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 $596 million and
$599 million as of March 31, 2023 and December 31, 2022,
respectively.
The changes in accumulated other comprehensive loss by component
for the three months ended March 31, 2023 and 2022, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
|
Benefit Plans |
|
Other |
|
Total |
Balance as of December 31, 2021 |
|
$ |
(923) |
|
|
$ |
— |
|
|
$ |
(923) |
|
Other comprehensive loss before reclassifications |
|
(97) |
|
|
— |
|
|
(97) |
|
Amounts reclassified from accumulated other comprehensive
loss |
|
|
|
|
|
|
Amortization of prior service cost1
|
|
3 |
|
|
— |
|
|
3 |
|
Amortization of net actuarial loss1
|
|
8 |
|
|
— |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefit for items of other comprehensive loss |
|
22 |
|
|
— |
|
|
22 |
|
Net current period other comprehensive loss |
|
(64) |
|
|
— |
|
|
(64) |
|
Balance as of March 31, 2022 |
|
$ |
(987) |
|
|
$ |
— |
|
|
$ |
(987) |
|
|
|
|
|
|
|
|
Balance as of December 31, 2022 |
|
$ |
(599) |
|
|
$ |
— |
|
|
$ |
(599) |
|
|
|
|
|
|
|
|
Amounts reclassified from accumulated other comprehensive
loss |
|
|
|
|
|
|
Amortization of prior service cost1
|
|
3 |
|
|
— |
|
|
3 |
|
Amortization of net actuarial loss1
|
|
1 |
|
|
— |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense for items of other comprehensive income |
|
(1) |
|
|
— |
|
|
(1) |
|
Net current period other comprehensive income |
|
3 |
|
|
— |
|
|
3 |
|
Balance as of March 31, 2023 |
|
$ |
(596) |
|
|
$ |
— |
|
|
$ |
(596) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
These accumulated comprehensive loss components are included in the
computation of net periodic benefit cost. See Note 11: Employee
Pension and Other Postretirement Benefits. The tax expense recorded
in stockholders' equity for the amounts reclassified from
accumulated other comprehensive loss for the three months ended
March 31, 2023 and 2022, was $1 million and $3 million,
respectively.
5. EARNINGS PER SHARE
Basic and diluted earnings per common share were calculated as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|
|
(in millions, except per share amounts) |
|
2023 |
|
2022 |
|
|
|
|
Net earnings |
|
$ |
129 |
|
|
$ |
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
39.9 |
|
|
40.0 |
|
|
|
|
|
Net dilutive effect of stock awards |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive weighted-average common shares outstanding |
|
39.9 |
|
|
40.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share - basic |
|
$ |
3.23 |
|
|
$ |
3.50 |
|
|
|
|
|
Earnings per share - diluted |
|
$ |
3.23 |
|
|
$ |
3.50 |
|
|
|
|
|
Under the treasury stock method, the Company has excluded from the
diluted share amounts presented above the effects of 0.5 million
and 0.4 million Restricted Performance Stock Rights
("RPSRs") for the three months ended
March 31, 2023 and 2022, respectively.
6. REVENUE
Disaggregation of Revenue
The Company's contracts with customers typically fall into one of
four categories: firm fixed-price, fixed-price incentive,
cost-type, and time and materials. For more information on the
Company's contracts, see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in Part II, Item 7
of the Company's 2022 Annual Report on Form 10-K.
The following tables present revenues on a disaggregated
basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2023 |
($ in millions) |
|
Ingalls |
|
Newport News |
|
Mission Technologies |
|
Intersegment Eliminations |
|
Total |
Revenue Type |
|
|
|
|
|
|
|
|
|
|
Product sales |
|
$ |
534 |
|
|
$ |
1,271 |
|
|
$ |
24 |
|
|
$ |
— |
|
|
$ |
1,829 |
|
Service revenues |
|
41 |
|
|
234 |
|
|
570 |
|
|
— |
|
|
845 |
|
Intersegment |
|
2 |
|
|
1 |
|
|
30 |
|
|
(33) |
|
|
— |
|
Sales and service revenues |
|
$ |
577 |
|
|
$ |
1,506 |
|
|
$ |
624 |
|
|
$ |
(33) |
|
|
$ |
2,674 |
|
Customer Type |
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
575 |
|
|
$ |
1,505 |
|
|
$ |
581 |
|
|
$ |
— |
|
|
$ |
2,661 |
|
Commercial |
|
— |
|
|
— |
|
|
13 |
|
|
— |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment |
|
2 |
|
|
1 |
|
|
30 |
|
|
(33) |
|
|
— |
|
Sales and service revenues |
|
$ |
577 |
|
|
$ |
1,506 |
|
|
$ |
624 |
|
|
$ |
(33) |
|
|
$ |
2,674 |
|
Contract Type |
|
|
|
|
|
|
|
|
|
|
Firm fixed-price |
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
75 |
|
|
$ |
— |
|
|
$ |
77 |
|
Fixed-price incentive |
|
533 |
|
|
829 |
|
|
— |
|
|
— |
|
|
1,362 |
|
Cost-type |
|
40 |
|
|
676 |
|
|
467 |
|
|
— |
|
|
1,183 |
|
Time and materials |
|
— |
|
|
— |
|
|
52 |
|
|
— |
|
|
52 |
|
Intersegment |
|
2 |
|
|
1 |
|
|
30 |
|
|
(33) |
|
|
— |
|
Sales and service revenues |
|
$ |
577 |
|
|
$ |
1,506 |
|
|
$ |
624 |
|
|
$ |
(33) |
|
|
$ |
2,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2022 |
($ in millions) |
|
Ingalls |
|
Newport News |
|
Mission Technologies |
|
Intersegment Eliminations |
|
Total |
Revenue Type |
|
|
|
|
|
|
|
|
|
|
Product sales |
|
$ |
578 |
|
|
$ |
1,121 |
|
|
$ |
25 |
|
|
$ |
— |
|
|
$ |
1,724 |
|
Service revenues |
|
50 |
|
|
267 |
|
|
535 |
|
|
— |
|
|
852 |
|
Intersegment |
|
3 |
|
|
2 |
|
|
30 |
|
|
(35) |
|
|
— |
|
Sales and service revenues |
|
$ |
631 |
|
|
$ |
1,390 |
|
|
$ |
590 |
|
|
$ |
(35) |
|
|
$ |
2,576 |
|
Customer Type |
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
628 |
|
|
$ |
1,388 |
|
|
$ |
547 |
|
|
$ |
— |
|
|
$ |
2,563 |
|
Commercial |
|
— |
|
|
— |
|
|
13 |
|
|
— |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment |
|
3 |
|
|
2 |
|
|
30 |
|
|
(35) |
|
|
— |
|
Sales and service revenues |
|
$ |
631 |
|
|
$ |
1,390 |
|
|
$ |
590 |
|
|
$ |
(35) |
|
|
$ |
2,576 |
|
Contract Type |
|
|
|
|
|
|
|
|
|
|
Firm fixed-price |
|
$ |
2 |
|
|
$ |
8 |
|
|
$ |
64 |
|
|
$ |
— |
|
|
$ |
74 |
|
Fixed-price incentive |
|
576 |
|
|
703 |
|
|
— |
|
|
— |
|
|
1,279 |
|
Cost-type |
|
50 |
|
|
677 |
|
|
425 |
|
|
— |
|
|
1,152 |
|
Time and materials |
|
— |
|
|
— |
|
|
71 |
|
|
— |
|
|
71 |
|
Intersegment |
|
3 |
|
|
2 |
|
|
30 |
|
|
(35) |
|
|
— |
|
Sales and service revenues |
|
$ |
631 |
|
|
$ |
1,390 |
|
|
$ |
590 |
|
|
$ |
(35) |
|
|
$ |
2,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|
|
($ in millions) |
|
2023 |
|
2022 |
|
|
|
|
Major Programs |
|
|
|
|
|
|
|
|
Amphibious assault ships |
|
$ |
323 |
|
|
$ |
363 |
|
|
|
|
|
Surface combatants and coast guard cutters |
|
253 |
|
|
265 |
|
|
|
|
|
Other |
|
1 |
|
|
3 |
|
|
|
|
|
Total Ingalls |
|
577 |
|
|
631 |
|
|
|
|
|
Aircraft carriers |
|
837 |
|
|
742 |
|
|
|
|
|
Submarines |
|
540 |
|
|
470 |
|
|
|
|
|
Other |
|
129 |
|
|
178 |
|
|
|
|
|
Total Newport News |
|
1,506 |
|
|
1,390 |
|
|
|
|
|
Mission based solutions |
|
518 |
|
|
491 |
|
|
|
|
|
Other |
|
106 |
|
|
99 |
|
|
|
|
|
Total Mission Technologies |
|
624 |
|
|
590 |
|
|
|
|
|
Intersegment eliminations |
|
(33) |
|
|
(35) |
|
|
|
|
|
Sales and service revenues |
|
$ |
2,674 |
|
|
$ |
2,576 |
|
|
|
|
|
As of March 31, 2023, the Company had $47.0 billion of remaining
performance obligations. The Company expects to recognize
approximately 40% of its remaining performance obligations as
revenue through 2024, an additional 25% through 2026, and the
balance thereafter.
Cumulative Catch-up Revenue Adjustments
For the three months ended March 31, 2023, net cumulative catch-up
revenue adjustments increased operating income and increased
diluted earnings per share by $9 million and $0.17, respectively.
For the three months ended March 31, 2022, net cumulative catch-up
revenue adjustments increased operating income and increased
diluted earnings per share by $45 million and $0.89,
respectively.
Cumulative catch-up revenue adjustments for the three months ended
March 31, 2023, included a favorable adjustment of $15 million
on a contract at the Company's Newport News segment, which
increased diluted earnings per share by $0.30. Cumulative catch-up
revenue adjustments for the three months ended March 31, 2023,
included an unfavorable adjustment of $14 million on a
contract at the Company's Newport News segment, which decreased
diluted earnings per share by $0.28.
Cumulative catch-up revenue adjustments for the three months ended
March 31, 2022, included a favorable adjustment of $17 million
on a contract at the Company's Ingalls segment, which increased
diluted earnings per share by $0.34. For the three months ended
March 31, 2022, no individual unfavorable cumulative catch-up
revenue adjustment was material to the Company's unaudited
condensed consolidated statements of operations and comprehensive
income.
Contract Balances
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 $14 million from December 31, 2022, to March 31, 2023,
primarily resulting from an increase in contract assets related to
revenue on certain U.S. Navy contracts. For the three months ended
March 31, 2023, the Company recognized revenue of $551 million
related to its contract liabilities as of December 31, 2022. For
the three months ended March 31, 2022, the Company recognized
revenue of $379 million related to its contract liabilities as
of December 31, 2021.
7. SEGMENT INFORMATION
The following table presents segment results for the three months
ended March 31, 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|
|
($ in millions) |
|
2023 |
|
2022 |
|
|
|
|
Sales and Service Revenues |
|
|
|
|
|
|
|
|
Ingalls |
|
$ |
577 |
|
|
$ |
631 |
|
|
|
|
|
Newport News |
|
1,506 |
|
|
1,390 |
|
|
|
|
|
Mission Technologies |
|
624 |
|
|
590 |
|
|
|
|
|
Intersegment eliminations |
|
(33) |
|
|
(35) |
|
|
|
|
|
Sales and service revenues |
|
$ |
2,674 |
|
|
$ |
2,576 |
|
|
|
|
|
Operating Income |
|
|
|
|
|
|
|
|
Ingalls |
|
$ |
55 |
|
|
$ |
86 |
|
|
|
|
|
Newport News |
|
84 |
|
|
81 |
|
|
|
|
|
Mission Technologies |
|
17 |
|
|
9 |
|
|
|
|
|
Segment operating income |
|
156 |
|
|
176 |
|
|
|
|
|
Non-segment factors affecting operating income |
|
|
|
|
|
|
|
|
Operating FAS/CAS Adjustment |
|
(19) |
|
|
(37) |
|
|
|
|
|
Non-current state income taxes |
|
4 |
|
|
(1) |
|
|
|
|
|
Operating income |
|
$ |
141 |
|
|
$ |
138 |
|
|
|
|
|
Operating FAS/CAS Adjustment
- The Operating FAS/CAS Adjustment represents the difference
between the service cost component of our pension and other
postretirement benefit plan expense determined in accordance with
U.S. GAAP Financial Accounting Standards ("FAS") and our pension
and other postretirement expense under U.S. Government Cost
Accounting Standards ("CAS").
The following table presents the Company's assets by
segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
|
March 31, 2023 |
|
December 31, 2022 |
Assets |
|
|
|
|
Ingalls |
|
$ |
1,615 |
|
|
$ |
1,633 |
|
Newport News |
|
4,566 |
|
|
4,344 |
|
Mission Technologies |
|
3,291 |
|
|
3,347 |
|
Corporate |
|
1,377 |
|
|
1,533 |
|
Total assets |
|
$ |
10,849 |
|
|
$ |
10,857 |
|
8. INCOME TAXES
The Company's earnings are primarily domestic, and its effective
income tax rates on earnings from operations for the three months
ended March 31, 2023 and 2022, were 20.9% and 20.5%, respectively,
which did not differ materially from the federal statutory
corporate income tax rate of 21%.
The Company's unrecognized tax benefits increased by $2 million
during the
three months ended
March 31, 2023. As of March 31, 2023, the estimated amounts of the
Company's unrecognized tax benefits, excluding interest and
penalties, were liabilities of $92 million. Assuming a sustainment
of these tax positions, a reversal of $70 million of the accrued
amounts 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. For the three
months ended March 31, 2023, interest resulting from the
unrecognized tax benefits noted above increased income tax expense
by $1 million.
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 unrecognized state 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.
9. 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. The Company has
also provided footnote
disclosure for matters for which a material loss is reasonably
possible but a reserve has not been accrued because
the likelihood of a material loss is not probable.
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 against 32
reinsurers 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. The Company also has
initiated arbitration proceedings against six other reinsurers
seeking similar relief. In July 2021, the Vermont court granted the
reinsurers’ motion for judgment on the pleadings, which would have
ended the Company’s claim. The Company appealed the decision to the
Vermont Supreme Court, which reversed and remanded the lower
court’s decision in September 2022, allowing the Company’s claim to
proceed. 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. In some instances, partial or full insurance coverage is
available for the Company's liabilities. The costs to resolve cases
during the three months ended March 31, 2023 and 2022, were not
material individually or in the aggregate. The Company’s estimate
of asbestos-related liabilities is subject to uncertainty because
liabilities are influenced by many variables that are inherently
difficult to predict. Although the Company believes the ultimate
resolution of current cases will not have a material effect on its
condensed 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. Following an arbitration proceeding between the parties,
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 condensed
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.
10. 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 March 31, 2023,
amounts recognized in connection with claims and requests for
equitable adjustment were not material individually or in the
aggregate.
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 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. Management estimates that as of March 31, 2023, the
probable estimable future cost for environmental remediation was
not material. 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 March
31, 2023, the Company had $14 million in issued but undrawn letters
of credit and $360 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. Consistent with the 1985
settlement agreement, the Company has not recovered cumulative
billable costs resulting from the different treatment of workers'
compensation costs between CAS and FAS. Under the 1985 settlement
agreement, these costs would be recovered in future periods. In
December 2020, a U.S. Navy 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. The Company believes the 1985
settlement agreement is CAS-compliant and cannot be unilaterally
terminated, but the Company is continuing to negotiate a resolution
of the matter with the Contracting Officer.
In August 2022, the Navy Contracting Officer issued a written
determination that the Ingalls Shipbuilding Property Management
System had a significant deficiency, resulting in a 2% withhold of
payments on certain invoices issued under one contract. In
response, the Company proposed a corrective action plan, which the
Navy approved. Subsequently, the Navy terminated the withhold and
released withheld funds to the Company.
In January 2023, the Company entered into discussions with a
Mission Technologies' customer to amend an
existing contract to address manufacturing issues. Although final
agreement has not been reached, the Company recorded during the
period ended March 31, 2023, a provision for contract loss that was
not material to the financial statements as a whole.
National Security Cutter (“NSC”) 11 Steel Plates Issue
- After the Company’s Ingalls Shipbuilding segment began
fabrication of
Friedman
(NSC 11) for the U.S. Coast Guard, the Coast Guard initiated
communications with Ingalls about the degree of corrosion of
certain steel plates Ingalls was using to fabricate
Friedman
(NSC 11), as well as the process Ingalls was using to remediate the
corrosion. The Coast Guard subsequently informed Ingalls of its
objection to the process Ingalls was using to remediate corrosion
in
Friedman
(NSC 11) steel plates and requested that Ingalls follow a different
remediation process or, alternatively, reconstruct affected
fabricated units with new steel. Ingalls and the Coast Guard are
continuing to seek a resolution of the matter. The Company has
included estimates of the financial impact of the
Friedman
(NSC 11) matter into its contract cost estimates and revenue
recognition processes. The variability of the scope of work the
Company will perform to resolve the matter and the extent to which
the Company will recover increased costs to resolve the matter
could impact those estimates in the future. The ultimate resolution
of the
Friedman
(NSC 11) steel plates issue, including the scope of remediation
work and recovery of associated costs, could result in an adverse
effect on the Company's condensed consolidated financial position,
results of operations, or cash flows.
Collective Bargaining Agreements
- Of the Company's approximately 43,000 employees, approximately
45% are covered by a total of nine collective bargaining agreements
and one site stabilization agreement. The Company believes its
relationship with its employees is satisfactory.
11. EMPLOYEE PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company provides eligible employees defined benefit pension
plans, other postretirement benefit plans, and defined contribution
pension plans.
The costs of the Company's defined benefit pension plans and other
postretirement benefit plans for the three months ended March 31,
2023 and 2022, were as follows:
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|
|
|
|
Pension Benefits |
|
Other Benefits |
|
|
|
|
($ in millions) |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
Components of net periodic benefit cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
28 |
|
|
$ |
45 |
|
|
$ |
1 |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
|
Interest cost |
|
86 |
|
|
64 |
|
|
5 |
|
|
4 |
|
|
|
|
|
|
|
|
|
Expected return on plan assets |
|
(132) |
|
|
(150) |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Amortization of prior service cost (credit) |
|
4 |
|
|
4 |
|
|
(1) |
|
|
(1) |
|
|
|
|
|
|
|
|
|
Amortization of net actuarial loss (gain) |
|
4 |
|
|
9 |
|
|
(3) |
|
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit (income) cost |
|
$ |
(10) |
|
|
$ |
(28) |
|
|
$ |
2 |
|
|
$ |
4 |
|
|
|
|
|
|
|
|
|
The Company made the following contributions to its defined benefit
pension plans and other postretirement benefit plans for the three
months ended March 31, 2023 and 2022:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
($ in millions) |
|
2023 |
|
2022 |
Pension plans |
|
|
|
|
|
|
|
|
|
Discretionary |
|
|
|
|
Qualified |
|
$ |
— |
|
|
$ |
— |
|
Non-qualified |
|
2 |
|
|
3 |
|
Other benefit plans |
|
8 |
|
|
7 |
|
Total contributions |
|
$ |
10 |
|
|
$ |
10 |
|
As of March 31, 2023, the Company anticipates no further
significant cash contributions to its qualified defined benefit
pension plans in 2023.
12. STOCK COMPENSATION PLANS
During the three months ended March 31, 2023 and 2022, the Company
issued new stock awards as follows:
Restricted Performance Stock Rights
- For the three months ended March 31, 2023, the Company granted
approximately 0.1 million RPSRs at a weighted average share price
of $215.20. These rights are subject to cliff vesting on December
31, 2025. For the three months ended March 31, 2022, the Company
granted approximately 0.1 million RPSRs at a weighted average share
price of $204.10. These rights are subject to cliff vesting on
December 31, 2024. 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.
For the three months ended March 31, 2023 and 2022, awards of
approximately 0.1 million and 0.2 million shares of stock vested,
respectively, of which less than 0.1 million for each period were
transferred to the Company from employees in satisfaction of
minimum tax withholding obligations.
The following table summarizes the status of the Company's
outstanding stock awards as of March 31, 2023:
|
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|
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|
|
|
|
|
|
|
|
|
|
Stock Awards
(in thousands) |
|
Weighted-Average
Grant Date Fair
Value |
|
Weighted-Average Remaining Contractual Term
(in years) |
Total stock awards |
|
551 |
|
|
$ |
189.15 |
|
|
1.5 |
Compensation Expense
The Company recorded stock-based compensation for the value of
awards granted to Company employees and non-employee members of the
board of directors of $12 million and $9 million for the three
months ended March 31, 2023 and 2022, respectively.
The Company recorded tax benefits related to stock awards of $2
million and $1 million for the three months ended March 31, 2023
and 2022, respectively. The Company recognized tax benefits
associated with the issuance of stock in settlement of stock awards
of $3 million and $4 million for the three months ended March 31,
2023 and 2022, respectively.
Unrecognized Compensation Expense
As of March 31, 2023, the Company had $2 million of unrecognized
compensation expense associated with Restricted Stock Rights
granted in 2023, 2022, and 2021, which will be recognized over a
weighted average period of 0.9 years, and $57 million of
unrecognized compensation expense associated with RPSRs granted in
2023, 2022, and 2021, which will be recognized over a weighted
average period of 1.7 years.
13. SUBSEQUENT EVENTS
In April 2023, the Company amended its existing $1.5 billion credit
facility (the "Revolving Credit Facility") and $650 million term
loan due August 19, 2024 (the "Term Loan") to change the benchmark
interest rate from the London Interbank Offered Rate to the Secured
Overnight Financing Rate (“SOFR”). The new interest rate will be
based on SOFR plus an interest spread based on the Company's credit
rating, plus an additional 0.10%. The Company does not expect the
transition to the SOFR benchmark to materially impact its financial
results. For further information on the Company's debt, see the
Company's 2022 Annual Report on Form 10-K.
Item 2. Management's
Discussion and Analysis of Financial Condition and Results of
Operations
OVERVIEW
Our Business
Huntington Ingalls Industries, Inc. ("HII", "we", "us", or "our")
is a global, all-domain defense partner, building and delivering
the world’s most powerful, survivable naval ships and technologies
that safeguard America’s seas, sky, land, space, and cyber. For
more than a century, our Ingalls Shipbuilding segment ("Ingalls")
in Mississippi and Newport News Shipbuilding segment ("Newport
News") in Virginia have built more ships in more ship classes than
any other U.S. naval shipbuilder, making us America's largest
shipbuilder. Our Mission Technologies segment delivers high-value
engineering and technology solutions to enable multi-domain
distributed operations in the government and commercial markets.
Headquartered in Newport News, Virginia, HII employs approximately
43,000 people domestically and internationally.
We conduct most of our business with the U.S. Government, primarily
the Department of Defense ("DoD"). As prime contractor, principal
subcontractor, team member, or partner, we participate in many
high-priority U.S. defense programs. Ingalls includes our
non-nuclear ship design, construction, repair, and maintenance
businesses. Newport News includes all of our nuclear ship design,
construction, overhaul, refueling, and repair and maintenance
businesses. Our Mission Technologies segment provides a wide range
of services and products, including command, control, computers,
communications, cyber, intelligence, surveillance, and
reconnaissance ("C5ISR") systems and operations; the application of
Artificial Intelligence and machine learning to battlefield
decisions; defense and offensive cyberspace strategies and
electronic warfare; unmanned autonomous systems; live, virtual, and
constructive training solutions; platform modernization; and
critical nuclear operations.
The following discussion should be read along with the unaudited
condensed consolidated financial statements included in this
Quarterly Report on Form 10-Q, as well as our 2022 Annual Report on
Form 10-K.
Business Environment
We continue to see uncertainty in the economy, our industry, and
our company, with challenges for customers and suppliers, labor
shortages, supply chain challenges, and inflation, among other
impacts.
U.S. Government Contracts
- The President submitted the fiscal year 2024 budget request on
March 9, 2023, and the request is now under consideration by
Congress. The budget request reflects continued investment in
shipbuilding, funding the second
Columbia
class (SSBN 826) submarine, two
Virginia
class (SSN 774) attack submarines, two Flight III
Arleigh Burke
class (DDG 51) destroyers, and the final increment of
Fallujah
(LHA 9). Additionally, the budget request continues funding for
USS
Gerald R. Ford
class (CVN 78) nuclear aircraft carriers and aircraft carrier
refueling programs, and includes investment in the submarine
industrial base. The U.S. Marine Corps included a LPD Flight II
amphibious ship (LPD 33) in its fiscal year 2024 unfunded priority
list, which was submitted to the Congress shortly after the release
of the budget request.
Political and Economic Environment -
The global geopolitical and economic environment continues to be
impacted
by uncertainty, heightened tensions, and instability. Geopolitical
relationships have changed, and are continuing to
change, and the U.S. and its allies face a global security
environment that includes threats from state and
non-state
actors, including major global powers, as well as terrorist
organizations, emerging nuclear tensions, diverse
regional
security concerns, and political instability. These global threats
persist across all domains, from undersea to space
to cyber, and the global market for defense products, services, and
solutions is driven by these complex and
evolving security challenges. Our current operating environment
exists in the broader context of political and
socioeconomic priorities and reflects, among other things, the
continued impact of and uncertainty surrounding
geopolitical tensions, financial market volatility, inflation, a
challenging labor market, and continued public health
issues.
For further information on our business environment, see the
discussion under Business Environment under “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” in Part II, Item 7 of our 2022 Annual Report on Form
10-K.
Critical Accounting Policies, Estimates, and Judgments
As discussed in our 2022 Annual Report on Form 10-K, we consider
our policies relating to the following matters to be critical
accounting policies and estimates:
•Revenue
recognition;
•Purchase
accounting, goodwill, and intangible assets;
•Litigation,
commitments, and contingencies;
•Retirement
related benefit plans; and
•Workers'
compensation.
As of March 31, 2023, there had been no material changes to the
foregoing critical accounting policies, estimates, and judgments
since December 31, 2022.
Program Descriptions
For convenience, a brief description of certain programs discussed
in this Quarterly Report on Form 10-Q is included in the "Glossary
of Programs" in this section.
CONSOLIDATED OPERATING RESULTS
We manage and assess the performance of our business based on our
performance on individual contracts and programs using the
financial measures referred to below, with consideration given to
the Critical Accounting Policies, Estimates, and Judgments referred
to in this section. Our portfolio of long-term contracts is largely
flexibly-priced. Therefore, sales tend to fluctuate in concert with
costs across our large portfolio of active contracts, with
operating income being a critical measure of operating performance.
Under FAR rules that govern our business with the U.S. Government,
most types of costs are allowable, and we do not focus on
individual cost groupings, such as cost of sales or general and
administrative expenses, as much as we do on total contract costs,
which are a key factor in determining contract operating income. As
a result, in evaluating our operating performance, we look
primarily at changes in sales and service revenues, as well as
operating income, including the effects of significant changes in
operating income as a result of changes in contract financial
estimates and the use of the cumulative catch-up method of
accounting in accordance with GAAP. This approach is consistent
with the long-term life cycle of our contracts, as management
assesses the bidding of each contract by focusing on net sales and
operating profit and monitors performance in a similar manner
through contract completion. Consequently, our discussion of
business segment performance focuses on net sales and operating
profit, consistent with our approach for managing our
business.
Key Financial Measures
The following table presents selected financial highlights:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|
|
|
|
|
|
|
|
|
2023 vs. 2022 |
|
|
|
($ in millions) |
|
2023 |
|
2022 |
|
Dollars |
|
Percent |
|
|
|
|
|
|
|
|
Sales and service revenues |
|
$ |
2,674 |
|
|
$ |
2,576 |
|
|
$ |
98 |
|
|
4 |
% |
|
|
|
|
|
|
|
|
Cost of product sales and service revenues |
|
2,324 |
|
|
2,227 |
|
|
97 |
|
|
4 |
% |
|
|
|
|
|
|
|
|
Income from operating investments, net |
|
12 |
|
|
7 |
|
|
5 |
|
|
71 |
% |
|
|
|
|
|
|
|
|
Other income and gains (losses), net |
|
(1) |
|
|
(1) |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
General and administrative expenses |
|
220 |
|
|
217 |
|
|
3 |
|
|
1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
141 |
|
|
138 |
|
|
3 |
|
|
2 |
% |
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
(24) |
|
|
(26) |
|
|
2 |
|
|
8 |
% |
|
|
|
|
|
|
|
|
Non-operating retirement benefit |
|
37 |
|
|
71 |
|
|
(34) |
|
|
(48) |
% |
|
|
|
|
|
|
|
|
Other, net |
|
9 |
|
|
(7) |
|
|
16 |
|
|
229 |
% |
|
|
|
|
|
|
|
|
Federal and foreign income taxes |
|
34 |
|
|
36 |
|
|
(2) |
|
|
(6) |
% |
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
129 |
|
|
$ |
140 |
|
|
$ |
(11) |
|
|
(8) |
% |
|
|
|
|
|
|
|
|
Sales and Service Revenues
Period-to-period revenues reflect performance under new and ongoing
contracts. Changes in sales and service
revenues are typically expressed in terms of volume. Unless
otherwise described, volume generally refers to
increases (or decreases) in reported revenues due to varying
production activity levels, delivery rates, or service
levels on individual contracts. Volume changes will typically carry
a corresponding income change based on the
profit margin rate for a particular contract.
Sales and service revenues for the three months ended March 31,
2023, increased $98 million, or 4%, compared to the same period in
2022, primarily due to higher volumes at Newport News and Mission
Technologies, partially offset by lower volumes at
Ingalls.
Cost of Sales and Service Revenues
Cost of sales for both product sales and service revenues consists
of materials, labor, and subcontracting costs, as well as an
allocation of indirect costs for overhead. We manage the type and
amount of costs at the contract level, which is the basis for
estimating our total costs at completion of our contracts. Unusual
fluctuations in operating performance driven by changes in a
specific cost element across multiple contracts are described in
our analysis.
Refer to "Segment Operating Results" and "Product and Service
Analysis" in this section for details related to cost of sales for
both product sales and service revenues.
Income from Operating Investments, Net
The activities of our operating investments are closely aligned
with the operations of the segments holding the investments. We
therefore record income related to earnings from equity method
investments in our operating income.
Refer to "Segment Operating Results" in this section for details
related to income from operating investments.
General and Administrative Expenses
In accordance with industry practice and the regulations that
govern the cost accounting requirements for government contracts,
most general and administrative expenses are considered 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 cost component as an
element of cost.
General and administrative expenses for the three months ended
March 31, 2023, increased $3 million from the same period in 2022,
primarily due to higher state income taxes and overhead
costs.
Operating Income
We consider operating income an important measure for evaluating
our operating performance, and, consistent with industry practice,
we define operating income as revenues less the related costs of
producing the revenues and general and administrative
expenses.
We internally manage our operations by reference to "segment
operating income," which is defined as operating income before the
Operating FAS/CAS Adjustment and non-current state income taxes,
neither of which affects segment performance. Segment operating
income is not a recognized measure under GAAP. When analyzing
our operating performance, investors should use segment operating
income in addition to, and not as an alternative for, operating
income or any other performance measure presented in accordance
with GAAP. It is a measure we use to evaluate our core operating
performance. We believe segment operating income reflects an
additional way of viewing aspects of our operations that, when
viewed with our GAAP results, provides a more complete
understanding of factors and trends affecting our business. We
believe the measure is used by investors and is a useful indicator
to measure our performance. Because not all companies use identical
calculations, our presentation of segment operating income may not
be comparable to similarly titled measures of other companies.
Refer to
"Segment Operating Results" in this section for details related to
segment operating income, as well as activity within each
segment.
The following table reconciles operating income to segment
operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|
|
|
|
|
|
|
|
|
2023 vs. 2022 |
|
|
|
($ in millions) |
|
2023 |
|
2022 |
|
Dollars |
|
Percent |
|
|
|
|
|
|
|
|
Operating income |
|
$ |
141 |
|
|
$ |
138 |
|
|
$ |
3 |
|
|
2 |
% |
|
|
|
|
|
|
|
|
Operating FAS/CAS Adjustment |
|
19 |
|
|
37 |
|
|
(18) |
|
|
(49) |
% |
|
|
|
|
|
|
|
|
Non-current state income taxes |
|
(4) |
|
|
1 |
|
|
(5) |
|
|
(500) |
% |
|
|
|
|
|
|
|
|
Segment operating income |
|
$ |
156 |
|
|
$ |
176 |
|
|
$ |
(20) |
|
|
(11) |
% |
|
|
|
|
|
|
|
|
Operating income for the three months ended March 31, 2023,
increased $3 million compared with the same period in 2022,
primarily due to favorable changes in the Operating FAS/CAS
Adjustment and non-current state income taxes, partially offset by
lower segment operating income.
FAS/CAS Adjustment and Operating FAS/CAS Adjustment
The FAS/CAS Adjustment reflects the difference between expenses for
pension and other postretirement benefits determined in accordance
with U.S. GAAP Financial Accounting Standards ("FAS") and the
expenses for these items included in segment operating income in
accordance with U.S. Government Cost Accounting
Standards
("CAS"). The Operating FAS/CAS Adjustment excludes the following
components of net periodic benefit costs: interest cost, expected
return on plan assets, amortization of prior service cost (credit)
and actuarial loss (gain), and settlement and curtailment
effects.
The components of the Operating FAS/CAS Adjustment were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|
|
|
|
|
|
|
|
|
2023 vs. 2022 |
|
|
|
($ in millions) |
|
2023 |
|
2022 |
|
Dollars |
|
Percent |
|
|
|
|
|
|
|
|
FAS benefit |
|
$ |
8 |
|
|
$ |
24 |
|
|
$ |
(16) |
|
|
(67) |
% |
|
|
|
|
|
|
|
|
CAS cost |
|
10 |
|
|
10 |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
FAS/CAS Adjustment |
|
18 |
|
|
34 |
|
|
(16) |
|
|
(47) |
% |
|
|
|
|
|
|
|
|
Non-operating retirement benefit |
|
(37) |
|
|
(71) |
|
|
34 |
|
|
48 |
% |
|
|
|
|
|
|
|
|
Operating FAS/CAS Adjustment |
|
$ |
(19) |
|
|
$ |
(37) |
|
|
$ |
18 |
|
|
49 |
% |
|
|
|
|
|
|
|
|
The Operating FAS/CAS Adjustment was a net expense of $19 million
and $37 million for the three months ended March 31, 2023 and 2022,
respectively. The favorable change was primarily driven by the more
immediate recognition of higher interest rates under
FAS.
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. 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.
Non-current state income tax benefit for the three months ended
March 31, 2023, was $4 million, compared to non-current state
income tax expense of $1 million for the same period in 2022. The
favorable change in non-current state income taxes was driven by a
decrease in deferred state income tax expense, primarily
attributable to the timing of long-term contract income for tax
purposes.
SEGMENT OPERATING RESULTS
Our discussion of business segment performance focuses on sales and
service revenues and operating income,
consistent with our approach for managing our business. We are
aligned into three reportable segments: Ingalls, Newport News, and
Mission Technologies.
The following table presents segment sales and segment operating
results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|
|
|
|
|
|
|
|
|
2023 vs. 2022 |
|
|
|
($ in millions) |
|
2023 |
|
2022 |
|
Dollars |
|
Percent |
|
|
|
|
|
|
|
|
Sales and Service Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ingalls |
|
$ |
577 |
|
|
$ |
631 |
|
|
$ |
(54) |
|
|
(9) |
% |
|
|
|
|
|
|
|
|
Newport News |
|
1,506 |
|
|
1,390 |
|
|
116 |
|
|
8 |
% |
|
|
|
|
|
|
|
|
Mission Technologies
|
|
624 |
|
|
590 |
|
|
34 |
|
|
6 |
% |
|
|
|
|
|
|
|
|
Intersegment eliminations |
|
(33) |
|
|
(35) |
|
|
2 |
|
|
6 |
% |
|
|
|
|
|
|
|
|
Sales and service revenues |
|
$ |
2,674 |
|
|
$ |
2,576 |
|
|
$ |
98 |
|
|
4 |
% |
|
|
|
|
|
|
|
|
Operating Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ingalls |
|
$ |
55 |
|
|
$ |
86 |
|
|
$ |
(31) |
|
|
(36) |
% |
|
|
|
|
|
|
|
|
Newport News |
|
84 |
|
|
81 |
|
|
3 |
|
|
4 |
% |
|
|
|
|
|
|
|
|
Mission Technologies
|
|
17 |
|
|
9 |
|
|
8 |
|
|
89 |
% |
|
|
|
|
|
|
|
|
Segment operating income |
|
156 |
|
|
176 |
|
|
(20) |
|
|
(11) |
% |
|
|
|
|
|
|
|
|
Non-segment factors affecting operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating FAS/CAS Adjustment |
|
(19) |
|
|
(37) |
|
|
18 |
|
|
49 |
% |
|
|
|
|
|
|
|
|
Non-current state income taxes |
|
4 |
|
|
(1) |
|
|
5 |
|
|
500 |
% |
|
|
|
|
|
|
|
|
Operating income |
|
$ |
141 |
|
|
$ |
138 |
|
|
$ |
3 |
|
|
2 |
% |
|
|
|
|
|
|
|
|
Segment Operating Income
Segment operating income reflects the aggregate performance results
of contracts within a segment. Excluded from this measure are
certain costs not directly associated with contract performance,
such as the Operating FAS/CAS Adjustment and non-current state
income taxes. Changes in segment operating income are typically
expressed in terms of volume, as discussed above, or performance.
Performance refers to changes in contract profit margin rates.
These changes typically relate to profit recognition associated
with revisions to estimated costs at completion ("EAC") that
reflect improved or deteriorated operating performance on that
contract. Operating income changes are accounted for on a
cumulative to date basis at the time an EAC change is recorded.
Segment operating income may also be affected by, among other
things, contract performance, the effects of workforce stoppages,
the effects of natural disasters such as hurricanes, resolution of
disputed items with the customer, recovery of insurance proceeds,
and other discrete events. At the completion of a long-term
contract, any originally estimated costs not incurred or reserves
not fully utilized, such as warranty reserves, could also impact
contract earnings. Where such items have occurred and the effects
are material, a separate description is provided.
Cumulative Catch-up Revenue Adjustments
For the
three months ended
March 31, 2023 and 2022, favorable and unfavorable cumulative
catch-up revenue adjustments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|
|
|
|
|
($ in millions) |
|
2023 |
|
2022 |
|
|
|
|
Gross favorable adjustments |
|
$ |
64 |
|
|
$ |
107 |
|
|
|
|
|
Gross unfavorable adjustments |
|
(55) |
|
|
(62) |
|
|
|
|
|
Net adjustments |
|
$ |
9 |
|
|
$ |
45 |
|
|
|
|
|
For the
three months ended
March 31, 2023 and 2022, net cumulative catch-up revenue
adjustments by segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|
|
|
|
|
($ in millions) |
|
2023 |
|
2022 |
|
|
|
|
Ingalls |
|
$ |
14 |
|
|
$ |
41 |
|
|
|
|
|
Newport News |
|
(9) |
|
|
— |
|
|
|
|
|
Mission Technologies |
|
4 |
|
|
4 |
|
|
|
|
|
Net adjustments |
|
$ |
9 |
|
|
$ |
45 |
|
|
|
|
|
Ingalls
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|
|
|
|
|
|
|
|
|
2023 vs. 2022 |
|
|
|
($ in millions) |
|
2023 |
|
2022 |
|
Dollars |
|
Percent |
|
|
|
|
|
|
|
|
Sales and service revenues |
|
$ |
577 |
|
|
$ |
631 |
|
|
$ |
(54) |
|
|
(9) |
% |
|
|
|
|
|
|
|
|
Segment operating income |
|
55 |
|
|
86 |
|
|
(31) |
|
|
(36) |
% |
|
|
|
|
|
|
|
|
As a percentage of segment sales |
|
9.5 |
% |
|
13.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Sales and Service Revenues
Ingalls revenues, including intersegment sales, for the three
months ended March 31, 2023, decreased $54 million, or 9%, from the
same period in 2022, primarily driven by lower revenues in
amphibious assault ships and the
Legend
class National Security Cutter ("NSC") program, partially offset by
higher revenues in surface combatants. Revenues on amphibious
assault ships decreased due to lower volumes on USS
Fort Lauderdale
(LPD 28) following its delivery,
Bougainville
(LHA 8), L-Class planning yard services contract, and
Richard M. McCool Jr.
(LPD 29), partially offset by higher volumes on
Fallujah
(LHA 9) and LPD 32 (unnamed). Revenues on the
Legend
class NSC program decreased due to lower volumes on
Friedman
(NSC 11). Revenues on surface combatants increased due to higher
volumes on
George M. Neal
(DDG 131),
Jeremiah Denton
(DDG 129),
John F. Lehman
(DDG 137), and
Ted Stevens
(DDG 128), partially offset by lower volumes on
Lenah Sutcliffe Higbee
(DDG 123) and USS
Jack H. Lucas
(DDG 125).
Segment Operating Income
Ingalls segment operating income for the three months ended March
31, 2023, was $55 million, compared to segment operating income of
$86 million for the same period in 2022. The decrease was primarily
driven by lower risk retirement on USS
Fort Lauderdale
(LPD 28) and
Bougainville
(LHA 8).
Newport News
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|
|
|
|
|
|
|
|
|
2023 vs. 2022 |
|
|
|
($ in millions) |
|
2023 |
|
2022 |
|
Dollars |
|
Percent |
|
|
|
|
|
|
|
|
Sales and service revenues |
|
$ |
1,506 |
|
|
$ |
1,390 |
|
|
$ |
116 |
|
|
8 |
% |
|
|
|
|
|
|
|
|
Segment operating income |
|
84 |
|
|
81 |
|
|
3 |
|
|
4 |
% |
|
|
|
|
|
|
|
|
As a percentage of segment sales |
|
5.6 |
% |
|
5.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Sales and Service Revenues
Newport News revenues, including intersegment sales, for the three
months ended March 31, 2023, increased $116 million, or 8%, from
the same period in 2022, primarily driven by higher revenues in
aircraft carriers and submarines, partially offset by lower
revenues in naval nuclear support services. Aircraft carrier
revenues increased primarily as a result of higher volumes on the
refueling and complex overhaul ("RCOH") of USS
John C. Stennis
(CVN 74) and the construction of
Doris Miller
(CVN 81),
Enterprise
(CVN 80), and
John F. Kennedy
(CVN 79), partially offset by lower volumes on the RCOH of
USS
George Washington
(CVN 73). Submarine revenues increased due to higher volumes on
Block V boats of the
Virginia
class (SSN 774) submarine program and the
Columbia
class (SSBN 826) submarine program, partially offset by lower
volumes on Block IV boats of the
Virginia
class (SSN 774) submarine
program. Naval nuclear support services revenues decreased
primarily as a result of lower volumes in carrier fleet support
services.
Segment Operating Income
Newport News segment operating income for the three months ended
March 31, 2023, was $84 million, compared to segment operating
income of $81 million for the same period in 2022. The increase was
primarily due to higher sales volumes, partially offset by
unfavorable risk retirement on the
Enterprise
(CVN 80).
Mission Technologies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|
|
|
|
|
|
|
|
|
2023 vs. 2022 |
|
|
|
($ in millions) |
|
2023 |
|
2022 |
|
Dollars |
|
Percent |
|
|
|
|
|
|
|
|
Sales and service revenues |
|
$ |
624 |
|
|
$ |
590 |
|
|
$ |
34 |
|
|
6 |
% |
|
|
|
|
|
|
|
|
Segment operating income |
|
17 |
|
|
9 |
|
|
8 |
|
|
89 |
% |
|
|
|
|
|
|
|
|
As a percentage of segment sales |
|
2.7 |
% |
|
1.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Sales and Service Revenues
Mission Technologies revenues, including intersegment sales, for
the three months ended March 31, 2023, increased $34 million, or
6%, from the same period in 2022, primarily due to higher volumes
in mission based solutions and fleet sustainment.
Segment Operating Income
Mission Technologies segment operating income for the three months
ended March 31, 2023, was $17 million, compared to segment
operating income of $9 million for the same period in 2022. The
increase was primarily driven by improved performance in mission
based solutions and unmanned systems, and higher equity income from
nuclear and environmental joint ventures, partially offset by lower
performance in fleet sustainment.
PRODUCT AND SERVICE ANALYSIS
The following table presents segment sales and service revenues and
segment cost of sales and service revenues by both product and
service:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31 |
|
|
($ in millions) |
|
2023 |
|
2022 |
|
|
|
|
Segment Information |
|
Sales and service revenues |
|
Segment cost of product sales and service revenues |
|
Sales and service revenues |
|
Segment cost of product sales and service revenues |
|
|
|
|
|
|
|
|
Ingalls |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
$ |
534 |
|
|
$ |
440 |
|
|
$ |
578 |
|
|
$ |
457 |
|
|
|
|
|
|
|
|
|
Service |
|
41 |
|
|
34 |
|
|
50 |
|
|
43 |
|
|
|
|
|
|
|
|
|
Intersegment |
|
2 |
|
|
2 |
|
|
3 |
|
|
3 |
|
|
|
|
|
|
|
|
|
Total Ingalls |
|
577 |
|
|
476 |
|
|
631 |
|
|
503 |
|
|
|
|
|
|
|
|
|
Newport News |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
1,271 |
|
|
1,092 |
|
|
1,121 |
|
|
959 |
|
|
|
|
|
|
|
|
|
Service |
|
234 |
|
|
198 |
|
|
267 |
|
|
225 |
|
|
|
|
|
|
|
|
|
Intersegment |
|
1 |
|
|
1 |
|
|
2 |
|
|
2 |
|
|
|
|
|
|
|
|
|
Total Newport News |
|
1,506 |
|
|
1,291 |
|
|
1,390 |
|
|
1,186 |
|
|
|
|
|
|
|
|
|
Mission Technologies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
24 |
|
|
20 |
|
|
25 |
|
|
21 |
|
|
|
|
|
|
|
|
|
Service |
|
570 |
|
|
521 |
|
|
535 |
|
|
485 |
|
|
|
|
|
|
|
|
|
Intersegment |
|
30 |
|
|
30 |
|
|
30 |
|
|
30 |
|
|
|
|
|
|
|
|
|
Total Mission Technologies |
|
624 |
|
|
571 |
|
|
590 |
|
|
536 |
|
|
|
|
|
|
|
|
|
Segment Totals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
1,829 |
|
|
1,552 |
|
|
1,724 |
|
|
1,437 |
|
|
|
|
|
|
|
|
|
Service |
|
845 |
|
|
753 |
|
|
852 |
|
|
753 |
|
|
|
|
|
|
|
|
|
Total Segment
(1)
|
|
$ |
2,674 |
|
|
$ |
2,305 |
|
|
$ |
2,576 |
|
|
$ |
2,190 |
|
|
|
|
|
|
|
|
|
(1)
Operating FAS/CAS Adjustment is excluded from segment cost of
product sales and service revenues.
Product Sales and Segment Cost of Product Sales
Product sales for the three months ended March 31, 2023, increased
$105 million, or 6%, from the same period in 2022. Product sales at
our Ingalls segment decreased $44 million in 2023, primarily as a
result of lower volumes in amphibious assault ships and the
Legend
class NSC program, partially offset by higher volumes in surface
combatants. Newport News product sales increased $150 million in
2023, primarily as a result of higher volumes in aircraft carriers
and submarines. Mission Technologies product sales decreased $1
million in 2023, primarily as a result of lower volumes in mission
based solutions and unmanned systems, partially offset by higher
volumes in fleet sustainment.
Segment cost of product sales for the three months ended March 31,
2023, increased $115 million, or 8%, compared with the same period
in 2022. Cost of product sales at our Ingalls segment decreased $17
million in 2023, primarily as a result of lower volumes described
above, partially offset by lower risk retirement on USS
Fort Lauderdale
(LPD 28) following its delivery. Cost of product sales at our
Newport News segment increased $133 million in 2023, primarily as a
result of higher volumes described above. Cost of product sales at
our Mission Technologies segment decreased $1 million in 2023,
primarily as a result of lower volumes described
above.
Service Revenues and Segment Cost of Service Revenues
Service revenues for the three months ended March 31, 2023,
decreased $7 million, or 1%, compared with the same period in 2022.
Service revenues at our Ingalls segment decreased $9 million in
2023, primarily as a result of
lower volumes in amphibious assault ship services. Service revenues
at our Newport News segment decreased $33 million in 2023,
primarily as a result of lower volumes in naval nuclear support
services, partially offset by higher volumes in aircraft carrier
and submarine services. Service revenues at our Mission
Technologies segment increased $35 million in 2023, primarily as a
result of higher volumes in mission based solutions services and
fleet sustainment.
Segment cost of service revenues for the three months ended March
31, 2023, were flat compared with the same period in 2022. Cost of
service revenues at our Ingalls segment decreased $9 million in
2023, primarily as a result of lower volumes described above. Cost
of service revenues at our Newport News segment decreased $27
million in 2023, primarily as a result of lower volumes described
above. Cost of service revenues at our Mission Technologies segment
increased $36 million in 2023, primarily as a result of higher
volumes described above and year-to-year variances in contract
mix.
OTHER FINANCIAL INFORMATION
Interest Expense
Interest expense for the three months ended March 31, 2023, was $24
million, compared with $26 million for the same period in 2022. The
decrease was primarily driven by a decrease in outstanding
long-term debt from the prior year period.
Non-Operating Retirement Benefit
The non-operating retirement benefit includes the following
components of net periodic benefit costs: interest cost, expected
return on plan assets, amortization of prior service cost (credit)
and actuarial loss (gain), and settlement and curtailment
effects.
For the three months ended March 31, 2023, the non-operating
retirement benefit was $37 million, compared with $71 million for
the same period in 2022. The decrease was primarily driven by lower
2022 returns on plan assets.
Other, Net
Other, net income for the three months ended March 31, 2023 was $9
million, compared with other, net expense of $7 million for the
same period in 2022. The favorable change was primarily driven by
realized and unrealized net gains in investments.
Federal and Foreign Income Taxes
Our effective income tax rates on earnings from operations for the
three months ended March 31, 2023 and 2022, were 20.9% and 20.5%,
respectively, which did not differ materially from the federal
statutory corporate income tax rate of 21%.
BACKLOG
Total backlog as of March 31, 2023, and December 31, 2022, was
approximately $47.0 billion and $47.1 billion, respectively. Total
backlog includes both funded backlog (firm orders for which funding
is contractually obligated by the customer) and unfunded backlog
(firm orders for which funding is not currently contractually
obligated by the customer). Backlog excludes unexercised contract
options and unfunded Indefinite Delivery/Indefinite Quantity
orders. For contracts having no stated contract values, backlog
includes only the amounts committed by the customer.
The following table presents funded and unfunded backlog by segment
as of March 31, 2023, and December 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
December 31, 2022 |
|
|
|
|
|
|
Total |
|
|
|
|
|
Total |
($ in millions) |
|
Funded |
|
Unfunded |
|
Backlog |
|
Funded |
|
Unfunded |
|
Backlog |
Ingalls |
|
$ |
10,852 |
|
|
$ |
2,786 |
|
|
$ |
13,638 |
|
|
$ |
9,231 |
|
|
$ |
3,546 |
|
|
$ |
12,777 |
|
Newport News |
|
13,579 |
|
|
15,069 |
|
|
28,648 |
|
|
11,665 |
|
|
17,742 |
|
|
29,407 |
|
Mission Technologies
|
|
1,332 |
|
|
3,390 |
|
|
4,722 |
|
|
1,317 |
|
|
3,622 |
|
|
4,939 |
|
Total backlog |
|
$ |
25,763 |
|
|
$ |
21,245 |
|
|
$ |
47,008 |
|
|
$ |
22,213 |
|
|
$ |
24,910 |
|
|
$ |
47,123 |
|
We expect approximately 21% of the $47.1 billion total backlog as
of December 31, 2022, to be converted into sales in 2023. U.S.
Government orders comprised substantially all of the backlog as of
March 31, 2023, and December 31, 2022.
Contract Awards
The value of new contract awards during the three months ended
March 31, 2023, was approximately $2.6 billion, including an award
modification for the detail design and construction of LPD 32
(unnamed).
LIQUIDITY AND CAPITAL RESOURCES
We seek to efficiently convert operating results into cash for
deployment in operating our businesses, implementing our business
strategy, and maximizing stockholder value. We use various
financial measures to assist in capital deployment decision making,
including net cash provided by operating activities and free cash
flow. We believe these measures are useful to investors in
assessing our financial performance.
The following table summarizes key components of cash flow provided
by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31 |
|
2023 vs. 2022 |
|
|
|
|
|
|
|
($ in millions) |
|
2023 |
|
2022 |
|
Dollars |
|
|
Net earnings |
|
$ |
129 |
|
|
$ |
140 |
|
|
$ |
(11) |
|
|
|
Depreciation and amortization |
|
89 |
|
|
89 |
|
|
— |
|
|
|
Provision for doubtful accounts |
|
— |
|
|
(7) |
|
|
7 |
|
|
|
Stock-based compensation |
|
12 |
|
|
9 |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes |
|
(30) |
|
|
2 |
|
|
(32) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss (gain) on investments in marketable securities |
|
(8) |
|
|
9 |
|
|
(17) |
|
|
|
|
|
|
|
|
|
|
|
|
Retiree benefits |
|
(18) |
|
|
(34) |
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
Trade working capital increase |
|
(183) |
|
|
(291) |
|
|
108 |
|
|
|
Net cash used in operating activities |
|
$ |
(9) |
|
|
$ |
(83) |
|
|
$ |
74 |
|
|
|
We have historically maintained a capital structure comprised of a
mix of equity and debt financing. We vary our
leverage both to optimize our equity return and to pursue
acquisitions. We expect to meet our current debt
obligations as they come due through internally generated funds
from current levels of operations and/or through refinancing in the
debt markets prior to the maturity dates of our debt.
Cash Flows
We discuss below our significant operating, investing, and
financing activities affecting cash flows for the three months
ended March 31, 2023 and 2022, as classified on our unaudited
condensed consolidated statements of cash flows.
Operating Activities
Cash used in operating activities for the three months ended March
31, 2023, was $9 million, compared with $83 million used in
operating activities for the same period in 2022. The favorable
change in operating cash flow was primarily due to a favorable
change in trade working capital. The change in trade working
capital was primarily driven by the timing of receipts of accounts
receivable.
We expect cash generated from operations in combination with our
current cash and cash equivalents, as well as existing borrowing
facilities, to be sufficient to service debt and retiree benefit
plans, meet contractual obligations, and fund capital expenditures
for at least the next 12 calendar months beginning April 1, 2023,
and beyond such 12-month period based on our current business
plans.
Investing Activities
Cash used in investing activities for the three months ended March
31, 2023, was $60 million, compared with $43 million used in
investing activities for the same period in 2022. The change in
investing cash was primarily driven by increased investment in one
of our unconsolidated nuclear and environmental joint ventures. For
2023, we expect our capital expenditures for maintenance and
sustainment to be approximately 1.0% of annual revenues and our
discretionary capital expenditures to be approximately 2.0% of
annual revenues.
Financing Activities
Cash used in financing activities for the three months ended March
31, 2023, was $80 million, compared with $171 million used in
financing activities for the same period in 2022. The change in
financing cash was primarily due to a $90 million decrease in the
prepayments of our Term Loan.
Free Cash Flow
Free cash flow represents cash provided by (used in) operating
activities less capital expenditures net of related grant proceeds.
Free cash flow is not a measure recognized under GAAP. Free cash
flow has limitations as an analytical tool and should not be
considered in isolation from, or as a substitute for, net earnings
as a measure of our performance or net cash provided by operating
activities as a measure of our liquidity. We believe free cash flow
is an important liquidity measure for our investors because it
provides them insight into our current and period-to-period
performance and our ability to generate cash from continuing
operations. We also use free cash flow as a key operating metric in
assessing the performance of our business and as a key performance
measure in evaluating management performance and determining
incentive compensation. Free cash flow may not be comparable to
similarly titled measures of other companies.
The following table reconciles net cash used in operating
activities to free cash flow:
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|
|
|
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|
Three Months Ended
March 31 |
|
2023 vs. 2022 |
|
|
|
($ in millions) |
|
2023 |
|
2022 |
|
Dollars |
Net cash used in operating activities |
|
$ |
(9) |
|
|
$ |
(83) |
|
|
$ |
74 |
|
Less capital expenditures: |
|
|
|
|
|
|
Capital expenditure additions |
|
(43) |
|
|
(43) |
|
|
— |
|
Grant proceeds for capital expenditures |
|
3 |
|
|
— |
|
|
3 |
|
Free cash flow |
|
$ |
(49) |
|
|
$ |
(126) |
|
|
$ |
77 |
|
Free cash flow for the three months ended March 31, 2023, increased
$77 million from the same period in 2022, primarily due to a
favorable change in trade working capital.
Governmental Regulation and Supervision
The U.S. Government has the ability, pursuant to regulations
relating to contractor business systems, to decrease or withhold
contract payments if it determines significant deficiencies exist
in one or more such systems. As of March 31, 2023 and 2022, the
cumulative amounts of payments withheld by the U.S. Government
under our contracts subject to these regulations were not material
to our liquidity or cash flows.
Off-Balance Sheet Arrangements
In the ordinary course of business, we use 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 our
self-insured workers' compensation plans. As of March 31, 2023, $14
million in letters of credit were issued but undrawn and $360
million of surety bonds were outstanding. As of March 31, 2023, we
had no other significant off-balance sheet
arrangements.
ACCOUNTING STANDARDS UPDATES
See Note 3: Accounting Standards Updates in Part I, Item 1 for
information related to accounting standards updates.
FORWARD-LOOKING STATEMENTS AND PROJECTIONS
Statements in this Quarterly Report on Form 10-Q and in our other
filings with the Securities and Exchange Commission ("SEC"), as
well as other statements we may make from time to time, other than
statements of historical fact, constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. You can generally identify forward-looking
statements by words such as "may," "will," "should," "expects,"
"intends," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," "continue," and similar words or phrases
or the negative of these words or phrases. These statements relate
to future events or our future financial performance and involve
known and unknown risks, uncertainties, and other factors that may
cause our actual results, levels of activity, performance, or
achievements to be materially different from any future results,
levels of activity, performance, or achievements expressed or
implied by these forward-looking statements. Although we believe
the expectations reflected in the forward-looking statements are
reasonable when made, we cannot guarantee future results, levels of
activity, performance, or achievements. There are a number of
important factors that could cause our actual results to differ
materially from the results anticipated by our forward-looking
statements, which include, but are not limited to:
•Changes
in government and customer priorities and requirements (including
government budgetary constraints, shifts in defense spending, and
changes in customer short-range and long-range plans);
•Our
ability to estimate our future contract costs, including cost
increases due to inflation, and perform our contracts
effectively;
•Changes
in procurement processes and government regulations and our ability
to comply with such requirements;
•Our
ability to deliver our products and services at an affordable life
cycle cost and compete within our markets;
•Natural
and environmental disasters and political instability;
•Our
ability to execute our strategic plan, including with respect to
share repurchases, dividends, capital expenditures, and strategic
acquisitions;
•Adverse
economic conditions in the United States and globally;
•Health
epidemics, pandemics, and similar outbreaks;
•Our
ability to attract, train, and retain a qualified
workforce;
•Disruptions
impacting global supply, including those attributable to ongoing
public health issues and those resulting from the ongoing conflict
between Russia and Ukraine;
•Changes
in key estimates and assumptions regarding our pension and retiree
health care costs;
•Security
threats, including cyber security threats, and related disruptions;
and
•Other
risk factors discussed herein and in our other filings with the
SEC.
Additional factors include those described in our 2022 Annual
Report on Form 10-K, including under the captions “Risk Factors,”
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” and “Business,” in our subsequent quarterly
reports on Form 10-Q, including under the captions “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations,” and in our subsequent filings with the
Securities and Exchange Commission.
There may be other risks and uncertainties that we are unable to
predict at this time or that we currently do not expect to have a
material adverse effect on our business, and we undertake no
obligation to update or revise any forward-looking statements. You
should not place undue reliance on any forward looking statements
that we may make.
GLOSSARY OF PROGRAMS
Included below are brief descriptions of some of the programs
discussed in this Quarterly Report on Form 10-Q.
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|
Program Name |
|
Program Description |
|
|
America
class (LHA 6) amphibious assault ships
|
|
Design and build large deck amphibious assault ships that provide
forward presence and power projection as an integral part of joint,
interagency and multinational maritime expeditionary forces.
The
America
class (LHA 6) ships, together with the
Wasp
class (LHD 1) ships, are the successors to the
decommissioned
Tarawa
class (LHA 1) ships. The
America
class (LHA 6) ships optimize aviation operations and support
capabilities. In 2020, we delivered USS
Tripoli
(LHA 7), and, in 2022, we were awarded a long-lead-time material
and construction contract for
Fallujah
(LHA 9). We are currently constructing
Bougainville
(LHA 8) and
Fallujah
(LHA 9).
|
|
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|
Arleigh Burke
class (DDG 51) destroyers
|
|
Build guided missile destroyers designed for conducting anti-air,
anti-submarine, anti-surface, and strike operations. The
Aegis-equipped
Arleigh Burke
class (DDG 51) destroyers are the U.S. Navy's primary surface
combatant, and have been constructed in variants, allowing
technological advances during construction. We delivered USS
Paul Ignatius
(DDG 117), USS
Delbert D. Black
(DDG 119), USS
Frank E. Petersen Jr.
(DDG 121), and
Lenah H. Sutcliffe Higbee
(DDG 123) in 2019, 2020, 2021, and 2022, respectively. We have
contracts to construct the following
Arleigh Burke
class (DDG 51) destroyers: USS
Jack H. Lucas
(DDG 125),
Ted Stevens
(DDG 128),
Jeremiah Denton
(DDG 129),
George M. Neal
(DDG 131),
Sam Nunn
(DDG 133),
Thad Cochran
(DDG 135),
John F. Lehman
(DDG 137), and
Telesforo Trinidad
(DDG 139).
|
|
|
|
Carrier RCOH
|
|
Perform refueling and complex overhaul ("RCOH") of nuclear-powered
aircraft carriers, which is required at the mid-point of their
50-year life cycle. USS
George Washington
(CVN 73) arrived at Newport News for the start of its RCOH in
August 2017, and USS
John C. Stennis
(CVN 74) arrived at Newport News for the start of its RCOH in May
2021.
|
|
|
|
Columbia
class (SSBN 826) submarines
|
|
Design and construct modules for
Columbia
class (SSBN 826) nuclear ballistic missile submarines ("SSBNs") as
a subcontractor to Electric Boat. SSBNs are the most secure and
survivable of our nation’s nuclear deterrent triad.
Columbia
class SSBNs will carry approximately 70 percent of the nation’s
nuclear arsenal. The
Columbia
class (SSBN 826) program plan of record is to construct 12 new
SSBNs to replace the current aging
Ohio
class. We have a teaming agreement with Electric Boat to build
modules for the entire
Columbia
class (SSBN 826) submarine program that leverages our
Virginia
class (SSN 774) experience. We have been awarded contracts from
Electric Boat for integrated product and process development,
providing long–lead–time material and advance construction, and
construction of the first two boats of the
Columbia
class (SSBN 826) submarine program. Construction of the
first
Columbia
class (SSBN 826) submarine began in 2020. In 2023, we received
initial authorization to begin advance procurement and advance
construction for the third and fourth boats.
|
|
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|
Fleet sustainment |
|
Maintains and modernizes a significant majority of the U.S. Navy
fleet, from small watercraft to submarines, combatants, and
aircraft carriers, our systems and maintenance experts help the
Navy maintain a high state of readiness. Ensures effective system
operation and sustainment by actively supporting design and
decision–making processes through studies, analyses, and reviews of
program documents, and provides a wide range of logistics
products. |
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|
USS
Gerald R. Ford
class (CVN 78) aircraft carriers
|
|
Design and construction for the
Ford
class program, which is the aircraft carrier replacement program
for the decommissioned
Enterprise
(CVN 65) and
Nimitz
class (CVN 68) aircraft carriers. USS
Gerald R. Ford
(CVN 78), the first ship of the
Ford
class, was delivered to the U.S. Navy in the second quarter of
2017. In June 2015, we were awarded a contract for the detail
design and construction of
John F. Kennedy
(CVN 79), following several years of engineering, advance
construction, and purchase of long-lead-time components and
material. In addition, we have received awards for detail design
and construction of
Enterprise
(CVN 80) and
Doris Miller
(CVN 81). This category also includes the class' non-recurring
engineering. The class is expected to bring improved warfighting
capability, quality of life improvements for sailors, and reduced
life cycle costs.
|
|
|
Legend
class National Security Cutter
|
|
Design and build the U.S. Coast Guard's National Security Cutters
("NSCs"), the largest and most technically advanced class of cutter
in the U.S. Coast Guard. The NSC is equipped to carry out maritime
homeland security, maritime safety, protection of natural
resources, maritime mobility, and national defense missions. The
plan is for a total of 11 ships, of which the first nine ships have
been delivered.
Calhoun
(NSC 10) and
Friedman
(NSC 11) are currently under construction.
|
|
|
|
Mission based solutions |
|
Develops integrated solutions that enable today's connected,
all–
domain force. Capabilities include: command, control,
computers,
communications, cyber, intelligence, surveillance, and
reconnaissance ("C5ISR") systems and operations; the
application of artificial intelligence and machine learning to
battlefield decisions; defensive and offensive cyberspace
strategies and electronic warfare ("CEWS"); and live, virtual,
and
constructive ("LVC") solutions. |
|
|
|
Naval nuclear support services |
|
Provide services to and in support of the U.S. Navy, ranging from
services supporting the Navy's carrier and submarine fleets to
maintenance services at U.S. Navy training facilities. Naval
nuclear support services include design, construction, maintenance,
and disposal activities for in-service U.S. Navy nuclear ships
worldwide through mobile and in-house capabilities. Services
include maintenance services on nuclear reactor
prototypes. |
|
|
Nuclear and environmental services |
|
Supports the national security mission of the Department of Energy
("DoE") through the management and operation of DOE sites, as well
as the safe cleanup of legacy waste across the country. We meet our
clients' toughest nuclear and environmental challenges and are
positioned to serve the growing commercial nuclear power plant
decommissioning market. We participate in several joint ventures,
including Newport News Nuclear BWXT Los Alamos, LLC (" N3B"),
Mission Support and Test Services, LLC ("MSTS"), and Savannah River
Nuclear Solutions, LLC ("SRNS"), and we are an integrated
subcontractor to Triad National Security. N3B was awarded the Los
Alamos Legacy Cleanup Contract at the DoE/National Nuclear Security
Administration’s Los Alamos National Laboratory. MSTS was awarded a
contract for site management and operations at the Nevada National
Security Site. SRNS provides site management and operations at the
DoE’s Savannah River Site near Aiken, South Carolina. Triad
provides site management and operations at the DoE’s Los Alamos
National Laboratory.
|
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|
San Antonio
class (LPD 17) amphibious transport dock ships
|
|
Design and build amphibious transport dock ships, which are
warships that embark, transport, and land elements of a landing
force for a variety of expeditionary warfare missions, and also
serve as the secondary aviation platform for Amphibious Readiness
Groups. The
San Antonio
class (LPD 17) is the newest addition to the U.S. Navy's 21st
century amphibious assault force, and these ships are a key element
of the U.S. Navy's seabase transformation. In 2022, we delivered
USS
Fort Lauderdale
(LPD 28), and we were awarded a long-lead-time material contract
for LPD 32 (unnamed). In 2023, we received an award modification
for the detail design and construction of LPD 32 (unnamed). We are
currently constructing
Richard M. McCool Jr.
(LPD 29),
Harrisburg
(LPD 30), and
Pittsburgh
(LPD 31).
|
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|
|
Unmanned systems |
|
Creates advanced unmanned maritime solutions for defense, marine
research, and commercial applications. Serving customers in more
than 30 countries, unmanned systems provides design, autonomy,
manufacturing, testing, operations, and sustainment of unmanned
systems, including unmanned underwater vehicles and unmanned
surface vessels.
|
|
|
|
Virginia
class (SSN 774) fast attack submarines
|
|
Construct attack submarines as the principal subcontractor to
Electric Boat. The
Virginia
class (SSN 774) is a post-Cold War design tailored to excel in a
wide range of warfighting missions, including anti-submarine and
surface ship warfare; special operation forces; strike;
intelligence, surveillance, and reconnaissance; carrier and
expeditionary strike group support; and mine warfare.
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|
Item 3. Quantitative
and Qualitative Disclosures about Market Risk
We are exposed to certain market risks, including those relating to
interest rates and inflation.
Interest Rates
- Our floating rate financial instruments subject to interest rate
risk include a $650 million Term Loan, a $1.5 billion Revolving
Credit Facility, and a $1 billion commercial paper program. As of
March 31, 2023, we had $215 million outstanding on the Term Loan
and no indebtedness outstanding under our Revolving Credit Facility
or our commercial paper program. Based on the amounts outstanding
under our Term Loan as of March 31, 2023, an increase of 1% in
interest rates would increase the interest expense on our debt by
approximately $2 million on an annual basis.
Inflation
- Macroeconomic factors have contributed, and we expect will
continue to contribute, to increasing cost inflation for raw
materials, components, and supplies. We mitigate some cost
inflation risk by negotiating long-term agreements with certain raw
material suppliers and incorporating price escalation provisions in
customer contracts to the extent possible. We include assumptions
of anticipated cost growth in the development of our cost of
completion estimates, but if inflationary conditions continue over
the long-term, our cost assumptions may not be sufficient to cover
all cost escalation or may impact the availability of resources to
execute the respective contracts. Persistent cost inflation over
the long-term may have an adverse impact on our financial position,
results of operations, or cash flows.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Company's management, with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, has evaluated
the effectiveness of the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
as of March 31, 2023. Based on that evaluation, the Company's Chief
Executive Officer and Chief Financial Officer concluded that, as of
March 31, 2023, the Company's disclosure controls and procedures
were effective to ensure that information required to be disclosed
in reports the Company files or submits under the Exchange Act is
(i) recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms, and (ii) accumulated and
communicated to management to allow their timely decisions
regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company's internal control over
financial reporting that occurred in the quarterly period covered
by this report that materially affected, or are reasonably likely
to materially affect, its internal control over financial
reporting.
PART II – OTHER INFORMATION
Item 1. Legal
Proceedings
We have provided information about legal proceedings in which we
are involved in the unaudited condensed consolidated financial
statements in Part I, Item 1, which is incorporated herein by
reference. In addition to the matters disclosed in Part I, Item 1,
we are a party to various investigations, lawsuits, claims, and
other legal proceedings that arise in the ordinary course of our
business. Based on information available to us, we do not believe
at this time that any of such other matters will individually, or
in the aggregate, have a material adverse effect on our financial
condition, results of operations, or cash flows. For further
information on the risks we face from existing and future
investigations, lawsuits, claims, and other legal proceedings,
please see "Risk Factors" in Item 1A below.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly
Report on Form 10–Q, carefully consider the factors discussed in
Part I, Item 1A Risk Factors in the
2022
Annual Report on Form 10–K, which could materially affect our
business, financial condition, or future results.
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
Repurchases under our stock repurchase program are made from time
to time at management's discretion in accordance with applicable
federal securities laws. All repurchases of HII common stock have
been recorded as treasury stock. The following table summarizes
information relating to purchases made by or on behalf of the
Company of shares of the Company's common stock during the quarter
ended March 31, 2023.
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|
|
|
|
Period |
|
Total Number of Shares Purchased1
|
|
Average Price Paid per Share |
|
Total Number of Shares Purchased as Part of Publicly Announced
Program |
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under
the Program (in millions)2,
3
|
January 1, 2023 to January 31, 2023 |
|
7,837 |
|
|
$ |
221.11 |
|
|
7,570 |
|
|
$ |
987.0 |
|
February 1, 2023 to February 28, 2023 |
|
6,005 |
|
|
217.59 |
|
|
6,005 |
|
|
985.7 |
|
March 1, 2023 to March 31, 2023 |
|
81,548 |
|
|
212.53 |
|
|
25,750 |
|
|
980.3 |
|
Total |
|
95,390 |
|
|
$ |
213.55 |
|
|
39,325 |
|
|
$ |
980.3 |
|
1We
purchased an aggregate of 39,325 shares of our common stock in the
open market pursuant to our repurchase program, and 56,065 shares
were transferred to us from employees in satisfaction of minimum
tax withholding obligations associated with the vesting of
restricted stock rights during the period.
2
From the stock repurchase program's inception through March 31,
2023, we have purchased 13,679,186 shares at
an average price of $162.27 per share for a total of $2.2
billion.
3
In October 2012, we commenced our stock repurchase program. In
November 2019, we announced an increase in the stock repurchase
program to
$3.2 billion
and an extension of the term to October 31, 2024.
Item 3. Defaults
Upon Senior Securities
None.
Item 4. Mine
Safety Disclosures
None.
Item 5. Other
Information
None.
Item 6. Exhibits
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3.1 |
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3.2 |
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3.3 |
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3.4 |
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3.5 |
|
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|
31.1 |
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31.2 |
|
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|
32.1 |
|
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|
32.2 |
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|
101 |
|
The following financial information for the Company, formatted in
XBRL (Extensible Business Reporting Language): (i) the Condensed
Consolidated Statements of Operations and Comprehensive Income,
(ii) the Condensed Consolidated Statements of Financial Position,
(iii) the Condensed Consolidated Statements of Cash Flows, (iv) the
Condensed Consolidated Statements of Changes in Equity, and (v) the
Notes to Condensed Consolidated Financial Statements. |
|
|
|
104 |
|
The cover page from the Company’s Quarterly Report on Form 10-Q,
formatted in Inline XBRL and contained in Exhibit 101. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly
authorized.
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Date: |
May 4, 2023 |
Huntington Ingalls Industries, Inc. |
|
|
(Registrant) |
|
|
|
|
By: |
/s/ Nicolas Schuck |
|
|
|
Nicolas Schuck |
|
|
|
Corporate Vice President, Controller and Chief Accounting
Officer |
|
|
|
(Duly Authorized Officer and Principal Accounting
Officer) |
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