Edgar Filing: HUNTINGTON INGALLS INDUSTRIES, INC.

HII 2014 Q3 10-Q 9.30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM 10-Q

_____________________________________



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-34910

_____________________________________

HUNTINGTON INGALLS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

_____________________________________



DELAWARE		90-0607005
(State or other jurisdiction of incorporation or organization)		(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)

_____________________________________

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 ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	ý		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of October 31, 2014, 48,288,631 shares of the registrant's common stock were outstanding.

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TABLE OF CONTENTS




	PART I – FINANCIAL INFORMATION	Page

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Operations and Comprehensive Income	1
	Condensed Consolidated Statements of Financial Position	2
	Condensed Consolidated Statements of Cash Flows	3
	Condensed Consolidated Statements of Changes in Equity	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43
Item 4.	Controls and Procedures	43

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	46

Signatures		47

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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)



	Three Months Ended September 30						Nine Months Ended September 30
(in millions, except per share amounts)	2014			2013			2014			2013
Sales and service revenues
Product sales	$	1,385		$	1,394		$	4,150		$	4,138
Service revenues	332			243			880			744
Total sales and service revenues	1,717			1,637			5,030			4,882
Cost of sales and service revenues
Cost of product sales	1,086			1,123			3,277			3,366
Cost of service revenues	278			210			743			650
Income (loss) from operating investments, net	7			9			10			13
General and administrative expenses	189			186			509			541
Operating income (loss)	171			127			511			338
Other income (expense)
Interest expense	(27		)	(28		)	(83		)	(87		)
Earnings (loss) before income taxes	144			99			428			251
Federal income taxes	48			30			142			81
Net earnings (loss)	$	96		$	69		$	286		$	170

Basic earnings (loss) per share	$	1.97		$	1.38		$	5.85		$	3.41
Weighted-average common shares outstanding	48.7			49.9			48.9			49.9

Diluted earnings (loss) per share	$	1.96		$	1.36		$	5.80		$	3.37
Weighted-average diluted shares outstanding	49.0			50.6			49.3			50.5

Dividends declared per share	$	0.20		$	0.10		$	0.60		$	0.30

Net earnings (loss) from above	$	96		$	69		$	286		$	170
Other comprehensive income (loss)
Change in unamortized benefit plan costs	8			31			24			246
Other	(2		)	2			—			3
Tax benefit (expense) for items of other comprehensive income	(3		)	(15		)	(9		)	(101		)
Other comprehensive income (loss), net of tax	3			18			15			148
Comprehensive income (loss)	$	99		$	87		$	301		$	318

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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HUNTINGTON INGALLS INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)



($ in millions)	September 30 2014			December 31 2013
Assets
Current Assets
Cash and cash equivalents	$	769		$	1,043
Accounts receivable, net	1,144			1,123
Inventoried costs, net	272			311
Deferred income taxes	167			170
Prepaid expenses and other current assets	28			29
Total current assets	2,380			2,676
Property, plant, and equipment, net of accumulated depreciation of $1,525 million as of 2014 and $1,404 million as of 2013	1,852			1,897
Goodwill	1,086			881
Other purchased intangibles, net	551			528
Pension plan assets	129			124
Miscellaneous other assets	127			119
Total assets	$	6,125		$	6,225
Liabilities and Stockholders' Equity
Current Liabilities
Trade accounts payable	$	268		$	337
Accrued employees’ compensation	226			230
Current portion of long-term debt	93			79
Current portion of postretirement plan liabilities	139			139
Current portion of workers’ compensation liabilities	233			230
Advance payments and billings in excess of revenues	53			115
Other current liabilities	222			262
Total current liabilities	1,234			1,392
Long-term debt	1,650			1,700
Pension plan liabilities	452			529
Other postretirement plan liabilities	486			477
Workers’ compensation liabilities	424			419
Deferred tax liabilities	118			83
Other long-term liabilities	99			104
Total liabilities	4,463			4,704
Commitments and Contingencies (Note 15)	—			—
Stockholders’ Equity
Common stock, $0.01 par value; 150 million shares authorized; 51.4 million issued and 48.5 million outstanding as of September 30, 2014, and 50.5 million issued and 48.7 million outstanding as of December 31, 2013	1			1
Additional paid-in capital	1,907			1,925
Retained earnings (deficit)	492			236
Treasury stock	(232		)	(120		)
Accumulated other comprehensive income (loss)	(506		)	(521		)
Total stockholders’ equity	1,662			1,521
Total liabilities and stockholders’ equity	$	6,125		$	6,225

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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HUNTINGTON INGALLS INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



	Nine Months Ended September 30
($ in millions)	2014			2013
Operating Activities
Net earnings (loss)	$	286		$	170
Adjustments to reconcile to net cash provided by (used in) operating activities
Depreciation	136			135
Amortization of purchased intangibles	20			16
Amortization of debt issuance costs	8			6
Stock-based compensation	22			28
Excess tax benefit related to stock-based compensation	(15		)	(5		)
Deferred income taxes	11			(19		)
Change in
Accounts receivable	34			(150		)
Inventoried costs	41			(102		)
Prepaid expenses and other assets	4			(16		)
Accounts payable and accruals	(186		)	12
Retiree benefits	(48		)	(134		)
Other non-cash transactions, net	1			3
Net cash provided by (used in) operating activities	314			(56		)
Investing Activities
Additions to property, plant, and equipment	(91		)	(85		)
Acquisitions of businesses, net of cash received	(272		)	—
Proceeds from insurance settlement	—			58
Net cash provided by (used in) investing activities	(363		)	(27		)
Financing Activities
Repayment of long-term debt	(36		)	(22		)
Dividends paid	(30		)	(15		)
Repurchases of common stock	(112		)	(53		)
Employee taxes on certain share-based payment arrangements	(64		)	—
Proceeds from stock option exercises	2			6
Excess tax benefit related to stock-based compensation	15			5
Net cash provided by (used in) financing activities	(225		)	(79		)
Change in cash and cash equivalents	(274		)	(162		)
Cash and cash equivalents, beginning of period	1,043			1,057
Cash and cash equivalents, end of period	$	769		$	895
Supplemental Cash Flow Disclosure
Cash paid for income taxes	$	132		$	54
Cash paid for interest	$	96		$	101
Non-Cash Investing and Financing Activities
Capital expenditures accrued in accounts payable	$	4		$	2

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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HUNTINGTON INGALLS INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)



Nine Months Ended September 30, 2014 and 2013 ($ 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, 2012	$	—	$	1,894		$	—		$	(1	)	$	(1,226	)	$	667
Net earnings (loss)	—		—			170			—			—			170
Dividends declared ($0.30 per share)	—		—			(15		)	—			—			(15		)
Additional paid-in capital	—		20			—			—			—			20
Other comprehensive income (loss), net of tax	—		—			—			—			148			148
Common stock	1		—			—			—			—			1
Treasury stock activity	—		—			—			(56		)	—			(56		)
Balance as of September 30, 2013	$	1	$	1,914		$	155		$	(57	)	$	(1,078	)	$	935

Balance as of December 31, 2013	$	1	$	1,925		$	236		$	(120	)	$	(521	)	$	1,521
Net earnings (loss)	—		—			286			—			—			286
Dividends declared ($0.60 per share)	—		—			(30		)	—			—			(30		)
Additional paid-in capital	—		(18		)	—			—			—			(18		)
Other comprehensive income (loss), net of tax	—		—			—			—			15			15
Treasury stock activity	—		—			—			(112		)	—			(112		)
Balance as of September 30, 2014	$	1	$	1,907		$	492		$	(232	)	$	(506	)	$	1,662

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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HUNTINGTON INGALLS INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. DESCRIPTION OF BUSINESS

For more than a century, Huntington Ingalls Industries, Inc. ("HII" or the "Company") has been designing, building, overhauling and repairing ships primarily for the U.S. Navy and the U.S. Coast Guard. As prime contractor, principal subcontractor, team member or partner, HII participates in many high-priority U.S. defense technology programs. The Company conducts business primarily with the U.S. Government, principally the Department of Defense ("DoD"). HII is organized into three reportable segments: Ingalls, Newport News, and Other. Through its Ingalls segment, HII is a builder of amphibious assault and expeditionary ships for the U.S. Navy, the sole builder of National Security Cutters for the U.S. Coast Guard, and one of only two companies that builds the Navy's current fleet of DDG-51 Arleigh Burke-class destroyers. Through its Newport News segment, HII is the nation's sole designer, builder and refueler of nuclear-powered aircraft carriers, and one of only two companies currently designing and building nuclear-powered submarines for the U.S. Navy. The Other segment was established in the second quarter of 2014 to account for certain of the Company's non-shipbuilding commercial activities.

In the first quarter of 2014, the Company realigned its segments in order to optimize its operating structure. Reclassifications of prior year financial information have been made to conform to the current year presentation. None of the changes impacted the Company's previously reported consolidated financial position, results of operations or cash flows. See Note 9: Segment Information for a full description of the segment realignment.

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"). 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. Additionally, certain prior year amounts have been reclassified to conform to the current year presentation.

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. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

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.

The Bipartisan Budget Act of 2013 established budget top lines and provided sequestration relief for 2014 and 2015. Sequestration remains in effect for 2016 through 2021 and could result in significant decreases in DoD spending that could negatively impact the Company's revenues and its estimated recovery of goodwill and other long-lived assets.

Revenue Recognition - The majority of the Company's business is derived from long-term contracts for the construction of naval vessels, production of goods, and provision of services to the federal government, principally the U.S. Navy. In accounting for these contracts, the Company extensively utilizes the cost-to-cost measure of the

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percentage-of-completion method of accounting, principally based upon total costs incurred. Under this method, sales, including estimated earned fees or profits, are recorded as costs are incurred, generally based on the percentage that total costs incurred bear to total estimated costs at completion. For certain contracts that provide for deliveries of a substantial number of similar units, sales are accounted for using units of delivery as the basis to measure progress toward completion. Certain contracts contain provisions for price redetermination or for cost and/or performance incentives. Such redetermined amounts or incentives are included in sales when the amounts can reasonably be determined and estimated. Amounts representing contract change orders, claims, requests for equitable adjustment, or limitations in funding are included in sales only when they can be reliably estimated and realization is probable. The Company is accounting for one of its contracts under the percentage-of-completion method based on a zero profit margin and will continue such accounting until results can be estimated more precisely. The Company estimates profit as the difference between total estimated revenues and total estimated cost of a contract and recognizes that profit over the life of the contract based on progress toward completion. If the Company estimates a contract will result in a loss, the full amount of the estimated loss is recognized against income in the period in which the loss is identified. The Company classifies contract revenues as product sales or service revenues depending upon the predominant attributes of the relevant underlying contracts.

The Company recognizes changes in estimates of contract sales, costs, and profits using the cumulative catch-up method of accounting. This method recognizes in the current period the cumulative effect of the changes on current and prior periods. Hence, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. For the three months ended September 30, 2014 and 2013, net cumulative catch-up adjustments increased operating income by $46 million and $2 million, respectively, and increased diluted earnings per share by $0.61 and $0.02, respectively. For the nine months ended September 30, 2014 and 2013, net cumulative catch-up adjustments increased operating income by $154 million and $67 million, respectively, and increased diluted earnings per share by $2.03 and $0.86, respectively. No individual adjustment was material to the Company's consolidated statements of operations and comprehensive income in any of these periods.

To a lesser extent, the Company enters into other types of contracts such as certain services or commercial arrangements. For such contracts not associated with the design, development, manufacture, or modification of complex equipment, revenues are recognized upon delivery or as services are rendered once persuasive evidence of an arrangement exists, the price is fixed or determinable, and collectibility is reasonably assured. Costs related to these contracts are expensed as incurred.

Fair Value of Financial Instruments - Except for long-term debt and available-for-sale securities held in trust, 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.

The Company maintains multiple rabbi trusts established to fund certain non-qualified pension plans. These trusts consist of available-for-sale investments primarily in marketable securities. The assets are held at fair value, and a significant majority of investments held in the trusts are valued within Level 1 of the fair value hierarchy. The rabbi trusts were valued at $43 million and $40 million as of September 30, 2014 and December 31, 2013, respectively, and are presented within miscellaneous other assets within the unaudited condensed consolidated statements of financial position.

Foreign Currency Translation - The Company's international subsidiaries that do not have the U.S. dollar as their functional currency translate assets and liabilities at current rates of exchange in effect at the balance sheet date. Revenues and expenses from these international subsidiaries are translated using the monthly average exchange rates in effect for the period in which the items occur. The cumulative foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Such amounts are not material.

3. ACCOUNTING STANDARDS UPDATES

On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued the final standard on revenue from contracts with customers. The standard, issued as Accounting Standards Update (“ASU”) 2014-09, outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the standard is that "an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for

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those goods or services." The standard provides a five-step analysis of transactions to determine when and how revenue should be recognized. The five steps are: Identify the contract with the customer; Identify the performance obligations in the contract; Determine the transaction price; Allocate the transaction price to the performance obligations; and Recognize revenue when or as each performance obligation is satisfied. The standard also includes disclosure requirements to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts, as well as quantitative and qualitative information about significant judgments and changes in the judgments that management made to determine revenue that is recorded. The guidance permits the use of either a retrospective or cumulative effect transition method. ASU 2014-09 will be effective for public entities for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2016 and does not permit early application. The Company is currently evaluating the impact that will result from the implementation of ASU 2014-09 on its financial statements and disclosures, contracting and accounting processes, internal controls, and Information Technology systems.

On June 19, 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, to provide updated guidance to resolve the diversity in practice concerning employee share-based payments that contain performance targets that could be achieved after the requisite service period. The updated guidance requires that a performance target that affects vesting and that can be achieved after the requisite service period be treated as a performance condition. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which service has been rendered. If the performance target becomes probable of being achieved before the end of the service period, the remaining unrecognized compensation cost for which requisite service has not yet been rendered is recognized prospectively over the remaining service period. The total amount of compensation cost recognized during and after the service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest.

The updated guidance is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.

Additional accounting standards updates issued but not effective until after September 30, 2014, are not expected to have a material effect on the Company's consolidated financial position, results of operations or cash flows.

4. AVONDALE

In 2010, plans were announced to consolidate the Company's Ingalls military shipbuilding operations by winding down military shipbuilding at the Avondale, Louisiana facility in 2013 after completion of LPD-class ships that were under construction at this facility. The Company intends to build future LPD-class ships at the Company's Pascagoula, Mississippi facility, although the Company is utilizing the Avondale facility in 2014 to complete construction of certain LPD assemblies. The consolidation is intended to reduce costs, increase efficiency, and address shipbuilding overcapacity.

In connection with and as a result of the decision to wind down military shipbuilding at the Avondale, Louisiana facility, the Company began incurring and paying related costs, including, but not limited to, severance expense, relocation expense, and asset write-downs related to the Avondale facilities. Management's current estimate of these expenditures is $284 million. Such costs are expected to be recoverable under existing flexibly-priced contracts or future negotiated contracts in accordance with Federal Acquisition Regulation ("FAR") provisions for the treatment of restructuring and shutdown related costs. The Company is currently in discussions with the U.S. Navy regarding its cost submission to support the recoverability of these costs under the FAR and applicable contracts.

The Defense Contract Audit Agency ("DCAA"), a DoD agency, prepared an initial audit report on the Company's July 2010 cost proposal for restructuring and shutdown related costs of $310 million, which stated that the proposal was not adequately supported for the DCAA to reach a conclusion and questioned approximately $25 million, or 8%, of the costs submitted by the Company. The Company submitted a revised proposal in March 2014 to address the concerns of the DCAA and to reflect a revised estimated total cost of $284 million. In July 2014, the Company received a letter from the Supervisor of Shipbuilding requesting that the Company revise its restructuring proposal to address certain documentation issues identified by the DCAA in order for the Government to make an adequate

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evaluation of the restructuring proposal. In August 2014, the Company received a letter from the Supervisor of Shipbuilding proposing a joint meeting regarding the treatment of specific costs included in the restructuring proposal and acknowledging that the allowability and allocability of costs will be determined by the Government in an Advanced Agreement in accordance with FAR.

Ultimately, the Company anticipates agreement with the U.S. Navy that is substantially in accordance with management's cost recovery expectations. Accordingly, HII has treated these costs as allowable costs in determining the earnings performance on its contracts in process. The actual restructuring expenses related to the wind down may be greater than the Company's current estimate, and any inability to recover such costs could result in a material effect on the Company's consolidated financial position, results of operations or cash flows.

The Company also evaluated the effect that the wind down of the Avondale facilities might have on the benefit plans in which HII employees participate. HII determined that the impact of a curtailment and other resulting adjustments in these plans was not material to its consolidated financial position, results of operations or cash flows.

Although closure is still the baseline assumption for Avondale, the Company is pursuing other opportunities to utilize this facility. In April 2014, the Company announced it would conduct a study with Kinder Morgan Energy Partners, L.P. to explore and evaluate best-use opportunities for the facility. Ultimately, if the Company is successful in pursuing such opportunities, and Avondale were to remain open, the Company would submit a revised restructuring proposal to the U.S. Navy consistent with this change. In such event, the Company expects the total estimated restructuring costs would decrease. While the restructuring costs that are currently capitalized, consisting primarily of severance and retention payments as well as retired fixed assets, should remain recoverable under existing or future U.S. Navy contracts, other costs would remain as part of the Avondale cost structure associated with Avondale's new line of business.

The following table summarizes the changes in the Company's liability for restructuring and shutdown related costs associated with winding down the Avondale facility. As of September 30, 2014 and 2013, these costs were comprised primarily of employee severance and retention payments, as well as incentive bonuses. As of September 30, 2014, and December 31, 2013, $144 million and $180 million, respectively, of restructuring and shutdown related costs were capitalized in inventoried costs. As of September 30, 2014, $39 million of accounts receivable was related to restructuring and shutdown related costs. For the three and nine months ended September 30, 2014, the Company expensed $15 million and $43 million, respectively, of these costs as part of general and administrative expenses.



($ in millions)
Balance as of December 31, 2012	$	24
Payments	(14		)
Adjustments	8
Balance as of September 30, 2013	$	18

Balance as of December 31, 2013	$	14
Payments	(13		)
Adjustments	3
Balance as of September 30, 2014	$	4

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5. GULFPORT

On September 3, 2013, the Company announced the closure of its Gulfport Composite Center of Excellence in Gulfport, Mississippi, part of the Ingalls reportable segment, which it completed in August 2014. In connection with this closure, the Company expects to incur total costs of approximately $57 million, consisting of approximately $52 million in accelerated depreciation of fixed assets and $5 million in personnel, facility shutdown, and other related costs. In July 2014, the Company received a letter from the Supervisor of Shipbuilding taking exception to the Company's treatment of the Gulfport closure costs. The Company disagrees with the conclusion reached by the Supervisor of Shipbuilding and is currently evaluating its future course of action. The inability to recover Gulfport closure costs could result in a material effect on the Company's consolidated financial position, results of operations or cash flows. As of September 30, 2014, and December 31, 2013, $36 million and $17 million, respectively, of accounts receivable was related to Gulfport closure costs.

6. ACQUISITIONS

On May 30, 2014, the Company acquired, for approximately $225 million in cash, net of $5 million of cash acquired, UniversalPegasus International Holdings, Inc. ("UPI"), a provider of project management, engineering and construction management services to the oil and gas industry. The acquisition is consistent with the Company's strategy to utilize its engineering and energy related expertise to expand its position in energy infrastructure markets. In connection with this acquisition, the Company recorded $163 million of goodwill, all of which was allocated to its Other segment, primarily related to the value of UPI’s workforce, and $37 million of intangible assets related to contractual relationships and trade names. See Note 11: Goodwill and Other Purchased Intangible Assets. Adjustments to the fair value of assets acquired and liabilities assumed since the acquisition date were not material and were primarily driven by the finalization of the net working capital adjustment. The Company has not completed the purchase price allocation due to the recent acquisition date and potential adjustments upon finalization of the fair value of the assets acquired and liabilities assumed. The assets, liabilities, and results of operations of UPI are not material to the Company’s consolidated financial position, results of operations, or cash flows.

On January 2, 2014, the Company acquired, for approximately $47 million in cash, net of $6 million of cash acquired, The S.M. Stoller Corporation ("Stoller"), a provider of environmental, nuclear, and technical consulting and engineering services to the Department of Energy, Department of Defense, and private sector. The acquisition is consistent with the Company's strategy to utilize its nuclear and energy related expertise developed through its shipbuilding activities to expand its position in the energy marketplace. In connection with this acquisition, the Company recorded $42 million of goodwill, all of which was allocated to its Newport News segment, primarily attributed to Stoller’s specialized and skilled employees, and $6 million of intangible assets, primarily related to existing contract backlog and trade names. See Note 11: Goodwill and Other Purchased Intangible Assets. The Company has not completed the purchase price allocation to the underlying assets and liabilities due to potential adjustments upon finalization of the fair value of the assets acquired and liabilities assumed. The assets, liabilities, and results of operations of Stoller are not material to the Company’s consolidated financial position, results of operations, or cash flows.

The Company funded each of these acquisitions using cash on hand. The acquisition costs incurred in connection with these acquisitions were not material. The operating results of these businesses have been included in the Company’s consolidated results as of the respective closing dates of the acquisitions. In allocating the purchase price of these businesses, the Company considered the estimated fair value of net tangible and intangible assets acquired, with any excess purchase price recorded as goodwill. As of September 30, 2014, the total amount of goodwill related to these acquisitions expected to be deductible for tax purposes was $97 million. Pro forma revenues and results of operations have not been provided for these acquisitions as they are not material either individually or in the aggregate.

7. STOCKHOLDERS' EQUITY

Treasury Stock - In 2013, the Company's board of directors authorized an increase in the Company's stock repurchase program from $150 million to $300 million and an extension of the term of the program from October 31, 2015, to October 31, 2017. In 2014, the Company's board of directors authorized an increase in the Company's stock repurchase program from $300 million to $600 million and an extension of the term of the program to October 31, 2019. Repurchases are made from time to time at management's discretion in accordance with applicable federal securities laws. For the nine months ended September 30, 2014, the Company repurchased 1,136,170

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shares at a cost of $112 million. For the nine months ended September 30, 2013, the Company repurchased 919,866 shares at a cost of $56 million. The cost of purchased shares is recorded as treasury stock in the unaudited condensed consolidated statements of financial position.

Dividends - The Company declared cash dividends per share of $0.20 and $0.10 for the three months ended September 30, 2014 and 2013, respectively. The Company declared cash dividends per share of $0.60 and $0.30 for the nine months ended September 30, 2014 and 2013, respectively. The Company paid cash dividends totaling $30 million and $15 million for the nine months ended September 30, 2014 and 2013, respectively.

Accumulated Other Comprehensive Income - Other comprehensive income (loss) refers to gains and losses recorded as an element of stockholders' equity but excluded from net earnings (loss). The accumulated other comprehensive loss as of September 30, 2014 and December 31, 2013, was comprised of unamortized benefit plan costs of $508 million and $523 million, respectively, and other comprehensive income items of $2 million and $2 million, respectively. The changes in accumulated other comprehensive income (loss) by component for the three and nine months ended September 30, 2014 and 2013, were as follows:



($ in millions)	Benefit Plans			Other			Total
Balance as of June 30, 2013	$	(1,097	)	$	1		$	(1,096	)
Other comprehensive income (loss) before reclassifications	—			2			2
Amounts reclassified from accumulated other comprehensive income (loss)
Amortization of prior service cost (credit)¹	(2		)	—			(2		)
Amortization of net actuarial loss (gain)¹	33			—			33
Tax benefit (expense) for items of other comprehensive income	(14		)	(1		)	(15		)
Net current period other comprehensive income (loss)	17			1			18
Balance as of September 30, 2013	$	(1,080	)	$	2		$	(1,078	)

Balance as of June 30, 2014	$	(513	)	$	4		$	(509	)
Other comprehensive income (loss) before reclassifications	—			(2		)	(2		)
Amounts reclassified from accumulated other comprehensive income (loss)
Amortization of prior service cost (credit)¹	(2		)	—			(2		)
Amortization of net actuarial loss (gain)¹	10			—			10
Tax benefit (expense) for items of other comprehensive income	(3		)	—			(3		)
Net current period other comprehensive income (loss)	5			(2		)	3
Balance as of September 30, 2014	$	(508	)	$	2		$	(506	)

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($ in millions)	Benefit Plans			Other			Total
Balance as of December 31, 2012	$	(1,226	)	$	—		$	(1,226	)
Other comprehensive income (loss) before reclassifications	147			3			150
Amounts reclassified from accumulated other comprehensive income (loss)
Amortization of prior service cost (credit)¹	(1		)	—			(1		)
Amortization of net actuarial loss (gain)¹	100			—			100
Tax benefit (expense) for items of other comprehensive income	(100		)	(1		)	(101		)
Net current period other comprehensive income (loss)	146			2			148
Balance as of September 30, 2013	$	(1,080	)	$	2		$	(1,078	)

Balance as of December 31, 2013	$	(523	)	$	2		$	(521	)
Other comprehensive income (loss) before reclassifications	—			—			—
Amounts reclassified from accumulated other comprehensive income (loss)
Amortization of prior service cost (credit)¹	(6		)	—			(6		)
Amortization of net actuarial loss (gain)¹	30			—			30
Tax benefit (expense) for items of other comprehensive income	(9		)	—			(9		)
Net current period other comprehensive income (loss)	15			—			15
Balance as of September 30, 2014	$	(508	)	$	2		$	(506	)

¹ These accumulated comprehensive income (loss) components are included in the computation of net periodic benefit cost. See Note 17: Employee Pension and Other Postretirement Benefits. The tax benefit associated with amounts reclassified from accumulated other comprehensive income (loss) for the three months ended September 30, 2014 and 2013, was $3 million and $11 million, respectively. The tax benefit associated with amounts reclassified from accumulated other comprehensive income (loss) for the nine months ended September 30, 2014 and 2013, was $8 million and $35 million, respectively.

8. EARNINGS PER SHARE

The calculation of basic and diluted earnings per common share was as follows:



	Three Months Ended September 30				Nine Months Ended September 30
(in millions, except per share amounts)	2014		2013		2014		2013
Net earnings (loss)	$	96	$	69	$	286	$	170

Weighted-average common shares outstanding	48.7		49.9		48.9		49.9
Net dilutive effect of stock options and awards	0.3		0.7		0.4		0.6
Dilutive weighted-average common shares outstanding	49.0		50.6		49.3		50.5

Earnings (loss) per share - basic	$	1.97	$	1.38	$	5.85	$	3.41
Earnings (loss) per share - diluted	$	1.96	$	1.36	$	5.80	$	3.37

The Company's calculation of diluted earnings per common share includes the dilutive effects of the assumed exercise of stock options and vesting of restricted stock based on the treasury stock method. Under this method, the Company has excluded the effects of 0.4 million stock options and 1.1 million Restricted Performance Stock Rights ("RPSRs") from the diluted share amounts presented above for the three months ended September 30, 2014. The amounts presented above for the nine months ended September 30, 2014, exclude the impact of 0.4 million stock options and 1.2 million RPSRs under the treasury stock method. The amounts presented above for the three months ended September 30, 2013, exclude the impact of 0.7 million stock options, 0.3 million Restricted Stock Rights ("RSRs") and 1.3 million RPSRs under the treasury stock method. The amounts presented above for the nine months ended September 30, 2013, exclude the impact of 0.7 million stock options, 0.3 million RSRs and 1.4 million RPSRs under the treasury stock method.

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9. SEGMENT INFORMATION

The Company is organized into three reportable segments: Ingalls, Newport News and Other, consistent with how management makes operating decisions and assesses performance. The Other segment was established in the second quarter of 2014 to account for certain of the Company's non-shipbuilding commercial activities. In the first quarter of 2014, the Company realigned its segments in order to optimize its operating structure. As a result of this realignment, the Company's AMSEC and Continental Maritime of San Diego ("CMSD") businesses were transferred from the Ingalls segment to the Newport News segment. Business segment data for 2013 has been adjusted to reflect the realignment. None of these changes impacted the Company's previously reported consolidated financial position, results of operations or cash flows.

The following table presents segment results for the three and nine months ended September 30, 2014 and 2013:



	Three Months Ended September 30						Nine Months Ended September 30
($ in millions)	2014			2013			2014			2013
Sales and Service Revenues
Ingalls	$	559		$	565		$	1,678		$	1,707
Newport News	1,097			1,073			3,273			3,177
Other	61			—			81			—
Intersegment eliminations	—			(1		)	(2		)	(2		)
Total sales and service revenues	$	1,717		$	1,637		$	5,030		$	4,882
Operating Income (Loss)
Ingalls	$	55		$	46		$	157		$	101
Newport News	101			96			299			297
Other	(5		)	—			(5		)	—
Total segment operating income (loss)	151			142			451			398
Non-segment factors affecting operating income (loss)
FAS/CAS Adjustment	21			(13		)	64			(54		)
Deferred state income taxes	(1		)	(2		)	(4		)	(6		)
Total operating income (loss)	$	171		$	127		$	511		$	338

FAS/CAS Adjustment - The FAS/CAS Adjustment reflects the difference between expenses for pension and other postretirement benefits determined in accordance with GAAP and the expenses for these items included in segment operating income in accordance with U.S. Cost Accounting Standards ("CAS").

Other Financial Information

The following table presents the Company's assets by segment.



($ in millions)	September 30 2014		December 31 2013
Assets
Ingalls	$	1,502	$	1,663
Newport News	3,183		3,111
Other	274		—
Corporate	1,166		1,451
Total assets	$	6,125	$	6,225

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10. INVENTORIED COSTS, NET

Inventoried costs were composed of the following:



($ in millions)	September 30 2014		December 31 2013
Production costs of contracts in process	$	176	$	218
General and administrative expenses	1		2
	177		220
Raw material inventory	95		91
Total inventoried costs, net	$	272	$	311

11. GOODWILL AND OTHER PURCHASED INTANGIBLE ASSETS

Goodwill

HII performs impairment tests for goodwill as of November 30 of each year and between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the Company's reporting units below their carrying value.

Accumulated goodwill impairment losses as of both September 30, 2014, and December 31, 2013, were $2,755 million. The accumulated goodwill impairment losses for Ingalls as of both September 30, 2014, and December 31, 2013, were $1,568 million. The accumulated goodwill impairment losses for Newport News as of both September 30, 2014, and December 31, 2013, were $1,187 million.

For the nine months ended September 30, 2014, the Company recorded $42 million of goodwill related to its acquisition of Stoller and $163 million of goodwill related to its acquisition of UPI.

For the nine months ended September 30, 2014, the carrying amounts of goodwill changed as follows:



($ in millions)	Ingalls		Newport News		Other		Total
Balance as of December 31, 2013	$	175	$	706	$	—	$	881
Acquisitions	—		42		163		205
Balance as of September 30, 2014	$	175	$	748	$	163	$	1,086

In the first quarter of 2014, the Company realigned its segments in order to optimize its operating structure. As a result, the net goodwill balance as of December 31, 2013, includes the reclassification of $23 million of goodwill from the Company's Ingalls segment to its Newport News segment. See Note 9: Segment Information for a full description of the segment realignments. None of these changes impacted the previously reported goodwill within each of the Company's reporting units.

Purchased Intangible Assets

In connection with the UPI purchase, the Company recorded $37 million of intangible assets pertaining to existing contracts, trademarks and trade names to be amortized using the pattern of benefits method over a weighted-average life of 11 years. In connection with the Stoller purchase, the Company recorded $6 million of intangible assets pertaining to existing contract backlog, trademarks and trade names to be amortized using the pattern of benefits method over a weighted-average life of five years.

The following table summarizes the Company's aggregate purchased intangible assets, which are primarily program related intangible assets.



($ in millions)	September 30 2014			December 31 2013
Gross carrying amount	$	982		$	939
Accumulated amortization	(431		)	(411		)
Net carrying amount	$	551		$	528

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The Company's purchased intangible assets are being amortized on a straight-line basis or a method based on the pattern of benefits. Net intangible assets consist principally of amounts pertaining to nuclear-powered aircraft carrier and submarine program intangibles, with an aggregate weighted-average useful life of 40 years based on the long life cycle of the related programs. Aggregate amortization expense was $8 million and $5 million for the three months ended September 30, 2014 and 2013, respectively. Aggregate amortization expense was $20 million and $16 million for the nine months ended September 30, 2014 and 2013, respectively.

The Company expects amortization for purchased intangibles of approximately $28 million in 2014, $25 million in each of the years 2015 and 2016, and $24 million in each of the years 2017 and 2018.

12. INCOME TAXES

The Company's earnings are principally domestic and its effective tax rates on earnings from operations for the three months ended September 30, 2014 and 2013, were 33.3% and 30.3%, respectively. For the nine months ended September 30, 2014 and 2013, the Company's effective tax rates were 33.2% and 32.3%, respectively. The lower effective tax rate for the three months ended September 30, 2013, relates to the impact of favorable adjustments for the true-up of 2012 estimated taxes to actual filed returns.

For the three and nine months ended September 30, 2014, the Company's effective tax rates differed from the federal statutory rate primarily as a result of the domestic manufacturing deduction. For the three and nine months ended September 30, 2013, the Company's effective tax rates differed from the federal statutory rate primarily as a result of the domestic manufacturing deduction, enactment of the American Taxpayer Relief Act in January 2013, and favorable adjustments related to the true-up of 2012 estimated tax expense to actual filed returns. The Company's effective tax rate for the nine months ended September 30, 2013, reflected the entire 2012 income tax benefit for the research and development ("R&D") tax credit, which expired at the end of 2011. The American Taxpayer Relief Act, enacted in January 2013, retroactively extended the R&D tax credit through the end of 2013. Due to the timing of enactment, the impact on the Company's effective tax rate for the 2012 credit was reflected in the first quarter of 2013. The R&D tax credit expired December 31, 2013, and the Company will not recognize any tax benefit unless and until new legislation is enacted.

Deferred state income taxes reflect the change in deferred state assets and liabilities in the relevant period. These amounts are recorded within operating income, while the current period state income tax expense is charged to contract costs and included in cost of sales and service revenues in segment operating income.

Net deferred tax assets (liabilities) as presented in the unaudited condensed consolidated statements of financial position were as follows:



($ in millions)	September 30 2014			December 31 2013
Net current deferred tax assets	$	167		$	170
Net non-current deferred tax liabilities	(118		)	(83		)
Total net deferred tax assets	$	49		$	87

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13. DEBT

Long-term debt consisted of the following:



($ in millions)	September 30 2014		December 31 2013
Term loan due March 30, 2016	$	438	$	474
Senior notes due March 15, 2018, 6.875%	600		600
Senior notes due March 15, 2021, 7.125%	600		600
Mississippi economic development revenue bonds due May 1, 2024, 7.81%	84		84
Gulf opportunity zone industrial development revenue bonds due December 1, 2028, 4.55%	21		21
Total long-term debt	1,743		1,779
Less current portion	93		79
Long-term debt, net of current portion	$	1,650	$	1,700

Credit Facility - In March 2011, the Company entered into the Credit Facility with third-party lenders. The Credit Facility is comprised of a five-year term loan facility of $575 million, which was funded on March 30, 2011, and a revolving credit facility of $650 million, which may be drawn upon during a period of five years from the date of the funding. The revolving credit facility includes a letter of credit subfacility of $350 million and a swingline loan subfacility of $100 million. In November 2013, the Company amended and restated its existing Credit Facility to provide more favorable pricing terms and more flexibility under the Credit Facility’s restricted payment covenants. The term loan and revolving credit facility have a variable interest rate on outstanding borrowings based on the London Interbank Offered Rate ("LIBOR") plus a spread based upon the Company's leverage ratio. The current spread as of September 30, 2014, was 1.50% and may vary between 1.5% and 2.5%. The revolving credit facility also has a commitment fee rate on the unutilized balance based on the Company's leverage ratio. The current fee rate as of September 30, 2014, was 0.25% and may vary between 0.25% and 0.45%. As of September 30, 2014, approximately $31 million in letters of credit were issued but undrawn, and the remaining $619 million of the revolving credit facility was unutilized.

The term loan facility requires principal payments in three-month intervals from the funding date, expected to be in an aggregate amount equal to 5% during each of the first year and the second year, 10% during the third year, 15% during the fourth year, and 65% during the fifth year, of which 5% is payable on each of the first three quarterly payment dates during such year, and the balance is payable on the term maturity date.

Senior Notes - In March 2011, the Company issued $600 million aggregate principal amount of 6.875% senior notes due March 15, 2018, and $600 million aggregate principal amount of 7.125% senior notes due March 15, 2021.

Mississippi Economic Development Revenue Bonds - As of September 30, 2014, the Company had $84 million outstanding under Industrial Revenue Bonds issued by the Mississippi Business Finance Corporation. These bonds accrue interest at a fixed rate of 7.81% and mature in 2024.

Gulf Opportunity Zone Industrial Development Revenue Bonds - As of September 30, 2014, the Company had $21 million outstanding under Gulf Opportunity Zone Industrial Development Revenue Bonds issued by the Mississippi Business Finance Corporation. These bonds accrue interest at a fixed rate of 4.55% and mature in 2028.

The Company's debt arrangements contain customary affirmative and negative covenants, including a maximum total leverage ratio and a minimum interest coverage ratio. The Company was in compliance with all debt covenants during the nine months ended September 30, 2014.

The estimated fair value of the Company's total long-term debt, including current portions, as of September 30, 2014 and December 31, 2013, was $1,833 million and $1,897 million, respectively. The fair value of the Company's long-term debt was calculated based on either recent trades of the Company's debt instruments in inactive markets or yields available on debt with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy.

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14. INVESTIGATIONS, CLAIMS, AND LITIGATION

The Company is involved in legal proceedings before various courts and administrative agencies, and is periodically subject to government examinations, inquiries and investigations. Pursuant to FASB Accounting Standards Codification 450 Contingencies, the Company has accrued for losses associated with investigations, claims and litigation when, and to the extent that, loss amounts related to the investigations, claims and litigation are probable and can be reasonably estimated. The actual losses that might be incurred to resolve such investigations, claims and litigation may be higher or lower than the amounts accrued. For matters where a material loss is probable or reasonably possible and the amount of loss cannot be reasonably estimated, but the Company is able to reasonably estimate a range of possible losses, the Company will disclose such estimated range in these notes. This estimated range is based on information currently available to the Company and involves elements of judgment and significant uncertainties. This estimated range of possible loss does not represent the Company's maximum possible loss exposure. For matters as to which the Company is not able to reasonably estimate a possible loss or range of loss, the Company is required to indicate the reasons why it is unable to estimate the possible loss or range of loss. For matters not specifically described in these notes, the Company does not believe, based on information currently available to it, that it is reasonably possible that the liabilities, if any, arising from such investigations, claims and litigation will have a material effect on its consolidated financial position, results of operations or cash flows. The Company has, in certain cases, provided disclosure regarding certain matters for which the Company believes at this time that the likelihood of material loss is remote.

False Claims Act Complaint - In January 2011, the U.S. Department of Justice ("DoJ") first informed the Company through Northrop Grumman of a False Claims Act complaint (the "Complaint") that was filed under seal in the U.S. District Court for the District of Columbia. The redacted copy of the Complaint the Company received alleges that, through largely unspecified fraudulent means, the Company and Northrop Grumman obtained federal funds that were restricted by law for the consequences of Hurricane Katrina, and used those funds to cover costs under certain shipbuilding contracts that were unrelated to Katrina and for which Northrop Grumman and the Company were not entitled to recovery under the contracts. The Complaint seeks monetary damages of at least $835 million, plus penalties, attorneys' fees and other costs of suit. Damages under the False Claims Act may be trebled upon a finding of liability.

In July 2012, the District Court entered an order permitting the Company to disclose certain information not included in the redacted copy of the Complaint received by the Company, including the date the Complaint was filed, the decision of the DoJ to decline intervention in the case, and the principal parties involved in the case. The Complaint was filed on June 2, 2010, by relators Gerald M. Fisher and Donald C. Holmes. On December 8, 2011, the DoJ filed a Notice of Election to Decline Intervention in the case. As of August 29, 2012, Gerald M. Fisher was no longer a relator in or party to this case. On February 28, 2013, the U.S. District Court for the District of Columbia granted the defendants' motion to transfer venue, and the case was transferred to the U.S. District Court for the Southern District of Mississippi. The Company has filed a motion to dismiss the case and a motion to disqualify relator Holmes, and all other matters are stayed pending resolution of the motion to dismiss.

Based upon a review to date of the information available to the Company, the Company believes that it has substantive defenses to the allegations in the Complaint, that the claims as set forth in the Complaint evidence a fundamental lack of understanding of the terms and conditions in the Company's shipbuilding contracts, including the post-Katrina modifications to those contracts, and the manner in which the parties performed in connection with the contracts, and that the claims as set forth in the Complaint lack merit. The Company, therefore, believes that the claims as set forth in the Complaint will not result in a material effect on its consolidated financial position, results of operations or cash flows. The Company intends to defend the matter vigorously, but the Company cannot predict what new or revised claims might be asserted or what information might come to light and can, therefore, give no assurances regarding the ultimate outcome.

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 or treble 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 for a company or an operating division or subdivision. Any suspension or debarment would likely have a material effect on the Company because of its reliance on government contracts.

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In January 2013, the Company disclosed to the DoD, including the U.S. Navy, and the U.S. Department of Homeland Security, including the U.S. Coast Guard, pursuant to the FAR, that it had initiated an internal investigation regarding whether certain employees at Ingalls mischarged time or misstated progress on Navy and Coast Guard contracts. The Company conducted an internal investigation, led by external counsel, and has taken remedial actions, including the termination of employees in instances where the Company believed grounds for termination existed. The Company is providing information regarding its investigation to the relevant government agencies. The Company agreed with the U.S. Navy and U.S. Coast Guard that they would initially withhold $24 million in payments on existing contracts pending receipt of additional information from the Company's internal investigation. The U.S. Navy has reduced its portion of the withhold from $18.2 million to $4.7 million, while expressing its view that the gross amount of potential mischarging incurred by the Navy will likely not exceed $3.1 million. The U.S. Coast Guard informed the Company in June 2014 that it was provisionally reducing its withhold from $5.8 million to $3.6 million. Based on the results of its internal investigation, the Company estimates that the maximum amount of U.S. Navy and Coast Guard mischarging is approximately $4 million. The Company is in discussions with its U.S. Government customers regarding the potential release of an additional portion of the withheld funds, but it cannot predict whether these customers will agree to a lower withhold amount. Depending upon the U.S. Government's assessment of the matters under investigation, the Company could be subject to significant civil penalties, criminal fines, and suspension or debarment from U.S. Government contracting. Although the Company does not currently believe that this matter will have a material effect on its financial condition, results of operations or cash flows, the Company cannot predict what new information might come to light in the future and can therefore give no assurances regarding the ultimate outcome of this matter.

Asbestos Related Claims - HII and its predecessors-in-interest are defendants in a longstanding series of cases that have been and continue to be filed in various jurisdictions around the country, wherein former and current employees and various third parties allege exposure to asbestos containing materials while on or associated with HII premises or while working on vessels constructed or repaired by HII. The cases allege various injuries, including those associated with pleural plaque disease, asbestosis, cancer, mesothelioma and other alleged asbestos related conditions. In some cases, several of HII's former executive officers are also named as defendants. In some instances, partial or full insurance coverage is available to the Company for its liability and that of its former executive officers. Although the Company believes the ultimate resolution of these cases will not have a material effect on its consolidated financial position, results of operations or cash flows, it cannot predict what new or revised claims or litigation might be asserted or what information might come to light and can, therefore, give no assurances regarding the ultimate outcome of asbestos related litigation.

Other Litigation - The Company and its predecessor-in-interest have been in litigation with the Bolivarian Republic of Venezuela (the “Republic”) since 2002 over a contract for the repair, refurbishment and modernization at Ingalls of two foreign-built frigates. The case proceeded towards arbitration, then appeared to settle favorably, but the settlement was overturned in court and the matter returned to litigation. In March 2014, the Company filed an arbitral statement of claim asserting breaches of the contract and $173 million in damages plus substantial interest and litigation expenses. In July 2014, the Republic filed in the arbitration a statement of defense denying all the Company’s allegations and a counterclaim alleging late redelivery of the frigates, unfinished work and breach of warranty and asserting damages of $61 million plus interest. The arbitration is currently scheduled to go to final hearing in January 2015. No assurances can be provided regarding the ultimate outcome of this matter.

The Company is party to various claims and legal proceedings that arise in the ordinary course of business. Although the Company believes that the resolution of any of these various claims and legal proceedings will not have a material effect on its consolidated financial position, results of operations or cash flows, it cannot predict what new or revised claims or litigation might be asserted or what information might come to light and can, therefore, give no assurances regarding the ultimate outcome of these matters.

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15. COMMITMENTS AND CONTINGENCIES

Contract Performance Contingencies - Contract profit margins may include estimates of revenues not contractually agreed to between the customer and the Company for matters such as settlements in the process of negotiation, contract changes, claims and requests for equitable adjustment for previously unanticipated contract costs. These estimates are based upon management's best assessment of the underlying causal events and circumstances, and are included in determining contract profit margins to the extent of expected recovery based on contractual entitlements and the probability of successful negotiation with the customer. As of September 30, 2014, the recognized amounts related to claims and requests for equitable adjustment are not material individually or in aggregate.

Guarantees of Performance Obligations - From time to time in the ordinary course of business, HII may enter into joint ventures, teaming and other business arrangements to support the Company's products and services. The Company generally strives to limit its exposure under these arrangements to its investment in the arrangement, or to the extent of obligations under the applicable contract. In some cases, however, HII may be required to guarantee performance of the arrangement's obligations and, in such cases, generally obtains cross-indemnification from the other members of the arrangement. As of September 30, 2014, the Company was not aware of any existing event of default that would require HII to satisfy any of these guarantees.

Environmental Matters -The estimated cost to complete environmental remediation has been accrued where it is probable that the Company will incur such costs in the future to address environmental conditions at currently or formerly owned or leased operating facilities, or at sites where it has been named a Potentially Responsible Party ("PRP") by the Environmental Protection Agency, or similarly designated by another environmental agency, and the related costs can be estimated by management. These accruals do not include any litigation costs related to environmental matters, nor do they include amounts recorded as asset retirement obligations. To assess the potential impact on the Company's consolidated financial statements, management estimates the range of reasonably possible remediation costs that could be incurred by the Company, taking into account currently available facts on each site as well as the current state of technology and prior experience in remediating contaminated sites. These estimates are reviewed periodically and adjusted to reflect changes in facts and technical and legal circumstances. Management estimates that as of September 30, 2014, the probable future cost for environmental remediation is $2 million, which is accrued in other current liabilities. Factors that could result in changes to the Company's estimates include: modification of planned remedial actions, increases or decreases in the estimated time required to remediate, changes to the determination of legally responsible parties, discovery of more extensive contamination than anticipated, changes in laws and regulations affecting remediation requirements, and improvements in remediation technology. Should other PRPs not pay their allocable share of remediation costs, the Company may incur costs exceeding those already estimated and accrued. In addition, there are certain potential remediation sites where the costs of remediation cannot be reasonably estimated. Although management cannot predict whether new information gained as projects progress 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 standby letters of credit issued by commercial banks and surety bonds issued by insurance companies principally to support the Company's self-insured workers' compensation plans. As of September 30, 2014, the Company had $31 million in standby letters of credit issued but undrawn, as indicated in Note 13: Debt, and $358 million of surety bonds outstanding.

U.S. Government Claims - From time to time, the U.S. Government advises the Company of claims and penalties concerning certain potential disallowed costs. When such findings are presented, the Company and U.S. Government representatives engage in discussions to enable HII to evaluate the merits of these claims as well as to assess the amounts being claimed. The Company does not believe that the outcome of any such matters will have a material effect on its consolidated financial position, results of operations, or cash flows.

16. IMPACTS FROM HURRICANES

In August 2005, the Company's Ingalls operations were significantly impacted by Hurricane Katrina, and the Company's shipyards in Louisiana and Mississippi sustained significant windstorm damage from the hurricane. As a result of the storm, the Company incurred costs to replace or repair destroyed or damaged assets, suffered losses under its contracts, and incurred substantial costs to clean up and recover its operations. At the time of the storm, the Company had an insurance program that provided coverage for, among other things, property damage,

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business interruption impact on net profitability, and costs associated with clean-up and recovery. The Company recovered a portion of its Hurricane Katrina claim from certain of its participating program insurers in prior periods. In 2013, the Company resolved litigation against its remaining insurer, Factory Mutual Insurance Company ("FM Global"), arising out of a disagreement concerning the coverage of certain losses related to Hurricane Katrina. Under the settlement agreement with FM Global, in the third quarter of 2013 FM Global made a cash payment of $180 million to the Company and the Company agreed to release its claim against FM Global, resulting in a total recovery from the Company's insurers of $677.5 million for its Hurricane Katrina claim. The $180 million was recorded as an insurance recovery gain in operating income in the third quarter of 2013.

In February 2013, the Company submitted a certified claim requesting a final decision on the allowability and allocability of certain post-Katrina depreciation and other Katrina-related expenses and on the apportionment of insurance proceeds. In October 2013, the Company received a Contracting Officer's Final Decision ("COFD") disallowing certain post-Katrina depreciation costs and other Katrina-related expenses, as well as providing direction on the apportionment of Katrina-related insurance recoveries. Impacted by this decision, the Company’s accounting for hurricane insurance related matters resulted in a reduction in operating income of $116 million. The 2013 financial results reflect disallowances as indicated in the COFD.

For the year ended December 31, 2013, the Company’s accounting for hurricane related matters, including the insurance recovery gain of $180 million and the $116 million reduction in operating income related to its contracts with the U.S. Government, resulted in a net favorable impact to operating income of $64 million.

In October 2014, the Company executed a Memorandum of Understanding ("MOU") with the U.S. Navy and U.S. Coast Guard acknowledging the requirements set forth in the COFD. The MOU did not have a material impact on the Company's accounting for hurricane related matters.

In January 2011, the Company, through a predecessor-in-interest, filed suit in Superior Court in California against Aon Risk Insurance Services West, Inc. ("Aon"), which acted as broker to the predecessor-in-interest in connection with the policy with FM Global, seeking damages for breach of contract, professional negligence and negligent misrepresentation, as well as declaratory relief. Those damages include over $200 million in damages unrecovered from FM Global plus costs, legal fees and expenses incurred in the lawsuit against FM Global, as well as interest. In January 2014, the Company amended its complaint to allege fraud and seek punitive damages. No assurances can be provided as to the ultimate outcome of the matter. If, however, the claims are successful, the potential impact to the Company's consolidated financial position, results of operations and cash flows would be favorable.

17. EMPLOYEE PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company provides defined benefit pension and postretirement benefit plans and defined contribution pension benefit plans to eligible employees.

The cost of the Company's defined benefit plans and other postretirement plans for the three and nine months ended September 30, 2014 and 2013, was as follows:



	Three Months Ended September 30												Nine Months Ended September 30
	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
($ in millions)	2014			2013			2014			2013			2014			2013			2014			2013
Components of Net Periodic Benefit Cost
Service cost	$	34		$	37		$	4		$	5		$	102		$	110		$	10		$	16
Interest cost	61			54			8			8			184			161			23			26
Expected return on plan assets	(81		)	(72		)	—			—			(242		)	(216		)	—			—
Amortization of prior service cost (credit)	5			4			(7		)	(7		)	14			13			(20		)	(14		)
Amortization of net actuarial loss (gain)	10			29			—			4			30			88			—			12
Net periodic benefit cost	$	29		$	52		$	5		$	10		$	88		$	156		$	13		$	40

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The Company made the following contributions to its pension and other postretirement plans for the nine months ended September 30, 2014 and 2013:



	Nine Months Ended September 30
($ in millions)	2014		2013
Pension plans
Qualified minimum	$	—	$	—
Discretionary
Qualified	123		301
Non-qualified	2		3
Other benefit plans	24		26
Total contributions	$	149	$	330

As of September 30, 2014, the Company anticipates no further significant cash contributions to its qualified defined benefit pension plans in 2014.

In March 2013, the Company concluded negotiations on one of its collective bargaining agreements, which required an amendment to one of the Company's pension plans. As a result of the amendment, the remeasurement of the plan increased the pension liability and pre-tax accumulated other comprehensive loss by approximately $30 million.

In May 2013, the Company amended its postretirement benefit plan for salaried post-65 participants, which replaced a Company-sponsored indemnity plan with coverage offered through a third-party vendor and permanently capped the Company's contributions. As a result of the amendment, the remeasurement of the plan decreased the postretirement liability and pre-tax accumulated other comprehensive loss by approximately $177 million.

18. STOCK COMPENSATION PLANS

The following table summarizes the status of the Company's stock option awards as of September 30, 2014:



	Shares Under Option (in thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value ($ in millions)
Outstanding and exercisable at September 30, 2014	678	$	35.84	1.6	$	47

During the nine months ended September 30, 2014 and 2013, the Company issued new stock awards as follows:

Restricted Performance Stock Rights - For the nine months ended September 30, 2014, the Company granted approximately 0.2 million RPSRs at a weighted average share price of $98.09. These rights are subject to cliff vesting on December 31, 2016. For the nine months ended September 30, 2013, the Company granted approximately 0.4 million RPSRs at a weighted average share price of $45.54. These rights are subject to cliff vesting on December 31, 2015. The RPSRs are subject to the achievement of performance-based targets at the end of the respective vesting periods. Based upon the Company's results measured against such targets, between 0% and 200% of the original stated grants are expected to ultimately vest.

For the nine months ended September 30, 2014, 1.5 million stock awards vested, of which approximately 0.6 million were transferred to the Company from employees in satisfaction of minimum tax withholding obligations.

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The following table summarizes the status of the Company's outstanding stock awards as of September 30, 2014:



	Stock Awards (in thousands)	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term (in years)
Total stock awards	1,313	$	51.02	0.9

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 for the three months ended September 30, 2014 and 2013, of $11 million and $9 million, respectively. The Company recorded stock-based compensation for the value of awards granted to Company employees and non-employee members of the board of directors for the nine months ended September 30, 2014 and 2013, of $22 million and $28 million, respectively.

The Company recognized tax benefits for stock-based compensation in the unaudited condensed consolidated statements of operations for the three months ended September 30, 2014 and 2013, of $4 million and $4 million, respectively. Tax benefits for stock-based compensation recognized for the nine months ended September 30, 2014 and 2013, was $8 million and $11 million, respectively.

Unrecognized Compensation Expense

As of September 30, 2014, the Company had $1 million of unrecognized compensation expense associated with the RSRs granted in 2014, which will be recognized over a period of 2.7 years, and $28 million of unrecognized expense associated with the RPSRs granted in 2014, 2013, and 2012, which will be recognized over a weighted average period of 1.0 year.

19. SUBSIDIARY GUARANTORS

Performance of the Company's obligations under the senior notes, including any repurchase obligations resulting from a change of control, is fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by each of HII's existing and future domestic restricted subsidiaries that guarantees debt under the Credit Facility (the "Subsidiary Guarantors"). See Note 13: Debt. The guarantees rank equally with all other unsecured and unsubordinated indebtedness of the Subsidiary Guarantors and are subject to customary release provisions contingent on changes in ownership and restricted status. The Subsidiary Guarantors are each directly or indirectly 100% owned by HII.

Set forth below are the unaudited condensed consolidating statements of operations and comprehensive income for the three and nine months ended September 30, 2014 and 2013, unaudited condensed consolidating statements of financial position as of September 30, 2014, and December 31, 2013, and the unaudited condensed consolidating statements of cash flows for the nine months ended September 30, 2014 and 2013, for HII, its aggregated subsidiary guarantors and its aggregated non-guarantor subsidiaries. The Subsidiary Guarantors' net cash funding with HII has been corrected from its previous classification as net cash provided by (used in) financing activities to net cash provided by (used in) investing activities in the prior year unaudited condensed consolidating statements of cash flows.

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CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME



	Three Months Ended September 30, 2014
($ in millions)	Huntington Ingalls Industries, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Sales and service revenues
Product sales	$	—		$	1,385		$	—	$	—		$	1,385
Service revenues	—			311			26		(5		)	332
Total sales and service revenues	—			1,696			26		(5		)	1,717
Cost of sales and service revenues
Cost of product sales	—			1,086			—		—			1,086
Cost of service revenues	—			262			21		(5		)	278
Income (loss) from operating investments, net	—			7			—		—			7
General and administrative expenses	—			187			2		—			189
Operating income (loss)	—			168			3		—			171
Interest expense	(26		)	(1		)	—		—			(27		)
Equity in earnings (loss) of subsidiaries	113			—			—		(113		)	—
Earnings (loss) before income taxes	87			167			3		(113		)	144
Federal income taxes	(9		)	57			—		—			48
Net earnings (loss)	$	96		$	110		$	3	$	(113	)	$	96
Other comprehensive income (loss), net of tax	3			3			—		(3		)	3
Comprehensive income (loss)	$	99		$	113		$	3	$	(116	)	$	99



	Three Months Ended September 30, 2013
($ in millions)	Huntington Ingalls Industries, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Sales and service revenues
Product sales	$	—		$	1,394		$	—	$	—		$	1,394
Service revenues	—			243			6		(6		)	243
Total sales and service revenues	—			1,637			6		(6		)	1,637
Cost of sales and service revenues
Cost of product sales	—			1,123			—		—			1,123
Cost of service revenues	—			210			6		(6		)	210
Income (loss) from operating investments, net	—			9			—		—			9
General and administrative expenses	—			186			—		—			186
Operating income (loss)	—			127			—		—			127
Interest expense	(26		)	(2		)	—		—			(28		)
Equity in earnings (loss) of subsidiaries	87			—			—		(87		)	—
Earnings (loss) before income taxes	61			125			—		(87		)	99
Federal income taxes	(8		)	38			—		—			30
Net earnings (loss)	$	69		$	87		$	—	$	(87	)	$	69
Other comprehensive income (loss), net of tax	18			18			—		(18		)	18
Comprehensive income (loss)	$	87		$	105		$	—	$	(105	)	$	87

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CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME



	Nine Months Ended September 30, 2014
($ in millions)	Huntington Ingalls Industries, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Sales and service revenues
Product sales	$	—		$	4,150		$	—	$	—		$	4,150
Service revenues	—			854			41		(15		)	880
Total sales and service revenues	—			5,004			41		(15		)	5,030
Cost of sales and service revenues
Cost of product sales	—			3,277			—		—			3,277
Cost of service revenues	—			723			35		(15		)	743
Income (loss) from operating investments, net	—			10			—		—			10
General and administrative expenses	—			507			2		—			509
Operating income (loss)	—			507			4		—			511
Interest expense	(78		)	(5		)	—		—			(83		)
Equity in earnings (loss) of subsidiaries	338			—			—		(338		)	—
Earnings (loss) before income taxes	260			502			4		(338		)	428
Federal income taxes	(26		)	168			—		—			142
Net earnings (loss)	$	286		$	334		$	4	$	(338	)	$	286
Other comprehensive income (loss), net of tax	15			15			—		(15		)	15
Comprehensive income (loss)	$	301		$	349		$	4	$	(353	)	$	301



	Nine Months Ended September 30, 2013
($ in millions)	Huntington Ingalls Industries, Inc.		Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Sales and service revenues
Product sales	$	—	$	4,138	$	—	$	—		$	4,138
Service revenues	—		744		17		(17		)	744
Total sales and service revenues	—		4,882