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November 3, 2022 Newswires
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HUNTINGTON INGALLS INDUSTRIES, INC. – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations

Edgar Glimpses

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 segment in
Mississippi and Newport News segment in Virginia have built more ships in more
ship classes than any other U.S. naval shipbuilder. Our Mission Technologies
(formerly named Technical Solutions) segment provides a range of services and
products to government and commercial customers. Headquartered in Newport News,
Virginia, HII employs approximately 43,000 people domestically and
internationally.
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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 Annual Report on Form 10-K for the year ended December 31,
2021
.


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 increasing inflation, among other impacts.


U.S. Government Contracts - Long-term uncertainty exists with respect to overall
levels of defense spending across the future years' defense plan, and it is
likely that U.S. Government discretionary spending levels will continue to be
subject to significant pressure.

Congressional consideration of the fiscal year 2023 President's Budget Request
began following its release in March 2022, and appropriations for the Federal
government have yet to be finalized. Consequently, the U.S. Government is
currently operating under a Continuing Resolution ("CR") that funds government
operations through December 16, 2022. The House Appropriations Committee voted
out a defense appropriations measure earlier this year, and the Senate
Appropriations Committee released the text of its defense appropriations
measure, but a traditional markup process remains uncertain. The House and
Senate Armed Services Committees have acted on their respective National Defense
Authorization bills for fiscal year 2023, both of which broadly support our
shipbuilding programs. The full House has approved its authorization bill and
awaits Senate floor consideration of its version before the two bills are
reconciled to produce a final measure. It remains uncertain at this point
whether fiscal year 2023 government operations will require additional
short-term funding or, alternatively, annual appropriations measures will be
finalized by the expiration of the CR. Appropriations measures must be passed by
Congress and enacted by the President, and we cannot predict the outcome of the
fiscal year 2023 budget process.

Long-term funding for certain programs in which we participate may be reduced,
delayed, or canceled. In addition, spending cuts and/or reprioritization of
defense investment could adversely affect the viability of our suppliers,
subcontractors, and employee base. Our contracts or subcontracts under programs
in which we participate may be terminated or adjusted by the U.S. Government or
the prime contractor due to lack of government funding or reductions or delays
in government funding. Significant reductions in the number of ships procured by
the U.S. Navy or significant delays in funding our ship programs would have a
material effect on our financial position, results of operations, and cash
flows.

The federal budget environment remains a significant long-term risk.
Considerable uncertainty exists regarding how future budget and program
decisions will develop and what challenges budget changes will present for the
defense industry. We believe continued budget pressures could have serious
implications for defense discretionary spending, the defense industrial base,
including HII, and the customers, employees, suppliers, subcontractors,
investors, and communities that rely on companies in the defense industrial
base. Although it is difficult to determine specific impacts, we expect that
over the longer term, the budget environment may result in fewer contract awards
and lower revenues, profits, and cash flows from our U.S. Government contracts.
It is likely budget and program decisions made in this environment will have
long-term impacts on HII and the entire defense industry.

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
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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 the COVID-19 pandemic.

In February 2022, Russian forces invaded Ukraine. In response, the United States
and other countries imposed economic and trade sanctions, export controls, and
other restrictions. The conflict and these sanctions have caused disruptions to
global economies and global business, including heightened cybersecurity risks,
supply chain challenges, higher energy costs, and an exacerbation of existing
inflationary pressures. Additionally, and more broadly, tensions with China and
changes in international trade policies, including higher tariffs on imported
goods and materials and renegotiation of free trade agreements, could impact the
global market for defense products, services, and solutions.

In addition to price surges in energy, food, and aluminum, rising inflation has
led to higher costs of various commodities and supplier products. Inflation has
also resulted in rising interest rates, raising the cost of borrowing for the
federal government, which could impact other spending priorities. In an era of
unanticipated cost increases, the inclusion of mitigation mechanisms, such as
Economic Price Adjustment clauses, in our contracts help reduce risks from
negative price adjustments. Our bids for longer-term firm fixed-price contracts
typically include assumptions for labor and other contract costs that
historically have been sufficient to cover cost increases over the period of
performance. If, however, recent inflationary conditions continue over the
long-term, our cost assumptions may not be sufficient to cover potential
contract cost growth or may impact the availability of resources to execute the
respective contracts. Management is closely monitoring possible cost impacts
with our customers.

The macro labor market continues to present significant challenges, and those
challenges are continuing to impact our operations and our financial
performance. We are aggressively responding to the labor market challenges,
including utilizing outside leased labor and overtime to mitigate the short-term
deficit of employees and implementing aggressive hiring and retention programs.
Labor shortages are also impacting our supply chain, resulting in longer lead
times for materials and inflationary pressure. Our longer term ability to meet
contract requirements, as well as our financial performance, are dependent on
our ability to attract and retain a stable skilled workforce.

The Inflation Reduction Act of 2022 was signed into law during the third quarter
of 2022 and included, among other things, provisions for an alternative minimum
tax and a one percent excise tax on share repurchases. We anticipate being
subject to the excise tax beginning in 2023 and continue to evaluate other
provisions of the Act for their impact on our business.

COVID-19 Pandemic - The COVID-19 pandemic has dramatically impacted the global
economic environment, including labor shortages and supply chain challenges. The
COVID-19 crisis initially had a significant impact on the U.S. labor market, and
the resulting challenges and uncertainty have exacerbated already existing
workforce trends. Talent attraction and retention and the ability to maintain a
qualified workforce affects not only industry prime contractors but suppliers as
well. Challenges incurred by our suppliers relative to their workforces, access
to necessary components, materials, and other supplies at reasonable prices, and
access to support services, such as shipping and transportation, may impact the
ability of suppliers to provide agreed-upon goods and services in a timely,
compliant, and cost-effective manner. We may in the future incur additional
costs and performance challenges, including as a result of higher prices,
schedule delays, or the need to identify and develop alternative suppliers.

The COVID-19 pandemic has impacted our employees, customers, suppliers, and
communities (collectively, "COVID-19 Events"). While costs related to COVID-19
Events are allowable under U.S. Government contracts, our contract financial
estimates reflect profit margin impact uncertainty, because such costs may not
result in equitable adjustments, particularly on firm fixed-price and
fixed-price incentive contracts, or may not be adequately covered by insurance.
Reinsurers under our property insurance have failed to acknowledge coverage for
various losses related to COVID-19, and we filed a complaint in state court in
Vermont seeking a judgment declaring that our business interruption and other
losses associated with COVID-19 are covered by our property insurance program.
We also initiated arbitration proceedings against other reinsurers seeking
similar relief. The Vermont court dismissed our complaint, and we appealed the
decision to the Vermont Supreme Court. That court reversed and remanded the
lower court's decision in September 2022, allowing our claim to proceed. No
assurance can be provided regarding the ultimate resolution of this matter. See
Note 11: Investigations, Claims, and Litigation.

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Critical Accounting Policies, Estimates, and Judgments

As discussed in our Annual Report on Form 10-K for the year ended December 31,
2021, 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 September 30, 2022, there had been no material changes to the foregoing
critical accounting policies, estimates, and judgments since December 31, 2021.


We have incorporated realized and estimated future effects of COVID-19 Events,
based upon current conditions and our judgment of the future impacts of COVID-19
Events, with respect to contract costs and revenue recognition, effective income
tax rates, and the fair values of our long-lived assets, financial instruments,
intangible assets, and goodwill recorded at our reporting units.

Contracts


We generate most of our revenues from multi-year contracts with the U.S.
Government for design, production, and support activities. Due to the size,
duration, and nature of many of our multi-year contracts, the estimation of
sales and services revenues and costs through completion is complicated and
subject to many variables. Sales and service revenue estimates are based on
negotiated contract prices, modified by our assumptions regarding contract
options, change orders, incentive and award provisions associated with schedule,
technical performance, and price adjustment clauses (such as inflation or
index-based clauses). These multi-year contracts generally have a transaction
price that is based on estimated cost to produce the product or service plus
margin. Product and service cost estimates are based on negotiated or estimated
contract terms, historical performance trends, and other economic projections.
Government contracts typically include the following cost elements: direct
material, labor and subcontracting costs, and certain indirect costs, including
allowable general and administrative expenses. Factors that influence our cost
estimates include inflationary trends, technical and schedule risk, internal and
subcontractor performance trends, business volume assumptions, COVID-19
disruptions, and capital costs.

Unless otherwise specified in a contract, costs billed to contracts with the
U.S. Government are treated as allowable and allocable costs under the FAR and
CAS regulations. Examples of costs incurred by us that are not allowable under
the FAR and CAS regulations include certain legal costs, lobbying costs,
charitable donations, interest expense, organizational costs, including certain
merger and acquisition costs, and advertising costs.

Contract Fees - Negotiated contract fee structures include: fixed fee amounts,
cost sharing arrangements to reward or penalize contractors for under- or
over-cost target performance, respectively, positive award fees, and negative
penalty arrangements. Profit margins may vary materially depending on the
negotiated contract fee arrangements, percentage-of-completion of the contract,
the achievement of performance objectives, and the stage of performance at which
the right to receive fees, particularly under incentive and award fee contracts,
is finally determined.

Award Fees - Certain contracts contain award fees based on performance criteria
such as cost, schedule, quality, and technical performance. Award fees are
determined and earned based on an evaluation by the customer of our performance
against such negotiated criteria. We consider award fees to be variable
consideration and generally include these fees in the transaction price using a
most likely amount approach. Award fees are limited to the extent of funding
allotted by the customer and available for performance and those amounts for
which a significant reversal of revenue is not probable.

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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

The following table presents selected financial highlights:

                                               Three Months Ended                                                               Nine Months Ended
                                                  September 30                             2022 vs. 2021                           September 30                           2022 vs. 2021
($ in millions)                               2022                2021              Dollars              Percent              2022               2021              Dollars              Percent
Sales and service revenues              $    2,626             $ 2,338          $        288                  12  %       $    7,864          $ 6,847          $      1,017                  15  %
Cost of product sales and service
revenues                                     2,264               2,007                   257                  13  %            6,763            5,852                   911                  16  %
Income from operating
investments, net                                13                  11                     2                  18  %               47               31                    16                  52  %
Other income and gains, net                      -                   2                    (2)               (100) %                -                3                    (3)               (100) %
General and administrative
expenses                                       244                 226                    18                   8  %              688              636                    52                   8  %

Operating income                               131                 118                    13                  11  %              460              393                    67                  17  %
Other income (expense)
Interest expense                               (27)                (24)                   (3)                (13) %              (79)             (63)                  (16)                (25) %
Non-operating retirement benefit                71                  45                    26                  58  %              209              135                    74                  55  %
Other, net                                     (13)                  2                   (15)               (750) %              (30)              10                   (40)               (400) %
Federal and foreign income taxes                24                  (6)                   30                 500  %              104               51                    53                 104  %
Net earnings                            $      138             $   147          $         (9)                 (6) %       $      456          $   424          $         32                   8  %


Operating Performance Assessment and Reporting


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.

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.

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Sales and Service Revenues

Sales and service revenues were comprised as follows:

                                       Three Months Ended                                                               Nine Months Ended
                                          September 30                             2022 vs. 2021                           September 30                           2022 vs. 2021
($ in millions)                       2022                2021              Dollars              Percent              2022               2021              Dollars              Percent
Product sales                   $    1,774             $ 1,701          $         73                   4  %       $    5,327          $ 5,185          $        142                   3  %
Service revenues                       852                 637                   215                  34  %            2,537            1,662                   875                  53  %
Sales and service
revenues                        $    2,626             $ 2,338          $        288                  12  %       $    7,864          $ 6,847          $      1,017                  15  %



Product sales for the three months ended September 30, 2022, increased $73
million, or 4%, from the same period in 2021. Product sales for the nine months
ended September 30, 2022, increased $142 million, or 3%, from the same period in
2021. Ingalls product sales decreased $9 million for the three months ended
September 30, 2022, primarily driven by lower volumes in the Legend class
National Security Cutter ("NSC") program and amphibious assault ships, partially
offset by higher volumes in surface combatants. Ingalls product sales decreased
$48 million for the nine months ended September 30, 2022, primarily as a result
of lower volumes in surface combatants and the Legend class NSC program,
partially offset by higher volumes in amphibious assault ships. Newport News
product sales increased $97 million for the three months ended September 30,
2022, primarily as a result of higher volumes in submarines and aircraft
carriers. Newport News product sales increased $196 million for the nine months
ended September 30, 2022, primarily as a result of higher volumes in aircraft
carriers and submarines. Mission Technologies product sales decreased $15
million for the three months ended September 30, 2022, primarily as a result of
lower volumes in Unmanned Systems, partially offset by higher volumes in Fleet
Sustainment. Mission Technologies product sales decreased $6 million for the
nine months ended September 30, 2022, primarily as a result of lower volumes in
Unmanned Systems, partially offset by higher volumes in Defense and Federal
Solutions ("DFS") and Fleet Sustainment.

Service revenues for the three months ended September 30, 2022, increased $215
million, or 34%, compared with the same period in 2021. Service revenues for the
nine months ended September 30, 2022, increased $875 million, or 53%, compared
with the same period in 2021. Ingalls service revenues increased $3 million for
the three months ended September 30, 2022, primarily as a result of higher
volumes in surface combatant services. Ingalls service revenues increased $15
million for the nine months ended September 30, 2022, primarily as a result of
higher volumes in amphibious assault ship services, partially offset by lower
volumes in surface combatant services. Newport News service revenues decreased
$4 million for the three months ended September 30, 2022, primarily as a result
of lower volumes in submarine services, partially offset by higher volumes in
naval nuclear support services. Newport News service revenues decreased $47
million for the nine months ended September 30, 2022, primarily as a result of
lower volumes in submarine and aircraft carrier services, partially offset by
higher volumes in naval nuclear support services. Mission Technologies service
revenues increased $216 million and $907 million for the three and nine months
ended September 30, 2022, respectively, primarily as a result of higher volumes
in DFS services due to the acquisition of Alion in the third quarter of 2021.

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Cost of Sales and Service Revenues

Cost of product sales, cost of service revenues, income from operating
investments, net, and general and administrative expenses were as follows:

                                           Three Months Ended                                                            Nine Months Ended
                                              September 30                           2022 vs. 2021                          September 30                          2022 vs. 2021
($ in millions)                           2022              2021              Dollars              Percent             2022              2021              Dollars              Percent
Cost of product sales                 $   1,517          $ 1,453          $         64                   4  %       $  4,511          $ 4,402          $        109                   2  %
% of product sales                         85.5  %          85.4  %                                                     84.7  %          84.9  %
Cost of service revenues                    747              554                   193                  35  %          2,252            1,450                   802                  55  %
% of service revenues                      87.7  %          87.0  %                                                     88.8  %          87.2  %
Income from operating
investments, net                             13               11                     2                  18  %             47               31                    16                  52  %
Other income and gains, net                   -                2                    (2)               (100) %              -                3                    (3)               (100) %
General and administrative
expenses                                    244              226                    18                   8  %            688              636                    52                   8  %
% of sales and service revenues             9.3  %           9.7  %                                                      8.7  %           9.3  %

Cost of sales and service
revenues                              $   2,495          $ 2,220          $        275                  12  %       $  7,404          $ 6,454          $        950                  15  %



Cost of Product Sales

Cost of product sales for the three months ended September 30, 2022, increased
$64 million, or 4%, compared with the same period in 2021. Cost of product sales
for the nine months ended September 30, 2022, increased $109 million, or 2%,
compared with the same period in 2021. Ingalls cost of product sales increased
$8 million for the three months ended September 30, 2022, primarily as a result
of lower risk retirement on Arleigh Burke class (DDG 51) destroyers, partially
offset by volume decreases described above. Ingalls cost of product sales
decreased $30 million for the nine months ended September 30, 2022, primarily as
a result of volume decreases described above, partially offset by higher risk
retirement on Harrisburg (LPD 30). Newport News cost of product sales increased
$70 million and $146 million for the three and nine months ended September 30,
2022, respectively, primarily as a result of volume increases described above.
Mission Technologies cost of product sales decreased $11 million for the three
months ended September 30, 2022, driven by volume changes described above.
Mission Technologies cost of product sales remained flat for the nine months
ended September 30, 2022. Cost of product sales related to the Operating FAS/CAS
Adjustment decreased $3 million and $7 million for the three and nine months
ended September 30, 2022, respectively, as described below.

Cost of product sales as a percentage of product sales increased from 85.4% for
the three months ended September 30, 2021, to 85.5% for the three months ended
September 30, 2022. The increase was primarily due to lower risk retirement on
the Virginia class (SSN 774) submarine program, higher amortization of purchased
intangible assets in 2022 due to the Alion acquisition, and lower risk
retirement on Ted Stevens (DDG 128) and Delbert D. Black (DDG 119), partially
offset by contract incentives on the Columbia class (SSBN 826) submarine
program, higher risk retirement on USS Portland (LPD 27), as well as a favorable
change in the Operating FAS/CAS Adjustment. Cost of product sales as a
percentage of product sales decreased from 84.9% for the nine months ended
September 30, 2021, to 84.7% for the nine months ended September 30, 2022. The
decrease was primarily due to favorable changes in contract estimates from
facilities capital and price adjustment clauses, contract incentives on the
Columbia class (SSBN 826) submarine program, higher risk retirement on
Harrisburg (LPD 30) and USS Fort Lauderdale (LPD 28) following its delivery, as
well as a favorable change in the Operating FAS/CAS Adjustment, partially offset
by lower risk retirement on the Virginia class (SSN 774) submarine program, and
receipt of a contract incentive on USS Jack H. Lucas (DDG 125) in 2021.

Cost of Service Revenues


Cost of service revenues for the three months ended September 30, 2022,
increased $193 million, or 35%, compared with the same period in 2021. Cost of
service revenues for the nine months ended September 30, 2022, increased $802
million, or 55%, compared with the same period in 2021. Ingalls cost of service
revenues increased $6 million and $18 million for the three and nine months
ended September 30, 2022, respectively, primarily as a result of higher volumes
described above. Newport News cost of service revenues decreased $8 million and
$58
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million for the three and nine months ended September 30, 2022, respectively,
primarily as a result of lower volumes described above. Mission Technologies
cost of service revenues increased $197 million and $845 million for the three
and nine months ended September 30, 2022, respectively, primarily as a result of
higher volumes described above. Cost of service revenues related to the
Operating FAS/CAS Adjustment decreased $2 million and $3 million for the three
and nine months ended September 30, 2022, respectively, as described below.

Cost of service revenues as a percentage of service revenues increased from
87.0% for the three months ended September 30, 2021, to 87.7% for the three
months ended September 30, 2022. The increase was primarily driven by higher
amortization of purchased intangible assets in 2022 due to the Alion acquisition
and year-to-year variances in contract mix, partially offset by improved
performance in DFS services due to the acquisition of Alion in the third quarter
of 2021, as well as a favorable change in the Operating FAS/CAS Adjustment. Cost
of service revenues as a percentage of service revenues increased from 87.2% for
the nine months ended September 30, 2021, to 88.8% for the nine months ended
September 30, 2022. The increase was primarily driven by higher amortization of
purchased intangible assets in 2022 due to the Alion acquisition and
year-to-year variances in contract mix, partially offset by improved performance
in DFS services due to the acquisition of Alion in the third quarter of 2021, as
well as a favorable change in the Operating FAS/CAS Adjustment.

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.


Income from operating investments, net for the three and nine months ended
September 30, 2022, increased $2 million and $16 million, respectively, from the
same periods in 2021, primarily due to higher equity income from our investment
in an unconsolidated ship repair and specialty fabrication joint venture and
from our nuclear and environmental joint ventures.

Other Income and Gains, Net


Other income and gains, net for the three months ended September 30, 2022, was
$2 million less than the same period in 2021, primarily due to a gain recognized
in the third quarter of 2021 as a result of a favorable claim resolution. Other
income and gains, net for the nine months ended September 30, 2022, was $3
million less than the prior year period, primarily due to gains recognized as a
result of a favorable claim resolution and the sale of our oil and gas business
in 2021.

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 and nine months ended
September 30, 2022, increased $18 million and $52 million, respectively, from
the same periods in 2021, primarily due to higher overhead costs as a result of
the acquisition of Alion in the third quarter of 2021 and current state income
tax expense, partially offset by favorable changes in non-current state income
taxes.

Operating Income

We consider operating income to be 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
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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.

The following table reconciles operating income to segment operating income:
                                          Three Months Ended                                                          Nine Months Ended
                                             September 30                         2022 vs. 2021                         September 30                         2022 vs. 2021
($ in millions)                          2022              2021            Dollars              Percent              2022             2021            Dollars              Percent
Operating income                     $      131          $ 118          $        13                  11  %       $     460          $ 393          $        67                  17  %
Operating FAS/CAS Adjustment                 36             41                   (5)                (12) %             108            118                  (10)                 (8) %
Non-current state income taxes               (1)             4                   (5)               (125) %              (1)            12                  (13)               (108) %
Segment operating income             $      166          $ 163          $         3                   2  %       $     567          $ 523          $        44                   8  %


Segment Operating Income


Segment operating income for the three months ended September 30, 2022, was $166
million, compared with segment operating income of $163 million for the same
period in 2021. The increase was primarily due to contract incentives on the
Columbia class (SSBN 826) submarine program, improved performance in DFS
services due to the acquisition of Alion in the third quarter of 2021, higher
equity income, and higher risk retirement on the USS Portland (LPD 27),
partially offset by lower risk retirement on the Virginia class (SSN 774)
submarine program, higher amortization of purchased intangible assets in 2022
due to the Alion acquisition, and lower risk retirement on Ted Stevens (DDG 128)
and Delbert D. Black (DDG 119).

Segment operating income for the nine months ended September 30, 2022, was $567
million, compared with segment operating income of $523 million for the same
period in 2021. The increase was primarily due to favorable changes in contract
estimates from facilities capital and price adjustment clauses, contract
incentives on the Columbia class (SSBN 826) submarine program, higher risk
retirement on Harrisburg (LPD 30) and USS Fort Lauderdale (LPD 28), improved
performance in DFS services due to the acquisition of Alion in the third quarter
of 2021, and higher equity income, partially offset by higher amortization of
purchased intangible assets in 2022 due to the Alion acquisition, lower risk
retirement on the Virginia class (SSN 774) submarine program, and receipt of a
contract incentive on USS Jack H. Lucas (DDG 125) in 2021.

Activity within each segment is discussed in Segment Operating Results below.

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 GAAP ("FAS") and the
expenses for these items included in segment operating income in accordance with
U.S. 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                                                             Nine Months Ended
                                               September 30                         2022 vs. 2021                            September 30                            2022 vs. 2021
($ in millions)                            2022              2021            Dollars              Percent                2022                2021      
      Dollars              Percent
FAS benefit (expense)                  $       24          $  (7)         $        31                 443  %       $       67              $  (21)         $        88                 419  %
CAS cost                                       11             11                    -                   -  %               34                  38                   (4)                (11) %
FAS/CAS Adjustment                             35              4                   31                 775  %              101                  17                   84                 494  %
Non-operating retirement benefit              (71)           (45)                 (26)                (58) %             (209)               (135)                 (74)                (55) %
Operating FAS/CAS Adjustment           $      (36)         $ (41)         $         5                  12  %       $     (108)             $ (118)         $        10                   8  %


The Operating FAS/CAS Adjustment was a net expense of $36 million and $41
million
for the three months ended September 30, 2022 and 2021, respectively.
The Operating FAS/CAS Adjustment was a net expense of $108 million

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and $118 million for the nine months ended September 30, 2022 and 2021,
respectively. The favorable changes in the Operating FAS/CAS Adjustment of $5
million and $10 million for the three and nine months ended September 30, 2022,
respectively, were 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 September 30,
2022, was $1 million, compared to non-current state income tax expense of $4
million for the same period in 2021. The favorable change in non-current state
income taxes was driven by a decrease in deferred state income tax expense,
primarily attributable to an increase in expenses that are not currently
deductible for income tax purposes. Non-current state income tax benefit for the
nine months ended September 30, 2022, was $1 million, compared to non-current
state income tax expense of $12 million for the same period in 2021. The
favorable change in non-current state income taxes was driven by a decrease in
deferred state income tax expense, primarily attributable to an increase in
expenses that are not currently deductible for income tax purposes.

Interest Expense

Interest expense for the three and nine months ended September 30, 2022,
increased $3 million and $16 million, respectively, compared with the same
periods in 2021, primarily due to the issuance of senior notes and borrowing
under the Term Loan in the third quarter of 2021.

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 and nine months ended
September 30, 2022, the favorable change in the non-operating retirement benefit
of $26 million and $74 million was primarily driven by higher 2021 returns on
plan assets.

Other, Net

Other, net expense increased $15 million and $40 million for the three and nine
months ended September 30, 2022, respectively, compared with the same periods in
2021, primarily driven by realized and unrealized net losses in investments.

Federal and Foreign Income Taxes


Our effective income tax rates on earnings from operations for the three months
ended September 30, 2022 and 2021, were 14.8% and (4.3)%, respectively. Our
effective income tax rates on earnings from operations for the nine months ended
September 30, 2022 and 2021, were 18.6% and 10.7%, respectively. The higher
effective tax rates for the three and nine months ended September 30, 2022, were
primarily attributable to research and development tax credits for prior periods
recorded in 2021.

For each of the three and nine months ended September 30, 2022 and 2021, our
effective tax rates differed from the federal statutory corporate income tax
rate primarily as a result of research and development tax credits for prior
periods. See Note 10: Income Taxes.

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SEGMENT OPERATING RESULTS

Basis of Presentation

We are aligned into three reportable segments: Ingalls, Newport News, and
Mission Technologies.

The following table presents segment operating results:

                                           Three Months Ended                                                               Nine Months Ended
                                              September 30                             2022 vs. 2021                           September 30                           2022 vs. 2021
($ in millions)                           2022                2021         
    Dollars              Percent              2022               2021      
       Dollars              Percent
Sales and Service Revenues
Ingalls                             $      623             $   628          $         (5)                 (1) %       $    1,912          $ 1,947          $        (35)                 (2) %
Newport News                             1,445               1,354                    91                   7  %            4,268            4,124                   144                   3  %
Mission Technologies                       595                 394                   201                  51  %            1,785              890                   895                 101  %
Intersegment eliminations                  (37)                (38)                    1                   3  %             (101)            (114)                   13                  11  %
Sales and service revenues          $    2,626             $ 2,338          $        288                  12  %       $    7,864          $ 6,847          $      1,017                  15  %
Operating Income
Ingalls                             $       50             $    62          $        (12)                (19) %       $      242          $   233          $          9                   4  %
Newport News                               102                  88                    14                  16  %              277              257                    20                   8  %
Mission Technologies                        14                  13                     1                   8  %               48               33                    15                  45  %
Segment operating income                   166                 163                     3                   2  %              567              523                    44                   8  %
Non-segment factors affecting
operating income
Operating FAS/CAS Adjustment               (36)                (41)                    5                  12  %             (108)            (118)                   10                   8  %
Non-current state income
taxes                                        1                  (4)                    5                 125  %                1              (12)                   13                 108  %
Operating income                    $      131             $   118          $         13                  11  %       $      460          $   393          $         67                  17  %


KEY SEGMENT FINANCIAL MEASURES

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.

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.

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Cumulative Adjustments

For the three and nine months ended September 30, 2022 and 2021, favorable and
unfavorable cumulative catch-up margin adjustments were as follows:

                                          Three Months Ended                 Nine Months Ended
                                             September 30                      September 30
($ in millions)                             2022              2021            2022            2021
Gross favorable adjustments        $       84                $ 51      $     297             $ 199
Gross unfavorable adjustments             (57)                (30)          (157)              (93)
Net adjustments                    $       27                $ 21      $     140             $ 106



For the three months ended September 30, 2022, favorable cumulative catch-up
margin adjustments were related to contract incentives on the Columbia class
(SSBN 826) submarine program. During the same period, the unfavorable cumulative
catch-up margin adjustments were related to lower risk retirement on the
Virginia class (SSN 774) submarine program.

For the nine months ended September 30, 2022, favorable cumulative catch-up
margin adjustments were related to contract incentives on the Columbia class
(SSBN 826) submarine program and higher risk retirement on USS Fort Lauderdale
(LPD 28), Bougainville (LHA 8), and Harrisburg (LPD 30). During the same period,
the unfavorable cumulative catch-up margin adjustments were related to lower
risk retirement on the RCOH of USS George Washington (CVN 73).

For the three months ended September 30, 2021, no favorable or unfavorable
cumulative catch-up margin adjustments were individually significant.


For the nine months ended September 30, 2021, favorable cumulative catch-up
margin adjustments included risk retirement on Bougainville (LHA 8), a contract
incentive on USS Jack H. Lucas (DDG 125), and risk retirement on USS Fort
Lauderdale (LPD 28). During the same period, no unfavorable cumulative catch-up
margin adjustments were individually significant.

Ingalls
                                         Three Months Ended                                                              Nine Months Ended
                                            September 30                             2022 vs. 2021                          September 30                          2022 vs. 2021
($ in millions)                       2022                  2021             Dollars              Percent              2022              2021              Dollars              Percent
Sales and service revenues        $    623                $  628          $        (5)                  (1) %       $  1,912          $ 1,947          $        (35)                 (2) %
Segment operating income                50                    62                  (12)                 (19) %            242              233                     9                   4  %
As a percentage of segment
sales                                  8.0   %               9.9  %                                                     12.7  %          12.0  %



Sales and Service Revenues

Ingalls revenues for the three months ended September 30, 2022, decreased $5
million, or 1%, from the same period in 2021, primarily driven by lower revenues
in the Legend class NSC program and amphibious assault ships, partially offset
by higher revenues in surface combatants. Revenues on the Legend class NSC
program decreased due to lower volumes on Friedman (NSC 11) and Calhoun (NSC
10). Revenues on amphibious assault ships decreased due to lower volumes on USS
Fort Lauderdale (LPD 28), partially offset by higher volumes on LHA 9 (unnamed).
Revenues on surface combatants increased due to higher volumes on Thad Cochran
(DDG 135) and Telesforo Trinidad (DDG 139), partially offset by lower volumes on
Frank E. Petersen Jr. (DDG 121), Jeremiah Denton (DDG 129), and Ted Stevens (DDG
128).

Ingalls revenues for the nine months ended September 30, 2022, decreased $35
million, or 2%, from the same period in 2021, primarily driven by lower revenues
in surface combatants and the Legend class NSC program, partially offset by
higher revenues in amphibious assault ships. Revenues on surface combatants
decreased due to lower volumes on Jeremiah Denton (DDG 129), Frank E. Petersen
Jr. (DDG 121), and USS Jack H. Lucas (DDG 125), partially offset by higher
volume on Thad Cochran (DDG 135). Revenues on the Legend class NSC program
decreased due to lower volumes on Friedman (NSC 11) and Calhoun (NSC 10).
Revenues on amphibious assault
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ships increased due to higher volumes on LHA 9 (unnamed), partially offset by
lower volumes on USS Fort Lauderdale (LPD 28) and Bougainville (LHA 8).

Segment Operating Income


Ingalls segment operating income for the three months ended September 30, 2022,
was $50 million, compared with segment operating income of $62 million for the
same period in 2021. The decrease was primarily driven by lower risk retirement
on Ted Stevens (DDG 128) and Delbert D. Black (DDG 119), partially offset by
higher risk retirement on USS Portland (LPD 27).

Ingalls segment operating income for the nine months ended September 30, 2022,
was $242 million, compared with segment operating income of $233 million for the
same period in 2021. The increase was primarily due to favorable changes in
contract estimates from facilities capital and price adjustment clauses and
higher risk retirement on Harrisburg (LPD 30) and USS Fort Lauderdale (LPD 28),
partially offset by receipt of a contract incentive on USS Jack H. Lucas (DDG
125) in 2021.

Newport News
                                       Three Months Ended                                                            Nine Months Ended
                                          September 30                           2022 vs. 2021                          September 30                          2022 vs. 2021
($ in millions)                       2022              2021             Dollars              Percent              2022              2021              Dollars              Percent

Sales and service revenues $ 1,445 $ 1,354 $

    91                    7  %       $  4,268          $ 4,124          $        144                   3  %
Segment operating income                102               88                   14                   16  %            277              257                    20                   8  %
As a percentage of segment
sales                                   7.1  %           6.5  %                                                      6.5  %           6.2  %


Sales and Service Revenues


Newport News revenues for the three months ended September 30, 2022, increased
$91 million, or 7%, from the same period in 2021, primarily driven by higher
revenues in naval nuclear support services, submarines, and aircraft carriers.
Naval nuclear support services revenues increased primarily as a result of
higher volumes in submarine and carrier fleet support services. Submarine
revenues increased due to higher volumes on the Columbia class (SSBN 826)
submarine program and Block V boats of the Virginia class (SSN 774) submarine
program, partially offset by lower volumes on submarine services and Block IV
boats of the Virginia class (SSN 774) submarine program. Aircraft carrier
revenues increased primarily as a result of higher volumes on the RCOH of USS
John C. Stennis (CVN 74), partially offset by lower volumes on the RCOH of USS
George Washington (CVN 73).

Newport News revenues for the nine months ended September 30, 2022, increased
$144 million, or 3%, from the same period in 2021, primarily driven by higher
revenues in aircraft carriers, submarines, and naval nuclear support services.
Aircraft carrier revenues increased primarily as a result of higher volumes on
the RCOH of USS John C. Stennis (CVN 74), partially offset by lower volumes on
the RCOH of USS George Washington (CVN 73).
Submarine revenues increased due to higher volumes on the Columbia class (SSBN
826) submarine program and Block V boats of the Virginia class (SSN 774)
submarine program, partially offset by lower volumes on Block IV boats of the
Virginia class (SSN 774) submarine program. Naval nuclear support services
revenues increased primarily as a result of higher volumes in carrier fleet
support services, partially offset by lower volumes in facility maintenance
services.

Segment Operating Income


Newport News segment operating income for the three months ended September 30,
2022, was $102 million, compared with segment operating income of $88 million
for the same period in 2021. The increase was primarily due to contract
incentives on the Columbia class (SSBN 826) submarine program, partially offset
by lower risk retirement on the Virginia class (SSN 774) submarine program.

Newport News segment operating income for the nine months ended September 30,
2022, was $277 million, compared with segment operating income of $257 million
for the same period in 2021. The increase was primarily due to contract
incentives on the Columbia class (SSBN 826) submarine program and favorable
changes in contract estimates from facilities capital and price adjustment
clauses, partially offset by lower risk retirement on the Virginia class (SSN
774) submarine program.

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Mission Technologies
                                         Three Months Ended                                                               Nine Months Ended
                                            September 30                             2022 vs. 2021                           September 30                          2022 vs. 2021
($ in millions)                       2022                  2021              Dollars              Percent               2022              2021             Dollars              Percent
Sales and service revenues        $    595                $  394          $        201                   51  %       $    1,785          $ 890          $        895                 101  %
Segment operating income                14                    13                     1                    8  %               48             33                    15                  45  %
As a percentage of segment
sales                                  2.4   %               3.3  %                                                         2.7  %         3.7  %



Sales and Service Revenues

Mission Technologies revenues for the three months ended September 30, 2022,
increased $201 million, or 51%, from the same period in 2021, primarily due to
higher volumes in DFS attributable to the acquisition of Alion in the third
quarter of 2021.

Mission Technologies revenues for the nine months ended September 30, 2022,
increased $895 million, or 101%, from the same period in 2021, primarily due to
higher volumes in DFS attributable to the acquisition of Alion in the third
quarter of 2021.

Segment Operating Income


Mission Technologies segment operating income for the three months ended
September 30, 2022, was $14 million, compared with segment operating income of
$13 million for the same period in 2021. The increase was primarily driven by
improved performance in DFS due to the acquisition of Alion in the third quarter
of 2021, as well as higher equity income, partially offset by higher
amortization of purchased intangible assets in 2022 due to the Alion
acquisition.

Mission Technologies segment operating income for the nine months ended
September 30, 2022, was $48 million, compared with segment operating income of
$33 million for the same period in 2021. The increase was primarily driven by
improved performance in DFS due to the acquisition of Alion in the third quarter
of 2021, as well as higher equity income, partially offset by higher
amortization of purchased intangible assets in 2022 due to the Alion
acquisition.

BACKLOG


Total backlog as of September 30, 2022, and December 31, 2021, was approximately
$46.7 billion and $48.5 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
September 30, 2022, and December 31, 2021:

                                    September 30, 2022                      

December 31, 2021

                                                        Total                                     Total
($ in millions)             Funded       Unfunded      Backlog        Funded       Unfunded      Backlog
Ingalls                   $  9,698      $  1,028      $ 10,726      $ 10,216      $    792      $ 11,008
Newport News                11,914        18,675        30,589        11,121        21,198        32,319
Mission Technologies         1,600         3,746         5,346         1,334         3,789         5,123
Total backlog             $ 23,212      $ 23,449      $ 46,661      $ 22,671      $ 25,779      $ 48,450



Approximately 18% of the $48.5 billion total backlog as of December 31, 2021, is
expected to be converted into sales in 2022. U.S. Government orders comprised
substantially all of the backlog as of September 30, 2022, and December 31,
2021.

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Awards

The value of new contract awards during the nine months ended September 30,
2022
, was approximately $6.1 billion, including an award for the construction of Telesforo Trinidad (DDG 139).

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:

                                                                        Nine Months Ended             2022 vs.
                                                                          September 30                  2021
($ in millions)                                                        2022             2021           Dollars
Net earnings                                                       $     456          $ 424          $     32
Depreciation and amortization                                            269            208                61
Provision for doubtful accounts                                           (7)             -                (7)
Stock-based compensation                                                  28             19                 9

Deferred income taxes                                                    (14)            74               (88)

Loss (gain) on investments in marketable securities                       34            (12)               46

Retiree benefits                                                         (99)           (73)              (26)

Trade working capital increase                                          (502)          (151)             (351)
Net cash provided by operating activities                          $     

165 $ 489 $ (324)



We have historically maintained a capital structure comprising 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 nine months ended September 30, 2022 and 2021, as
classified on our unaudited condensed consolidated statements of cash flows.

Operating Activities


Cash provided by operating activities for the nine months ended September 30,
2022, was $165 million, compared with $489 million provided by operating
activities for the same period in 2021. The unfavorable change in operating cash
flow was primarily due to an unfavorable change in trade working capital, as
well as higher payments for income taxes and interest, partially offset by lower
contributions to retiree benefit plans. 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 credit facilities, to be sufficient to
service debt and retiree benefit plans, meet contractual obligations, and
finance capital expenditures for at least the 12 months beginning October 1,
2022, and beyond such 12-month period based on our current business plan.

Investing Activities


Cash used in investing activities for the nine months ended September 30, 2022,
was $178 million, compared with $1,842 million used in investing activities for
the same period in 2021.The change in investing cash was driven by the
acquisition of Alion in 2021. For 2022, we expect our capital expenditures for
maintenance and sustainment to
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be approximately 1.0% of annual revenues and our discretionary capital
expenditures to be approximately 1.5% to 2.0% of annual revenues.

Financing Activities


Cash used in financing activities for the nine months ended September 30, 2022,
was $497 million, compared with $1,396 million provided by financing activities
for the same period in 2021. The change in financing cash was primarily due to
$1,650 million of proceeds from the incurrence of long term debt in 2021, an
increase in the repayment of long-term debt of $300 million, an increase of $7
million in employee taxes on certain share-based payment arrangements, and a $4
million increase in cash dividend payments, partially offset by a decrease of
$46 million in common stock repurchases and a decrease of $22 million in debt
issuance costs.

Free Cash Flow

Free cash flow represents cash provided by 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 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 provided by operating activities to free
cash flow:
                                                      Nine Months Ended
                                                        September 30              2022 vs. 2021
($ in millions)                                        2022            2021          Dollars
Net cash provided by operating activities       $     165             $ 489      $         (324)
Less capital expenditures:
Capital expenditure additions                        (179)             (216)                 37
Grant proceeds for capital expenditures                 -                11                 (11)
Free cash flow                                  $     (14)            $ 284      $         (298)



Free cash flow for the nine months ended September 30, 2022, decreased $298
million from the same period in 2021, primarily due to an unfavorable change in
trade working capital, as well as higher payments for income taxes and interest,
partially offset by lower contributions to retiree benefit plans and lower
capital expenditures.

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
September 30, 2022 and 2021, 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
September 30, 2022, $14 million in letters of credit were issued but undrawn and
$360 million of surety bonds were outstanding. As of September 30, 2022, 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.

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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, including the COVID-19
pandemic, and the impacts of vaccination mandates on our workforce;
•Our ability to attract and retain a qualified workforce;
•Disruptions impacting global supply, including those attributable to the
ongoing COVID-19 pandemic 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.

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.
                                       33

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Table of Contents


GLOSSARY OF PROGRAMS
Included below are brief descriptions of some of the programs discussed in this
Quarterly Report on Form 10-Q.
Program Name                                  Program Description

America class (LHA 6) amphibious              Design and build large deck amphibious assault ships
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 we were awarded a long-lead-time material
                                              and construction contract for LHA 9 (unnamed). We are
                                              currently constructing Bougainville (LHA 8).

Arleigh Burke class (DDG 51)                  Build guided missile destroyers designed for conducting
destroyers                                    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), and Frank E. Petersen Jr. (DDG121) in
                                              2019, 2020, and 2021,

respectively. We have contracts

                                              to construct the following 

Arleigh Burke class (DDG 51)

                                              destroyers: Lenah H. 

Sutcliffe Higbee (DDG 123), 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 Newport News is participating in designing the Columbia

                                              class submarine as a 

replacement for the current aging

                                              Ohio class nuclear ballistic missile submarines, which
                                              were first introduced into service in 1981. The Ohio
                                              class SSBN includes 14 nuclear ballistic missile
                                              submarines and four nuclear cruise missile submarines.
                                              The Columbia class program plan of record is to
                                              construct 12 new ballistic missile submarines. The U.S.
                                              Navy has initiated the design process for the new class
                                              of submarines, and, in early 2017, the DoD signed the
                                              acquisition decision

memorandum approving the Columbia

                                              class program's Milestone B, which formally authorizes
                                              the program's entry into the engineering and
                                              manufacturing development phase. We perform design work
                                              as a subcontractor to Electric Boat, and we have
                                              entered into 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.

Defense and federal solutions ("DFS")         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 

("AI") and machine learning to

                                              battlefield decisions; defensive and offensive
                                              cyberspace strategies and electronic warfare ("EW");
                                              and live, virtual, and

constructive ("LVC") solutions.

                                       34
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  Table of Contents
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.

USS Gerald R. Ford class (CVN 78)               Design and construction for the Ford class program,
aircraft carriers                               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.

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 its 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.

San Antonio class (LPD 17) amphibious           Design and build amphibious transport dock ships, which
transport dock ships                            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). We are currently constructing
                                                Richard M. McCool Jr. (LPD 29), Harrisburg (LPD 30), and
                                                Pittsburgh (LPD 31).


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  Table of Contents
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 Construct attack submarines as the principal
submarines

                                    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.



                                       36

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Table of Contents

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