Subsidiary Guarantors | 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 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. 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, 2015 and 2014 , unaudited condensed consolidating statements of financial position as of September 30, 2015 , and December 31, 2014 , and the unaudited condensed consolidating statements of cash flows for the nine months ended September 30, 2015 and 2014 , for HII, its aggregated subsidiary guarantors and its aggregated non-guarantor subsidiaries. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Three Months Ended September 30, 2015 ($ in millions) Huntington Ingalls Industries, Inc. Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Sales and service revenues Product sales $ — $ 1,461 $ — $ — $ 1,461 Service revenues — 334 9 (4 ) 339 Total sales and service revenues — 1,795 9 (4 ) 1,800 Cost of sales and service revenues Cost of product sales — 1,164 — — 1,164 Cost of service revenues — 287 9 (4 ) 292 Income (loss) from operating investments, net — 6 — — 6 General and administrative expenses — 149 1 — 150 Operating income (loss) — 201 (1 ) — 200 Interest expense (24 ) (1 ) — — (25 ) Equity in earnings (loss) of subsidiaries 126 — — (126 ) — Earnings (loss) before income taxes 102 200 (1 ) (126 ) 175 Federal income taxes (9 ) 73 — — 64 Net earnings (loss) $ 111 $ 127 $ (1 ) $ (126 ) $ 111 Other comprehensive income (loss), net of tax 10 10 — (10 ) 10 Comprehensive income (loss) $ 121 $ 137 $ (1 ) $ (136 ) $ 121 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 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Nine Months Ended September 30, 2015 ($ in millions) Huntington Ingalls Industries, Inc. Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Sales and service revenues Product sales $ — $ 4,137 $ — $ — $ 4,137 Service revenues — 953 38 (13 ) 978 Total sales and service revenues — 5,090 38 (13 ) 5,115 Cost of sales and service revenues Cost of product sales — 3,121 — — 3,121 Cost of service revenues — 824 35 (13 ) 846 Income (loss) from operating investments, net — 9 — — 9 General and administrative expenses — 467 6 — 473 Goodwill impairment — 59 — — 59 Operating income (loss) — 628 (3 ) — 625 Interest expense (69 ) (4 ) — — (73 ) Equity in earnings (loss) of subsidiaries 398 — — (398 ) — Earnings (loss) before income taxes 329 624 (3 ) (398 ) 552 Federal income taxes (25 ) 223 — — 198 Net earnings (loss) $ 354 $ 401 $ (3 ) $ (398 ) $ 354 Other comprehensive income (loss), net of tax 36 37 (1 ) (36 ) 36 Comprehensive income (loss) $ 390 $ 438 $ (4 ) $ (434 ) $ 390 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 CONDENSED CONSOLIDATING STATEMENTS OF FINANCIAL POSITION September 30, 2015 ($ in millions) Huntington Ingalls Industries, Inc. Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current Assets Cash and cash equivalents $ 658 $ 3 $ 10 $ — $ 671 Accounts receivable, net — 1,271 7 — 1,278 Inventoried costs, net — 308 — — 308 Deferred income taxes — 126 — — 126 Prepaid expenses and other current assets — 35 9 (8 ) 36 Total current assets 658 1,743 26 (8 ) 2,419 Property, plant, and equipment, net — 1,748 2 — 1,750 Goodwill — 973 — — 973 Other purchased intangibles, net — 528 — — 528 Pension plan asset — 28 — — 28 Long-term deferred tax asset — 188 — — 188 Miscellaneous other assets 28 128 — — 156 Investment in subsidiaries 3,846 — — (3,846 ) — Intercompany receivables — 1,843 — (1,843 ) — Total assets $ 4,532 $ 7,179 $ 28 $ (5,697 ) $ 6,042 Liabilities and Stockholders' Equity Current Liabilities Trade accounts payable $ — $ 295 $ 1 $ — $ 296 Accrued employees’ compensation — 216 — — 216 Current portion of postretirement plan liabilities — 143 — — 143 Current portion of workers’ compensation liabilities — 226 — — 226 Advance payments and billings in excess of revenues — 141 — — 141 Other current liabilities 15 256 9 (8 ) 272 Total current liabilities 15 1,277 10 (8 ) 1,294 Long-term debt 1,200 105 — — 1,305 Pension plan liabilities — 879 — — 879 Other postretirement plan liabilities — 513 — — 513 Workers’ compensation liabilities — 458 — — 458 Other long-term liabilities — 103 — — 103 Intercompany liabilities 1,827 — 16 (1,843 ) — Total liabilities 3,042 3,335 26 (1,851 ) 4,552 Stockholders’ equity 1,490 3,844 2 (3,846 ) 1,490 Total liabilities and stockholders’ equity $ 4,532 $ 7,179 $ 28 $ (5,697 ) $ 6,042 CONDENSED CONSOLIDATING STATEMENTS OF FINANCIAL POSITION December 31, 2014 ($ in millions) Huntington Ingalls Industries, Inc. Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current Assets Cash and cash equivalents $ 980 $ 4 $ 6 $ — $ 990 Accounts receivable, net — 1,022 16 — 1,038 Inventoried costs, net — 339 — — 339 Deferred income taxes — 129 — — 129 Prepaid expenses and other current assets 1 48 5 (4 ) 50 Total current assets 981 1,542 27 (4 ) 2,546 Property, plant, and equipment, net — 1,790 2 — 1,792 Goodwill — 1,026 — — 1,026 Other purchased intangibles, net — 547 — — 547 Pension plan asset — 17 — — 17 Long-term deferred tax assets — 212 — — 212 Miscellaneous other assets 30 99 — — 129 Investment in subsidiaries 3,421 — — (3,421 ) — Intercompany receivables — 1,469 — (1,469 ) — Total assets $ 4,432 $ 6,702 $ 29 $ (4,894 ) $ 6,269 Liabilities and Stockholders' Equity Current Liabilities Trade accounts payable $ — $ 265 $ 4 $ — $ 269 Accrued employees’ compensation — 247 1 — 248 Current portion of long-term debt 108 — — — 108 Current portion of postretirement plan liabilities — 143 — — 143 Current portion of workers’ compensation liabilities — 221 — — 221 Advance payments and billings in excess of revenues — 74 — — 74 Other current liabilities 15 234 4 (4 ) 249 Total current liabilities 123 1,184 9 (4 ) 1,312 Long-term debt 1,488 104 — — 1,592 Pension plan liabilities — 939 — — 939 Other postretirement plan liabilities — 507 — — 507 Workers’ compensation liabilities — 449 — — 449 Other long-term liabilities — 105 — — 105 Intercompany liabilities 1,456 — 13 (1,469 ) — Total liabilities 3,067 3,288 22 (1,473 ) 4,904 Stockholders’ equity 1,365 3,414 7 (3,421 ) 1,365 Total liabilities and stockholders’ equity $ 4,432 $ 6,702 $ 29 $ (4,894 ) $ 6,269 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2015 ($ in millions) Huntington Ingalls Industries, Inc. Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (39 ) $ 454 $ 2 $ — $ 417 Investing Activities Additions to property, plant, and equipment — (85 ) (1 ) — (86 ) Proceeds from insurance settlement related to investing activities — 21 — — 21 Acquisitions of businesses, net of cash received — (6 ) — — (6 ) Proceeds from disposition of assets — 32 — — 32 Net funding from (to) parent — (374 ) — 374 — Net cash provided by (used in) investing activities — (412 ) (1 ) 374 (39 ) Financing Activities Repayment of long-term debt (395 ) — — — (395 ) Debt issuance costs (9 ) — — — (9 ) Dividends paid (58 ) — — — (58 ) Repurchases of common stock (192 ) — — — (192 ) Employee taxes on certain share-based payment arrangements — (54 ) — — (54 ) Excess tax benefit related to stock-based compensation — 11 — — 11 Net funding from (to) subsidiary/parent 371 — 3 (374 ) — Net cash provided by (used in) financing activities (283 ) (43 ) 3 (374 ) (697 ) Change in cash and cash equivalents (322 ) (1 ) 4 — (319 ) Cash and cash equivalents, beginning of period 980 4 6 — 990 Cash and cash equivalents, end of period $ 658 $ 3 $ 10 $ — $ 671 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2014 ($ in millions) Huntington Ingalls Industries, Inc. Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (65 ) $ 380 $ (1 ) $ — $ 314 Investing Activities Additions to property, plant, and equipment — (91 ) — — (91 ) Proceeds from insurance settlement related to investing activities — — — — — Acquisitions of businesses, net of cash received — (275 ) 3 — (272 ) Net funding from (to) parent — 36 3 (39 ) — Net cash provided by (used in) investing activities — (330 ) 6 (39 ) (363 ) Financing Activities Repayment of long-term debt (36 ) — — — (36 ) Dividends paid (30 ) — — — (30 ) Repurchases of common stock (112 ) — — — (112 ) Employee taxes on certain share-based payment arrangements — (64 ) — — (64 ) Proceeds from stock option exercises — 2 — — 2 Excess tax benefit related to stock-based compensation — 15 — — 15 Net funding from (to) subsidiary (39 ) — — 39 — Net cash provided by (used in) financing activities (217 ) (47 ) — 39 (225 ) Change in cash and cash equivalents (282 ) 3 5 — (274 ) Cash and cash equivalents, beginning of period 1,042 — 1 — 1,043 Cash and cash equivalents, end of period $ 760 $ 3 $ 6 $ — $ 769 |