<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 18, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-12385
-------------------------------
NEWPORT NEWS SHIPBUILDING INC.
(Exact name of registrant as specified in its charter)
Delaware 74-1541566
-------- ----------
State or Other Jurisdiction of IRS Employer
Incorporation or Organization Identification No.
4101 Washington Avenue, Newport News, Virginia 23607-2770
---------------------------------------------- ----------
Address of Principal Executive Offices Zip Code
(757) 380-2000
Registrant's Telephone Number, Including Area Code
------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, par value $.01 per share: 30,454,410 shares outstanding and
associated preferred stock purchase rights as of July 17, 2000.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Part I--Financial Information
Newport News Shipbuilding Inc.
Consolidated Statements of Earnings.................................................... 2
Consolidated Balance Sheets............................................................ 4
Consolidated Statements of Cash Flows.................................................. 5
Notes to Consolidated Financial Statements............................................. 6
Management's Discussion and Analysis of Financial Condition and Results of Operations.. 10
Quantitative and Qualitative Disclosures About Market Risk............................. 11
Part II--Other Information
Item 1. Legal Proceedings................................................................. 13
Item 2. Changes in Securities and Use of Proceeds......................................... *
Item 3. Defaults Upon Senior Securities................................................... *
Item 4. Submission of Matters to a Vote of Security Holders............................... 13
Item 5. Other Matters..................................................................... 13
Item 6. Exhibits and Reports on Form 8-K.................................................. 14
</TABLE>
*No response to this item is included herein for the reason that it is
inapplicable or the answer to such item is negative.
THIS QUARTERLY REPORT ON FORM 10-Q SHOULD BE READ IN CONJUNCTION WITH THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999.
1
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PART I
FINANCIAL INFORMATION
NEWPORT NEWS SHIPBUILDING INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
Quarter Ended
----------------------------
June 18, June 20,
2000 1999
----------- -----------
Millions (Except Shares and Per Share Amounts)
Revenues........................................ $ 532 $ 444
Operating Costs and Expenses.................... (478) (387)
Other Income (Expense), net..................... - 15
----------- -----------
Operating Earnings.............................. 54 72
Interest Expense, net of interest capitalized... (14) (12)
----------- -----------
Earnings Before Income Taxes.................... 40 60
Provision for Income Taxes...................... (16) (25)
----------- -----------
Net Earnings.................................... $ 24 $ 35
=========== ===========
Weighted Average Number of Common Shares
Outstanding
Basic...................................... 30,919,234 35,075,784
=========== ===========
Diluted.................................... 32,290,845 36,396,534
=========== ===========
Net Earnings Per Common Share
Basic...................................... $ .77 $ .99
=========== ===========
Diluted.................................... $ .74 $ .95
=========== ===========
Dividends Declared Per Common Share............. $ .04 $ .04
=========== ===========
The accompanying notes are an integral part of these consolidated
statements of earnings.
2
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PART I
FINANCIAL INFORMATION
NEWPORT NEWS SHIPBUILDING INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
Six Months Ended
-----------------------------
June 18, June 20,
2000 1999
----------- -----------
Millions (Except Shares and Per Share Amounts)
Revenues........................................ $ 1,001 $ 874
Operating Costs and Expenses.................... (901) (773)
Other Income (Expense), net..................... 1 15
----------- -----------
Operating Earnings.............................. 101 116
Interest Expense, net of interest capitalized... (25) (24)
----------- -----------
Earnings Before Income Taxes.................... 76 92
Provision for Income Taxes...................... (31) (39)
----------- -----------
Net Earnings.................................... $ 45 $ 53
=========== ===========
Weighted Average Number of Common Shares
Outstanding
Basic...................................... 31,506,944 34,855,662
=========== ===========
Diluted.................................... 32,737,629 36,172,587
=========== ===========
Net Earnings Per Common Share
Basic...................................... $ 1.42 $ 1.51
=========== ===========
Diluted.................................... $ 1.36 $ 1.45
=========== ===========
Dividends Declared Per Common Share............. $ .08 $ .08
=========== ===========
The accompanying notes are an integral part of these consolidated
statements of earnings.
3
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NEWPORT NEWS SHIPBUILDING INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 18, December 31,
2000 1999
------------ --------------
(Unaudited) (Audited)
<S> <C> <C>
Millions (Except Share Amounts)
ASSETS
Current Assets
Cash and Cash Equivalents............................................ $ 9 $ 2
Accounts Receivable.................................................. 120 93
Contracts in Process................................................. 275 317
Inventory............................................................ 57 55
Deferred Income Taxes................................................ 113 108
Other Current Assets................................................. 15 17
------ ------
Total Current Assets................................................. 589 592
------ ------
Noncurrent Assets
Property, Plant and Equipment, net................................... 689 716
Other Assets......................................................... 218 204
------ ------
Total Noncurrent Assets.............................................. 907 920
------ ------
$1,496 $1,512
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Trade Accounts Payable............................................... $ 48 $ 73
Short-Term Debt...................................................... 29 29
Postretirement Benefits.............................................. 129 124
Other Accrued Liabilities............................................ 244 220
------ ------
Total Current Liabilities............................................ 450 446
------ ------
Noncurrent Liabilities
Long-Term Debt....................................................... 523 525
Deferred Income Taxes................................................ 234 233
Other Long-Term Liabilities.......................................... 34 35
------ ------
Total Noncurrent Liabilities......................................... 791 793
------ ------
Commitments and Contingencies (See Note 3)
Stockholders' Equity
Common Stock, $.01 par value -
authorized 70,000,000 shares; issued 35,341,666 shares at
June 18, 2000 and 35,290,652 shares at December 31, 1999........... 1 1
Paid-In Capital...................................................... 294 264
Retained Earnings.................................................... 126 84
Unearned/Deferred Compensation....................................... (2) (3)
Stock Employee Compensation Trust (SECT) - shares held of 4,765,266
and 2,661,926 at June 18, 2000 and December 31, 1999, respectively.. (164) (73)
------ ------
Total Stockholders' Equity........................................... 255 273
------ ------
$1,496 $1,512
====== ======
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
4
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NEWPORT NEWS SHIPBUILDING INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
-----------------------------------------
June 18, June 20,
2000 1999
---------------- -----------------
<S> <C> <C>
Millions
Cash Flows from Operating Activities:
Net Earnings............................................. $ 45 $ 53
Adjustments to Reconcile Net Earnings to
Net Cash Provided by Operating Activities -
Depreciation and Amortization...................... 28 30
Deferred Income Taxes.............................. (4) 7
Loss on Asset Dispositions......................... 5 9
(Gain) / Loss on Equity Investments................ (2) 1
Changes in Components of Working Capital -
Decrease (Increase) in -
Accounts Receivable............................. (26) 70
Contracts in Process............................ 42 (35)
Inventory......................................... (2) (3)
Other Current Assets............................ 2 (3)
Increase (Decrease) in -
Trade Accounts Payable.......................... (26) (50)
Accrued Liabilities and Other................... 26 29
Other, net......................................... (1) 8
----- -----
Net Cash Provided by Operating Activities................ 87 116
----- -----
Cash Flows from Investing Activities:
Capital Expenditures..................................... (6) (7)
Other.................................................... (4) (15)
----- -----
Net Cash Used by Investing Activities.................... (10) (22)
----- -----
Cash Flows from Financing Activities:
Increase (Decrease) in Revolving Credit Facility......... 6 (77)
Payments on Short-Term Debt.............................. (8) (9)
Issuance of SECT Shares/Common Stock..................... - 22
Purchase of Common Stock................................. (60) -
Dividends Paid........................................... (3) (3)
Other.................................................... (5) -
----- -----
Net Cash Used by Financing Activities.................... (70) (67)
----- -----
Net Increase (Decrease) in Cash and Cash Equivalents.... 7 27
Cash and Cash Equivalents at Beginning of Period......... 2 3
----- -----
Cash and Cash Equivalents at End of Period............... $ 9 $ 30
===== =====
Cash Paid During the Period for Income Taxes............. $ 37 $ 4
===== =====
Cash Paid During the Period for Interest................. $ 27 $ 28
===== =====
</TABLE>
The accompanying notes are an integral part of these consolidated statements of
cash flows.
5
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NEWPORT NEWS SHIPBUILDING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PREPARATION
Unless the context otherwise requires, the term "Company" refers to Newport News
Shipbuilding Inc. ("NNS") and its consolidated subsidiaries. Although certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to SEC rules and regulations, the Company believes
that the disclosures included herein are adequate to make the information
presented not misleading. Operating results for the three and six month periods
ended June 18, 2000 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2000. These unaudited financial
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
The Company is reporting quarterly results on an accounting-month basis
consistent with the prior year. In order to more effectively match revenues,
costs, and profits with operating segments, certain amounts for 1999 have been
reclassified to conform with the 2000 presentation. The December 31, 1999
balance sheet includes certain reclassifications to conform with the 2000
presentation. In the opinion of the Company's management, the unaudited
financial statements contain all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation.
2. EARNINGS PER SHARE
Basic earnings per common share is computed by dividing net earnings by the
weighted average number of shares of common stock outstanding during the period.
Diluted earnings per common share is computed assuming the terms and conditions
for the contingent shares and common stock options were met and converted on
June 18, 2000 and June 20, 1999, respectively.
3. COMMITMENTS AND CONTINGENCIES
Government Contracting
As a general practice in the defense industry, the Defense Contract Audit Agency
("DCAA") and other government agencies continually review the cost accounting
and other practices of government contractors, including the Company, conduct
other investigations, and make specific inquiries. In the course of those
reviews and investigations, cost accounting and other issues are identified,
discussed and settled, or resolved through legal proceedings. In some cases,
recognition of the inherent uncertainties and costs of litigation may cause
management to decide to settle a matter.
As with other government contractors, the U.S. Government has from time to time
recommended that certain of the Company's contract prices be reduced, or costs
allocated to its government contracts be disallowed. Some of these
recommendations involve substantial amounts. In the past, as a result of such
audits and other investigations and inquiries, the Company has on occasion
agreed to adjustments to its contract prices and the costs allocated to its
government contracts. The Company is currently involved in several such audits
and other investigative proceedings with the U.S. Government. The Company is
also engaged in settlement discussions on certain matters and has filed a
lawsuit concerning specific cost accounting issues.
As previously reported, the DCAA conducted a post-award audit of the contract to
build the aircraft carrier Reagan. In April 1998, the DCAA issued its official
audit report ("Audit Report") in which it concluded that the cost or pricing
data supplied by the Company to the U.S. Navy was not current, accurate, and
complete and, therefore, projected labor and overhead costs were overstated for
the Reagan contract. Accordingly, the DCAA recommended to the U.S. Navy's
contracting officer that the contract price for Reagan be reduced by
approximately $135 million. After giving consideration to the cost sharing
provisions in the contract, the proposed price reduction could generate an
operating income adjustment of approximately $47 million over the life of the
contract.
6
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The Company disagrees with the conclusions of the Audit Report and the DCAA's
recommendation to the contracting officer. Management believes that the Company
has substantial and meritorious grounds on which to contest any action by the
U.S. Navy seeking to reduce the Reagan contract price and intends to pursue its
defenses in response to any attempt by the U.S. Navy to make such a reduction.
Management believes that the final resolution of this matter will not have a
material impact on the financial position, results of operations, or cash flows
of the Company.
In addition to the DCAA audit, a civil investigation, also focused on the cost
or pricing data that the Company supplied to the U.S. Navy in connection with
the Reagan contract, is being conducted jointly by the Department of Defense,
the Department of Justice, the U.S. Attorney's Office for the Eastern District
of Virginia, and the Naval Criminal Investigative Service. Management believes
the Company complied with all applicable laws.
During the first quarter of 1999, the Company received a letter from the U.S.
Navy Supervisor of Shipbuilding forwarding a DCAA final audit report questioning
approximately $83 million of costs allocated to U.S. Government contracts as
Independent Research and Development ("IR&D"). The letter requested additional
comments regarding why NNS considers its existing cost accounting practice to be
compliant with the Cost Accounting Standards. The Company provided such comments
in the second quarter of 1999. On June 20, 2000, the Department of Defense
Inspector General's Office issued a subpoena to the Company for certain records
pertaining to this matter. The Company is in the process of responding to that
subpoena. Management believes that the final resolution of this matter will not
have a material impact on the financial position, results of operations, or cash
flows of the Company.
Litigation
The Company is both a plaintiff and defendant in matters of varying nature
related to the normal conduct of its business. In the opinion of management, the
outcome of these proceedings should not have a material adverse effect on the
financial position, results of operations, or cash flows of the Company.
7
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4. REPORTABLE SEGMENTS
The Company's reportable operating segments represent strategic initiatives
supporting the entire lifecycle of U.S. Navy ships - Construction, Fleet
Services, and Engineering, as well as a logical linking of similar contracts
based on funding provisions. Engineering contracts generally receive funding on
an annual basis, Fleet Services contracts typically span between one month and
two years, and Construction contracts generally span a period of two or more
years. The reportable segments are managed separately because each business has
differing customer requirements based on the nature of the services provided.
The Company evaluates performance based on profit or loss from operations before
interest and income taxes, not including nonrecurring gains and losses.
Information about Revenues and Operating Earnings
For the Quarters Ended June 18, 2000 and June 20, 1999, respectively (in
millions)
<TABLE>
<CAPTION>
Fleet All
Construction Services Engineering Others (1) Total
------------ -------- ----------- ---------- ------
<S> <C> <C> <C> <C> <C>
2000
----
Revenues............................ $ 227 $ 219 $ 80 $ 6 $ 532
Segment Operating Earnings.......... 27 22 4 1 54
1999
----
Revenues............................ $ 164 $ 215 $ 61 $ 4 $ 444
Segment Operating Earnings.......... 34 19 4 15 72
</TABLE>
1. Other business activities include valve and pump repair and technical
services, equity investments, and corporate activities.
Information about Revenues and Operating Earnings
For the Six Months Ended June 18, 2000 and June 20, 1999, respectively (in
millions)
<TABLE>
<CAPTION>
Fleet All
Construction Services Engineering Others (1) Total
------------ -------- ----------- --------- -------
<S> <C> <C> <C> <C> <C>
2000
----
Revenues............................ $ 433 $ 411 $ 148 $ 9 $ 1,001
Segment Operating Earnings.......... 51 39 9 2 101
1999
----
Revenues............................ $ 345 $ 422 $ 102 $ 5 $ 874
Segment Operating Earnings.......... 53 41 7 15 116
</TABLE>
1. Other business activities include valve and pump repair and technical
services, equity investments, and corporate activities.
8
<PAGE>
Information about Assets (in millions)
Fleet All
Construction Services Engineering Others (1) Total
------------ -------- ----------- ---------- -----
June 18, 2000......... $ 217 $ 131 $ 38 $ 9 $ 395
December 31, 1999..... 190 164 40 16 410
1. As the Company has a fully integrated production facility, its fixed assets
are commingled and not identified with specific profit centers. Therefore,
segment assets consist only of accounts receivable ("A/R") and contracts in
process ("CIP") balances applicable to identified segments.
Reconciliation of Segment Assets to Consolidated Amounts (in millions)
June 18, December 31,
2000 1999
---------- --------------
Assets
------
Total A/R and CIP for reportable segments.. $ 386 $ 394
Other unallocated A/R and CIP.............. 9 16
Other unallocated amounts.................. 1,101 1,102
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Total consolidated assets.................. $ 1,496 $ 1,512
======= ===========
9
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NEWPORT NEWS SHIPBUILDING INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
BUSINESS OVERVIEW
The Company's primary business is the design, construction, repair, overhaul and
refueling of nuclear-powered aircraft carriers and submarines for the U.S. Navy.
The Company also provides ongoing fleet services for other U.S. Navy vessels
through work in overhauling, lifecycle engineering, and repair. The U.S.
Government accounted for approximately 98% and 97% of the Company's revenues for
the quarterly periods ended June 18, 2000 and June 20, 1999, respectively.
RESULTS OF OPERATIONS
For the Second Quarter Ended
--------------------------------------------------------------------------------
2000 1999
--------------------------------------------------------------------------------
Millions
Revenues........................... $ 532 $ 444
Operating Earnings................. 54 72
Revenues for the second quarter of 2000 increased $88 million to $532 million
compared with the same period in 1999. The revenue improvement was attributable
to gains in the Construction and Engineering segments. Construction revenues
increased as a result of advanced planning work on the next aircraft carrier
(CVN 77), increased activity on the Virginia-class submarine program, as well as
higher activity on the carrier Reagan. Engineering revenues increased due to
development work on the propulsion plant for the next generation of aircraft
carriers.
Second quarter 2000 operating earnings increased $7 million to $54 million after
adjusting 1999 results for non-recurring gains of $25 million. The one-time
gains consisted of a break-up fee and option proceeds associated with the
terminated Avondale merger and the settlement of insurance claims on
construction contracts. The earnings improvement on an adjusted basis was
primarily driven by volume gains in the Construction segment and improved margin
performance in the Fleet Services segment.
For the Six Months Ended
--------------------------------------------------------------------------------
2000 1999
--------------------------------------------------------------------------------
Millions
Revenues........................... $1,001 $ 874
Operating Earnings................. 101 116
Revenues for the first six months of 2000 increased $127 million to $1,001
million compared with the same period in 1999. The revenue improvement was
primarily attributable to gains in the Construction and Engineering segments due
to increased planning work on CVN 77, increased activity on the Virginia-class
submarine program and increased activity on the carrier Reagan. Increased
engineering development work on the propulsion plant for the next generation of
aircraft carriers also contributed to the growth in revenue. These volume gains
were partially offset by lower Fleet Services revenues as the refueling and
overhaul of the carrier Nimitz enters its final stages.
Operating earnings for the first six months of 2000 increased $10 million to
$101 million after adjusting 1999 results for non-recurring gains of $25
million. The improvement was primarily driven by volume gains in the
Construction segment.
The Company's funded backlog was $2.8 billion at June 18, 2000, substantially
all of which was U.S. Navy-related.
10
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LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS
The following table reflects the summarized components of the Company's cash
flows for the periods indicated:
For the Six Months Ended
--------------------------------------------------------------------------------
2000 1999
--------------------------------------------------------------------------------
Millions
Net cash provided by operating activities.......... $ 87 $ 116
Capital expenditures............................... (6) (7)
Other investing cash flows......................... (4) (15)
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Subtotal........................................... 77 94
Financing activities............................... (70) (67)
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Net increase (decrease) in cash and cash
equivalents........................................ $ 7 $ 27
====== ======
NET CASH PROVIDED BY OPERATING ACTIVITIES
The $29 million decrease in 2000's comparative cash flows from operating
activities was primarily due to an increase in working capital due to normal
timing fluctuations with respect to billings, accounts receivable collections,
the recognition of contract costs, and the payment of trade accounts payable. In
addition, income tax payments were lower in 1999 due to the recognition of
losses previously deferred for tax purposes on commercial tankers.
OTHER INVESTING CASH FLOWS
Other investing cash flow activities in 2000 primarily relate to an additional
$5 million investment in AMSEC LLC, partially offset by a $1 million dividend
received from Abu Dhabi Ship Building. The 1999 investing activities primarily
relate to the Company's investment in AMSEC LLC. The Company owns 45% of this
low-cost fleet services organization.
FINANCING ACTIVITIES
The financing activities for the period ended June 18, 2000 reflect the purchase
of Company stock on the open market, increased revolver borrowings, pay down of
debt, and the payment of two quarterly dividends of four cents per share. The
1999 financing activities primarily reflect the receipt of proceeds from the
issuance of SECT shares related to the Company's benefit plans, the pay off of
short-term debt, pay down of the revolving credit facility, and the payment of
two quarterly dividends of four cents per share.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no material changes with respect to this item from the disclosure
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1999.
11
<PAGE>
CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This Quarterly Report on Form 10-Q contains forward-looking statements
concerning, among other things, the Company's prospects, developments and
business strategies. These forward-looking statements are identified by terms
such as "intends," "estimates," "expects," "projects," "anticipates," "goal,"
"plan," "should," "could," "believes," "assumed," and "scheduled." The Company's
actual results may differ materially from the results discussed in the forward-
looking statements. Factors that might cause such a difference include (i) the
factors discussed in Note 3 to the Company's Consolidated Financial Statements,
(ii) the factors addressed in Management's Discussion and Analysis of Financial
Condition and Results of Operations, and (iii) the following factors: (a)
general U. S. and international political, economic and competitive conditions;
(b) initiatives to reduce the federal budget, including reductions in defense
spending, or the failure of anticipated increases in defense spending to
materialize in whole or in part; (c) reductions in the number or size of U.S.
Navy contracts awarded to the Company; and (d) unanticipated events affecting
delivery and production schedules or design and manufacturing processes, which
could impair the Company's efforts to deliver its products on time or to reduce
production costs and cycle time or realize in a timely manner some or all of the
benefits, if any, of such reductions.
12
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to Note 3, "Commitments and Contingencies" to the Company's
Consolidated Financial Statements contained herein, which is incorporated in
this Item 1 of Part II by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 18, the Company held its 2000 Annual Meeting of Stockholders. Four
proposals were presented to the stockholders for their approval. The outcome of
the voting on the four proposals was as follows:
1. Proposal for the re-election of three Class I directors to hold office until
2003.
Nominee For Withheld
------- --- --------
William P. Fricks 27,668,925 472,377
Dr. William R. Harvey 27,673,763 467,539
Stephen R. Wilson 27,660,551 480,751
2. Proposal to increase by 200,000 the number of shares authorized for issuance
under the Newport News Shipbuilding Employee Stock Purchase and Accumulation
Plan.
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
27,353,162 651,143 136,997 None
3. Proposal to increase by 125,000 the number of shares authorized for issuance
under the 1997 Stock Plan for Directors of Newport News Shipbuilding Inc.
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
16,856,757 11,041,145 243,400 None
4. Proposal to ratify the appointment by the Board of Directors of Arthur
Andersen LLP as the Company's independent public accountants for 2000.
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
27,786,700 222,749 131,853 None
ITEM 5. OTHER MATTERS.
Share Repurchase Programs
On February 1, 2000, the Company announced a $100 million share repurchase
program adding to a $100 million share repurchase program authorized in June
1999. The new plan will be implemented over the 2000-2001 time period and will
be accomplished through open market and privately negotiated transactions. The
Company has purchased 3.4 million shares at a cost of $100 million completing
the June 1999 authorization. As of July 17, the Company has also purchased an
additional 1.3 million shares at a cost of $41 million under the February 1,
2000 share repurchase program.
13
<PAGE>
Stockholder Proposals
In order for a stockholder to nominate a candidate for election as a director of
the Company or to propose other business to come before the Company's 2001
Annual Meeting of Stockholders, such nomination or proposal must be received by
the Secretary of the Company at its principal executive offices at 4101
Washington Avenue, Newport News, Virginia 23607, not later than March 9, 2001,
in accordance with the Company's Bylaws. Any proposal submitted by a stockholder
for inclusion in the proxy materials for the Company's Annual Meeting of
Stockholders in 2001 must be delivered to the Secretary of the Company at the
foregoing address, in accordance with Securities and Exchange Commission Rule
14a-8, not later than December 12, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit 27.1 Financial Data Schedule
Except as indicated, during the second quarter, the Company filed the following
current reports on Form 8-K.
Date of Filing Subject
-------------- -------
March 24, 2000 Announcing the election of Dr. Shirley Ann
Jackson as a Class III director of the Company
effective July 1, 2000.
June 20, 2000 Announcing the issuance by the Department of
Defense Inspector General's Office of a subpoena
to the Company for certain records pertaining to
IR&D expenditures.
14
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
Newport News Shipbuilding Inc.
By: /s/ Charles P. Wingfield, Jr.
--------------------------------
Vice President and Controller
(Principal Financial Officer)
Date: August 1, 2000
15
