  United States Court of Appeals
      for the Federal Circuit
                ______________________

               RAYTHEON COMPANY,
               Plaintiff-Cross-Appellant,

                           v.

                  UNITED STATES,
                 Defendant-Appellant.
                ______________________

                   2013-5004, -5006
                ______________________

    Appeals from the United States Court of Federal
Claims in No. 05-CV-0448, Judge Nancy B. Firestone.
                 ______________________

                Decided: April 4, 2014
                ______________________

   KAREN L. MANOS, Gibson, Dunn & Crutcher LLP, of
Washington, DC, argued for plaintiff-cross-appellant.
With her on the brief were JOHN W.F. CHESLEY and
GRETA B. WILLIAMS.

    C. COLEMAN BIRD, Senior Trial Counsel, Commercial
Litigation Branch, Civil Division, United States Depart-
ment of Justice, of Washington, DC, argued for defendant-
appellant. With him on the brief were STUART F. DELERY,
Principal Deputy Assistant Attorney General, JEANNE E.
DAVIDSON, Director, and KIRK T. MANHARDT, Assistant
Director. Of counsel on the brief was LAWRENCE S.
2                                 RAYTHEON COMPANY    v. US



RABYNE, Attorney, Defense Contract Management Agen-
cy, of Arlington Heights, Illinois.

   RICHARD D. BERNSTEIN, Willkie Farr & Gallagher
LLP, of Washington, DC, for amicus curiae. With him on
the brief were CARTER G. PHILLIPS and HOWARD
STANISLAWSKI, Sidley Austin LLP, of Washington, DC.
                ______________________

    Before REYNA, TARANTO, and CHEN, Circuit Judges.
REYNA, Circuit Judge.
     This appeal concerns Raytheon Company’s (“Raythe-
on”) calculation and payment of pension fund adjustments
pursuant to Cost Accounting Standard 413, 48 C.F.R.
§ 9904.413, following the sale of three business segments.
The United States Government appeals the judgment of
the Court of Federal Claims (“trial court”) awarding
Raytheon $59,209,967.30 as the Government’s share of
pension cost deficits related to two of the business seg-
ments. Raytheon cross-appeals the trial court’s rejection
of its request for recovery with respect to the third busi-
ness segment on the basis that Raytheon applied the
wrong asset allocation method in its adjustment calcula-
tion. We affirm the decision of the trial court.
                            I.
                  A. SEGMENT CLOSINGS
    In this appeal, we address whether segment closing
adjustments are ordinary “pension costs” subject to the
Federal Acquisition Regulation’s (“FAR”) timely funding
requirement. See 48 C.F.R. § (“FAR”) 31.205-6(j)(2)(i). 1




    1 Unless otherwise indicated, all citations to the
FAR and the Cost Accounting Standards are to the provi-
RAYTHEON COMPANY   v. US                                 3



In the early 2000s, Raytheon underwent a major reorgan-
ization that involved the sale of at least eight business
segments, including the three segments at issue in this
appeal—Aircraft Integrated Systems (“AIS”), Optical
Systems (“Optical”), and Aerospace Division (“Aero-
space”). As part of each sale, Raytheon retained the
assets and liabilities of the defined-benefit pension plans
associated with those segments. Raytheon also calculated
segment closing adjustments as required by the Cost
Accounting Standards (“CAS”). Raytheon determined
that, while some of its business segments had pension
surpluses, the three segments at issue in this case had
pension deficits. Although Raytheon paid the Govern-
ment its share of the surpluses, the Government refused
to pay its share of the deficits (which Raytheon calculated
to be around $69 million).
     On November 8, 2004, and January 24, 2005, Raythe-
on submitted certified claims for recovery of the deficits
pursuant to the Contract Disputes Act. See 41 U.S.C.
§ 7103 (2011). 2 The contracting officer issued final deci-
sions denying these claims on February 1, 2005, and
March 7, 2005. The contracting officer concluded that the
segment closing adjustments were subject to the FAR’s
timely funding requirement, and the pension deficits were
therefore unallowable because Raytheon failed to fund the
full amount of the pension deficits in the same year as the



sions in effect in 2001 and 2002, when Raytheon’s seg-
ment closings took place.
    2   Before January 2011, this provision was codified
at 41 U.S.C. § 605. In January 2011, Congress reor-
ganized Title 41 of the United States Code to “remove
ambiguities, contradictions, and other imperfections.”
Pub. L. No. 111-350 § 2(b), 124 Stat. 3677 (2011). This
reorganization did not alter the substance of the provi-
sions discussed here.
4                                   RAYTHEON COMPANY    v. US



segment closings. See FAR 31.205-6(j)(2)(i). The contract-
ing officer further concluded that Raytheon’s segment
closing calculations “do[] not comply with CAS 413[.]”
               B. APPLICABLE REGULATIONS
    In general, whether a contractor is required to comply
with the CAS depends on the dollar value and type of
contracts it has received from the Government. See 48
C.F.R. §§ 9903.201-1 to -2. A standard contract clause at
FAR 52.230-2, Cost Accounting Standards (Apr. 1998)
(hereinafter the “CAS clause”), is incorporated into all
CAS-covered contracts. The CAS clause requires the
contractor to “[c]omply with all CAS, including any modi-
fications and interpretations indicated thereto. . . .”
FAR 52.230-2(a)(3). The CAS clause also allows the
contractor or the Government to seek an equitable ad-
justment for any increased costs incurred due to a re-
quired change in the contractor’s established accounting
practices that were made to comply with future modifica-
tions to the CAS. See id. § 52.230-2(a)(4)(i).
    Two CAS provisions generally govern the accounting
treatment of pension costs—CAS 412 and CAS 413. CAS
412 requires contractors to fund pension costs within the
cost accounting period in which those costs are assigned.
48 C.F.R. § 9904.412-50(d)(1). CAS 412 defines the com-
ponents of a pension cost as the following:
    For defined-benefit pension plans, except for plans
    accounted for under the pay-as-you-go cost meth-
    od, the components of pension cost for a cost ac-
    counting period are (i) the normal cost of the
    period, (ii) a part of any unfunded actuarial liabil-
    ity, (iii) an interest equivalent on the unamortized
    portion of any unfunded actuarial liability, and
    (iv) an adjustment for any actuarial gains and
    losses.
RAYTHEON COMPANY    v. US                                  5



Id. § 9904.412-40(a)(1). CAS 412 also defines a defined-
benefit pension plan as a type of pension plan in which
“the benefits to be paid or the basis for determining such
benefits are established in advance and the contributions
are intended to provide the stated benefits.”           Id.
§ 9904.412-30(a)(10). Because a defined-benefit pension
plan guarantees the payment of future benefits, the
contractor must deposit enough money into the fund to
cover all benefit payments to participants. Determining
the proper amount to deposit into the fund first requires
making estimates on a wide range of variables, such as
the expected growth of the pension fund’s assets and the
length of time before participants retire. These estimates
are known as “actuarial assumptions.” The standards
that guide actuarial assumptions are set forth in the CAS,
which define an “actuarial assumption” as “an estimate of
future conditions affecting pension cost; for example,
mortality rate, employee turnover, compensation levels,
earnings on pension plan assets, changes in values of
pension plan assets.” Id. § 9904.412-30(a)(3).
    CAS 412 requires a contractor to determine its pen-
sion costs for each cost accounting period using an “im-
mediate-gain actuarial cost method” that takes into
account the contractor’s best actuarial estimates in light
of past experience and reasonable expectations. See id.
§ 9904.412-40(b). To the extent this pension cost calcula-
tion results in an unfunded actuarial liability, CAS 412
requires the contractor to amortize this liability in equal
annual installments for a period of 10 to 30 years. See id.
§ 9904.412-50(a). CAS 412 defines an unfunded actuarial
liability as “[t]he excess of the actuarial accrued liability
over the actuarial value of the assets of a pension plan.”
Id. § 9904.412-30(a)(2). In other words, a pension fund
has an unfunded actuarial liability when the value of
benefits already earned in prior years exceeds the esti-
mated future value of the fund.
6                                 RAYTHEON COMPANY    v. US



    CAS 413 governs the adjustment and allocation of
pension costs. In particular, CAS 413 provides for two
types of pension cost adjustments: (i) adjustments based
on actuarial gains and losses (i.e., differences between
estimates and actual experience); and (ii) adjustments
based on a closed segment’s pension surplus or deficit.
Normally, CAS 413 requires actuarial gains and losses to
be amortized in equal annual installments over a 15-year
period. See 48 C.F.R. § 9904.413-50(a)(2). When a busi-
ness segment closes, however, there are no future periods
within which to adjust the pension costs applicable to that
segment. Accordingly, the Cost Accounting Standards
Board (“CAS Board”), which has “exclusive authority to
prescribe, amend, and rescind cost accounting standards,”
41 U.S.C. § 1502(a)(1) (2011), 3 recognized that “a means
must be developed to provide a basis for adjusting such
costs,” Preamble to CAS 413, 42 Fed. Reg. 37,191, 37,195
(July 20, 1977). Such a means was developed and is set
forth in CAS 413.
    CAS 413 requires the contractor, following a segment
closing, to “determine the difference between the actuarial
accrued liability for the segment and the market value of
the assets allocated to the segment[.]”         48 C.F.R.
§ 9904.413-50(c)(12). The difference between the market
value of the assets and the actuarial accrued liability for
the closed segment represents an adjustment of previous-
ly-determined pension costs. Hence, the goal of a segment
closing adjustment is to determine the present value of
the pension plan at the time of the segment’s closing and
to adjust the plan’s value to ensure it is fully-funded to
meet the promises made to the plan’s participants. The
Government and the contractor then allocate the result-
ing surplus or deficit between them. In 1995, the CAS



    3   Before January 2011, this provision was codified
at 41 U.S.C. § 422.
RAYTHEON COMPANY   v. US                                 7



Board amended CAS 413 to require, among other things,
the use of a specific formula to determine the resulting
allocation between the Government and the contractor.
See 60 Fed. Reg. 16534, 16552 (Mar. 30, 1995). If the
adjustment results in a surplus, the Government may be
entitled to recover its share from the contractor. See 48
C.F.R. § 9904.413-50(c)(12)(vi). If the adjustment results
in a deficit, the contractor may be entitled to recover its
share from the Government. See id. The Government’s
share of any adjustment surplus or deficit is allocable to
contracts within the same year as the segment closing.
Id. § 9904.413-50(c)(12)(vii).
    While CAS 412 and 413 govern the accounting treat-
ment of pension costs, FAR 31.205-6(j) governs their
allowability. In particular, this FAR provision requires
all pension costs assigned to the current year to be “fund-
ed by the time set for filing of the Federal income tax
return or any extension thereof.” FAR 31.205-6(j)(2)(i).
This timely funding requirement is repeated under sub-
paragraph (j)(3), which addresses “defined-benefit pension
plans,” and provides that “pension costs (see 48 CFR
9904.412-40(a)(1)) assigned to the current accounting
period, but not funded during it, shall not be allowable in
subsequent years[.]” Id. § 31.205-6(j)(3)(i)(A). But sub-
paragraph (j)(4), which addresses segment closings and
requires that any “adjustment amount shall be the
amount measured, assigned, and allocated in accordance
with 48 CFR 9904.413-50(c)(12),” does not directly impose
the timely funding provision. Id. § 31.205-6(j)(4)(i).
                C. TRIAL COURT DECISION
    On April 5, 2005, Raytheon filed suit in the trial
court, challenging the contracting officer’s denial of its
claims. Raytheon argued that the Government was
required to pay its share of the deficits because the seg-
ment closing adjustments complied with the requirements
of CAS 413. In response, the Government moved for
8                                  RAYTHEON COMPANY    v. US



summary judgment on the grounds that Raytheon’s
segment closing adjustments did not comply with the
FAR’s timely funding requirement. The Government also
argued in the alternative that it was entitled to a down-
ward adjustment on any recovery by Raytheon to account
for certain pension contributions made on contracts
entered into before CAS 413 was amended in 1995.
    On January 26, 2011, the trial court granted-in-part
and denied-in-part the Government’s motion for summary
judgment. The trial court relied on two previous decisions
to conclude that segment closing adjustments are not the
type of “pension costs” subject to the FAR’s annual timely
funding requirement. See, e.g., Viacom, Inc. v. United
States, 70 Fed. Cl. 649 (2006); Gen. Motors Corp. v. United
States, 66 Fed. Cl. 153 (2005). The trial court noted that
the Government has “repeated the same arguments that
this court has previously rejected in the other CAS 413
cases involving a deficit following a segment closing
adjustment” and “has not provided the court with any
reason to revisit its previous rulings.” Raytheon Co. v.
United States, 96 Fed. Cl. 548, 552 (2011) (“COFC Deci-
sion I”).
    The case proceeded to trial, and on June 16, 2012, the
trial court issued its decision in the case and determined
that Raytheon was entitled to $59,209,967.30 for the
Government’s share of the deficit adjustments for the AIS
($56,276,815.61) and Aerospace ($2,933,151.69) segments.
See Raytheon Co. v. United States, 105 Fed. Cl. 236, 302-
03 (2012) (“COFC Decision II”). The trial court found that
the Government did not meet its burden of proving that
Raytheon’s adjustment calculations for these two seg-
ments violated CAS 413.
    The trial court also held that it lacked jurisdiction to
consider the Government’s request for a downward ad-
justment of Raytheon’s recovery. The trial court conclud-
ed that the Government’s equitable adjustment must take
RAYTHEON COMPANY   v. US                                  9



the form of a claim under the Contract Disputes Act
because it is “distinct from the segment closing adjust-
ment” required under CAS 413-50(c)(12) and is instead
based on the equitable adjustment provisions of the CAS
clause, FAR 52.230-2. COFC Decision II, 105 Fed. Cl. at
286. The Government was thus required to submit its
claim to the contracting officer for a final decision before
it could be addressed by the trial court, which it failed to
do. See 41 U.S.C. § 7103(a)(3) (2011).
    Finally, the trial court found that Raytheon’s adjust-
ment calculation for the Optical segment was improper.
Because Raytheon’s pension plan covered multiple seg-
ments, CAS 413-50(c)(5) required Raytheon to use one of
two methods to initially allocate a share of the pension’s
assets to the Optical segment. Raytheon’s final adjust-
ment calculation varied depending on which allocation
method it used. Under the allocation method found at
subparagraph (c)(5)(i), Raytheon calculated a pension
deficit of $9,558,952 for the Optical segment. During
trial, Raytheon’s actuarial expert revised these calcula-
tions and came to the slightly lower deficit of $8,972,581.
Under the alternative allocation method found at subpar-
agraph (c)(5)(ii), Raytheon calculated a pension surplus of
$11,438,570. The trial court determined that Raytheon
could not use the (c)(5)(i) method to allocate pension
assets to the Optical segment because the “necessary
data” on the Optical segment’s contributions to the pen-
sion fund were not “readily determinable” for the entire
segment. Because Raytheon’s alternative calculations
under the (c)(5)(ii) allocation method resulted in an ad-
justment surplus, the trial court held that Raytheon was
not entitled to any recovery for the Optical segment.
    On appeal, the Government asks us to reverse the tri-
al court’s decision for three reasons. First, the Govern-
ment asserts that the trial court erred in concluding that
segment closing adjustments are not “pension costs”
subject to the FAR’s timely funding requirement. Second,
10                                  RAYTHEON COMPANY    v. US



the Government argues that the trial court erred in
placing the burden of proof on the Government to show
that Raytheon’s segment closing calculations violated
CAS 413. Finally, the Government argues that the trial
court erred in concluding that it lacked jurisdiction to
decide the Government’s request for a downward equita-
ble adjustment. Raytheon cross-appeals the trial court’s
rejection of its adjustment calculation for the Optical
segment.
    We have jurisdiction under 28 U.S.C. § 1295(a)(3) and
consider each of these issues in turn.
                             II.
    We review decisions of the trial court de novo “for er-
rors of law and for clear error on findings of fact.” Ind.
Mich. Power Co. v. United States, 422 F.3d 1369, 1373
(Fed. Cir. 2005); see also Scott Timber Co. v. United
States, 692 F.3d 1365, 1371 (Fed. Cir. 2012). “A [factual]
finding may be held clearly erroneous when . . . the appel-
late court is left with a definite and firm conviction that a
mistake has been committed.” Ind. Mich., 422 F.3d at
1373 (internal quotations omitted).
     We also review legal interpretations of the CAS de
novo. “When interpreting provisions of the CAS our task
is ‘to ascertain the [CAS Board’s] intended meaning when
it promulgated the CAS.’” Gates v. Raytheon Co., 584
F.3d 1062, 1067 (Fed. Cir. 2009) (quoting Allegheny
Teledyne v. United States, 316 F.3d 1366, 1373 (Fed. Cir.
2003)).
            A. TIMELY FUNDING REQUIREMENT
    The Government’s primary argument on appeal is
that the trial court erred in concluding that segment
closing adjustments are not “pension costs” subject to the
timely funding requirement of FAR 31.205-6(j). We
disagree.
RAYTHEON COMPANY   v. US                                   11



    We have previously interpreted CAS 413 and the pro-
visions governing segment closing adjustments, albeit in
the context of adjustment surpluses. See, e.g., DirecTV
Group, Inc. v. United States, 670 F.3d 1370 (Fed. Cir.
2012); Gates v. Raytheon Co., 584 F.3d 1062 (Fed. Cir.
2009); Allegheny Teledyne Inc. v. United States, 316 F.3d
1366 (Fed. Cir. 2003). In Gates, we recognized the unusu-
al nature of segment closing adjustments and concluded
that CAS 413 effectively looks to whether the Government
has over- or under-paid, in the past, its share of pension
costs for the now-closed segment. 584 F.3d at 1068. In
Allegheny Teledyne, we similarly recognized, in the con-
text of the pre-1995 version of CAS 413, that segment
closing adjustments are treated differently than annual
pension costs. 316 F.3d at 1381. But we have not yet had
occasion to address the applicability of the FAR’s annual
timely funding requirement to segment closing adjust-
ments resulting in pension deficits.
    The Government’s assertion that FAR 31.205-6(j)
clearly defines a segment closing adjustment as a “pen-
sion cost” subject to the provision’s timely funding re-
quirement is incorrect. First, the Government ignores
that neither CAS 412 nor CAS 413 treat a segment clos-
ing adjustment as a “pension cost” for purposes of the
annual timely funding provision. CAS 412 specifically
defines the four components of a pension cost, none of
which include segment closing adjustments:
   For defined-benefit pension plans, except for plans
   accounted for under the pay-as-you-go cost meth-
   od, the components of pension cost for a cost ac-
   counting period are (i) the normal cost of the
   period, (ii) a part of any unfunded actuarial liabil-
   ity, (iii) an interest equivalent on the unamortized
   portion of any unfunded actuarial liability, and
   (iv) an adjustment for any actuarial gains and
   losses.
12                                  RAYTHEON COMPANY     v. US



48 C.F.R. § 9904.412-40(a)(1).
    CAS 413 refers to segment closing adjustments as
“adjustment[s] of previously-determined pension costs,”
which suggests that the segment closing adjustment is
not itself a pension cost. 48 C.F.R. § 9904.413-50(12).
The Preamble to CAS 413 further states that a segment
closing adjustment “is not an actuarial gain or loss as
defined in the Standard” and that the “the purpose of this
provision is to serve as a basis for recognizing and adjust-
ing costs previously allocated to the segment being termi-
nated.” 42 Fed. Reg. 37,191, 37,195 (July 20, 1977)
(emphasis added). 4 The CAS Board thus intended to treat
segment closing adjustments as something different from
ordinary “pension costs” for purposes of CAS 412 and 413.
See Allegheny Teledyne, 316 F.3d at 1381 (acknowledging
that “the Board intentionally elected to treat a segment
closing adjustment differently”).
    Second, the Government argues that “the dispositive
issue is not whether the CAS 413 segment closing ad-
justment is a ‘pension cost’ for purposes of the
CAS . . . [but] whether it is a ‘pension cost’ for purposes of
the binding FAR regulation that governs the allowability
of pension cost.” This argument confuses the relationship
between the CAS and the FAR’s cost principles. Although
the Government is correct that the FAR governs all
matters of cost allowability, the CAS has exclusive au-



     4  As noted in the FAR, “The preambles are not reg-
ulatory but are intended to explain why the Standards
and related Rules and Regulations were written, and to
provide rationale for positions taken relative to issues
raised in the public comments.” FAR 30.101(d). The
Preambles are thus persuasive evidence of “the [CAS
Board’s] intended meaning when it promulgated the
CAS.” Allegheny Teledyne, 316 F.3d at 1373.
RAYTHEON COMPANY   v. US                                 13



thority over the measurement, assignment, and allocation
of costs. See 41 U.S.C. § 1502(a)(1) (2011).
    In 1970, Congress empowered the CAS Board to
“promulgate cost-accounting standards designed to
achieve uniformity and constancy in the cost-accounting
principles followed by defense contractors and subcontrac-
tors under Federal contracts.” Pub. L. No. 91-379 § 103,
84 Stat. 796 (1970) (codified at 50 U.S.C. § 2168 (repealed
1988)). In 1988, Congress established a new CAS Board
under the auspices of the Office of Federal Procurement
Policy. See Pub. L. No. 100-679 § 5, 102 Stat. 4055 (1988)
(codified at 41 U.S.C. § 1501 (2011)). By statute, the CAS
Board has the “exclusive authority to prescribe, amend,
and rescind cost accounting standards, and interpreta-
tions of the standards, . . . governing measurement,
assignment, and allocation of costs to contracts with the
Federal Government.” 41 U.S.C. § 1502(a)(1) (2011). We
have thus recognized that the CAS is the exclusive au-
thority on issues regarding the allocation of costs to cost
objectives. See, e.g., Gen. Elec. Co., Aerospace Grp. v.
United States, 929 F.2d 679, 680-81 (Fed. Cir. 1991);
United States v. Boeing Co., 802 F.2d 1390, 1394-95 (Fed.
Cir. 1986). Of relevance to this appeal, the CAS Board
has stated that “[a]llocability is an accounting concept
involving the ascertainment of contract cost. It results
from a relationship between a cost and cost objective such
that the cost objective appropriately bears all or a portion
of the cost.” Cost Accounting Standards Board Statement
of Objectives, Policies and Concepts, 57 Fed. Reg. 31,036,
31,037 (July 13, 1992).
     While the CAS governs issues of measurement, as-
signment, and allocability, “it does not determine the
allowability of categories or individual items of cost.” Id.
at 31,036. Allowability is instead governed by the cost
principles set forth in the FAR. See FAR pt. 31. Allowa-
bility reflects a policy judgment that a particular cost
incurred by the contractor should be paid by the Govern-
14                                  RAYTHEON COMPANY     v. US



ment. “A contracting agency may include in contract
terms, or in its procurement regulations, a provision that
will refuse to allow certain costs incurred by contractors
that are unreasonable in amount or contrary to public
policy.” 57 Fed. Reg. at 31,036. These same costs may
nevertheless be allocable to the contract.
     “We have specifically held that, if there is any conflict
between the CAS and the FAR as to an issue of allocabil-
ity, the CAS governs.” Boeing N. Am., Inc. v. Roche, 298
F.3d 1274, 1283 (Fed. Cir. 2002).       The CAS’s authority
over “measurement of a cost” includes “defining the
components of costs, determining the basis for cost meas-
urement, and establishing the criteria for use of alterna-
tive cost measurement techniques.” 48 C.F.R. § 9903.302-
1(a) (emphasis added). The CAS therefore has the exclu-
sive authority to define the components of a pension cost,
while the FAR determines whether that cost—as defined
by the CAS—is allowable and will be reimbursed by the
Government.
     Finally, the text of FAR 31.205-6(j) itself confirms our
conclusion that segment closing adjustments are not
ordinary pension costs subject to the timely funding
requirement. The FAR explicitly recognizes the CAS’s
authority and requires “[t]he cost of all defined-benefit
pension plans [to] be measured, allocated, and accounted
for in compliance with the provisions of [CAS 412 and
413].” FAR 31.205-6(j)(2). The timely funding require-
ment under subparagraph (j)(3), which addresses defined-
benefit pension plans, further directs the reader to CAS
412 when it uses the term “pension costs.” See id.
§ 31.205-6(j)(3)(i)(A). On the other hand, subparagraph
(j)(4), which addresses segment closing adjustments,
directs the reader to CAS 413 and provides that the
“adjustment amount shall be the amount measured,
assigned, and allocated in accordance with 48 CFR
9904.413-50(c)(12). . . .” Id. § 31.205-6(j)(4)(i).
RAYTHEON COMPANY   v. US                                   15



    As discussed above, CAS 413 treats segment closing
adjustments differently than ordinary “pension costs.”
The apparent purpose of the FAR’s timely funding re-
quirement, which is to ensure that contractors contribute
to their pension funds on an annual basis, see Gen. Motors
Corp., 66 Fed. Cl. at 158, supports the distinction between
“pension costs” and segment closing adjustments, which
do not necessarily invoke the same accounting treatment
under CAS 413. Indeed, CAS 413 allows contractors to
allocate ordinary pension costs above the tax-deductible
amount to future periods. See 48 C.F.R. § 9904.413-40(c).
As noted by the CAS Board in promulgating this provi-
sion:
   For qualified defined-benefit pension plans, . . .
   [t]he cost assigned to a period is limited to the ac-
   crued cost that can be funded without penalizing a
   contractor. . . . Portions of pension costs computed
   for a period that fall outside of the assignable cost
   corridor ($0 floor and a ceiling based on tax-
   deductibility) are reassigned to future periods.
50 Fed. Reg. 16534, 16535 (Mar. 30, 1995) (emphasis
added). At the same time, CAS 413 requires segment
closing adjustments to be allocated to the same year as
the segment closing, regardless of whether the adjust-
ment (in the event of a deficit) is above the tax-deductible
amount. See 48 C.F.R. § 9904.413-50(c)(12)(vii).
    Nothing in the text of FAR 31.205-6(j) suggests that
segment closing adjustments are subject to the provision’s
timely funding requirement. Accordingly, we hold that
segment closing adjustments pursuant to CAS 413 are not
subject to the timely funding provisions of FAR 31.205-
16                                RAYTHEON COMPANY   v. US



6(j), and Raytheon was not required to fund its pension
deficits within the same year as the segment closings. 5
                 B.   BURDEN OF PROOF
    The Government also asserts that the trial court erred
by placing the burden of proof on the Government to show
that Raytheon’s segment closing calculations did not
comply with CAS 413. The Government argues that
Raytheon should have the burden of proving its compli-
ance with CAS 413 because it is affirmatively seeking
reimbursement from the Government for these adjust-
ment deficits. We do not agree.
    Although we have not previously addressed this issue,
both the trial court and the Armed Services Board of
Contract Appeals (“ASBCA”) have for years determined
that the Government bears the burden of proving that a
contractor’s accounting practices do not comply with the
CAS. See, e.g., Sikorsky Aircraft Corp. v. United States,
110 Fed. Cl. 210, 219 (2013) (“The government bears the
burden of proof to establish that the accounting method
Sikorsky used from 1999 to 2005 did not comply with the
CAS.”); Gen. Dynamics Corp., ASBCA No. 56744, June 21,
2011, 11-2 BCA ¶ 34,787 (“The burden of proof is on the
government to establish noncompliance with the CAS.”);
Unisys Corp., ASBCA No. 41135, Apr. 26, 1994, 94-2 BCA
¶ 26,894 (“In any appeal that involves alleged noncompli-
ance with cost accounting standards, the burden is on the
Government to establish the noncompliance.”). As the



     5   The trial court was correct that Raytheon will be
required to apply the judgment to the pension deficits for
the AIS and Aerospace segments to the extent Raytheon
has not made sufficient contributions to cover these
deficits in the years following the segment closings. See
COFC Decision II, 105 Fed. Cl. at 303 n.109 (citing Gen.
Motors Corp., 66 Fed. Cl. at 159).
RAYTHEON COMPANY    v. US                                 17



ASBCA recognized, “allegations of noncompliance with
cost accounting standards normally raise questions of fact
concerning the acts or omissions which allegedly consti-
tute a violation of an applicable standard, upon which the
Government bears the burden of proof.” NI Indus., Inc.,
ASBCA No. 34943, Nov. 29, 1991, 92-1 BCA ¶ 24631.
Although decisions of the ASBCA are not binding on this
court, we nevertheless “give careful consideration and
great respect to the Board’s legal interpretations in light
of the Board’s considerable experience in the field of
government contracts.” Donley v. Lockheed Martin Corp.,
608 F.3d 1348, 1353 (Fed. Cir. 2010) (internal quotations
omitted).
     The Government concedes “that when [it] alleges con-
tractor CAS noncompliance, the Government has the
burden of proof[.]” It nevertheless makes the dubious
argument that Raytheon is instead alleging CAS noncom-
pliance by the Government. To the contrary, Raytheon
challenges the contracting officer’s final decisions conclud-
ing that Raytheon’s segment closing calculations “do[] not
comply with CAS 413[.]” Indeed, the relevant provisions
appear to be primarily focused on ensuring that the
contractor complies with the CAS and follows uniform and
consistent cost accounting practices.        See 48 C.F.R.
§ 9903.101 (“Public Law 100-679 . . . requires certain
contractors and subcontractors to comply with Cost Ac-
counting Standards (CAS) and to disclose in writing and
follow consistently their cost accounting practices.”); FAR
30.602-2 (discussing procedures for determining noncom-
pliance with CAS requirements); FAR 52.230-2 (noting
that “the Contractor, in connection with this contract,
shall . . . . [c]omply with all CAS, including any modifica-
tions and interpretations indicated thereto”).
     The Government further argues that Raytheon should
bear the burden of proof because Raytheon is asserting
“affirmative claims” against the Government. We do not
dispute the well-established rule that a contractor seeking
18                                 RAYTHEON COMPANY    v. US



an equitable adjustment for increased costs has the
burden of proving entitlement and quantum to its claim.
See Servidone Constr. Corp. v. United States, 931 F.2d
860, 861 (Fed. Cir. 1991). But Raytheon is not seeking an
equitable adjustment for a change in contract terms.
Raytheon had an existing contractual obligation to calcu-
late segment closing adjustments pursuant to CAS 413-
50(c)(12). Raytheon’s “obligation to perform an adjust-
ment on the segment closing [pursuant to CAS 413] was a
preexisting contract requirement that arises whenever a
segment closes.” Allegheny Teledyne, 316 F.3d at 1375
(emphasis added). Here, the Government bears the
burden of showing that Raytheon did, in fact, fail to follow
the terms of its contracts (i.e., that Raytheon’s segment
closing calculations do not comply with CAS 413). We
therefore hold that the Government bears the burden to
prove that a contractor’s segment closing adjustment does
not comply with the CAS, even if the adjustment is as-
serted in a claim brought by the contractor.
               C.   EQUITABLE ADJUSTMENT
    Turning to the Government’s request for an equitable
adjustment, the Government argued before the trial court
that it was entitled to a downward adjustment to Raythe-
on’s segment closing calculations to account for certain
pension contributions made on contracts entered into
before 1995, when revised CAS 413 took effect. The trial
court determined that it lacked jurisdiction over the
Government’s request for an equitable adjustment be-
cause the Government did not obtain a contracting of-
ficer’s final decision on its claim.     The trial court
concluded that such an equitable adjustment was not
within the scope of Raytheon’s claims but was instead a
separate and distinct claim that must follow the jurisdic-
tional prerequisites of the Contract Disputes Act. As set
forth below, the trial court was correct that it lacked
jurisdiction to entertain the Government’s claim under
the Contract Disputes Act.
RAYTHEON COMPANY    v. US                                 19



    In general, an equitable adjustment is a fair price ad-
justment designed to account for a change in the contract.
One type of contract “change” that entitles the Govern-
ment or the contractor to an equitable adjustment is any
required change in the contractor’s cost accounting prac-
tices after the parties entered into the contract. See
FAR 52.230-2(a)(4)(i). Entitlement to such an equitable
adjustment derives from the standard CAS clause, FAR
52.230-2, and not from any provision in the CAS.
    For this argument, the Government does not assert
that Raytheon’s segment closing calculations fail to com-
ply with revised CAS 413. Rather, the Government
asserts that Raytheon’s use of revised CAS 413 effectively
“changed” certain contracts that Raytheon entered into
before CAS 413 was amended in 1995. Prior cases from
the trial court have recognized that the use of revised
CAS 413—and the inclusion of pension costs made under
pre-1995 contracts in the recovery calculation—could
result in a change in the parties’ expectations and ac-
counting practices on contracts that incorporated the
original provisions of CAS 413. See, e.g., Viacom, 70 Fed.
Cl. at 662; Teledyne, Inc. v. United States, 50 Fed. Cl. 155,
186-87 (2001), aff’d, 316 F.3d 1366 (2003). The contractor
or the Government therefore may be entitled to an equi-
table adjustment for this change to the extent the seg-
ment closing calculation under revised CAS 413: (i)
involves the adjustment of pension contributions made
under contracts that did not include the terms of revised
CAS 413; and (ii) results in a larger amount owed than
under the original provisions of CAS 413.
    This equitable adjustment, however, is separate and
distinct from the calculation of a segment closing adjust-
ment required by CAS 413. Under the original (pre-1995)
provisions of CAS 413, the Government or the contractor
could only recover the portion of a segment closing sur-
plus or deficit attributable to pension contributions made
under cost-type contracts. Allegheny Teledyne, 316 F.3d
20                                   RAYTHEON COMPANY     v. US



at 1376-77. In 1995, however, the CAS Board revised
CAS 413 to allow recovery under both cost-type contracts
and     fixed-price   contracts.        See     48    C.F.R.
§ 9904.413.50(c)(12)(vii). Because segment closing ad-
justments are to be calculated as of the date of the seg-
ment’s closing, the contractor is required to follow revised
CAS 413 for any segment closing that occurred after 1995,
even if the segment’s contract portfolio includes contracts
entered into before 1995.
    The downward adjustment sought by the Government
here is thus not an aspect of the segment closing adjust-
ment calculation required by CAS 413—which was the
subject of the suit before the trial court—but instead
derives from the provisions of the CAS Clause, FAR
52.230-2. “An action brought before the Court of Federal
Claims under the [Contract Disputes Act] must be based
on the same claim previously presented to and denied by
the contracting officer.” Scott Timber Co. v. United
States, 333 F.3d 1358, 1365 (Fed. Cir. 2003) (internal
quotations omitted). Accordingly, the Government’s claim
under FAR 52.230-2 for an equitable adjustment is out-
side the scope of Raytheon’s segment closing adjustments
and must take the form of a separate claim under the
Contract Disputes Act subject to a written decision by the
contracting officer.
     It is a bedrock principle of government contract law
that contract claims, whether asserted by the contractor
or the Government, must be the subject of a contracting
officer’s final decision. See 41 U.S.C. § 7103(a)(3) (2011).
Before January 2011, the relevant provision was codified
at section 605(a), which provided:
     All claims by the government against a contractor
     relating to a contract shall be the subject of a de-
     cision by the contracting officer. . . . The contract-
     ing officer shall issue his decisions in writing, and
RAYTHEON COMPANY    v. US                                  21



    shall mail or otherwise furnish a copy of the deci-
    sion to the contractor.
41 U.S.C. § 605(a). Under the Contract Disputes Act,
obtaining a final decision is a jurisdictional prerequisite
to any subsequent action before a Board of Contract
Appeals or the trial court. See, e.g., Sharman Co. v.
United States, 2 F.3d 1564, 1568 (Fed. Cir. 1993) (“Under
the CDA, a final decision by the contracting officer on a
claim, whether asserted by the contractor or the govern-
ment, is a ‘jurisdictional prerequisite’ to further legal
action thereon.”), overruled on other grounds by Reflec-
tone, Inc. v. Dalton, 60 F.3d 1572 (Fed. Cir. 1995) (en
banc). The purpose of this requirement is “to create
opportunities for informal dispute resolution at the con-
tracting officer level and to provide contractors with clear
notice as to the government’s position regarding contract
claims.” Applied Cos. v. United States, 144 F.3d 1470,
1478 (Fed. Cir. 1998). This jurisdictional prerequisite
applies even when a claim is asserted as a defense. See M.
Maropakis Carpentry, Inc. v. United States, 609 F.3d
1323, 1331 (Fed. Cir. 2010) (holding that a party “seeking
an adjustment of contract terms must meet the jurisdic-
tional requirements and procedural prerequisites of the
[Contract Disputes Act], whether asserting the claim
against the government as an affirmative claim or as a
defense to a government action”).
    There is no evidence in the record of a contracting of-
ficer’s final decision in which the Government asserts this
equitable adjustment against Raytheon. Nor does the
contracting officer’s final decision denying Raytheon’s
request for recovery of the Government’s share of the
pension deficits alert Raytheon of the Government’s
entitlement to this equitable adjustment. Therefore,
because the Government’s equitable adjustment claim
was never the subject of a contracting officer’s final deci-
sion, the trial court lacked jurisdiction to decide the issue.
22                                  RAYTHEON COMPANY    v. US



               D. RAYTHEON’S CROSS-APPEAL
    Raytheon cross-appeals the trial court’s decision deny-
ing any recovery related to the Optical segment. Raythe-
on challenges the trial court’s finding that Raytheon did
not have sufficient “readily determinable” data on the
Optical segment’s contributions to the pension fund to use
the asset allocation method of CAS 413-50(c)(5)(i) in its
segment closing calculation. We affirm.
    When a pension plan covers multiple business seg-
ments and one of those segments closes, CAS 413 requires
the contractor, as part of its segment closing calculation,
to make an initial allocation of a share of the pension’s
assets to the closed segment. 48 C.F.R. § 9904.413-
50(c)(12)(ii). This allocation must be made in accordance
with the methodology outlined in CAS 413-50(c)(5). In
particular, this provision requires contractors to use one
of the following two methods to make this initial alloca-
tion:
     (i) If the necessary data are readily determina-
     ble, the funding agency balance to be allocated to
     the segment shall be the amount contributed by,
     or on behalf of, the segment, increased by income
     received on such assets, and decreased by benefits
     and expenses paid from such assets. . . . ; or
     (ii) If the data specified in paragraph (c)(5)(i) of
     this subsection are not readily determinable for
     certain prior periods, the market value of the as-
     sets of the pension plan shall be allocated to the
     segment as of the earliest date such data are
     available. Such allocation shall be based on the
     ratio of the actuarial accrued liability of the seg-
     ment to the plan as a whole, determined in a
     manner consistent with the immediate gain actu-
     arial cost method or methods used to compute
     pension cost.
RAYTHEON COMPANY   v. US                               23



Id. § 9904.413-50(c)(5). A contractor can only use the
allocation method described in CAS 413-50(c)(5)(i) if “the
necessary data” on the segment’s contributions to the
pension fund “are readily determinable.” Otherwise, the
contractor must use the allocation method described in
CAS 413-50(c)(5)(ii).
    Optical was first established as a segment in 1990 by
Hughes Aircraft Company (“Hughes”), which acquired a
division of PerkinElmer Corporation. At that time, em-
ployees of the Optical segment were covered by Hughes’s
pension plan, known as the Hughes Nonbargaining Plan.
Although the Hughes Nonbargaining Plan initially re-
quired regular employee contributions, the plan became
noncontributory for all employees hired after December 1,
1991. Existing employees, however, were allowed to
continue making contributions to the plan if they chose.
The only employer contribution that was made to the Plan
while it covered the Optical segment occurred in 1991,
when Hughes made a $55,172,000 contribution. Because
the plan as a whole was over-funded, no additional em-
ployer contributions were made. In 1997, Raytheon and
Hughes merged, and Raytheon placed all former Hughes
employees (including employees of the Optical segment)
on the Raytheon Nonbargaining Plan, which covered a
number of additional business segments.
    Following Raytheon’s sale of the Optical segment in
2001, it initially calculated a segment closing deficit of
$9,558,952. During trial, Raytheon’s actuarial expert
revised these calculations and came to the slightly lower
deficit of $8,972,581. It arrived at these numbers by
separating the noncontributory participants from the
contributory participants and calculating different ad-
justments for these two groups. For contributory partici-
pants, Raytheon applied the ratio of pension liabilities
attributable to those contributory participants who
worked at Optical compared to all contributory partici-
pants covered by the plan. As the trial court noted, this
24                                  RAYTHEON COMPANY     v. US



“is the method identified in (c)(5)(ii).” See id. § 9904.413-
50(c)(5)(ii) (“Such allocation shall be based on the ratio of
the actuarial accrued liability of the segment to the plan
as a whole[.]”). For noncontributory participants, howev-
er, Raytheon used the (c)(5)(i) allocation method after
assuming that the $55,172,000 contribution was for the
sole benefit of the noncontributory participants, which
gave Raytheon a data point from which it could “readily
determin[e]” the necessary data. Using these two meth-
ods, Raytheon calculated an adjustment deficit for the
noncontributory participants and a surplus for the con-
tributory participants.
     The trial court disagreed with Raytheon’s “mixed” cal-
culation and held that Raytheon should not have used
different allocation methods for the contributory and
noncontributory participant groups.       The trial court
concluded that Raytheon ignored the significant pension
surplus associated with the pension plan as a whole and
relied on assumptions that were contrary to fact. In
particular, the court noted that Raytheon “erroneously
assumed that the noncontributory participants are not
beneficiaries of the pension surplus in the Nonbargaining
plan and then incorrectly created a separate and identifi-
able pension deficit attributable to the noncontributory
participants in that plan.” COFC Decision II, 105 Fed. Cl.
at 295-96. The trial court also found that Raytheon
ignored that the $55 million contribution was for the plan
as a whole and was used to pay the benefits of both con-
tributory and noncontributory participants.
    On appeal, Raytheon argues that the trial court erred
in its interpretation that the (c)(5)(i) allocation method
does not permit the use of reasonable estimates and
assumptions. Contrary to Raytheon’s contentions, the
trial court explicitly acknowledged that the (c)(5)(i) alloca-
tion method permits reliance on reasonable estimates and
assumptions. As the trial court noted, this allocation
method may be used whenever “there is sufficient ‘readily
RAYTHEON COMPANY   v. US                                25



determinable’ data available to support reasonable as-
sumptions regarding the segment’s contribution to the
pension asset base as a whole.” Id. at 295. The trial court
rejected Raytheon’s adjustment calculation because
Raytheon “made assumptions in its (c)(5)(i) calculations
that were contrary to the facts.” Id. Hence, contrary to
Raytheon’s argument, the trial court did not conclude that
(c)(5)(i) prohibits the use of assumptions.
    Nor did the trial court determine that CAS 413 pro-
hibits a contractor from separately calculating assets and
liabilities of different groups of employees within the
same segment. The trial court instead reasoned that a
contractor must be consistent in the method it uses to
allocate pension assets across the entire segment. The
trial court’s conclusion is supported by the text of CAS
413-50(c)(5), which requires a contractor to allocate “a
share in the undivided market value of the assets of the
pension plan to that segment,” using one of two allocation
methods, and not a mix of allocation methods. CAS 413-
50(c)(5) (emphasis added). This language thus implies
that the contractor will use the same method to allocate
assets across the entire segment and may not switch
methods to allocate assets to different groups within the
same segment. We therefore hold that CAS 413-50(c)(5)
requires contractors to apply the same allocation method
across the entire segment. As a result, we affirm the trial
court.
                            III.
    We have considered the parties’ other arguments, but
as they do not affect the outcome of our decision, we do
not address them. We therefore affirm the decision of the
trial court.
                      AFFIRMED
                           COSTS
   Each side shall bear its own costs.
