Vision: Be the global leader in advancing national security and driving sustained
value and opportunity for our customers, employees, shareholders, communities
and suppliers, in accordance with our values.
Mission: To deliver the world’s most powerful ships and all-domain solutions
in service of the nation, creating the advantage for our customers to protect
peace and freedom around the world.
Values: Integrity, Safety, Respect, Engagement, Responsibility and Performance
HII IS A GLOBAL, ALL-DOMAIN DEFENSE PROVIDER.
AS THE NATION’S LARGEST MILITARY SHIPBUILDER, AND WITH A MORE THAN
135-YEAR HISTORY OF ADVANCING U.S. NATIONAL SECURITY, HII DELIVERS
CRITICAL CAPABILITIES EXTENDING FROM SHIPS TO UNMANNED SYSTEMS,
CYBER, ISR, AI/ML AND SYNTHETIC TRAINING. HEADQUARTERED IN VIRGINIA,
HII’S WORKFORCE IS 44,000 STRONG. FOR MORE INFORMATION, VISIT HII.COM.
MISSION TECHNOLOGIES
A DIVISION OF HII
INGALLS SHIPBUILDING
A DIVISION OF HII
NEWPORT NEWS
SHIPBUILDING
A DIVISION OF HII
HII 1
2 2024 ANNUAL REPORT
DEAR FELLOW
SHAREHOLDER
For 2024, we recorded $11.5 billion in revenue and $12.1 billion
in new contract awards, bringing our total backlog to
$48.7 billion.
The demand for our products and services — from our
nuclear-powered aircraft carriers and submarines, to our
surface combatants, to our all-domain advanced technology
solutions — continues to grow. To meet those needs, we are
continuing to pursue innovative contracting approaches that
incentivize greater investments in our workforce, facilities
and technology. Over the years, we have committed to
generating growth, managing risk and delivering strong
returns. These remain our top shareholder priorities.
Our shipbuilding milestones in 2024 reflect our
continued focus on meeting our contractual commitments
to our customers throughout each of our programs. Our
shipbuilding milestones in 2024 include:
Ingalls Shipbuilding delivered amphibious transport dock
USS Richard M. McCool, Jr. (LPD 29) to U.S. Navy.
Ingalls launched San Antonio-class amphibious transport
dock Harrisburg (LPD 30).
Ingalls authenticated the keel of Arleigh Burke-class
Flight III destroyer Sam Nunn (DDG 133).
Newport News Shipbuilding delivered Virginia-class
submarine USS New Jersey (SSN 796) to the U.S. Navy.
NNS redelivered Virginia-class submarine USS Montana
(SSN 794) to U.S. Navy following its post-shakedown
availability.
NNS delivered the first Columbia-class ballistic missile
submarine stern to GD Electric Boat.
NNS christened Virginia-class submarine
Arkansas (SSN 800).
NNS moved Ford-class aircraft carrier Enterprise (CVN 80),
enabling construction of two aircraft carriers at once in the
same dry dock.
NNS completed dry dock work for the refueling and
complex overhaul on Nimitz-class aircraft carrier
USS John C. Stennis (CVN 74).
NNS launched Virginia-class submarine
Massachusetts (SSN 798).
Our execution on current contracts also led to
opportunities for new work. Ingalls was awarded a
$9.6 billion multi-ship procurement contract to build three
San Antonio-class amphibious transport docks, and a
contract modification for the next America-class large-
deck amphibious assault ship. The combined procurement
is the first of its kind for amphibious ships. NNS also won an
advanced planning contract with potential value over
$900 million for the refueling and complex overhaul of
USS Harry S. Truman (CVN 75).
Mission Technologies secured awards with a total
contract value of over $12 billion in 2024, continuing its strong
track record of top-line growth and margin expansion.
WE WILL REMEMBER 2024 AS A YEAR WE ACHIEVED IMPORTANT
MILESTONES, AFFIRMED THE ALIGNMENT OF OUR PORTFOLIO WITH OUR
CUSTOMERS’ NEEDS, AND POSITIONED THE COMPANY FOR IMPROVED
OPERATIONAL PERFORMANCE.
HII 3
$11.5 Billion
ANNUAL REVENUE
$48.7 Billion
BACKLOG
Among the division wins:
Awarded $6.7 billion contract to provide electronic
warfare engineering and technical services support for
the U.S. Air Force.
Awarded $3 Billion LOGIX contract to support
national defense.
Awarded $458 Million contract to modernize IT
architecture for U.S. Department of Defense.
Awarded $305 Million contract to protect U.S. regional
interests in the Republic of Korea.
Awarded $209 Million contract to support U.S. Air Force
weapons systems development and sustainment.
Awarded $197 Million contract to support Joint Force
readiness.
Awarded CHIPS and Science Act microelectronics
technical project.
During the year, we announced the reorganization
of Mission Technologies into four groups, down from the
previous six business units, simplifying the division’s structure
around key growth initiatives thereby reducing operational
costs and enhancing competitiveness. This more efficient
alignment of the portfolio, talent, and resources supports
continued long-term business growth.
We are also strengthening our participation in the
tri-lateral AUKUS security agreement between the United
States, United Kingdom and Australia. We see Pillar I of
AUKUS — in which Australia acquires conventionally
armed, nuclear-powered submarines — as a $250 billion
opportunity over the next 30 years, and Pillar II aligns with
our core capabilities in Mission Technologies.
In 2024, we entered into a definitive agreement to
acquire substantially all of the assets of W International, a
South Carolina-based advanced metal fabricator, allowing us
to accelerate throughput at NNS in support of the U.S. Navy
and AUKUS.
We are confident in our ability to work through the
current challenges facing companies across the globe,
and we will continue to drive performance improvement
in our shipyards, expand capacity and throughput, and
secure equitable contract solutions that address our current
economic and production environment.
At HII, our workforce of 44,000 is disciplined and
dedicated to our mission: To deliver the world’s most
powerful ships and all-domain solutions in service of the
nation, creating the advantage for our customers to protect
peace and freedom around the world. We unite under our
mission and values, knowing that when we win, we do it
the right way. That’s why HII remains on the Forbes list of
America’s Best Large Employers and why we are a top
employer of military veterans.
ON BEHALF OF YOUR COMPANY, THANK YOU FOR
YOUR SUPPORT OF HII’S VITAL MISSION.
ADMIRAL KIRKLAND H. DONALD
U.S. Navy (Ret.)
Chairman of the Board
CHRIS KASTNER
President and CEO
OPERATING RESULTS
($ in millions, except per share amounts)
2024
2023
Sales and Service Revenues
$ 11,535
$ 11,454
Operating Income
535
781
Segment Operating Income(1)
573
842
Segment Operating Margin(1)
5.0%
7.4 %
Diluted EPS
13.96
17.07
Net Cash Provided by Operating Activities
393
970
Free Cash Flow(2)
40
692
(1) Segment operating income and segment operating margin are non-GAAP financial measures that exclude operating FAS/
CAS adjustment and non-current state income taxes. Please see the page that precedes the back cover of this report for a
reconciliation of these measures to GAAP.
(2) Free cash flow is a non-GAAP financial measure defined as net cash provided by operating activities less capital
expenditures net of related grant proceeds. Please see the page that precedes the back cover of this report for a
reconciliation of these measures to GAAP.
DDG 133
Ingalls Shipbuilding
Authenticated
Destroyer Sam Nunn
(DDG 133) Keel
SSN 800
NNS Christened
Fast-Attack
Submarine
Arkansas (SSN 800)
CVN 80
NNS Moved Aircraft Carrier
Enterprise (CVN 80) for First
Time, Enabling Construction of
Two Aircraft Carriers at Once
CVN 74
NNS Completed
Dry Dock Work for
Aircraft Carrier
USS John C. Stennis
(CVN 74) Refueling
and Complex
Overhaul
SSN 798
NNS Launched
Fast-Attack Submarine
Massachusetts (SSN 798)
ACCOMPLISH
A YEAR OF PROVEN
4 2024 ANNUAL REPORT
INGALLS Awarded Amphibious
Multi-Ship Procurement Contracts
Valued at $9.6 Billion
MISSION TECHNOLOGIES
Awarded $3 Billion LOGIX
Contract to Support National
Defense
NNS Awarded $913 Million
Advanced Planning Contract
for Aircraft Carrier USS Harry S.
Truman (CVN 75) Refueling and
Complex Overhaul
MISSION TECHNOLOGIES
Awarded $458 Million Contract to
Modernize IT Architecture for U.S.
Department of Defense
MISSION TECHNOLOGIES
Awarded $305 Million Contract to
Protect U.S. Regional Interests in
the Republic of Korea
MISSION TECHNOLOGIES
Awarded $209 Million Contract
to Support U.S. Air Force Weapons
Systems Development and
Sustainment
MISSION TECHNOLOGIES
Awarded $197 Million Contract to
Support Joint Force Readiness
MISSION TECHNOLOGIES
Awarded CHIPS and Science Act
Microelectronics Technical Project
HII Awarded $197 Million Contract
to Research and Develop
Technology Enhancements for
U.S. Army Combat Vehicle Fleet
2024
CONTRACTS
SSN 794
NNS Redelivered
Fast-Attack Submarine
USS Montana (SSN 794)
to U.S. Navy Following
Post-Shakedown
Availability
LPD 29
Ingalls Shipbuilding
Delivered Amphibious
Transport Dock USS
Richard M. McCool, Jr.
(LPD 29) to U.S. Navy
SSN 796
NNS Delivered
Fast-Attack
Submarine
USS New Jersey
(SSN 796) to
U.S. Navy
HMENTS
LPD 30
Ingalls Shipbuilding
Launched Amphibious
Transport Dock
Harrisburg (LPD 30)
NNS Delivered
First Columbia-Class
BALLISTIC
MISSILE
SUBMARINE
STERN
HII 5
6 2024 ANNUAL REPORT
INVESTING FOR OUR FUTURE
WORKFORCE
AND FACILITIES
OUR WORKFORCE
HII is a people-centric business, and investing in our
workforce continues to be core to our success.
We are taking new and innovative approaches to hire
new employees, develop our existing talent pool and
incentivize our employees so they better connect to the
mission of serving the national defense.
Across the company, HII invests more than $110 million a
year in workforce development, education and training
initiatives, including:
• Apprenticeship programs at each of our divisions.
• Academic partnerships with two- and four-year
colleges and universities as well as regional pre-hire
training programs.
• Science, technology, engineering and math (STEM)
investments in elementary, middle and high schools.
HII remains on Forbes’ lists of Best
Large Employers and Best Employers
for Veterans
LARGEST INDUSTRIAL EMPLOYER IN BOTH
MISSISSIPPI AND VIRGINIA
7,000+ ENGINEERS AND DESIGNERS
15% VETERANS
TECHNOLOGY & FACILITIES
Whether it’s augmented reality apps to improve worker safety,
smart welding machines for our craft personnel or machine
learning for our buyers, all of our strategic investments aim to
make each worker more efficient and proficient at their jobs.
• Accelerating Learning: Shipbuilding teams are participating
in innovative craft learning centers as well as virtual and
augmented reality training cells.
• Artificial Intelligence: Data analytics and pilot projects
utilizing artificial intelligence find faster solutions to material
delivery delays and mitigate their impacts to ship assembly
schedules.
• Digital Twins: Allow the engineers to solve problems in the lab
before we install solutions on this ship.
• Data Analytics: We are using data analytics to find potential
employees opportunities to make their carriers more fulfilling.
Once they are hired, we’re retaining them by conducting
surveys and soliciting feedback to learn about opportunities
to make them more fulfilled with their careers.
Expanding Our Capacity: In December 2024, HII announced
an agreement to acquire the assets of W International, a
South Carolina-based complex metal fabricator specializing
in the manufacture of shipbuilding structures, modules and
assemblies. HII completed the transaction in January 2025. The
facility operates under Newport News Shipbuilding and includes
about 500 workers and more than 480,000 square feet of
manufacturing space.
Investing in Our Suppliers: We deploy engineers or quality
assurance personnel, buyers, project managers and other
personnel to assist suppliers in ways that improve their
performance, processes and their hiring practices. This
investment ensures we receive materials to build ships on time.
Investing in Efficiency: The investments in fixture based
manufacturing through the use of Segment Assembly
Machine (SAM) fixtures is proving to be effective. When
NNS employees evacuated the stern of the second-in-class
Columbia ballistic missile submarine from the SAM fixture,
it was 22% more complete than the first-in-class ship’s
stern. Once the Joint Manufacturing and Assembly Facility
is completed in 2026, it will have more than 560,000 square
feet of covered manufacturing space with four SAM fixtures.
1,400+ MASTER SHIPBUILDERS
WORKING AT NEWPORT NEWS
SHIPBUILDING AND INGALLS
SHIPBUILDING WHO HAVE BEEN
WITH THE COMPANY FOR 40 OR
MORE YEARS
HII 7
MISSION
TECHNOLOGIES
8 2024 ANNUAL REPORT
MISSION TECHNOLOGIES CELEBRATED A
RECORD YEAR IN 2024, HAVING BOOKED
MORE THAN $12 BILLION IN NEW CONTRACTS
INCLUDING:
$3 Billion
LOGIX CONTRACT TO
SUPPORT NATIONAL DEFENSE
$6 Billion
CONTRACT TO PROVIDE ELECTRONIC
WARFARE ENGINEERING AND TECHNICAL
SERVICES SUPPORT FOR THE U.S. AIR FORCE
1.33x
BOOK TO BILL IN FY24
$691
2016
$2,937
2024
Mission
Technologies
Revenue
($ in millions)
+325%
I’m confident these changes will make us even more
competitive, improve the quality of our services for
our customers, and ensure the long-term health of
our business.
“
”
ANDY GREEN
Executive Vice President of HII and President of
Mission Technologies
IN 2024, MISSION TECHNOLOGIES CONSOLIDATED ITS OPERATIONAL GROUPS TO OPTIMIZE FOR
CONTINUED LONG-TERM GROWTH
ALL-DOMAIN
OPERATIONS
C5ISR operations; platforms
and logistics support; and
intelligence analysis
UNCREWED
SYSTEMS
Unmanned underwater
vehicles (UUVs); unmanned
surface vehicles (USVs);
and autonomy software
GLOBAL
SECURITY
Live, virtual, constructive
(LVC) solutions; fleet
sustainment; nuclear and
environmental services; and
Australia business
WARFARE
SYSTEMS
Cyber and mission IT;
electronic warfare; and
C5ISR systems
HII 9
ALIGNING
WITH AUKUS
10 2024 ANNUAL REPORT
Pillar I:
HII is strengthening our efforts that will enable
Australia to acquire, support, and maintain a nuclear-
powered, conventionally armed submarine fleet and
the necessary ancillary infrastructure, workforce
development, and supplier uplift activities.
Newport News Shipbuilding is uniquely positioned to
play a significant role in Australia’s pursuit of Virginia-
class submarines.
Mission Technologies possesses the disciplined nuclear
operations talent and capability to support Australia’s
growing nuclear support environment.
Pillar II:
Our extensive expertise in advanced cyber and
electronic warfare, artificial intelligence, autonomy
and undersea capabilities, C5ISR operations, and
nuclear shipbuilding expertise is being used to support
AUKUS Pillar II.
Pillar II of the AUKUS agreement fits well within HII’s
Mission Technologies skillset:
• Advanced cyber
• Artificial intelligence
• Autonomy
• Data sharing
• Defense innovation
• Electronic warfare
• Undersea capabilities
Cross Pillar Opportunities:
We have a strong position for cross-pillar opportunities
such as:
• Crewed-uncrewed undersea capabilities
• Live, virtual, constructive training
• Predictive maintenance
HII HAS A PROVEN TRACK RECORD OF SAFELY AND EFFICIENTLY BUILDING THE BEST
SUBMARINES IN THE WORLD FOR OUR U.S. NAVY CUSTOMER, AND DELIVERING ADVANCED
ALL-DOMAIN MILITARY CAPABILITIES FOR AMERICA AND ITS ALLIES AND PARTNERS.
HII IS PREPARED TO LEVERAGE OUR LONGSTANDING EXPERTISE IN NUCLEAR
SHIPBUILDING AND DEFENSE TECHNOLOGIES, AND OUR PRESENCE IN CANBERRA,
AUSTRALIA, IN SUPPORT OF AUKUS
HII 11
Creating Global AUKUS Partnerships
HII is committed to nurturing strong relationships with
suppliers and partners in Australia whose products,
services and capabilities advance our customers’
missions and meet our strategic business objectives.
Through this coalition of suppliers and partners, HII has
developed an agile industrial base that delivers world-
class performance.
Headquartered in Canberra, HII Australia is leveraging
HII’s proven track record in construction of nuclear-
powered submarines, advanced technologies, and
infrastructure development including workforce and
supply chain, in support of the Australia, United Kingdom,
and United States (AUKUS) security partnership.
HII Australia provides maintenance, modernization,
unmanned systems development, engineering, design,
logistics, prototyping, software development, network
and database management, as well as end-to-end
training solutions.
HII is working with Australian industry and academic
institutions to collaborate on the development of a
workforce in Australia to support the AUKUS agreement.
This workforce will require the education of thousands of
qualified Australian engineering, maritime and nuclear
trade and professional workers to support the nation’s
nuclear-powered submarine enterprise through its
lifecycle, beginning with infrastructure, sustainment and
supply chain development.
HII is the founding
member of the AUKUS
Workforce Alliance
(AWA), a dedicated
partnership committed
to preparing a skilled
workforce in support of
all steps of Australia’s
optimal pathway to
sovereign nuclear-
powered submarines.
Company Values
HII is an active corporate partner in the
communities where we do business and
dedicated to being a workplace of choice,
recognized by Forbes as one of America’s
best large employers three years in a row.
Every day we make a commitment and hold
ourselves accountable to doing the right thing
and meeting the highest standards of ethics,
compliance and integrity.
Integrity, respect, responsibility, safety,
performance and engagement are the
foundation of our work, guiding our actions
and decisions to demonstrate the highest
standards of professional and ethical behavior.
Together, we are united by our mission in
service of the success of our people, the
security of our nation and the future of
freedom around the world.
SUSTAINABILITY
12 2024 ANNUAL REPORT
Internal sustainability governance includes leadership and direction from our
Chief Sustainability Officer, with support from our Corporate Sustainability
Committee and senior leadership; day-to-day management by a team of
director-level subject matter experts; and execution and performance tracking
by cross-divisional tiger teams.
The maturation of our sustainability program is evident in several key areas:
Progress Towards Goals
We have set and are actively working towards ambitious sustainability targets,
demonstrating our commitment to continuous improvement.
Health & Safety Goals
The addition of Health & Safety Goals underscores our dedication to the
well-being of our employees and the communities we serve.
Human Rights Policy
Implementing a Human Rights Policy highlights our commitment to ethical
practices and respect for human rights across our operations.
CDP Questionnaire
Our participation in the CDP Questionnaire helps us benchmark our
performance and identify areas for improvement in our environmental impact.
Enhanced GHG Emissions Processes
We have enhanced our processes and controls for greenhouse gas (GHG)
emissions collection, calculation, and reporting, ensuring accuracy and reliability.
Limited Assurance
Obtaining Limited Assurance for our GHG emissions data demonstrates our
commitment to transparency and accountability.
Climate Disclosure Report
In 2023, we published our first Climate Disclosure Report, outlining our
strategies, actions, and progress in addressing climate-related risks and
opportunities.
Annual Sustainability Reporting
We have published three Sustainability Reports (in November 2022, April 2023,
and April 2024) since launching our sustainability program in March 2022,
reflecting our ongoing commitment to transparency.
OUR GOVERNANCE STRUCTURE STARTS WITH OVERSIGHT
FROM THE BOARD AND ITS COMMITTEES, WHICH HAVE
ALLOCATED RESPONSIBILITY FOR EACH OF HII’S INDIVIDUAL
SUSTAINABILITY FOCUS AREAS.
2024
FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission file number 001-34910
______________________________________________
HUNTINGTON INGALLS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
90-0607005
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
4101 Washington Avenue, Newport News, Virginia 23607
(Address of principal executive offices and zip code)
(757) 380-2000
(Registrant’s telephone number, including area code)
______________________________________________
Securities registered pursuant to section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
HII
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth
company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 28, 2024, the aggregate market value (based upon the closing price of the stock on the New York Stock Exchange) of the registrant's
common stock held by non-affiliates was approximately $9,671 million.
As of January 31, 2025, 39,130,163 shares of the registrant's common stock were outstanding.
______________________________________________
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Rule 14A for the registrant's 2025
Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K.
Table of Contents
TABLE OF
CONTENTS
Page
PART I
Item 1.
BUSINESS
1
Item 1A.
RISK FACTORS
11
Item 1B.
UNRESOLVED STAFF COMMENTS
28
Item 1C.
CYBERSECURITY
28
Item 2.
PROPERTIES
30
Item 3.
LEGAL PROCEEDINGS
30
Item 4.
MINE SAFETY DISCLOSURES
31
PART II
Item 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
32
Item 6.
[RESERVED]
33
Item 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
33
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
54
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
56
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
56
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME
59
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
60
CONSOLIDATED STATEMENTS OF CASH FLOWS
62
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
64
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
102
Item 9A.
CONTROLS AND PROCEDURES
102
Item 9B.
OTHER INFORMATION
103
Item 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
103
PART III
Item 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
104
Item 11.
EXECUTIVE COMPENSATION
106
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
107
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
107
Item 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
107
PART IV
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
108
Item 16.
FORM 10-K SUMMARY
113
SIGNATURES
114
Table of Contents
i
PART I
ITEM 1. BUSINESS
History and Organization
Huntington Ingalls Industries, Inc. ("HII", the "Company", "we", "us", or "our") is a global, all-domain defense partner,
building and delivering the world's most powerful, survivable naval ships and technologies that safeguard America’s
seas, sky, land, space, and cyber. For more than a century, our Ingalls Shipbuilding segment ("Ingalls") in
Mississippi and Newport News Shipbuilding segment ("Newport News") in Virginia have built more ships in more
ship classes than any other U.S. naval shipbuilder, making us America's largest shipbuilder. Our Mission
Technologies segment develops integrated technology solutions and products that enable today's connected, all
domain force. Headquartered in Newport News, Virginia, we employ over 44,000 people domestically and
internationally.
We conduct most of our business with the U.S. Government, primarily the Department of Defense ("DoD"). As prime
contractor, principal subcontractor, team member, or partner, we participate in many high-priority U.S. defense
programs. Ingalls includes our non-nuclear ship design, construction, repair, and maintenance businesses. Newport
News includes all of our nuclear ship design, construction, overhaul, refueling, and repair and maintenance
businesses. Our Mission Technologies segment provides a wide range of services and products, including
command, control, computers, communications, cyber, intelligence, surveillance, and reconnaissance systems and
operations; the application of artificial intelligence and machine learning to battlefield decisions; defense and
offensive cyberspace strategies and electronic warfare; uncrewed autonomous systems; live, virtual, and
constructive training solutions; fleet sustainment; and critical nuclear operations.
Ingalls
Through our Ingalls segment, we design and construct non-nuclear ships for the U.S. Navy and U.S. Coast Guard,
including amphibious assault ships, expeditionary warfare ships, surface combatants, and national security cutters
("NSC"). We are the sole builder of amphibious assault ships and one of two builders of surface combatants for the
U.S. Navy. We are the sole builder of large multi-mission NSCs for the U.S. Coast Guard. Our Ingalls segment is
located in Pascagoula, Mississippi on 800 acres along the Pascagoula River.
Amphibious Assault Ships
We construct amphibious assault ships and expeditionary warfare ships for the U.S. Navy, which include U.S. Navy
large deck amphibious assault ships ("LHA") and amphibious transport dock ships ("LPD"), respectively. The LHA is
a key component of the Department of the Navy's requirement for Expeditionary Strike Groups/Amphibious
Readiness Groups, and design, construction, and modernization of LHAs are core to our Ingalls operations. In
2007, we were awarded the construction contract for USS America (LHA 6), the first in a class of enhanced
amphibious assault ships designed from the keel up to be an aviation optimized Marine assault platform. We are
currently constructing Bougainville (LHA 8) and Fallujah (LHA 9). In 2023, we were awarded a long-lead-time
material contract for Helmand Province (LHA 10), and in 2024, we were awarded a contract modification for the
detail design and construction of Helmand Province (LHA 10).
The LPD program is a long-running production program of expeditionary warfare ships. We delivered USS Fort
Lauderdale (LPD 28) in 2022 and Richard M. McCool Jr. (LPD 29) in 2024. We are currently constructing
Harrisburg (LPD 30), and Pittsburgh (LPD 31). In 2023, we were awarded a contract to construct Philadelphia (LPD
32). In 2024, we were awarded a multi-ship procurement contract for the construction of Travis Manion (LPD 33),
LPD 34 (unnamed), and LPD 35 (unnamed).
Surface Combatants
We are a design agent for, and one of only two companies that constructs, Arleigh Burke class guided missile
destroyers ("DDG"), a class of surface combatant. We have delivered 35 Arleigh Burke class (DDG 51) destroyers
to the U.S. Navy, including USS Jack H. Lucas (DDG 125) in 2023, USS Lenah H. Sutcliffe Higbee (DDG 123) in
2022, and USS Frank E. Petersen Jr. (DDG 121) in 2021. In 2018, we were awarded a multi-year contract for
construction of six Arleigh Burke class (DDG 51) destroyers and, in 2020,a contract to construct an additional
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Arleigh Burke class (DDG 51) destroyer. In 2023, we were awarded a multi-year contract for construction of six
more Arleigh Burke class (DDG 51) destroyers, as well as the first option ship, for a total of seven ships. We are
currently constructing Ted Stevens (DDG 128), Jeremiah Denton (DDG 129), George M. Neal (DDG 131), Sam
Nunn (DDG 133), and Thad Cochran (DDG 135).
National Security Cutters
The U.S. Coast Guard's recapitalization program is replacing aging and operationally expansive ships and aircraft
used to conduct missions in excess of 50 miles from the shoreline. The flagship of this program is the Legend class
NSC, a multi-mission platform we designed and continue to build. In 2018, we were awarded long-lead-time
material and construction contracts for Calhoun (NSC 10), which was delivered to the U.S. Coast Guard in 2023.
Newport News
The core business of our Newport News segment is designing and constructing nuclear-powered aircraft carriers
and submarines, and the refueling and overhaul and the inactivation of nuclear-powered aircraft carriers. Our
Newport News shipyard is located on approximately 550 acres near the mouth of the James River, which adjoins
the Chesapeake Bay.
Design, Construction, Refueling and Complex Overhaul, and Inactivation of Aircraft Carriers
Engineering, design, and construction of U.S. Navy nuclear aircraft carriers ("CVN") are core to Newport News
operations. Aircraft carriers are the largest ships in the U.S. Navy's fleet, with a displacement of over 90,000 tons.
Newport News has designed and built more than 31 aircraft carriers for the U.S. Navy since 1933, including all ten
Nimitz class (CVN 68) aircraft carriers currently in active service, as well as the first ship of the next generation
Gerald R. Ford class (CVN 78) aircraft carriers.
We delivered USS Gerald R. Ford (CVN 78), the first aircraft carrier of the Gerald R. Ford class to the U.S. Navy in
2017. Beginning in 2009, we received contract awards totaling $8.8 billion for construction preparation, detail
design, and construction of the second Gerald R. Ford class (CVN 78) aircraft carrier, John F. Kennedy (CVN 79).
In addition, we have received contract awards valued at $15.3 billion for detail design and construction of the Gerald
R. Ford class (CVN 78) aircraft carriers, Enterprise (CVN 80) and Doris Miller (CVN 81).
We continue to be the exclusive prime contractor for nuclear aircraft carrier refueling and complex overhaul
("RCOH"). Each RCOH takes nearly four years to complete, with the work accounting for approximately 35% of all
maintenance and modernization during an aircraft carrier's 50 year service life. RCOH services include propulsion
work (refueling of reactors; propulsion plant modernization; and propulsion plant repairs), restoration of service life
(dry docking, tank, and void maintenance; hull, shafting, propellers, and rudders; launch and recovery system;
piping repairs; and component refurbishment), and modernization (electrical systems; aviation support systems;
warfare; interoperability; and environmental compliance). We provide ongoing maintenance services for the U.S.
Navy aircraft carrier fleet through both RCOH and fleet support services worldwide.
USS George Washington (CVN 73) was redelivered to the U.S. Navy in 2023 after completion of its RCOH, and we
are currently performing the RCOH of USS John C. Stennis (CVN 74). We believe our current position as the
exclusive designer and builder of nuclear-powered aircraft carriers, our RCOH performance on the first seven Nimitz
class (CVN 68) carriers, our highly trained workforce, the capital-intensive nature of RCOH work, and high barriers
to entry due to required nuclear expertise position us well for RCOH contract awards on the remaining Nimitz class
(CVN 68) carriers, as well as future RCOH work on Gerald R. Ford class (CVN 78) aircraft carriers.
Aircraft carriers have a lifespan of approximately 50 years, and we believe the ten Nimitz class (CVN 68) carriers we
delivered that are currently in active service, as well as Gerald R. Ford class (CVN 78) aircraft carriers, present
significant opportunities for inactivation contracts as they reach the end of their lifespans. We believe we are well
positioned to be the U.S. Navy's shipyard of choice for these contract awards.
Design and Construction of Nuclear-Powered Submarines
We are one of only two companies in the United States currently capable of designing and building nuclear-powered
submarines for the U.S. Navy. Newport News has delivered 64 submarines to the U.S. Navy since 1960, comprised
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of 50 fast attack and 14 ballistic missile submarines. Our nuclear submarine program, located at our Newport News
shipyard, includes construction, engineering, design, research, and integrated planning.
Virginia Class (SSN 774) Submarines
We have a teaming agreement with Electric Boat Corporation ("Electric Boat"), a division of General Dynamics
Corporation ("General Dynamics"), to build Virginia class (SSN 774) fast attack nuclear submarines. Under the
teaming arrangement, we build the stern, habitability and machinery spaces, torpedo room, sail, and bow, while
Electric Boat builds the engine room, control room, and pressure hull structure. Work on the reactor plant and the
final assembly, test, outfit, and delivery of the submarines to the U.S. Navy alternates between Electric Boat and us.
The four submarines of the first block, six submarines of the second block, and eight submarines of the third block
of Virginia class (SSN 774) submarines have been delivered. In 2014, the team was awarded a construction
contract for the fourth block of ten Virginia class (SSN 774) submarines, which contemplated production of two
submarines per year. The first submarine of the Block IV contract was delivered in 2020, and five more submarines
have been delivered through 2024. The remaining four boats of the Block IV contract are in the final assembly and
test phases of construction.
In 2019, the team was awarded a construction contract for the fifth block of nine Virginia class (SSN 774)
submarines, and, in 2021, an option for a 10th submarine was exercised, continuing the two submarines per year
production rate. Ten of the Block V boats are in manufacturing and outfitting stages of construction.
In 2023, the team was awarded a contract modification for advance procurement for long lead-time material in
support of two additional Block V boats, bringing the total Block V boats to 12. In 2023 and 2024, the team received
contract awards for advance procurement of long-lead-time material in support of all ten Block VI boats.
Columbia Class (SSBN 826) Submarines
Newport News is participating in the design and construction of the Columbia class (SSBN 826) nuclear ballistic
missile submarines ("SSBN") as a replacement for the current aging Ohio class submarines, which were first
introduced into service in 1981. The Columbia class (SSBN 826) program currently anticipates 12 new ballistic
missile submarines. We perform design work as a subcontractor to Electric Boat, and we have entered into a
teaming agreement with Electric Boat to build modules for the entire Columbia class (SSBN 826) submarine
program that leverages our Virginia class (SSN 774) experience. Contract award for the first two Columbia class
submarines (SSBN 826 and SSBN 827) and construction start of the first Columbia class (SSBN 826) submarine
occurred in late 2020. In 2023, we were awarded a contract modification for long-lead-time material and advance
construction in support of five additional Columbia class (SSBN 826) boats, also referred to as Build II of the class.
Naval Nuclear Support Services
Newport News provides additional services to and in support of the U.S. Navy, ranging from services supporting the
Navy's carrier and submarine fleets to maintenance services at U.S. Navy training facilities. Fleet support services
include design, construction, maintenance, and disposal activities for in-service U.S. Navy nuclear ships worldwide
through mobile and in-house capabilities. We also provide maintenance services on nuclear reactor prototypes,
such as those at the Kenneth A. Kesselring Site, a research and development facility in New York that supports the
U.S. Navy, which were completed in 2024.
Mission Technologies
Our Mission Technologies segment is organized into four groups, All-Domain Operations, Warfare Systems, Global
Security, and Uncrewed Systems, and specializes in a wide range of services and products across our capabilities.
Capabilities including command, control, computers, communications, cyber, intelligence, surveillance, and
reconnaissance systems and operations; the application of artificial intelligence and machine learning to battlefield
decisions; defense and offensive cyberspace strategies and electronic warfare; uncrewed autonomous systems;
live, virtual, and constructive training solutions; fleet sustainment; and critical nuclear operations.
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Command, control, computers, communications, cyber, intelligence, surveillance, and
reconnaissance ("C5ISR")
Designs, develops, integrates, and manages the sensors, systems, and other assets necessary to support
integrated C5ISR operations and accelerated decision-making. These business activities provide data fusion and
mission management capabilities for the DoD, the combatant commands, and the intelligence community.
Cyber and electronic warfare ("CEW&S")
Works within our nation’s intelligence and cyber operations communities to defend U.S. interests in cyberspace and
anticipate emerging threats. Our capabilities in cybersecurity, network architecture, reverse engineering, software,
and hardware development uniquely enable our ability to support sensitive missions for the U.S. military and federal
agency partners. We also develop, test, and integrate leading-edge AI and machine learning algorithms to optimize
and accelerate the nation’s mission-critical systems and platforms.
Live, virtual, and constructive solutions ("LVC")
A trusted partner to our military customers, our capabilities include designing, developing, and operating the largest
live, virtual, and constructive enterprise that prepares warfighters for cross-domain battle. Our training connects live
environments with virtual platforms and simulated (constructive) threats to prepare trainees through integrated, real-
world scenarios before they are in harm’s way. This is a modern and distributed approach to U.S. military training.
Fleet Sustainment
Provides comprehensive life-cycle sustainment to the U.S. Navy fleet and other DoD and commercial maritime
customers. Services include maintenance, modernization, and repair on all ship classes; naval architecture, marine
engineering, and design; integrated logistics support; technical documentation development; warehousing, asset
management, and material readiness; operational and maintenance training development and delivery; software
design and development; IT infrastructure support and data delivery and management; and cyber security and
information assurance. We also provide undersea vehicle and specialized craft development and prototyping
services.
Uncrewed systems
Develops advanced uncrewed systems for defense, marine research, and commercial applications. Serving
customers in more than 30 countries, we provide design, autonomy, manufacturing, testing, operations, and
sustainment of uncrewed systems, including uncrewed underwater vehicles and uncrewed surface vessels.
Nuclear and Environmental Services
Nuclear and Environmental Services support the Department of Energy’s ("DoE") national security mission through
the management and operation of DoE sites, as well as the safe cleanup of legacy waste across the country.
Through participation in joint ventures, including Newport News Nuclear BWXT Los Alamos, LLC ("N3B"), Mission
Support and Test Services, LLC ("MSTS"), and Savannah River Nuclear Solutions, LLC ("SRNS"), we meet
customers’ toughest nuclear and environmental challenges.
Customers
Our revenues are primarily derived from the U.S. Government, including the U.S. Navy, the U.S. Coast Guard, the
DoD, the DoE, and other federal agencies. In 2024, 2023, and 2022, approximately 80%, 81%, and 82%,
respectively, of our revenues were generated from the U.S. Navy.
Intellectual Property
We develop new technologies that are incorporated into the products and services we provide to our customers. We
also develop new manufacturing processes and systems-integration technologies and processes that we use to
produce our products and to provide services to our customers. In addition to owning intellectual property, we
license intellectual property rights to and from other parties. The U.S. Government generally receives non-exclusive
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licenses to certain intellectual property we develop in the performance of U.S. Government contracts and unlimited
license rights in technical data developed under our U.S. Government contracts when such data is developed
entirely at government expense. The U.S. Government may use or authorize other parties to use the intellectual
property we license to the government. While our intellectual property rights are important to our operations, we do
not believe that any existing patent, license, or other intellectual property right is of such importance that its loss or
termination would have a material impact on our business. See "Risk Factors" in Item 1A for further discussion
regarding risks related to intellectual property.
Seasonality
No material portion of our business is seasonal. The timing of our revenue recognition is based on multiple factors,
including the timing of contract awards, the incurrence of contract costs, contract cost estimation, and unit
deliveries. See Note 2: Summary of Significant Accounting Policies in Item 8.
Backlog
As of December 31, 2024 and 2023, our total backlog was approximately $48.7 billion and $48.1 billion,
respectively. We expect approximately 21% of backlog at December 31, 2024, to be converted into sales in 2025.
Raw Materials
We rely on third parties to provide raw materials. The most significant material we use is steel. Other materials we
use in large quantities include paint, aluminum, pipe, electrical cables, electronic components, fittings, custom
machine items, and sensors. In connection with our U.S. Government contracts, we are required to procure certain
materials and component parts from supply sources approved by the U.S. Government. For long-term contracts, we
generally solicit price quotations for many of our material requirements from multiple suppliers to ensure competitive
pricing. While we have not generally been dependent upon any one supply source, we currently have only one
supplier for certain component parts as a result of consolidation in the defense industry. We have experienced
challenges with access to, and the pricing of, certain raw materials, components, and other supplies due to, in part,
labor shortages and inflation. The inability to procure the necessary raw materials, components, and other supplies
for our products on a timely and cost-effective basis has negatively affected, and could continue to negatively affect,
our results of operations, financial condition, and/or cash flows. We endeavor to mitigate supply chain risk through
various measures, such as negotiating long-term agreements with certain raw material suppliers and through price
escalation provisions in certain customer contracts. See "Risk Factors" in Item 1A for further discussion regarding
risks related to raw materials.
Regulatory Matters
We operate in heavily regulated markets and must comply with a variety of laws and regulations, including those
relating to the award, administration, and performance of U.S. Government contracts, as well as legal and
regulatory requirements relating to, among others, cybersecurity, environmental protection, and our nuclear
operations. These requirements increase our contract performance costs and compliance costs and risks. See "Risk
Factors" in Item 1A for further discussion regarding risks related to regulatory matters.
Government Contracting
We are overseen and audited by the U.S. Government and its agencies, including the U.S. Navy's Supervisor of
Shipbuilding, the Defense Contract Audit Agency ("DCAA"), and the Defense Contract Management Agency
("DCMA"). These agencies evaluate our contract performance, cost structures, and compliance with applicable
laws, regulations, and standards. If an audit uncovers improper or illegal activities, we may be subject to
administrative, civil, or criminal proceedings, which could result in fines, penalties, repayments, or compensatory,
treble, or other damages. Certain U.S. Government findings against a contractor can also lead to suspension or
debarment from future U.S. Government contracts or the loss of export privileges.
U.S. Government agencies also evaluate the adequacy of our business systems and processes relative to U.S.
Government requirements. Our business systems subject to audit or review include our accounting systems,
purchasing systems, government property management systems, estimating systems, earned value management
systems, and material management accounting systems. The U.S. Government has the ability to decrease or
withhold contract payments if it determines significant deficiencies exist in one or more of our business systems.
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The U.S. Government generally has the ability to terminate contracts, in whole or in part, with little or no prior notice,
for convenience or for default based upon performance. In the event of termination of a contract for convenience, a
contractor is normally able to recover costs already incurred on the contract and profit on incurred costs up to the
amount authorized under the contract, but not the profit that would have been earned had the contract been
completed. Such a termination could also result in the cancellation of future work on the related program. A
termination resulting from our default could expose us to various liabilities, including excess re-procurement costs,
and could have a material effect on our ability to compete for future contracts.
Our contracts with the U.S. Government sometimes result in Requests for Equitable Adjustments ("REAs"), which
represent requests for the U.S. Government to make appropriate adjustments to contract terms, including pricing,
delivery schedule, technical requirements, or other affected terms, due to changes to the original contract
requirements and resulting delays and disruption for which the U.S. Government is responsible. We submit and
negotiate REAs in the ordinary course of business, and large REAs are not uncommon at the conclusion of both
new construction and RCOH activities. REAs can result in claims under the Contract Disputes Act of 1978 in cases
in which we cannot reach agreement with the U.S. Government.
U.S. Government regulations determine contractor costs that are allowable and therefore recoverable from the
government, and certain costs are not allowable and therefore not recoverable. The U.S. Government also
regulates the methods by which allowable costs, including overhead, are allocated to government contracts. Costs
we incur that are not allowable under the Federal Acquisition Regulation (the “FAR”) or U.S. Cost Accounting
Standards (“CAS”) or that are otherwise determined to be unallowable or improperly allocated to a specific contract
are not recoverable or must be refunded if already reimbursed.
Our business, including contracts with U.S. Government agencies and subcontracts with other prime contractors, is
subject to a variety of laws and regulations, including the FAR, the Defense Federal Acquisition Regulation
Supplement ("DFARS"), the Truth in Negotiations Act, the Procurement Integrity Act, the False Claims Act, CAS, the
International Traffic in Arms Regulations promulgated under the Arms Export Control Act, the Close the Contractor
Fraud Loophole Act, and the Foreign Corrupt Practices Act. A noncompliance determination by a government
agency may result in reductions in contract values, contract modifications or terminations, penalties, fines,
repayments, compensatory, treble, or other damages, or suspension or debarment. We are also subject to evolving
cyber security and data privacy and protection laws and regulations, which increase our costs and compliance risks
and may affect our competitiveness, cause reputational harm, and expose us to damage claims, substantial fines,
and other penalties. See Note 6: Revenue under Item 8 and "Risk Factors" in Item 1A for further information
regarding our contracts.
Nuclear
Our nuclear operations are subject to various safety related requirements imposed by the U.S. Navy, the DoE, and
the U.S. Nuclear Regulatory Commission. In the event of noncompliance, these agencies may increase regulatory
oversight, impose fines, or shut down our operations, depending on their assessment of the severity of the
noncompliance. In addition, new or revised security and safety requirements imposed by the U.S. Navy, the DoE,
and the Nuclear Regulatory Commission could necessitate substantial capital and other expenditures.
Subject to certain requirements and limitations, our contracts with the U.S. Navy and the DoE generally provide for
indemnity by the U.S. Government for losses resulting from our nuclear operations. For our commercial nuclear
operations, we rely primarily on insurance carried by nuclear facility operators for risk mitigation, and we maintain
limited insurance coverage for losses in excess of the coverage of facility operators. See "Risk Factors" in Item 1A
for further information regarding nuclear regulatory matters.
Environmental
Our operations are subject to federal, state, and local laws and regulations relating to the protection of the
environment. Substantial fines, penalties, and criminal sanctions may be imposed for noncompliance, and certain
environmental laws impose joint and several "strict liability" for remediation of spills and releases of oil and
hazardous substances. Such laws and regulations impose liability upon a party for environmental cleanup and
remediation costs and damage without regard to negligence or fault on the part of such party and could expose us
to liability for the conduct of or conditions caused by third parties.
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We accrue estimated costs to perform environmental remediation when we determine it is probable we will incur
expenses in the future, in amounts we can reasonably estimate, to address environmental conditions at currently or
formerly owned or leased operating facilities, or at sites where we are named a Potentially Responsible Party
("PRP") by the U.S. Environmental Protection Agency ("EPA") or similarly designated by another environmental
agency. Uncertainties regarding the extent of required remediation, determination of legally responsible parties, and
the status of laws and regulations and their interpretations make future environmental remediation costs difficult to
estimate and can cause our estimated remediation costs to change.
We believe we are in material compliance with environmental laws and regulations, and historical environmental
compliance costs have not been material to our business. We could be affected by new or evolving environmental
laws, regulations, or policies. We have made investments we believe are necessary to comply with environmental
legal requirements, but we expect to incur future capital and operating costs to comply with current and future
environmental laws and regulations. We do not currently believe such costs will have a material effect on our
financial position, results of operations, or cash flows. See "Risk Factors" in Item 1A and Note 15: Commitments
and Contingencies under Item 8 for further information regarding environmental matters.
Competitive Environment
In our business of designing, building, overhauling, and repairing military ships, we primarily compete with General
Dynamics and, in the case of certain non-nuclear shipbuilding programs, smaller shipyards. The smaller shipyards
sometimes team with large defense contractors. Intense competition related to programs, resources, funding, and
long operating cycles are key characteristics of both our shipbuilding business and the shipbuilding defense industry
in general. It is common industry practice to share work on major programs among a number of companies. A
company competing to be a prime contractor may, upon ultimate award of the contract to another party, become a
subcontractor for the prime contracting party. It is not uncommon to compete for a contract award with a peer
company and simultaneously serve as a supplier to or a customer of such competitor on other contracts. The nature
of major defense programs, conducted under binding long-term contracts, enables companies that perform well to
benefit from a level of program continuity not common in many industries.
We believe we are well-positioned in our shipbuilding markets. Because we are the only company currently capable
of building, refueling, and inactivating the U.S. Navy's nuclear-powered aircraft carriers, we believe we are
positioned well to be awarded future contracts to perform such activities. Even so, the government periodically
revisits whether refueling of nuclear-powered aircraft carriers should be performed in private or public facilities. If a
U.S. Government shipyard were to become capable and engaged in the refueling of nuclear-powered aircraft
carriers, our market position would likely be significantly and adversely affected.
While we have competed with another large defense contractor to build large deck amphibious ships, we are
currently the only builder of large deck amphibious assault ships and expeditionary warfare ships for the U.S. Navy,
including LHAs and LPDs. We are also the sole builder of NSCs for the U.S. Coast Guard. We are one of only two
companies currently capable of designing and building nuclear-powered submarines for the U.S. Navy, and we are
party to long-term teaming agreements with the other company for the production of both Virginia class (SSN 774)
fast attack nuclear submarines and Columbia class (SSBN 826) ballistic missile submarines. We are one of only two
companies that builds the U.S. Navy's current fleet of Arleigh Burke class (DDG 51) destroyers and are positioned
well to be awarded future contracts for surface combatant ships.
Our Mission Technologies segment competes domestically and internationally against large aerospace and defense
("A&D") companies, primarily L3 Harris, Amentum, ManTech, Leidos, and, increasingly, small businesses serving
the intelligence community. To a lesser extent, our lines of business compete on certain contracts with major prime
A&D contractors, including Lockheed Martin, General Dynamics, Northrop Grumman, RTX Corporation, and
Boeing.
Key competitive factors in the Mission Technologies segment include technology capabilities; innovative cyber
advances and artificial intelligence; the ability to develop and implement complex, integrated solutions; the ability to
meet delivery schedules; and cost effectiveness. Our success depends on investments in our people, technologies,
and products to meet the evolving needs of our customers. To remain competitive, we must be able to identify
emerging technology trends and consistently provide superior service, while understanding customer priorities and
maintaining customer relationships.
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Our success depends upon our ability to develop, market, produce, and deliver our products and services at costs
and on schedules consistent with our customers' expectations, as well as our ability to provide the workforce,
technologies, facilities, equipment, and financial capacity needed to deliver those products and services with
maximum efficiency.
Human Capital Resources
We recognize that our employees are our most important resources and serve as the foundation for our ability to
achieve financial and strategic objectives. Our employees are critical to driving operational execution, meeting
customer expectations, delivering strong financial performance, advancing innovation, and maintaining a strong
quality and compliance program. Our leaders believe each employee contributes to our success.
We have over 44,000 employees. We are the largest industrial employer in Virginia and the largest private employer
in Mississippi. We employ individuals specializing in 19 crafts and trades, with approximately 7,000 engineers and
designers and approximately 4,600 employees with advanced degrees. Our workforce contains many third-, fourth-,
and fifth-generation employees, and approximately 1,525 employees with more than 40 years of continuous service.
Employees in our shipbuilding segments with more than 40 years of continuous service achieve the honor of
“Master Shipbuilder.” As of December 31, 2024, we had 1,260 Master Shipbuilders at Newport News and 213 at
Ingalls. We also employ more than 6,500 veterans across the enterprise.
In addition, over 1,400 apprentices are enrolled in more than 27 crafts and advanced programs at our two
shipbuilding segments. From nuclear pipe welders to senior executives, we employ approximately 4,100 apprentice
school alumni at Newport News and Ingalls.
Approximately 45% of our employees are covered by a total of nine collective bargaining agreements. Newport
News has three collective bargaining agreements covering represented employees, which expire in February 2027,
December 2027 and April 2029. Ingalls has five collective bargaining agreements covering represented employees,
all of which expire in March 2026. Approximately 15 Mission Technologies employees in Klamath Falls, Oregon are
covered by a collective bargaining agreement that expires in June 2025.
We have not experienced a work stoppage in more than 25 years at Newport News and more than 17 years at
Ingalls. We are committed to working effectively with our existing unions and believe our relationship with our
represented employees is satisfactory.
The success and growth of our business depends in large part on our ability to attract, retain, and develop a skilled
workforce of talented and high-performing employees at all levels of our organization. To succeed in the markets in
which we compete for labor, we have developed key workforce development, recruitment, and retention strategies
and objectives that we focus on as part of the overall management of our business. These strategies and objectives
form the pillars of our human capital management framework and are advanced through the following programs,
policies, and initiatives:
Competitive Pay and Benefits - Our compensation programs are designed to ensure we have the ability to attract,
retain, and motivate employees to achieve our objectives.
•
We provide employee base wages and salaries that are competitive and consistent with employee
positions, skill levels, experience, knowledge, and geographic location.
•
We utilize nationally recognized surveys and outside compensation and benefits consulting firms to
independently evaluate the effectiveness of our employee and executive compensation and benefit
programs and to provide benchmarking against our peers within the industry.
•
The structure of our executive compensation programs balances incentive earnings for both short-term and
long-term performance, and we align our executive long-term equity compensation metrics with long-term
shareholder interests.
•
Employees are eligible for health insurance, paid and unpaid leaves, 401(k) plans, and life and disability/
accident insurance coverage. We also offer a variety of benefits that allow employees to select the options
that meet their needs, including: annual leave/paid time off; paid holidays, flexible work arrangements/
schedules; telemedicine; parental leave; and a wellness program that includes physical, mental, and
financial wellness components. We also fund the operation of Family Health Centers near our two
shipyards, which provide a full range of medical, lab, pharmacy, dental, physical therapy, and vision
services.
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Recruitment, Training, and Workforce Development - We are focused on attracting, retaining, and developing a
skilled workforce, and in 2024, we hired approximately 10,000 new employees. To help us meet the increasing
demand for talent, we maintain multiple talent pipelines and continue to review and update our talent management
strategies to meet operational needs.
One of the key components of our approach to workforce development is to “grow our own.” We operate two
apprentice schools, one at Ingalls and one at Newport News. The Newport News Apprentice School was founded in
1919, and the Ingalls Apprentice School was founded in 1952. The two apprentice schools combined have
graduated over 15,500 graduates since their inceptions. The schools are nationally renowned and are critical to
training both our craft/trades and technical workforce, as well as developing the future leaders of our company. The
Ingalls Apprentice School has partnered with the Mississippi Gulf Coast Community College to permit their
apprentices to earn credits toward an associate’s degree. The Newport News Apprentice School has partnered with
two community colleges, as well as Old Dominion University, to enable apprentices to earn a bachelor’s degree in
Mechanical Engineering, Electrical Engineering, or Modeling & Simulation.
In addition to operating our own apprentice schools, we maintain partnerships with colleges and universities, military
bases for transitioning veterans, and regional community colleges to enable us to recruit and hire engineering, IT,
and other technical talent. Working closely with state and local government leaders, we also have facilitated local,
regional, and state-wide workforce development and education initiatives that include pre-K programs, high school
trades programs/talent development labs, pre-hire trades/technical community college programs, interns/co-ops
with colleges and universities, adult trades programs, veterans and military spouses training programs, and
unemployed/underemployed training programs.
We view our workforce development process as critical to our success and have developed a robust and effective
succession planning process that ensures continuity in our leadership ranks. Since our founding in 2011, we have
followed our succession plans over 80% of the time when replacing a vacancy in an existing vice president position,
and we have filled approximately 80% of newly created vice president positions with internal hires. See "Risk
Factors" in Item 1A for further information regarding our human capital resources.
Environmental, Health & Safety (“EH&S”) - The health, safety, and well-being of our employees, together with
protection of the environment in the communities in which we operate, is one of our core values and rooted in our
culture across the enterprise. We prioritize, manage, and carefully track safety performance and integrate sound
environmental, safety, and health practices to make a meaningful difference in every facet of our operations,
particularly at our shipbuilding segments and at DoE sites on which Mission Technologies segment employees
work.
Safety goals are included in operational metrics under the Newport News and Ingalls compensation programs. We
also use a wide variety of training courses, pre-job “Take Five” crew talks, medical surveillance programs, and
employee involvement to focus our workforce on EH&S. At Newport News and Ingalls, a key component of our
EH&S program is the utilization of health and safety teams, which are comprised of production and maintenance
employees and front-line managers whose goal is to educate, engage, and empower our workforce toward a culture
that strives to reduce injury, illness, and environmental impacts. We employ programs focused on identifying,
reporting, and abating near misses and other programs that aim to recognize, evaluate, and control hazards, and
track multiple metrics related to occupational injuries as one of several methods to monitor our safety performance.
Available Information
We maintain a website at the following address: hii.com. We make available on or through our website certain
reports and amendments to those reports that we file with or furnish to the Securities and Exchange Commission
("SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These include
our Annual Reports on Form 10–K, our Quarterly Reports on Form 10–Q, and our Current Reports on Form 8-K. We
make this information available on our website free of charge as soon as reasonably practicable after we
electronically file the information with, or furnish it to, the SEC.
In addition, we routinely post on the "Investors" page of our website (ir.hii.com) news releases, announcements, and
other statements about our business and results of operations, some of which may contain information that may be
deemed material to investors. Therefore, we encourage investors to monitor the "Investors" page of our website and
review the information we post on that page.
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References to our websites in this report are provided as a matter of convenience and do not constitute, and should
not be viewed as, incorporation by reference of the information contained on, or available through, the website.
Accordingly, such information should not be considered part of this report.
The SEC also maintains a website at sec.gov that contains reports, proxy statements, and other information about
SEC registrants, including us.
Cautionary Statement Regarding Forward-Looking Statements
Statements in this Annual Report on Form 10-K and in our other filings with the SEC, as well as other statements
we may make from time to time, other than statements of historical fact, constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-
looking statements by words such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes,"
"estimates," "guidance," "outlook," "predicts," "potential," "continue," and similar words or phrases or the negative of
these words or phrases. These statements relate to future events or our future financial performance and involve
known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity,
performance, or achievements to be materially different from any future results, levels of activity, performance, or
achievements expressed or implied by these forward-looking statements. Although we believe the expectations
reflected in the forward-looking statements are reasonable when made, we cannot guarantee future results, levels
of activity, performance, or achievements. There are a number of important factors that could cause our actual
results to differ materially from the results anticipated by our forward-looking statements, which include, but are not
limited to:
•
our dependence on the U.S. Government for substantially all of our business
•
significant delays or reductions in appropriations for our programs and/or changes in customer priorities and
requirements (including government budgetary constraints, shifts in defense spending, and changes in
customer short-range and long-range plans);
•
our ability to estimate our future contract costs, including cost increases due to inflation, labor challenges,
changes in trade policy, or other factors and our efforts to recover or offset such costs and/or changes in
estimated contract costs, and perform our contracts effectively;
•
changes in business practices, procurement processes and government regulations and our ability to
comply with such requirements;
•
adverse economic conditions in the United States and globally;
•
our level of indebtedness and ability to service our indebtedness;
•
our ability to deliver our products and services at an affordable life cycle cost and compete within our
markets;
•
our ability to attract, retain, and train a qualified workforce;
•
subcontractor and supplier performance and the availability and pricing of raw materials and components;
•
our ability to execute our strategic plan, including with respect to share repurchases, dividends, capital
expenditures, and strategic acquisitions;
•
investigations, claims, disputes, enforcement actions, litigation (including criminal, civil, and administrative),
and/or other legal proceedings, and improper conduct of employees, agents, subcontractors, suppliers,
business partners, or joint ventures in which we participate, including the impact on our reputation or ability
to do business;
•
changes in key estimates and assumptions regarding our pension and retiree health care costs;
•
security threats, including cyber security threats, and related disruptions;
•
natural and environmental disasters and political instability;
•
health epidemics, pandemics and similar outbreaks; and
•
other risk factors discussed herein and in our other filings with the SEC.
There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not
expect to have a material adverse effect on our business, and we undertake no obligation to update or revise any
forward-looking statements. You should not place undue reliance on any forward-looking statements that we may
make.
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Item 1A. Risk Factors
Our consolidated financial position, results of operations and cash flows are subject to various risks, many of which
are not exclusively within our control, that may cause actual performance to differ materially from historical or
projected future performance. We encourage you to consider carefully the risk factors described below when
evaluating the information contained in this report as the outcome of one or more of these risks could have a
material adverse effect on our financial position, results of operations and/or cash flows.
Risk Factor Summary
Our business is subject to a number of risks that, if realized, could materially affect our business, prospects,
operating results and financial condition. These risks are discussed more fully below, and include, but are not limited
to, the following:
Industry and Economic Risk Factors
•
We depend on the U.S. Government for substantially all of our business, and risks associated with
conducting business with the U.S. Government could have a material adverse effect on our financial
position, results of operations, or cash flows.
•
Significant delays or reductions in appropriations for our programs and/or changes in customer priorities
could have a material adverse effect on our financial position, results of operations, or cash flows.
•
Changes in estimates used in contract accounting and contract cost growth have affected and could
continue to affect our profitability and our overall financial position.
•
Changes to DoD business practices could have a material effect on DoD's procurement process and
adversely impact our current programs and potential new awards.
•
Competition within our markets or an increase in bid protests may reduce our revenues and market share.
•
Our level of indebtedness and our ability to make payments on or service our indebtedness may adversely
affect our financial and operating activities or our ability to incur additional debt.
•
We have classified contracts with the U.S. government, which limits investor insight into portions of our
business.
Business and Operational Risk Factors
•
Cost growth on flexibly priced contracts that does not result in higher contract prices due from customers
reduces our profit and exposes us to the potential loss of future business.
•
We depend on the recruitment and retention of qualified personnel, and challenges associated with our
ability to attract, train and retain such personnel have harmed and may continue to negatively impact our
business.
•
Our earnings and profitability depend, in part, upon subcontractor performance and raw material and
component availability and pricing.
•
Our future success depends in part on our ability to increase our current and future shipbuilding capacity. If
we are unable to do so, or to do so in a cost-effective manner, our business could be materially adversely
affected.
•
Many of our contracts include performance obligations that incorporate innovative designs, state-of-the-art
manufacturing expertise, or new technologies, or otherwise are dependent upon factors not wholly within
our control, and failure to meet performance expectations could adversely affect our profitability and future
prospects.
•
Changes in key estimates and assumptions associated with postretirement benefit plans, such as discount
rates and assumed long-term returns on assets, actual investment returns on our pension plan assets, and
legislative and regulatory actions could significantly affect our financial position, results of operations, and
cash flows.
•
We could be negatively impacted by security threats, including cyber security threats, and related
disruptions.
•
We utilize artificial intelligence, which could expose us to liability or adversely affect our business, especially
if we are unable to compete effectively with others in adopting artificial intelligence.
•
Our business is subject to disruptions caused by natural disasters, environmental disasters, and other
events that could have a material adverse effect on our financial position, results of operations, or cash
flows.
•
We face risks related to health epidemics, pandemics, and similar outbreaks.
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•
Our business could be negatively impacted if we are unsuccessful negotiating new collective bargaining
agreements.
•
Changes in future business conditions could cause business investments, recorded goodwill, and/or
purchased intangible assets to become impaired, resulting in losses and write-downs that would reduce our
operating income.
Legal and Regulatory Risk Factors
•
As a U.S. Government contractor, we are heavily regulated and could be adversely affected by changes in
regulations or negative findings from a U.S. Government audit or investigation.
•
We are subject to investigations, claims, litigation, disputes and other legal proceedings that could ultimately
be resolved against us.
•
Environmental costs could have a material adverse effect on our financial position, results of operations, or
cash flows.
•
Our nuclear operations subject us to environmental, regulatory, financial, and other risks.
•
Our reputation and our ability to conduct business may be impacted by the improper conduct of employees,
agents, suppliers, subcontractors or business partners.
•
Changes in tax laws and regulations or exposure to additional tax liabilities could adversely affect our
financial results.
•
We may be unable to adequately protect our intellectual property rights, which could affect our ability to
compete.
•
Anti-takeover provisions in our organizational documents and Delaware law, as well as regulatory
requirements, could delay or prevent a change in control.
•
Our Restated Bylaws include an exclusive forum requirement for certain litigation that may be initiated by
our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for such
disputes with us or our directors, officers, or employees.
General Risk Factors
•
Our insurance coverage may be inadequate to cover all of our significant risks or our insurers may deny
coverage of material losses we incur, which could adversely affect our profitability and financial position.
•
Market volatility and adverse capital market conditions may affect our ability to access cost-effective
sources of funding and may expose us to risks associated with the financial viability of suppliers and
subcontractors.
•
If we fail to manage acquisitions, joint ventures, equity investments, and other transactions successfully or if
acquired businesses or equity investments fail to perform as expected, our financial results, business, and
future prospects could be harmed.
•
We can provide no assurance we will continue to increase our dividends or repurchase shares of our
common stock.
Industry and Economic Risk Factors
We depend on the U.S. Government for substantially all of our business, and risks associated with
conducting business with the U.S. Government could have a material adverse effect on our financial
position, results of operations, or cash flows.
We conduct most of our business with the U.S. Government, primarily the DoD. The majority of our business
consists of the design, construction, repair, and maintenance of nuclear-powered ships and non-nuclear ships for
the U.S. Navy and coastal defense surface ships for the U.S. Coast Guard, as well as the refueling and overhaul
and inactivation of nuclear-powered ships for the U.S. Navy. We also provide integrated solutions that enable
today's connected, all-domain force, including C5ISR systems and operations; the application of artificial intelligence
and machine learning to battlefield decisions; defense and offensive cyberspace strategies and electronic warfare;
uncrewed autonomous systems; live, virtual, and constructive training solutions; fleet sustainment; and critical
nuclear operations. Substantially all of our revenues in 2024 were derived from products and services sold to the
U.S. Government, and we expect this to continue for the foreseeable future. In addition, substantially all of our
backlog as of December 31, 2024, was related to products and services deliverable to the U.S. Government. Our
U.S. Government contracts are subject to various risks, including customer political and budgetary constraints and
processes, changes in customer short-term and long-term strategic plans, the timing of contract awards, significant
changes in contract scheduling, recessionary impacts on government spending, intense contract award and funding
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competition, challenges forecasting costs and schedules for bids on developmental and sophisticated technical
work, and contractor suspension or debarment in the event of certain legal or regulatory violations. Any of these
factors could materially adversely affect our business with the U.S. Government and our financial position, results of
operations, or cash flows.
In addition, the U.S. Government generally has the ability to terminate contracts, in whole or in part, with little or no
prior notice, for convenience or for default based upon performance. In the event of termination of a contract for the
U.S. Government's convenience, a contractor is normally able to recover costs already incurred on the contract and
profit on incurred costs up to the amount authorized under the contract, but not the profit that would have been
earned had the contract been completed. Our unfunded backlog contains management’s estimate of revenues
expected to be realized on unfunded contracts that may never be realized. Any termination could also result in the
cancellation of future work on the related program. A termination resulting from our default can expose us to various
liabilities, including excess re-procurement costs, and could negatively affect our ability to compete for future
contracts. Any contract termination could have a material adverse effect on our financial condition, results of
operations, or cash flows.
Significant delays or reductions in appropriations for our programs and/or changes in customer priorities
could have a material adverse effect on our financial position, results of operations, or cash flows.
As a U.S. Government contractor, we depend on Congressional funding of our U.S. Navy, U.S. Coast Guard, and
other federal programs. U.S. Government programs are subject to annual congressional budget authorization and
appropriation processes. When Congress is unable to pass appropriations bills before the beginning of a fiscal year,
a continuing resolution can be enacted to provide stopgap funding for a specified period of time at a specified rate,
often the prior year’s appropriations level. When the U.S. Government operates under a continuing resolution,
limitations can be placed on production increases, multi-year procurements, and new program starts, which may
result in delays or cancellation of new contract awards. When the U.S. Government fails to enact annual
appropriations or a continuing resolution, a full or partial federal government shutdown may occur. A federal
government shutdown could, in turn, result in the delay or cancellation of government programs, or the delay of
contract payments, which could have a negative effect on our cash flows and adversely affect our future results of
operations.
Congress sometimes appropriates funds on an annual fiscal year basis for programs for which the performance
period may extend over multiple years. Such programs are funded initially on a partial basis, and additional funds
are committed only as Congress makes further appropriations. If we or our subcontractors incur costs in excess of
existing funding on a contract, we are generally at risk for reimbursement and may not recover those costs unless
and until additional funds are appropriated. We cannot predict the extent to which total funding or funding for
individual programs will be included, increased, or reduced as part of the annual budget process or through
continuing resolutions or individual supplemental appropriations.
In addition, pressures on, as well as laws and plans relating to, the federal budget, potential changes in the threat
environment, priorities and defense spending, the timing and substance of the annual budget process, use of
continuing resolutions, and the federal debt limit, have impacted and could continue to impact the amount and
timing of funding for individual programs and delay purchasing or payments by our customers. For additional
information relating to the U.S. defense budget, see the Business Environment section under Management’s
Discussion and Analysis of Financial Condition and Results of Operations in Item 7. Current U.S. Government
spending levels for defense-related or other programs may not be sustained, and future spending and program
authorizations may not increase or may decrease or shift to programs in areas in which we do not provide products
or services or are less likely to be awarded contracts. Such changes in spending authorizations and budgetary
priorities may occur as a result of uncertainty surrounding the federal budget, increasing political pressure and
legislation, shifts in spending priorities from defense-related or other programs as a result of competing demands for
federal funds, the number and intensity of military conflicts or other factors. For example, the military conflicts
between Russia and Ukraine and Israel and Hamas have resulted in increased security assistance to Ukraine and
Israel, respectively. Changes in defense budgetary priorities as a result of such conflicts or otherwise could have an
adverse impact on the programs in which we participate and, ultimately, our results.
Demand for our products and services also can be affected by shifts in customer priorities resulting from changes in
military strategy and planning. In response to the need for less expensive alternatives and the increasing
proliferation of advanced weapons, future strategy reassessments by the DoD may result in decreased demand for
our shipbuilding programs, including our aircraft carrier programs. We cannot predict the impact of changes to
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customer priorities on existing, follow-on, replacement, or future programs. A shift of priorities to programs in which
we do not participate and related reductions in funding for or the termination of programs in which we do participate
could have a material adverse effect on our financial position, results of operations, or cash flows.
Changes in estimates used in contract accounting and contract cost growth have affected and could
continue to affect our profitability and our overall financial position.
Contract accounting requires risk-based judgments regarding estimated contract revenues and costs, and
assumptions regarding schedule and technical matters. Our ability to estimate total revenues and costs at
completion depends on many variables, including the size and nature of our contracts. For new shipbuilding
programs, our estimates are based on contracts for the construction of ships that are not completely designed,
which subjects our risk assessments, revenue and cost estimates, and related assumptions to the variability of the
final ship design and an evolving scope of work. Our assessment, estimation, and assumption processes
significantly impact our contract accounting, and materially different amounts can result if different assumptions are
used or if actual events differ from our assumptions.
We aim to mitigate the risk associated with our use of estimates through our contractual terms, and have submitted,
and may submit, requests for equitable adjustment, engineering change proposals, or other claims to seek recovery,
in whole or in part, of our increased costs. We have also sought, and will seek, other means or contract vehicles, as
appropriate, to compensate the Company for certain unexpected cost increases. However, our contracts may not
enable full recovery or the government may disagree with our requests or may not have funding to cover them.
Changes in our assumptions, circumstances, or estimates and the inability to recover increased cost growth have in
the past had, and may in the future have, a material adverse effect on our financial position, results of operations, or
cash flows. See the Contracts section under Management's Discussion and Analysis of Financial Condition and
Results of Operations in Item 7.
Changes to DoD business practices could have a material effect on DoD's procurement process and
adversely impact our current programs and potential new awards.
Our industry has experienced, and we expect will continue to experience, significant changes to business practices
resulting from greater focus on affordability, efficiencies, business systems, recovery of costs, and a reprioritization
of defense funding. These initiatives and changes to procurement practices may change the way U.S. Government
contracts are solicited, negotiated, and managed, and may impact whether and how we pursue opportunities to
provide our products and services to the U.S. Government, including the terms and conditions under which we do
so, which may have an adverse impact on our business, financial condition, results of operations, or cash flows.
Changes in procurement practices favoring incentive-based fee arrangements, different award fee criteria (such as
the evaluation of environmental factors), non-traditional contract provisions, and cost mandates from the
government may affect our profitability and the predictability of our profit rates.
The U.S. Government also is pursuing alternatives to shift additional responsibility and performance risks to
contractors. For example, the DoD is accelerating development and acquisition of new technologies through rapid
acquisition alternatives and procedures, including through other transaction authority agreements (“OTAs”). In
recent years, the DoD has increased the frequency and size of OTAs, and we expect this trend to continue in the
future. OTAs are exempt from many traditional procurement laws, including the FAR, and may be used, subject to
certain conditions, for research, prototype development, and follow-on production for a successful prototype. OTA
awards include, in certain instances, that a significant portion of the work under the OTA be performed by a non-
traditional defense contractor or that a portion of the cost of the prototype project be funded by non-governmental
sources. If we cannot successfully adapt to the DoD’s accelerated acquisition processes or if the DoD significantly
increases the use of OTAs with non-traditional defense contractors or increases cost sharing mandates, we may
lose new strategic business opportunities in high-growth areas and our future performance and results of operations
could be adversely affected.
In addition to the DoD's business practice initiatives, the DCMA and DCAA have implemented cost recovery/cost
savings initiatives to prioritize cost recovery/savings. As a result, we have experienced and may continue to
experience a higher number of audits and/or lengthened periods of time required to close open audits. These audits
may result in costs being challenged, debated, and in certain cases, withheld or modified, and could adversely
affect our financial position, results of operations, or cash flows.
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Competition within our markets or an increase in bid protests may reduce our revenues and market share.
Our shipbuilding business operates in a highly competitive market, in part, due to the limited number of U.S.
shipyards that compete for contracts to construct, overhaul, repair, maintain, and convert naval vessels. In addition,
the competition for certain of our products, such as aircraft carriers, submarines, amphibious assault ships, surface
combatants, and other ships, is heightened due to changes in budgetary pressures and priorities, and our programs
and products may compete with each other for available funding in addition to other defense products and services
provided by our competitors. We expect competition for future shipbuilding programs to continue to be intense.
We compete with another large defense contractor for contracts to build surface combatants, submarines, and large
deck amphibious ships, and smaller shipyards have entered the market for surface combatants. We may compete
in the future with the same contractor and other shipyards to build new and different classes of ships, as well as
ships for which we are currently the sole source, including expeditionary warfare and amphibious assault
ships. Moreover, reductions in U.S. defense spending that reduce the demand for the types of ships we build and
services we provide increase our exposure to market competition risk. If we are unable to continue to compete
successfully, we may generate lower revenues and lose market share, which would negatively impact our financial
condition, results of operations, and cash flows and our ability to compete for future defense contracts could be
impacted.
Although we are the only company currently capable of refueling nuclear-powered aircraft carriers, two existing U.S.
Government shipyards may be able to refuel nuclear-powered aircraft carriers if they made substantial investments
in facilities, personnel, and training. U.S. Government-owned shipyards currently engage in the refueling, overhaul,
and inactivation of Los Angeles class (SSN 688) submarines and are capable of repairing and overhauling non-
nuclear ships. If a U.S. Government-owned shipyard became capable of, and engaged, in the refueling of nuclear-
powered aircraft carriers, our financial position, results of operations, or cash flows would likely be adversely
affected.
We also compete in the shipbuilding engineering, planning, and design market with companies that provide
engineering support services. Such competition increases the risk we may not be the successful bidder on future
U.S. Navy engineering proposals, including aircraft carrier research and development, submarine design, and
surface combatant and amphibious assault ship program contracts.
Mission Technologies competes domestically and internationally against large A&D companies, primarily L3 Harris,
Amentum, ManTech, Leidos, and, increasingly, small businesses serving the intelligence community. To a lesser
extent, our lines of business compete on certain contracts with major prime A&D contractors, including Lockheed
Martin, General Dynamics, Northrop Grumman, Raytheon, and Boeing. The success of our Mission Technologies
division in competing depends, in part, on its ability to remain cost-competitive and differentiate its products and
services offerings from other market participants.
Our competitive environment also is affected by bid protests from unsuccessful bidders on new program awards. As
the competitive environment intensifies, the number of bid protests may increase. Bid protests can result in an
award decision being overturned, requiring a re-bid of the contract. Even when a bid protest does not result in a re-
bid, resolution of the matter typically extends the time until contract performance can begin, which can reduce our
earnings in the period in which the contract would otherwise be performed.
Our level of indebtedness and our ability to make payments on or service our indebtedness may adversely
affect our financial and operating activities or our ability to incur additional debt.
Our ability to make payments on and to refinance our current or future indebtedness will depend on our ability to
generate cash from operations, financings, or asset sales, which may be subject to general economic, financial,
competitive, legislative, regulatory, and other factors that are beyond our control. If we are not able to repay or
refinance our debt as it becomes due, we may be forced to sell assets or take other unfavorable actions, including
reducing funding for working capital, capital expenditures, and general corporate purposes; reducing our cash
dividend rate and/or share repurchases; or dedicating an unsustainable level of our cash flow from operations to the
payment of principal and interest on our indebtedness. In addition, our ability to withstand competitive pressures
and to react to changes in the defense industry could be impaired. In the event of a default on any of our
indebtedness, the lenders who hold such debt could accelerate amounts due, which could potentially trigger a
default or acceleration of our other indebtedness.
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We have classified contracts with the U.S. government, which limits investor insight into portions of our
business.
We derive a portion of our revenues from programs with the U.S. Government and its agencies that are subject to
security restrictions (e.g., contracts involving classified information and classified programs), which preclude the
dissemination of information and technology that is classified for national security purposes under applicable law
and regulation. In general, access to classified information, technology, facilities or programs requires appropriate
personnel security clearances, is subject to additional contract oversight and potential liability and may also require
appropriate facility clearances and other specialized infrastructure. In the event of a security incident involving
classified information, technology, facilities, programs or personnel holding clearances, we may be subject to legal,
financial, operational and reputational harm. We are limited in our ability to provide information about these
classified programs, their risks or any disputes or claims relating to such programs. As a result, investors have less
insight into our classified business and our business overall. However, historically the business risks associated with
our work on classified programs have not differed materially from those of our other government contracts.
Business and Operational Risk Factors
Cost growth on flexibly priced contracts that does not result in higher contract prices due from customers
reduces our profit and exposes us to the potential loss of future business.
Our operating income is adversely affected when we incur certain contract costs or certain increases in contract
costs that cannot be billed to customers. Contract cost growth has occurred and may occur in the future when
expenses to complete a contract increase and/or differ materially from our initial estimates. Factors that have
caused, and may in the future cause, contract cost growth include, but are not limited to, inflation, technical
challenges, manufacturing difficulties, delays, workforce-related issues, including labor shortages and reduced
productivity, changes in the nature and complexity of the work performed, the timeliness, availability and cost of
materials or equipment, subcontractor performance or product quality issues, performance delays, availability and
timing of customer funding, changes in trade policy, and natural disasters. A significant increase in contract costs
from our original cost estimates on one or more contracts could have a material adverse effect on our financial
position, results of operations, or cash flows. For example, our results for the year ended December 31, 2024, were
adversely affected by significant challenges relating to labor availability, our supply chain, and inflation, among other
challenges. We cannot clearly predict how long these challenges will continue, whether these challenges will
change over time, or whether our actions to address these challenges will be successful.
Our risk varies and our ability to recover costs on contracts with our U.S. Government customers depends upon the
type of contract under which we are performing: firm fixed-price, fixed-price incentive, cost-type, or time and
material. See the Contracts section under Management's Discussion and Analysis of Financial Condition and
Results of Operations in Item 7 for descriptions of the types of contracts that comprise our business.
Approximately 48% of our revenues in 2024 were generated under fixed-price incentive contracts, approximately
47% were generated under cost-type contracts, approximately 2% were generated under time and material
contracts, and approximately 3% were generated under firm fixed-price contracts. Fixed-price contracts generally
tend to have more financial risk than cost-type contracts, including as a result of inflationary pressures, wage
pressures and labor shortages, and supplier challenges. These contracts increase the risk that we may not recover
all of our costs or will generate less profit or a loss if our costs exceed initial estimates. With cost-type contracts,
allowable costs are generally subject to reimbursement plus an award or incentive fee, which is uncertain and may
be earned over time. Under each type of contract, our operating results could be adversely affected if we are unable
to control costs, particularly if we are unable to negotiate an increase in contract price, or recover increased costs,
with our customers.
U.S. Government contracts often extend for years, and unforeseen events, such as technology difficulties,
fluctuations in the price of raw materials, a significant increase in or sustained period of higher inflation, supplier
issues, including equipment delays, challenging labor market conditions, unexpected rework, and cost overruns,
have in the past resulted, and may in the future result, in contract prices becoming less favorable or even
unprofitable to us over time. Higher interest rates resulting from inflationary pressures can also impact the fair
values of our contracts. Moreover, if we fail to meet contract deadlines or specifications, we may be required to
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renegotiate contracts on less favorable terms, be forced to pay penalties or liquidated damages, or suffer major
losses if the customer exercises its right to terminate.
Cost overruns have adversely impacted, and may continue to impact, our results of operations, which are
dependent on our ability to maximize our earnings from our contracts. This risk would be greater if our contracts
shifted toward a greater percentage of fixed-price contracts, particularly firm fixed-price contracts. Cost overruns or
the failure to perform on existing programs also may adversely affect our ability to retain existing programs and win
future contract awards. In addition, changes in contract financing policy for fixed-price contracts, such as changes in
performance and progress payments policies, could significantly affect the timing of our cash flows.
From time to time, we may begin performance under an undefinitized contract action with a not-to-exceed price prior
to completing contract negotiations, in order to support U.S. government priorities. Uncertainties relating to final
contract price, specifications and terms, or loss of negotiating leverage associated with contract definitization, may
negatively affect our profitability.
We depend on the recruitment and retention of qualified personnel, and challenges associated with our
ability to attract, train and retain such personnel have harmed and may continue to negatively impact our
business.
Due to the specialized nature of our business, our performance is dependent upon our ability to identify, attract,
train, and retain a qualified workforce with the requisite skills in multiple areas, including: engineering, nuclear,
trades and crafts, manufacturing, information technology, and cybersecurity, and who are able to operate effectively
consistent with our values and culture. Our performance also is dependent upon personnel who hold security
clearances and receive substantial training to work on certain programs or tasks and can be difficult to replace on a
timely basis if we experience unplanned attrition.
A growing portion of our current workforce is nearing or eligible for retirement. To the extent we lose experienced
personnel, it is critical that we hire new qualified personnel, develop and train inexperienced employees, and
successfully manage the short and long-term transfer of critical knowledge and skills. We have recently experienced
situations where our personnel have failed to achieve expected performance improvements on certain of our long-
term contracts, which resulted in unexpected inefficiency, and in some cases, to rework, that negatively impacted
our ability to achieve certain performance milestones under those contracts. Our ability to overcome these
challenges in the short and long term will have a significant impact on our results of operations, financial condition,
and cash flow.
Competition for talent is intense, and this has affected, and may continue to affect, our ability to successfully attract
or retain personnel with the requisite skills or clearances. We continue to face increased competition for talent, both
with traditional defense companies and commercial companies, and with increasing wage rates. We also compete
with commercial technology companies outside of the shipbuilding and defense industry for qualified technical
positions. Such companies may be able to offer more attractive compensation and other benefits to candidates,
including in the recruitment of our existing employees. As a result of the above factors, we have experienced, and
expect to continue to experience, significant difficulties hiring and retaining personnel with relevant qualifications
and experience, which has negatively impacted, and may continue to negatively impact, our results of operations,
financial condition, and cash flow, and could impact our ability to perform under our contracts and compete for new
contracts. We have also experienced higher labor, recruiting, and training costs to attract and retain such
employees, which has negatively impacted our results of operations, financial condition, and cash flow. A shortage
of skilled employees has and may continue to impact our ability to perform our contracts and may impact our ability
to compete for new contracts.
Our earnings and profitability depend, in part, upon subcontractor performance and raw material and
component availability and pricing.
We rely on third parties to provide raw materials, major components and sub-systems, hardware elements, and sub-
assemblies for our products and to perform certain services we provide to our customers, in compliance with
applicable laws and regulations, including applicable DoD cybersecurity requirements. Disruptions and performance
issues from our suppliers and subcontractors, unanticipated cost growth for the products and services they provide,
or inconsistencies between our contractual obligations to our customers and our agreements with our
subcontractors and suppliers, have adversely impacted and may continue to impact our ability to meet our
commitments to customers. Our ability to satisfy our obligations on a timely basis are adversely affected if one or
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more of our suppliers or subcontractors are unable to provide agreed-upon products, materials, or services in a
timely, compliant, and cost-effective manner, or they otherwise fail to satisfy contractual requirements. The inability
of our suppliers or subcontractors to meet expectations could also result in our need to transition to alternate
parties, if available, which could result in significant incremental cost and delay, or the need for us to provide other
supplemental support to our existing suppliers and subcontractors.
Our costs to manufacture our products can increase over the terms of our contracts, including as a result of
increases in material costs and wages. Although we may be protected from increases in material costs through cost
escalation provisions, the difference in basis between our actual material costs and industry indices may expose us
to cost recovery risk. Our bids for longer-term firm fixed-price contracts typically include assumptions for labor and
other contract costs that historically have been sufficient to cover cost increases over the period of performance. If,
however, recent inflationary conditions continue over the long-term, our cost assumptions may not be sufficient to
cover potential contract cost growth. In addition, significant delays in deliveries of key raw materials, which may
occur as a result of shortage or pricing, could have a material adverse effect on our financial position, results of
operations, or cash flows.
In some cases, only one supplier may exist for certain components and parts required to manufacture our products.
The inability of a sole source supplier to provide a necessary component or part on a timely, compliant, and cost-
effective basis could increase our contract cost and affect our ability to satisfy our contract obligations.
Our procurement practices are intended to provide materials, components, parts, and services that meet contract
specifications and to reduce the likelihood of our procurement of unauthorized, non-compliant, or deficient goods
and services. We rely on our subcontractors and suppliers to comply with applicable laws, regulations, and the
obligations set forth in the HII Supplier Code of Conduct, through representations and certifications from our
subcontractors and suppliers regarding such compliance. We also conduct technical assessments, inspections, and
audits, as necessary, with subcontractors and suppliers. Notwithstanding the actions we take to mitigate the risk of
receiving non-compliant materials, components, parts, and services, subcontractors and suppliers sometimes
provide us with unauthorized, non-compliant, or deficient goods and services, which can increase our contract costs
and impact our ability to satisfy our contract obligations to our customers.
Our future success depends in part on our ability to increase our current and future shipbuilding capacity.
If we are unable to do so, or to do so in a cost-effective manner, our business could be materially adversely
affected.
We expect that we will need to increase our shipbuilding capacity to meet current and future production demands.
We are utilizing and may in the future utilize one or more strategies to increase such capacity including, among
others, increasing investment in our current shipyards, identifying and retaining additional qualified personnel,
utilizing third parties to support production needs and identifying efficiencies in our current production process to
support increased production. We also may seek to increase our capacity through acquisitions, partnerships or
other arrangements. Our ability to increase capacity is subject to risks and uncertainties. We cannot provide any
assurances that we will be able to successfully expand production capacity, or to do so on a cost-effective basis. In
addition, our ability to expand our shipbuilding capacity will also greatly depend on our ability to hire, train and retain
an adequate number of personnel, in particular personnel with the appropriate level of knowledge, background and
skills. Should we be unable to hire such personnel, our business and financial results would be negatively impacted.
Many of our contracts include performance obligations that incorporate innovative designs, state-of-the-art
manufacturing expertise, or new technologies, or otherwise are dependent upon factors not wholly within
our control, and failure to meet performance expectations could adversely affect our profitability and future
prospects.
We design, develop, and manufacture products and perform services that often involve innovative designs, new
technologies, and complex manufacturing processes. Delays and issues with product development, technology
implementation, manufacturing, or subcontractor components or services can impact our contract performance.
First-in-class ships, also known as lead ships, usually include new technologies supplied by the U.S. Navy or other
contractors or developed by us. Problems associated with development or implementation of these new
technologies or design changes in the construction process can lead to delays in the design and construction
schedule. The risks associated with new technologies or design changes during construction can both increase the
cost of a ship and delay delivery.
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Our products cannot always be tested and proven and are otherwise subject to unforeseen problems, including
premature failure of elements that cannot be accessed for repair or replacement, substandard quality or
workmanship, and unexpected degradation of product performance. These failures could result in loss of life or
property and could negatively affect our results of operations as a result of unanticipated expenses that we don't
recover, diversion of management attention, loss of follow-on work, and, in the case of certain contracts,
reimbursement to the customer of contract costs and fee payments previously received.
We periodically experience quality issues with respect to products and services that we sell to our U.S. Government
customers. These issues can and have required significant resources to determine the source of the deficiencies
and implement corrective actions. We may discover quality issues in the future related to our products and services
that require analysis and corrective action. Such issues and our responses and corrective actions could have a
material adverse effect on our financial position, results of operations, or cash flows.
Changes in key estimates and assumptions associated with postretirement benefit plans, such as discount
rates and assumed long-term returns on assets, actual investment returns on our pension plan assets, and
legislative and regulatory actions could significantly affect our financial position, results of operations, and
cash flows.
Our pension and retiree health care costs are dependent upon various estimates and assumptions, including
regarding discount rates, mortality and expected long-term rates of return on plan assets, which to a large extent
reflect the financial markets and economic conditions. Changes to these estimates and assumptions and
differences between expected and actual returns on plan assets could significantly impact our retirement related
expense, the funded status of benefit plans, and contributions to our defined benefit pension and other
postretirement benefit plans, which could have material adverse effects on our financial position, results of
operations, or cash flows. In addition, pension cost recoveries under CAS for our U.S. Government contracts occur
in different periods from those in which pension expense is recognized under accounting principles generally
accepted in the United States ("GAAP") or the periods in which we make contributions to our benefit plans, and
changes to estimates and assumptions and differences between expected and actual returns could adversely affect
the timing of those pension cost recoveries.
We have taken certain actions intended to mitigate the risk related to our defined benefit pension plans including
pension risk transfer transactions whereby we purchase group annuity contracts (“GACs”) from insurance
companies using assets from the pension trust. We expect to continue to evaluate such transactions in the future.
Although we are relieved of all responsibility for the associated pension obligations under the GACs we have
purchased to date, we may in the future purchase GACs whereby the insurance company reimburses the pension
plans but we remain responsible for paying benefits under the plans to covered retirees and beneficiaries and are
subject to the risk that the insurance company will default on its obligations to reimburse the pension trusts. While
we believe pension risk transfer transactions are beneficial, future transactions, depending on their size, could result
in us making additional contributions to the pension trust and/or require us to recognize noncash settlement charges
in earnings in the applicable reporting period.
We could be negatively impacted by security threats, including cyber security threats, and related
disruptions.
As a defense contractor, we face significant cyber and other security threats. These threats include, among others,
threats to our information technology infrastructure, including attempts to gain unauthorized access to classified,
proprietary or other sensitive information or otherwise compromise the integrity, confidentiality and/or availability of
our systems, hardware and networks or those of our suppliers and subcontractors; insider threats; ransomware;
threats to the safety of our directors, officers and employees; threats to our facilities, infrastructure, products (we
produce and use), and subcontractors or other suppliers; and threats from terrorist acts, espionage, civil unrest and
other acts of aggression.
Our information technology infrastructure is critical to the efficient operation of our business and essential to our
ability to perform day-to-day operations. We rely on this infrastructure to process, transmit, and store electronic
information, including classified and other sensitive information of the U.S. Government. We face substantial cyber
security threats, including threats to our and the U.S. Government's proprietary and classified information from
advanced nation state threat actors and non-state actors, sophisticated cybercrime syndicates, hacktivists, and
insiders. These cyber security threats are continuously evolving and include security breaches (whether through
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cyber attack, cyber intrusion, or insider threat) via the internet; malicious software, including ransomware; computer
viruses; attachments to emails; persons inside our organization or with access to systems inside our organization;
subcontractors or suppliers; or other significant disruptions of our information technology networks and related
systems or those of our suppliers or subcontractors, including through the use of new and emerging technologies
like artificial intelligence. Some of these threats are zero-day attacks associated with previously unknown
vulnerabilities in third party software products we utilize in our business.
We have experienced cybersecurity attacks and expect we will continue to experience additional attacks in the
future. Breaches of our information technology may lead to the following types of adverse consequences: losses or
misuse of sensitive information or capabilities; theft or corruption of data; harm to personnel, infrastructure or
products; financial costs and liabilities; protracted interruptions of our operations and performance; significant
recovery and restoration expenses; degraded performance on existing contracts; the misuse of our products; and
exposure to reputational damage, potential liability, or the loss of current or future contracts, including work on
sensitive or classified systems for the U.S. Government, any of which could have a material adverse effect on our
operations, financial position, results of operations, or cash flows.
While we implement robust countermeasures to mitigate the risks posed by cyber security threats, external and
internal threat actors continuously seek to evade our cyber security countermeasures to gain unauthorized and
unlawful access to our information technology infrastructure, assets, and data, both on premises and in the cloud.
Even the most well-protected information, networks, systems, and facilities remain potentially vulnerable because
attempted security breaches, particularly cybersecurity attacks and cyber intrusions or disruptions, regularly occur
and will continue to occur in the future and the techniques used in such attempts are constantly evolving and
generally are not recognized until launched against a target. As a result, we are not always able to anticipate
techniques or to implement adequate security barriers or other preventative measures.
Our suppliers, subcontractors, and other business partners also face cyber and other security threats. Although we
undertake cooperative efforts with our customers, suppliers, subcontractors, and other business partners to facilitate
their understanding of cyber security threats they face and potential cyber security countermeasures to mitigate
potential cyber attacks and other security threats, we rely substantially on the safeguards implemented by these
organizations, which affects the security of our information. These organizations have varying levels of cyber
security expertise and safeguards, and their relationships with U.S. Government contractors increases the likelihood
that they are or will be impacted by the same cyber security threats we face.
We also face increasing and evolving disclosure and reporting obligations related to cybersecurity events. Despite
rigorous processes, we may be unable to meet existing or future disclosure obligations and risk potentially having
our disclosures when made misinterpreted. National security or public safety considerations may further affect, or in
some instances prevent, our public disclosure of a cybersecurity incident in certain circumstances.
We could also encounter threats to our physical security, including our facilities and personnel, and threats from
workplace violence, civil unrest, acts of sabotage or terrorism, and other local security issues, any of which could
disrupt our business. Our customers and suppliers face similar risks that, if realized, could also adversely impact our
operations. Any such events could cause delays or disruption or otherwise impact our business, and or all of which
may require us to incur greater costs for security or to shut down operations for a period of time.
The occurrence and impact of these various risks are difficult to predict, but one or more of them could have a
material adverse effect on our financial position, results of operations, or cash flows.
We utilize artificial intelligence, which could expose us to liability or adversely affect our business,
especially if we are unable to compete effectively with others in adopting artificial intelligence.
We utilize artificial intelligence, including generative artificial intelligence, machine learning, and similar tools and
technologies that collect, aggregate, analyze, or generate data or other materials or content (collectively, “AI”) in
connection with our business, including to enhance productivity and operational efficiency and optimize processes
utilized in our business. There is inherent risk and uncertainty involved in using AI and we cannot provide
assurances that our use of AI will enhance our products or services, produce the intended results, or keep pace with
our competitors. We have implemented an AI Governance and Enablement Program to oversee the use of AI in our
business. If the AI tools that we use are deficient, inaccurate, or controversial, we could incur operational
inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business
and financial results. If we do not have sufficient rights to use the data or other material or content on which the AI
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tools we use rely, we also may incur liability through the violation of applicable laws and regulations, third-party
intellectual property, data privacy, or other rights, or contracts to which we are a party.
In addition, AI regulation is rapidly evolving worldwide as legislators and regulators increasingly focus on these
powerful emerging technologies. The technologies underlying AI and its uses are subject to a variety of laws and
regulations, including intellectual property, data privacy and security, consumer protection, competition, and equal
opportunity laws, and are expected to be subject to increased regulation and new laws or new applications of
existing laws and regulations. AI is the subject of ongoing review by various U.S. governmental and regulatory
agencies, and various U.S. states and other foreign jurisdictions are applying, or are considering applying, their
platform moderation, data privacy, and security laws and regulations to AI or are considering general legal
frameworks for AI. We may not be able to anticipate how to respond to these rapidly evolving frameworks, and we
may need to expend resources to adjust our operations or offerings in certain jurisdictions if the legal frameworks
are inconsistent across jurisdictions. Furthermore, because AI technology itself is highly complex and rapidly
developing, it is not possible to predict all of the legal, operational, or technological risks that may arise relating to
the use of AI.
Our business is subject to disruptions caused by natural disasters, environmental disasters, and other
events that could have a material adverse effect on our financial position, results of operations, or cash
flows.
We have significant operations located in regions of the United States that have been and may in the future be
exposed to damaging storms, such as hurricanes and floods, the intensity and frequency of which are being
exacerbated by climate change, other impacts of climate change, including rising sea waters, and environmental
disasters, such as oil spills. Natural disasters can disrupt our workforce, electrical and other power distribution
networks, computer and internet operations and accessibility, and critical industrial infrastructure needed for normal
business operations, which can adversely affect our contract performance and, as a result, our financial results.
Environmental disasters, particularly oil spills in waterways and bodies of water we use for transporting and testing
our ships, can cause schedule delays under our contracts with the U.S. Navy and the U.S. Coast Guard.
Damage and disruption resulting from natural and environmental disasters may be significant. Disruptions could
also impact the availability and cost of materials needed for manufacturing and could increase insurance and other
operating costs, or result in a lack of available coverage. If insurance or other risk transfer mechanisms is
unavailable or insufficient to recover material costs associated with natural or environmental disasters or other
events, we could experience a material adverse effect on our financial position, results of operations, or cash flows.
Our suppliers and subcontractors are also subject to natural and environmental disasters that could affect their
ability to deliver products or services or otherwise perform their contracts. Performance failures by our
subcontractors or suppliers due to natural or environmental disasters may adversely affect our ability to perform our
contracts, which could reduce our profitability in the event damages or other costs are not recoverable from the
subcontractor or supplier, our customer, or insurers. Such events could also result in a termination of the prime
contract and have an adverse effect on our ability to compete for future contracts.
We face risks related to health epidemics, pandemics, and similar outbreaks.
We face various risks related to health epidemics, pandemics, and similar outbreaks, including global health crises
like COVID-19. Such risks include disruptions or restrictions on our employees’ ability to work or work effectively,
temporary closures of our facilities or the facilities of our customers or suppliers, delays in supplier deliveries, and
delays in customer contract awards. We experienced higher employee absentee rates as a result of COVID-19,
which increased our costs and generated delay and disruption, impacted our performance on our contracts, and
degraded our financial performance.
The COVID-19 health crisis also created challenges for our suppliers relative to their workforces, access to
necessary components, materials, and other supplies at reasonable prices, and access to support services, such as
shipping and transportation. These challenges have impacted the ability of suppliers to provide agreed-upon goods
and services in a timely, compliant, and cost-effective manner. We may in the future incur additional costs and
performance challenges, including as a result of higher prices, schedule delays, or the need to identify and develop
alternative suppliers.
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If an epidemic, pandemic or similar outbreak were to occur, we could incur similar impacts in the future, in
connection with health epidemics, pandemics, or similar outbreaks, and related cost increases may not be fully
recoverable under our contracts or adequately covered by insurance, which could impact our profitability.
Our business could be negatively impacted if we are unsuccessful negotiating new collective bargaining
agreements.
Approximately 45% of our employees are covered by a total of nine collective bargaining agreements. Collective
bargaining agreements generally expire after three to five years and are subject to renegotiation at that time. We
generally have been able to renegotiate renewals to expiring agreements without significant disruption of operating
activities. While we believe we maintain satisfactory relationships with our represented workers, it is possible we
may experience difficulties with renewals and renegotiating expiring collective bargaining agreements. We have
experienced in the past work stoppages, strikes, and other labor disruptions associated with the collective
bargaining of new labor agreements. If we experience such events in the future, or if our employees pursue new
collective representation, we could incur additional costs or work delays that could adversely affect programs served
by employees who are covered by collective bargaining agreements.
Changes in future business conditions could cause business investments, recorded goodwill, and/or
purchased intangible assets to become impaired, resulting in losses and write-downs that would reduce
our operating income.
Our business strategy includes strategic business acquisitions and non-controlling investments in businesses.
Acquisitions involve estimates, assumptions, and judgments to arrive at acquisition prices, which are allocated
among acquired assets, including goodwill, based upon fair market values. As of December 31, 2024, goodwill and
purchased intangible assets from prior business acquisitions accounted for approximately 22% and 6%,
respectively, of our total assets. Notwithstanding our acquisition process and business integration efforts, actual
operating results of businesses we acquire or in which we invest may vary from expectations. In such events, we
may be required to write down our carrying values of the related goodwill, purchased intangible assets, or
investments. A significant decrease in expected cash flows or unfavorable changes in market conditions, including
declines in the trading price of our common stock, may indicate potential impairment of recorded goodwill or
purchased intangible assets. Significant write-offs of goodwill or other purchased intangible assets could have a
material adverse effect on our financial condition or results of operations.
Legal and Regulatory Risk Factors
As a U.S. Government contractor, we are heavily regulated and could be adversely affected by changes in
regulations or negative findings from a U.S. Government audit or investigation.
As a U.S. Government contractor, we are subject to significant legal regulatory requirements, including specific
regulations related to our nuclear operations. Government contracting requirements increase our contract
performance costs and compliance costs and risks, and change on a routine basis. In addition, our nuclear
operations are subject to an enhanced regulatory environment, which results in further performance and compliance
requirements and higher costs. New laws, regulations, or procurement requirements, or changes to existing ones
(including, for example, regulations related to cybersecurity, information protection, environment, cost accounting,
counterfeit parts, specialty metals, among others), can increase our performance costs and compliance costs and
risks, and reduce our profitability. In addition, If we are found to have engaged in illegal activities, or are found to not
be presently responsible, as defined under the FAR, we may be subject to reductions in contract values, contract
modifications or terminations, penalties, fines, repayments, compensatory, treble, or other damages, or suspension
or debarment.
We operate in a heavily regulated environment and are overseen and routinely audited by the U.S. Government and
its agencies, including the U.S. Navy's Supervisor of Shipbuilding, the DCAA, and the DCMA. These agencies
evaluate our performance, cost structures, and compliance, as well as the adequacy of our business systems and
processes. If an audit uncovers improper or illegal activities, we may be subject to administrative, civil, or criminal
proceedings, which could result in fines, penalties, repayments, sanctions, compensatory, treble, or other damages.
Allegations of impropriety can also cause significant reputational damage.
The U.S. Government also has the ability to decrease or withhold contract payments if it determines significant
deficiencies exist in one or more of our business systems. The U.S. Government has, in certain instances, withheld
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contract payments upon its assessment that deficiencies exist with one or more of our business systems, which can
have a material impact on the timing of our cash receipts.
In addition, the U.S. Government has from time to time recommended that certain of our contract prices be reduced,
or that certain costs allocated to our contracts be disallowed. In response to U.S. Government audits, investigations,
and inquiries, we have adjusted our contract prices and costs allocated to our government contracts. Such audits,
investigations, and inquiries may result in future reductions of our contract prices, which could be substantial. Costs
we incur that are determined to be unallowable or improperly allocated to a specific contract will not be recovered or
must be refunded to the customer if previously reimbursed.
If we or those with whom we do business do not comply with the laws, regulations, rules, contract terms and
processes to which we are subject or if customer business practices or requirements change significantly, including
with respect to allowable costs, it could affect our ability to compete, have a significant adverse impact on our
reputation and have a material adverse effect on our financial position, results of operations and/or cash flows.
We are subject to investigations, claims, litigation, disputes and other legal proceedings that could
ultimately be resolved against us.
The size, nature, and complexity of our business make us highly susceptible to investigations, claims, litigation,
disputes, and other legal proceedings. We are and may become subject to various legal proceedings across a
broad array of matters, including but not limited to, administrative, civil, and criminal litigation, environmental claims,
income tax proceedings, compliance proceedings, customer claims, enforcement actions, audits, investigations and
other legal proceedings, which can divert financial and management resources and result in fines, penalties,
compensatory, treble, or other damages, or nonmonetary sanctions. Government regulations also provide that
certain allegations against a contractor may lead to suspension or debarment from government contracts or
suspension of export privileges. Suspension or debarment or criminal resolutions in particular could have a material
adverse effect on our business because of our reliance on government contracts and authorizations. Any litigation,
claim, dispute, audit, or investigation, even if pending or not ultimately substantiated or if fully indemnified or
insured, could negatively impact our reputation among our customers and the public and make it more difficult for us
to compete effectively or acquire adequate insurance in the future. The negative resolution of investigations, claims,
litigation, disputes or other legal proceedings could have a material adverse effect on our financial position, results
of operations, or cash flows. See Note 13: Investigations, Claims, and Litigation in Item 8.
Environmental costs could have a material adverse effect on our financial position, results of operations, or
cash flows.
Our operations are subject to and affected by federal, state, local, and foreign environmental laws and regulations
relating to the discharge, storage, treatment, handling, disposal, and remediation of certain materials, substances,
and wastes used in our operations. Future environmental laws or regulations could also impact us. Environmental
laws and regulations may require the installation of costly pollution control equipment or operational changes to limit
emissions or discharges and/or to decrease the likelihood of accidental hazardous material releases. We expect to
incur future capital and operating costs to comply with current and future laws and regulations for environmental
protection and remediation, and such costs could be substantial, depending on the future proliferation of
environmental requirements and the extent to which we discover currently unknown environmental conditions.
Shipbuilding operations require the use of hazardous materials. Our shipyards also generate significant quantities of
wastewater, which we treat before discharging in compliance with applicable permits. To manage these materials,
our shipyards have an extensive network of above ground and underground storage tanks, some of which have
leaked and required remediation in the past. In addition, our use of hazardous materials has sometimes resulted in
releases in our shipyards and occasionally in adjacent rivers and waterways in which we operate.
Various federal, state, and local environmental laws and regulations impose restrictions on the discharge of
pollutants into the environment and establish standards for the transportation, storage, and disposal of toxic and
hazardous wastes. Substantial fines, penalties, and criminal sanctions may be imposed for noncompliance, and
certain environmental laws impose joint and several "strict liability" for remediation of spills and releases of oil and
hazardous substances. Such laws and regulations impose liability upon a party for environmental cleanup and
remediation costs and damage without regard to the negligence or fault of such party and could expose us to
liability for the conduct of or conditions caused by third parties. Moreover, if we violate the Clean Air Act or the Clean
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Water Act, the facility or facilities involved in the violation could be placed by the EPA on a list of facilities that
generally cannot be used in performing on U.S. Government contracts until the violation is corrected.
Our business may be affected by environmental impacts, including climate change, and evolving legal and
regulatory requirements and stakeholder sentiment. Changes in environmental and climate-related laws or
regulations, including regulations on greenhouse gas emissions, carbon pricing, energy taxes, product efficiency
standards, mandatory disclosure obligations, and other requirements, could increase our operational and
compliance expenditures and those of our suppliers, including increased energy and raw materials costs and costs
associated with manufacturing changes. We also may be impacted by stockholders or other stakeholders that
oppose our sustainability efforts and/or legislation or other initiatives that oppose environmental, social and
governance efforts, any or all of which could adversely impact our business.
The adoption of new environmental or climate change laws and regulations, stricter enforcement of existing laws
and regulations, imposition of new cleanup requirements, discovery of previously unknown or more extensive
contamination, litigation involving environmental matters, our inability to recover related costs under our government
contracts, or the financial insolvency of other responsible parties could cause us to incur costs that could have a
material adverse effect on our financial position, results of operations, or cash flows.
Our nuclear operations subject us to environmental, regulatory, financial, and other risks.
The design, construction, refueling and overhaul, repair, and inactivation of nuclear-powered aircraft carriers and
nuclear-powered submarines, our nuclear facilities used to support such activities, our nuclear operations at DoE
sites, and our activities in the commercial nuclear market subject us to various risks, including:
•
Potential liabilities relating to harmful effects on the environment and human health resulting from nuclear
operations and the storage, handling, and disposal of radioactive materials, including nuclear assemblies
and their components;
•
Unplanned expenditures relating to maintenance, operations, security, and repairs, including repairs
required by the U.S. Navy, the U.S. Nuclear Regulatory Commission, or the DoE;
•
Reputational damage;
•
Potential liabilities arising out of a nuclear incident whether or not it is within our control; and
•
Regulatory noncompliance and loss of authorizations or indemnifications necessary for our operations.
Failure to properly store, handle, and dispose of nuclear materials could pose a health risk to humans and wildlife
and could cause personal injury and property damage, including environmental contamination. If a nuclear accident
were to occur, its severity could be significantly affected by the volume of the materials and the speed of remedial
actions taken by us and emergency response personnel, as well as other factors beyond our control, such as
weather and wind conditions. Actions we might take in response to an accident could result in significant costs.
Our nuclear operations are subject to various safety related requirements imposed by the U.S. Navy, the DoE, and
the U.S. Nuclear Regulatory Commission. In the event of noncompliance, these agencies may increase regulatory
oversight, impose fines, or shut down our operations, depending on their assessment of the severity of the
noncompliance. In addition, new or revised security and safety requirements imposed by the U.S. Navy, DoE, and
U.S. Nuclear Regulatory Commission could require substantial capital and other expenditures.
Subject to certain requirements and limitations, our contracts with the U.S. Navy and DoE generally provide for
indemnity by the U.S. Government for costs arising out of or resulting from our nuclear operations. We may not,
however, be indemnified for all liabilities we may incur in connection with our nuclear operations. To mitigate risks
related to our commercial nuclear operations, we rely primarily on insurance carried by nuclear facility operators and
our own limited insurance for losses in excess of the coverage of facility operators. Such insurance, however, may
not be sufficient to cover our costs in the event of an accident or business interruption relating to our commercial
nuclear operations, which could have a material adverse effect on our financial position, results of operations, or
cash flows.
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Our reputation and our ability to conduct business may be impacted by the improper conduct of
employees, agents, suppliers, subcontractors or business partners.
We have implemented detailed compliance plans and related compliance controls, policies, procedures, and
training, in addition to contractual terms, as applicable, designed to prevent and detect misconduct by our
employees, agents, business partners, and others working on our behalf, including suppliers and subcontractors,
that would violate the applicable laws of the jurisdictions in which we operate, including laws governing improper
payments to government officials, the protection of export controlled or classified information, false claims,
procurement integrity cost accounting and billing, competition, and information security and data privacy. However,
we cannot ensure that we will prevent all such misconduct committed by our employees, agents, suppliers,
subcontractors, business partners or others working with us or on our behalf. We have been, and may in the future
be, impacted by such misconduct. The risk of improper conduct may increase as we expand our operations into
foreign jurisdictions, including as we pursue opportunities with local and new partners. In the ordinary course we
form and are members of joint ventures. Notwithstanding our robust processes, we may be unable to prevent
misconduct or violations of applicable laws by these joint ventures (including their officers, directors and employees)
or our business partners. Any improper actions by our employees, agents, business partners, those with whom we
do business and others working on our behalf could subject us to administrative, civil, or criminal investigations and
enforcement actions, monetary and non-monetary penalties, including suspension or debarment, which could have
a material adverse effect on our financial position, results of operations, or cash flows. Moreover, actions that are
inconsistent with our culture and values, including with respect to product safety or quality, legal or regulatory
compliance, financial reporting, or people management, may cause us significant reputational damage.
Changes in tax laws and regulations or exposure to additional tax liabilities could adversely affect our
financial results.
We are subject to income and other taxes in the U.S. (federal and state) and foreign jurisdictions. Changes in
applicable tax laws and regulations or their interpretation and application, including those with retroactive effect,
have affected and could affect our tax expense and profitability and cash flows.
In addition to future changes in tax laws, the amount of net deferred tax liabilities will change periodically as a result
of a number of factors, including the measurement of our defined benefit pension plans, actual cash contributions to
our defined benefit pension plans, changes in the timing of contract taxable income, and changes in the amount and
timing of depreciation and amortization deductions. We are also regularly under audit or examination by taxing
authorities, including foreign tax authorities. The final determination of tax liabilities and any related litigation could
similarly result in unanticipated increases in our tax expense and affect profitability and cash flows. See Note 11:
Income Tax under Item 8 for further information regarding our estimated income tax liabilities and a discussion of tax
years that are currently under examination by taxing authorities.
We may be unable to adequately protect our intellectual property rights, which could affect our ability to
compete.
We own patents, trademarks, copyrights, and other forms of intellectual property related to our business, and we
license intellectual property rights to and from third parties. The U.S. Government generally receives non-exclusive
licenses to certain intellectual property we develop in the performance of U.S. Government contracts, and the U.S.
Government may use or, in some cases, authorize third parties to use such intellectual property. The U.S.
Government can take aggressive positions both as to the intellectual property to which they believe government use
rights apply and to the acquisition of broad license rights. To the extent the U.S. Government is successful, the
intellectual property on which we depend and our access to and use of certain supplier intellectual property could be
negatively affected.
We also rely upon proprietary technology, information, processes, and know-how that are not protected by patents.
We seek to protect this information through trade secret or confidentiality agreements with our employees,
consultants, subcontractors, and other parties, as well as through other measures. These agreements and other
measures may not, however, adequately protect the trade secrets on which we depend. In addition, trade secrets
may be independently developed by competitors.
Our intellectual property is also subject to challenge, invalidation, infringement, misappropriation, or circumvention
by third parties. In the event of infringement, misappropriation, breach of a confidentiality agreement, or
unauthorized disclosure of proprietary information, we may not have adequate legal remedies to protect our
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intellectual property. Litigation to determine the scope of our rights or to protect our rights, even if successful, could
be costly and a diversion of management's attention. If we are unable to protect our intellectual property rights
adequately, our business could be adversely affected.
We also use certain intellectual property licensed to us by third parties. In the case of such licensed intellectual
property, we may be unable in the future to secure the necessary licenses to use such intellectual property, or to
secure the licenses on commercially reasonable terms.
Anti-takeover provisions in our organizational documents and Delaware law, as well as regulatory
requirements, could delay or prevent a change in control.
Certain provisions of our Restated Certificate of Incorporation and Restated Bylaws may delay or prevent a merger
or acquisition that stockholders might consider favorable. For example, our Restated Certificate of Incorporation and
Restated Bylaws currently require advance notice for stockholder proposals and director nominations, and authorize
our board of directors to issue one or more series of preferred stock. Delaware law also imposes restrictions on
mergers and other business combinations between any holder of 15% or more of our outstanding common stock
and us.
Our nuclear shipbuilding operations are considered vitally important to the U.S. Navy. As a result, our Navy
contracts include notice and approval rights for the Navy and conditions regarding the Navy's obligations to
indemnify us for losses relating to our naval nuclear operations, in the event of a change of control of our nuclear
shipbuilding operations. Such provisions require us to provide the U.S. Navy with notice of any potential change of
control of our nuclear shipbuilding operations and receive the Navy's consent to transfer certain related licenses to
facilitate the Navy's ability to confirm that a potential buyer would continue to conduct our operations in a
satisfactory manner.
Provisions of our Restated Certificate of Incorporation and our Restated Bylaws and our existing contracts with the
U.S. Navy may have the effect of discouraging, delaying, or preventing a change of control of our company that may
be beneficial to our stockholders and could have a negative impact on our stock price.
Our Restated Bylaws include an exclusive forum requirement for certain litigation that may be initiated by
our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for such
disputes with us or our directors, officers, or employees.
Our Restated Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court
for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any
derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty
owed by any of our directors, officers, other employees, or stockholders to us or our stockholders, (iii) any action
asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or as to
which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery, (iv) any
action asserting a claim arising pursuant to any provision of our Certificate of Incorporation or Restated Bylaws, (v)
any action asserting an “internal corporate claim” as that term is defined in Section 115 of the General Corporation
Law of the State of Delaware, or (vi) any action governed by the internal affairs doctrine. This exclusive forum
provision would not apply to suits brought to enforce a duty or liability created by the Securities Act or the Exchange
Act, which provides for exclusive jurisdiction of the federal courts.
The exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds
favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits
against us and our directors, officers, and other employees. Alternatively, if a court were to find the exclusive forum
provision contained in our Restated Bylaws to be inapplicable or unenforceable in an action, we may incur
additional costs and liabilities associated with resolving such action in other jurisdictions.
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General Risk Factors
Our insurance coverage may be inadequate to cover all of our significant risks or our insurers may deny
coverage of material losses we incur, which could adversely affect our profitability and financial position.
We seek to insure our significant risks and potential liabilities that are insurable, including, among others, property
loss from natural disasters, product liability, and business interruption resulting from an insured property loss. In
some circumstances, we may be indemnified for losses by the U.S. Government, subject to the availability of
appropriated funds. Not every risk or liability can be protected by insurance, and, for insurable risks, the limits of
coverage we can reasonably purchase may not be sufficient to cover the full amount of our actual losses or
liabilities, including, for example, in the case of a catastrophic hurricane. In addition, the nature of our business can
make it difficult to quantify the disruptive impact and loss resulting from such events. Limitations on the availability of
insurance coverage may result in substantial uninsured losses, which could have a material adverse effect on our
financial position, results of operations, or cash flows. Even in cases for which we have insurance coverage,
disputes with insurance carriers over coverage may affect the timing of cash flows and cause us to incur significant
expense to pursue insurance claims. In addition, an unfavorable outcome in the event of litigation with an insurance
carrier may have a material adverse effect on our financial position, results of operations, or cash flows.
Market volatility and adverse capital market conditions may affect our ability to access cost-effective
sources of funding and may expose us to risks associated with the financial viability of suppliers and
subcontractors.
The financial markets experience high levels of volatility and disruption from time to time, reducing the availability of
credit for certain issuers. We access these markets from time to time to support certain business activities, including
funding acquisitions and capital projects and refinancing existing indebtedness. We may also access these markets
to acquire credit support for our workers' compensation self-insurance program and letters of credit. A number of
factors could cause us to incur higher borrowing costs and experience greater difficulty accessing public and private
debt markets, including disruptions or declines in the global capital markets and/or a decline in our financial
performance, outlook, or credit ratings. The occurrence of any or all of these events may adversely affect our ability
to fund our operations, meet contractual commitments, make future investments or desirable acquisitions, or
respond to competitive challenges.
Tightening capital markets could also adversely affect the ability of our suppliers and subcontractors to obtain
financing. Delays in the ability of our suppliers or subcontractors to obtain financing, or the unavailability of
financing, could negatively affect their ability to perform their contracts with us and, as a result, our ability to satisfy
our contractual obligations. The inability of our suppliers and subcontractors to obtain financing could also result in
the need for us to transition to alternate suppliers and subcontractors, which could result in us incurring significant
incremental costs and delays.
If we fail to manage acquisitions, joint ventures, equity investments, and other transactions successfully or
if acquired businesses or equity investments fail to perform as expected, our financial results, business,
and future prospects could be harmed.
As part of our business strategy, we identify and evaluate potential acquisitions, joint ventures, and investments.
When evaluating such transactions, we make significant judgments regarding the values of business opportunities,
technologies, and other assets, the risks and costs of potential liabilities, and the future prospects of strategic
acquisitions. We often compete with other potential buyers for the same opportunities. To be successful, we conduct
due diligence to identify valuation issues and potential loss contingencies; negotiate transaction terms; complete
and close complex transactions; integrate acquired companies and employees; and realize anticipated operating
synergies efficiently and effectively. Acquisition, joint venture, and investment transactions often require substantial
management resources and have the potential to divert our attention from our existing business. Unidentified or
identified but un-indemnified or uninsured pre-closing liabilities could affect our future financial results, particularly
through successor liability under procurement laws and regulations, such as the False Claims Act or Truth in
Negotiations Act, anti-corruption, environmental, tax, import-export, and technology transfer laws, which provide for
civil and criminal penalties and the potential for debarment. We also may incur unanticipated costs or expenses,
including post-closing asset impairment charges, expenses associated with eliminating duplicate facilities, employee
retention, transaction-related or other litigation, and other liabilities. Any of the foregoing could adversely affect our
business and results of operations.
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Joint ventures and other non-controlling investments operate under shared control with other parties. These
investments typically include many of the same risks and uncertainties we incur, but may also expose us to
additional risks not present if we retained full control. A joint venture partner may have economic or other business
interests that are inconsistent with our interests, and we may be unable to prevent strategic decisions that may
adversely affect our business, financial condition, and results of operations. We also could be adversely affected by,
or liable for, actions taken by joint ventures that we do not control, including violations of anti-corruption, import and
export, taxation, and anti-boycott laws.
We can provide no assurance we will continue to increase our dividends or repurchase shares of our
common stock.
The payment of cash dividends and repurchases of our common stock are subject to limitations under applicable
law and the discretion of our board of directors, considered in the context of current conditions, including our
earnings, other operating results, and capital requirements. Declines in asset values or increases in liabilities,
including liabilities associated with benefit plans and assets and liabilities associated with taxes, can reduce
stockholders’ equity. A deficit in stockholders’ equity could limit our ability under Delaware law to pay dividends and
repurchase shares in the future. In addition, the timing and amount of share repurchases under board-approved
share repurchase programs are within the discretion of management and depend upon many factors, including our
share price, results of operations, capital requirements, and general business conditions, as well as applicable law.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There were no unresolved staff comments.
ITEM 1C. CYBERSECURITY
Our cybersecurity program (the “Cybersecurity Program”) includes processes to identify, assess, and manage
material risks from cybersecurity threats. The Cybersecurity Program processes utilize a risk-based approach and
include written cybersecurity and information technology policies and procedures, including a cybersecurity incident
response plan.
The Cybersecurity Program is informed, in part, by the guidelines of the National Institute of Standards and
Technology Cybersecurity Framework to define material risks and establish controls designed to protect, detect,
respond to, and recover from cybersecurity incidents. Controls are embedded within our processes and technology,
and system activities are measured and monitored by our cybersecurity and information security subject matter
specialists and applicable security operations centers at our different business units. We utilize an enterprise-wide
“defense-in-depth” risk management strategy to effectively integrate people, processes, and technology.
When appropriate, we use external subject matter specialists to provide incident response services and to conduct
independent assessments of internal response readiness. We conduct tabletop scenario planning, covering a range
of potential cybersecurity threats, as part of our internal response readiness assessment. We also maintain a supply
chain cybersecurity compliance and risk mitigation program to assess material cybersecurity risk from third parties.
Governance
In 2019, our board of directors established a standing Cybersecurity Committee, which is tasked with oversight of
the Cybersecurity Program, including: (i) strategy and governance; (ii) operations; and (iii) risk management and
regulatory compliance.
The Cybersecurity Committee responsibilities include:
•
reviewing our enterprise cybersecurity strategy and framework, including our assessment of cybersecurity
threats and risk, data security programs, and our management and mitigation of cybersecurity and
information technology risks and potential breach incidents;
•
reviewing any significant cybersecurity incident that has occurred, reports to or from regulators with respect
thereto, and steps that have been taken to mitigate against reoccurrence;
•
evaluating the effectiveness of our cyber risk management and data security programs measured against
our cybersecurity threat landscape;
•
assessing the effectiveness of our data breach incident response plan;
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•
reviewing and assessing our information technology disaster recovery capabilities; and
•
reviewing our assessment of cybersecurity threats and risk associated with our supply chain and actions we
are taking to address such threats and risks.
The Cybersecurity Committee receives reports and updates at committee meetings from our Chief Information
Officer (“CIO”), Chief Information Security Officer (“CISO”), and other executives and cybersecurity specialists.
Following each committee meeting, the chair of the Cybersecurity Committee briefs the full board of directors on
matters covered at the prior Cybersecurity Committee meeting. The board also receives periodic briefings on
emerging trends in order to enhance its literacy on cybersecurity issues. At least annually, the Cybersecurity
Committee receives updates about the results of the Cybersecurity Program reviews.
The Cybersecurity Committee participates with management periodically in “tabletop” exercises to evaluate our data
breach incident response plan.
Management’s Role and Expertise in Assessing and Managing Cybersecurity
Our Cybersecurity and Information Technology organization is led by our CIO, who is responsible for cybersecurity
risk management, with oversight by the Cybersecurity Committee of the board of directors. Our CIO has more than
25 years of experience in the IT industry. Since 2008, he has held senior-level and CIO positions for several
companies, each of which included responsibilities or influence for cybersecurity implementation delivery and
oversight.
Our CISO executes the Cybersecurity Program with the support of the Cybersecurity Management Team, which has
extensive cybersecurity expertise to protect and defend our networks, physical systems, infrastructure, and data
from cybersecurity risks. Our CISO has 33 years of experience in cybersecurity and information technology, over 20
years working with NAVSEA 08Y, approval authority of HII’s unclassified Naval Nuclear Propulsion Information
networks, and holds a Master’s degree in Cybersecurity. He has specific experience in the following cybersecurity
areas: Cyber & IT security policy & governance; information risk management; cybersecurity strategic planning and
integration; enterprise infrastructure; cybersecurity engineering; incident response and remediation; supply chain
cyber risk management; cybersecurity awareness training; M&A cyber risk management; cloud security; identity
management; disaster recovery; cybersecurity regulation compliance; and cybersecurity damage assessment.
Our cybersecurity incident response framework is governed by a corporate Cybersecurity Incident Response Plan
(the “IRP”), which sets out our approach for categorizing, responding to, and mitigating cybersecurity incidents. The
IRP provides definitions of key terms, stakeholder roles and responsibilities, and a response governance and
escalation process.
We have an incident response team comprised of our CISO, executive leaders, management, and internal and
external legal counsel, whose primary responsibilities include:
•
evaluating and validating the impact of an incident;
•
approving certain incident response countermeasures and remediation actions;
•
escalating incidents and response countermeasures for approval; and
•
acting in an advisory capacity in support of cybersecurity incident remediation, as appropriate.
We also have an executive cybersecurity and information technology steering committee comprised of our Chief
Executive Officer, CIO, and other members of our executive leadership team, whose primary responsibilities
include:
•
approving containment and remediation procedures for escalated cyber incidents;
•
activating, when appropriate, a crisis management team response; and
•
approving certain incident response measures.
We maintain a Crisis Management Plan that addresses our preparation for, management, recovery from, and
ultimate resumption of business after a crisis, including emergency response, continued recovery, and business
resumption activities such as information systems recovery, when a cybersecurity incident may potentially have a
significant impact on our business strategy, results of operations, or financial condition.
As of the date of this report, we are not aware of any cybersecurity threats that have materially affected or are
reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
However, as discussed under Item 1A. "Risk Factors," specifically the risks titled "We could be negatively impacted
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by security threats, including cyber security threats, and related disruptions" and "Our earnings and profitability
depend, in part, upon subcontractor performance and raw material and component availability and pricing," the
sophistication of cyber threats continues to increase, and the preventative actions we take to reduce the risk of
cyber incidents and protect our systems and information may be insufficient. Accordingly, no matter how well our
controls are designed or implemented, we will not be able to anticipate all security breaches, and we may not be
able to implement effective preventive measures against such security breaches in a timely manner.
ITEM 2. PROPERTIES
Our principal properties are located in Pascagoula, Mississippi; Fairfax, McLean, and Newport News, Virginia; and
Washington, D.C.
Ingalls - The primary properties comprising our Ingalls operating segment are located in Pascagoula, Mississippi.
Our Pascagoula shipyard facilities are located on approximately 800 acres on the banks of the Pascagoula River
where it flows into the Mississippi Sound. This shipyard offers a collection of manufacturing capabilities, including a
660-ton gantry crane and a Land Based Test Facility. We lease the west bank of our Pascagoula shipyard from the
State of Mississippi pursuant to a 99-year lease, consisting of a 40-year base term plus six optional terms. We
anticipate continued use of this facility for the remaining 42 years of the lease and beyond.
Newport News - The primary properties comprising our Newport News operating segment are located in Newport
News, Virginia.
Our Newport News facilities are located on approximately 550 acres we own near the mouth of the James River,
which adjoins the Chesapeake Bay, the premier deep-water harbor on the east coast of the United States. Our
Newport News shipyard is one of the largest in the United States and includes seven graving docks, a floating dry
dock, two outfitting berths, five outfitting piers, and various other shops. It also has a variety of other facilities,
including an 18-acre all-weather steel fabrication shop, accessible by both rail and transporter, module outfitting
facilities that enable us to assemble a ship's basic structural modules indoors and on land, machine shops totaling
300,000 square feet, and an apprentice school, which provides a four-year accredited apprenticeship program to
train shipbuilders.
In January 2025, the Company acquired substantially all of the assets of W International SC, LLC and Vivid Empire
SC, LLC (collectively “W International”), a South Carolina-based complex metal fabricator specializing in the
manufacture of shipbuilding structures, modules, and assemblies. The acquired manufacturing facility operates
within the Newport News segment as Newport News Shipbuilding – Charleston Operations.
Mission Technologies - The properties comprising our Mission Technologies operating segment are located
throughout the United States, United Kingdom, and Australia. Our Mission Technologies headquarters are in Fairfax
and McLean, Virginia. We lease and own properties related to our operations in approximately 53 cities, consisting
of both corporate support locations and contract performance locations. We also have employees working at
customer sites throughout the United States and in other countries.
As of December 31, 2024, we had major operations in Honolulu, Hawaii; Odon, Indiana; Annapolis Junction and
Hanover, Maryland; Syracuse, New York; Beavercreek and Dayton, Ohio; Alexandria, Suffolk, and Virginia Beach,
Virginia; Pocasset, Massachusetts; and Panama City Beach, Florida.
We maintain a robust capital sustainment and maintenance program and believe our physical facilities and
equipment are generally well maintained, in good operating condition, and satisfactory for our current needs. We
have undertaken substantial capital expenditure programs at our Ingalls and Newport News segments intended to
increase our competitiveness and enable us to meet future obligations under our growing shipbuilding program
backlog.
ITEM 3. LEGAL PROCEEDINGS
For information regarding legal proceedings, see Note 13: Investigations, Claims, and Litigation in Item 8.
Consistent with the requirements of Securities and Exchange Commission Regulation S-K, Item 103, our threshold
for disclosing any environmental legal proceeding involving a governmental authority is potential monetary
sanctions that our management believes will exceed $1 million.
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ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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31
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is listed on the New York Stock Exchange under the symbol "HII".
Stockholders
The approximate number of our common stockholders was 11,921 as of January 31, 2025.
Annual Meeting of Stockholders
Our Annual Meeting of Stockholders is currently scheduled to be held on April 30, 2025.
Dividend
For the years ended December 31, 2024 and 2023, we declared dividends on common stock totaling $5.25 and
$5.02 per share, respectively. While we intend to continue paying dividends, the declaration of cash dividends is at
the discretion of our board of directors, considered in the context of the current conditions, including our earnings,
other operating results, capital requirements, and applicable laws.
Stock Performance Graph
The following graph compares the total return on a cumulative basis of $100 invested in our common stock on
December 31, 2019, to the Standard & Poor's ("S&P") 500 Index and the S&P Aerospace and Defense Select
Index.
Index Value ($)
Total Stockholder Returns
HII
S&P A&D Select
S&P 500
12/31/2019
12/31/2020
12/31/2021
12/31/2022
12/31/2023
12/31/2024
50
100
150
200
◦
The cumulative total return assumes reinvestment of dividends.
◦
The S&P Aerospace & Defense Select Index is comprised of The Boeing Company, General Dynamics
Corporation, Huntington Ingalls Industries, Inc., L3 Harris Technologies, Inc., Lockheed Martin
Corporation, Northrop Grumman Corporation, RTX Corporation, Textron, Inc., and TransDigm Group
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Incorporated, among other companies.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Repurchases under our stock repurchase program are made from time to time at management's discretion in
accordance with applicable federal securities laws. All repurchases of HII common stock have been recorded as
treasury stock. The following table summarizes information relating to purchases made by or on behalf of the
Company of shares of the Company's common stock during the quarter ended December 31, 2024.
Period
Total Number of
Shares Purchased
Average Price
Paid per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced
Program
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Program (in
millions)1,2
October 1, 2024 to October 31, 2024
— $
—
— $
1,352.3
November 1, 2024 to November 30, 2024
—
—
—
1,352.3
December 1, 2024 to December 31, 2024
—
—
—
1,352.3
Total
— $
—
— $
1,352.3
1 From the stock repurchase program's inception through December 31, 2024, we have purchased 14,584,709
shares at an average price of $167.82 per share for a total of $2.4 billion.
2 In November 2012, we announced the establishment of our stock repurchase program. In January 2024, our board
of directors authorized an increase in the stock repurchase program to $3.8 billion and an extension of the term to
December 31, 2028.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
The following discussion should be read along with the audited consolidated financial statements included in Item 8
of this Annual Report on Form 10-K along with the other sections of this Form 10-K, including Item 1A. "Risk
Factors."
Business Environment
We continue to see uncertainty in the economy, our industry, and our company. Our customers, suppliers and
subcontractors continue to face challenges, and our results for the year were adversely affected by significant
challenges relating to labor availability, our supply chain, and inflation, among other challenges. We cannot predict
how long these challenges will continue, whether these challenges will change over time, or whether our actions to
address these challenges will be successful.
U.S. Political and Economic Environment – The November 2024 elections, which resulted in Republican control of
the executive and legislative branches, has resulted in a range of policy changes both domestically and
internationally as Republicans seek to reorient U.S. priorities. The new Administration has employed, and is
expected to continue to employ, executive actions and other methods, including regulations and policy proposals
that impact trade, tax, immigration, energy policies, and other areas.
The debt ceiling is expected to continue to be an area of considerable debate. High debt levels may impose fiscal
constraints on many policy objectives, complicating efforts to deliver on promises made during the elections.
Domestically, we expect that national debt levels, inflationary pressures, gross domestic product growth, among
other considerations, could impact U.S. budgets and priorities, including with respect to discretionary spending.
While monthly inflation rates have declined since peaking at 9.1% in June of 2022, rising military personnel and
operations and maintenance costs continue to pressure the Pentagon’s investment portfolio buying power. If above-
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average inflationary conditions continue over the long-term, additional resources may be required to address
contract and labor cost growth.
Global supply chain and labor markets continue to experience high levels of disruption, causing significant materials
and parts shortages, including raw material, microelectronics and commodity shortages, as well as delivery delays,
labor shortages, and price increases. The labor market continues to present significant challenges for our Company,
our industry, and the supply chain. Our ability to increase throughput and meet production schedules is directly
impacted by labor availability and performance. We monitor labor market conditions and trends and work to mitigate
the effects of labor challenges through a variety of measures. Challenges in the labor market are addressed through
targeted talent acquisition, partnerships with community colleges, apprentice school sourcing and recruiting,
workforce succession planning, and initiatives to retain current employees. Labor shortages and retention also are
impacting our supply chain, resulting in longer lead times for materials, parts, and other supplies. Our supply chain
has been impacted further by delivery delays, raw material shortages and price increases caused by continued
inflationary pressures.
The shipbuilding defense industry is unique in many ways. It is heavily capital and skilled labor intensive. The U.S.
Navy, a large single customer with many needs and requirements, dominates the industry's customer base and is
served by a fragile supplier base that has trended toward exclusive providers. The DoD continues to adjust its
procurement practices and streamline acquisition organizations and processes in an ongoing effort to reduce costs,
gain efficiencies, and enhance program management and control. Additionally, the U.S. Navy must compete with
other national priorities, including other defense activities, non-defense discretionary spending, and entitlement
programs, for a share of federal budget funding. While the impact to our business resulting from these
developments remains uncertain, they could have a material impact on current programs, as well as new business
opportunities with the DoD.
Defense Spending Environment – On March 11, 2024, the Biden Administration proposed a Fiscal Year (FY) 2025
budget request of $849.8 billion for the DoD, consistent with the discretionary funding cap for defense approved by
Congress under the Financial Responsibility Act (“FRA”) of 2023. Additionally, the FRA included a sequestration
mechanism to incentivize Congress to enact regular, full-year appropriations legislation instead of relying on
continuing resolutions ("CR"). Although the Federal government is operating under a CR through March 14, 2025,
sequestration would not be enforced until April 30, 2025 and would be reversed upon the enactment of full-year
appropriations. The emergency national security supplemental funding legislation enacted during fiscal year 2025 is
not subject to the FRA budget caps.
The House and Senate reached a compromise agreement on the National Defense Authorization Act ("NDAA") for
fiscal year 2025 in December 2024. Overall, the fiscal year 2025 NDAA authorizes $883.7 billion in national security
spending, including $849.9 billion for the Pentagon, consistent with the spending caps directed in the FRA. The
compromise legislation supports our shipbuilding priorities with a total authorization of $32.7 billion for shipbuilding
programs, including procurement authorization of the Travis Manion (LPD 33) Flight II amphibious ship, one Virginia
class (SSN 774) submarine, three Arleigh Burke class (DDG 51) destroyers and the RCOH of USS Harry S. Truman
(CVN 75). Additionally, the fiscal year 2025 NDAA supports the amphibious warship bundle contract signed in 2024
by authorizing advanced procurement funding for LPD 34 (unnamed), LPD 35 (unnamed), and Helmand Province
(LHA 10).
Both House and Senate appropriations bills have passed out of committee, and the House defense appropriations
bill has been approved by the full House. The House defense appropriations bill funds the Defense Department
within the spending caps in the 2023 debt limit deal and supports the President’s budget request by funding one
Virginia class (SSN 774) submarine, two Arleigh Burke class (DDG 51) destroyers, one LPD Flight II amphibious
ship, and one CVN RCOH. The Senate Appropriations Committee added approximately $21 billion in emergency
funding not subject to the FRA caps and included fiscal year 2025 funding for three Arleigh Burke class (DDG 51)
destroyers, one Virginia class (SSN 774) submarine, one LPD Flight II amphibious ship, one CVN RCOH, one
FFG-62 frigate, and advanced procurement funding for an additional Arleigh Burke class destroyer in fiscal year
2026.
Although a new fiscal year began on October 1, 2024, annual appropriations to fund the federal government for
fiscal year 2025 have not been enacted. To provide Congress additional time to reach agreements on funding levels
for federal agencies, a continuing resolution was enacted extending funding through December 20, 2024, at fiscal
year 2024 levels. Congress passed a second CR in December 2024 that extended federal funding through March
14, 2025.
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While the DoD is normally prohibited from starting new programs or increasing funding on existing programs under
a CR, the current CR includes anomalies that will allow the DoD to deviate from typical restrictions and obligate
funding to support procurement of the Virginia class and Columbia class submarine programs. A $5.7 billion
emergency appropriations anomaly supports fiscal year 2024 and fiscal year 2025 Virginia class submarines as well
as workforce wages and shipyard investments. This funding does not count against the FRA fiscal year 2025
funding cap.
We cannot predict the outcome of the fiscal year 2025 budget process or whether additional short-term funding will
be required in the event annual appropriations measures are not finalized by the expiration date of the current CR.
Global Geopolitical Environment – The global geopolitical environment continues to be impacted by uncertainty,
heightened tensions, and instability, all of which drive the increasing need for defense offerings, including those
provided by our company. Global geopolitical relationships continue to evolve. The U.S. and its allies face a global
security environment that is impacted by threats from state and non-state actors, including major global powers, as
well as terrorist organizations, emerging nuclear tensions, diverse regional security concerns, and political
instability.
The ongoing conflict in Ukraine and the associated sanctions have impacted the global economy, caused
heightened cyber and other security risks, exacerbated supply chain challenges, resulted in higher energy costs,
and further impacted inflationary pressures. In addition, tensions with China, along with hostilities in the Middle East,
continued conflicts globally, and changes in international trade policies have impacted, and could continue to
impact, the global market for defense products, services, and solutions.
Program Descriptions
For convenience, a brief description of certain programs discussed in this Annual Report on Form 10-K is included
in the Glossary of Programs.
CONTRACTS
We generate most of our revenues from long-term U.S. Government contracts for the production of goods and
services. Government contracts typically include the following cost elements: direct material, labor and
subcontracting costs, and certain indirect costs, including allowable general and administrative expenses. Unless
otherwise specified in a contract, costs billed to contracts with the U.S. Government are treated as allowable and
allocable costs under the FAR and CAS regulations. Examples of costs incurred by us that are not allowable under
the FAR and CAS regulations include certain legal costs, lobbying costs, charitable donations, interest expense,
organizational costs, including certain merger and acquisition costs, and advertising costs.
We monitor our policies and procedures with respect to our contracts on a regular basis to ensure consistent
application under similar terms and conditions, as well as compliance with all applicable government regulations. In
addition, the DCAA routinely audits the costs we incur that are allocated to U.S. Government contracts.
Our contracts typically fall into one of four categories: firm fixed-price, fixed-price incentive, cost-type, and time and
materials. See Note 6: Revenue in Item 8.
•
Firm Fixed-Price Contracts - A firm fixed-price contract is a contract in which the specified scope of work is
agreed to for a price that is predetermined by bid or negotiation and not generally subject to adjustment
regardless of costs incurred by the contractor.
•
Fixed-Price Incentive Contracts - Fixed-price incentive contracts provide for reimbursement of the
contractor's allowable costs, but are subject to a cost-share limit that affects profitability. Fixed-price
incentive contracts effectively become firm fixed-price contracts once the cost-share limit is reached.
•
Cost-Type Contracts - Cost-type contracts provide for reimbursement of the contractor's allowable costs
plus a fee that represents profit. Cost-type contracts generally require that the contractor use its reasonable
efforts to accomplish the scope of the work within some specified time and some stated dollar limitation.
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•
Time and Materials - Time and materials contracts specify a fixed hourly billing rate for each direct labor
hour expended and reimbursement for allowable material costs and expenses.
Contract Fees - Negotiated contract fee structures include: fixed fee amounts, cost sharing arrangements to reward
or penalize contractors for under- or over-cost target performance, respectively, positive award fees, and negative
penalty arrangements. Profit margins may vary materially depending on the negotiated contract fee arrangements,
percentage-of-completion of the contract, the achievement of performance objectives, and the stage of performance
at which the right to receive fees, particularly under incentive and award fee contracts, is finally determined.
Award Fees - Certain contracts contain award fees based on performance criteria such as cost, schedule, quality,
and technical performance. Award fees are determined and earned based on an evaluation by the customer of our
performance against such negotiated criteria. We consider award fees to be variable consideration and generally
include these fees in the transaction price using a most likely amount approach. Award fees are limited to the extent
of funding allotted by the customer and available for performance and those amounts for which a significant reversal
of revenue is not probable.
CRITICAL ACCOUNTING POLICIES, ESTIMATES, AND JUDGMENTS
Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires management to
make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial
statements and the accompanying notes. Management considers an accounting policy to be critical if it is important
to our financial condition and results of operations and requires significant judgment and estimates by management
in its application. The development and selection of these critical accounting policies have been determined by our
management. We have reviewed our critical accounting policies and estimates with the audit committee of our
board of directors. Due to the significant judgment involved in selecting certain of the assumptions used in these
policies, it is possible that different parties could choose different assumptions and reach different conclusions.
While we base estimates and assumptions on our knowledge of current events and actions we may undertake in
the future, actual results may ultimately differ from these estimates and assumptions. We consider our policies
relating to the following matters to involve our most critical accounting policies and estimates:
•
Revenue recognition;
•
Retirement related benefit plans; and
•
Workers' compensation.
Revenue Recognition
Most of our revenues are derived from long-term contracts for the production of goods and services provided to the
U.S. Government, which are generally accounted for by recognizing revenues over time using a cost-to-cost
measure of progress. In estimating contract costs, we utilize a profit-booking rate based upon performance
expectations that incorporate a number of assumptions and estimates regarding risks related to technical
requirements, feasibility, schedule, and contract costs. Management performs periodic reviews of the contracts to
evaluate the underlying risks, which may increase the profit-booking rate as we are able to mitigate and retire such
risks. For the impacts of changes in estimates on our consolidated statements of operations and comprehensive
income, see Note 6: Revenue in Item 8.
Retirement Related Benefit Plans
We recognize, on a plan-by-plan basis, the funded status of our retirement related benefit plans as an asset or
liability on our balance sheet, with corresponding adjustments to after-tax accumulated other comprehensive loss
and deferred tax assets or liabilities. The funded status represents the difference between the benefit obligation and
the fair value of plan assets. See Note 16: Employee Pension and Other Postretirement Benefits in Item 8.
We calculate our retirement related benefit plan costs under both CAS and U.S. GAAP Financial Accounting
Standards ("FAS"). The calculations under CAS and FAS require significant judgment. CAS prescribes the
determination, allocation, and recovery of retirement related benefit plan costs on U.S. Government contracts
through the pricing of products and services. FAS prescribes the methodology used to determine retirement related
benefit plan expense or income, as well as the liability, for financial reporting purposes. The CAS requirements for
these costs and their calculation methodologies differ from FAS. As a result, while both CAS and FAS use
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assumptions in their calculation methodologies, each method results in different calculated amounts of retirement
related benefit plan costs.
We recover our CAS costs through the pricing of products and services on U.S. Government contracts, so that the
CAS cost is recognized in segment product sales and service revenues and in the costs of those product sales and
service revenues. In order to present our consolidated financial statements in accordance with FAS, we record the
difference between our FAS expense and CAS cost (“FAS/CAS Adjustment”) as operating income within segment
operating income and non-operating retirement benefit (expense).
The minimum funding requirements for our qualified pension plans are determined under the Employee Retirement
Income Security Act of 1974 ("ERISA"), which is primarily based on the year's expected service cost and
amortization of other previously unfunded liabilities. Effective January 1, 2011, we were subject to the funding
requirements under the Pension Protection Act of 2006 (the "PPA"), which amended ERISA. Under the PPA and the
American Rescue Plan Act of 2021, we are required to fully fund our pension plans over a rolling 15-year period as
determined annually based upon the funded status at the beginning of each year. The PPA also introduced a variety
of benefit restrictions that apply if a plan falls below certain funded percentages, as defined by the Internal Revenue
Code. In funding our plans, we consider various factors, including the minimum funding requirements, the funded
status needed to avoid potential benefit restrictions and other adverse consequences, minimum CAS funding
requirements, and the current and anticipated funding levels of each plan.
Effective January 1, 2021, we adopted the Safe Harbor methodology for determining CAS pension costs. As a
result, the interest rates used to calculate pension liabilities under CAS are consistent with those used in the
determination of minimum funding requirements under ERISA.
Pension funding requirements for plan sponsors under ERISA are subject to pension relief in the form of higher
interest rate assumptions introduced by the Moving Ahead for Progress in the 21st Century Act and subsequently
extended by the American Rescue Plan Act of 2021. Using these minimum funding interest rates for the purposes of
determining pension costs under CAS reduces volatility in CAS costs year-over-year and provides more predictable
costs for our customers, while better aligning reimbursements of pension costs under our contracts with our
required pension plan contributions under ERISA.
Due to the differences in requirements and calculation methodologies between FAS and CAS, our FAS pension
expense is not necessarily indicative of the funding requirements under the PPA or the amounts we recover from
the U.S. Government under CAS.
Assumptions - We account for our retirement related benefit plans on the accrual basis under FAS. The
measurements of obligations, costs, assets, and liabilities require significant judgment. We annually review our
assumptions, which are set at each year end and generally not changed during the following year unless a major
plan event occurs, such as an amendment, curtailment, or settlement that would trigger a remeasurement. The key
assumptions in these measurements are the interest rate used to discount future benefit payments and the
expected long-term rate of return on plan assets.
Discount Rate - The assumed discount rate under FAS is used to determine the retirement related benefit plan
obligations and expense, and represents the hypothetical rate at which plan benefit obligations could be effectively
settled at the measurement date. Consequently, the discount rate can be volatile from year to year. The discount
rate assumption is determined for each plan by constructing a hypothetical portfolio of high-quality bonds with cash
flows that match the estimated outflows for future benefit payments to determine a single equivalent discount rate.
Benefit payments are not only contingent on the terms of a plan but also on the underlying participant
demographics, including current age and assumed mortality. We use only bonds that are denominated in U.S.
Dollars, are rated Aa or better by nationally recognized statistical rating agencies, have a minimum outstanding
issue of $50 million as of the measurement date, and are not convertible or index-linked.
Expected Long-Term Rate of Return - The expected long-term rate of return on assets is used to calculate net
periodic expense, based on such factors as historical returns, targeted asset allocations, investment policy,
duration, expected future long-term performance of individual asset classes, interest rates, inflation, portfolio
volatility, investment management and administrative fees, and risk management strategies. Historical plan asset
performance alone has inherent limitations in predicting future returns. While studies are helpful in understanding
past and current trends and performance, the rate of return assumption is based more on long-term prospective
views to avoid short-term market influences. Unless plan assets and benefit obligations are subject to re-
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measurement during the year, the expected return on pension assets is based on the fair value of plan assets at the
beginning of the year.
Mortality - Mortality assumptions are used to determine the retirement related benefit obligations and expense, and
represent the likelihood and duration of benefit payments to plan participants based on historical experience and
projected longevity. We periodically update our mortality assumptions as circumstances warrant.
Differences arising from actual experience or changes in assumptions might materially affect retirement related
benefit plan obligations and the funded status. Actuarial gains and losses arising from differences between
assumptions and actual experience or changes in assumptions are deferred in accumulated other comprehensive
loss. This unrecognized amount is amortized as a component of net expense to the extent it exceeds 10% of the
greater of the plan's benefit obligation or plan assets. The amortization period for actuarial gains and losses is the
estimated average remaining service life of the plan participants. In 2024, the actual return on assets was
approximately 7.7%, which was less than the expected return assumption of 8.00%. For the year ended
December 31, 2024, the weighted average discount rates for our pension and other postretirement benefit plans
increased by 70 and 44 basis points, respectively. The differences in asset returns resulted in an actuarial loss of
$24 million, and the differences in discount rates resulted in an actuarial gain of $500 million for the year ended
December 31, 2024.
An increase or decrease of 25 basis points in the discount rate and the expected long-term rate of return
assumptions would have had the following approximate impacts on pension expense and obligations:
($ in millions)
Increase (Decrease) in
2025 Expense
Increase (Decrease) in
December 31, 2024
Obligations
25 basis point decrease in discount rate
$
3
$
163
25 basis point increase in discount rate
—
(156)
25 basis point decrease in expected return on assets
17
25 basis point increase in expected return on assets
(17)
Assuming an 8.00% expected return on assets assumption, a $50 million pension plan contribution is generally
expected to favorably impact the current year expected return on assets by approximately $2 million, depending on
the timing of the contribution.
Sensitivities to assumptions are not necessarily linear and are specific to the time periods noted.
CAS Cost - In addition to providing the methodology for calculating retirement related benefit plan costs, CAS also
prescribes the method for assigning those costs to specific periods. While the ultimate liability for such costs under
FAS and CAS is similar, the pattern of cost recognition is different. The key drivers of CAS pension cost include the
funded status and the method used to calculate CAS reimbursement for each of our plans. A plan’s CAS pension
cost can only be allocated until the plan is fully funded as defined under the CAS requirements.
Other FAS and CAS Pension Considerations - A key driver of the difference between FAS expense and CAS cost
(and consequently the FAS/CAS Adjustment) is the pattern of earnings and expense recognition for actuarial gains
and losses that arise when our asset and liability experiences differ from our assumptions under each set of
requirements. Under FAS, our net actuarial gains and losses exceeding the 10% corridor are amortized over the
estimated average remaining service life of the plan participants. Under CAS Harmonization, the amortization period
is 10 years for actuarial gains and losses. Both FAS and CAS use a "market-related value" of plan assets approach
to calculate the amount of deferred asset gains or losses to be amortized. Under CAS, actual asset gains and
losses are systematically smoothed over five years, subject to certain limitations. For FAS, we do not use this
smoothing method, and instead use fair value in determining our FAS expense. Accordingly, FAS expense generally
reflects recent asset gains and losses sooner than CAS.
Additionally, CAS cost is only recognized for plans that are not fully funded as defined under CAS. If a plan
becomes or ceases to be fully funded due to our asset or liability experience, our CAS cost will change accordingly.
Retirement Plan Assets - Retirement plan assets are stated at fair value. Investments in equity securities (common
and preferred) are valued at the last reported sales price when an active market exists. Investments in fixed-income
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securities are generally valued based on market transactions for comparable securities and various relationships
between securities that are generally recognized by institutional traders. Investments in hedge funds, real estate
investment funds, private partnerships, collective trust funds, and commingled funds are generally valued at their
Net Asset Values ("NAV") or equivalent, which are based on the current fair values of the fund's underlying assets.
Management reviews independently appraised values, audited financial statements, and additional pricing
information to evaluate the NAV or its equivalent.
For the limited group of investments for which market quotations are not readily available or for which the above
valuation procedures are deemed not to reflect fair value, additional information is obtained from the investment
manager and evaluated internally to determine whether any adjustments are required to reflect fair value. See Note
16: Employee Pension and Other Postretirement Benefits in Item 8.
Accumulated Other Comprehensive Loss - Changes in assumptions and changes to plan assets and benefit
obligations due to differences between actuarial assumptions and actual results are reported as actuarial gains and
losses and recorded in accumulated other comprehensive loss, along with unrecognized prior service costs arising
from plan amendments. As disclosed in Note 16: Employee Pension and Other Postretirement Benefits in Item 8,
net pre-tax unrecognized actuarial gains as of December 31, 2024 were $59 million and unrecognized actuarial
losses as of December 31, 2023 were $455 million. The increase in actuarial gains in 2024 was primarily driven by
higher discount rates used to determine benefit obligations of $500 million and amortization of previously
unrecognized actuarial losses of $5 million, which were offset by lower than expected asset returns of $24 million.
Net pre-tax unrecognized prior service costs (credits) as of December 31, 2024 and 2023 were $111 million and
$125 million, respectively. These net deferred costs (credits) primarily originated from plan amendments, including
those resulting from collective bargaining agreements. The change in unrecognized prior service costs (credits) in
2024 resulted from plan amendments and the amortization of previously accumulated prior service costs (credits).
Workers' Compensation
Our operations are subject to federal and state workers' compensation laws. We maintain self-insured workers'
compensation plans and participate in federally administered second injury workers' compensation funds. We
estimate the liability for such claims and funding requirements on a discounted basis utilizing actuarial methods
based on various assumptions, which include our historical loss experience and projected loss development factors.
We periodically, and at least annually, update our assumptions based on an actuarial analysis. For further
information on workers’ compensation, see Environmental, Health & Safety in Item 1 and Note 16: Commitments
and Contingencies in Item 8.
Accounting Standards Updates
See Note 3: Accounting Standards Updates in Item 8 for further information.
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39
CONSOLIDATED OPERATING RESULTS
The following table presents selected financial highlights:
Year Ended December 31
2024 over 2023
2023 over 2022
($ in millions)
2024
2023
2022
Dollars
Percent
Dollars
Percent
Sales and service revenues
$ 11,535 $ 11,454 $ 10,676 $
81
1 % $
778
7 %
Cost of product sales and service revenues
10,085
9,808
9,236
277
3 %
572
6 %
Income from operating investments, net
49
37
48
12
32 %
(11)
(23) %
Other income and gains, net
9
120
1
(111)
(93) %
119
11,900 %
General and administrative expenses
973
1,022
924
(49)
(5) %
98
11 %
Operating income
535
781
565
(246)
(31) %
216
38 %
Interest expense
(95)
(95)
(102)
—
— %
7
7 %
Non-operating retirement benefit
179
148
276
31
21 %
(128)
(46) %
Other, net
24
19
(20)
5
26 %
39
195 %
Federal and foreign income taxes
93
172
140
(79)
(46) %
32
23 %
Net earnings
$
550 $
681 $
579 $
(131)
(19) % $
102
18 %
Operating Performance Assessment and Reporting
We manage and assess the performance of our business based on our performance on individual contracts and
programs using the financial measures referred to below, with consideration given to the Critical Accounting
Policies, Estimates, and Judgments referred to in this section. Our portfolio of long-term contracts is largely flexibly-
priced. Therefore, sales tend to fluctuate in concert with costs across our large portfolio of active contracts, with
operating income being a critical measure of operating performance. Under FAR rules that govern our business with
the U.S. Government, most types of costs are allowable, and we do not focus on individual cost groupings, such as
cost of sales or general and administrative expenses, as much as we do on total contract costs, which are a key
factor in determining contract operating income. As a result, in evaluating our operating performance, we look
primarily at changes in sales and service revenues, as well as operating income, including the effects of significant
changes in operating income as a result of changes in contract financial estimates and the use of the cumulative
catch-up method of accounting in accordance with GAAP. This approach is consistent with the long-term life cycle of
our contracts, as management assesses the bidding of each contract by focusing on net sales and operating profit
and monitors performance in a similar manner through contract completion. Consequently, our discussion of
business segment performance focuses on net sales and operating profit, consistent with our approach for
managing our business.
Sales and Service Revenues
Period-to-period revenues reflect performance under new and ongoing contracts. Changes in sales and service
revenues are typically expressed in terms of volume. Unless otherwise described, volume generally refers to
increases (or decreases) in reported revenues due to varying production activity levels, delivery rates, or service
levels on individual contracts. Volume changes will typically carry a corresponding income change based on the
profit margin rate for a particular contract.
Sales and service revenues for the year ended December 31, 2024, increased $81 million, or 1%, compared to the
same period in 2023, due to higher volumes at Mission Technologies and Ingalls, partially offset by lower volumes at
Newport News.
Cost of Sales and Service Revenues
Cost of sales for both product sales and service revenues consists of materials, labor, and subcontracting costs, as
well as an allocation of indirect costs for overhead. We manage the type and amount of costs at the contract level,
which is the basis for estimating our total costs at completion of our contracts. Unusual fluctuations in operating
performance driven by changes in a specific cost element across multiple contracts are described in our analysis.
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40
Refer to "Segment Operating Results" and "Product and Service Revenues and Cost Analysis" in this section for
details related to cost of sales for both product sales and service revenues.
Income from Operating Investments, Net
The activities of our operating investments are closely aligned with the operations of the segments holding the
investments. We therefore record income related to earnings from equity method investments in our operating
income.
Refer to "Segment Operating Results" in this section for details related to income from operating investments.
Other Income and Gains, Net
Other income and gains, net in 2024 was $9 million, compared to $120 million in 2023. The decrease was due to
the sale of a court judgment in 2023 and the settlement of a representations and warranties insurance claim related
to the acquisition of Hydroid in 2023, partially offset by the settlement of an insurance claim in 2024.
General and Administrative Expenses
In accordance with industry practice and the regulations that govern the cost accounting requirements for
government contracts, most general and administrative expenses are considered allowable and allocable costs on
government contracts. These costs are allocated to contracts in progress on a systematic basis, and contract
performance factors include this cost component as an element of cost.
General and administrative expenses in 2024 decreased $49 million, or 5%, compared to 2023. The decrease was
primarily due to lower state taxes.
Operating Income
We consider operating income an important measure for evaluating our operating performance, and, consistent with
industry practice, we define operating income as revenues less the related costs of producing the revenues and
general and administrative expenses.
We internally manage our operations by reference to "segment operating income," which is defined as operating
income before the Operating FAS/CAS Adjustment and non-current state income taxes, neither of which affects
contract performance. Segment operating income is not a recognized measure under GAAP. When analyzing our
operating performance, investors should use segment operating income in addition to, and not as an alternative for,
operating income or any other performance measure presented in accordance with GAAP. It is a measure we use to
evaluate our core operating performance. We believe segment operating income reflects an additional way of
viewing aspects of our operations that, when viewed with our GAAP results, provides a more complete
understanding of factors and trends affecting our business. We believe the measure is used by investors and is a
useful indicator to measure our performance. Because not all companies use identical calculations, our presentation
of segment operating income may not be comparable to similarly titled measures of other companies. Refer to
"Segment Operating Results" in this section for details related to segment operating income, as well as activity
within each segment.
The following table reconciles operating income to segment operating income:
Year Ended December 31
2024 over 2023
2023 over 2022
($ in millions)
2024
2023
2022
Dollars
Percent
Dollars
Percent
Operating income
$
535 $
781 $
565 $
(246)
(31) % $
216
38 %
Operating FAS/CAS Adjustment
62
72
145
(10)
(14) %
(73)
(50) %
Non-current state income taxes
(24)
(11)
2
(13)
(118) %
(13)
(650) %
Segment operating income
$
573 $
842 $
712 $
(269)
(32) % $
130
18 %
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41
FAS/CAS Adjustment and Operating FAS/CAS Adjustment
The FAS/CAS Adjustment reflects the difference between expenses for pension and other postretirement benefits
determined in accordance with GAAP and the expenses for these items included in segment operating income in
accordance with CAS. The Operating FAS/CAS Adjustment excludes the following components of net periodic
benefit costs: interest cost, expected return on plan assets, amortization of prior service cost (credit) and actuarial
loss (gain), and settlement and curtailment effects.
The components of the Operating FAS/CAS Adjustment were as follows:
Year Ended December 31
2024 over 2023
2023 over 2022
($ in millions)
2024
2023
2022
Dollars
Percent
Dollars
Percent
FAS benefit (expense)
$
64 $
30 $
86 $
34
113 % $
(56)
(65) %
CAS cost
53
46
45
7
15 %
1
2 %
FAS/CAS Adjustment
117
76
131
41
54 %
(55)
(42) %
Non-operating retirement benefit
(179)
(148)
(276)
(31)
(21) %
128
46 %
Operating FAS/CAS Adjustment (expense) benefit
$
(62) $
(72) $
(145) $
10
14 % $
73
50 %
The Operating FAS/CAS Adjustment in 2024 was a net expense of $62 million, compared to a net expense of $72
million in 2023. The favorable change was primarily driven by higher interest rates under FAS.
We expect the FAS/CAS Adjustment in 2025 to be a net benefit of approximately $148 million (($100) million FAS
and $48 million CAS), primarily driven by higher discount rates under FAS.
We expect the Operating FAS/CAS Adjustment in 2025 to be a net expense of approximately $43 million ($91
million FAS and $48 million CAS), primarily driven by higher interest rates under FAS.
The expected FAS/CAS Adjustment is subject to change during 2025, when we remeasure our actuarial estimate of
the unfunded benefit obligation with updated census data and other items later in the year.
Non-current State Income Taxes
Non-current state income taxes include deferred state income taxes, which reflect the change in deferred state tax
assets and liabilities, and the tax expense or benefit associated with changes in state unrecognized tax benefits in
the relevant period. These amounts are recorded within operating income. Current period state income taxes are
charged to contract costs and included in cost of sales and service revenues in segment operating income.
Non-current state income tax benefit in 2024 was $24 million, compared to non-current state income tax benefit of
$11 million in 2023. The favorable change in non-current state income taxes was driven by a decrease in deferred
state income tax expense, primarily attributable to the reduction in the blended state income tax rate applied to our
deferred tax balances.
SEGMENT OPERATING RESULTS
Basis of Presentation
Our discussion of business segment performance focuses on sales and service revenues and operating income,
consistent with our approach for managing our business. We are aligned into three reportable segments: Ingalls,
Newport News, and Mission Technologies.
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42
The following table presents segment operating results:
Year Ended December 31
2024 over 2023
2023 over 2022
($ in millions)
2024
2023
2022
Dollars
Percent
Dollars
Percent
Sales and Service Revenues
Ingalls
$
2,767 $
2,752 $
2,570 $
15
1 % $
182
7 %
Newport News
5,969
6,133
5,852
(164)
(3) %
281
5 %
Mission Technologies
2,937
2,699
2,387
238
9 %
312
13 %
Intersegment eliminations
(138)
(130)
(133)
(8)
(6) %
3
2 %
Sales and service revenues
$ 11,535 $ 11,454 $ 10,676 $
81
1 % $
778
7 %
Operating Income
Ingalls
$
211 $
362 $
292 $
(151)
(42) % $
70
24 %
Newport News
246
379
357
(133)
(35) %
22
6 %
Mission Technologies
116
101
63
15
15 %
38
60 %
Segment operating income
573
842
712
(269)
(32) %
130
18 %
Non-segment factors affecting operating income
Operating FAS/CAS Adjustment
(62)
(72)
(145)
10
14 %
73
50 %
Non-current state income taxes
24
11
(2)
13
118 %
13
650 %
Operating income
$
535 $
781 $
565 $
(246)
(31) % $
216
38 %
KEY SEGMENT FINANCIAL MEASURES
Sales and Service Revenues
Period-to-period revenues reflect performance under new and ongoing contracts. Changes in sales and service
revenues are typically expressed in terms of volume. Unless otherwise described, volume generally refers to
increases (or decreases) in reported revenues due to varying production activity levels, delivery rates, or service
levels on individual contracts. Volume changes will typically carry a corresponding income change based on the
profit margin rate for a particular contract.
Segment Operating Income
Segment operating income reflects the aggregate performance results of contracts within a segment. Excluded from
this measure are certain costs not directly associated with contract performance, such as the Operating FAS/CAS
Adjustment and non-current state income taxes. Changes in segment operating income are typically expressed in
terms of volume, as discussed above, or performance. Performance refers to changes in contract profit margin
rates. These changes typically relate to profit recognition associated with revisions to estimated costs at completion
("EAC"), which reflect improved or deteriorated operating performance on that contract. Operating income changes
are accounted for on a cumulative to date basis at the time an EAC change is recorded. Segment operating income
may also be affected by, among other things, contract performance, inflationary pressures on our supply chain, the
effects of workforce stoppages and other labor-related shortfalls, the availability of raw materials, the effects of
natural disasters such as hurricanes, resolution of disputed items with the customer, recovery of insurance
proceeds, and other discrete events. At the completion of a long-term contract, any originally estimated costs not
incurred or reserves not fully utilized, such as warranty reserves, could also impact contract earnings. Where such
items have occurred and the effects are material, a separate description is provided.
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43
Net Cumulative Catch-up Revenue Adjustments
For the years ended December 31, 2024, 2023, and 2022, gross favorable and unfavorable cumulative catch-up
revenue adjustments were as follows:
Year Ended December 31
($ in millions)
2024
2023
2022
Gross favorable adjustments
$
287
$
309
$
325
Gross unfavorable adjustments
(413)
(191)
(212)
Net adjustments
$
(126) $
118
$
113
For the years ended December 31, 2024, 2023, and 2022, net cumulative catch-up revenue adjustments by
segment were as follows:
Year Ended December 31
($ in millions)
2024
2023
2022
Ingalls
$
14
$
91
$
109
Newport News
(154)
9
(13)
Mission Technologies
14
18
17
Net adjustments
$
(126) $
118
$
113
Ingalls
Year Ended December 31
2024 over 2023
2023 over 2022
($ in millions)
2024
2023
2022
Dollars
Percent
Dollars
Percent
Sales and service revenues
$ 2,767
$ 2,752
$ 2,570
$
15
1 % $
182
7 %
Segment operating income
211
362
292
(151)
(42) %
70
24 %
As a percentage of segment sales
7.6 %
13.2 %
11.4 %
Sales and Service Revenues
Ingalls sales and service revenues, including intersegment sales, increased $15 million, or 1%, in 2024 compared to
2023, primarily driven by higher volumes in surface combatants, partially offset by lower volumes in amphibious
assault ships and the NSC program.
Segment Operating Income
Ingalls segment operating income in 2024 was $211 million, compared to segment operating income of $362 million
in 2023. The decrease was primarily driven by the sale of a court judgment in 2023 and lower performance on
amphibious assault ships and surface combatants.
Newport News
Year Ended December 31
2024 over 2023
2023 over 2022
($ in millions)
2024
2023
2022
Dollars
Percent
Dollars
Percent
Sales and service revenues
$ 5,969
$ 6,133
$ 5,852
$
(164)
(3) % $
281
5 %
Segment operating income
246
379
357
(133)
(35) %
22
6 %
As a percentage of segment sales
4.1 %
6.2 %
6.1 %
Sales and Service Revenues
Newport News sales and service revenues, including intersegment sales, decreased $164 million, or 3%, in 2024
compared to 2023, primarily driven by cumulative catch-up adjustments on the Virginia class (SSN 774) submarine
program, and lower volumes on aircraft carriers and naval nuclear support services, partially offset by higher
volumes in the Columbia class (SSBN 826) program.
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44
Segment Operating Income
Newport News segment operating income in 2024 was $246 million, compared to segment operating income of
$379 million in 2023. The decrease was primarily driven by lower performance on the Virginia class (SSN 774)
submarine program and aircraft carriers, partially offset by contract incentives on the Columbia class (SSBN 826)
program.
Mission Technologies
Year Ended December 31
2024 over 2023
2023 over 2022
($ in millions)
2024
2023
2022
Dollars
Percent
Dollars
Percent
Sales and service revenues
$ 2,937
$ 2,699
$ 2,387
$
238
9 % $
312
13 %
Segment operating income
116
101
63
15
15 %
38
60 %
As a percentage of segment sales
3.9 %
3.7 %
2.6 %
Sales and Service Revenues
Mission Technologies sales and service revenues, including intersegment sales, for the year ended December 31,
2024, increased $238 million, or 9%, compared to 2023, primarily due to higher volumes in CEW&S and C5ISR
contracts.
Segment Operating Income
Mission Technologies segment operating income for the year ended December 31, 2024, was $116 million,
compared to segment operating income of $101 million in 2023. The increase was primarily driven by higher volume
and performance in CEW&S, higher performance in fleet sustainment, and higher equity income from operating
investments, partially offset by the settlement of a representations and warranties insurance claim related to the
acquisition of Hydroid in 2023.
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45
PRODUCT AND SERVICE REVENUES AND COST ANALYSIS
The following table presents segment sales and service revenues by both product and service:
Segment Sales and Service Revenues
($ in millions)
Year Ended December 31
2024 over 2023
2023 over 2022
Segment Information
2024
2023
2022
Dollars
Percent
Dollars
Percent
Ingalls
Product
$
2,424 $
2,495 $
2,372
$
(71)
(3) % $
123
5 %
Service
335
248
186
87
35 %
62
33 %
Intersegment
8
9
12
(1)
(11) %
(3)
(25) %
Total Ingalls
2,767
2,752
2,570
15
1 %
182
7 %
Newport News
Product
4,921
5,053
4,821
$
(132)
(3) %
232
5 %
Service
1,045
1,077
1,026
$
(32)
(3) %
51
5 %
Intersegment
3
3
5
$
—
— %
(2)
(40) %
Total Newport News
5,969
6,133
5,852
(164)
(3) %
281
5 %
Mission Technologies
Product
119
116
90
$
3
3 %
26
29 %
Service
2,691
2,465
2,181
$
226
9 %
284
13 %
Intersegment
127
118
116
$
9
8 %
2
2 %
Total Mission Technologies
2,937
2,699
2,387
238
9 %
312
13 %
Segment Totals
Product
$
7,464 $
7,664 $
7,283
$
(200)
(3) % $
381
5 %
Service
4,071
3,790
3,393
$
281
7 %
397
12 %
Total Segment
$
11,535 $
11,454 $
10,676
$
81
1 % $
778
7 %
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46
The following table presents segment cost of sales and service revenues by both product and service:
Segment Cost of Sales and Service Revenues
($ in millions)
Year Ended December 31
2024 over 2023
2023 over 2022
Segment Information
2024
2023
2022
Dollars
Percent
Dollars
Percent
Ingalls
Product
$
2,070 $
2,031 $
1,931
$
39
2 % $
100
5 %
Service
294
207
162
87
42 %
45
28 %
Intersegment
8
9
12
(1)
(11) %
(3)
(25) %
Total Ingalls
2,372
2,247
2,105
125
6 %
142
7 %
Newport News
Product
4,276
4,254
4,097
$
22
1 %
157
4 %
Service
865
900
858
$
(35)
(4) %
42
5 %
Intersegment
3
3
5
$
—
— %
(2)
(40) %
Total Newport News
5,144
5,157
4,960
(13)
— %
197
4 %
Mission Technologies
Product
102
121
73
$
(19)
(16) %
48
66 %
Service
2,416
2,223
1,970
$
193
9 %
253
13 %
Intersegment
127
118
116
$
9
8 %
2
2 %
Total Mission Technologies
2,645
2,462
2,159
183
7 %
303
14 %
Segment Totals
Product
$
6,448 $
6,406 $
6,101
$
42
1 % $
305
5 %
Service
3,575
3,330
2,990
$
245
7 %
340
11 %
Total Segment (1)
$
10,023 $
9,736 $
9,091
$
287
3 % $
645
7 %
(1) Operating FAS/CAS Adjustment is excluded from segment cost of product sales and service revenues.
Product Sales and Segment Cost of Product Sales
Product sales in 2024 decreased $200 million, or 3%, from 2023, primarily due to lower volumes on aircraft carriers
and cumulative catch-up adjustments on the Virginia class (SSN 774) submarine program at Newport News and
lower volumes at Ingalls in amphibious assault ships, partially offset by higher volumes in the Columbia class
(SSBN 826) program at Newport News and higher volumes at Ingalls in surface combatants.
Segment cost of product sales in 2024 increased $42 million, or 1%, compared to 2023, primarily due to higher
volumes at Ingalls in surface combatants and higher volumes in the Columbia class (SSBN 826) program at
Newport News, partially offset by lower volumes on aircraft carriers at Newport News.
Service Revenues and Segment Cost of Service Revenues
Service revenues in 2024 increased $281 million, or 7%, from 2023, primarily as a result of higher volumes at
Mission Technologies in CEW&S and C5ISR.
Cost of service revenues in 2024 increased $245 million, or 7%, compared to 2023, consistent with the higher
service volumes described above.
OTHER FINANCIAL INFORMATION
Interest Expense
Interest expense for each of the years ended December 31, 2024 and 2023 was $95 million.
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47
Non-Operating Retirement Benefit
The non-operating retirement benefit includes the following components of net periodic benefit costs: interest cost,
expected return on plan assets, amortization of prior service cost (credit) and actuarial loss (gain), and settlement
and curtailment effects.
The non-operating retirement benefit in 2024 was $179 million, compared to $148 million in 2023. The favorable
change was primarily driven by higher 2023 returns on plan assets.
Other, Net
Other, net income in 2024 was $24 million, compared to other, net income of $19 million in 2023. There were no
individually significant drivers for the increase in Other, net for the year ended December 31, 2024.
Federal and Foreign Income Taxes
Our effective tax rate on earnings from continuing operations was 14.5% in 2024, compared to 20.2% in 2023. The
decrease in our effective tax rate for 2024 was primarily attributable to current and prior period research and
development tax credits recorded in 2024.
For the year ended December 31, 2024, our effective tax rate differed from the federal statutory corporate income
tax rate of 21% primarily due to research and development tax credits for the current and prior periods.
In October 2021, the Organization for Economic Co-operation and Development (the "OECD") announced the
OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting (the "Framework"), which agreed to a two-
pillar solution to address tax challenges arising from digitalization of the economy. In December 2021, the OECD
released Pillar Two Model Rules defining the global minimum tax rules, which contemplate a minimum tax rate of
15%. To date, various jurisdictions have enacted, or are in the process of enacting, legislation on these rules, and
the OECD continues to release additional guidance. While it is uncertain whether the U.S. will enact legislation to
adopt the minimum tax directive, certain countries in which we operate have adopted legislation, and other countries
are in the process of introducing legislation to implement the minimum tax directive. Further, the OECD issued
administrative guidance providing transition and safe harbor rules that could delay the impact of the minimum tax
directive. We will continue to monitor the implementation of the Framework by the countries in which we operate.
We currently do not expect the Framework to have a material impact on our effective tax rate or our consolidated
results of operation, financial position, and cash flows.
BACKLOG
Total backlog as of December 31, 2024, was approximately $48.7 billion. Total backlog includes both funded
backlog (firm orders for which funding is contractually obligated by the customer) and unfunded backlog (firm orders
for which funding is not currently contractually obligated by the customer). Backlog excludes unexercised contract
options and unfunded indefinite delivery/indefinite quantity orders. For contracts having no stated contract values,
backlog includes only the amounts committed by the customer as of December 31, 2024 and 2023, respectively.
The following table presents funded and unfunded backlog by segment as of December 31, 2024 and 2023:
December 31, 2024
December 31, 2023
Total
Total
($ in millions)
Funded
Unfunded
Backlog
Funded
Unfunded
Backlog
Ingalls
$
13,519
$
2,333
$
15,852
$
12,546
$
3,201
$
15,747
Newport News
12,079
14,666
26,745
11,890
15,349
27,239
Mission Technologies
1,824
4,292
6,116
1,545
3,590
5,135
Total backlog
$
27,422
$
21,291
$
48,713
$
25,981
$
22,140
$
48,121
We expect approximately 21% of the $48.7 billion total backlog as of December 31, 2024, to be converted into sales
during the year ending December 31, 2025. U.S. Government orders comprised substantially all of the backlog as of
December 31, 2024 and 2023.
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48
Contract Awards
The value of new contract awards during the year ended December 31, 2024, was approximately $12.1 billion,
including an award for the maintenance and overhaul of USS Boise (SSN 764), an award for an advanced planning
contract for the RCOH of USS Harry S. Truman (CVN 75) and an award for construction of USS Richard J. Danzig
(DDG 143).
LIQUIDITY AND CAPITAL RESOURCES
We seek to efficiently convert operating results into cash for deployment in operating our businesses, implementing
our business strategy, and maximizing stockholder value. We use various financial measures to inform our capital
deployment strategy, including net cash provided by operating activities and free cash flow. We believe these
measures are useful to investors in assessing our financial performance.
The following table summarizes key components of cash flow provided by operating activities:
Year Ended December 31
2024 over 2023
2023 over 2022
($ in millions)
2024
2023
2022
Dollars
Percent
Dollars
Percent
Net earnings
$
550 $
681 $
579 $
(131)
(19) % $
102
18 %
Depreciation and amortization of purchased
intangible assets
326
347
358
(21)
(6) %
(11)
(3) %
Other non-cash transactions, net
10
29
15
(19)
(66) %
14
93 %
Stock-based compensation
23
34
36
(11)
(32) %
(2)
(6) %
Deferred income taxes
(122)
(113)
2
(9)
(8) %
(115)
(5,750) %
Loss (gain) on investments in marketable
securities
(22)
(23)
25
1
4 %
(48)
(192) %
Retiree benefits
(112)
(75)
(127)
(37)
(49) %
52
41 %
Trade working capital decrease (increase)
(260)
90
(122)
(350)
(389) %
212
174 %
Net cash provided by operating activities
$
393 $
970 $
766 $
(577)
(59) % $
204
27 %
We have historically maintained a capital structure comprised of a mix of equity and debt financing. We vary our
leverage both to optimize our equity return and to pursue acquisitions. We expect to meet our current debt
obligations as they come due through internally generated funds from current levels of operations, existing
borrowing facilities, and/or through refinancing in the debt markets prior to the maturity dates of our debt.
Cash Flows
We discuss below our significant operating, investing, and financing activities affecting cash flows for each of the
three years in the period ended December 31, 2024, as classified in our consolidated statements of cash flows.
Operating Activities
Cash provided by operating activities in 2024 was $393 million, compared to $970 million provided by operating
activities in 2023. The unfavorable change in operating cash flow was primarily due to an unfavorable change in
trade working capital driven by the timing of billings across programs and lower earnings, partially offset by lower
payments for income taxes.
We expect cash generated from operations in 2025, in combination with our current cash and cash equivalents, as
well as existing borrowing facilities, to be sufficient to service debt and retiree benefit plans, meet contractual
obligations, and fund capital expenditures for at least the next 12 calendar months beginning January 1, 2025 and
beyond such 12-month period based on our current business plans.
Investing Activities
Cash used in investing activities in 2024 was $348 million, compared to $236 million used in investing activities in
2023. The change in investing cash was primarily driven by an increase in capital expenditures and the sale of our
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49
interest in an unconsolidated ship repair and specialty fabrication joint venture in 2023, partially offset by additional
investment in one of our unconsolidated nuclear and environmental joint ventures in 2023.
For 2025, we expect our capital expenditures for maintenance and sustainment to be approximately 1.5% of annual
revenues and our discretionary capital expenditures to be approximately 2.0% to 2.5% of annual revenues.
Financing Activities
Cash provided by financing activities in 2024 was $356 million, compared to $771 million used in financing activities
in 2023. The change in cash provided by financing activities was primarily due to $1 billion in proceeds from the
issuance of long term debt and lower repayment of long term debt in the current year, which was partially offset by
increased repurchases of common stock.
Free Cash Flow
Free cash flow represents cash provided by (used in) operating activities less capital expenditures net of related
grant proceeds. Free cash flow is not a measure recognized under GAAP. Free cash flow has limitations as an
analytical tool and should not be considered in isolation from, or as a substitute for, net earnings as a measure of
our performance or net cash provided by operating activities as a measure of our liquidity. We believe free cash flow
is an important liquidity measure for our investors because it provides them insight into our current and period-to-
period performance and our ability to generate cash from continuing operations. We also use free cash flow as a
key operating metric in assessing the performance of our business and as a key performance measure in evaluating
management performance and determining incentive compensation. Free cash flow may not be comparable to
similarly titled measures of other companies.
The following table reconciles net cash provided by operating activities to free cash flow:
Year Ended December 31
($ in millions)
2024
2023
2022
Net cash provided by operating activities
$
393
$
970
$
766
Less capital expenditures:
Capital expenditure additions
(367)
(292)
(284)
Grant proceeds for capital expenditures
14
14
12
Free cash flow
$
40
$
692
$
494
Free cash flow in 2024 decreased $652 million from 2023, primarily due to an unfavorable change in trade working
capital driven by the timing of billings across programs, lower earnings, and higher capital expenditures, which was
partially offset by lower payments for income taxes.
Retirement Related Benefit Plan Contributions
ERISA, including amendments under pension relief legislation, defines the minimum amount we must contribute to
our qualified defined benefit pension plans. In determining whether to make discretionary contributions to these
plans above the minimum required amounts, we consider various factors, including maintaining the funded status
needed to avoid potential benefit restrictions and other adverse consequences, maintaining minimum CAS funding
requirements, and the current and anticipated future funding levels of each plan. The contributions to our qualified
defined benefit pension plans are affected by a number of factors, including published IRS interest rates, the actual
return on plan assets, actuarial assumptions, and demographic experience. These factors and our resulting
contributions also impact the funded status of the plans.
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50
We made the following minimum and discretionary contributions to our pension and other postretirement benefit
plans in the years ended December 31, 2024, 2023, and 2022:
Year Ended December 31
($ in millions)
2024
2023
2022
Pension plans
Discretionary
Qualified
$
—
$
—
$
—
Non-qualified
11
12
10
Other benefit plans
36
32
31
Total contributions
$
47
$
44
$
41
As of December 31, 2024 and 2023, our qualified pension plans were funded 125% and 114%, respectively on a
FAS basis. As of December 31, 2024 and 2023, these plans were sufficiently funded on an ERISA basis so as not to
be subject to benefit payment restrictions. The funded percentages under ERISA and FAS vary due to inherent
differences in the assumptions and methodologies used to calculate the respective obligations. We expect our 2025
cash contributions to our qualified defined benefit pension plans to be less than $1 million, all of which we anticipate
will be discretionary and which are exclusive of CAS cost recoveries in our contracts. Due to the differences in
calculation methodologies, our FAS expense is not necessarily representative of our funding requirements or CAS
cost recoveries.
We expect 2025 contributions to our other postretirement benefit plans to be approximately $34 million, which are
exclusive of CAS cost recoveries under our contracts. Contributions for other postretirement benefit plans are not
required to be funded in advance and are paid on an as-incurred basis.
Other Sources and Uses of Capital
Stockholder Distributions - In November 2024, our board of directors authorized an increase in our quarterly cash
dividend to $1.35 per share. The board previously increased the quarterly cash dividend to $1.30 per share in
November 2023 and $1.24 per share in November 2022. We paid cash dividends totaling $206 million ($5.25 per
share), $200 million ($5.02 per share), and $192 million ($4.78 per share) in the years ended December 31, 2024,
2023, and 2022, respectively.
In January 2024, our board of directors authorized an increase to our stock repurchase program from $3.2 billion to
$3.8 billion and an extension of the term of the program to December 31, 2028. Repurchases are made from time to
time at management's discretion in accordance with applicable federal securities laws. For the year ended
December 31, 2024, we repurchased 607,841 shares at an aggregate cost of $163 million, including $1 million of
accrued excise tax. For the years ended December 31, 2023 and 2022, we repurchased 337,007 and 244,561
shares, respectively, at aggregate costs of $75 million and $52 million, respectively. The cost of repurchased shares
is recorded as treasury stock in the consolidated statements of financial position.
Additional Capital - In November 2024, we issued $500 million aggregate principal amount of 5.353% senior notes
due 2030 and $500 million aggregate principal amount of 5.749% senior notes due 2035. The net proceeds from
these senior notes were expected to be used for general corporate purposes, including debt repayment (which may
include repayment of our 3.844% senior notes due 2025 and commercial paper borrowings) and working capital.
In September 2024, we amended and restated our existing $1.5 billion credit facility, increasing the capacity
thereunder to $1.7 billion and extending the maturity date to September 2029 (the "Second Amended and Restated
Revolving Credit Facility"). The Second Amended and Restated Revolving Credit Facility includes a letter of credit
sub-facility of $300 million.
In September 2024, our borrowing capacity under our unsecured commercial paper note program increased from
$1 billion to $1.7 billion. As of December 31, 2024, the Company had no outstanding debt under the commercial
paper program.
Contractual Obligations - Our future contractual obligations are related to debt, leases, pension liabilities,
unrecognized tax benefits, workers compensation, and purchase obligations. See Note 12: Debt, Note 14: Leases,
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51
Note 16: Employee Pension and Other Postretirement Benefits, Note 11: Income Taxes, and Note 2: Summary of
Significant Accounting Policies in Item 8 for information about those obligations. Our purchase obligations as of
December 31, 2024, were approximately $5,794 million, with approximately $2,708 million expected to be paid in
2025 and $3,086 million thereafter. A purchase obligation is defined as an agreement to purchase goods or services
that is enforceable and legally binding on us and that specifies all significant terms, including: fixed or minimum
quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the
transaction. As of December 31, 2024, future scheduled periodic interest payments on our outstanding long-term
debt, including commitment fees that we are obligated to pay on our existing $1.7 billion Second Amended and
Restated Revolving Credit Facility, were approximately $687 million, with approximately $105 million expected to be
paid in 2025 and $582 million thereafter.
Off-Balance Sheet Arrangements
In the ordinary course of business, we use letters of credit issued by commercial banks to support certain leases,
insurance policies, and contractual performance obligations, as well as surety bonds issued by insurance
companies principally to support our self-insured workers' compensation plans. As of December 31, 2024, $11
million in letters of credit were issued but undrawn and $360 million of surety bonds were outstanding. As of
December 31, 2024, we had no other significant off-balance sheet arrangements.
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52
GLOSSARY OF PROGRAMS
Included below are brief descriptions of some of the programs discussed in this Annual Report on Form 10-K.
Program Name
Program Description
Aircraft carrier RCOH
Perform refueling and complex overhaul ("RCOH") of nuclear-
powered aircraft carriers, which is required at the mid-point of their
50-year life cycle. USS John C. Stennis (CVN 74) arrived at
Newport News for the start of its RCOH in May 2021, and USS
George Washington (CVN 73) was redelivered to the U.S. Navy in
May 2023.
America class (LHA 6) amphibious assault
ships
Design and build large deck amphibious assault ships that provide
forward presence and power projection as an integral part of joint,
interagency and multinational maritime expeditionary forces. The
America class (LHA 6) ships, together with the Wasp class (LHD 1)
ships, are the successors to the decommissioned Tarawa class
(LHA 1) ships. The America class (LHA 6) ships optimize aviation
operations and support capabilities. In 2023, we were awarded a
long-lead-time material contract for Helmand Province (LHA 10),
and in 2024, we were awarded a contract modification for the detail
design and construction of Helmand Province (LHA 10). We are
currently constructing Bougainville (LHA 8) and Fallujah (LHA 9).
Arleigh Burke class (DDG 51) destroyers
Build guided missile destroyers designed for conducting anti-air,
anti-submarine, anti-surface, and strike operations. The Aegis-
equipped Arleigh Burke class (DDG 51) destroyers are the U.S.
Navy's primary surface combatant, and have been constructed in
variants, allowing technological advances during construction. We
delivered USS Frank E. Petersen Jr. (DDG 121), USS Lenah H.
Sutcliffe Higbee (DDG 123), and USS Jack H. Lucas (DDG 125) in
2021, 2022, and 2023, respectively. We have contracts to construct
the following Arleigh Burke class (DDG 51) destroyers: Ted
Stevens (DDG 128), Jeremiah Denton (DDG 129), George M. Neal
(DDG 131), Sam Nunn (DDG 133), Thad Cochran (DDG 135),
John F. Lehman (DDG 137), Telesforo Trinidad (DDG 139), Ernest
E. Evans (DDG 141), Charles J. French (DDG 142), and Richard J.
Danzig (DDG 143).
Columbia class (SSBN 826) submarines
Design and construct modules for Columbia class (SSBN 826)
nuclear ballistic missile submarines ("SSBNs") as a subcontractor
to Electric Boat. SSBNs are the most secure and survivable of our
nation’s nuclear deterrent triad. Columbia class SSBNs will carry
approximately 70 percent of the nation’s nuclear arsenal. The
Columbia class (SSBN 826) program plan of record is to construct
12 new SSBNs to replace the current aging Ohio class. We have a
teaming agreement with Electric Boat to build modules for the
entire Columbia class (SSBN 826) submarine program that
leverages our Virginia class (SSN 774) experience. We have been
awarded contracts from Electric Boat for integrated product and
process development, providing long–lead–time material and
advance construction, and construction of the first two boats of the
Columbia class (SSBN 826) submarine program. Construction of
the first Columbia class (SSBN 826) submarine began in 2020. In
2023, we received an award modification for long-lead-time
material and advance construction for the next five boats.
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53
USS Gerald R. Ford class (CVN 78)
aircraft carriers
Design and construction for the Ford class program, which is the
aircraft carrier replacement program for the decommissioned
Enterprise (CVN 65) and Nimitz class (CVN 68) aircraft carriers.
USS Gerald R. Ford (CVN 78), the first ship of the Ford class, was
delivered to the U.S. Navy in the second quarter of 2017. In June
2015, we were awarded a contract for the detail design and
construction of John F. Kennedy (CVN 79), following several years
of engineering, advance construction, and purchase of long-lead-
time components and material. In addition, we have received
awards for detail design and construction of Enterprise (CVN 80)
and Doris Miller (CVN 81). This category also includes the class'
non-recurring engineering. The class is expected to bring improved
warfighting capability, quality of life improvements for sailors, and
reduced life cycle costs.
Legend class National Security Cutter
Design and build the U.S. Coast Guard's National Security Cutters
("NSCs"), the largest and most technically advanced class of cutter
in the U.S. Coast Guard. The NSC is equipped to carry out
maritime homeland security, maritime safety, protection of natural
resources, maritime mobility, and national defense missions. There
were 11 ships planned for this program, of which the first ten ships
have been delivered.
Naval nuclear support services
Provide services to and in support of the U.S. Navy, ranging from
services supporting the Navy's carrier and submarine fleets to
maintenance services at U.S. Navy training facilities. Naval nuclear
support services include design, construction, maintenance, and
disposal activities for in-service U.S. Navy nuclear ships worldwide
through mobile and in-house capabilities. Services include
maintenance services on nuclear reactor prototypes.
San Antonio class (LPD 17) amphibious
transport dock ships
Design and build amphibious transport dock ships, which are
warships that embark, transport, and land elements of a landing
force for a variety of expeditionary warfare missions, and also
serve as the secondary aviation platform for Amphibious Readiness
Groups. The San Antonio class (LPD 17) is the newest addition to
the U.S. Navy's 21st century amphibious assault force, and these
ships are a key element of the U.S. Navy's seabase transformation.
In 2022, we delivered USS Fort Lauderdale (LPD 28), and we were
awarded a long-lead-time material contract for Philadelphia (LPD
32). In 2023, we received an award modification for the detail
design and construction of Philadelphia (LPD 32). In 2024, we
delivered USS Richard M. McCool Jr. (LPD 29), and we were
awarded a multi-ship procurement contract for the construction of
Travis Manion (LPD 33), LPD 34 (unnamed), and LPD 35
(unnamed). We are currently constructing Harrisburg (LPD 30),
Pittsburgh (LPD 31), and Philadelphia (LPD 32).
Virginia class (SSN 774) fast attack
submarines
Construct attack submarines as the principal subcontractor to
Electric Boat. The Virginia class (SSN 774) is a post-Cold War
design tailored to excel in a wide range of warfighting missions,
including anti-submarine and surface ship warfare; special
operation forces; strike; intelligence, surveillance, and
reconnaissance; carrier and expeditionary strike group support;
and mine warfare.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks, including those relating to interest rates and inflation.
Interest Rates - Our floating rate financial instruments subject to interest rate risk include a $1.7 billion credit facility
and a $1.7 billion commercial paper program. As of December 31, 2024, we had no indebtedness outstanding under
our credit facility or our commercial paper program.
Inflation - Macroeconomic factors have contributed, and we expect will continue to contribute, to increasing cost
inflation for raw materials, components, and supplies. We mitigate some cost inflation risk by negotiating long-term
agreements with certain raw material suppliers and incorporating price escalation provisions in customer contracts
to the extent possible. We include assumptions of anticipated cost growth in the development of our cost of
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54
completion estimates, but if inflationary conditions continue over the long-term, our cost assumptions may not be
sufficient to cover all cost escalation or may impact the availability of resources to execute the respective contracts.
Persistent cost inflation over the long-term may have an adverse impact on our financial position, results of
operations, or cash flows.
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55
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Huntington Ingalls Industries, Inc.
Newport News, Virginia
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Huntington Ingalls Industries,
Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of
operations and comprehensive income, changes in equity, and cash flows for each of the three years in the period
ended December 31, 2024, the related notes and the financial statement schedule listed in the Index at Item 15
(collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with
the accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on
criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated February 6, 2025, expressed an unqualified
opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue – Shipbuilding Contracts — Refer to Notes 2 and 6 to the financial statements
Critical Audit Matter Description
The Company recognizes revenue on shipbuilding contracts with U.S. Government customers over time as the
construction of the ship progresses because transfer of control to the customer is continuous. Ordinarily the
Company’s contracts represent a single distinct performance obligation due to the highly interdependent and
interrelated nature of the underlying goods. The use of the cost-to-cost method to measure performance progress
over time is supported by clauses in the related contracts that allow the customer to unilaterally terminate the
contract for convenience, pay the Company for costs incurred plus a reasonable profit, and take control of any work
in process. The accounting for these contracts involves judgment, particularly as it relates to the process of
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56
estimating total material costs, labor costs, and profit for the performance obligation. Cost of sales is recognized as
incurred, and revenues are determined by adding a proportionate amount of the estimated profit to the amount
reported as cost of sales.
Given the judgments necessary to estimate total material costs, labor costs, and profit in order to recognize revenue
for certain shipbuilding contracts, auditing such estimates required extensive audit effort due to the complexity of the
contracts and a high degree of auditor’s judgment, especially for contracts where there is limited historical data.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates of total material costs, labor costs, and profit in order to
recognize revenue for certain shipbuilding contracts included the following, among others:
•
We tested the effectiveness of controls over shipbuilding contract revenue, including management’s
controls over the estimates of total material costs, labor costs, and profit for performance obligations.
•
We developed independent estimates of revenue based on historical profit margins and current year
recorded costs. We compared those estimates to revenue recognized by the Company.
•
We obtained the population of contracts during 2024 and assessed the financial and performance risk of the
contracts based on our knowledge gained through prior-year audits of the Company, industry experience,
and ongoing conversations with members of program management regarding the contract performance to
identify contracts that we believe were riskier. For such contracts selected, we performed tailored audit
procedures to address the specific characteristics of audit interest identified. Procedures performed
included:
◦
Read the relevant portions of contracts including any recent contract modifications to understand
contract terms, including incentives, fee arrangement, scope of work, and other unusual contract
terms.
◦
Evaluated the estimates of total costs and profit for the performance obligation by performing some
combination of the following:
◦
Performed inquiries with the business managers and corroborated the information gained
from these inquiries with other parties who have detailed knowledge of the contract’s
progress, issues being encountered, and overall production status.
◦
Evaluated the appropriateness and consistency of management’s material and labor
estimates against historical performance, underlying performance metrics, and metrics of
similar performance obligations.
◦
Evaluated the range and probabilities of reasonably possible outcomes and where
management set its point estimate within the range and tested the accuracy and
completeness of the key data used in developing estimates.
◦
Performed retrospective reviews when evaluating the thoroughness and precision of
management’s estimation process by comparing costs incurred to date to previous
estimates.
◦
Tested the appropriateness of the timing and accuracy of changes in estimates, including
inspection of underlying source documentation, and consideration of any contradictory
information.
◦
Evaluated the necessity and appropriateness of any constraints applied against any
variable consideration.
/s/ Deloitte & Touche LLP
Richmond, Virginia
February 6, 2025
We have served as the Company’s auditor since 2011.
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57
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Huntington Ingalls Industries, Inc.
Newport News, Virginia
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Huntington Ingalls Industries, Inc. and subsidiaries
(the "Company") as of December 31, 2024, based on criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by
COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the
Company and our report dated February 6, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/ Deloitte & Touche LLP
Richmond, Virginia
February 6, 2025
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58
HUNTINGTON INGALLS INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Year Ended December 31
(in millions, except per share amounts)
2024
2023
2022
Sales and service revenues
Product sales
$
7,464
$
7,664
$
7,283
Service revenues
4,071
3,790
3,393
Sales and service revenues
11,535
11,454
10,676
Cost of sales and service revenues
Cost of product sales
6,500
6,467
6,225
Cost of service revenues
3,585
3,341
3,011
Income from operating investments, net
49
37
48
Other income and gains, net
9
120
1
General and administrative expenses
973
1,022
924
Operating income
535
781
565
Other income (expense)
Interest expense
(95)
(95)
(102)
Non-operating retirement benefit
179
148
276
Other, net
24
19
(20)
Earnings before income taxes
643
853
719
Federal and foreign income taxes
93
172
140
Net earnings
$
550
$
681
$
579
Basic earnings per share
$
13.96
$
17.07
$
14.44
Weighted-average common shares outstanding
39.4
39.9
40.1
Diluted earnings per share
$
13.96
$
17.07
$
14.44
Weighted-average diluted shares outstanding
39.4
39.9
40.1
Net earnings from above
$
550
$
681
$
579
Other comprehensive income
Change in unamortized benefit plan costs
528
238
436
Tax expense for items of other comprehensive income
(134)
(61)
(112)
Other comprehensive income, net of tax
394
177
324
Comprehensive income
$
944
$
858
$
903
The accompanying notes are an integral part of these consolidated financial statements.
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59
HUNTINGTON INGALLS INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
December 31
($ in millions)
2024
2023
Assets
Current Assets
Cash and cash equivalents
$
831
$
430
Accounts receivable, net
212
461
Contract assets
1,683
1,537
Inventoried costs, net
208
186
Income taxes receivable
204
183
Prepaid expenses and other current assets
90
83
Total current assets
3,228
2,880
Property, Plant, and Equipment
Land and land improvements
377
351
Buildings and leasehold improvements
3,182
2,954
Machinery and other equipment
2,267
2,197
Capitalized software costs
207
261
6,033
5,763
Accumulated depreciation and amortization
(2,583)
(2,467)
Property, plant, and equipment, net
3,450
3,296
Other Assets
Operating lease assets
239
262
Goodwill
2,618
2,618
Other intangible assets, net of accumulated amortization of $1,118 million as of 2024 and $1,009
million as of 2023
782
891
Pension plan assets
1,422
888
Miscellaneous other assets
402
380
Total other assets
5,463
5,039
Total assets
$
12,141
$
11,215
The accompanying notes are an integral part of these consolidated financial statements.
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60
HUNTINGTON INGALLS INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - CONTINUED
December 31
($ in millions)
2024
2023
Liabilities and Stockholders' Equity
Current Liabilities
Trade accounts payable
$
598
$
554
Accrued employees’ compensation
392
382
Current portion of long-term debt
503
231
Current portion of postretirement plan liabilities
124
129
Current portion of workers’ compensation liabilities
201
224
Contract liabilities
774
1,063
Other current liabilities
399
449
Total current liabilities
2,991
3,032
Long-term debt
2,700
2,214
Pension plan liabilities
142
212
Other postretirement plan liabilities
209
241
Workers’ compensation liabilities
443
449
Long-term operating lease liabilities
205
228
Deferred tax liabilities
378
367
Other long-term liabilities
407
379
Total liabilities
7,475
7,122
Commitments and Contingencies (Note 15)
Stockholders’ Equity
Common stock, $0.01 par value; 150,000,000 shares authorized; 53,714,128 issued and
39,129,419 outstanding as of 2024, and 53,595,748 issued and 39,618,880 outstanding as of
2023
1
1
Additional paid-in capital
2,045
2,045
Retained earnings
5,097
4,755
Treasury stock
(2,449)
(2,286)
Accumulated other comprehensive loss
(28)
(422)
Total stockholders’ equity
4,666
4,093
Total liabilities and stockholders’ equity
$
12,141
$
11,215
The accompanying notes are an integral part of these consolidated financial statements.
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61
HUNTINGTON INGALLS INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31
($ in millions)
2024
2023
2022
Operating Activities
Net earnings
$
550
$
681
$
579
Adjustments to reconcile to net cash provided by operating activities
Depreciation
217
219
218
Amortization of purchased intangibles
109
128
140
Other non-cash transactions, net
10
29
15
Stock-based compensation
23
34
36
Deferred income taxes
(122)
(113)
2
Loss (gain) on investments in marketable securities
(22)
(23)
25
Change in
Accounts receivable
256
168
(196)
Contract assets
(146)
(297)
70
Inventoried costs
(22)
(3)
(22)
Prepaid expenses and other current assets
(33)
(42)
20
Accounts payable and accruals
(315)
264
6
Retiree benefits
(112)
(75)
(127)
Net cash provided by operating activities
393
970
766
Investing Activities
Capital expenditures
Capital expenditure additions
(367)
(292)
(284)
Grant proceeds for capital expenditures
14
14
12
Investment in affiliates
—
(24)
(5)
Proceeds from equity method investment
—
63
6
Other investing activities, net
5
3
3
Net cash used in investing activities
(348)
(236)
(268)
Financing Activities
Proceeds from issuance of long-term debt
1,000
—
—
Repayment of long-term debt
(229)
(480)
(400)
Proceeds from line of credit borrowings
42
—
24
Repayment of line of credit borrowings
(42)
—
(24)
Debt issuance costs
(17)
—
—
Dividends paid
(206)
(200)
(192)
Repurchases of common stock
(162)
(75)
(52)
Employee taxes on certain share-based payment arrangements
(25)
(13)
(14)
Other financing activities, net
(5)
(3)
—
Net cash provided by (used in) financing activities
356
(771)
(658)
Change in cash and cash equivalents
401
(37)
(160)
Cash and cash equivalents, beginning of period
430
467
627
Cash and cash equivalents, end of period
$
831
$
430
$
467
Supplemental Cash Flow Disclosure
Cash paid for interest
$
101
$
101
$
100
Non-Cash Investing and Financing Activities
Capital expenditures accrued in accounts payable
$
23
$
29
$
12
The accompanying notes are an integral part of these consolidated financial statements.
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62
HUNTINGTON INGALLS INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
($ in millions)
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
(Deficit)
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders'
Equity
Balance as of December 31, 2021
$
1 $
1,998 $
3,891 $
(2,159) $
(923) $
2,808
Net earnings
—
—
579
—
—
579
Dividends declared ($4.78 per share)
—
—
(192)
—
—
(192)
Stock compensation
—
24
(2)
—
—
22
Other comprehensive income, net of tax
—
—
—
—
324
324
Treasury stock activity
—
—
—
(52)
—
(52)
Balance as of December 31, 2022
1
2,022
4,276
(2,211)
(599)
3,489
Net earnings
—
—
681
—
—
681
Dividends declared ($5.02 per share)
—
—
(200)
—
—
(200)
Stock compensation
—
23
(2)
—
—
21
Other comprehensive income, net of tax
—
—
—
—
177
177
Treasury stock activity
—
—
—
(75)
—
(75)
Balance as of December 31, 2023
1
2,045
4,755
(2,286)
(422)
4,093
Net earnings
—
—
550
—
—
550
Dividends declared ($5.25 per share)
—
—
(206)
—
—
(206)
Stock compensation
—
—
(2)
—
—
(2)
Other comprehensive income, net of tax
—
—
—
—
394
394
Treasury stock activity
—
—
—
(163)
—
(163)
Balance as of December 31, 2024
$
1 $
2,045 $
5,097 $
(2,449) $
(28) $
4,666
The accompanying notes are an integral part of these consolidated financial statements.
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63
HUNTINGTON INGALLS INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
Page
Item 8.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
64
1. DESCRIPTION OF BUSINESS
65
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
65
3. ACCOUNTING STANDARDS UPDATES
71
4. STOCKHOLDERS' EQUITY
72
5. EARNINGS PER SHARE
73
6. REVENUE
74
7. SEGMENT INFORMATION
78
8. ACCOUNTS RECEIVABLE
81
9. INVENTORIED COSTS, NET
82
10. GOODWILL AND OTHER INTANGIBLE ASSETS
82
11. INCOME TAXES
83
12. DEBT
87
13. INVESTIGATIONS, CLAIMS, AND LITIGATION
88
14. LEASES
89
15. COMMITMENTS AND CONTINGENCIES
90
16. EMPLOYEE PENSION AND OTHER POSTRETIREMENT BENEFITS
91
17. STOCK COMPENSATION PLANS
99
18. SUBSIDIARY GUARANTORS
101
19. SUBSEQUENT EVENTS
102
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64
HUNTINGTON INGALLS INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
Huntington Ingalls Industries, Inc. ("HII" or the "Company") is a global, all-domain defense partner, building and
delivering the world's most powerful, survivable naval ships and technologies that safeguard America's seas, sky,
land, space, and cyber. HII is organized into three reportable segments: Ingalls Shipbuilding ("Ingalls"), Newport
News Shipbuilding ("Newport News"), and Mission Technologies. For more than a century, the Company's Ingalls
segment in Mississippi and Newport News segment in Virginia have built more ships in more ship classes than any
other U.S. naval shipbuilder, making HII America’s largest shipbuilder. The Mission Technologies segment develops
integrated solutions that enable today's connected, all-domain force.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements of HII and its subsidiaries have been prepared in
conformity with accounting principles generally accepted in the United States of America ("GAAP") and the
instructions to Form 10-K promulgated by the Securities and Exchange Commission ("SEC"). As used in the Notes
to the Consolidated Financial Statements, the terms "HII" and "the Company" refer to HII and its subsidiaries. All
intercompany transactions and balances are eliminated in consolidation. For classification of current assets and
liabilities related to its long-term production contracts, the Company uses the duration of these contracts as its
operating cycle, which is generally longer than one year. Additionally, certain prior year amounts have been
reclassified to conform to the current year presentation.
Accounting Estimates - The preparation of the Company's consolidated financial statements requires management
to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of
contingencies at the date of the financial statements, as well as the reported amounts of revenues and expenses
during the reporting period. Estimates have been prepared on the basis of the most current and best available
information, and actual results could differ materially from those estimates.
Revenue Recognition - Most of the Company's revenues are derived from long-term contracts for the production of
goods and services provided to its U.S. Government customers. The Company generally recognizes revenues on
contracts with U.S. Government customers over time using a cost-to-cost measure of progress. The use of the cost-
to-cost method to measure performance progress over time is supported by clauses in the related contracts that
allow the customer to unilaterally terminate the contract for convenience, pay the Company for costs incurred plus a
reasonable profit, and take control of any work in process. The Company utilizes the cost-to-cost method to
measure performance progress because it best reflects the continuous transfer of control over the related goods
and services to the customer as the Company satisfies its performance obligations.
When the customer is not a U.S. Government entity, the Company may recognize revenue over time or at a point
in time when control transfers upon delivery, depending upon the facts and circumstances of the related
arrangement. When the Company determines that revenue should be recognized over time, the Company utilizes
a measure of progress that best depicts the transfer of control of the relevant goods and services to the customer.
Generally, the terms and conditions of the contracts result in a transfer of control of the related goods and
services as the Company satisfies its performance obligations. Accordingly, the Company recognizes revenue
over time using the cost-to-cost method to measure performance progress. The Company may, however, utilize a
measure of progress other than cost-to-cost, such as a labor-based measure of progress, if the terms and
conditions of the arrangement require such accounting.
When using the cost-to-cost method to measure performance progress, certain contracts may include costs that
are not representative of performance progress, such as large upfront purchases of uninstalled materials,
unexpected waste, or inefficiencies. In these cases, the Company adjusts its measure of progress to exclude
such costs, with the goal of better reflecting the transfer of control over the related goods or services to the
customer and recognizing revenue only to the extent of the costs incurred that reflect the Company's
performance under the contract.
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65
In addition, for time and material arrangements, the Company often utilizes the practical expedient allowing the
recognition of revenue in the amount the Company invoices, which corresponds with the value provided to the
customer and to which the Company is entitled to payment for performance to date.
A performance obligation is a promise to transfer a distinct good or service to the customer and is the unit of
account for which revenue is recognized. To determine the proper revenue recognition method, consideration is
given to whether two or more contracts should be combined and accounted for as one contract and whether a
single contract consists of more than one performance obligation. For contracts with multiple performance
obligations, the contract transaction price is allocated to each performance obligation using an estimate of the
standalone selling price based upon expected cost plus a margin at contract inception, which is generally the
price disclosed in the contract. Contracts are often modified to account for changes in contract specifications and
requirements. In the majority of circumstances, modifications do not result in additional performance obligations
that are distinct from the existing performance obligations in the contract, and the effects of the modifications are
recognized as an adjustment to revenue on a cumulative catch-up basis. Alternatively, in instances in which the
performance obligations in the modifications are deemed distinct, contract modifications are accounted for
prospectively.
The amount of revenue recognized as the Company satisfies performance obligations associated with contracts
with customers is based upon the determination of transaction price. Transaction price reflects the amount of
consideration to which the Company expects to be entitled for performance under the terms and conditions of the
relevant contract and may reflect fixed and variable components, including shareline incentive fees whereby the
value of the contract is variable based upon the amount of costs incurred, as well as other incentive fees based
upon achievement of contractual schedule commitments or other specified criteria in the contract. Shareline
incentive fees are determined based upon the formula under the relevant contract using the Company’s estimated
cost to complete for each period. The Company generally utilizes a most likely amount approach to estimate
variable consideration. In all such instances, the estimated revenues represent those amounts for which the
Company believes a significant reversal of revenue is not probable.
Contract Estimates - In estimating contract costs, the Company utilizes a profit-booking rate based upon
performance expectations that takes into consideration a number of assumptions and estimates regarding risks
related to technical requirements, feasibility, schedule, and contract costs. Management performs periodic
reviews of the contracts to evaluate the underlying risks, which may increase the profit-booking rate as the
Company is able to mitigate and retire such risks. Conversely, if the Company is not able to retire these risks,
cost estimates may increase, resulting in a lower profit-booking rate.
The cost estimation process requires significant judgment based upon the professional knowledge and
experience of the Company’s engineers, program managers, and financial professionals. Factors considered in
estimating the work to be completed and ultimate contract recovery include the availability, productivity, and cost
of labor, the nature and complexity of the work to be performed, the effect of change orders, the availability of
materials, the effect of any performance delays, the availability and timing of funding from the customer, and the
recoverability of any claims included in the estimates to complete.
Changes in estimates of sales, costs, and profits on a performance obligation are recognized using the
cumulative catch-up method of accounting, which recognizes in the current period the cumulative effect of the
changes in current and prior periods. A significant change in an estimate on one or more contracts in a period
could have a material effect on the Company's consolidated financial position or results of operations for that
period.
When estimates of total costs to be incurred exceed estimates of total revenue to be earned on a complex,
construction-type contract or a performance obligation related to such a contract, a provision for the entire loss on
the contract or the performance obligation is recognized in the period the loss is determined. The determination of
whether the loss is identified at the contract or performance obligation level is an accounting policy election that is
applied consistently to similar contract types.
Accounts Receivable - Accounts receivable include amounts related to any unconditional Company right to
receive consideration and are presented as accounts receivable, net in the consolidated statements of financial
position, separate from other contract balances. Accounts receivable are comprised of amounts billed and
currently due from customers. The Company reports accounts receivable net of an allowance for expected credit
losses. Because the Company's accounts receivable are primarily with the U.S. Government or with companies
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acting as a contractor to the U.S. Government, the Company does not have material exposure to accounts
receivable credit risk.
Contract Assets - Contract assets primarily relate to the Company’s right to consideration for work completed but
not billed as of the reporting date when the right to payment is not subject only to the passage of time, including
retention amounts. Contract assets are classified as current assets and, in accordance with industry practice,
include amounts that may be billed and collected beyond one year due to the long-term nature of many of the
Company's contracts. Contract assets are transferred to accounts receivable when the right to consideration
becomes unconditional.
Contract Liabilities - Contract liabilities are comprised of advance payments, billings in excess of revenues, and
deferred revenue amounts. Such advances are generally not considered a significant financing component,
because they are utilized to pay for contract costs within a one-year period. Contract liability amounts are
recognized as revenue once the requisite performance progress has occurred.
Inventoried Costs - Inventoried costs primarily relate to company-owned raw materials, which are stated at the lower
of cost or net realizable value, generally using the average-cost method, and costs capitalized pursuant to
applicable provisions of the Federal Acquisition Regulation ("FAR") and U.S. Cost Accounting Standards ("CAS").
Under the Company's U.S. Government contracts, the customer asserts title to, or a security interest in, inventories
related to such contracts as a result of contract advances, performance-based payments, and progress payments.
In accordance with industry practice, inventoried costs are classified as current assets and include amounts related
to contracts having production cycles longer than one year.
Costs to Obtain or Fulfill a Contract - Costs to obtain a contract are incremental direct costs incurred to obtain a
contract with a customer and are capitalized if material. Costs to fulfill a contract include costs directly related to a
contract or a specific anticipated contract (for example, mobilization and set-up) that generate or enhance the
Company's ability to satisfy its performance obligations under a contract. These costs are capitalized to the extent
they are expected to be recovered from the associated contract. Capitalized costs to obtain or fulfill a contract are
amortized to expense over the expected period of benefit. Costs to obtain or fulfill a contract are reported within
prepaid expenses and other current assets on the consolidated statements of financial position and are not material
as of December 31, 2024 and 2023.
Warranty Costs - Certain of the Company’s contracts contain assurance-type warranty provisions, which generally
promise that the service or vessel will comply with agreed upon specifications. In such instances, the Company
accrues the estimated loss by a charge to income in the relevant period. In limited circumstances, the Company's
complex construction type contracts may provide the customer with an option to purchase a warranty or provide an
extended assurance service coupled with the primary assurance warranty. In such cases, the Company accounts
for the warranty as a separate performance obligation to the extent it is material within the context of the contract.
Warranty liabilities are reported within other current liabilities and are not material as of December 31, 2024 and
2023.
Government Grants - The Company recognizes incentive grants, inclusive of transfers of depreciable assets, from
federal, state, and local governments at fair value upon compliance with the conditions of their receipt and
reasonable assurance that the grants will be received or the depreciable assets will be transferred. Grants related to
specific expenses are recognized in the period in which the expenses are incurred as an offset to the related
expenses. Grants related to depreciable assets are recognized over the periods and in the proportions in which
depreciation expense on those assets is recognized. Government grants are reported within other current liabilities
and other long term liabilities and are not material as of December 31, 2024 and 2023.
General and Administrative Expenses - In accordance with industry practice and regulations that govern the cost
accounting requirements for government contracts, most general corporate expenses incurred at both the segment
and corporate locations are allowable and allocable costs on government contracts. These costs are allocated to
contracts in progress on a systematic basis, and contract performance factors include this as an element of cost.
General and administrative expenses also include certain other costs that do not affect segment operating income,
primarily non-current state income taxes. Non-current state income taxes include deferred state income taxes,
which reflect the change in deferred state tax assets and liabilities, and the tax expense or benefit associated with
changes in state unrecognized tax benefits in the relevant period.
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Research and Development - Company-sponsored research and development activities primarily include
independent research and development ("IR&D") related to experimentation, design, development, and test
activities for government programs. IR&D expenses are included in general and administrative expenses and are
generally allocable to government contracts. Company-sponsored IR&D expenses totaled $27 million, $35 million,
and $40 million for the years ended December 31, 2024, 2023, and 2022, respectively. Expenses for research and
development sponsored by the customer are charged directly to the related contracts.
Fair Value of Financial Instruments - The accounting standard for fair value measurements provides a framework for
measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined
as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the
principal or most advantageous market in an orderly transaction between market participants on the measurement
date. The accounting standard provides a fair value hierarchy, which requires an entity to maximize the use of
observable inputs, where available. The three levels of inputs consist of:
Level 1: Quoted prices in active markets for identical assets and liabilities.
Level 2: Observable inputs, other than Level 1 prices, such as: quoted prices for similar assets or liabilities; quoted
prices in markets that are not active; or other inputs that are observable or that the Company corroborates
with observable market data for substantially the full term of the related assets or liabilities.
Level 3: Unobservable inputs supported by little or no market activity that are significant to the fair value of the
assets and liabilities.
Except for the Company's long-term debt, the carrying amounts of the Company's financial instruments that are
recorded at historical cost approximate fair value due to the short-term nature of the instruments and low credit risk
associated with the respective counterparties.
The Company maintains multiple grantor trusts to fund certain non-qualified pension plans. These trusts were
valued at $233 million and $220 million as of December 31, 2024 and 2023, respectively, and are presented within
miscellaneous other assets on the consolidated statements of financial position. These trusts consist primarily of
investments in marketable securities, which are held at fair value within Level 1 of the fair value hierarchy.
Asset Retirement Obligations - Asset decommissioning and/or remediation activities may be required when the
Company ceases to utilize certain facilities. The Company records, within other current liabilities or other long-term
liabilities as appropriate, all known asset retirement obligations for which the liability's fair value can be reasonably
estimated, including certain asbestos removal, asset decommissioning, and lease restoration obligations. Asset
retirement obligations for which the liability's fair value can be reasonably estimated are not material as of
December 31, 2024 and 2023.
Income Taxes - Income tax expense and other related information are based on the prevailing statutory rates for
U.S. federal income taxes and the composite state income tax rate for the Company for each period presented.
Non-current state income taxes include deferred state income taxes, which reflect the change in deferred state tax
assets and liabilities, and the tax expense or benefit associated with changes in state unrecognized tax benefits in
the relevant period. These amounts are recorded within operating income, while the current period state income tax
expense, which is generally allowable and allocable to contracts, is charged to contract costs and included in cost of
sales and service revenues in segment operating income.
Deferred income taxes are recorded when revenues and expenses are recognized in different periods for financial
statement purposes and for tax return purposes. Deferred tax asset or liability account balances are calculated at
the balance sheet date using current tax laws and rates expected to be in effect when the deferred tax items
reverse in future periods.
The Company recognizes deferred tax assets to the extent it believes these assets are more likely than not to be
realized. In making such a determination, the Company considers all available positive and negative evidence,
including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning
strategies, and results of recent operations. Based on the Company's evaluation of these deferred tax assets,
valuation allowances of $26 million and $29 million were recognized as of December 31, 2024 and 2023,
respectively.
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Uncertain tax positions meeting the more-likely-than-not recognition threshold, based on the merits of the position,
are recognized in the financial statements. The Company recognizes the amount of tax benefit that is more than
50% likely to be realized upon ultimate settlement with the related tax authority. If a tax position does not meet the
minimum statutory threshold to avoid payment of penalties, the Company recognizes an expense for the amount of
the penalty in the period the tax position is claimed or expected to be claimed in its tax return. Penalties and
accrued interest related to unrecognized tax benefits are recognized as a component of income tax expense.
Changes in accruals associated with unrecognized tax benefits are recorded in earnings in the period in which they
are determined.
Cash and Cash Equivalents - The carrying amounts of cash and cash equivalents approximate fair value due to the
short-term nature of these assets, which have original maturity dates of 90 days or less.
Concentration Risk - The Company’s assets that are exposed to concentrations of credit risk consist primarily of
cash and cash equivalents. The Company places its cash and cash equivalents with reputable financial institutions
and limits the amount of credit exposure with any one of them. The Company regularly evaluates the
creditworthiness of these financial institutions and mitigates this credit risk by entering into transactions with high-
quality counterparties, limiting the exposure to each counterparty, and monitoring the financial condition of its
counterparties.
In connection with its U.S. Government contracts, the Company is required to procure certain raw materials,
components, and parts from supply sources approved by the U.S. Government. Only one supplier may exist for
certain components and parts required to manufacture the Company's products.
Property, Plant, and Equipment - Depreciable properties owned by the Company are recorded at cost and
depreciated over the estimated useful lives of individual assets. Major improvements are capitalized while
expenditures for maintenance, repairs, and minor improvements are expensed. Costs incurred for computer
software developed or purchased for internal use are capitalized and amortized over the expected useful life of the
software, not to exceed ten years. Leasehold improvements are amortized over the shorter of their useful lives or
the term of the lease.
The remaining assets are depreciated using the straight-line method, with the following lives:
Years
Land improvements
2
-
40
Buildings and improvements
2
-
60
Capitalized software costs
3
-
10
Machinery and other equipment
2
-
40
The Company evaluates the recoverability of its property, plant, and equipment when changes in economic
circumstances or business objectives indicate the carrying value may not be recoverable. The Company's
evaluations include estimated future cash flows, profitability, and other factors affecting fair value. As these
assumptions and estimates may change over time, it may or may not be necessary to record impairment charges.
Leases - The Company determines if an arrangement is a lease at contract inception. A lease exists when a
contract conveys to a party the right to control the use of identified property, plant, or equipment for a period of time
in exchange for consideration. The Company recognizes a lease liability at the lease commencement date, as the
present value of future lease payments, using an estimated rate of interest that the Company would pay to borrow
equivalent funds over an equivalent term on a collateralized basis. A lease asset is recognized based on the lease
liability value and adjusted for any prepaid lease payments, initial direct costs, or lease incentive amounts. The
lease term at the commencement date includes any renewal options or termination options when it is reasonably
certain that the Company will exercise or not exercise those options, respectively.
Right of use assets associated with operating leases are recognized in operating lease assets in the consolidated
statements of financial position. Lease liabilities associated with operating leases are recognized in long-term
operating lease liabilities, with short-term lease liability amounts included in other current liabilities in the
consolidated statements of financial position. Right of use assets associated with finance leases are included in
miscellaneous other assets in the consolidated statements of financial position. Finance lease liabilities are included
in the current portion of long-term debt and long-term debt in the consolidated statements of financial position.
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Rent expense for operating leases is recognized on a straight-line basis over the lease term and included in cost of
sales and service revenues in the consolidated statements of operations and comprehensive income. Variable lease
payments are generally recognized to expense as incurred and are not included in the right of use assets or lease
liabilities.
The Company elected, for all asset classes, to exclude from its consolidated statements of financial position leases
having terms of 12 months or less (short-term leases) and elected not to separate lease and non-lease components
in the determination of lease payment obligations for its long-term lease contracts.
Goodwill and Other Intangible Assets - The Company performs impairment tests for goodwill annually as of October
31 and between annual impairment tests if an event occurs or circumstances of potential impairment exist. The
Company tests for impairment of goodwill by assessing qualitative factors to determine whether it is more likely than
not that the fair value of the goodwill allocated to the reporting unit is less than its carrying amount. If the qualitative
assessment indicates a possible impairment, the carrying value of the reporting unit is compared to its fair value. If
the fair value is determined to be less than the carrying value, the Company records an impairment charge to the
reporting unit.
The Company evaluates the recoverability of its intangible long-lived assets when changes in economic
circumstances or business objectives indicate the carrying value may not be recoverable. The Company's
purchased intangible assets are amortized on a straight-line basis or a method based on the pattern of benefits over
their estimated useful lives.
Equity Method Investments - Investments in which the Company has the ability to exercise significant influence over
the investee, but does not own a majority interest or otherwise control, are accounted for under the equity method of
accounting and are included in miscellaneous other assets in the consolidated statements of financial position. The
Company's equity method investments align strategically and are integrated with the Company's operations.
Accordingly, the Company's share of the net earnings or losses of the investee is included in income from operating
investments, net within the consolidated statements of operations and comprehensive income. The Company
evaluates its equity method investments for other than temporary impairment whenever events or changes in
business circumstances indicate that the carrying amounts of such investments may not be fully recoverable. If a
decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in
earnings in the current period.
In 2021, the Company contributed its San Diego Shipyard business to a joint venture, Titan Acquisition Holdings,
L.P. ("Titan"), in exchange for a 10% non-controlling interest, which was recorded under the equity method of
accounting. In 2023, the Company sold its investment in Titan. For the year ended December 31, 2023, the
Company received $63 million in proceeds and recognized an immaterial loss on sale.
Self-Insured Group Medical Insurance - The Company maintains a self-insured group medical insurance plan. The
plan is designed to provide a specified level of coverage for employees and their dependents. Estimated liabilities
for incurred but not paid claims utilize actuarial methods based on various assumptions, which include, but are not
limited to, HII's historical loss experience and projected loss development factors. These liabilities are recorded in
other current liabilities on the consolidated statements of financial position and are not material as of December 31,
2024 and 2023.
Self-Insured Workers' Compensation Plan - The Company's operations are subject to federal and state workers'
compensation laws. The Company maintains self-insured workers' compensation plans and participates in federally
administered second injury workers' compensation funds. The Company estimates the liability for claims and
funding requirements on a discounted basis utilizing actuarial methods based on various assumptions, which
include, but are not limited to, the Company's historical loss experience and projected loss development factors as
compiled in an annual actuarial study. Self-insurance accruals include amounts related to liabilities for reported
claims and an estimated accrual for claims incurred but not reported. The Company's workers' compensation liability
was discounted at 4.58% and 3.93% as of December 31, 2024 and 2023, respectively. These discount rates were
determined using a risk-free rate based on future payment streams. Workers' compensation benefit obligations on
an undiscounted basis were $780 million and $784 million as of December 31, 2024 and 2023, respectively.
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Litigation, Commitments, and Contingencies - Amounts associated with litigation, commitments, and contingencies
are recorded as charges to earnings when management, after taking into consideration the facts and circumstances
of each matter, including any settlement offers and projected loss or claim development factors, has determined it is
probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
Loan Receivable - The Company holds a loan receivable in connection with the financing of the sale of its
previously owned Avondale Shipyard facility. The receivable was carried at amortized cost of $44 million, net of $7
million of loan discount, as of December 31, 2024, and at amortized cost of $41 million, net of $9 million loan
discount, as of December 31, 2023. The loan receivable approximates fair value and is recorded in miscellaneous
other assets on the consolidated statements of financial position. Interest income is recognized on an accrual basis
using the effective yield method and reported within other, net on the consolidated statements of operations and
comprehensive income and is not material for the years ended December 31, 2024, 2023, and 2022. The discount
is accreted into income using the effective yield method over the estimated life of the loan receivable.
Retirement Related Benefit Costs - The Company accounts for its retirement related benefit plans on the accrual
basis. The measurements of obligations, costs, assets, and liabilities require significant judgment. The costs of
benefits provided by defined benefit pension plans are recorded in the period participating employees provide
service. The costs of benefits provided by other postretirement benefit plans are recorded in the period participating
employees attain full eligibility. The discount rate assumption is defined under GAAP as the rate at which a plan's
obligation could be effectively settled. A discount rate is established for each of the retirement related benefit plans
at its respective measurement date.
The expected return on plan assets component of retirement related costs is used to calculate net periodic expense.
Unless plan assets and benefit obligations are subject to re-measurement during the year, the expected return on
assets is based on the fair value of plan assets at the beginning of the year. The costs of plan amendments that
provide benefits already earned by plan participants (prior service costs and credits) are deferred in accumulated
other comprehensive loss and amortized over the expected future service period of active participants as of the date
of amendment. Actuarial gains and losses arising from differences between assumptions and actual experience or
changes in assumptions are deferred in accumulated other comprehensive loss. This unrecognized amount is
amortized to the extent it exceeds 10% of the greater of the plan's benefit obligation or plan assets. The
amortization period for actuarial gains and losses is the estimated remaining service life of the plan participants.
The Company recognizes the funded status of each retirement related benefit plan as an asset or liability in its
consolidated statements of financial position. The funded status represents the difference between the plan's benefit
obligation and the fair value of the plan's assets. Unrecognized deferred amounts, such as demographic or asset
gains or losses and the impacts of plan amendments, are included in accumulated other comprehensive loss and
amortized as described above.
Stock Compensation - Stock-based compensation value is determined based on the closing market price of the
Company's common stock on grant date, and the expense is recognized over the vesting period. At each reporting
date, the number of shares is adjusted to equal the number ultimately expected to vest based on the Company's
expectations regarding the relevant performance and service criteria.
3. ACCOUNTING STANDARDS UPDATES
Recently Adopted Guidance
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update
("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which
requires, among other things, segment disclosures of significant expenses that are regularly reported to the chief
operating decision maker and the nature of segment expense information used to manage operations. The
guidance was effective on a retrospective basis for annual reporting periods beginning after December 15, 2023,
and interim periods within fiscal years beginning after December 15, 2024. The Company’s adoption of the guidance
did not have a material impact on its consolidated financial statements. See Note 7: Segment Information.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures, which requires disaggregated information about the effective tax rate reconciliation and taxes paid,
including additional information on taxes paid that meet a quantitative threshold. The guidance is effective for annual
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reporting periods beginning after December 15, 2024, with early adoption permitted. The Company early adopted
the guidance on a retrospective basis for the annual reporting period ending December 31, 2024, and the guidance
did not have a material impact on the Company’s consolidated financial statements. See Note 11: Income Taxes.
Accounting Guidance Issued But Not Adopted as of December 31, 2024
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—
Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new
guidance requires, among other things, tabular and qualitative disclosure of disaggregated expense information that
is included in certain expense line items presented on the consolidated statement of operations. The new guidance
also requires that the total amount and definition of selling expenses be disclosed. The new guidance is effective on
a prospective basis for annual reporting periods beginning after December 15, 2026, and interim reporting periods
beginning after December 15, 2027, with early adoption and retrospective application permitted. The Company is
currently evaluating the impacts of the new guidance on its consolidated financial statements.
Other accounting pronouncements issued but not effective until after December 31, 2024, are not expected to have
a material impact on the Company's consolidated financial position, results of operations, or cash flows.
4. STOCKHOLDERS' EQUITY
Common Stock - Changes in the number of Company outstanding shares for the year ended December 31, 2024,
resulted from shares purchased in the open market under the Company's stock repurchase program and share
activity under its stock compensation plans. See Note 17: Stock Compensation Plans.
Treasury Stock - In January 2024, the Company's board of directors authorized an increase in the Company's stock
repurchase program from $3.2 billion to $3.8 billion and an extension of the term of the program to December 31,
2028. Repurchases are made from time to time at management's discretion in accordance with applicable federal
securities laws. For the year ended December 31, 2024, the Company repurchased 607,841 shares at an
aggregate cost of $163 million, including $1 million of accrued excise tax. For the years ended December 31, 2023
and 2022, the Company repurchased 337,007 and 244,561 shares, respectively, at aggregate costs of $75 million
and $52 million, respectively. The cost of purchased shares is recorded as treasury stock in the consolidated
statements of financial position.
Dividends - In November 2024, the Company's board of directors authorized an increase in the Company's quarterly
cash dividend from $1.30 per share to $1.35 per share. In November 2023, the Company's board of directors
authorized an increase in the Company's quarterly cash dividend from $1.24 per share to $1.30 per share. In
November 2022, the Company's board of directors authorized an increase in the Company's quarterly cash dividend
from $1.18 per share to $1.24 per share. The Company paid cash dividends totaling $206 million ($5.25 per share),
$200 million ($5.02 per share), and $192 million ($4.78 per share) in the years ended December 31, 2024, 2023,
and 2022, respectively.
Accumulated Other Comprehensive Loss - Other comprehensive loss refers to gains and losses recorded as an
element of stockholders' equity but excluded from net earnings. The accumulated other comprehensive loss was
comprised of unamortized benefit plan costs of $28 million and $422 million as of December 31, 2024 and 2023,
respectively.
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The changes in accumulated other comprehensive loss by component for the years ended December 31, 2024,
2023, and 2022, were as follows:
($ in millions)
Benefit Plans
Total
Balance as of December 31, 2021
$
(923) $
(923)
Other comprehensive income before reclassifications
390
390
Amounts reclassified from accumulated other comprehensive loss
Amortization of prior service cost1
18
18
Amortization of net actuarial loss1
32
32
Settlement gain1
(4)
(4)
Tax benefit (expense) for items of other comprehensive income
(112)
(112)
Net current period other comprehensive income
324
324
Balance as of December 31, 2022
(599)
(599)
Other comprehensive income before reclassifications
221
221
Amounts reclassified from accumulated other comprehensive loss
Amortization of prior service cost1
15
15
Amortization of net actuarial loss1
2
2
Tax expense for items of other comprehensive income
(61)
(61)
Net current period other comprehensive income
177
177
Balance as of December 31, 2023
(422)
(422)
Other comprehensive income before reclassifications
509
509
Amounts reclassified from accumulated other comprehensive loss
Amortization of prior service cost1
14
14
Amortization of net actuarial loss1
5
5
Tax expense for items of other comprehensive income
(134)
(134)
Net current period other comprehensive income
394
394
Balance as of December 31, 2024
$
(28) $
(28)
1 These accumulated comprehensive loss components are included in the computation of net periodic benefit cost.
See Note 16: Employee Pension and Other Postretirement Benefits. The tax expense recorded in stockholders'
equity for the amounts reclassified from accumulated other comprehensive loss for the years ended December 31,
2024, 2023, and 2022, was $5 million, $4 million, and $12 million, respectively.
5. EARNINGS PER SHARE
Basic and diluted earnings per common share were calculated as follows:
Year Ended December 31
(in millions, except per share amounts)
2024
2023
2022
Net earnings
$
550
$
681
$
579
Weighted-average common shares outstanding
39.4
39.9
40.1
Net effect of dilutive stock options and awards
—
—
—
Dilutive weighted-average common shares outstanding
39.4
39.9
40.1
Earnings per share - basic
$
13.96
$
17.07
$
14.44
Earnings per share - diluted
$
13.96
$
17.07
$
14.44
The Company's calculation of diluted earnings per common share includes the dilutive effects of the assumed
exercise of stock options and vesting of restricted stock based on the treasury stock method. Under the treasury
stock method, the Company has excluded from the diluted share amounts presented above the effects of 0.4 million
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Restricted Performance Stock Rights ("RPSRs") and 0.1 million Restricted Stock Rights ("RSRs") for the year
ended December 31, 2024, and 0.4 million RPSRs for each of the years ended December 31, 2023 and 2022.
6. REVENUE
The following is a description of principal activities from which the Company generates its revenues. For more
detailed information regarding reportable segments, see Note 7: Segment Information. For more detailed
information regarding the Company's significant accounting policy for revenue, see Note 2: Summary of Significant
Accounting Policies.
U.S. Government Contracts
The Ingalls and Newport News segments generate revenue primarily from performance under multi-year contracts
with the U.S. Government, generally the U.S. Navy and U.S. Coast Guard, or prime contractors to contracts with the
U.S. Government, relating to the advance planning, design, construction, repair, maintenance, refueling, overhaul,
or inactivation of nuclear-powered ships and non-nuclear ships. The period over which the Company performs may
extend past five years. The Mission Technologies segment also generates the majority of its revenue from contracts
with the U.S. Government, including U.S. Government agencies. The Company generally invoices and receives
related payments based upon performance progress no less frequently than monthly.
Shipbuilding - For most of the Company's shipbuilding contracts, the customer contracts with the Company to
provide a comprehensive service of designing, procuring long-lead-time materials, manufacturing, and integrating
complex equipment and technologies into a single ship or project, often resulting in a single performance obligation.
Contract modifications to account for changes in specifications and requirements are recognized when approved by
the customer. In the majority of circumstances, modifications do not result in additional performance obligations that
are distinct from the existing performance obligations in the contract, and the effects of the modifications are
recognized as an adjustment to revenue on a cumulative catch-up basis. Alternatively, in instances in which the
performance obligations in the modifications are deemed distinct, contract modifications are accounted for
prospectively.
The Company’s multi-year shipbuilding contracts with the U.S. Government are routinely modified as the result of
unpriced change orders arising in the ordinary course of business. These anticipated changes are accounted for as
contract modifications when the scope of the work has been approved and it is probable that the price will be
approved. The Company recognizes variable consideration included in the transaction price for a modified contract
to the extent the Company believes a significant reversal of revenue is not probable.
The Company considers incentive and award fees to be variable consideration and includes in the transaction price
at inception the consideration to which the Company expects to be entitled under the terms and conditions of the
contract, generally estimated using a most likely amount approach. Estimated revenues represent those amounts
for which the Company believes a significant reversal of revenue is not probable.
The Company recognizes revenues related to shipbuilding contracts as it satisfies the related performance
obligations over time using a cost-to-cost input method to measure performance progress, which best reflects the
transfer of control to the customer.
Services - The Mission Technologies segment generates revenue primarily under U.S. Government contracts.
Contracts generally are structured using either an Indefinite Delivery/Indefinite Quantity ("IDIQ") vehicle, under
which orders are issued, or a standalone contract. Contracts may be fixed-price or cost-type, include variable
consideration such as incentives and awards, and structured as task orders under an IDIQ contract vehicle or
requirements contract vehicle. In either case, the Company generally performs services over a shorter duration and
may continue to perform upon exercise of related period of performance options that are also shorter in duration.
The Company’s performance obligations vary in nature and may be stand-ready, in which case the Company
responds to the customer’s needs on the basis of its demand, a recurring service, typically recurring maintenance
services, or a single performance obligation that does not comprise a series of distinct services.
In determining transaction price, the Company considers incentives and other contingencies to be variable
consideration and includes in the initial transaction price the consideration to which the Company expects to be
entitled under the terms and conditions of the contract, generally estimated using a most likely amount approach.
Transaction price is limited to the extent of funding allotted by the customer and available for performance, and
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74
estimated revenues represent those amounts for which the Company believes a significant reversal of revenue is
not probable. Where a series of distinct services has been identified, the Company generally allocates variable
consideration to distinct time increments of service.
The Company generally recognizes revenue as it satisfies the related performance obligations over time using a
cost-to-cost input method to measure performance progress, because, even when the Company has identified a
series of services, its cost incurrence pattern generally is not ratable given the complex nature of the services the
Company provides. Invoices are issued and related payments are received, on the basis of performance progress,
no less frequently than monthly. In addition, many of the Company's U.S. Government services contracts are time
and material arrangements. As a result, the Company often utilizes the practical expedient allowing the recognition
of revenue in the amount the Company invoices, which corresponds with the value provided to the customer and to
which the Company is entitled to payment for performance to date.
Non-U.S. Government Contracts
Revenues generated under commercial and state and local government agency contracts are primarily derived from
the provision of nuclear and environmental services. Non-U.S. Government contracts typically are one or two years
in duration.
In determining transaction price, the Company considers incentives and other contingencies to be variable
consideration and includes in the initial transaction price the consideration to which the Company expects to be
entitled under the terms and conditions of the contract, generally estimated using a most likely amount approach. In
the context of variable consideration, the Company limits the transaction price to amounts for which the Company
believes a significant reversal of revenue is not probable. Such amounts may relate to transaction price in excess of
funding, a lack of history with the customer, a lack of history with the goods or services being provided, or other
items.
Revenue generally is recognized over time given the terms and conditions of the related contracts. The Company
generally utilizes a cost-to-cost input method to measure performance progress, which best reflects the transfer of
control to the customer. The Company’s non-U.S. Government contract portfolio is comprised of a large number of
time and material arrangements. As a result, the Company often utilizes the practical expedient allowing the
recognition of revenue in the amount the Company invoices, which corresponds with the value provided to the
customer and to which the Company is entitled to payment for performance to date.
Disaggregation of Revenue
The following tables present revenues on a disaggregated basis, in a manner that reconciles with the Company's
reportable segment disclosures, for the following categories: product versus service type, customer type, contract
type, and major program. See Note 7: Segment Information. The Company believes that this level of disaggregation
provides investors with information to evaluate the Company’s financial performance and provides the Company
with information to make capital allocation decisions in the most appropriate manner.
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75
The following tables present revenues on a disaggregated basis:
Year Ended December 31, 2024
($ in millions)
Ingalls
Newport
News
Mission
Technologies
Intersegment
Eliminations
Total
Revenue Type
Product sales
$
2,424
$
4,921
$
119
$
—
$
7,464
Service revenues
335
1,045
2,691
—
4,071
Intersegment
8
3
127
(138)
—
Sales and service revenues
$
2,767
$
5,969
$
2,937
$
(138) $
11,535
Customer Type
Federal
$
2,759
$
5,964
$
2,804
$
—
$
11,527
Commercial
—
2
5
—
7
State and local government agencies
—
—
1
—
1
Intersegment
8
3
127
(138)
—
Sales and service revenues
$
2,767
$
5,969
$
2,937
$
(138) $
11,535
Contract Type
Firm fixed-price
$
7
$
7
$
343
$
—
$
357
Fixed-price incentive
2,417
3,127
9
—
5,553
Cost-type
335
2,832
2,281
—
5,448
Time and materials
—
—
177
—
177
Intersegment
8
3
127
(138)
—
Sales and service revenues
$
2,767
$
5,969
$
2,937
$
(138) $
11,535
Year Ended December 31, 2023
($ in millions)
Ingalls
Newport
News
Mission
Technologies
Intersegment
Eliminations
Total
Revenue Type
Product sales
$
2,495
$
5,053
$
116
$
—
$
7,664
Service revenues
248
1,077
2,465
—
3,790
Intersegment
9
3
118
(130)
—
Sales and service revenues
$
2,752
$
6,133
$
2,699
$
(130) $
11,454
Customer Type
Federal
$
2,743
$
6,129
$
2,558
$
—
$
11,430
Commercial
—
1
22
—
23
State and local government agencies
—
—
1
—
1
Intersegment
9
3
118
(130)
—
Sales and service revenues
$
2,752
$
6,133
$
2,699
$
(130) $
11,454
Contract Type
Firm fixed-price
$
2
$
4
$
322
$
—
$
328
Fixed-price incentive
2,497
3,364
6
—
5,867
Cost-type
244
2,762
2,039
—
5,045
Time and materials
—
—
214
—
214
Intersegment
9
3
118
(130)
—
Sales and service revenues
$
2,752
$
6,133
$
2,699
$
(130) $
11,454
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76
Year Ended December 31, 2022
($ in millions)
Ingalls
Newport
News
Mission
Technologies
Intersegment
Eliminations
Total
Revenue Type
Product sales
$
2,372
$
4,821
$
90
$
—
$
7,283
Service revenues
186
1,026
2,181
—
3,393
Intersegment
12
5
116
(133)
—
Sales and service revenues
$
2,570
$
5,852
$
2,387
$
(133) $
10,676
Customer Type
Federal
$
2,558
$
5,846
$
2,221
$
—
$
10,625
Commercial
—
1
49
—
50
State and local government agencies
—
—
1
—
1
Intersegment
12
5
116
(133)
—
Sales and service revenues
$
2,570
$
5,852
$
2,387
$
(133) $
10,676
Contract Type
Firm fixed-price
$
8
$
14
$
277
$
—
$
299
Fixed-price incentive
2,369
3,009
—
—
5,378
Cost-type
181
2,824
1,725
—
4,730
Time and materials
—
—
269
—
269
Intersegment
12
5
116
(133)
—
Sales and service revenues
$
2,570
$
5,852
$
2,387
$
(133) $
10,676
Year Ended December 31
($ in millions)
2024
2023
2022
Major Programs
Amphibious assault ships
$
1,426
$
1,511
$
1,415
Surface combatants and coast guard cutters
1,330
1,225
1,138
Other
11
16
17
Total Ingalls
2,767
2,752
2,570
Aircraft carriers
3,239
3,374
3,203
Submarines
2,206
2,161
2,002
Other
524
598
647
Total Newport News
5,969
6,133
5,852
C5ISR, CEW&S, LVC
2,458
2,232
1,950
Other
479
467
437
Total Mission Technologies
2,937
2,699
2,387
Intersegment eliminations
(138)
(130)
(133)
Sales and service revenues
$
11,535
$
11,454
$
10,676
As of December 31, 2024, the Company had $48.7 billion of remaining performance obligations. The Company
expects to recognize approximately 21% of its remaining performance obligations as revenue through 2025, an
additional 35% through 2027, and the balance thereafter.
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77
Cumulative Catch-up Revenue Adjustments
The following table presents the effect of net cumulative catch-up revenue adjustments on operating income and
diluted earnings per share:
Year Ended December 31
($ in millions, except per share amounts)
2024
2023
2022
Effect on operating income
$
(126) $
118
$
113
Effect on diluted earnings per share
$
(2.51) $
2.33
$
2.22
For each of the years ended December 31, 2024, 2023, and 2022, no individual favorable cumulative catch-up
revenue adjustment was material to the Company's consolidated statements of operations and comprehensive
income. For each of the years ended December 31, 2024, 2023, and 2022, no individual unfavorable cumulative
catch-up revenue adjustment was material to the Company's consolidated statements of operations and
comprehensive income.
Contract Balances
Contract assets primarily relate to the Company's right to consideration for work completed but not billed as of the
reporting date when the right to payment is not subject only to the passage of time. Contract liabilities relate to
advance payments, billings in excess of revenues, and deferred revenue amounts.
Contract assets include retention amounts, substantially all of which were under U.S. Government contracts, and
were comprised of the following:
December 31
($ in millions)
2024
2023
Due from U.S. Government
$
1,638
$
1,471
Due from other customers
45
66
Total contract assets
$
1,683
$
1,537
The Company reports contract balances in a net contract asset or contract liability position on a contract-by-contract
basis at the end of each reporting period. Net contract assets were comprised as follows:
December 31
($ in millions)
2024
2023
Contract assets
$
1,683
$
1,537
Contract liabilities
774
1,063
Net contract assets
$
909
$
474
The Company recognized revenue related to its prior year-end contract liabilities of $938 million, $690 million, and
$562 million for the years ended December 31, 2024, 2023, and 2022, respectively.
7. SEGMENT INFORMATION
The Company is organized into three operating segments, which are also its reportable segments: Ingalls, Newport
News, and Mission Technologies, consistent with HII’s principal lines of business. Ingalls includes the Company’s
non-nuclear ship design, construction, repair, and maintenance businesses. Newport News includes all of the
Company’s nuclear ship design, construction, overhaul, refueling, and repair and maintenance businesses. The
Mission Technologies segment provides a wide range of services and products, including command, control,
computers, communications, cyber, intelligence, surveillance, and reconnaissance systems and operations; the
application of artificial intelligence and machine learning to battlefield decisions; defense and offensive cyberspace
strategies and electronic warfare; uncrewed autonomous systems; live, virtual, and constructive training solutions;
fleet sustainment; and critical nuclear operations.
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78
The Company’s operations are managed by senior executives reporting to the Company’s President and Chief
Executive Officer, the chief operating decision maker, who regularly reviews the reportable segments’ operating
results to assess performance and allocate resources.
The Company internally manages operations by reference to segment operating income, which is defined as
operating income before the Operating FAS/CAS Adjustment and non-current state income taxes, neither of which
affects contract performance. In evaluating operating performance, the chief operating decision maker looks
primarily at changes in sales and service revenues, as well as segment operating income. This approach is
consistent with the long-term life cycle of the Company’s contracts, as management assesses the bidding of each
contract by focusing on net sales and operating profit and monitors performance in a similar manner through
contract completion.
U.S. Government Sales - Revenues from the U.S. Government include revenues from contracts for which HII is the
prime contractor, as well as contracts for which the Company is a subcontractor and the ultimate customer is the
U.S. Government. The Company derived substantially all of its revenues from the U.S. Government for each of the
years ended December 31, 2024, 2023, and 2022.
Assets - Substantially all of the Company's assets are located or maintained in the United States.
Results of Operations by Segment
The following tables present the Company's operating results by segment:
Year Ended December 31, 2024
($ in millions)
Ingalls
Newport News
Mission
Technologies
Intersegment
Eliminations
Total
Sales and Service Revenues
Product sales
$
2,424 $
4,921 $
119 $
— $
7,464
Service Revenues
335
1,045
2,691
—
4,071
Intersegment
8
3
127
(138)
—
Total sales and service revenues
2,767
5,969
2,937
(138)
11,535
Segment Operating Income
Income from operating investments, net
1
—
48
—
49
Other income and gains, net
—
10
(1)
—
9
Less:
Cost of sales and service revenues
Product
2,070
4,276
102
—
6,448
Service
294
865
2,416
—
3,575
Intersegment
8
3
127
(138)
—
Other segment items
185
589
223
—
997
Total segment operating income
$
211 $
246 $
116 $
— $
573
Non-segment factors affecting operating
Operating FAS/CAS Adjustment
(62)
Non-current state income taxes
24
Total operating income
$
535
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79
Year Ended December 31, 2023
($ in millions)
Ingalls
Newport News
Mission
Technologies
Intersegment
Eliminations
Total
Sales and Service Revenues
Product sales
$
2,495 $
5,053 $
116 $
— $
7,664
Service Revenues
248
1,077
2,465
—
3,790
Intersegment
9
3
118
(130)
—
Total sales and service revenues
2,752
6,133
2,699
(130)
11,454
Segment Operating Income
Income from operating investments, net
—
—
37
—
37
Other income and gains, net
71
—
49
—
120
Less:
Cost of sales and service revenues
Product
2,031
4,254
121
—
6,406
Service
207
900
2,223
—
3,330
Intersegment
9
3
118
(130)
—
Other segment items
214
597
222
—
1,033
Total segment operating income
$
362 $
379 $
101 $
— $
842
Non-segment factors affecting operating
Operating FAS/CAS Adjustment
(72)
Non-current state income taxes
11
Total operating income
$
781
Year Ended December 31, 2022
($ in millions)
Ingalls
Newport News
Mission
Technologies
Intersegment
Eliminations
Total
Sales and Service Revenues
Product sales
$
2,372 $
4,821 $
90 $
— $
7,283
Service Revenues
186
1,026
2,181
—
3,393
Intersegment
12
5
116
(133)
—
Total sales and service revenues
2,570
5,852
2,387
(133)
10,676
Segment Operating Income
Income from operating investments, net
—
—
48
—
48
Other income and gains, net
—
—
1
—
1
Less:
Cost of sales and service revenues
Product
1,931
4,097
73
—
6,101
Service
162
858
1,970
—
2,990
Intersegment
12
5
116
(133)
—
Other segment items
173
535
214
—
922
Total segment operating income
$
292 $
357 $
63 $
— $
712
Non-segment factors affecting operating
Operating FAS/CAS Adjustment
(145)
Non-current state income taxes
(2)
Total operating income
$
565
Sales transactions between segments are generally recorded at cost.
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80
Other segment items consist of general and administrative expenses.
Other Financial Information
The following tables present the Company's capital expenditures, as presented to the chief operating decision
maker, and depreciation and amortization by segment:
Year Ended December 31
($ in millions)
2024
2023
2022
Capital Expenditures(1)
Ingalls
$
60
$
65
$
69
Newport News
268
196
182
Mission Technologies
18
11
20
Total segment capital expenditures
346
272
271
Corporate
7
6
1
Total capital expenditures
$
353
$
278
$
272
(1) Net of grant proceeds for capital expenditures
Year Ended December 31
($ in millions)
2024
2023
2022
Depreciation and Amortization
Ingalls
$
78
$
76
$
79
Newport News
136
150
148
Mission Technologies
110
120
130
Total segment depreciation and amortization
324
346
357
Corporate
2
1
1
Total depreciation and amortization
$
326
$
347
$
358
Asset information by segment is not disclosed because it is not a key measure of performance used by the chief
operating decision maker.
8. ACCOUNTS RECEIVABLE
Accounts receivable include amounts related to any unconditional Company right to receive consideration.
Substantially all amounts included in accounts receivable as of December 31, 2024, are expected to be collected in
2025. The Company's accounts receivable are primarily with the U.S. Government and include amounts from
companies acting as a prime contractor to the U.S. Government. The Company does not have material exposure to
accounts receivable credit risk.
Accounts receivable were comprised of the following:
December 31
($ in millions)
2024
2023
Due from U.S. Government
$
210
$
464
Due from other customers
4
5
Total accounts receivable
214
469
Allowance for expected credit losses
(2)
(8)
Total accounts receivable, net
$
212
$
461
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81
9. INVENTORIED COSTS, NET
Inventoried costs are principally associated with contracts for which the U.S. government is the primary customer.
As a result, the Company does not believe it has significant exposure to recoverability risk related to inventoried
costs.
Inventoried costs were comprised of the following:
December 31
($ in millions)
2024
2023
Production costs of contracts in process
$
27
$
40
Raw material inventory
181
146
Total inventoried costs, net
$
208
$
186
10. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
HII performs impairment tests for goodwill each year and between annual impairment tests if an event occurs or
circumstances change that would more likely than not reduce the fair values of the Company's reporting units below
their carrying values. Reporting units are aligned with the Company's segments. The Company assesses qualitative
factors to determine whether it is more likely than not that the fair value of the goodwill allocated to the reporting unit
is less than its carrying amount. If the qualitative assessment indicates a possible impairment, then the Company
utilizes a combination of discounted cash flow analysis and comparative market multiples to determine the fair
values of its businesses for comparison to their corresponding book values.
In connection with the Company’s annual goodwill impairment test as of October 31, 2024, management tested
goodwill for each of its three reporting units with goodwill balances. Based on the annual goodwill impairment
analysis, the Company determined that the estimated fair values of all reporting units exceeded by more than 10%
their corresponding carrying values as of October 31, 2024.
As of both December 31, 2024 and 2023, accumulated goodwill impairment losses were $2,755 million, comprised
of $1,568 million and $1,187 million at Ingalls and Newport News, respectively.
For the years ended December 31, 2024 and 2023, the carrying amounts of goodwill were as follows:
($ in millions)
Ingalls
Newport News
Mission
Technologies
Total
Balance as of December 31, 2022
$
175 $
721 $
1,722 $
2,618
Adjustments
—
—
—
—
Balance as of December 31, 2023
175
721
1,722
2,618
Adjustments
—
—
—
—
Balance as of December 31, 2024
$
175 $
721 $
1,722 $
2,618
Other Intangible Assets
The Company evaluates the recoverability of its intangible long-lived assets when changes in economic
circumstances or business objectives indicate the carrying value may not be recoverable. The Company's
purchased intangible assets are being amortized on a straight-line basis or a method based on the pattern of
benefits over their estimated useful lives. Net intangible assets consist primarily of amounts relating to acquired
customer relationships and contract backlog within Mission Technologies, as well as nuclear-powered aircraft carrier
and submarine program intangible assets, with an aggregate weighted-average useful life of 29 years based on the
long life cycle of the related programs. Amortization expense for the years ended December 31, 2024, 2023, and
2022, was $109 million, $128 million, and $140 million, respectively.
The Company expects amortization for currently recorded purchased intangible assets of $99 million in 2025, $80
million in 2026, $60 million in 2027, $53 million in 2028, and $48 million in 2029.
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82
11. INCOME TAXES
The Company's earnings are primarily domestic, and its effective tax rate on earnings from operations for the year
ended December 31, 2024, was 14.5%, compared with 20.2% and 19.5% for 2023 and 2022, respectively.
For the years ended December 31, 2024, 2023, and 2022, the Company's effective tax rate differed from the
statutory federal corporate income tax rate primarily as a result of research and development tax credits.
Non-current state income taxes include deferred state income taxes, which reflect the change in deferred state tax
assets and liabilities and the tax expense or benefit associated with changes in state unrecognized tax benefits in
the relevant period. These amounts are recorded within operating income. Current period state income tax expense
is charged to contract costs and included in cost of sales and service revenues in segment operating income. For
the years ended December 31, 2024, 2023, and 2022, state income taxes in Virginia make up the majority of the
state income tax expense.
Federal and foreign income tax expense for the years ended December 31, 2024, 2023, and 2022, consisted of the
following:
Year Ended December 31
($ in millions)
2024
2023
2022
Income Taxes on Operations
Federal and foreign income taxes currently payable (receivable)
$
193
$
273
$
138
Change in deferred federal and foreign income taxes
(100)
(101)
2
Total federal and foreign income taxes
$
93
$
172
$
140
Earnings and income tax from foreign operations are not material for any periods presented.
The following table reconciles the Company's actual income tax expense to income tax expense based on the
statutory federal corporate income tax rate:
Year Ended December 31
2024
2023
2022
($ in millions)
Dollars
Percent
Dollars
Percent
Dollars
Percent
U.S. federal statutory tax rate
$
135
21.0 %
$
179
21.0 %
$
151
21.0 %
Foreign tax effects
2
0.3 %
—
— %
—
— %
Effect of cross-border tax laws
(3)
(0.5) %
(1)
(0.1) %
—
— %
Tax credits:
Research and development tax credit
(49)
(7.6) %
(22)
(2.6) %
(22)
(3.1) %
Other
(2)
(0.3) %
(2)
(0.2) %
(1)
(0.1) %
Nontaxable or nondeductible items
1
0.2 %
6
0.7 %
6
0.8 %
Changes in unrecognized tax benefits
18
2.8 %
10
1.2 %
8
1.1 %
Interest accrual on tax refunds
(8)
(1.2) %
(6)
(0.7) %
(3)
(0.4) %
Other adjustments
(1)
(0.2) %
8
0.9 %
1
0.2 %
Effective income tax rate
$
93
14.5 %
$
172
20.2 %
$
140
19.5 %
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83
Cash paid for income taxes (net of refunds) consisted of the following:
December 31
($ in millions)
2024
2023
2022
Federal
$
182
$
273
$
96
State:
Virginia
56
30
13
Mississippi
(a)
(a)
8
Other
17
26
10
Total state
73
56
31
Foreign
—
1
—
Cash paid for income taxes (net of refunds)
$
255
$
330
$
127
(a) The amount of income taxes paid during the year does not meet the 5% disaggregation threshold and is included
in 'Other.'
Unrecognized Tax Benefits - Unrecognized tax benefits represent the gross value of the Company's uncertain tax
positions that have not been reflected in the consolidated statements of operations and comprehensive income. If
the income tax benefits from federal tax positions are ultimately realized, such realization would affect the
Company's income tax expense, while the realization of state tax benefits would be recorded in general and
administrative expenses.
The changes in unrecognized tax benefits (exclusive of interest and penalties) for the years ended December 31,
2024, 2023, and 2022 are summarized in the following table:
December 31
($ in millions)
2024
2023
2022
Unrecognized tax benefits at beginning of the year
$
98
$
90
$
81
Additions based on tax positions related to the current year
13
11
8
Additions based on tax positions related to prior years
4
—
3
Lapse of statute of limitations
(5)
(3)
(2)
Net change in unrecognized tax benefits
12
8
9
Unrecognized tax benefits at end of the year
$
110
$
98
90
Assuming sustainment of these positions, as of December 31, 2024, 2023, and 2022, the reversal of $91 million,
$76 million, and $70 million, respectively, of the accrued amounts would favorably affect the Company's effective
federal income tax rate in future periods.
The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. As a
result of the unrecognized tax benefits noted above, income tax expense increased by $5 million in 2024 for
interest, resulting in an interest liability of $14 million as of December 31, 2024. In 2023, income tax expense
increased $4 million for interest, resulting in an interest liability of $9 million as of December 31, 2023. In 2022,
income tax expense increased $2 million for interest, resulting in an interest liability of $5 million as of December 31,
2022.
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The following table summarizes the tax years that are either currently under examination or remain open under the
applicable statute of limitations and subject to examination by the major tax jurisdictions in which the Company
operates:
Jurisdiction
Years
United States - Federal(1)
2016
-
2023
Connecticut
2021
-
2023
Mississippi
2018
-
2023
Virginia
2021
-
2023
(1) Returns for the 2016, 2018, 2019, 2021, and 2022 tax years were filed under the Compliance Assurance Process
("CAP") program and accepted by the IRS with the exception of the research and development tax credit. The
2017 tax year was also filed under the CAP program and was accepted by the IRS with the exception of the
manufacturing deduction and the research and development tax credit. The statute of limitations for the 2020 tax
year has been extended to October 8, 2025.
IRS Audits - The Company was part of the IRS CAP program for the 2014 through 2023 tax years. Tax years
through 2015 have been closed with the IRS. In calendar years 2020, 2021, and 2022, the Company filed refund
claims for the research and development ("R&D") tax credit for tax years 2016-2019. Since these are refund claims,
any adjustments to the amount claimed would not result in cash tax payments to the IRS. In addition, the Company
has claimed R&D tax credits on its original filed returns since 2020. The status of the pending R&D tax credits is
reviewed below.
2016-2017 claims - In December 2024, following an audit, an IRS examination team issued a Notice of
Proposed Adjustment ("NOPA") proposing to disallow the Company’s 2016-2017 R&D tax credit refund
claims. The Company plans to pursue IRS administrative appeals in an effort to resolve issues raised by the
NOPA. If acceptable resolutions are not achieved through IRS administrative processes, the Company
intends to vigorously defend its positions through litigation, which will likely take several years to achieve
resolution.
2018 claim - In March 2023, the IRS notified the Company that the IRS would not process its 2018 refund
claim for the R&D tax credit because the agency determined the claim did not satisfy the requirements of
Chief Counsel Memorandum 20214101F, an internal agency memorandum addressing the required contents
of R&D tax credit refund claims. The Company disagrees with that determination and believes the 2018 claim
was well-supported, met all applicable requirements, and should have been processed. The Company will
take all necessary steps to pursue the 2018 refund claim including litigation, which will likely take several
years to resolve.
2019 claim - The IRS has processed the company’s amended R&D tax credit refund claim for 2019 and
assigned it to IRS exam for audit. The amended refund claim was filed in October 2023 with a claimed credit
amount that was substantively the same as the Company’s original refund claim for the 2019 tax year.
2020-2023 credits - The IRS initiated audits for the 2020, 2021, and 2022 tax years, with minimal activity to
date. The audits for 2021 and 2022 are limited to the R&D tax credit as the returns for those years were filed
under the CAP program and were accepted by the IRS with the exception of the R&D tax credit.
The Company’s conclusion that it is more likely than not the Company’s R&D tax credit positions will ultimately be
sustained is unchanged as of December 31, 2024. While the Company believes it has adequately provided for all
unrecognized tax benefits, the Company might ultimately settle any disputed item for amounts greater than or less
than the Company's accrued position. Accordingly, additional provisions for federal and state income tax related
matters could be recorded in the future, and may be material, as revised estimates are made or the underlying
matters are effectively settled or otherwise resolved.
Deferred Income Taxes - Deferred income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes. As described
above, deferred tax assets and liabilities are calculated as of the balance sheet date using current tax laws and
rates expected to be in effect when the deferred tax items reverse in future periods. Net deferred tax liabilities are
classified as long-term deferred tax liabilities in the consolidated statements of financial position.
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The tax effects of significant temporary differences and carry-forwards that resulted in year-end deferred tax
balances, as presented in the consolidated statements of financial position, were as follows:
December 31
($ in millions)
2024
2023
Deferred Tax Assets
Workers' compensation
$
150
$
157
Operating lease liabilities
67
77
Reserves not currently deductible for tax purposes
71
61
Stock compensation
8
7
Net operating losses, tax credit and other carry-forwards
33
35
Capitalized research and development expenses
315
200
Other
11
10
Gross deferred tax assets
655
547
Less valuation allowance
26
29
Net deferred tax assets
629
518
Deferred Tax Liabilities
Depreciation and amortization
457
447
Contract accounting differences
47
78
Purchased intangibles
212
234
Operating lease assets
62
72
Retirement benefits
216
54
Other
13
—
Gross deferred tax liabilities
1,007
885
Total net deferred tax liabilities
$
(378) $
(367)
As of December 31, 2024, the Company had state income tax credit carry-forwards of approximately $17 million,
which expire from 2025 through 2027. A deferred tax asset of approximately $14 million (net of federal benefit)
related to these state income tax credit carry-forwards has been recorded, with a valuation allowance of $12 million
against such deferred tax asset as of December 31, 2024. State net operating loss carry-forwards are individually
and cumulatively immaterial to the Company’s deferred tax balances and expire from 2030 through 2043.
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86
12. DEBT
The Company's long-term debt consisted of the following:
December 31
($ in millions)
2024
2023
Senior notes due May 1, 2025, 3.844%
$
500
$
500
Senior notes due December 1, 2027, 3.483%
600
600
Senior notes due August 16, 2028, 2.043%
600
600
Senior notes due January 15, 2030, 5.353%
500
—
Senior notes due May 1, 2030, 4.200%
500
500
Senior notes due January 15, 2035, 5.749%
500
—
Mississippi economic development revenue bonds due May 1, 2024, 7.81%
—
84
Term loan due August 19, 2024
—
145
Gulf opportunity zone industrial development revenue bonds due December 1, 2028, 4.55%
21
21
Finance lease obligations
9
12
Less unamortized debt issuance costs
(27)
(17)
Total long-term debt
$
3,203
$
2,445
Less current portion
503
231
Long-term debt, net of current portion
$
2,700
$
2,214
Debt Facilities - In September 2024, the Company amended its existing $1.5 billion credit facility, increasing the
capacity thereunder to $1.7 billion and extending the maturity date for five years from signing (the "Second
Amended and Restated Revolving Credit Facility"). The Second Amended and Restated Revolving Credit Facility
has a variable interest rate on outstanding borrowings based on the Secured Overnight Financing Rate ("SOFR")
plus an interest spread, currently 1.475% based upon the Company's credit rating, which may vary between
1.225% and 2.100%. The commitment fee rate on the Second Amended and Restated Revolving Credit Facility as
of December 31, 2024, was 0.200% and may vary between 0.125% and 0.300%. The Second Amended and
Restated Revolving Credit Facility includes a letter of credit sub-facility of $300 million.
As of December 31, 2024, the Company had $11 million in issued but undrawn letters of credit and $1,689 million
unutilized under the Second Amended and Restated Revolving Credit Facility. The Company had unamortized debt
issuance costs associated with its debt facilities of $10 million and $6 million as of December 31, 2024 and 2023,
respectively.
The Second Amended and Restated Revolving Credit Facility contains customary affirmative and negative
covenants and events of default, as well as a financial covenant based on a maximum total leverage ratio. The
maximum total leverage ratio covenant limits our borrowing capacity under the Second Amended and Restated
Revolving Credit Facility to $1,474 million as of December 31, 2024.
In September 2024, the Company's borrowing capacity under its unsecured commercial paper note program
increased from $1 billion to $1.7 billion. As of December 31, 2024, the Company had no outstanding debt under the
commercial paper program.
Senior Notes - In November 2024, the Company issued $500 million aggregate principal amount of 5.353% senior
notes due 2030 and $500 million aggregate principal amount of 5.749% senior notes due 2035. The net proceeds
from these senior notes were expected to be used for general corporate purposes, including debt repayment (which
may include repayment of its 3.844% senior notes due 2025 and commercial paper borrowings) and working
capital.
The terms of the Company's senior notes limit the Company’s ability and the ability of certain of its subsidiaries to
create liens, enter into sale and leaseback transactions, sell assets, and effect consolidations or mergers. Interest
on the senior notes is payable semiannually. The Company had unamortized debt issuance costs associated with
the senior notes of $17 million and $11 million as of December 31, 2024 and 2023, respectively.
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In May 2024, the Company repaid $84 million aggregate principal amount of 7.81% Mississippi Economic
Development Revenue Bonds upon their maturity.
Interest on the Gulf Opportunity Zone Industrial Development Revenue Bonds is payable semiannually.
The agreements governing the Company's debt contain customary affirmative and negative covenants. The
Company was in compliance with all debt covenants during the year ended December 31, 2024. Each of the
Company's existing and future materially wholly owned domestic subsidiaries, except those that are specifically
designated as unrestricted subsidiaries, are and will be guarantors under existing debt facilities, with the exception
of the Gulf Opportunity Zone Industrial Development Revenue Bonds.
The estimated fair values of the Company's total long-term debt, including the current portion of long-term debt and
excluding finance lease liabilities, as of December 31, 2024, and December 31, 2023, were $3,110 million and
$2,309 million, respectively. The estimated fair values of the current portion of the Company's long-term debt,
excluding finance lease liabilities, were $497 million and $229 million as of December 31, 2024, and December 31,
2023, respectively. The fair values of the Company's long-term debt were calculated based on recent trades of the
Company's debt instruments in inactive markets, which fall within Level 2 under the fair value hierarchy.
As of December 31, 2024, the aggregate amounts of principal payments due on long-term debt, excluding finance
lease liabilities, within the next five years consisted of $500 million due in 2025, $600 million due in 2027, and $621
million due in 2028. In January 2024, the Company prepaid the remaining $145 million balance of the Term Loan.
13. INVESTIGATIONS, CLAIMS, AND LITIGATION
The Company is involved in legal proceedings before various courts and administrative agencies, and is periodically
subject to government examinations, inquiries and investigations. The Company accrues for losses associated with
legal proceedings when, and to the extent that, loss amounts related to the legal proceedings are probable and can
be reasonably estimated. The actual losses that might be incurred to resolve such legal proceedings may be higher
or lower than the amounts accrued. The Company also provides footnote disclosure for matters for which a material
loss is reasonably possible but a reserve has not been accrued because the likelihood of a material loss is not
probable.
Antitrust Complaint - On October 6, 2023, a class action antitrust lawsuit was filed against the Company and other
defendants in the U.S. District Court for the Eastern District of Virginia. The lawsuit names several HII companies,
among other companies, as defendants. The named plaintiffs generally allege that the defendant companies have
adhered to a “gentlemen’s agreement” that prohibits any defendant from actively recruiting naval engineers from
other defendants. The complaint seeks class certification, treble damages, and any other relief to which the plaintiffs
are entitled. Depending on the outcome of the lawsuit, the Company could be subject to penalties and damages that
could have a material adverse effect on its consolidated financial position, results of operations, or cash flows. The
case is at an early stage, and, as a result, the Company currently is unable to estimate an amount or range of
reasonably possible loss or to express an opinion regarding the ultimate outcome of the matter.
Insurance Claims - In September 2020, the Company filed a complaint against 32 reinsurers in the Superior Court,
State of Vermont, Franklin Unit, seeking a judgment declaring that the Company's business interruption and other
losses associated with COVID-19 are covered by the Company's property insurance program. The Company also
initiated arbitration proceedings against six other reinsurers seeking similar relief. In July 2021, the Vermont court
granted the reinsurers’ motion for judgment on the pleadings, which would have ended the Company’s claim. The
Company appealed the decision to the Vermont Supreme Court, which reversed and remanded the lower court's
decision in September 2022, allowing the Company's claim to proceed. No assurances can be provided regarding
the ultimate resolution of this matter.
In September 2021, the Company filed a complaint in the Superior Court of Delaware, seeking a judgment against
certain insurers for breach of contract and breach of the implied covenant of good faith and fair dealing under three
representations and warranties insurance policies purchased in connection with the Company’s acquisition of
Hydroid. The policies insured the Company against losses relating to the seller’s breach of certain representations
and warranties in the Hydroid acquisition agreement. In December 2023, the Company and the insurers settled the
matter for a payment of $49.5 million to the Company, recognized in the Mission Technologies segment's other
income and gains, net in the consolidated statements of operations and comprehensive income.
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88
U.S. Government Investigations and Claims - Departments and agencies of the U.S. Government have the authority
to investigate various transactions and operations of the Company, and the results of such investigations may lead
to administrative, civil, or criminal proceedings, the ultimate outcome of which could be fines, penalties, repayments
or compensatory, treble, or other damages. U.S. Government regulations provide that certain findings against a
contractor may also lead to suspension or debarment from future U.S. Government contracts or the loss of export
privileges. Any suspension or debarment would have a material effect on the Company because of its reliance on
government contracts.
During the third quarter of 2024, the Company identified certain quality issues involving noncompliance with welding
procedures at Newport News. The Company has commenced an investigation and disclosed the matter to the U.S.
Government. The Company is working with its U.S. Navy customer to evaluate the full extent of the matter and its
potential impact on operations. Based upon the early stage of the Company’s investigation, the Company cannot at
this time predict or reasonably estimate the outcome of this matter, including its financial impact.
Asbestos Related Claims - HII and its predecessors-in-interest are defendants in a longstanding series of cases that
have been and continue to be filed in various jurisdictions around the country, wherein former and current
employees and various third parties allege exposure to asbestos containing materials while on or associated with
HII premises or while working on vessels constructed or repaired by HII. In some instances, partial or full insurance
coverage is available for the Company's liabilities. The costs to resolve cases during the years ended December 31,
2024, 2023, and 2022 were not material individually or in the aggregate. The Company’s estimate of asbestos-
related liabilities is subject to uncertainty because liabilities are influenced by many variables that are inherently
difficult to predict. Although the Company believes the ultimate resolution of current cases will not have a material
effect on its consolidated financial position, results of operations, or cash flows, it cannot predict what new or
revised claims or litigation might be asserted or what information might come to light and can, therefore, give no
assurances regarding the ultimate outcome of asbestos related litigation.
Other Litigation - The Company and its predecessor-in-interest have been in litigation with the Bolivarian Republic of
Venezuela (the "Republic") since 2002 over a contract for the repair, refurbishment, and modernization at Ingalls of
two foreign-built frigates. Following an arbitration proceeding between the parties, in February 2018 the arbitral
tribunal awarded the Company approximately $151 million on its claims and awarded the Republic approximately
$22 million on its counterclaims. In November 2023, the Company sold its judgment against the Republic to a third
party in exchange for an initial cash payment of $70.5 million, recognized in the Ingalls segment's other income and
gains, net in the consolidated statements of operations and comprehensive income. The Company's consideration
also includes a contingent participating interest in the final amount recovered.
The Company is party to various other claims, arbitrations, investigations, and other legal proceedings that arise in
the ordinary course of business, including U.S. Government investigations and claims that could result in
administrative, civil, or criminal proceedings involving the Company. The Company is a contractor with the U.S.
Government, and such proceedings can therefore include False Claims Act allegations against the Company.
Although, based on the information available to the Company to date, the Company believes that the resolution of
these other claims, legal proceedings, and investigations will not have a material effect on its consolidated financial
position, results of operations, or cash flows, the Company cannot predict what new or revised claims or litigation
might be asserted or what information might come to light and can, therefore, give no assurances regarding the
ultimate outcome of these matters.
14. LEASES
The Company leases certain land, warehouses, office space, and production, office, and technology equipment,
among other items. Most equipment is leased on a monthly basis. Many land, warehouse, and office space leases
include renewal terms that can extend the lease term. The exercise of lease renewal options is at the Company's
sole discretion. The depreciable life of assets and leasehold improvements is generally limited by the expected
lease term. The Company's lease agreements do not generally contain material residual value guarantees, material
restrictive covenants, or purchase options. The Company's lease portfolio consists primarily of operating leases and
an immaterial finance lease included in the consolidated financial statements. See Note 2: Summary of Significant
Accounting Policies and Note 12: Debt.
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89
The following table presents costs and other information related to the Company's leases:
Year Ended December 31
($ in millions)
2024
2023
2022
Operating lease costs
$
72
$
67
$
69
Short-term operating lease costs
$
57
$
54
$
44
Variable operating lease costs
$
5
$
7
$
6
Operating cash flows from operating leases
$
(70)
$
(66)
$
(65)
Right-of-use assets obtained in exchange for new operating lease liabilities
$
41
$
80
$
111
Weighted-average remaining lease term (years) - operating leases
8 years
9 years
9 years
Weighted-average discount rate - operating leases
5.2 %
5.0 %
4.5 %
The undiscounted future non-cancellable lease payments under the Company's operating leases as of
December 31, 2024, were as follows:
($ in millions)
December 31, 2024
2025
$
62
2026
51
2027
43
2028
31
2029
26
Thereafter
109
Total lease payments
322
Less: Imputed interest
66
Present value of operating lease liabilities
$
256
Lease liabilities included in the Company's consolidated statements of financial position as of December 31, 2024
and 2023, were as follows:
December 31
($ in millions)
2024
2023
Short-term operating lease liabilities
$
51
$
51
Long-term operating lease liabilities
205
228
Total operating lease liabilities
$
256
$
279
15. COMMITMENTS AND CONTINGENCIES
Contract Performance Contingencies - Contract profit margins may include estimates of revenues for matters on
which the customer and the Company have not reached agreement, such as settlements in the process of
negotiation, contract changes, claims, and requests for equitable adjustment for unanticipated contract costs. These
estimates are based upon management's best assessment of the underlying causal events and circumstances and
recognized to the extent of expected recovery based upon contractual entitlements and the probability of successful
negotiation with the customer. The Company believes its outstanding customer settlements will be resolved without
material impact to its financial position, results of operations, or cash flows.
Environmental Matters - The estimated costs to complete environmental remediation are accrued when it is
probable that the Company will incur such costs in the future to address environmental conditions at currently or
formerly owned or leased operating facilities, or at sites where it has been named a Potentially Responsible Party
by the Environmental Protection Agency or similarly designated by another environmental agency, and the related
costs can be reasonably estimated by management. When only a range of costs is established and no amount
within the range is more probable than another, the minimum amount in the range is accrued. Environmental
liabilities are recorded on an undiscounted basis and are expensed or capitalized as appropriate. Capitalized
expenditures, if any, relate to long-lived improvements in currently operating facilities. The Company does not
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90
record insurance recoveries before collection is probable. As of December 31, 2024 and 2023, the Company did not
have any accrued receivables related to insurance reimbursements or recoveries for environmental matters.
The Company’s environmental liability accruals do not include any litigation costs related to environmental matters,
nor do they include amounts recorded as asset retirement obligations. Management estimates that as of
December 31, 2024, the probable estimable future cost for environmental remediation is not material. Although
management cannot predict whether new information gained as remediation progresses or the Company incurs
additional remediation obligations will materially affect the estimated liability accrued, management does not believe
that future remediation expenditures will have a material effect on the Company's consolidated financial position,
results of operations, or cash flows.
Financial Arrangements - In the ordinary course of business, HII uses letters of credit issued by commercial banks
to support certain leases, insurance policies, and contractual performance obligations, as well as surety bonds
issued by insurance companies principally to support the Company's self-insured workers' compensation plans. As
of December 31, 2024, the Company had $11 million in issued but undrawn letters of credit, as indicated in Note 12:
Debt, and $360 million of surety bonds outstanding.
U.S. Government Claims - From time to time, the U.S. Government communicates to the Company potential claims,
disallowed costs, and penalties concerning prior costs incurred by the Company with which the U.S. Government
disagrees. When such preliminary findings are presented, the Company and U.S. Government representatives
engage in discussions, from which the Company evaluates the merits of the claims and assesses the amounts
being questioned. Although the Company believes that the resolution of any of these matters will not have a
material effect on its consolidated financial position, results of operations, or cash flows, it cannot predict the
ultimate outcome of these matters.
Other Matters - The Company began negotiations with a Mission Technologies customer in January 2023 to
address issues related to a manufacturing contract, and the parties settled the matter in May 2024. The Company
has recorded losses relating to the contract that were not material to the Company's consolidated financial position,
results of operations, or cash flows.
The Company previously disclosed an issue regarding the degree of corrosion of certain steel plates used to
fabricate Friedman (NSC 11). The Company’s expectation regarding the resolution of the matter with the customer
is included in contract cost and profit estimates. Those estimates include management's best assessment of the
underlying causal events, contractual entitlements, and the probability of successful resolution with the customer.
During the fourth quarter of 2024, the Company updated its estimates to reflect recent developments and progress
made in ongoing negotiations with the customer regarding alternatives to resolve the matter. The Company does
not expect the final resolution of the matter to have a material impact to the Company's consolidated financial
position, results of operations, or cash flows.
Collective Bargaining Agreements - Of the Company's over 44,000 employees, approximately 45% are covered by
a total of nine collective bargaining agreements. Newport News has three collective bargaining agreements
covering represented employees, which expire in February 2027, December 2027 and April 2029. Ingalls has five
collective bargaining agreements covering represented employees, all of which expire in March 2026.
Approximately 15 Mission Technologies employees in Klamath Falls, Oregon are covered by one collective
bargaining agreement that expires in June 2025.
Collective bargaining agreements generally expire after three to five years and are subject to renegotiation at that
time. The Company believes its relationship with its employees is satisfactory.
16. EMPLOYEE PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company provides eligible employees defined benefit pension plans, defined contribution benefit plans, and
other postretirement benefit plans. Non-collectively bargained defined benefit pension plans accruing benefits under
the traditional years of service and compensation formula were amended in 2009 to freeze future service accruals
and were replaced with a cash balance benefit for all current non-collectively bargained employees. Except for the
major collectively bargained plan at Ingalls, the Company's qualified defined benefit pension plans are frozen to new
entrants. The Company's policy is to fund its qualified defined benefit pension plans at least to the minimum
amounts required under U.S. Government regulations.
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91
Defined benefit plan obligations are measured based on the present value of projected future benefit payments to
participants for services rendered to date. The measurement of projected future benefits is dependent on the terms
of each individual plan, demographics, and valuation assumptions. No assumption is made regarding any potential
changes to the benefit provisions beyond those to which the Company is currently committed, for example under
existing collective bargaining agreements.
The Company also sponsors 401(k) defined contribution pension plans in which most employees are eligible to
participate. Company contributions for most defined contribution pension plans are based on the matching of
employee contributions up to 4% of eligible compensation. In addition to the 401(k) defined contribution pension
benefit formula, non-collectively bargained employees hired after June 30, 2008, and certain collectively bargained
employees hired after July 10, 2017, are eligible to participate in a defined contribution benefit program in lieu of a
defined benefit pension plan. The Company's contributions to the qualified defined contribution pension plans for the
years ended December 31, 2024, 2023, and 2022, were $166 million, $158 million, and $153 million, respectively.
The Company also sponsors defined benefit and defined contribution pension plans to provide benefits in excess of
the tax-qualified limits. The liabilities related to these plans as of December 31, 2024, were $189 million and $51
million, respectively, and as of December 31, 2023, were $202 million and $44 million, respectively. Grantor trust
assets, primarily in the form of Level 1 marketable securities, are intended to fund certain of these obligations. The
trusts’ fair values supporting these liabilities as of December 31, 2024 and 2023, were $233 million and $220 million,
respectively, of which $179 million and $174 million, respectively, were related to the non-qualified defined benefit
pension plans.
The Company provides contributory postretirement health care and life insurance benefits to a dominantly closed
group of eligible employees, retirees, and their qualifying dependents. Covered employees achieve eligibility to
participate in these contributory plans upon retirement from active service if they meet specified age, years of
service, and grandfathered requirements. Benefits are not guaranteed, and the Company reserves the right to
amend or terminate coverage at any time. The Company's contributions for retiree health care benefits are subject
to caps, which limit Company contributions when spending thresholds are reached.
The measurement date for all of the Company's retirement related plans is December 31. The costs of the
Company's defined benefit pension plans and other postretirement benefit plans for the years ended December 31,
2024, 2023, and 2022, were as follows:
Pension Benefits
Other Benefits
Year Ended December 31
Year Ended December 31
($ in millions)
2024
2023
2022
2024
2023
2022
Components of net periodic benefit cost
Service cost
$
109 $
112 $
181
$
6
$
6
$
9
Interest cost
321
343
258
19
21
14
Expected return on plan assets
(538)
(529)
(594)
—
—
—
Amortization of prior service cost (credit)
16
17
22
(2)
(2)
(4)
Amortization of net actuarial loss (gain)
18
17
35
(13)
(15)
(3)
Settlement gain
—
—
(4)
—
—
—
Net periodic benefit (income) cost
$
(74) $
(40) $
(102) $
10
$
10
$
16
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92
The funded status of these plans as of December 31, 2024 and 2023, was as follows:
Pension Benefits
Other Benefits
December 31
December 31
($ in millions)
2024
2023
2024
2023
Change in benefit obligation
Benefit obligation at beginning of year
$ 6,242 $ 6,438 $
370 $
394
Service cost
109
112
6
6
Interest cost
321
343
19
21
Plan participants' contributions
5
10
9
9
Plan amendments
—
—
—
—
Actuarial loss (gain)
(499)
62
(26)
(19)
Benefits paid
(307)
(333)
(45)
(41)
Settlement
(80)
(390)
—
—
Benefit obligation at end of year
5,791
6,242
333
370
Change in plan assets
Fair value of plan assets at beginning of year
6,873
6,781
—
—
Actual return on plan assets
514
793
—
—
Employer contributions
11
12
36
32
Plan participants' contributions
5
10
9
9
Benefits paid
(307)
(333)
(45)
(41)
Transfers
2
—
—
—
Settlement
(74)
(390)
—
—
Fair value of plan assets at end of year
7,024
6,873
—
—
Funded status
$ 1,233 $
631 $
(333) $
(370)
Amounts recognized in the consolidated statements of financial position:
Pension plan assets
$ 1,422 $
888 $
— $
—
Current liability (1)
(47)
(45)
(124)
(129)
Non-current liability (2)
(142)
(212)
(209)
(241)
Accumulated other comprehensive loss (income) (pre-tax) related to:
Prior service costs (credits)
122
138
(11)
(13)
Net actuarial loss (gain)
60
562
(119)
(107)
(1)
Included in other current liabilities and current portion of postretirement plan liabilities, respectively.
(2) Included in pension plan liabilities and other postretirement plan liabilities, respectively.
In 2024, the Company offered a bulk lump sum window for participants not currently receiving benefits where the
present value of the deferred benefit is less than $75 thousand. Approximately 3,900 participants received lump
sum distributions of approximately $80 million. The transaction did not trigger settlement accounting under FASB
Accounting Standards Codification ("ASC") 715 – “Compensation – Retirement Benefits.”
In 2023, the Company purchased an annuity contract to transfer $411 million of gross defined benefit pension
obligations and related plan assets to an insurance company for approximately 10,000 retirees and beneficiaries.
The annuity contract was purchased using assets from the pension master trust, and no additional funding
contribution was required. This transaction had no impact on the amount, timing, or form of the monthly retirement
benefit payments to the affected retirees and beneficiaries. The transaction did not trigger settlement accounting
under FASB ASC 715 – “Compensation – Retirement Benefits.”
In 2022, the Company purchased annuity contracts to transfer $32 million of gross defined benefit pension
obligations and related plan assets to an insurance company for approximately 500 retirees and beneficiaries. The
annuity contracts were purchased using assets from the pension master trust, and no additional funding contribution
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was required. This transaction had no impact on the amount, timing, or form of the monthly retirement benefit
payments to the affected retirees and beneficiaries. In connection with this transaction, the Company recognized a
noncash, non-operating pension settlement gain of $4 million for the affected plan, which represents the accelerated
recognition of actuarial losses that were included in accumulated other comprehensive loss within stockholders'
equity.
The Projected Benefit Obligation ("PBO"), Accumulated Benefit Obligation ("ABO"), and asset values for the
Company's qualified pension plans were $5,602 million, $5,424 million, and $7,024 million, respectively, as of
December 31, 2024, and $6,040 million, $5,820 million, and $6,873 million, respectively, as of December 31, 2023.
The PBO represents the present value of pension benefits earned through the end of the year, with allowance for
future salary increases. The ABO is similar to the PBO, but does not provide for future salary increases.
The PBOs and fair values of plan assets for all qualified and non-qualified pension plans with PBOs in excess of
plan assets were $189 million and zero, respectively, as of December 31, 2024, and $864 million and $607 million,
respectively, as of December 31, 2023.
The ABOs for all qualified and non-qualified pension plans with ABOs in excess of plan assets were $178 million
and $186 million as of December 31, 2024, and 2023, respectively. The ABOs for all pension plans were $5,602
million and $6,006 million as of December 31, 2024 and 2023, respectively.
The changes in amounts recorded in accumulated other comprehensive income (loss) were as follows:
Pension Benefits
Other Benefits
Year Ended December 31
Year Ended December 31
($ in millions)
2024
2023
2022
2024
2023
2022
Prior service credit (cost)
$
— $
— $
(97) $
— $
— $
—
Amortization of prior service cost (credit)
16
17
22
(2)
(2)
(4)
Net actuarial gain
475
202
384
26
19
103
Amortization of net actuarial loss (gain)
18
17
35
(13)
(15)
(3)
Other
9
—
(4)
(1)
—
(1)
Total changes in accumulated other comprehensive income (loss)
$
518 $
236 $
340 $
10 $
2 $
95
The weighted average assumptions used to determine the net periodic benefit costs for each year ended December
31 were as follows:
Pension Benefits
2024
2023
2022
Discount rate
5.28 %
5.47 %
3.00 %
Expected long-term rate on plan assets
8.00 %
8.00 %
7.25 %
Rate of compensation increase
3.63 %
3.63 %
3.58 %
Other Benefits
2024
2023
2022
Discount rate
5.35 %
5.50 %
2.94 %
Initial health care cost trend rate assumed for next year
6.00 %
6.00 %
5.50 %
Gradually declining to a rate of
4.50 %
4.50 %
4.50 %
Year in which the rate reaches the ultimate rate
2029
2028
2027
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The weighted average assumptions used to determine the benefit obligations as of December 31 of each year were
as follows:
Pension Benefits
Other Benefits
December 31
December 31
2024
2023
2024
2023
Discount rate
5.98 %
5.28 %
5.79 %
5.35 %
Weighted average interest crediting rate
3.54 %
3.58 %
Rate of compensation increase
3.76 %
3.63 %
Initial health care cost trend rate assumed for next year
6.00 %
6.00 %
Gradually declining to a rate of
4.50 %
4.50 %
Year in which the rate reaches the ultimate rate
2030
2029
Health Care Cost Trend Rate - The health care cost trend rate represents the annual rates of change in the cost of
health care benefits based on estimates of health care inflation, changes in health care utilization or delivery
patterns, technological advances, government mandated benefits, and other considerations. Using a combination of
market expectations and economic projections as of December 31, 2024, the Company selected an expected initial
health care cost trend rate of 6.00% and an ultimate health care cost trend rate of 4.50% to be reached in 2030. As
of December 31, 2023, the Company assumed an expected initial health care cost trend rate of 6.00% and an
ultimate health care cost trend rate of 4.50% to be reached in 2029.
The Employee Retirement Income Security Act of 1974 ("ERISA"), including amendments under pension relief
legislation, defines the minimum amount the Company must contribute to its qualified defined benefit pension plans.
In determining whether to make discretionary contributions to these plans above the minimum required amounts,
the Company considers various factors, including attainment of the funded percentage needed to avoid benefit
restrictions and other adverse consequences, minimum CAS funding requirements, and the current and anticipated
future funding levels of each plan. The Company's contributions to its qualified defined benefit pension plans are
affected by a number of factors, including published IRS interest rates, the actual return on plan assets, actuarial
assumptions, and demographic experience. These factors and the Company's resulting contributions also impact
the funded status of each plan. The Company made the following contributions to its defined benefit pension plans
and other postretirement benefit plans for the years ended December 31, 2024, 2023, and 2022:
Year Ended December 31
($ in millions)
2024
2023
2022
Pension plans
Discretionary
Qualified
$
—
$
—
$
—
Non-qualified
11
12
10
Other benefit plans
36
32
31
Total contributions
$
47
$
44
$
41
For the year ending December 31, 2025, the Company expects its cash contributions to its qualified defined benefit
pension plans to be less than $1 million, all of which will be discretionary. For the year ending December 31, 2025,
the Company expects its cash contributions to its other postretirement benefit plans to be approximately $34 million.
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The following table presents estimated future benefit payments, using the same assumptions used in determining
the Company's benefit obligations, as of December 31, 2024. Benefit payments depend on future employment and
compensation levels, years of service, and mortality. Changes in any of these factors could significantly affect these
estimated amounts.
($ in millions)
Pension
Benefits
Other Benefit
Payments
2025
$
343
$
34
2026
362
35
2027
380
35
2028
397
34
2029
411
32
Years 2030 to 2034
$
2,202
$
133
Pension Plan Assets
Pension assets include public equities, government and corporate bonds, cash and cash equivalents, private real
estate funds, private partnerships, hedge funds, and other assets. Plan assets are held in a master trust and
overseen by the Company's Investment Committee. All assets are externally managed through a combination of
active and passive strategies. Managers may only invest in the asset classes for which they have been appointed.
The Investment Committee is responsible for setting the policy that provides the framework for management of the
plan assets. The Investment Committee set the minimum and maximum permitted values for each asset class in the
Company's pension plan master trust for the year ended December 31, 2024, as follows:
Range
U.S. and international equities
30
-
55%
Fixed income securities
25
-
45%
Alternative investments
10
-
35%
The general objectives of the Company's pension asset strategy are to earn a rate of return over time to satisfy the
benefit obligations of the plans, meet minimum ERISA funding requirements, and maintain sufficient liquidity to pay
benefits and address other cash requirements within the master trust. Specific investment objectives include
reducing the volatility of pension assets relative to benefit obligations, achieving a competitive total investment
return, achieving diversification between and within asset classes, and managing other risks. Investment objectives
for each asset class are determined based on specific risks and investment opportunities identified. Decisions
regarding investment policies and asset allocations are made with the understanding of the historical and
prospective return and risk characteristics of various asset classes, the effect of asset allocations on funded status,
future Company contributions, and projected expenditures, including benefit payments. The Company updates its
asset allocations periodically. The Company uses various analytics to determine the optimal asset mix and
considers plan obligation characteristics, duration, liquidity characteristics, funding requirements, expected rates of
return, regular rebalancing, and the distribution of returns. Actual allocations to each asset class could vary from
target allocations due to periodic investment strategy changes, short-term market value fluctuations, the length of
time it takes to fully implement investment allocation positions, such as real estate and other alternative
investments, and the timing of benefit payments and Company contributions.
Taking into account the asset allocation ranges, the Company determines the specific allocation of the master trust's
investments within various asset classes. The master trust utilizes select investment strategies, which are executed
through separate account or fund structures with external investment managers who demonstrate experience and
expertise in the appropriate asset classes and styles. The selection of investment managers is done with careful
evaluation of all aspects of performance and risk, demonstrated fiduciary responsibility, investment management
experience, and a review of investment manager policies and processes. Investment performance is monitored
frequently against appropriate benchmarks and tracked to compliance guidelines with the assistance of third-party
consultants and performance evaluation tools and metrics.
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Plan assets are stated at fair value. The Company employs a variety of pricing sources to estimate the fair value of
its pension plan assets, including independent pricing vendors, dealer or counterparty-supplied valuations, third-
party appraisals, and appraisals prepared by the Company's investment managers or other experts.
Investments in equity securities, common and preferred, are valued at the last reported sales price when an active
market exists. Securities for which official or last trade pricing on an active exchange is available are classified as
Level 1. If closing prices are not available, securities are valued at the last trade price, if deemed reasonable, or a
broker's quote in a non-active market, and are typically categorized as Level 2.
Investments in fixed-income securities are generally valued by independent pricing services or dealers who make
markets in such securities. Pricing methods are based upon market transactions for comparable securities and
various relationships between securities that are generally recognized by institutional traders, and fixed-income
securities typically are categorized as Level 2.
Investments in collective trust funds and commingled funds that use Net Asset Values (“NAV”) are valued based on
the redemption price of units owned by the master trust, which is based on the current fair values of the fund assets,
as reported by the investment manager.
Investments in hedge funds generally do not have readily available market quotations and are estimated at fair
value, which primarily utilizes NAV or the equivalent, as a practical expedient, as reported by the investment
manager. Hedge funds usually have restrictions on redemptions that might affect the ability to sell the investment at
NAV in the short term.
Real estate funds are typically valued through updated independent third-party appraisals, which are adjusted for
changes in cash flows, market conditions, property performance, and leasing status. Since real estate funds do not
have readily available market quotations, they are generally valued at NAV or its equivalent, as a practical
expedient, as reported by the asset manager. Redemptions from real estate funds are also subject to various
restrictions.
Private partnership interests include debt and equity investments. These investments are valued based on NAVs or
their equivalents, adjusted for capital calls and distributions, reported by the respective general partners. The terms
of the partnerships range from seven to ten or more years, and investors do not have the option to redeem their
interests in these partnerships. As of December 31, 2024, unfunded commitments to private partnerships were $535
million.
Management reviews independently appraised values, audited financial statements, and additional pricing
information to evaluate the NAVs. For the very limited group of investments for which market quotations are not
readily available or for which the above valuation procedures are deemed not to reflect fair value, additional
information is obtained from the investment manager and evaluated internally to determine whether any
adjustments are required to reflect fair value.
The Company might be unable to quickly liquidate some assets at amounts close or equal to fair value in order to
meet plan liquidity requirements or respond to specific events, such as the creditworthiness of any particular issuer
or counterparty. Illiquid assets are generally long-term investments that complement the long-term nature of the
Company's pension obligations and are generally not used to fund benefit payments in the short term. Management
monitors liquidity risk on an ongoing basis and has procedures designed to maintain adequate liquidity for plan
requirements.
The master trust has considerable investments in fixed income securities for which changes in the relevant interest
rate of a particular instrument might result in the inability to secure similar returns upon the maturity or sale of the
instrument. Changes in prevailing interest rates might result in an increase or decrease in fair value of the
instrument. Investment managers are permitted to use interest rate swaps and other financial derivatives to manage
interest rate and credit risks.
Counterparty risk is the risk that a counterparty to a financial instrument held by the master trust will default on its
commitment. Counterparty risk is generally related to over-the-counter derivative instruments used to manage risk
exposure to interest rates on long-term debt securities. Certain agreements with counterparties employ set-off
agreements, collateral support arrangements, and other risk mitigation practices designed to reduce the net credit
risk exposure in the event of a counterparty default. The Company has credit policies and processes that manage
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concentrations of risk by seeking to undertake transactions with large well-capitalized counterparties and by
monitoring the creditworthiness of these counterparties.
Certain investments that are measured at fair value using NAV per share (or its equivalent) as a practical expedient
are not required to be categorized in the fair value hierarchy table. The total fair value of these investments is
included in the table below to permit reconciliation of the fair value hierarchy to amounts presented in the funded
status table above.
December 31, 2024
($ in millions)
Total
Level 1
Level 2
Level 3
Plan assets subject to leveling
U.S. and international equities
$ 1,499 $ 1,499 $
— $
—
Government and agency debt securities
777
—
777
—
Corporate and other debt securities
1,487
—
1,487
—
Group annuity contract
3
—
3
—
Cash and cash equivalents, net
21
21
—
—
Net plan assets subject to leveling
$ 3,787 $ 1,520 $ 2,267 $
—
Plan assets not subject to leveling
U.S. and international equities (a)
1,199
Corporate and other debt securities
242
Real estate investments
469
Private partnerships
926
Hedge funds
275
Cash and cash equivalents, net (b)
126
Total plan assets not subject to leveling
3,237
Net plan assets
$ 7,024
(a) U.S. and international equity securities include investments in small, medium, and large capitalization stocks of
public companies held in commingled trust funds.
(b) Cash and cash equivalents are liquid short-term investment funds and include net receivables and payables of
the trust. These funds are available for immediate use to fund daily operations, execute investment policies, and
serve as a temporary investment vehicle.
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December 31, 2023
($ in millions)
Total
Level 1
Level 2
Level 3
Plan assets subject to leveling
U.S. and international equities
$ 1,723 $ 1,723 $
— $
—
Government and agency debt securities
448
—
448
—
Corporate and other debt securities
1,469
—
1,469
—
Group annuity contract
3
—
3
—
Net plan assets subject to leveling
$ 3,643 $ 1,723 $ 1,920 $
—
Plan assets not subject to leveling
U.S. and international equities (a)
1,134
Corporate and other debt securities
234
Real estate investments
532
Private partnerships
828
Hedge funds
388
Cash and cash equivalents, net (b)
114
Total plan assets not subject to leveling
3,230
Net plan assets
$ 6,873
(a) U.S. and international equity securities include investments in small, medium, and large capitalization stocks of
public companies held in commingled trust funds.
(b) Cash and cash equivalents are liquid short-term investment funds and include net receivables and payables of
the trust. These funds are available for immediate use to fund daily operations, execute investment policies, and
serve as a temporary investment vehicle.
There was no activity attributable to Level 3 retirement plan assets during the years ended December 31, 2024 and
2023.
17. STOCK COMPENSATION PLANS
As of December 31, 2024, HII had stock-based compensation awards outstanding under the following plans: the
Huntington Ingalls Industries, Inc. 2011 Long-Term Incentive Stock Plan (the "2011 Plan"), the Huntington Ingalls
Industries, Inc. 2012 Long-Term Incentive Stock Plan (the "2012 Plan"), and the Huntington Ingalls Industries, Inc.
2022 Long-Term Incentive Stock Plan (the "2022 Plan").
Stock Compensation Plans
On March 1, 2022, the Company's board of directors adopted the 2022 Plan, subject to stockholder approval, and
the Company's stockholders approved the 2022 Plan on May 3, 2022. Award grants made on or after May 3, 2022,
were made under the 2022 Plan. Award grants made prior to May 3, 2022, were made under the 2011 Plan or the
2012 Plan. No future grants will be made under the 2011 Plan or the 2012 Plan.
The 2022 Plan permits awards of stock options, stock appreciation rights, and other stock awards. Stock awards, in
the form of RPSRs, RSRs, and stock rights, are granted to key employees and members of the board of directors
without payment to the Company. The 2022 Plan authorized (i) 1.3 million new shares; plus (ii) any shares subject
to outstanding awards under the 2012 Plan or 2011 Plan that were subsequently forfeited to the Company; plus (iii)
any shares subject to outstanding awards under the 2012 Plan or 2011 Plan that were subsequently exchanged by
the participant as full or partial payment to the Company in connection with any such award or exchanged by a
participant or withheld by the Company to satisfy the tax withholding obligations related to any such award. As of
December 31, 2024, the remaining aggregate number of shares of the Company's common stock authorized for
issuance under the 2022 Plan was 1.1 million.
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The 2012 Plan permitted awards of stock options, stock appreciation rights, and other stock awards. Stock awards,
in the form of RPSRs, RSRs, and stock rights were granted to key employees and members of the board of
directors without payment to the Company.
The 2011 Plan permitted the awards of stock options and other stock awards. Stock awards, in the form of stock
rights, were granted to members of the board of directors without payment to the Company.
Stock Awards
Stock awards include RPSRs, RSRs, and stock rights. The fair value of stock awards is determined based on the
closing market price of the Company's common stock on the grant date. Compensation expense for stock awards is
measured based on the grant date fair value and recognized over the vesting period, generally three years.
For purposes of measuring compensation expense, the amount of shares ultimately expected to vest is estimated at
each reporting date based on management's expectations regarding the relevant service or performance criteria.
The Company issued the following stock awards in the years ended December 31, 2024, 2023, and 2022:
Restricted Performance Stock Rights - For the year ended December 31, 2024, the Company granted
approximately 0.1 million RPSRs at a weighted average share price of $288.26. These rights are subject to cliff
vesting on December 31, 2026. For the year ended December 31, 2023, the Company granted approximately 0.2
million RPSRs at a weighted average share price of $215.24. These rights are subject to cliff vesting on December
31, 2025. For the year ended December 31, 2022, the Company granted approximately 0.2 million RPSRs at a
weighted average share price of $204.41. These rights were fully vested as of December 31, 2024. All of the
RPSRs are subject to the achievement of performance-based targets at the end of the respective vesting periods
and will ultimately vest between 0% and 200% of grant date value.
Compensation Restricted Stock Rights - For the year ended December 31, 2024, the Company granted
approximately 0.1 million compensation RSRs at a weighted average share price of $287.38. These rights vest 33
1/3% upon each of the first, second, and third anniversaries of the grant date. No compensation RSRs were granted
for the years ended December 31, 2023 and 2022.
Retention Restricted Stock Rights - Retention stock awards are granted to key employees primarily to incentivize
continued employment with the Company. In 2024, the Company granted approximately 2,200 retention RSRs at a
weighted average share price of $281.01, with cliff vesting one to three years from the grant date. In 2023, the
Company granted approximately 9,500 retention RSRs at a weighted average share price of $213.37, with cliff
vesting two to three years from the grant date. In 2022, the Company granted approximately 2,400 retention RSRs
at a weighted average share price of $208.81, with cliff vesting one to three years from the grant date. As of
December 31, 2024, approximately 9,200 retention RSRs were outstanding.
The Company also received transfers of stock awards from employees in satisfaction of minimum tax withholding
obligations associated with the vesting of stock awards during the period. The Company does not consider these
transfers as treasury stock because the stock is not issued; rather, the award is surrendered in lieu of payments of
cash to settle tax obligations.
Stock Rights and Stock Issuances - The Company granted stock rights to its non-employee directors on a quarterly
basis in 2024, with each grant less than 10,000 shares. All stock rights granted to non-employee directors are fully
vested on the grant date. If a non-employee director has met certain stock ownership requirements, the non-
employee director may elect under the terms of the Amended and Restated Directors’ Compensation Policy and
Amended and Restated Board Deferred Compensation Policy to receive their annual equity award for the following
calendar year in the form of either shares of the Company’s common stock or stock units that are payable in the fifth
calendar year after the year in which the annual equity award is earned, or, if earlier, upon termination of the
director’s board service.
Non-employee directors may also elect to receive their annual cash retainers in the form of stock units that become
payable upon termination of the director’s board service. Non-employee directors who elect to receive their annual
cash retainers in the form of stock units and have met their stock ownership requirements may elect under the
terms of the Amended and Restated Directors’ Compensation Policy and Amended and Restated Board Deferred
Compensation Policy to receive in the following calendar year either shares of the Company's common stock or
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stock units that are payable in the fifth calendar year after the year in which the stock units are earned, or, if earlier,
upon termination of the director’s board service.
Stock award activity for the years ended December 31, 2024, 2023, and 2022, was as follows:
Stock Awards
(in thousands)
Weighted-Average
Grant Date Fair
Value
Weighted
Average
Remaining
Contractual Term
Outstanding as of December 31, 2021
485
$
190.36
1.0 year
Granted
166
204.65
Adjustment due to performance
52
209.04
Vested
(170)
209.04
Forfeited
(27)
199.40
Outstanding as of December 31, 2022
506
189.68
1.0 year
Granted
177
215.16
Adjustment due to performance
32
224.35
Vested
(155)
224.35
Forfeited
(25)
178.68
Outstanding as of December 31, 2023
535
189.98
1.0 year
Granted
174
286.14
Adjustment due to performance
61
181.76
Vested
(206)
181.76
Forfeited
(14)
240.77
Outstanding as of December 31, 2024
550
$
221.59
1.0 year
Vested awards include stock awards that fully vested during the year based on the level of achievement of the
relevant performance goals. The performance goals for outstanding RPSRs granted in 2024, 2023, and 2022 were
based on three metrics as defined in the grant agreements: earnings before interest, taxes, depreciation,
amortization, and pension ("EBITDAP"), weighted at 40%, pension-adjusted return on invested capital ("ROIC"),
weighted at 40%, and relative EBITDAP growth, weighted at 20%. The Company's EBITDAP growth is measured
against EBITDAP growth of the S&P Aerospace and Defense Select Index.
Compensation Expense
The Company recorded $23 million, $34 million, and $36 million of expense related to stock awards for the years
ended December 31, 2024, 2023, and 2022, respectively. The Company recorded $7 million, $10 million, and $9
million as tax benefits related to stock awards for the years ended December 31, 2024, 2023, and 2022,
respectively.
The Company recognized tax benefits for the years ended December 31, 2024, 2023, and 2022, of $6 million, $7
million, and $8 million, respectively, from the issuance of stock in settlement of stock awards.
Unrecognized Compensation Expense
As of December 31, 2024, the Company had $16 million of unrecognized compensation expense associated with
RSRs granted in 2024 and 2023, which will be recognized over a weighted average period of 1.1 years, and $29
million of unrecognized expense associated with RPSRs granted in 2024 and 2023, which will be recognized over a
weighted average period of 1 year.
18. SUBSIDIARY GUARANTORS
As described in Note 12: Debt, the Company issued senior notes through the consolidating parent company, HII.
Performance of the Company's obligations under its senior notes outstanding as of December 31, 2024, 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 material domestic subsidiaries ("Subsidiary
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Guarantors"). The Subsidiary Guarantors are 100% owned by HII. Each HII subsidiary that did not provide a
guarantee ("Non-Guarantors") is not material and HII, as the parent company issuer, did not have independent
assets or operations. There are no significant restrictions on the ability of the parent company and the Subsidiary
Guarantors to obtain funds from their respective subsidiaries by dividend or loan, except those imposed by
applicable law.
19. SUBSEQUENT EVENTS
In December 2024, the Company entered into a definitive agreement to acquire substantially all of the assets of W
International, a South Carolina-based complex metal fabricator specializing in the manufacture of shipbuilding
structures, modules, and assemblies, for a purchase price of $140 million, subject to customary purchase price
adjustments. The transaction closed in January 2025 using cash on hand, and the Company is in the process of
completing its purchase accounting evaluation and other related disclosures. The acquired manufacturing facility
operates within the Newport News segment.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of
December 31, 2024. Based on that evaluation, the Company's Chief Executive Officer (principal executive officer)
and Chief Financial Officer (principal financial officer) concluded that, as of December 31, 2024, the Company's
disclosure controls and procedures were effective to ensure that information required to be disclosed in reports the
Company files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms, and (ii) accumulated and communicated to management to allow
their timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the three months
ended December 31, 2024, that materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting for
the Company. In order to evaluate the effectiveness of internal control over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act, management, with the participation of Company's Chief Executive Officer
(principal executive officer) and Chief Financial Officer (principal financial officer), has conducted an assessment,
including testing, using the criteria in Internal Control – Integrated Framework (2013), issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO"). The Company’s system of internal control over
financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with accounting principles generally
accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Based on its assessment, management has concluded that the Company maintained effective internal control over
financial reporting as of December 31, 2024, based on criteria in Internal Control – Integrated Framework (2013),
issued by the COSO. The effectiveness of the Company’s internal control over financial reporting as of
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December 31, 2024, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm,
as stated in their report, which is included in Item 8.
ITEM 9B. OTHER INFORMATION
Adoption or Termination of Trading Arrangements
During the quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the
Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading
arrangement,” as those terms are defined in Item 408 of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Directors
Information regarding our directors will be incorporated herein by reference to the Proxy Statement for our 2025
Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the end of the Company's fiscal year.
Information about our Executive Officers
Our executive officers as of February 6, 2025 are listed below, along with their ages, position currently held, and
business experience during at least the last five years.
Name
Age
Position(s)
Christopher D. Kastner
61
President and Chief Executive Officer
Brian D. Blanchette
50
Executive Vice President and President, Ingalls Shipbuilding
Todd R. Borkey
61
Executive Vice President and Chief Technology Officer
Chad N. Boudreaux
51
Executive Vice President and Chief Legal Officer
Jennifer R. Boykin
60
Executive Vice President, Special Projects
Eric D. Chewning
47
Executive Vice President, Strategy and Development
Edgar A. Green III
59
Executive Vice President and President, Mission Technologies
Paul C. Harris
60
Executive Vice President, Chief Sustainability and Compliance Officer
Brooke A. Hart
54
Executive Vice President, Communications
Stewart H. Holmes
63
Executive Vice President, Government and Customer Relations
Edmond E. Hughes
61
Executive Vice President and Chief Human Resources Officer
Stephen R. Powell
60
Corporate Vice President and Treasurer
Nicolas G. Schuck
51
Corporate Vice President, Controller and Chief Accounting Officer
Christopher W. Soong
52
Executive Vice President and Chief Information Officer
Thomas E. Stiehle
59
Executive Vice President and Chief Financial Officer
Kara R. Wilkinson
50
Executive Vice President and President, Newport News Shipbuilding
Christopher D. Kastner, President and Chief Executive Officer – Mr. Kastner has served as President and Chief
Executive Officer since March 2022. Prior to becoming CEO, he served as Executive Vice President and Chief
Operating Officer from February 2021 to February 2022, and as Executive Vice President and Chief Financial
Officer from March 2016 to February 2021. Mr. Kastner served as Corporate Vice President and General Manager,
Corporate Development from August 2012 to March 2016, and as Vice President and Chief Financial Officer, Ingalls
Shipbuilding, from March 2011 to August 2012. Prior to the spin-off, Mr. Kastner held various positions, including as
Vice President, Business Management and Chief Financial Officer, Northrop Grumman Shipbuilding, Gulf Coast,
and as Vice President, Contracts and Risk Management, Northrop Grumman Ship Systems.
Brian D. Blanchette, Executive Vice President and President, Ingalls Shipbuilding – Mr. Blanchette has served as
Executive Vice President and President, Ingalls Shipbuilding since January 2025. He previously served as Vice
President, Quality and Engineering for Ingalls Shipbuilding from July 2021 to December 2024. From February 2015
to July 2021, he served as Director of Technical and Design Engineering at Ingalls Shipbuilding. Mr. Blanchette
began his career at Ingalls Shipbuilding in 1996 and has held various positions of increasing responsibility during
his tenure in Engineering, Program Management and Business Development.
Todd A. Borkey, Executive Vice President and Chief Technology Officer – Mr. Borkey has served as Executive Vice
President and Chief Technology Officer since September 2022. Prior to that, he served as he served as Chief
Technology Officer at Alion Science and Technology from October 2017 and continued in that role following the
Company's acquisition of Alion until September 2022. Before joining Alion, Mr. Borkey served as CTO for Thales
Defense and Security and DRS Defense Solutions.
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Chad N. Boudreaux, Executive Vice President and Chief Legal Officer – Mr. Boudreaux has served as Executive
Vice President and Chief Legal Officer since April 2020. He joined the Company in 2011 as Corporate Vice
President for Litigation, Investigations and Compliance and was named Chief Compliance Officer in 2013, serving in
these roles until being named to his current position. Before joining the Company, Mr. Boudreaux practiced law at
Baker Botts LLP, where he established the law firm’s Global Security and Corporate Risk Counseling practice group.
Prior to that, he held various high-ranking positions in the U.S. government, including deputy chief of staff of the
U.S. Department of Homeland Security and leadership positions at the U.S. Department of Justice.
Jennifer R. Boykin, Executive Vice President, Special Projects – Ms. Boykin has served as Executive Vice
President, Special Projects since January 2025. She began her career in the Newport News Shipbuilding nuclear
engineering division in 1987 and held positions of increasing responsibility at Newport News Shipbuilding, including
as Vice President of Engineering and Design and Vice President of Quality and Process Excellence, until serving as
Executive Vice President and President, Newport News Shipbuilding from July 2017 to December 2024.
Eric D. Chewning, Executive Vice President, Strategy and Development – Mr. Chewning has served as Executive
Vice President, Strategy and Development since January 2023. Before joining HII, Mr. Chewning co-led McKinsey &
Company's Aerospace & Defense practice in the Americas from April 2020 to January 2023. From January 2019 to
January 2020, Mr. Chewning served as the Chief of Staff to the U.S. Secretary of Defense. Mr. Chewning is a
former U.S. Army military intelligence officer and previously worked as an investment banker with Morgan Stanley &
Co.
Edgar A. Green III, Executive Vice President and President, Mission Technologies – Mr. Green has served as
Executive Vice President and President, Mission Technologies since December 2016. Prior to that, from January
2015 to December 2016, he served as Corporate Vice President, Corporate Development. From January 2013 to
January 2015, Mr. Green served as Vice President, Component Manufacturing, for Newport News Shipbuilding,
and, from March 2011 to January 2013, as Corporate Vice President, Investor Relations. Mr. Green served as a
U.S. Navy nuclear submarine officer on board USS Tecumseh (SSBN-628).
Paul C. Harris, Executive Vice President and Chief Sustainability and Compliance Officer – Mr. Harris has served as
Executive Vice President and Chief Sustainability and Compliance Officer since March 2022, and from September
2020 to March 2022, he served as Corporate Vice President, Chief Compliance and Privacy Officer. Before joining
HII, Mr. Harris served as Senior Vice President at Hampton University from September 2016 to September 2020.
Mr. Harris was a Member of the Virginia House of Delegates from 1998 to 2001.
Brooke A. Hart, Executive Vice President, Communications – Ms. Hart has served as Executive Vice President,
Communications since September 2021. Prior to joining HII, she served as Vice President of Communications and
Brand at Sierra Nevada Corporation, a defense contractor, from August 2015 until September 2021. In prior roles,
Ms. Hart served as Vice President at Disruption Corporation and Crystal Tech Fund and as Senior Communications
Officer at The Pew Charitable Trusts.
Stewart H. Holmes, Executive Vice President, Government and Customer Relations – Mr. Holmes has served as
Executive Vice President, Government and Customer Relations since September 2021. From April 2017 until
September 2021, he served as Senior Vice President of Washington Operations for Textron Inc.. In prior roles, Mr.
Holmes served as the staff director/minority clerk for the Senate Appropriations Subcommittee on Defense, a staff
member for the Senate Appropriations Committee and as an aide to Sen. Thad Cochran of Mississippi. Mr. Holmes
served in the U.S. Marine Corps for more than two decades.
Edmond E. Hughes, Executive Vice President and Chief Human Resources Officer – Mr. Hughes has served as
Executive Vice President and Chief Human Resources Officer since April 2022. From March 2006 until March 2022,
he served as the Vice President of Human Resources and Administration for Ingalls Shipbuilding. Before joining
Ingalls Shipbuilding, Mr. Hughes served in human resources roles of increasing responsibilities at General Motors
and TRW Automotive.
Stephen R. Powell, Corporate Vice President and Treasurer – Mr. Powell has served as Corporate Vice President
and Treasurer since January 2025. He previously served as Corporate Director and Assistant Treasurer from March
2011 to December 2024. From 2001 to 2011, Mr. Powell was responsible for treasury, overhead and capital
planning for Northrop Grumman Shipbuilding.
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105
Nicolas G. Schuck, Corporate Vice President, Controller and Chief Accounting Officer – Mr. Schuck has served as
Corporate Vice President, Controller and Chief Accounting Officer since August 2015. Prior to that, he served as the
Assistant Controller at our Newport News Shipbuilding division and as Corporate Assistant Controller.
Christopher W. Soong, Executive Vice President and Chief Information Officer – Mr. Soong has served as Executive
Vice President and Chief Information Officer since April 2023. Prior to that, he served as Chief Information Officer
for Mission Technologies from August 2021 to April 2023. From October 2018 to August 2021, Mr. Soong served as
Senior Vice President and Chief Information Officer at Alion Science and Technology.
Thomas E. Stiehle, Executive Vice President and Chief Financial Officer – Mr. Stiehle has served as Executive Vice
President and Chief Financial Officer since February 2021. Mr. Stiehle is responsible for the Company’s business
management functions, including investor relations, treasury, internal audit, contracts, accounting, financial
reporting, planning and analysis, rates and budgets and mergers and acquisitions. From October 2012 until he
assumed his current role, he served as Vice President and Chief Financial Officer of Ingalls Shipbuilding and, prior
to that, served as Vice President, Contracts and Pricing at Ingalls.
Kara R. Wilkinson, Executive Vice President and President, Newport News Shipbuilding – Ms. Wilkinson has served
as Executive Vice President and President, Newport News Shipbuilding since January 2025. Prior to that, she
served as Executive Vice President and President, Ingalls Shipbuilding, from April 2021 to December 2024. From
May 2016 until April 2021, she served as Vice President of Program Management at Ingalls Shipbuilding. Prior to
that, Ms. Wilkinson held various positions in Business Development and Engineering at Ingalls Shipbuilding after
beginning her career at Ingalls Shipbuilding in 1996 as a naval architect.
Audit Committee Financial Expert
Information as to the Audit Committee and the Audit Committee Financial Expert will be incorporated herein by
reference to the Proxy Statement for our 2025 Annual Meeting of Stockholders.
Code of Ethics
We have adopted a Code of Ethics and Business Conduct for all of our employees, including the principal executive
officer, principal financial officer, and principal accounting officer. The Code of Ethics and Business Conduct can be
found on our internet website at HII.com under "Investors—Company—Corporate Governance." A copy of the Code
of Ethics and Business Conduct is available to any stockholder who requests it by writing to: Huntington Ingalls
Industries, Inc., c/o Office of the Secretary, 4101 Washington Avenue, Newport News, VA 23607. If we make any
substantive amendments to the Code of Ethics and Business Conduct or grant any waivers to the Code of Ethics
and Business Conduct, including any implicit waiver, to our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions, we will disclose the nature of the
amendment or waiver on our website.
References to our websites in this report are provided as a matter of convenience and do not constitute, and should
not be viewed as, incorporation by reference of the information contained on, or available through, the website.
Accordingly, such information should not be considered part of this report..
Insider Trading Policy
Information concerning our Insider Trading Policy, will be incorporated herein by reference to the Proxy Statement
for our 2025 Annual Meeting of Stockholders.
Other Disclosures
Other disclosures required by this Item will be incorporated herein by reference to the Proxy Statement for our 2025
Annual Meeting of Stockholders.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation (other than information related to pay-for-performance), including
information concerning compensation committee interlocks, insider participation, and the compensation committee
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106
report, will be incorporated herein by reference to the Proxy Statement for our 2025 Annual Meeting of
Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Information as to security ownership of certain beneficial owners and management and related stockholder matters
will be incorporated herein by reference to the Proxy Statement for our 2025 Annual Meeting of Stockholders.
Equity Compensation Plan Information
The following table provides information regarding the equity securities available for issuance under our equity
compensation plans as of December 31, 2024:
Equity Compensation Plan Information
Plan category
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights(1)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities
Reflected in Column (a))
(a)
(b)
(c)
Equity compensation plans approved by security
holders
549,706
$0.00
1,107,849
Equity compensation plans not approved by
security holders(2)
—
—
—
Total
549,706
$0.00
1,107,849
(1) Includes grants made under the Huntington Ingalls Industries, Inc. 2022 Long-Term Incentive Stock Plan (the
"2022 Plan"), which was approved by our stockholders on May 3, 2022, Huntington Ingalls Industries, Inc. 2012
Long-Term Incentive Stock Plan (the "2012 Plan"), which was approved by our stockholders on May 2, 2012, and
the Huntington Ingalls Industries, Inc. 2011 Long-Term Incentive Stock Plan (the "2011 Plan"), which was
approved by the sole stockholder of HII prior to its spin-off from Northrop Grumman Corporation. These shares
were comprised of 14,972 stock rights granted under the 2011 Plan, 50,216 stock rights and 144,515 restricted
performance stock rights granted under the 2012 Plan, and 16,199 stock rights, 82,346 restricted stock rights, and
241,458 restricted performance stock rights granted under the 2022 Plan, assuming target performance
achievement.
(2) No awards have been granted under plans not approved by security holders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information as to certain relationships and related transactions and director independence will be incorporated
herein by reference to the Proxy Statement for our 2025 Annual Meeting of Stockholders.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information as to principal accountant fees and services will be incorporated herein by reference to the Proxy
Statement for our 2025 Annual Meeting of Stockholders.
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107
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
1. Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
Financial Statements
Consolidated Statements of Operations and Comprehensive Income
Consolidated Statements of Financial Position
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Equity
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
All other schedules have been omitted because they are not applicable, not required, or the information has
been otherwise supplied in the financial statements or notes to the financial statements.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Balance at Beginning
of Period
(Benefits)/Charges
to Income
Other
Balance at
End of Period
Year Ended December 31, 2022
Valuation allowance for deferred tax assets
$
22 $
2 $
4 $
28
Year Ended December 31, 2023
Valuation allowance for deferred tax assets
28
1
—
29
Year Ended December 31, 2024
Valuation allowance for deferred tax assets
$
29 $
(3) $
— $
26
3. Exhibits
2.1
Separation and Distribution Agreement, dated as of March 29, 2011, among Titan II Inc. (formerly
Northrop Grumman Corporation), Northrop Grumman Corporation (formerly New P, Inc.), Huntington
Ingalls Industries, Inc., Northrop Grumman Shipbuilding, Inc. and Northrop Grumman Systems
Corporation (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K
filed on April 4, 2011).
3.1
Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., filed March 30, 2011
(incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April
4, 2011).
3.2
Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries,
Inc., dated May 28, 2014 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report
on Form 10-Q filed on August 7, 2014).
3.3
Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries,
Inc., dated May 21, 2015 (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report
on Form 10-Q filed on August 6, 2015).
3.4
Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries,
Inc., dated May 12, 2021 (incorporated by reference to Annex B to the Proxy Statement filed on March
19, 2021).
3.5
Restated Bylaws of Huntington Ingalls Industries, Inc. (incorporated by reference to Exhibit 3.1 to the
Company's Current Report on Form 8-K filed on November 8, 2022).
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4.1
Indenture, dated as of December 1, 2017, by and among Huntington Ingalls Industries, Inc., the
guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by
reference to Exhibit 4.1 to Form 8-K filed on December 4, 2017).
4.2
First Supplemental Indenture, dated as of August 27, 2019, to the Indenture, dated as of December 1,
2017, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo Bank,
National Association, as trustee (incorporated by reference to Exhibit 4.2 to Form 10-Q filed on
November 7, 2019).
4.3
Second Supplemental Indenture, dated as of June 30, 2020, to the Indenture, dated as of December
1, 2017, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo
Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to Form 10-K filed on
February 11, 2021).
4.4
Third Supplemental Indenture, dated as of December 14, 2021, to the Indenture, dated as of
December 1, 2017, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells
Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.4 to Form 10-K
filed on February 10, 2022).
4.5
Indenture, dated March 30, 2020, by and among Huntington Ingalls Industries, Inc., the guarantors
party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to
Exhibit 4.1 to Form 8-K filed on March 30, 2020).
4.6
First Supplemental Indenture, dated as of June 30, 2020, to the Indenture, dated as of March 30,
2020, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo Bank,
National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Company's Annual
Report on Form 10-K filed on February 11, 2021).
4.7
Second Supplemental Indenture, dated as of December 14, 2021, to the Indenture, dated as of March
30, 2020, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo
Bank, National Association, as trustee (incorporated by reference to Exhibit 4.7 to the Company's
Annual Report on Form 10-K filed on February 10, 2022).
4.8
Indenture, dated as of August 16, 2021, by and among Huntington Ingalls Industries, Inc., certain
subsidiaries of Huntington Ingalls Industries, Inc., and U.S. Bank National Association, as trustee
(incorporated by reference to Exhibit 4.1 to Form 8–K filed on August 16, 2021).
4.9
First Supplemental Indenture, dated as of December 14, 2021, to the Indenture, dated as of August
16, 2021, by and among Huntington Ingalls Industries, Inc., certain subsidiaries of Huntington Ingalls
Industries, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit
4.9 to Form 10-K filed on February 10, 2022).
4.10
Description of Securities
4.11
Indenture, dated as November 18, 2024, among Huntington Ingalls Industries, Inc., the guarantors
named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by
reference to Exhibit 4.1 to Form 8-K filed November 18, 2024).
4.12
First Supplemental Indenture, dated as of November 18, 2024, among Huntington Ingalls Industries,
Inc., the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee,
relating to 5.353% Senior Notes due 2030 and 5.749% Senior Notes due 2035 (incorporated by
reference to Exhibit 4.2 to Form 8-K filed November 18, 2024).
4.13
Form of 5.353% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to Form 8-K filed
November 18, 2024).
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109
4.14
Form of 5.749% Senior Notes due 2035 (incorporated by reference to Exhibit 4.2 to Form 8-K filed
November 18, 2024).
10.1
Amended and Restated Revolving Credit Agreement, dated as of August 2, 2021, among Huntington
Ingalls Industries, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent and an Issuing Bank (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 5,
2021, File No. 001-34910).
10.2
Credit Agreement, dated as of August 2, 2021, among Huntington Ingalls Industries, Inc., the lenders
party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to
Exhibit 10.2 to Form 10-Q filed on August 5, 2021, File No. 001-34910).
10.3
Form of Amended and Restated Indemnification Agreement and Schedule of directors and officers
who have entered into such agreement (incorporated by reference to Exhibit 10.2 to Form 10-K filed
on February 19, 2015, File No. 001-34910).
10.4
Intellectual Property License Agreement, dated as of March 29, 2011, between Northrop Grumman
Systems Corporation and Northrop Grumman Shipbuilding, Inc. (incorporated by reference to Exhibit
10.4 to Form 8-K filed on April 4, 2011, File No. 001-34910).
10.5
Tax Matters Agreement, dated as of March 29, 2011, among Northrop Grumman Corporation (formerly
New P, Inc.), Huntington Ingalls Industries, Inc. and Titan II Inc. (formerly Northrop Grumman
Corporation) (incorporated by reference to Exhibit 10.5 to Form 8-K filed on April 4, 2011, File No.
001-34910).
10.6
Loan Agreement, dated as of May 1, 1999, between Ingalls Shipbuilding, Inc. and the Mississippi
Business Finance Corporation relating to the Economic Development Revenue Bonds (Ingalls
Shipbuilding, Inc. Project) Taxable Series 1999A due 2024 (incorporated by reference to Exhibit 10.6
to the Company's Amendment No. 1 to Registration Statement on Form 10 filed on November 24,
2010).
10.7
Indenture of Trust, dated as of May 1, 1999, between the Mississippi Business Finance Corporation
and the First National Bank of Chicago, as Trustee, relating to the Economic Development Revenue
Bonds (Ingalls Shipbuilding, Inc. Project) Taxable Series 1999A due 2024 (incorporated by reference
to Exhibit 10.7 to the Company's Amendment No. 1 to Registration Statement on Form 10 filed on
November 24, 2010).
10.8
Loan Agreement, dated as of December 1, 2006, between Northrop Grumman Ship Systems, Inc. and
the Mississippi Business Finance Corporation relating to the Gulf Opportunity Zone Industrial
Development Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project), Series 2006 due 2028
(incorporated by reference to Exhibit 10.8 to the Company's Amendment No. 1 to Registration
Statement on Form 10 filed on November 24, 2010).
10.9
Trust Indenture, dated as of December 1, 2006, between the Mississippi Business Finance
Corporation and The Bank of New York Trust Company, N.A., as Trustee, relating to the Gulf
Opportunity Zone Industrial Development Revenue Bonds (Northrop Grumman Ship Systems, Inc.
Project), Series 2006 due 2028 (incorporated by reference to Exhibit 10.9 to the Company's
Amendment No. 1 to Registration Statement on Form 10 filed on November 24, 2010).
10.10
Guaranty Agreement, dated as of May 1, 1999, between Litton Industries, Inc. and The First National
Bank of Chicago, as Trustee (incorporated by reference to Exhibit 10.10 to the Company's
Amendment No. 2 to Registration Statement on Form 10 filed on December 21, 2010).
10.11
Assumption of Guaranty of Litton Industries, Inc., dated as of January 1, 2003, by Northrop Grumman
Systems Corporation (incorporated by reference to Exhibit 10.11 to the Company's Amendment No. 2
to Registration Statement on Form 10 filed on December 21, 2010).
10.12
Guaranty Agreement, dated as of December 1, 2006, between Northrop Grumman Corporation and
The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 10.12 to
the Company's Amendment No. 2 to Registration Statement on Form 10 filed on December 21, 2010).
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10.13
Performance and Indemnity Agreement, dated as of March 30, 2011, between Huntington Ingalls
Industries, Inc. and Titan II Inc. (formerly Northrop Grumman Corporation) relating to the Gulf
Opportunity Zone Industrial Development Revenue Bonds (incorporated by reference to Exhibit 10.6
to the Company's Quarterly Report on Form 10-Q filed on May 11, 2011).
10.14
Performance and Indemnity Agreement, dated as of March 30, 2011, between Huntington Ingalls
Industries, Inc. and Titan II Inc. (formerly Northrop Grumman Corporation) relating to certain
performance guarantees associated with certain U.S. Navy shipbuilding contracts (incorporated by
reference to Exhibit 10.7 to Form 10-Q filed on May 11, 2011, File No. 001-34910).
10.15
Ingalls Guaranty Performance, Indemnity and Termination Agreement, dated as of March 29, 2011,
among Huntington Ingalls Industries, Inc., Northrop Grumman Systems Corporation and Northrop
Grumman Shipbuilding, Inc. (incorporated by reference to Exhibit 10.8 to Form 10-Q filed on May 11,
2011, File No. 001-34910).
10.16
Huntington Ingalls Industries Supplemental Plan 2 (incorporated by reference to Exhibit 10.16 to the
Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011) and
Amendment to Appendix G to the plan.
10.17*
Second Amendment to Appendix G to Huntington Ingalls Industries Supplemental Plan 2-Officers
Supplemental Executive Retirement Plan, as amended January 7, 2015 (incorporated by reference to
Exhibit 10.1 to Form 8-K filed on December 19, 2018, File No. 001-34910).
10.18*
Huntington Ingalls Industries ERISA Supplemental Plan (incorporated by reference to Exhibit 10.17 to
the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).
10.19*
Severance Plan for Elected and Appointed Officers of Huntington Ingalls Industries, as amended and
restated effective January 1, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on
December 19, 2018, File No. 001-34910).
10.20*
Huntington Ingalls Industries Deferred Compensation Plan (incorporated by reference to Exhibit 10.19
to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).
10.21*
Huntington Ingalls Industries Savings Excess Plan (incorporated by reference to Exhibit 10.20 to the
Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).
10.22*
First Amendment to the Huntington Ingalls Industries Savings Excess Plan (incorporated by reference
to Exhibit 10.1 to Form 10-Q filed on August 3, 2017, File No. 001-34910).
10.23*
Huntington Ingalls Industries Officers Retirement Account Contribution Plan (incorporated by
reference to Exhibit 10.21 to the Company's Amendment No. 4 to Registration Statement on Form 10
filed on January 18, 2011).
10.24*
HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan (incorporated by reference to
Exhibit 10.22 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on
January 18, 2011).
10.25*
Huntington Ingalls Industries Electronic Systems Executive Pension Plan (incorporated by reference
to Exhibit 10.23 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on
January 18, 2011).
10.26*
Huntington Ingalls Industries, Inc. Special Officer Retiree Medical Plan (incorporated by reference to
Exhibit 10.24 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on
January 18, 2011).
10.27*
Huntington Ingalls Industries, Inc. 2011 Long-Term Incentive Stock Plan (incorporated by reference to
Exhibit 10.25 to the Company's Amendment No. 8 to Registration Statement on Form 10 filed on
March 15, 2011).
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111
10.28*
Huntington Ingalls Industries, Inc. Annual Incentive Plan, as amended and restated December 13,
2018 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on December 19, 2018, File No.
001-34910).
10.29*
Form of Award Certificate applicable to Non-Employee Director Stock Units Granted Under the 2011
and 2012 Long-Term Incentive Stock Plans (incorporated by reference to Exhibit 10.30 to Form 10-K
filed on February 27, 2013, File No. 001-34910).
10.30*
Form of Award Certificate applicable to Restricted Performance Stock Rights Granted Under the 2011
and 2012 Long-Term Incentive Stock Plans (incorporated by reference to Exhibit 10.31 to Form 10-K
filed on February 27, 2014, File No. 001-34910).
10.31*
Form of Award Certificate applicable to Restricted Stock Rights Granted Under the 2011 and 2012
Long-Term Incentive Stock Plans (incorporated by reference to Exhibit 10.32 to Form 10-K filed on
February 27, 2014, File No. 001-34910).
10.32*
Form of Award Certificate applicable to Stock Options Granted Under the 2011 and 2012 Long-Term
Incentive Stock Plans (incorporated by reference to Exhibit 10.33 to Form 10-K filed on February 27,
2014, File No. 001-34910).
10.33*
Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan (incorporated by reference to
Annex A to the Proxy Statement filed on April 3, 2012, File No. 001-34910).
10.34*
Performance-Based Compensation Policy of Huntington Ingalls Industries, Inc (incorporated by
reference to Annex B to the Proxy Statement filed on April 3, 2012, File No. 001-34910).
10.35*
Huntington Ingalls Industries, Inc. 2022 Long-Term Incentive Stock Plan (incorporated herein by
reference to Annex B to the Company's definitive proxy statement filed on March 21, 2022, File No.
001-34910).
10.36*
Terms and Conditions Applicable to Restricted Performance Stock Rights Granted Under the 2022
Long-Term Incentive Stock Plan, as amended (incorporated by reference to Exhibit 10.36 to Form 10-
K filed on February 1, 2024, File No. 001-34910).
10.37*
Terms and Conditions Applicable to Ratable Vesting Restricted Stock Rights Granted Under the 2022
Long-Term Incentive Stock Plan (incorporated by reference to Exhibit 10.37 to Form 10-K filed on
February 1, 2024, File No. 001-34910).
10.38*
Terms and Conditions Applicable to Cliff Vesting Restricted Stock Rights Granted Under the 2022
Long-Term Incentive Stock Plan (incorporated by reference to Exhibit 10.38 to Form 10-K filed on
February 1, 2024, File No. 001-34910).
10.39*
Terms and Conditions Applicable to Non-Employee Director Stock Units Granted Under the 2022
Long-Term Incentive Stock Plan (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on
November 2, 2023, File No. 001-34910).
10.40*
Terms and Conditions Applicable to Non-Employee Director Stock Grants Under the 2022 Long-Term
Incentive Stock Plan, as amended (incorporated herein by reference to Exhibit 10.1 to Form 10-Q filed
on November 2, 2023, File No. 001-34910).
10.41*
Huntington Ingalls Industries, Inc. Amended and Restated Directors' Compensation Policy
(incorporated by reference to Exhibit 10.41 to Form 10-K filed on February 1, 2024, File No.
001-34910).
10.42*
Huntington Ingalls Industries, Inc. Directors Compensation Policy--Amended and Restated Board
Deferred Compensation Policy (incorporated by reference to Exhibit 10.42 to Form 10-K filed on
February 9, 2023, File No. 001-34910).
Table of Contents
112
10.43
Amendment No. 1, dated April 24, 2023, to the Company’s Amended and Restated Credit Agreement,
dated August 2, 2021, among Huntington Ingalls Industries, Inc., the lenders party thereto, JPMorgan
Chase Bank, N.A., as administrative agent and an issuing bank, and certain other issuing banks
(incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 28, 2023, File No. 001-34910).
10.44
Amendment No. 1, dated April 24, 2023, to the Company’s Credit Agreement, dated August 2, 2021,
among Huntington Ingalls Industries, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A.,
as administrative agent (incorporated by reference to Exhibit 10.2 to Form 8-K filed on April 28, 2023,
File No. 001-34910).
10.45
Second Amended and Restated Credit Agreement, dated September 17, 2024, among the Company,
the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and an issuing bank
and certain other issuing banks (incorporated by reference to Exhibit 10.1 to Form 8-K filed on
September 17, 2024, File No. 001-34910).
19
Insider Trading Policy.
21.1
List of subsidiaries of Huntington Ingalls Industries, Inc.
22
List of subsidiary guarantors of registered securities of Huntington Ingalls Industries, Inc.
23.1
Consent of Deloitte & Touche LLP.
31.1
Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
97*
Huntington Ingalls Industries, Inc. Compensation Recovery Policy (incorporated by reference to
Exhibit 97 to Form 10-K filed on February 1, 2024, File No. 001-34910).
101
The following financial information for the company, formatted in XBRL (Extensible Business
Reporting Language): (i) the Consolidated Statements of Operations and Comprehensive Income
(Loss), (ii) the Consolidated Statements of Financial Position, (iii) the Consolidated Statements of
Cash Flows, (iv) the Consolidated Statements of Changes in Equity, and (v) the Notes to Consolidated
Financial Statements.
104
The cover page from the Company's Annual Report on form 10-K, formatted in Inline XBRL and
contained in Exhibit 101.
*Indicates management contract or compensatory plan or arrangement.
ITEM 16. FORM 10-K SUMMARY
None.
Table of Contents
113
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 6th day of
February, 2025.
Huntington Ingalls Industries, Inc.
/s/ Christopher D. Kastner
Christopher D. Kastner
President and Chief Executive Officer
Table of Contents
114
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature
Title
Date
/s/ Christopher D. Kastner
President, Chief Executive Officer and Director
Christopher D. Kastner
(Principal Executive Officer)
February 6, 2025
/s/ Thomas E. Stiehle
Executive Vice President and
Thomas E. Stiehle
Chief Financial Officer
(Principal Financial Officer)
February 6, 2025
/s/ Nicolas Schuck
Corporate Vice President, Controller
Nicolas Schuck
and Chief Accounting Officer
(Principal Accounting Officer)
February 6, 2025
/s/ Kirkland H. Donald
Kirkland H. Donald
Chairman
February 6, 2025
/s/ Augustus L. Collins
Augustus L. Collins
Director
February 6, 2025
/s/ Leo P. Denault
Leo P. Denault
Director
February 6, 2025
/s/ Craig S. Faller
Craig S. Faller
Director
February 6, 2025
/s/ Victoria D. Harker
Victoria D. Harker
Director
February 6, 2025
/s/ Frank R. Jimenez
Frank R. Jimenez
Director
February 6, 2025
/s/ Anastasia D. Kelly
Anastasia D. Kelly
Director
February 6, 2025
/s/ Tracy B. McKibben
Tracy B. McKibben
Director
February 6, 2025
Table of Contents
115
/s/ Stephanie L. O'Sullivan
Stephanie L. O'Sullivan
Director
February 6, 2025
/s/ Thomas C. Schievelbein
Thomas C. Schievelbein
Director
February 6, 2025
/s/ John K. Welch
John K. Welch
Director
February 6, 2025
Table of Contents
116
Corporate Information
Corporate Headquarters
Huntington Ingalls Industries, Inc.
4101 Washington Avenue
Newport News, VA 23607
Tel: 757-380-2000
Stock Exchange Listing
Huntington Ingalls Industries Common Stock
is listed on the New York Stock Exchange
Ticker Symbol: HII
Transfer Agent/Stockholder Inquiries
Computershare Trust Company, N.A.
P.O. Box 43006
Providence, RI 02940-3006
(888) 665-9610
computershare.com/investor
Investor Relations
757-380-2104 or 757-380-7911
e-mail: investor.relations@hii-co.com
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
901 East Byrd Street
Suite 820
Richmond, VA 23219
Tel: 804-697-1500
Fax: 804-697-1825
For reporting complaints about Huntington Ingalls
Industries accounting, internal accounting controls or
auditing matters or any other concerns to the Board of
Directors or the Audit Committee, you may write to:
Board of Directors
Huntington Ingalls Industries, Inc.
c/o Tiffany McConnell King, Corporate Secretary
4101 Washington Avenue
Newport News, VA 23607
e-mail: ocs@hii-co.com
Forward-Looking Statements
Statements in this Annual Report, other than statements of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements
by words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “guidance,” “outlook,” “predicts,” “potential,” “continue,” and similar words or phrases or the negative of these words or phrases. These
statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different
from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable when made, we
cannot guarantee future results, levels of activity, performance, or achievements. There are a number of important factors that could cause our actual results to differ materially from the results anticipated by our forward-looking statements, which
include, but are not limited to: our dependence on the U.S. government for substantially all of our business; significant delays or reductions in appropriations for our programs and/or changes in customer priorities and requirements (including
government budgetary constraints, shifts in defense spending, and changes in customer short-range and long-range plans); our ability to estimate our future contract costs, including cost increases due to inflation, labor challenges, changes in trade
policy, or other factors and our efforts to recover or offset such costs and/or changes in estimated contract costs, and perform our contracts effectively; changes in business practices, procurement processes and government regulations and our ability
to comply with such requirements; adverse economic conditions in the United States and globally; our level of indebtedness and ability to service our indebtedness; our ability to deliver our products and services at an affordable life cycle cost and
compete within our markets; our ability to attract, retain, and train a qualified workforce; subcontractor and supplier performance and the availability and pricing of raw materials and components; our ability to execute our strategic plan, including with
respect to share repurchases, dividends, capital expenditures, and strategic acquisitions; investigations, claims, disputes, enforcement actions, litigation (including criminal, civil, and administrative), and/or other legal proceedings, and improper
conduct of employees, agents, subcontractors, suppliers, business partners, or joint ventures in which we participate, including the impact on our reputation or ability to do business; changes in key estimates and assumptions regarding our pension
and retiree health care costs; security threats, including cyber security threats, and related disruptions; natural and environmental disasters and political instability; health epidemics, pandemics and similar outbreaks; and other risk factors discussed
herein and in our other filings with the SEC. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business, and we undertake no obligation to
update or revise any forward-looking statements. You should not place undue reliance on any forward-looking statements that we may make.
Our Annual Report on Form 10-K for the year ended December 31, 2024 forms a part of this 2024 Annual Report. If you would like an additional copy of our Form 10-K, you can access it through the Investor Relations page of our website
(hii.com) or at the SEC website (sec.gov). The Form 10-K is also available free of charge by writing to us at: Office of the Corporate Secretary, Huntington Ingalls Industries, Inc., 4101 Washington Avenue, Newport News, Virginia 23607. Exhibits to the
Form 10-K are also available if requested.
Year Ended December 31
($ in millions)
2024
2023
Sales and Service Revenues
$11,535
$ 11,454
Operating Income
535
781
Non-segment factors affecting operating income:
Operating FAS/CAS adjustment
62
72
Non-current state income taxes
(24)
(11)
Segment Operating Income
573
842
Segment Operating Margin
5.0%
7.4 %
Net Cash Provided by Operating Activities
393
970
Less capital expenditures:
Capital expenditure additions
(367 )
(292 )
Grant proceeds for capital expenditures
14
14
Free Cash Flow
40
692
Use of Non-GAAP Financial Measures
This Annual Report contains non-GAAP (accounting principles generally
accepted in the United States of America) financial measures, as defined by
Securities and Exchange Commission Regulation G. While we believe these
measures may be useful to investors and other users of our financial statements
in evaluating our performance, they should be considered supplemental in nature
and not in isolation or as a substitute for financial information presented in
accordance with GAAP. Definitions and reconciliations for the non-GAAP financial
measures contained in this Annual Report are provided below. These measures
may not be comparable to similarly titled measures of other companies.
Segment operating income is defined as operating income for the relevant
segment(s) before the Operating FAS/CAS Adjustment and non-current state
income taxes.
Segment operating margin is defined as segment operating income as a
percentage of sales and service revenues.
Free cash flow is defined as net cash provided by operating activities less
capital expenditures net of related grant proceeds.
Segment Operating Income
and Free Cash Flow Reconciliation
SENIOR EXECUTIVE TEAM AND ELECTED OFFICERS
BOARD OF DIRECTORS
Chris Soong
Executive Vice
President and
Chief Information Officer
Eric D. Chewning
Executive Vice
President, Strategy and
Development
Stewart Holmes
Executive Vice
President, Government
and Customer Relations
Brian Blanchette
Executive Vice President
and President,
Ingalls Shipbuilding
Stephen R. Powell
Corporate Vice
President
and Treasurer
Andy Green
Executive Vice President
and President,
Mission Technologies
Thomas E. Stiehle
Executive Vice
President and Chief
Financial Officer
Brooke Hart
Executive Vice
President of
Communications
Tiffany M. King
Corporate Vice
President, Associate
General Counsel
and Secretary
Todd Borkey
Executive Vice
President and Chief
Technology Officer
Edmond E. Hughes
Executive Vice
President and Chief
Human Resources Officer
Nicolas G. Schuck
Corporate Vice
President, Controller and
Chief Accounting Officer
Chad Boudreaux
Executive Vice
President and
Chief Legal Officer
Paul C. Harris
Executive Vice President
and Chief Sustainability and
Compliance Officer
Kari Wilkinson
Executive Vice
President and President,
Newport News
Shipbuilding
Christopher D. Kastner
President and Chief
Executive Officer
From top row left to right: Christopher D. Kastner, President and CEO, HII; Augustus L. Collins, CEO, MINACT, Inc., Major General, U.S. Army (Ret.); Leo Denault,
Former Chairman and CEO, Entergy Corporation, Chair of Audit Committee; John K. Welch, Former President and CEO, Centrus Energy Corp., Chair of Governance
and Policy Committee; Craig S. Faller, Admiral, U.S. Navy (Ret.); Thomas C. Schievelbein, Former Chairman, President and CEO, The Brink’s Company, Chair of
Finance Committee; Frank R. Jimenez, General Counsel and Corporate Secretary, GE Healthcare Technologies; Anastasia D. Kelly, Senior Advisor to the Chair and
Executive Director of Client Relations, DLA Piper; Victoria D. Harker, Former Executive Vice President and Chief Financial Officer, TEGNA, Inc., Chair of Compensation
Committee; Kirkland H. Donald, Chairman of the Board, HII, Admiral, U.S. Navy (Ret.); Stephanie O’Sullivan, Former Principal Deputy Director, Office of the Director of
National Intelligence, Chair of Cybersecurity Committee; Tracy B. McKibben, Founder and CEO, MAC Energy Group Companies