Huntington Ingalls Industries (HII) 10-K risk factor changes: FY2023 vs FY2022

Substantially all of our revenues in [removed: 2022] [added: 2023] 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, [removed: 2022,] [added: 2023,] was related to products and services deliverable to the U.S. Government.

Any of these factors could [added: materially] affect our business with the U.S. Government, which [added: in turn] would have a material adverse effect on our financial position, results of operations, or cash flows.

As of December 31, [removed: 2022,] [added: 2023,] our total backlog was [removed: $47.1] [added: $48.1] billion, including [removed: $22.2] [added: $26.0] billion in funded backlog.

Our unfunded [removed: backlog, in particular,] [added: backlog] contains management’s estimate of revenues expected to be realized on unfunded contracts that may never be realized.

Changes in procurement practices favoring incentive-based fee arrangements, different award fee [removed: criteria,] [added: 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.

[removed: 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.

A longer term trend in reduced U.S. Navy shipbuilding activity, evidenced by the reduction in fleet size from 566 ships in 1989 to [removed: 293] [added: 291] ships as of December 31, [removed: 2022,] [added: 2023,] has resulted in workforce reductions but limited infrastructure consolidation.

If we are unable to continue to compete successfully [removed: against our current or future competitors,] we may generate lower revenues and lose market share, which would negatively impact our financial condition, results of operations, and cash flows and could impact our ability to compete for future defense contracts.

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 [removed: could] [added: would likely] be adversely affected.

Mission Technologies competes domestically and [removed: internationally] [added: internationally, across our business capability,] against large A&D companies, primarily L3 Harris, Amentum, ManTech, Leidos, and, increasingly, small businesses serving the intelligence community.

Contract accounting requires judgments relative to [removed: assessing risks, estimating] [added: risk assessments,] contract [removed: revenues] [added: revenue] and [removed: costs,] [added: cost estimates,] and [removed: making] assumptions regarding schedule and technical issues.

[removed: Our judgment, 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.

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 [removed: financing] [added: 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.

Cost growth on flexibly priced contracts that does not result in higher contract [removed: price] [added: prices] due from customers reduces our profit and exposes us to the potential loss of future business.

Reasons may include labor shortages or reduced productivity, the nature and complexity of the work performed, the timeliness and availability of [removed: materials,] [added: materials or equipment,] subcontractor performance or product quality issues, performance delays, availability and timing of customer funding, and natural disasters.

Our ability to recover costs and realize profits on contracts with our U.S. Government customers depends upon the type of contract under which we are [removed: performing.][added: performing: firm fixed-price, fixed-price incentive, cost-type, or time and material.]

[removed: Our U.S. Government contracts include firm fixed-price,] [added: Approximately 51% of our revenues in 2023 were generated under] fixed-price [removed: incentive, cost-type, and] [added: incentive contracts, approximately 44% were generated under cost-type contracts, approximately 2% were generated under] time and material [added: contracts, and approximately 3% were generated under firm fixed-price] contracts.

[removed: Under each type of contract,] [added: operating results could be adversely affected] if we are unable to control costs, [removed: our operating results could be adversely affected,] particularly if we are unable to negotiate an increase in contract price with our customers.

U.S. Government contracts can extend for years, and unforeseen events, such as [removed: technological] [added: technology] difficulties, fluctuations in the price of raw materials, a significant increase in or sustained period of higher inflation, [removed: problems with our suppliers,] [added: supplier issues, including equipment delays,] labor market conditions, and cost overruns, can result in the contract price becoming less favorable or even unprofitable to us over time.

Higher interest rates resulting from inflationary pressures can also impact the fair [removed: value] [added: values] of [removed: these] [added: our] contracts.

[removed: Furthermore,] [added: Moreover,] if we [removed: do not] [added: fail to] meet contract deadlines or specifications, we may [removed: need] [added: be required] to 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.

[removed: In addition, some] [added: Some] of our contracts have provisions relating to cost controls and audit rights, and, if we fail to meet the terms specified in those contracts, we may not realize their full benefits.

From time to time, we may begin performance under an undefinitized contract action with a not-to-exceed price prior to completing contract [removed: negotiations] [added: negotiations,] in order to support U.S. government priorities.

Uncertainties [removed: in] [added: relating to] final contract price, specifications and terms, or loss of negotiating leverage associated with contract [removed: definitization] [added: definitization,] may negatively affect our profitability.

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, [removed: and we rely on such third parties to comply] [added: in compliance] with applicable laws and regulations, including [removed: various] [added: applicable] DoD cybersecurity requirements.

Disruptions and performance [removed: problems] [added: issues] from our suppliers and subcontractors, or inconsistencies between our contractual obligations to our customers and our agreements with our subcontractors and suppliers, could [removed: have an adverse effect on] [added: adversely impact] our ability to meet our commitments to customers.

[removed: Our ability to satisfy our obligations on a timely basis are adversely affected if one or] more of our suppliers or subcontractors are unable to provide agreed-upon [removed: products or materials] [added: products, materials,] or [removed: perform agreed-upon] services in a timely, compliant, and cost-effective manner, or they otherwise fail to satisfy contractual requirements.

Our procurement practices are intended to provide [removed: materials] [added: materials, components, parts,] and services that meet contract specifications and to reduce the likelihood of our procurement of unauthorized, non-compliant, or deficient [removed: materials] [added: 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 [removed: Conduct.][added: Conduct, through representations and certifications from our subcontractors and suppliers regarding such compliance.]

We [removed: rely on representations and certifications from our subcontractors and suppliers regarding such compliance, and we] [added: 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 [removed: materials] [added: materials, components, parts,] and services, subcontractors and suppliers sometimes provide us with unauthorized, non-compliant, or deficient [removed: materials] [added: goods] and [removed: services.][added: services, which can increase our contract costs and impact our ability to satisfy our contract obligations to our customers.]

Due to the specialized nature of our business, our performance is dependent upon our ability to identify, [removed: attract] [added: attract, train,] and retain a workforce with the requisite skills in multiple areas, including: engineering, nuclear, trades and crafts, manufacturing, information technology, and cybersecurity.

To the extent we lose experienced personnel, it is critical that we [removed: develop other employees,] hire new qualified personnel, [added: develop] and [added: train inexperienced employees, and] successfully manage the short and long-term transfer of critical knowledge and skills.

We [removed: increasingly] compete with commercial technology companies outside of the shipbuilding and defense industry for qualified technical positions.

[removed: To the extent that these] [added: Such] companies [removed: grow at a faster rate or face fewer cost and product pricing constraints, they] may be able to offer more attractive compensation and other benefits to candidates, including in the recruitment of our existing employees.

Many of our contracts include performance obligations that incorporate innovative [removed: designs and] [added: designs,] state-of-the-art manufacturing expertise, [removed: include] [added: or] new technologies, or [added: 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 [removed: provide] [added: perform] services that often involve innovative designs, new technologies, and complex manufacturing processes.

[removed: Problems] [added: Delays] and [removed: delays] [added: issues] with product development, technology implementation, manufacturing, or subcontractor components or services can impact our contract performance.

These failures could result in loss of life or property and could negatively affect our results of operations [removed: by causing] [added: as a result of] unanticipated expenses [removed: not covered by insurance or customer indemnification,] [added: 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.

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.

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; unmanned autonomous systems; live, virtual, and constructive training solutions; fleet sustainment; and critical nuclear operations.

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 our results.

As a result, we have experienced and may continue to

Our assessment, estimation, and assumption processes

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.

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 or 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.

Under each type of contract, our

A growing portion of our current workforce is nearing or eligible for retirement.

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 ability to satisfy our obligations on a timely basis are adversely affected if one or

We have taken actions intended to mitigate the risk related to our defined benefit pension plans through 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.

Such risks include disruptions or restrictions on our employees’ ability to work or work effectively,

Even the most well-protected information, networks, systems, and facilities remain potentially vulnerable because attempted

repayments, or compensatory, treble, or other damages.

Our business may be impacted by climate change and governmental and industry actions taken in response.

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 U.S. Government procurement 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, and lead to new or additional investments in product designs and facility upgrades.

Customers, shareholders, and institutional investors continue to increase their focus on environmental, social, and governance matters, including our environmental sustainability practices and commitments with respect to our operations, products, and suppliers.

As a result, we anticipate that we will need to make additional investments in new technologies and capabilities and devote additional management and other resources in response to the foregoing.

Moreover, actions that are inconsistent with our values, including with respect to product safety or quality, legal or regulatory compliance, financial reporting, or people management, may cause us significant reputational damage.

The U.S. Government generally receives non-exclusive

Law of the State of Delaware, or (vi) any action governed by the internal affairs doctrine.

To be successful, we conduct due diligence to identify valuation issues and potential loss contingencies; negotiate transaction terms;

An investment in our common stock or debt securities involves risks and uncertainties.

We seek to identify, manage, and mitigate risks to our business, but risk and uncertainty cannot be eliminated or necessarily predicted.

You should consider the following factors carefully, in addition to the other information contained in this Annual Report on Form 10-K, before deciding to purchase our securities.

We also provide high-end IT and mission based solutions for DoD, intelligence, and federal civilian customers; life-cycle sustainment services to the U.S. Navy fleet and other maritime customers; unmanned, autonomous systems; and nuclear management and operations and environmental management services for the DoE, DoD, state and local governments, and private sector companies.

Congressional actions to reduce the federal debt and resulting pressures on federal spending could adversely affect the total funding of individual contracts or funding for individual programs and delay purchasing or payment decisions by our customers.

Considerable uncertainty exists regarding how future budget and program decisions will develop and the challenges budget changes will present for the defense industry.

It is likely that U.S. Government discretionary spending levels, including defense spending, will continue to be subject to significant

pressure.

Our debt exposes us to certain risks.

As of December 31, 2022, we had $2.6 billion of debt under our senior notes, $225 million of debt under our $650 million 3-year term loan (the “Term Loan”), $105 million of revenue bonds, $1.5 billion of additional borrowing capacity under our revolving credit facility (the "Revolving Credit Facility"), and $1 billion of borrowing capacity under our commercial paper program.

Our Revolving Credit Facility also allows us to solicit lenders to provide incremental financing capacity in an aggregate amount not to exceed $1 billion, and the indentures governing our senior notes do not limit our incurrence of debt.

The interest rates on variable rate indebtedness under our Revolving Credit Facility and Term Loan are based upon the London Interbank Offered Rate (“LIBOR”).

In March 2021, LIBOR’s regulator, the U.K. Financial Conduct Authority, announced that the publication of rates for one-week and two-month U.S. Dollar LIBOR maturities and all non-U.S. LIBOR maturities would cease immediately after December 31, 2021, with all other tenors ceasing immediately after June 30, 2023.

In anticipation of the cessation of LIBOR as a benchmark interest rate, our Revolving Credit Facility and Term Loan mandate the use of the Secured Overnight Financing Rate (“SOFR”) or, if unavailable, other alternative benchmarks upon termination of LIBOR.

We cannot predict the consequences of the benchmark transition from LIBOR to SOFR or another benchmark, but the transition may potentially increase the cost of our variable rate indebtedness.

Under firm fixed-price contracts, we agree to perform the specified work for a pre-determined price.

To the extent our actual costs vary from the estimates upon which the price was negotiated, including due to greater than anticipated or a sustained period of higher inflation or unexpected delays, we will generate more or less profit or could incur a loss.

Some firm fixed-price contracts have a performance-based component under which we may earn incentive payments or incur financial penalties based upon our performance.

Fixed-price incentive contracts provide for reimbursement of the contractor’s allowable costs, subject to a cost-share limit that impacts the profit on the contract.

Cost-type contracts provide for the payment of allowable costs plus a fee up to a ceiling based on the amount that has been funded.

Under time and material contracts, we are paid for direct labor hours incurred at specified hourly rates plus material costs.

Approximately 50% of our revenues in 2022 were generated under fixed-price incentive contracts, approximately 44% were generated under cost-type contracts, approximately 3% were generated under time and material contracts, and approximately 3% were generated under firm fixed-price contracts.

Such unauthorized, non-compliant or deficient materials or services can increase our contract costs and impact our ability to satisfy our contract obligations to our customers.

In cases where the demand for skilled personnel exceeds supply, we could experience higher labor, recruiting, or training costs to attract and retain such employees.

We could experience difficulty performing our contracts and executing on new or growing programs if we have a shortage of skilled employees or we experience recruiting challenges.

We also must manage leadership development and succession planning throughout our business.

While we have processes in place for management transition and the transfer of knowledge and skills, the loss of key personnel, coupled with an inability to adequately train other personnel, hire new personnel, or transfer knowledge and skills, could significantly impact our ability to perform under our contracts and compete for new contracts.

that require analysis and corrective action.

We could incur similar impacts in the future, in connection with

While we are not currently subject to any vaccine mandate, we continue to encourage each of our employees to be fully vaccinated against COVID-19.

To the extent we become subject to a vaccine mandate in the future, our implementation of the mandate could result in employee attrition, including attrition of critical skilled labor, and difficulty meeting future labor requirements.

If attrition is significant, our operations and ability to execute our contracts could be materially impacted.

In addition, our subcontractors and suppliers who become subject to a vaccine mandate could be impacted by an inability to comply or loss of personnel, which could disrupt subcontractor or supplier performance or deliveries, and negatively impact our business.

Our business and financial performance may be adversely affected by threats to our physical security and other events outside our control.

New laws, regulations, or procurement

For example, in August 2022, a Navy Contracting Officer issued a written determination that the Ingalls Shipbuilding Property Management System had a significant deficiency, resulting in a 2% withhold of payments on certain invoices issued under one contract.

The withhold will terminate and withheld funds paid to us when the Contracting Officer determines that the significant deficiency has been corrected.

Increased public awareness and concern regarding global climate change may result in more federal, regional, and/or international requirements to reduce or mitigate global warming, and legislation, international protocols or treaties, or regulation could mandate stricter limits on greenhouse gas emissions.

leaked and required remediation in the past.

Any such improper actions could also cause us significant reputational damage.

Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, [removed: 2021.][added: 2022.]

We continue to see [removed: uncertainty in the economy, our industry,] [added: uncertainty, both domestically] and [removed: our company,] [added: globally,] with challenges for customers and suppliers, labor shortages, supply chain challenges, and inflation, among other impacts.

[removed: Additionally, the appropriations measure provided] [added: The Senate Appropriations Committee included $500 million in] advance procurement [removed: funding] for LPD [removed: 33, LHA 10,] [added: 33 (unnamed)] and [added: advance procurement for] a third *Arleigh Burke* class (DDG 51) destroyer in fiscal year [added: 2025, as well as full funding for two *Arleigh Burke* class (DDG 51) destroyers, two *Virginia* class (SSN 774) submarines, and one *Columbia* class (SSBN 826) submarine in fiscal year] 2024.

[removed: *Political and Economic] [added: *Global Geopolitical] Environment* – [removed: The global geopolitical and economic] [added: Our current operating] environment [added: exists in the broader context of political and socioeconomic priorities and] continues to be impacted by uncertainty, heightened [added: geopolitical] tensions, and instability.

Geopolitical relationships [removed: have changed, and are continuing] [added: continue] to change, and the U.S. and its allies face a global security environment that includes threats from state and non-state actors, including major global powers, as well as terrorist organizations, emerging nuclear tensions, diverse regional security concerns, and political instability.

In response, the [removed: United States] [added: U.S.] and other countries imposed economic and trade sanctions, export controls, and other [removed: restrictions.][added: restrictions on Russia.]

This conflict and the associated sanctions have [removed: disrupted] [added: impacted] the global economy, causing heightened cybersecurity [removed: risks,] [added: risks and an exacerbation of] supply chain challenges, higher energy costs, and [removed: an exacerbation of existing] inflationary pressures.

Labor shortages are also impacting our supply chain, resulting in longer lead times for materials, parts, and other [removed: supplies, as well as inflationary pressure.][added: supplies.]

While costs related to COVID-19 [removed: Events] [added: events] are allowable under U.S. Government contracts, our contract financial estimates reflect [removed: profit margin impact] [added: cost recovery] uncertainty, because such costs may not result in equitable adjustments, particularly on firm fixed-price and fixed-price incentive contracts, or may not be adequately covered by insurance.

Reinsurers under our property insurance [removed: have] failed to acknowledge coverage for various losses related to COVID-19, and we filed a complaint in state court in Vermont seeking a judgment declaring that our business interruption and other losses associated with COVID-19 are covered by our property insurance program.

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 [removed: risks.]

For the impacts of changes in estimates on our consolidated statements of operations and comprehensive income, see Note [added: 7: Revenue and Note] 8: Segment Information in Item 8.

Effective January 1, 2011, we were subject to the funding requirements under the Pension Protection Act of 2006 [removed: ("PPA"),] [added: (the "PPA"),] which amended ERISA.

Under the [removed: PPA,] [added: PPA and the American Rescue Plan Act of 2021,] we are required to fully fund our pension plans over a rolling [removed: seven-year] [added: 15-year] period as determined annually based upon the funded status at the beginning of each year.

[added: 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.

[removed: The] [added: 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 [added: for plan sponsors] under ERISA are subject to pension relief [removed: for plan sponsors] 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.

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 [added: the] PPA or the amounts we recover from the U.S. Government under CAS.

In [removed: 2022,] [added: 2023,] the actual return on assets was approximately [removed: (16.1)%,] [added: 12.3%,] which was [removed: less] [added: greater] than the expected return assumption of [removed: 7.25%.][added: 8.00%.]

For the year ended December 31, [removed: 2022,] [added: 2023,] the weighted average discount rates for our pension and other postretirement benefit plans [removed: increased] [added: decreased] by [removed: 247] [added: 19] and [removed: 256] [added: 15] basis points, respectively.

The differences in asset returns resulted in an actuarial [removed: loss] [added: gain] of [removed: $1,943] [added: $263] million, and the differences in discount rates resulted in an actuarial [removed: gain] [added: loss] of [removed: $2,605] [added: $144] million for the year ended December 31, [removed: 2022.][added: 2023.]

| ($ in millions) | | | | | | Increase (Decrease) in [removed: 2023] [added: 2024] Expense | | | | | | Increase (Decrease) in December 31, [removed: 2022] [added: 2023] Obligations | | |

| 25 basis point decrease in discount rate | | | | | | $ | [removed: 16] [added: 7] | | | | | $ | [removed: 197] [added: 193] | |

| 25 basis point increase in discount rate | | | | | | (6) | | | | | | [removed: (188)] [added: (184)] | | |

As disclosed in Note 17: Employee Pension and Other Postretirement Benefits in Item 8, net pre-tax unrecognized actuarial losses as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] were [removed: $678] [added: $455] million and [removed: $1,194] [added: $678] million, respectively.

The decrease in actuarial losses in [removed: 2022] [added: 2023] was primarily driven by [removed: lower benefit obligations] [added: asset returns greater than expected returns] of [removed: $2,605 million resulting from higher discount rates used to determine benefit obligations] [added: $263 million, updated mortality assumptions of $118 million,] and amortization of previously unrecognized actuarial losses of [removed: $32] [added: $2] million, [removed: partially] offset by [removed: asset returns less than expected returns] [added: lower discount rates used to determine benefit obligations] of [removed: $1,943] [added: $144] million.

Net pre-tax unrecognized prior service costs (credits) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] were [removed: $140] [added: $125] million and [removed: $60] [added: $140] million, respectively.

The change in unrecognized prior service costs (credits) in [removed: 2022] [added: 2023] resulted from plan amendments and the amortization of previously accumulated prior service costs (credits).

[added: For further] information on workers’ compensation, see Environmental, Health & Safety in Item 1 and Note 16: Commitments and Contingencies in Item 8.

| | | | | | | Year Ended December 31 | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] over [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2021] [added: 2022] over [removed: 2020] [added: 2021] | | | | | | | | |

| ($ in millions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Dollars | | | | | | Percent | | | | | | Dollars | | | | | | Percent | | |

| Sales and service revenues | | | | | | $ | [removed: 10,676] [added: 11,454] | | | | | $ | [removed: 9,524] [added: 10,676] | | | | | $ | [removed: 9,361] [added: 9,524] | | | | | $ | [removed: 1,152] [added: 778] | | | | | [removed: 12] [added: 7] | | % | | | | $ | [removed: 163] [added: 1,152] | | | | | [removed: 2] [added: 12] | | % |

| Cost of product sales and service revenues | | | | | | [removed: 9,236] [added: 9,808] | | | | | | [removed: 8,156] [added: 9,236] | | | | | | [removed: 7,691] [added: 8,156] | | | | | | [removed: 1,080] [added: 572] | | | | | | [removed: 13] [added: 6] | | % | | | | [removed: 465] [added: 1,080] | | | | | | [removed: 6] [added: 13] | | % |

| Income from operating investments, net | | | | | | [removed: 48] [added: 37] | | | | | | [removed: 41] [added: 48] | | | | | | [removed: 32] [added: 41] | | | | | | [removed: 7] [added: (11)] | | | | | | [removed: 17] [added: (23)] | | % | | | | [removed: 9] [added: 7] | | | | | | [removed: 28] [added: 17] | | % |

[removed: | Other income] [added: Other Income] and [removed: gains, net | | | | | | 1 | | | | | | 2 | | | | | | 1 | | | | | | (1) | | | | | | (50) | | % | | | | 1 | | | | | | 100 | | % |][added: Gains, Net]

| General and administrative expenses | | | | | | [removed: 924] [added: 1,022] | | | | | | [removed: 898] [added: 924] | | | | | | [removed: 904] [added: 898] | | | | | | [removed: 26] [added: 98] | | | | | | [removed: 3] [added: 11] | | % | | | | [removed: (6)] [added: 26] | | | | | | [removed: (1)] [added: 3] | | % |

| Operating income | | | | | | [removed: 565] [added: 781] | | | | | | [removed: 513] [added: 565] | | | | | | [removed: 799] [added: 513] | | | | | | [removed: 52] [added: 216] | | | | | | [removed: 10] [added: 38] | | % | | | | [removed: (286)] [added: 52] | | | | | | [removed: (36)] [added: 10] | | % |

| Interest expense | | | | | | [removed: (102)] [added: (95)] | | | | | | [removed: (89)] [added: (102)] | | | | | | [removed: (114)] [added: (89)] | | | | | | [removed: (13)] [added: 7] | | | | | | [removed: (15)] [added: 7] | | % | | | | [removed: 25] [added: (13)] | | | | | | [removed: 22] [added: (15)] | | % |

| Non-operating retirement benefit | | | | | | [removed: 276] [added: 148] | | | | | | [removed: 181] [added: 276] | | | | | | [removed: 119] [added: 181] | | | | | | [removed: 95] [added: (128)] | | | | | | [removed: 52] [added: (46)] | | % | | | | [removed: 62] [added: 95] | | | | | | 52 | | % |

| Other, net | | | | | | [removed: (20)] [added: 19] | | | | | | [removed: 17] [added: (20)] | | | | | | [removed: 6] [added: 17] | | | | | | [removed: (37)] [added: 39] | | | | | | [removed: (218)] [added: 195] | | % | | | | [removed: 11] [added: (37)] | | | | | | [removed: 183] [added: (218)] | | % |

*Defense Spending Environment* – Congressional consideration of the $886 billion fiscal year 2024 President’s Budget Request for defense spending began following its submission to Congress on March 9, 2023.

Additionally, after the statutory debt limit of $31.4 trillion was reached in January, the President signed into law the Fiscal Responsibility Act of 2023 (the “FRA”) on June 3, 2023, which suspended the federal debt limit through January 1, 2025 and established new discretionary funding limits for defense and non-defense accounts.

The FRA capped national defense spending at $886 billion for fiscal year 2024 (consistent with the President’s budget request level) and $895 billion for fiscal year 2025.

In accordance with the FRA, since Congress did not pass full-year appropriations for all discretionary spending by the end of calendar year 2023, fiscal year 2024 discretionary spending is subject to sequestration after April 30, 2024.

Any additional emergency supplemental funding legislation during fiscal years 2024 and 2025 is not subject to the budget caps.

The House and Senate reached a compromise agreement on the National Defense Authorization Act ("NDAA") for fiscal year 2024 in December 2023.

Overall, the fiscal year 2024 NDAA authorizes $886 billion for national defense programs, consistent with the spending caps directed in the FRA.

The compromise legislation supports our shipbuilding priorities with a total authorization of $32.9 billion for shipbuilding programs, including the authorization of an LPD 33 Flight II amphibious ship along with incremental funding authority, two *Virginia* class (SSN 774) submarines, one *Columbia* class (SSBN 826) ballistic missile submarine, and two *Arleigh Burke* class (DDG 51)

destroyers.

Additionally, the fiscal year 2024 NDAA authorizes multiyear procurement authority for the Block VI *Virginia* class (SSN 774) submarine contract and includes authorities to help implement the Australia-United Kingdom-United States security partnership, including the authority to transfer *Virginia* class submarines to Australia effective in fiscal year 2025.

Both House and Senate appropriations bills have been passed out of committee, and the House defense appropriations bill has been approved by the full House.

The House defense appropriations measure broadly supports the President’s budget request for shipbuilding, including funding for two *Virginia* class (SSN 774) submarines, one *Columbia* class (SSBN 826) ballistic missile submarine and two *Arleigh Burke* class (DDG 51) destroyers.

Although a new fiscal year began on October 1, 2023, annual appropriations to fund the federal government for fiscal year 2024 have not been enacted.

To provide Congress additional time to reach agreements on funding levels for federal agencies, a Continuing Resolution ("CR") extending funding through November 17, 2023, at fiscal year 2023 levels was enacted on September 30, 2023.

Congress passed a second CR in November 2023 that extended agencies covered by four of the appropriations bills until January 19, 2024, and the balance of agencies, including the DoD, until February 2, 2024.

An additional CR passed by Congress in January 2024 further extended government funding deadlines under the previous CR’s division of appropriations bills until March 1, 2024, and March 8, 2024.

While the DoD is normally prohibited from starting new programs or increasing funding on existing programs under a CR, the current CR includes an exception that will allow the DoD to deviate from typical restrictions and obligate funding to begin construction of the second *Columbia* class nuclear submarine (SSBN 827).

We cannot predict the outcome of the fiscal year 2024 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.

Meanwhile, the duration and impact of the evolving conflict surrounding Israel and Gaza is unknown but is likely to have global economic and political ramifications.

The escalating strategic competition with China and the implications of Russia’s invasion of Ukraine and the Israeli-Gaza conflict have led Asian, Oceania, and European countries, in particular, to pay renewed attention to their military budget.

Global military expenditures surpassed $2 trillion for the first time in 2021, and the recent conflicts in both Ukraine and Israel could lead to more demand.

*Economic Environment* – Conflict or the threat thereof has led to an increase in economic and trade sanctions and export controls.

Economic tensions with other nations and changes in international trade policies, including higher tariffs on imported goods and materials and renegotiation of free trade agreements, have impacted the global market for defense products, services, and solutions.

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.

Domestically, the political ramifications of national debt levels coupled with the uncertainty of economic indices including inflation, gross domestic product growth, and the pace of recovery from the coronavirus pandemic could increase pressure on discretionary spending.

While monthly inflation rates have steadily 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-average inflationary conditions continue over the long-term, additional resources may be required to address contract and labor cost growth.

The labor market continues to present significant challenges.

We monitor labor market conditions and trends and work continuously to mitigate the effects of labor constraints through targeted programs.

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.

We work with our suppliers and subcontractors to mitigate risk, arrange supply source alternatives, increase our inventory of available materials and parts, and regularly pursue cost reductions through quantity orders of materials.

*U.S. Political Environment* – While geopolitical pressures may point to a world where spending on defense and security in the U.S. should increase, it remains for Congress and the Executive Branch to determine how best to balance defense and other discretionary spending with rising entitlement costs and a focus in Washington on the federal deficit.

The 118th Congress is nearly equally divided with a thin majority held in both the House and Senate.

Given the partisan political environment that will likely continue through the 2024 elections, when the presidency, all 435 House seats, and 34 Senate seats will be up for consideration, the prospect for significant legislative activity in 2024 is low.

risks.

| Other income and gains, net | | | | | | 120 | | | | | | 1 | | | | | | 2 | | | | | | 119 | | | | | | 11,900 | | % | | | | (1) | | | | | | (50) | | % |

Changes in sales and service

revenues are typically expressed in terms of volume.

Unless otherwise described, volume generally refers to

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

The fiscal year 2023 budget cycle concluded with the enactment of the National Defense Authorization Act ("NDAA") for fiscal year 2023 on December 23, 2022 and the Consolidated Appropriations Act, 2023 on December 29, 2022.

The NDAA broadly supported our shipbuilding programs, including multiyear procurement authority for up to 15 DDG Flight III destroyers, a fleet requirement of no less than 31 operational amphibious warships (LPD/LHD/LHA), including a minimum of 10 amphibious assault ships (LHD/LHA), and bundle acquisition authority for LPD/LHA amphibious warship procurement.

Final defense appropriations were included in the Consolidated Appropriations Act and provided funding for three *Arleigh Burke* class (DDG 51) destroyers, two *Virginia* class (SSN 774) attack submarines and continued funding for LPD 32 (unnamed) and *Fallujah* (LHA 9).

The bill also provided funding for the *Columbia* class (SSBN 826) ballistic-missile submarine program, *Gerald R.

Ford* class (CVN 78) nuclear aircraft carrier programs, and the refueling and complex overhaul ("RCOH") of USS *John C.

Stennis* (CVN 74), as well as funding to support large surface combatant shipyard infrastructure and the submarine industrial base.

The federal budget environment remains a significant long-term risk.

Considerable uncertainty exists regarding how future budget and program decisions will develop and what challenges budget changes will present for the defense

industry.

We believe continued budget pressures could have serious implications for defense discretionary spending, the defense industrial base, including HII, and the customers, employees, suppliers, subcontractors, investors, and communities that rely on companies in the defense industrial base.

Although it is difficult to determine specific impacts, we expect that over the longer term, the budget environment may result in fewer contract awards and lower revenues, profits, and cash flows from our U.S. Government contracts.

It is likely budget and program decisions made in this environment will have long-term impacts on HII and the entire defense industry.

These global threats persist across all domains, from undersea to space to cyber, and the global market for defense products, services, and solutions is driven by these complex and evolving security challenges.

Our current operating environment exists in the broader context of political and socioeconomic priorities and reflects, among other things, the continued impact of and uncertainty surrounding geopolitical tensions, financial market volatility, inflation, a challenging labor market, and the continued threat posed by COVID-19.

In addition to price surges in energy, food, and aluminum, an increase in inflation has led to higher costs of various commodities and supplier products.

In an era of unanticipated cost increases, the inclusion of mitigation mechanisms, such as economic price adjustment clauses, in our contracts help mitigate certain risks attributable to price inflation.

Our bids for longer-term firm fixed-price contracts typically include assumptions for labor and other contract costs that historically have been sufficient to cover cost increases over the period of performance.

If, however, recent inflationary conditions continue over the long-term, our cost assumptions may not be sufficient to cover potential contract cost growth or may impact the availability of resources to execute the respective contracts.

Management is closely monitoring possible cost impacts with our customers.

The macro labor market continues to present significant challenges, and those challenges continue to impact our operations and our financial performance.

We are aggressively responding to the labor market challenges, including utilizing outside leased labor and overtime to mitigate the short-term deficit of employees and implementing aggressive hiring and retention programs.

Our longer term ability to meet contract requirements, as well as our financial performance, are dependent on our ability to attract and retain a stable skilled workforce.

The Inflation Reduction Act of 2022 ("IRA") was signed into law during the third quarter of 2022 and included provisions for an alternative minimum tax and a one percent excise tax on share repurchases.

We anticipate being subject to the excise tax beginning in 2023 and continue to evaluate other provisions of the IRA for their impact on our business.

*COVID-19 Pandemic -* The COVID-19 pandemic has dramatically impacted the global economic environment, including labor shortages and supply chain challenges.

The COVID-19 crisis initially had a significant impact on the U.S. labor market, and the resulting challenges and uncertainty have exacerbated already existing workforce trends.

The COVID-19 pandemic has impacted our employees, customers, suppliers, and communities (collectively, “COVID-19 Events”).

Defense Industry Overview

The United States faces a complex, uncertain, and rapidly changing national security environment.

President Biden released his first National Security Strategy (the "NSS") in October 2022.

The NSS, which continues the U.S. focus on China as the “pacing challenge” and Russia as an “acute” threat, calls for investments in emerging technologies and modernizing the U.S. military, with a special focus on allies in the Indo-Pacific region and Europe.

The Biden Administration also released in October 2022 the public version of its 2022 National Defense Strategy (the "NDS").

Under the NDS, the Indo-Pacific region remains at the heart of U.S. defense planning, and primary focus is placed on the need to sustain and strengthen U.S. deterrence against China.

The NDS also takes into account the challenges posed by Russia, including those connected with its invasion of Ukraine, along with threats posed by North Korea, Iran, and violent extremist organizations.

Additionally, ‘non-traditional’ threats, such as pandemic disease and climate change, are included in the NDS as part of the national security dialogue.

Integrated deterrence, the defining principle of the NDS, seeks to align DoD activities and investments across all theaters, across the full spectrum of conflict, and across all domains, including space and cyberspace, as well as a closer working relationship with the U.S.’s network of allies and partners to deter aggression, exemplified in the Indo-Pacific region by the Australia, U.K., and U.S. AUKUS agreement and the trilateral cooperation agreement with Japan and Korea.

The U.S. also faces a more lethal and disruptive battlefield, combined across domains and conducted at increasing speed and reach.

The security environment is affected by rapid technological advancements and the changing character of war.

The drive to develop new capabilities and enhance lethality is relentless, expanding to address emerging threats from peer-competitors as well as actors with lower barriers of entry, and moving at accelerating speed.

*Interest Rates* \- Our floating rate financial instruments subject to interest rate risk include a [removed: $650 million] Term Loan, a $1.5 billion Revolving Credit Facility, and a $1 billion commercial paper program.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $225] [added: $145] million outstanding on the Term Loan and no indebtedness outstanding under our Revolving Credit Facility or our commercial paper program.

[removed: Based on the amounts outstanding under our Term Loan as of December 31, 2022, an] increase of 1% in interest rates would increase the interest expense on our debt by approximately [removed: $2] [added: $1] million on an annual basis.

Based on the amounts outstanding under our Term Loan as of December 31, 2023, an

In January 2024, we paid the remaining $145 million balance of the Term Loan.

Headquartered in Newport News, Virginia, we employ [removed: approximately 43,000] [added: over 44,000] people domestically and internationally.

Our Mission Technologies segment provides a wide range of services and products, including command, control, computers, communications, cyber, intelligence, surveillance, and reconnaissance ("C5ISR") systems and operations; the application of [removed: artificial intelligence] [added: Artificial Intelligence] and machine learning to battlefield decisions; [removed: defensive] [added: defense] and offensive cyberspace strategies and electronic [removed: warfare ("CEWS");] [added: warfare;] unmanned autonomous systems; live, virtual, and constructive training [removed: solutions ("LVC"); platform modernization;] [added: solutions; fleet sustainment;] and critical nuclear operations.

We [removed: delivered USS *Tripoli* (LHA 7) in 2020 and] are currently constructing *Bougainville* (LHA [removed: 8).][added: 8) and *Fallujah* (LHA 9).]

In [removed: 2022,] [added: 2023,] we were awarded a [removed: long-lead time] [added: long-lead-time] material contract for [removed: LPD 32] [added: LHA 10] (unnamed).

We have delivered [removed: 34] [added: 35] *Arleigh Burke* class (DDG 51) destroyers to the U.S. Navy, including [removed: *Lenah] [added: USS *Jack] H.

Sutcliffe [removed: Higbee] [added: Higbee*] (DDG [removed: 123)*] [added: 123)] in 2022, [added: and] USS *Frank E.

Petersen Jr.* (DDG 121) in [removed: 2021, and USS *Delbert D.][added: 2021.]

In [removed: 2013,] [added: 2018,] we were awarded a multi-year contract [removed: totaling $3.3 billion] for construction of [removed: five] [added: six] *Arleigh Burke* class (DDG 51) [removed: destroyers, of which four have been delivered and *Jack H.][added: destroyers and, in 2020,a contract to construct an additional *Arleigh Burke* class (DDG 51) destroyer.]

In [removed: 2018,] [added: 2023,] we were awarded a multi-year contract [removed: totaling $5.1 billion] for construction of six [removed: additional] [added: more] *Arleigh Burke* class (DDG 51) [removed: destroyers.][added: destroyers, as well as the first option ship, for a total of seven ships.]

[removed: We are currently] constructing *Ted Stevens* (DDG128), *Jeremiah Denton* (DDG 129), *George M.

Neal* (DDG 131), [removed: and] *Sam Nunn* (DDG [removed: 133).][added: 133), and *Thad Cochran* (DDG 135).]

In 2018, we were awarded long-lead-time material and construction contracts for *Calhoun* (NSC [removed: 10)] [added: 10), which was delivered to the U.S. Coast Guard in 2023,] and *Friedman* (NSC 11), which [removed: are] [added: is] currently under construction.

Beginning in 2009, we received contract awards totaling [removed: $8.2] [added: $8.7] billion for construction preparation, detail design, and construction of the second *Gerald R.

In addition, we have received [added: contract] awards valued at $15.3 billion for detail design and construction of the *Gerald R.

We provide ongoing maintenance services for the U.S. Navy aircraft carrier fleet through both RCOH and fleet support [removed: across the globe.][added: services worldwide.]

[removed: We are currently performing the RCOH of] USS *George Washington* (CVN 73) [added: was redelivered to the U.S. Navy in 2023 after completion of its RCOH,] and [added: we are currently performing the RCOH of] USS *John C.

We believe our [added: 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 [removed: its] [added: required] nuclear [removed: component] [added: 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.

We believe we are well positioned [removed: as] [added: to be] the U.S. Navy's shipyard of choice for these contract awards.

We are one of only two companies in the United States [added: currently] capable of designing and building nuclear-powered submarines for the U.S. Navy.

Of the [removed: 50] [added: 49] nuclear-powered fast attack submarines currently in [removed: active service, 25 were delivered by Newport News.]

[removed: Virginia Class] [added: Virginia Class] (SSN 774) Submarines

In 2014, the team was awarded a construction contract for the fourth block of ten *Virginia* class (SSN 774) submarines, which [removed: requires] [added: contemplated] production of two submarines per year.

The first submarine of the Block IV contract was delivered in 2020, [removed: two] [added: and three] more submarines [removed: of the Block IV contract were] [added: have been] delivered [removed: in 2022, and the remaining boats are in the manufacturing and outfitting phases of construction.][added: through 2023.]

[removed: Eight] [added: Ten] of the Block V boats are in manufacturing and outfitting stages [removed: and two] of [removed: the Block V boats are in the advance procurement phases.][added: construction.]

[removed: Columbia Class] [added: Columbia Class] (SSBN 826) Submarines

[removed: Our unmanned systems products and services create] [added: Unmanned Systems develops] advanced unmanned [removed: maritime solutions] [added: systems] for defense, marine research, and commercial applications.

Serving customers in more than 30 countries, [removed: our unmanned systems group provides] [added: we provide] design, autonomy, manufacturing, testing, operations, and sustainment of unmanned systems, including unmanned underwater vehicles and unmanned surface vessels.

[removed: Our fleet support services provide] [added: Fleet sustainment provides] comprehensive life-cycle sustainment [removed: services] to the U.S. Navy fleet and other DoD and commercial maritime customers.

[removed: We provide services including] [added: 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 [added: also] provide undersea vehicle and specialized craft development and prototyping services.

[removed: As part of our nuclear and environmental services, we participate] [added: 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 [removed: ("SRNS").][added: ("SRNS"), we meet customers’ toughest nuclear and environmental challenges.]

In [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] approximately [added: 81%,] 82%, [removed: 90%,] and [removed: 88%,] [added: 90%,] respectively, of our revenues were generated from the U.S. Navy.

We develop new technologies that are incorporated into the products [removed: we produce] and services we provide [removed: for] [added: to] our customers.

The U.S. Government generally receives non-exclusive 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 [removed: entirely at government expense.]

The U.S. Government may use or authorize other parties to use the [added: intellectual property we license to the government.]

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] our total backlog was approximately [removed: $47.1] [added: $48.1] billion and [removed: $48.5] [added: $47.1] billion, respectively.

We expect approximately 22% of backlog at December 31, [removed: 2022,] [added: 2023,] to be converted into sales in [removed: 2023.][added: 2024.]

Other materials we use in large quantities include paint, aluminum, pipe, electrical [removed: cable,] [added: cables, electronic components, fittings, custom machine items,] and [removed: fittings.][added: sensors.]

[removed: 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 [added: completed.]

REAs can result in claims under the Contract Disputes Act of [removed: 1978,] [added: 1978] in cases in which we cannot reach agreement with the U.S. Government.

Our Mission Technologies segment develops integrated technology solutions and products that enable today's connected, all domain force.

In 2023, we were awarded a contract to construct *Philadelphia* (LPD 32).

Lucas* (DDG 125) in 2023, USS *Lenah H.

We are currently

active service, 23 were delivered by Newport News.

The remaining six boats of the Block IV contract are in the final assembly and test phases 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 addition, the team received a contract award for advance procurement of long-lead-time material in support of the first two Block VI boats.

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.

Our Mission Technologies segment develops integrated solutions that enable today’s connected, all-domain force.

Our capabilities include C5ISR systems and operations; the application of Artificial Intelligence ("AI") and machine learning to battlefield decisions; defensive and offensive cyberspace strategies and electronic warfare ("CEW&S"); live, virtual, constructive solutions ("LVC"); unmanned, autonomous systems; fleet sustainment; and critical nuclear operations.

Our domain expertise and advanced technologies support our mission partners across the globe.

C5ISR

C5ISR designs, develops, integrates, and manages the sensors, systems and other assets necessary to support integrated ISR 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.

CEW&S

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.

LVC

LVC 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.

LVC is a modern and distributed approach to U.S. military training.

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.

entirely at government expense.

We rely on third parties to provide raw materials.

In the event of termination of a contract for convenience, a

("PRP") by the U.S. Environmental Protection Agency ("EPA") or similarly designated by another environmental agency.

created, developed, and maintain multiple talent pipelines.

In 2023 Ingalls began to track DART, in lieu of LTCR and LWDR.

DART at Ingalls was 3.34 in 2023.

an ever-changing, fast-paced environment.

We currently sponsor 23 ERGs, which represent 10 distinct affinity groups, including those that support African Americans, Asian and Pacific Islanders, Hispanics, Women and Women in Engineering, LGBTQ+ employees, veterans, multiple generations, newly hired employees, and wellness.

Our ERGs are employee-led and open to all employees.

Our Mission Technologies (formerly named Technical Solutions) segment delivers high-value engineering and technology solutions to enable multi-domain distributed operations in the government and commercial markets.

In 2022, we were awarded the construction contract for *Fallujah* (LHA 9).

Black* (DDG 119) in 2020.

Lucas* (DDG 125) is being constructed.

In 2020, we were awarded a contract to

construct an additional *Arleigh Burke* class (DDG 51) destroyer.

We delivered USCGC *Stone* (NSC 9) to the U.S. Coast Guard in 2020.

We received a contract in 2013 to inactivate the decommissioned *Enterprise* (CVN 65), the world's first nuclear-powered aircraft carrier, which was built by us and commissioned in 1961.

The decommissioned *Enterprise* (CVN 65) inactivation was completed in the second quarter of 2018.

We were previously awarded contracts from Electric Boat to begin integrated product and process development and provide long-lead-time material and advance construction for the *Columbia* class (SSBN 826) program.

The Mission Technologies segment includes business groups focused on high-end information technology (“IT”) and mission based solutions for DoD, intelligence, and federal civilian customers; life-cycle sustainment services to the U.S. Navy fleet and other maritime customers; unmanned, autonomous systems; and nuclear management and operations and environmental management services for the Department of Energy ("DoE"), DoD, state and local governments, and private sector companies.

The Mission Technologies segment is comprised of four business groups as follows:

Mission Based Solutions

Our mission based solutions businesses are focused on solving national security challenges for the DoD, the intelligence community, and federal civilian agencies around the globe.

The group’s expertise includes intelligence, surveillance, and reconnaissance; cyber operations; secure enterprise information technology engineering and operations; advanced modeling, simulation, and training; and logistics management.

Our C5ISR solutions deliver actionable intelligence across the globe at hyper speed through mission systems and operations, accelerating decision-making and exploiting foreign threat vulnerabilities.

Our CEWS solutions provide full spectrum cyber, electronic warfare, and space capabilities that address today’s rapidly changing, multi-domain global security threats, and anticipated emerging threats.

Our LVC solutions designs and executes enterprise simulation and network technologies to prepare warfighters for virtually every conceivable environment they may face in the service to national defense and security.

Our nuclear and environmental services focus on nuclear management and operations.

We provide site management, nuclear and industrial facilities operations and maintenance, decontamination and decommissioning, and radiological and hazardous waste management services to DoE, DoD, state and local governments, and private sector companies.

We have a 51% ownership interest in N3B, which, in 2017, was awarded the Los Alamos Legacy Cleanup Contract at the DoE/National Nuclear Security Administration’s Los Alamos National Laboratory located northwest of Santa Fe, New Mexico.

We have a 23% ownership interest in MSTS, which, in 2017, was awarded a contract for site management and operations at the Nevada National Security Site located northwest of Las Vegas, Nevada.

We have a 34% ownership interest in SRNS, which provides site management and operations at the DoE's Savannah River Site near Aiken, South Carolina.

intellectual property we license to the government.

completed.

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.

Our Mission Technologies segment delivers technology based products and solutions to government and commercial markets.

One of the key components of our approach to workforce

In addition to operating our own apprentice schools, we have developed and nurtured multiple partnerships with state and local governments, pre-K education providers, primary/secondary school districts, community colleges, and four-year colleges and universities, as well as post-graduate institutions.

We also make significant investments through monetary contributions, leadership time, and employee volunteer hours to support these critical partnerships.

*Corporate Values* - We operate on a set of values that are shared with all employees: Integrity, Safety, Respect, Engagement, Responsibility, and Performance.

"Always doing the right thing" is an essential belief at HII, and the tone starts at the top and permeates through the culture of the company.

It is a set of core values, standards, and behaviors that guide employee commitment to the highest ethical standards and serves as the underlying framework for all of our human capital strategies.

We currently sponsor 20 ERGs, which represent 10 distinct affinity groups, are employee-led and open to all employees, and include: African American Shipbuilders Association, Asian & Pacific Islander Shipbuilding Association, Hispanic Outreach & Leadership Alliance, Women in Shipbuilding Enterprise, Ingalls Shipbuilders Equality Alliance, Shipbuilders Together Realizing Inclusion, Diversity and Equality, Engaging Employees to Learn Improve Network and Knowledge Share, FitNNS, and the Veterans Employee Resource Groups.

*Employee Engagement -* Since 2006, we have conducted an annual anonymous engagement survey of our workforce, both non-represented and represented.

Administered and analyzed by an independent third party, the survey results are reviewed by our executive team and other senior leaders at our three segments.

The results of this engagement survey are also shared with individual managers and employees, who are then tasked with discussing the results with their teams and working together to set goals and implement actions to improve employee engagement and performance.

Approximately 78% of our workforce participated in the 2022 engagement survey.

We believe that, at the individual employee level, engagement is about taking ownership of your work and work processes.

At the enterprise level, engagement is about creating an inclusive and highly collaborative culture where we all care about and encourage each other’s success, and supporting the opportunity to create more value and transform our business for the future.

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.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] 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 [removed: $8,709] [added: $9,075] million.

As of [removed: February 3, 2023, 39,855,814] [added: January 26, 2024, 39,590,687] shares of the registrant's common stock were outstanding.

Portions of the registrant's Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Rule 14A for the registrant's [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K.

| Item 1. | | | [removed: [BUSINESS](#i4a6250c4c1da4914ac59797047a11745_13)] [added: [BUSINESS](#i135ceac5fed64f9781c839ebd0ef6959_13)] | | | [removed: [1](#i4a6250c4c1da4914ac59797047a11745_13)] [added: [1](#i135ceac5fed64f9781c839ebd0ef6959_13)] | | |

| Item 1A. | | | [RISK [removed: FACTORS](#i4a6250c4c1da4914ac59797047a11745_67)] [added: FACTORS](#i135ceac5fed64f9781c839ebd0ef6959_67)] | | | [removed: [12](#i4a6250c4c1da4914ac59797047a11745_67)] [added: [12](#i135ceac5fed64f9781c839ebd0ef6959_67)] | | |

| Item 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i4a6250c4c1da4914ac59797047a11745_73)] [added: COMMENTS](#i135ceac5fed64f9781c839ebd0ef6959_73)] | | | [removed: [26](#i4a6250c4c1da4914ac59797047a11745_73)] [added: [26](#i135ceac5fed64f9781c839ebd0ef6959_73)] | | |

| Item 2. | | | [removed: [PROPERTIES](#i4a6250c4c1da4914ac59797047a11745_76)] [added: [PROPERTIES](#i135ceac5fed64f9781c839ebd0ef6959_76)] | | | [removed: [26](#i4a6250c4c1da4914ac59797047a11745_76)] [added: [28](#i135ceac5fed64f9781c839ebd0ef6959_76)] | | |

| Item 3. | | | [LEGAL [removed: PROCEEDINGS](#i4a6250c4c1da4914ac59797047a11745_79)] [added: PROCEEDINGS](#i135ceac5fed64f9781c839ebd0ef6959_79)] | | | [removed: [27](#i4a6250c4c1da4914ac59797047a11745_79)] [added: [29](#i135ceac5fed64f9781c839ebd0ef6959_79)] | | |

| Item 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i4a6250c4c1da4914ac59797047a11745_82)] [added: DISCLOSURES](#i135ceac5fed64f9781c839ebd0ef6959_82)] | | | [removed: [27](#i4a6250c4c1da4914ac59797047a11745_82)] [added: [29](#i135ceac5fed64f9781c839ebd0ef6959_82)] | | |

| Item 5. | | | [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i4a6250c4c1da4914ac59797047a11745_88)] [added: SECURITIES](#i135ceac5fed64f9781c839ebd0ef6959_88)] | | | [removed: [28](#i4a6250c4c1da4914ac59797047a11745_88)] [added: [30](#i135ceac5fed64f9781c839ebd0ef6959_88)] | | |

| Item 6. | | | [removed: [\[RESERVED\]](#i4a6250c4c1da4914ac59797047a11745_91)] [added: [\[RESERVED\]](#i135ceac5fed64f9781c839ebd0ef6959_91)] | | | [removed: [29](#i4a6250c4c1da4914ac59797047a11745_91)] [added: [31](#i135ceac5fed64f9781c839ebd0ef6959_91)] | | |

| Item 7. | | | [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i4a6250c4c1da4914ac59797047a11745_97)] [added: OPERATIONS](#i135ceac5fed64f9781c839ebd0ef6959_97)] | | | [removed: [29](#i4a6250c4c1da4914ac59797047a11745_97)] [added: [31](#i135ceac5fed64f9781c839ebd0ef6959_97)] | | |

| Item 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i4a6250c4c1da4914ac59797047a11745_136)] [added: RISK](#i135ceac5fed64f9781c839ebd0ef6959_136)] | | | [removed: [54](#i4a6250c4c1da4914ac59797047a11745_136)] [added: [52](#i135ceac5fed64f9781c839ebd0ef6959_136)] | | |

| Item 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i4a6250c4c1da4914ac59797047a11745_139)] [added: DATA](#i135ceac5fed64f9781c839ebd0ef6959_139)] | | | [removed: [55](#i4a6250c4c1da4914ac59797047a11745_139)] [added: [54](#i135ceac5fed64f9781c839ebd0ef6959_139)] | | |

| | | | [REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM](#i4a6250c4c1da4914ac59797047a11745_142)] [added: FIRM](#i135ceac5fed64f9781c839ebd0ef6959_142)] | | | [removed: [55](#i4a6250c4c1da4914ac59797047a11745_142)] [added: [54](#i135ceac5fed64f9781c839ebd0ef6959_142)] | | |

| | | | [CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE [removed: INCOME](#i4a6250c4c1da4914ac59797047a11745_145)] [added: INCOME](#i135ceac5fed64f9781c839ebd0ef6959_145)] | | | [removed: [59](#i4a6250c4c1da4914ac59797047a11745_145)] [added: [58](#i135ceac5fed64f9781c839ebd0ef6959_145)] | | |

| | | | [CONSOLIDATED STATEMENTS OF FINANCIAL [removed: POSITION](#i4a6250c4c1da4914ac59797047a11745_148)] [added: POSITION](#i135ceac5fed64f9781c839ebd0ef6959_148)] | | | [removed: [60](#i4a6250c4c1da4914ac59797047a11745_148)] [added: [59](#i135ceac5fed64f9781c839ebd0ef6959_148)] | | |

| | | | [CONSOLIDATED STATEMENTS OF CASH [removed: FLOWS](#i4a6250c4c1da4914ac59797047a11745_154)] [added: FLOWS](#i135ceac5fed64f9781c839ebd0ef6959_154)] | | | [removed: [62](#i4a6250c4c1da4914ac59797047a11745_154)] [added: [61](#i135ceac5fed64f9781c839ebd0ef6959_154)] | | |

| | | | [CONSOLIDATED STATEMENTS OF CHANGES IN [removed: EQUITY](#i4a6250c4c1da4914ac59797047a11745_157)] [added: EQUITY](#i135ceac5fed64f9781c839ebd0ef6959_157)] | | | [removed: [63](#i4a6250c4c1da4914ac59797047a11745_157)] [added: [62](#i135ceac5fed64f9781c839ebd0ef6959_157)] | | |

| | | | [NOTES TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#i4a6250c4c1da4914ac59797047a11745_163)] [added: STATEMENTS](#i135ceac5fed64f9781c839ebd0ef6959_163)] | | | [removed: [64](#i4a6250c4c1da4914ac59797047a11745_163)] [added: [63](#i135ceac5fed64f9781c839ebd0ef6959_163)] | | |

| Item 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i4a6250c4c1da4914ac59797047a11745_259)] [added: DISCLOSURE](#i135ceac5fed64f9781c839ebd0ef6959_262)] | | | [removed: [102](#i4a6250c4c1da4914ac59797047a11745_259)] [added: [99](#i135ceac5fed64f9781c839ebd0ef6959_262)] | | |

| Item 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i4a6250c4c1da4914ac59797047a11745_262)] [added: PROCEDURES](#i135ceac5fed64f9781c839ebd0ef6959_265)] | | | [removed: [102](#i4a6250c4c1da4914ac59797047a11745_262)] [added: [99](#i135ceac5fed64f9781c839ebd0ef6959_265)] | | |

| Item 9B. | | | [OTHER [removed: INFORMATION](#i4a6250c4c1da4914ac59797047a11745_268)] [added: INFORMATION](#i135ceac5fed64f9781c839ebd0ef6959_271)] | | | [removed: [102](#i4a6250c4c1da4914ac59797047a11745_268)] [added: [99](#i135ceac5fed64f9781c839ebd0ef6959_271)] | | |

| Item 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i4a6250c4c1da4914ac59797047a11745_271)] [added: INSPECTIONS](#i135ceac5fed64f9781c839ebd0ef6959_274)] | | | [removed: [102](#i4a6250c4c1da4914ac59797047a11745_271)] [added: [100](#i135ceac5fed64f9781c839ebd0ef6959_274)] | | |

| Item 10. | | | [DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE [removed: GOVERNANCE](#i4a6250c4c1da4914ac59797047a11745_277)] [added: GOVERNANCE](#i135ceac5fed64f9781c839ebd0ef6959_280)] | | | [removed: [103](#i4a6250c4c1da4914ac59797047a11745_277)] [added: [101](#i135ceac5fed64f9781c839ebd0ef6959_280)] | | |

| Item 11. | | | [EXECUTIVE [removed: COMPENSATION](#i4a6250c4c1da4914ac59797047a11745_280)] [added: COMPENSATION](#i135ceac5fed64f9781c839ebd0ef6959_283)] | | | [removed: [106](#i4a6250c4c1da4914ac59797047a11745_280)] [added: [104](#i135ceac5fed64f9781c839ebd0ef6959_283)] | | |

| Item 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i4a6250c4c1da4914ac59797047a11745_283)] [added: MATTERS](#i135ceac5fed64f9781c839ebd0ef6959_286)] | | | [removed: [106](#i4a6250c4c1da4914ac59797047a11745_283)] [added: [104](#i135ceac5fed64f9781c839ebd0ef6959_286)] | | |

| Item 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i4a6250c4c1da4914ac59797047a11745_286)] [added: INDEPENDENCE](#i135ceac5fed64f9781c839ebd0ef6959_289)] | | | [removed: [107](#i4a6250c4c1da4914ac59797047a11745_286)] [added: [105](#i135ceac5fed64f9781c839ebd0ef6959_289)] | | |

| Item 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i4a6250c4c1da4914ac59797047a11745_289)] [added: SERVICES](#i135ceac5fed64f9781c839ebd0ef6959_292)] | | | [removed: [107](#i4a6250c4c1da4914ac59797047a11745_289)] [added: [105](#i135ceac5fed64f9781c839ebd0ef6959_292)] | | |

| Item 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i4a6250c4c1da4914ac59797047a11745_295)] [added: SCHEDULES](#i135ceac5fed64f9781c839ebd0ef6959_298)] | | | [removed: [108](#i4a6250c4c1da4914ac59797047a11745_295)] [added: [106](#i135ceac5fed64f9781c839ebd0ef6959_298)] | | |

| Item 16. | | | [FORM 10-K [removed: SUMMARY](#i4a6250c4c1da4914ac59797047a11745_298)] [added: SUMMARY](#i135ceac5fed64f9781c839ebd0ef6959_301)] | | | [removed: [113](#i4a6250c4c1da4914ac59797047a11745_298)] [added: [111](#i135ceac5fed64f9781c839ebd0ef6959_301)] | | |

______________________________________________

______________________________________________

______________________________________________

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).

______________________________________________

| Item 1C. | | | [CYBERSECURITY](#i135ceac5fed64f9781c839ebd0ef6959_2809) | | | [26](#i135ceac5fed64f9781c839ebd0ef6959_73) | | |

| [SIGNATURES](#i135ceac5fed64f9781c839ebd0ef6959_304) | | | | | | [112](#i135ceac5fed64f9781c839ebd0ef6959_304) | | |

_____________________________________

___________________________________

| [SIGNATURES](#i4a6250c4c1da4914ac59797047a11745_301) | | | | | | [114](#i4a6250c4c1da4914ac59797047a11745_301) | | |

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;

- 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 30 years of experience in cybersecurity, IT networking and electronic security, and holds a degree in Information Systems (Cybersecurity concentration).

He has specific experience in the following cybersecurity areas: global IT security policy & governance; information risk management; cybersecurity strategic planning and integration; enterprise infrastructure cybersecurity engineering; incident response and remediation; global supply chain cyber risk management; cybersecurity awareness training; M&A cyber risk management; Cloud security; identity management; disaster recovery; 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.

Our principal properties are located in Pascagoula, Mississippi; Fairfax, [removed: Hampton,] McLean, [added: and] Newport News, [removed: Suffolk, and Virginia Beach,] Virginia; and Washington, D.C.

We anticipate continued use of this facility for the remaining [removed: 44] [added: 43] years of the lease and beyond.

[removed: Our] Mission Technologies [removed: headquarters are located in Fairfax and McLean, Virginia, and Mission Technologies] leases [added: and owns] properties related to its operations in approximately [removed: 51 locations,] [added: 52 cities,] consisting of both corporate support locations and contract performance locations.

As of December 31, [removed: 2022, Mission Based Solutions] [added: 2023, C5ISR, CEW&S, and LVC] had major operations in Annapolis and Hanover, Maryland; Syracuse, New York; Beavercreek and Dayton, Ohio; and Alexandria, Virginia.

Unmanned [removed: Solutions] [added: Systems] had operations in Pocasset, Massachusetts and Hampton, Virginia, and Nuclear and Environmental [added: Services] had operations in Los Alamos, New Mexico; Aiken, South Carolina; and Newport News, Virginia.

Our Mission Technologies headquarters are located in Fairfax and McLean, Virginia.

The approximate number of our common stockholders was [removed: 13,278] [added: 12,644] as of [removed: February 3, 2023.][added: January 26, 2024.]

Our Annual Meeting of Stockholders is currently scheduled to be held on May [removed: 2, 2023, through a virtual format.][added: 1, 2024.]

The following graph compares the total return on a cumulative basis of $100 invested in our common stock on January 1, [removed: 2018,] [added: 2019,] to the Standard & Poor's ("S&P") 500 Index and the S&P Aerospace and Defense Select Index.

[removed: ][added: ]

◦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, [removed: Raytheon Technologies] [added: RTX] Corporation, Textron, Inc., and TransDigm Group Incorporated, among other companies.

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, [removed: 2022.][added: 2023.]

2 In [removed: October] [added: November] 2012, we [removed: commenced] [added: announced the establishment of] our stock repurchase program.

[removed: In November 2019, we announced] [added: of directors authorized] an increase in the stock repurchase program to [removed: $3.2] [added: $3.8] billion and an extension of the term to [removed: October 31, 2024.]

*Dividend*

For the years ended December 31, 2023 and 2022, we declared dividends on common stock totaling $5.02 and $4.78 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.

| October 1, 2023 to October 31, 2023 | | | | | | 65,076 | | | | | | $ | 214.52 | | | | | 65,076 | | | | | | $ | 937.4 | |

| November 1, 2023 to November 30, 2023 | | | | | | 48,276 | | | | | | 231.48 | | | | | | 48,276 | | | | | | 926.2 | | |

| December 1, 2023 to December 31, 2023 | | | | | | 48,100 | | | | | | 241.27 | | | | | | 48,100 | | | | | | 914.6 | | |

| Total | | | | | | 161,452 | | | | | | $ | 227.56 | | | | | 161,452 | | | | | | $ | 914.6 | |

1 From the stock repurchase program's inception through December 31, 2023, we have purchased 13,976,868

shares at an average price of $163.51 per share for a total of $2.3 billion.

In January 2024, our board

December 31, 2028.

| October 1, 2022 to October 31, 2022 | | | | | | 7,631 | | | | | | $ | 230.49 | | | | | 7,631 | | | | | | $ | 997.8 | |

| November 1, 2022 to November 30, 2022 | | | | | | 24,320 | | | | | | 228.46 | | | | | | 24,320 | | | | | | 992.3 | | |

| December 1, 2022 to December 31, 2022 | | | | | | 15,760 | | | | | | 230.57 | | | | | | 15,760 | | | | | | 988.6 | | |

| Total | | | | | | 47,711 | | | | | | $ | 229.48 | | | | | 47,711 | | | | | | $ | 988.6 | |

1 From the stock repurchase program's inception through December 31, 2022, we have purchased 13,639,861 shares at an average price of $162.13 per share for a total of $2.2 billion.

We have audited the accompanying consolidated statements of financial position of Huntington Ingalls Industries, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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, [removed: 2022,] [added: 2023,] 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, [removed: 2022] [added: 2023,] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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, [removed: 2022,] [added: 2023,] 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 [removed: 9, 2023,] [added: 1, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Revenue – [removed: Long Term] Shipbuilding Contracts — Refer to Note 2 and 7 to the financial statements

The Company recognizes revenue on [removed: long-term] 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.

Given the judgments necessary to estimate total material costs, labor costs, and profit in order to recognize revenue for certain [removed: long-term] shipbuilding contracts, auditing such estimates required extensive audit effort due to the complexity of the contracts and a high degree of auditor judgment, especially [removed: given the] [added: for contracts where there is] limited historical [removed: data for certain contracts, when performing audit procedures and evaluating the results of those procedures.][added: data.]

[added: -] Our audit procedures related to management’s estimates of total material costs, labor costs, and profit in order to recognize revenue for certain [removed: long-term] shipbuilding contracts included the following, among others:

- We tested the effectiveness of controls over [removed: long-term] shipbuilding contract revenue, including management’s controls over the estimates of total material costs, labor costs, and profit for performance obligations.

- We obtained the population of [removed: active] contracts during [removed: 2022] [added: 2023] 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 [removed: those] contracts selected, we performed [removed: further] [added: tailored] audit procedures [removed: that were tailored] to address the specific characteristics of audit interest identified.

Procedures performed, among others, [added: may have] included:

◦Read the relevant portions of contracts including any recent contract modifications to understand contract terms, including incentives, fee arrangement, scope of work, and [removed: any] [added: other] unusual contract terms.

◦Evaluated the estimates of total costs and profit for the performance obligation [removed: by:][added: by performing some combination of the following:]

[removed: ▪Evaluating management’s ability to achieve the estimated costs and profit by 1) performing] [added: ▪Performed] inquiries with the business managers and [removed: corroborating] [added: 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 [removed: status, 2) considering management’s historical performance against estimates, 3) detail testing the appropriateness of the timing of changes in estimates, and 4) considering any contradictory information.][added: status.]

[removed: ▪Evaluate] [added: ▪Evaluated] the necessity and appropriateness of any constraints applied against any variable [removed: consideration, including consideration provided within the contracts for facilities cost of capital.][added: consideration.]

Goodwill [removed: Valuation of the] [added: -] Mission Technologies reporting unit – Refer to Note 2 and 11 to the financial statements

Estimating the fair value of a reporting unit requires the exercise of significant judgment and assumptions including judgments about [removed: expected future cash flows, discount rates] [added: the forecasted revenue, forecasted earnings before income tax, depreciation,] and [removed: expected] [added: amortization (“EBITDA”), and the selection of the] long-term growth [removed: rates.][added: rate and the discount rate.]

The goodwill balance was $2.6 billion as of December 31, [removed: 2022] [added: 2023] of which $1.7 billion related to the Mission Technologies reporting unit.

Given the significant judgments made by management to estimate the fair value of the Mission Technologies reporting unit and the difference between its fair value and carrying value, performing audit procedures to test the Company’s estimate of the fair value of the Mission Technologies reporting unit, which included evaluating estimates and assumptions related to forecasted [removed: revenues,] [added: revenue,] forecasted [removed: earnings before income taxes, depreciation and amortization (“EBITDA”) margins,] [added: EBITDA,] and the selection of the [removed: discount] [added: long-term growth] rate and [removed: terminal growth] [added: the discount] rate, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Our audit procedures related to the selection of the forecasted [removed: revenues,] [added: revenue,] forecasted [removed: EBITDA margins,] [added: EBITDA,] and the selection of the [removed: discount] [added: long-term growth] rate and [removed: terminal growth] [added: the discount] rate for the Mission Technologies reporting unit included the following, among others:

- We evaluated management’s ability to accurately forecast [removed: future revenues] [added: revenue] and EBITDA [removed: margins] by comparing actual results to management’s historical forecasts.

- We evaluated the reasonableness of management’s [removed: forecasts of] [added: forecasted] revenue and EBITDA [removed: margins] by comparing the forecasts to internal communications to management and the Board of Directors and comparing the forecasts to third-party economic and industry data.

- We evaluated, with the assistance of our fair value specialists, the reasonableness of the (1) valuation methodology utilized by management, and (2) the selected [removed: terminal] [added: long-term] growth rate and discount rate [removed: by performing certain procedures, including:][added: by:]

[removed: ◦Evaluating] [added: ◦Testing] the appropriateness of source information used by management to select the [removed: terminal] [added: long-term] growth rate and discount rate used [removed: in their models.][added: by management.]

We have audited the internal control over financial reporting of Huntington Ingalls Industries, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2022,] [added: 2023,] 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, [removed: 2022,] [added: 2023,] 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, [removed: 2022,] [added: 2023,] of the Company and our report dated February [removed: 9, 2023,] [added: 1, 2024,] expressed an unqualified opinion on those financial statements.

| (in millions, except per share amounts) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Product sales | | | | | | $ | [removed: 7,283] [added: 7,664] | | | | | $ | [removed: 7,000] [added: 7,283] | | | | | $ | [removed: 6,850] [added: 7,000] | |

| Service revenues | | | | | | [removed: 3,393] [added: 3,790] | | | | | | [removed: 2,524] [added: 3,393] | | | | | | [removed: 2,511] [added: 2,524] | | |

| Sales and service revenues | | | | | | [removed: 10,676] [added: 11,454] | | | | | | [removed: 9,524] [added: 10,676] | | | | | | [removed: 9,361] [added: 9,524] | | |

| Cost of product sales | | | | | | [removed: 6,225] [added: 6,467] | | | | | | [removed: 5,958] [added: 6,225] | | | | | | [removed: 5,621] [added: 5,958] | | |

| Cost of service revenues | | | | | | [removed: 3,011] [added: 3,341] | | | | | | [removed: 2,198] [added: 3,011] | | | | | | [removed: 2,070] [added: 2,198] | | |

| Income from operating investments, net | | | | | | [removed: 48] [added: 37] | | | | | | [removed: 41] [added: 48] | | | | | | [removed: 32] [added: 41] | | |

| Other income and gains, net | | | | | | [removed: 1] [added: 120] | | | | | | [removed: 2] [added: 1] | | | | | | [removed: 1] [added: 2] | | |

| General and administrative expenses | | | | | | [removed: 924] [added: 1,022] | | | | | | [removed: 898] [added: 924] | | | | | | [removed: 904] [added: 898] | | |

| Operating income | | | | | | [removed: 565] [added: 781] | | | | | | [removed: 513] [added: 565] | | | | | | [removed: 799] [added: 513] | | |

| Interest expense | | | | | | [removed: (102)] [added: (95)] | | | | | | [removed: (89)] [added: (102)] | | | | | | [removed: (114)] [added: (89)] | | |

| Non-operating retirement benefit | | | | | | [removed: 276] [added: 148] | | | | | | [removed: 181] [added: 276] | | | | | | [removed: 119] [added: 181] | | |

| Other, net | | | | | | [removed: (20)] [added: 19] | | | | | | [removed: 17] [added: (20)] | | | | | | [removed: 6] [added: 17] | | |

▪Evaluated management’s material and labor estimates against historical performance, underlying performance metrics, and metrics of similar performance obligations.

▪Tested the appropriateness of the timing and accuracy of changes in estimates, including inspection of underlying source documentation, and consideration of any contradictory information.

The fair value of the Mission Technologies reporting unit exceeded the carrying value by 10.4% as of the measurement date and, therefore, no impairment was recognized.

◦Developing a range of independent estimates and comparing those to the discount rate selected by management.

February 1, 2024

February 1, 2024

| | | | | | | 5,763 | | | | | | 5,517 | | |

| ($ in millions) | | | | | | 2023 | | | | | | 2022 | | |

| Provision for expected credit losses | | | | | | 6 | | | | | | (7) | | | | | | 7 | | |

| Proceeds from equity method investment | | | | | | 63 | | | | | | 6 | | | | | | — | | |

| Other financing activities, net | | | | | | (3) | | | | | | — | | | | | | — | | |

| Net earnings | | | | | | | | | | | | — | | | | | | — | | | | | | 681 | | | | | | — | | | | | | — | | | | | | 681 | | |

| Balance as of December 31, 2023 | | | | | | | | | | | | $ | 1 | | | | | $ | 2,045 | | | | | $ | 4,755 | | | | | $ | (2,286) | | | | | $ | (422) | | | | | $ | 4,093 | |

The Mission Technologies segment develops integrated solutions that enable today's connected, all-domain force.

Additionally, certain prior year amounts have been reclassified to conform to the current year presentation.

*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 our ability to satisfy our 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.

As of December 31, 2023, capitalized costs to obtain or fulfill a contract were $24 million, included in prepaid expenses and other current assets in the consolidated statements of financial position.

Deferred tax asset or liability account balances are calculated at

A lease asset is recognized based on the lease

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.

During the second quarter of 2023, the Company elected to change the measurement date of its annual goodwill impairment test from November 30 to October 31.

The change is not material to the consolidated financial statements as it does not result in the delay, acceleration or avoidance of an impairment charge, and the test is still performed in the fourth quarter.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.

The new guidance requires new tabular and narrative 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 Company is currently evaluating the impacts of the new guidance on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.

The new guidance requires disaggregated information about the effective tax rate reconciliation and additional information on taxes paid that meet a quantitative threshold.

The Company is currently evaluating the impacts of the new guidance on its consolidated financial statements.

The Company transferred

In June 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.

| Amortization of prior service cost1 | | | | | | 15 | | | | | | — | | | | | | 15 | | |

| Balance as of December 31, 2023 | | | | | | $ | (422) | | | | | $ | — | | | | | $ | (422) | |

| (in millions, except per share amounts) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Net earnings | | | | | | $ | 681 | | | | | $ | 579 | | | | | $ | 544 | |

For the year ended of December 31, 2022, revenue from long-term shipbuilding contracts was $8.4 billion as compared to total revenue of $10.7 billion.

◦Compared the transaction prices to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers.

◦Tested management’s identification of distinct performance obligations by evaluating whether the underlying goods, services, or both were highly interdependent and interrelated.

◦Tested the accuracy and completeness of the costs incurred to date for the performance obligation.

▪Comparing materials cost estimates to purchase orders, supplier contracts, or other source documents.

▪Comparing management’s estimates for the selected contracts to costs and profits of similar performance obligations, when applicable.

The Company’s accounting policy is to test for impairment on November 30 of each year.

As a result of the quantitative assessment, the Company concluded that the fair value of the Mission Technologies reporting unit exceeded the carrying value by approximately 5%, which resulted in no impairment for the year ended December 31, 2022.

◦Evaluating the appropriateness of the Company’s selection of companies in its industry peer group for comparability to the reporting unit.

◦Developing an independent estimate and compare it to that used by management to evaluate the appropriateness of the conclusion after recalculating the models.

February 9, 2023

| Accounts receivable, net of allowance for doubtful accounts of $2 million as of 2022 and $9 million as of 2021 | | | | | | 636 | | | | | | 433 | | |

| | | | | | | 5,517 | | | | | | 5,256 | | |

| Provision for doubtful accounts | | | | | | (7) | | | | | | 7 | | | | | | (1) | | |

| Loss on early extinguishment of debt | | | | | | — | | | | | | — | | | | | | 21 | | |

| Asset impairments | | | | | | — | | | | | | — | | | | | | 13 | | |

| Premiums and fees related to early extinguishment of debt | | | | | | — | | | | | | — | | | | | | (15) | | |

| Balance as of December 31, 2019 | | | | | | | | | | | | $ | 1 | | | | | $ | 1,961 | | | | | $ | 3,009 | | | | | $ | (1,974) | | | | | $ | (1,409) | | | | | $ | 1,588 | |

The Mission Technologies segment delivers high-value engineering and technology solutions to enable multi-domain distributed operations in the government and commercial services markets.

the range is more probable than another, the minimum amount in the range is accrued.

In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans, which reduces disclosure requirements of Subtopic 715-20 and requires additional disclosure related to weighted-average interest crediting rates and significant gains and losses related to changes in the benefit obligation for the reporting period.

The update was effective on a retrospective basis for fiscal years ending after December 15, 2020, with early adoption allowed.

The adoption did not result in a material impact to the Company's financial results or disclosures.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends and simplifies the requirements for income taxes.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”).

The update requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606).

Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree.

Historically, such amounts were recognized by the acquirer at fair value in accordance with acquisition accounting.

The Company early adopted this standard in fiscal year 2021, and it did not have a material impact on the Company's consolidated financial statements.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), which requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (“ASU 2021-10”).

For transactions within scope, the new standard requires the disclosure of information about the nature of the transaction, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transaction.

The new guidance was effective for annual reporting periods beginning after December 15, 2021, with early adoption permitted.

The adoption did not have a material impact on the Company's financial results or disclosures.

In connection with the acquisition, the Company recorded $1,014 million of goodwill, which included the value of Alion's workforce, and $720 million of intangible assets related to customer relationships and existing contract backlog.

The goodwill is attributable to operational synergies and growth opportunities and was allocated to the Company's Mission Technologies segment.

The acquisition accounting was completed in the third quarter of 2022.

See Note 11: Goodwill and Other Intangible Assets.

None of the goodwill resulting from this acquisition is expected to be amortizable for tax purposes.

Alion provides advanced engineering and R&D services in the areas of intelligence, surveillance, and reconnaissance, military training and simulation, cyber, data analytics and other next-generation technology based solutions to the DoD and intelligence community customers, with the DoD representing about one-third of current annual revenues.

In February 2021, the Company completed the sale of its oil and gas business.

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, [removed: 2022.][added: 2023.]

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, [removed: 2022,] [added: 2023,] 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.

[removed: Other than the foregoing, there] [added: There] have been no changes in our internal control over financial reporting that occurred [removed: in] [added: during] the [removed: period covered by this report] [added: three months ended December 31, 2023,] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, [removed: management] [added: 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").

Based on its assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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 December 31, [removed: 2022,] [added: 2023,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8.

As of December 31, 2022, we completed the integration of Alion, which we acquired on August 19, 2021, into our controls over financial reporting.

Adoption or Termination of Trading Arrangements

A significant portion of the compensation of our directors and officers is in the form of equity awards, and, from time to time, directors and officers engage in open-market transactions with respect to the securities they acquire pursuant to such equity awards or other securities we have issued, including for diversification or other personal reasons.

Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions comply with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information.

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

The following table describes the contracts, instructions or written plans for the purchase or sale of securities adopted by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended December 31, 2023, that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

No other Rule 10b5-1 trading arrangements or “non-Rule 10b5–1 trading arrangements” (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers during such period:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name and Title | | | | | | Date of Adoption | | | | | | Duration of Trading Arrangement1 | | | | | | Aggregate Number of Securities to be Sold2 | | | | | | Type | | |

| Edgar A. Green III | | | | | | November 15, 2023 | | | | | | March 15, 2024 | | | | | | 7,895 | | | | | | Common Stock | | |

| Executive Vice President and President, Mission Technologies | | | | | | | | | | | | | | | | | | | | | | | | | | |

1 The plan duration extends to the date listed in this column or such earlier date upon the completion of all trades

under the plan (or the expiration of the orders relating to such trades without execution) or the occurrence of such other termination events as specified in the plan.

2 The aggregate number of shares to be sold will depend, in part, on the Company’s performance in 2021, 2022 and

2023.

To promote the alignment of management and stockholder interests, our directors and officers are subject to stock ownership guidelines, which are described on pages 63 and 64 of our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 20, 2023.

As of the date of this report on Form 10-K, the execution of the Rule 10b5-1 trading arrangement described above will not cause such person to fall out of compliance with the stock ownership guidelines applicable to him.

None.

Information regarding our directors will be incorporated herein by reference to the Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the end of the Company's fiscal year.

| Christopher D. Kastner | | | | | | [removed: 59] [added: 60] | | | | | | President and Chief Executive Officer | | |

| [removed: Bharat B. Amin] [added: Christopher W. Soong] | | | | | | [removed: 68] [added: 51] | | | | | | Executive Vice President and Chief Information Officer | | |

| Todd R. Borkey | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President and Chief Technology Officer | | |

| Chad N. Boudreaux | | | | | | [removed: 49] [added: 50] | | | | | | Executive Vice President and Chief Legal Officer | | |

| Jennifer R. Boykin | | | | | | [removed: 58] [added: 59] | | | | | | Executive Vice President and President, Newport News Shipbuilding | | |

| Eric D. Chewning | | | | | | [removed: 45] [added: 46] | | | | | | Executive Vice President, Strategy and Development | | |

| Edgar A. Green III | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President and President, Mission Technologies | | |

| Paul C. Harris | | | | | | [removed: 58] [added: 59] | | | | | | Executive Vice President, Chief Sustainability and Compliance Officer | | |

| Brooke A. Hart | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President, Communications | | |

| Stewart H. Holmes | | | | | | [removed: 61] [added: 62] | | | | | | Executive Vice President, Government and Customer Relations | | |

| Edmond E. Hughes | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President and Chief Human Resources Officer | | |

| Nicolas G. Schuck | | | | | | [removed: 49] [added: 50] | | | | | | Corporate Vice President, Controller and Chief Accounting Officer | | |

| Thomas E. Stiehle | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President and Chief Financial Officer | | |

| Kara R. Wilkinson | | | | | | [removed: 48] [added: 49] | | | | | | Executive Vice President and President, Ingalls Shipbuilding | | |

| D. R. Wyatt | | | | | | [removed: 64] [added: 65] | | | | | | Corporate Vice President and Treasurer | | |

[removed: Amin,] [added: Soong,] Executive Vice President and Chief Information [removed: Officer -*] [added: Officer* –] Mr. [removed: Amin] [added: Soong] was [removed: appointed] [added: elected] Executive Vice President and Chief Information Officer in [removed: January 2020.][added: April 2023.]

[added: Before joining Alion, Mr. Borkey served as] CTO to Thales Defense and Security and DRS Defense Solutions, where he was responsible for the technical roadmap and program operations to a wide range of products, including RF communications, C5ISR solutions, remote sensors, radars, sonars, and cyber/electronic warfare products.

[removed: In this position, he has overall leadership] responsibility for our law department and outside counsel.

From December 2009 until December 2011, Mr. Schuck served as Director, Finance at ManTech International [removed: Corporation, a provider of technologies and solutions for national security programs for the intelligence community and other U.S. federal government customers.][added: Corporation.]

He has extensive Treasury experience, including responsibility for corporate finance, cash management, risk management and all financings, capital structure, capital market [added: interface, rating agency relationships, cash and financial forecasting, working capital management, short-term investments, strategic transactions, pension asset management, and insurance and loss control.]

Information as to the Audit Committee and the Audit Committee Financial Expert will be incorporated herein by reference to the Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed within 120 days after the end of the Company’s fiscal year.

The Code of Ethics and Business Conduct can be found on our internet website at www.HII.com under [removed: "Investor Relations—Company Corporate] [added: "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.

Other disclosures required by this Item will be incorporated herein by reference to the Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed within 120 days after the end of the Company’s fiscal year.

In this position, he has overall leadership

*Christopher W.

Prior to that and from August 2021, he served as Chief Information Officer for HII’s Mission Technologies business segment.

From October 2018 to August 2021, Mr. Soong served as Senior Vice President and Chief Information Officer at Alion Science and Technology.

He has also served in executive-level positions at Booz Allen Hamilton and Sprint.

Mr. Soong holds a bachelor’s degree in civil engineering from Virginia Tech.

He holds a Leadership Certificate from the University of Maryland and participated in the CIO Institute at the MIT Sloan School of Management.

*Bharat B.

Prior to that and from December 2014, he was Vice President and Chief Information Officer for Newport News Shipbuilding.

Prior to that, he held various leadership positions at BAE Systems Inc., including Business Technology Officer and Vice President and CIO of the Global Land and Armament Sector.

Mr. Amin also held leadership positions in IT and Engineering as Corporate Director--Computer Integrated Manufacturing, IT Director and Senior Industrial Engineer.

He holds a B.S in Mechanical Engineering from Maharaja Sayajirao University, India, as well as a M.S. in Industrial Engineering and an Executive M.B.A. in International Business and Finance from Rutgers University.

Before joining Alion, Mr. Borkey served as

interface, rating agency relationships, cash and financial forecasting, working capital management, short-term investments, strategic transactions, pension asset management, and insurance and loss control.

Information concerning executive compensation (other than information related to pay-for-performance), including information concerning compensation committee interlocks, insider participation, and the compensation committee report, will be incorporated herein by reference to the Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed within 120 days after the end of the Company’s fiscal year.

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 [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed within 120 days after the end of the Company’s fiscal year.

The following table provides information regarding the equity securities available for issuance under our equity compensation plans as of December 31, [removed: 2022:][added: 2023:]

| Equity compensation plans approved by security holders | | | | | | [removed: 506,398] [added: 534,704] | | | | | | $0.00 | | | | | | [removed: 1,264,841] [added: 1,164,896] | | |

These shares were comprised of 14,972 stock rights granted under the 2011 Plan, [removed: 53,929] [added: 50,548] stock rights, [removed: 23,304] [added: 4,113] restricted stock rights, and [removed: 406,515] [added: 291,628] restricted performance stock rights granted under the 2012 Plan, [removed: assuming target performance achievement,] and [removed: 7,678] [added: 7,333 stock rights, 9,521] restricted [added: stock rights, and 156,589 restricted] performance stock rights granted under the 2022 Plan, assuming target performance achievement.

| Total | | | | | | 534,704 | | | | | | $0.00 | | | | | | 1,164,896 | | |

| Total | | | | | | 506,398 | | | | | | $0.00 | | | | | | 1,264,841 | | |

Information as to certain relationships and related transactions and director independence will be incorporated herein by reference to the Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed within 120 days after the end of the Company’s fiscal year.

Information as to principal accountant fees and services will be incorporated herein by reference to the Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed within 120 days after the end of the Company’s fiscal year.

| Year Ended December 31, [removed: 2020] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Valuation allowance for deferred tax assets | | | | | | $ | [removed: 15] [added: 22] | | | | | $ | [removed: 7] [added: —] | | | | | $ | — | | | | | $ | 22 | |

| Valuation allowance for deferred tax assets | | | | | | 22 | | | | | | [removed: —] [added: 2] | | | | | | [removed: —] [added: 4] | | | | | | [removed: 22] [added: 28] | | |

| Valuation allowance for deferred tax assets | | | | | | $ | [removed: 22] [added: 28] | | | | | $ | [removed: 2] [added: 1] | | | | | $ | [removed: 4] [added: —] | | | | | $ | [removed: 28] [added: 29] | |

| 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 [removed: on](https://www.sec.gov/Archives/edgar/data/1501585/000119312522280169/d418198dex31.htm) [November] [added: on November] 8, [removed: 2022](https://www.sec.gov/Archives/edgar/data/1501585/000119312522280169/d418198dex31.htm)[).](https://www.sec.gov/Archives/edgar/data/1501585/000119312522280169/d418198dex31.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1501585/000119312522280169/d418198dex31.htm)] | | |

| 4.10 | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000010/hii-ex410202210xk.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex410202310xk.htm)] | | |

| [removed: 10.36*] [added: 10.39*] | | | | | | [Terms and Conditions Applicable to [removed: Restricted Performance] [added: Non-Employee Director] Stock [removed: Rights] [added: Units] Granted Under the 2022 Long-Term Incentive Stock Plan (incorporated [removed: herein] by reference to Exhibit 10.2 to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: August 4, 2022).](https://www.sec.gov/Archives/edgar/data/0001501585/000150158522000026/exhibit102termsandcondit.htm)] [added: November 2, 2023).](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000033/exhibit102q32023.htm)] | | |

| [removed: 10.37*] [added: 10.40*] | | | | | | [Terms and Conditions Applicable to [removed: Restricted] [added: Non-Employee Director] Stock [removed: Rights (1-year vesting) Granted] [added: Grants] Under the 2022 Long-Term Incentive Stock [removed: Plan] [added: Plan, as amended] (incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.1] to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: August 4, 2022).](https://www.sec.gov/Archives/edgar/data/0001501585/000150158522000026/exhibit103termsandcondit.htm)] [added: November](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000033/exhibit101q32023.htm) [2](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000033/exhibit101q32023.htm)[, 2023).](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000033/exhibit101q32023.htm)] | | |

| 10.38* | | | | | | [Terms and Conditions Applicable to [added: Cliff Vesting] Restricted Stock Rights [removed: (2-year vesting)] Granted Under the 2022 Long-Term Incentive Stock [removed: Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 4, 2022).](https://www.sec.gov/Archives/edgar/data/0001501585/000150158522000026/exhibit104termsandcondit.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex1038202310xk.htm)] | | |

| [removed: 10.39*] [added: 10.36*] | | | | | | [Terms and Conditions Applicable to Restricted [added: Performance] Stock Rights [removed: (3-year vesting)] Granted Under the 2022 Long-Term Incentive Stock [removed: Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 4, 2022).](https://www.sec.gov/Archives/edgar/data/0001501585/000150158522000026/exhibit105termsandcondit.htm)] [added: Plan, as amended.](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex1036202310xk.htm)] | | |

| 10.41* | | | | | | [Huntington Ingalls Industries, Inc. Amended and Restated Directors' Compensation [removed: Policy.](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000010/hii-ex1041202210xk.htm)] [added: Policy.](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex1041202310xk.htm)] | | |

| 10.42* | | | | | | [Huntington Ingalls Industries, Inc. Directors Compensation Policy--Amended and Restated Board Deferred Compensation [removed: Policy.](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000010/hii-ex1042202210xk.htm)] [added: Policy (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K filed on February 9, 2023).](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000010/hii-ex1042202210xk.htm)] | | |

| 21.1 | | | | | | [List of subsidiaries of Huntington Ingalls Industries, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000010/hii-ex211202210xk.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex211202310xk.htm)] | | |

| 22 | | | | | | [List of subsidiary guarantors of registered securities of Huntington Ingalls Industries, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000010/hii-ex22202210xk.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex22202310xk.htm)] | | |

| 23.1 | | | | | | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000010/hii-ex231202210xk.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex231202310xk.htm)] | | |

| 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000010/hii-ex311202210xk.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex311202310xk.htm)] | | |

| 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000010/hii-ex312202210xk.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex312202310xk.htm)] | | |

| 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000010/hii-ex321202210xk.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex321202310xk.htm)] | | |

| 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000010/hii-ex322202210xk.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex322202310xk.htm)] | | |

| 10.37* | | | | | | [Terms and Conditions Applicable to Ratable Vesting Restricted Stock Rights Granted Under the 2022 Long-Term Incentive Stock Plan.](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex1037202310xk.htm) | | |

| 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 the Company’s Current Report on Form 8-K filed on April 28, 2023).](https://www.sec.gov/Archives/edgar/data/1501585/000119312523126984/d208874dex101.htm) | | |

| 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 the Company’s Current Report on Form 8-K filed on April 28, 2023).](https://www.sec.gov/Archives/edgar/data/1501585/000119312523126984/d208874dex102.htm) | | |

| | | | | | | | | |

| 97* | | | | | | [Huntington Ingalls Industries, Inc. Compensation Recovery Policy.](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex97202310xk.htm) | | |

| | | | | | | | | |

| | | | | | | | | |

| 10.40* | | | | | | [Terms and Conditions Applicable to Non-Employee Director Stock Grants Under the 2022 Long-Term Incentive Stock Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on August 4, 2022).](https://www.sec.gov/Archives/edgar/data/0001501585/000150158522000026/exhibit106termsandcondit.htm) | | |

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 [removed: 9th] [added: 1st] day of February, [removed: 2023.][added: 2024.]

| Christopher D. Kastner | | | | | | (Principal Executive Officer) | | | | | | February [removed: 9, 2023] [added: 1, 2024] | | |

| | | | | | | (Principal Financial Officer) | | | | | | February [removed: 9, 2023] [added: 1, 2024] | | |

| | | | | | | (Principal Accounting Officer) | | | | | | February [removed: 9, 2023] [added: 1, 2024] | | |

| Kirkland H. Donald | | | | | | Chairman | | | | | | February [removed: 9, 2023] [added: 1, 2024] | | |

| Augustus L. Collins | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 1, 2024] | | |

| Leo P. Denault | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 1, 2024] | | |

| Victoria D. Harker | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 1, 2024] | | |

| Frank R. Jimenez | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 1, 2024] | | |

| Anastasia D. Kelly | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 1, 2024] | | |

| Tracy B. McKibben | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 1, 2024] | | |

| Stephanie L. O'Sullivan | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 1, 2024] | | |

| Thomas C. Schievelbein | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 1, 2024] | | |

| John K. Welch | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 1, 2024] | | |

| /s/ Craig S. Faller | | | | | | | | | | | | | | |

| Craig S. Faller | | | | | | Director | | | | | | February 1, 2024 | | |

| /s/ Stephen R. Wilson | | | | | | | | | | | | | | |

| Stephen R. Wilson | | | | | | Director | | | | | | February 9, 2023 | | |