Huntington Ingalls Industries (HII) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A128 rewritten54 added103 removed202 unchanged
All filing items1,116 rewritten364 added392 removed1,999 unchanged
Summary
counted, not written
- Item 1A lists 33 risk factor headings: 4 new, 9 reworded and 20 unchanged since FY2024. 9 headings from FY2024 no longer appear.
- Sentence by sentence, 364 added, 392 removed, 1,116 rewritten and 1,999 unchanged across 21 items that differ.
New Item 1A headings (4)
- Changes to the U.S. Government's business practices could have a material effect on its procurement, contracting, or other processes and practices and adversely affect our current programs and potential new awards.
- Competition within our markets and bid protests may affect our ability to win new contracts and result in reduced revenues or market share.
- Our business may be adversely affected if we are unable to attract, train, and retain qualified personnel.
- We utilize artificial intelligence, which could expose us to liability, as well as regulatory, competition, reputational, or other risks, or otherwise adversely affect our business.AI
Removed Item 1A headings (9)
- Industry and Economic Risk Factors
- Business and Operational Risk Factors
- Legal and Regulatory Risk Factors
- Changes to DoD business practices could have a material effect on DoD's procurement process and adversely impact our current programs and potential new awards.
- Competition within our markets or an increase in bid protests may reduce our revenues and market share.
- We depend on the recruitment and retention of qualified personnel, and challenges associated with our ability to attract, train and retain such personnel have harmed and may continue to negatively impact our business.
- We utilize artificial intelligence, which could expose us to liability or adversely affect our business, especially if we are unable to compete effectively with others in adopting artificial intelligence.
- We face risks related to health epidemics, pandemics, and similar outbreaks.
- Our Restated Bylaws include an exclusive forum requirement for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for such disputes with us or our directors, officers, or employees.
Reworded Item 1A headings (9)
- We depend on the U.S. Government for substantially all of our
[removed: business, and][added: business. Changes in the U.S. Government's priorities, strategies, spending, or other] risks associated with conducting business with the U.S. Government could have a material adverse effect on our financial position, results of operations, or cash flows. - Changes in estimates used in contract accounting and contract cost growth have affected and could continue to affect our profitability and our
[removed: overall]financial position. - Cost growth on flexibly priced contracts that does not result in higher contract prices
[removed: due from customers]reduces our profit and exposes us to the potential loss of future business. - Our
[removed: future]success[removed: depends][added: depends,] in[removed: part][added: part,] on our ability to increase our current and future shipbuilding capacity. If we are unable to do so, or to do so in a cost-effective manner, our business could be materially adversely affected. - Changes in key estimates and assumptions associated with postretirement benefit plans, such as discount rates and assumed long-term returns on assets, actual investment returns on our pension plan assets, and legislative and regulatory actions could significantly affect our
[removed: financial position, results of operations,][added: pension] and[removed: cash flows.][added: other postretirement benefit obligations and related expenses.] - Our business is subject to
[removed: disruptions caused by][added: significant disruption from] natural disasters, environmental disasters, and other events [added: outside of our control] that could have a material adverse effect on our financial position, results of operations, or cash flows. - Our
[removed: reputation and our ability to conduct]business [added: and reputation] may be[removed: impacted][added: adversely affected] by the improper conduct of employees, agents, suppliers,[removed: subcontractors or][added: subcontractors,] business[removed: partners.][added: partners, or joint ventures in which we participate.] - We can provide no assurance we will
[removed: continue to increase our][added: pay] dividends or repurchase shares of our common stock. - Market volatility and adverse capital market conditions may affect our ability to access cost-effective sources of
[removed: funding and may expose us to risks associated with the financial viability of suppliers and subcontractors.][added: funding.]
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
128 rewritten, 54 added, 103 removed, 202 unchanged
[removed: - We depend on] [added: Changes in] the U.S. [removed: Government for substantially all of our business, and] [added: Government's priorities, strategies, spending, or other] risks associated with conducting business with the U.S. Government could have a material adverse effect on our financial position, results of operations, or cash [removed: flows.][added: flows.]
[removed: - Significant delays or] [added: A shift of priorities to programs in which we do not participate and related] reductions in [removed: appropriations for our] [added: funding for, or the termination of] programs [removed: and/or changes] in [removed: customer priorities] [added: which we do participate] could have a material adverse effect on our financial position, results of operations, or cash flows.
[removed: - Changes] [added: Changes] in estimates used in contract accounting and contract cost growth have affected and could continue to affect our profitability and our [removed: overall] financial [removed: position.][added: position.]
[removed: - Changes] [added: Changes] to [removed: DoD] [added: the U.S. Government's] business practices could have a material effect on [removed: DoD's procurement process] [added: its procurement, contracting, or other processes] and [added: practices and] adversely [removed: impact] [added: affect] our current programs and potential new [removed: awards.][added: awards.]
[removed: - Competition] [added: Competition] within our markets [removed: or an increase in] [added: and] bid protests may [removed: reduce] [added: affect] our [removed: revenues] [added: ability to win new contracts] and [added: result in reduced revenues or] market [removed: share.][added: share.]
[removed: - Cost] [added: Cost] growth on flexibly priced contracts that does not result in higher contract prices [removed: due from customers] reduces our profit and exposes us to the potential loss of future [removed: business.][added: business.]
[removed: - Our future] [added: Our] success [removed: depends] [added: depends,] in [removed: part] [added: part,] on our ability to increase our current and future shipbuilding capacity.
[removed: - Changes] [added: Changes] in key estimates and assumptions associated with postretirement benefit plans, such as discount rates and assumed long-term returns on assets, actual investment returns on our pension plan assets, and legislative and regulatory actions could significantly affect our [removed: financial position, results of operations,] [added: pension] and [removed: cash flows.][added: other postretirement benefit obligations and related expenses.]
[removed: - We] [added: We] could be negatively impacted by security threats, including [removed: cyber security] [added: cybersecurity] threats, and related [removed: disruptions.][added: disruptions.]
[removed: - Our] [added: Our] business is subject to [removed: disruptions caused by] [added: significant disruption from] natural disasters, environmental disasters, and other events [added: outside of our control] that could have a material adverse effect on our financial position, results of operations, or cash [removed: flows.][added: flows.]
[removed: - Environmental] [added: significant increase in contract] costs [added: from our original cost estimates on one or more contracts] could have a material adverse effect on our financial position, results of operations, or cash flows.
[removed: - Our reputation and our ability to conduct] [added: Our] business [added: and reputation] may be [removed: impacted] [added: adversely affected] by the improper conduct of employees, agents, suppliers, [removed: subcontractors or] [added: subcontractors,] business [removed: partners.][added: partners, or joint ventures in which we participate.]
[removed: - Market] [added: Market] volatility and adverse capital market conditions may affect our ability to access cost-effective sources of [removed: funding and may expose us to risks associated with the financial viability of suppliers and subcontractors.][added: funding.]
[removed: - We] [added: We] can provide no assurance we will [removed: continue to increase our] [added: pay] dividends or repurchase shares of our common [removed: stock.][added: stock.]
We conduct most of our business with the U.S. Government, primarily the [removed: DoD.][added: Department.]
Substantially all of our revenues in [removed: 2024 were] [added: 2025 was] derived from products and services sold to the U.S. [removed: Government, and we expect this to continue for the foreseeable future.][added: Government.]
[removed: In addition, the] [added: The] U.S. Government generally has the ability to terminate contracts, in whole or in part, with little or no prior notice, for convenience or for default based upon performance.
In the event of termination [removed: of a contract] for [removed: the U.S. Government's] convenience, a contractor [added: generally] is [removed: normally] able to recover costs [removed: already] incurred [removed: on the contract] and profit on [removed: incurred] costs up to the amount authorized under the contract, but not the profit that would have been earned had the contract been completed.
Any termination [removed: could] also [added: could] result in the cancellation of future work on the related program.
Any contract termination [added: (including a termination of a prime contract for which we are a subcontractor)] could have a material adverse effect on our financial condition, results of operations, or cash flows.
As a U.S. Government contractor, we depend on Congressional funding [removed: of] [added: for] our [removed: U.S. Navy, U.S. Coast Guard, and other federal] programs.
U.S. Government programs are subject to annual congressional budget authorization and appropriation [removed: processes.][added: processes even though program performance may extend over several years.]
[removed: When] [added: If] Congress is unable to pass appropriations bills before the beginning of a fiscal year, a continuing resolution can be enacted to provide stopgap funding for a specified period of time at a specified rate, often the prior year’s appropriations level.
When the U.S. Government fails to enact annual appropriations or a continuing [removed: resolution, a full or partial federal government shutdown may occur.]
A federal government shutdown could, in turn, result in the delay or cancellation of government programs, or the delay of [removed: contract payments,] [added: payments by our customer,] which could have a negative effect on our cash flows and adversely affect our future results of operations.
[removed: Such] [added: These] programs [removed: are] [added: may be] funded initially on a partial [removed: basis, and] [added: basis with] additional funds [removed: are] committed only as Congress makes further appropriations.
In addition, pressures on, as well as laws and plans relating to, the federal budget, potential changes in the threat environment, priorities and defense spending, [added: government efficiency efforts,] the timing and substance of the annual budget process, use of continuing resolutions, and the federal debt limit, have impacted and could continue to impact the amount and timing of funding for individual programs and delay purchasing or payments by our customers.
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 [removed: defense-related] [added: defense, federal civilian,] or other programs as a result of competing demands for federal [removed: funds,] [added: funds and government efficiency efforts, changes in] the [added: threat environment, including the] number and intensity of military [removed: conflicts] [added: conflicts,] or other factors.
[removed: Changes in defense budgetary priorities as a result] [added: We have experienced price adjustments and renegotiations] of [added: certain of these contracts and may in the future continue to experience] such [removed: conflicts or otherwise] [added: impacts which] could have an adverse impact on the programs in which we participate and, ultimately, our results.
In response to the need for less expensive alternatives and the increasing proliferation of advanced weapons, future strategy reassessments by the [removed: DoD] [added: Department] may result in decreased demand for our shipbuilding programs, including our aircraft carrier programs.
We cannot predict the impact of changes to [added: customer priorities on existing, follow-on, replacement, or future programs.]
[removed: A shift of priorities to programs in which we do] [added: however, may] not [removed: participate and related reductions] [added: be sufficient to cover our costs] in [removed: funding for or] the [removed: termination] [added: event] of [removed: programs in] [added: an accident or business interruption relating to our commercial nuclear operations,] which [removed: we do participate] could have a material adverse effect on our financial position, results of operations, or cash flows.
Contract accounting requires risk-based judgments regarding estimated contract revenues and costs, and assumptions regarding [removed: schedule and] [added: schedule,] technical [removed: matters.][added: matters, and performance.]
Our ability to estimate total revenues and costs at completion depends on many [removed: variables,] [added: factors,] including the size and nature of our contracts.
We aim to mitigate [removed: the] [added: this] risk [removed: associated with our use of estimates] through [removed: our] contractual terms, and have submitted, and may submit, requests for equitable adjustment, engineering change proposals, or other claims to seek recovery, in whole or in part, of our increased costs.
Changes in our assumptions, circumstances, or [removed: estimates] [added: estimates,] and the inability to recover increased cost growth have in the past had, and may in the future have, a material adverse effect on our financial position, results of operations, or cash flows.
Our industry has experienced, and we expect will continue to experience, [removed: significant] changes to business practices resulting [removed: from] [added: from, among other things, a] greater focus on affordability, efficiencies, business systems, recovery of costs, and a reprioritization of [removed: defense] [added: available customer] funding.
These initiatives and changes to procurement practices may change the way U.S. Government contracts are solicited, negotiated, and managed, and may impact whether and how we pursue opportunities to provide our products and services to the U.S. Government, [removed: including the terms and conditions under] which [removed: we do so, which] may have an adverse impact on our business, financial condition, results of operations, or cash flows.
Changes in procurement practices favoring incentive-based fee arrangements, different award [removed: fee criteria (such as the evaluation of environmental factors),] [added: criteria,] non-traditional contract provisions, and cost mandates from the government may affect our profitability and the predictability of our profit rates.
For example, the [removed: DoD] [added: Department] is accelerating development and acquisition of new technologies through [added: increased use of] rapid acquisition alternatives and procedures, including through other transaction authority agreements [removed: (“OTAs”).][added: (“OTAs”) and Commercial Solutions Openings ("CSOs").]
We depend on the U.S. Government for substantially all of our business.
We expect this to continue for the foreseeable future.
Our U.S. Government contracts are subject to various risks.
We cannot predict the impact on our existing or future contracts due to changes in the global geopolitical and economic environment, including inflationary pressures, defense spending levels and priorities, government efficiency and other budgetary priorities, customer procurement practices and processes, and other factors that may impact our customer’s short- and long-term plans and priorities or our ability to compete, capture, and perform successfully on such contracts.
However, the U.S. Government may assert that it is not required to provide additional funding for such costs if sufficient funding has not been appropriated to cover them.
The U.S. Government also can stop work under a contract for a limited period of time for its convenience.
In the event of a stop work order, contracts typically are protected by provisions covering reimbursement for costs incurred to date and for costs associated with the temporary stoppage of work plus a reasonable fee.
However, such temporary stoppages may result in financial or other damages for which contractors may not be able to recover fully.
In some cases, they could result in termination of a contract for convenience or reduced future orders.
resolution, a full or partial federal government shutdown may occur, as occurred in October 2025.
Certain of our programs providing products and services to federal civilian customers have been impacted, and we expect may continue to be impacted by government efficiency efforts.
If estimated costs increase, particularly without comparable increases in revenue, our operating income can be adversely affected.
We have seen, and expect to continue to see, OTAs and CSOs used as an alternative to traditional procurement methods.
Moreover, these solicitations typically have significantly shorter acquisition times as compared to traditional procurements.
We operate in a highly competitive environment and our competitors may have more financial capacity or other resource or capabilities.
Our Mission Technologies segment also is highly competitive and competes domestically and internationally against mid to large A&D companies and non-traditional defense companies that may have more financial resources or capabilities.
Our business may be adversely affected if we are unable to attract, train, and retain qualified personnel.
We also must be able to attract and retain personnel who can obtain and maintain required security clearances.
It can be difficult to replace personnel with the required skills, experience, and/or clearances if we experience unplanned attrition.
Competition for talent is intense, and this has affected, and may continue
In addition, we may be limited in the amount and terms of compensation we are able to offer our executive officers or other employees as a U.S. defense contractor under certain circumstances.
For example, our U.S. Government contracts require us to procure certain materials, components, and parts from supply sources approved by the customer and/or are restricted from procuring products or services from certain sources.
We are utilizing and may in the future utilize one or more strategies to increase such capacity including, among
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
Cybersecurity attacks or other incidents can lead to the loss or misuse of sensitive information or capabilities; theft or corruption of data; harm to personnel, infrastructure or products; financial costs and liabilities; protracted interruptions of our operations and performance; significant recovery and restoration expenses; degraded performance on existing contracts; and misuse of our products.
Given the persistence, sophistication, volume, and novelty of threats we face, we may not be successful in preventing or mitigating an attack that could have a material adverse effect on us, and the costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means.
We utilize artificial intelligence, which could expose us to liability, as well as regulatory, competition, reputational, or other risks, or otherwise adversely affect our business.
The degraded or flawed performance of the AI tools we utilize may not be easily detectable despite internal policies and processes to identify and mitigate such deficiencies and may result from adversarial attacks that include data poisoning, malware risks, and evasion techniques which are not readily detectable.
We also may experience disruptions to electrical and other power distribution networks, information technology, and other critical infrastructure needed for normal business operations and our performance.
We anticipate that our facilities and operations, particularly in regions prone to natural disasters and extreme weather events, will continue to be at risk for future natural disasters.
Natural disasters, environmental disasters, and other events outside of our control can result in significant adverse impacts to our business, including by adversely impacting our workforce and supply chain, resulting in increased costs or other financial impacts, causing schedule or production delays or temporary closures of our facilities or
facilities of our customers or suppliers, or other impacts.
These events also may impact our suppliers' and subcontractors' ability to perform and may disrupt the availability of raw materials and supplies needed for our performance.
Although we endeavor to mitigate the risk associated with these events, if insurance or other means of recovery or risk mitigation are unavailable or insufficient, or if we experience delays in such recovery, the damage and adverse impacts caused by such events may be significant, and our financial position, results of operations, or cash flows could be materially adversely affected.
If an audit uncovers improper or illegal activities, we may be subject to administrative, civil, or criminal
hazardous wastes.
We also may be impacted by evolving stockholders or other stakeholder sentiment regarding environmental matters.
We may be subject to potential liabilities, including for personal injury and harm to human health, property damage, environmental harm, and reputational harm arising out of such incidents or hazardous activities and operations, whether or not the cause was within our control, and insurance and/or indemnification may not be reasonably available.
Such insurance,
We have implemented a compliance program that is designed to prevent and detect misconduct.
Risk Factor Summary
Our business is subject to a number of risks that, if realized, could materially affect our business, prospects, operating results and financial condition.
These risks are discussed more fully below, and include, but are not limited to, the following:
Industry and Economic Risk Factors
- Our level of indebtedness and our ability to make payments on or service our indebtedness may adversely affect our financial and operating activities or our ability to incur additional debt.
- We have classified contracts with the U.S. government, which limits investor insight into portions of our business.
Business and Operational Risk Factors
- We depend on the recruitment and retention of qualified personnel, and challenges associated with our ability to attract, train and retain such personnel have harmed and may continue to negatively impact our business.
- Our earnings and profitability depend, in part, upon subcontractor performance and raw material and component availability and pricing.
If we are unable to do so, or to do so in a cost-effective manner, our business could be materially adversely affected.
- Many of our contracts include performance obligations that incorporate innovative designs, state-of-the-art manufacturing expertise, or new technologies, or otherwise are dependent upon factors not wholly within our control, and failure to meet performance expectations could adversely affect our profitability and future prospects.
- We utilize artificial intelligence, which could expose us to liability or adversely affect our business, especially if we are unable to compete effectively with others in adopting artificial intelligence.
- We face risks related to health epidemics, pandemics, and similar outbreaks.
- Our business could be negatively impacted if we are unsuccessful negotiating new collective bargaining agreements.
- Changes in future business conditions could cause business investments, recorded goodwill, and/or purchased intangible assets to become impaired, resulting in losses and write-downs that would reduce our operating income.
Legal and Regulatory Risk Factors
- As a U.S. Government contractor, we are heavily regulated and could be adversely affected by changes in regulations or negative findings from a U.S. Government audit or investigation.
- We are subject to investigations, claims, litigation, disputes and other legal proceedings that could ultimately be resolved against us.
- Our nuclear operations subject us to environmental, regulatory, financial, and other risks.
- Changes in tax laws and regulations or exposure to additional tax liabilities could adversely affect our financial results.
- We may be unable to adequately protect our intellectual property rights, which could affect our ability to compete.
- Anti-takeover provisions in our organizational documents and Delaware law, as well as regulatory requirements, could delay or prevent a change in control.
- Our Restated Bylaws include an exclusive forum requirement for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for such disputes with us or our directors, officers, or employees.
General Risk Factors
- Our insurance coverage may be inadequate to cover all of our significant risks or our insurers may deny coverage of material losses we incur, which could adversely affect our profitability and financial position.
- If we fail to manage acquisitions, joint ventures, equity investments, and other transactions successfully or if acquired businesses or equity investments fail to perform as expected, our financial results, business, and future prospects could be harmed.
We depend on the U.S. Government for substantially all of our business, and risks associated with conducting business with the U.S. Government could have a material adverse effect on our financial position, results of operations, or cash flows.
The majority of our business consists of the design, construction, repair, and maintenance of nuclear-powered ships and non-nuclear ships for the U.S. Navy and coastal defense surface ships for the U.S. Coast Guard, as well as the refueling and overhaul and inactivation of nuclear-powered ships for the U.S. Navy.
We also provide integrated solutions that enable today's connected, all-domain force, including C5ISR systems and operations; the application of artificial intelligence and machine learning to battlefield decisions; defense and offensive cyberspace strategies and electronic warfare; uncrewed autonomous systems; live, virtual, and constructive training solutions; fleet sustainment; and critical nuclear operations.
In addition, substantially all of our backlog as of December 31, 2024, was related to products and services deliverable to the U.S. Government.
Our U.S. Government contracts are subject to various risks, including customer political and budgetary constraints and processes, changes in customer short-term and long-term strategic plans, the timing of contract awards, significant changes in contract scheduling, recessionary impacts on government spending, intense contract award and funding
competition, challenges forecasting costs and schedules for bids on developmental and sophisticated technical work, and contractor suspension or debarment in the event of certain legal or regulatory violations.
Our unfunded backlog contains management’s estimate of revenues expected to be realized on unfunded contracts that may never be realized.
Congress sometimes appropriates funds on an annual fiscal year basis for programs for which the performance period may extend over multiple years.
For additional information relating to the U.S. defense budget, see the Business Environment section under Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7.
For example, the military conflicts between Russia and Ukraine and Israel and Hamas have resulted in increased security assistance to Ukraine and Israel, respectively.
customer priorities on existing, follow-on, replacement, or future programs.
Changes in estimates used in contract accounting and contract cost growth have affected and could continue to affect our profitability and our overall financial position.
Changes to DoD business practices could have a material effect on DoD's procurement process and adversely impact our current programs and potential new awards.
In recent years, the DoD has increased the frequency and size of OTAs, and we expect this trend to continue in the future.
An excerpt. Shown here: 40 of 128 rewritten, 40 of 54 added and 40 of 103 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
218 rewritten, 101 added, 67 removed, 291 unchanged
[removed: We] [added: However, against a backdrop of heightened geopolitical tension and domestic policy realignment, we] continue to see uncertainty in the economy, our industry, and our company.
The labor market continues to present [removed: significant] challenges for our [removed: Company,] [added: company,] our industry, and the supply chain.
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 [removed: current] employees.
Labor shortages and retention [removed: also] are [added: also] impacting our supply chain, resulting in longer lead times for materials, parts, and other supplies.
Our supply chain has been impacted further by delivery delays, raw [removed: material shortages] [added: materials shortages,] and price increases caused by continued inflationary pressures.
It is [removed: heavily capital] [added: both capital-] and skilled [removed: labor intensive.][added: labor-intensive.]
The [removed: DoD] [added: Department] continues to adjust its procurement practices and streamline acquisition organizations and processes in an ongoing effort to reduce costs, gain efficiencies, and enhance program management and control.
While the impact to our business resulting from these developments remains uncertain, they could have a material impact on current programs, as well as new business opportunities with the [removed: DoD.][added: Department.]
The [removed: compromise] legislation supports our shipbuilding priorities with a total authorization of [removed: $32.7] [added: $26] billion for shipbuilding programs, including procurement authorization [removed: of] [added: for] the [removed: *Travis Manion* (LPD 33) Flight II amphibious ship,] [added: third *Columbia* class (SSBN 826) submarine and advance procurement for future submarines,] one *Virginia* class (SSN 774) [removed: submarine, three *Arleigh Burke*] [added: fast attack submarine and advance procurement for future submarines, advance procurement for future *Arleigh-Burke*] class (DDG 51) [removed: destroyers] [added: class destroyers,] and [added: full funding for] the [removed: RCOH of USS *Harry S.][added: *Gerald R.]
[removed: The] [added: Geopolitical relationships continue to change, and the] U.S. and its allies face a global security environment that [removed: is impacted by] [added: 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.
See Note [removed: 6:] [added: 7:] Revenue in Item 8.
*•Time and [removed: Materials*] [added: Materials Contracts*] \- Time and materials contracts specify a fixed hourly billing rate for each direct labor hour expended and reimbursement for allowable material costs and expenses.
Our consolidated financial statements are prepared in accordance with [removed: U.S.] GAAP, which requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes.
For the impacts of changes in estimates on our consolidated statements of operations and comprehensive income, see Note [removed: 6:] [added: 7:] Revenue in Item 8.
See Note [removed: 16:] [added: 17:] Employee Pension and Other Postretirement Benefits in Item 8.
We calculate our retirement related benefit plan costs under both CAS and [removed: U.S.] GAAP [removed: Financial Accounting Standards] ("FAS").
FAS prescribes the methodology used to determine retirement related benefit plan expense or income, as well as the [removed: liability, for financial reporting purposes.]
[added: As a result, while both CAS and FAS use] assumptions in their calculation methodologies, each method results in different calculated amounts of retirement related benefit plan costs.
While studies are helpful in understanding past and current trends and performance, the rate of return assumption is based more on long-term prospective [removed: views to avoid short-term market influences.]
Unless plan assets and benefit obligations are subject to [removed: re-][added: re-measurement during the year, the expected return on pension assets is based on the fair value of plan assets at the beginning of the year.]
In [removed: 2024,] [added: 2025,] the actual return on assets was approximately [removed: 7.7%,] [added: 10.7%,] which was [removed: less] [added: more] than the expected return assumption of 8.00%.
For the year ended December 31, [removed: 2024,] [added: 2025,] the weighted average discount rates for our pension and other postretirement benefit plans [removed: increased] [added: decreased] by [removed: 70] [added: 26] and [removed: 44] [added: 37] basis points, respectively.
The [removed: differences] [added: difference] in asset returns resulted in an actuarial [removed: loss] [added: gain] of [removed: $24] [added: $187] million, and the [removed: differences in] discount [removed: rates] [added: rate changes] resulted in an actuarial [removed: gain] [added: loss] of [removed: $500] [added: $181] million for the year ended December 31, [removed: 2024.][added: 2025.]
| ($ in millions) | | | | | | Increase (Decrease) in [removed: 2025] [added: 2026] Expense | | | | | | Increase (Decrease) in December 31, [removed: 2024] [added: 2025] Obligations | | |
| 25 basis point decrease in discount rate | | | | | | $ | [removed: 3] [added: (1)] | | | | | $ | [removed: 163] [added: 177] | |
| 25 basis point increase in discount rate | | | | | | [removed: —] [added: 1] | | | | | | [removed: (156)] [added: (168)] | | |
| 25 basis point decrease in expected return on assets | | | | | | [removed: 17] [added: 18] | | | | | | | | |
| 25 basis point increase in expected return on assets | | | | | | [removed: (17)] [added: (18)] | | | | | | | | |
Assuming [removed: an 8.00%] [added: a 7.90%] expected return on assets assumption, a $50 million pension plan contribution is generally expected to favorably impact the current year expected return on assets by approximately $2 million, depending on the timing of the contribution.
[added: Investments in fixed-income] securities are generally valued based on market transactions for comparable securities and various relationships between securities that are generally recognized by institutional traders.
As disclosed in Note [removed: 16:] [added: 17:] Employee Pension and Other Postretirement Benefits in Item 8, net pre-tax unrecognized actuarial gains as of December 31, [added: 2025 and] 2024 were [removed: $59] [added: $13] million and [removed: unrecognized actuarial losses as of December 31, 2023 were $455 million.][added: $59 million, respectively.]
The [removed: increase] [added: decrease] in actuarial gains in [removed: 2024] [added: 2025] was primarily driven by [removed: higher] [added: lower] discount rates used to determine benefit obligations of [removed: $500 million and] [added: $181 million,] amortization of previously unrecognized actuarial losses of [removed: $5] [added: $11] million, [removed: which were] offset by [removed: lower] [added: higher] than expected asset returns of [removed: $24] [added: $187] million.
Net pre-tax unrecognized prior service costs (credits) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] were [removed: $111] [added: $98] million and [removed: $125] [added: $111] million, respectively.
The change in unrecognized prior service costs (credits) in [removed: 2024] [added: 2025] resulted from plan amendments and the amortization of previously accumulated prior service costs (credits).
For further information on workers’ compensation, see [removed: Environmental, Health & Safety in Item 1 and] Note 16: Commitments and Contingencies in Item 8.
| | | | | | | Year Ended December 31 | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] over [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2023] [added: 2024] over [removed: 2022] [added: 2023] | | | | | | | | |
| ($ in millions) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Dollars | | | | | | Percent | | | | | | Dollars | | | | | | Percent | | |
| Sales and service revenues | | | | | | $ | [removed: 11,535] [added: 12,484] | | | | | $ | [removed: 11,454] [added: 11,535] | | | | | $ | [removed: 10,676] [added: 11,454] | | | | | $ | [removed: 81] [added: 949] | | | | | [removed: 1] [added: 8] | | % | | | | $ | [removed: 778] [added: 81] | | | | | [removed: 7] [added: 1] | | % |
| Cost of product sales and service revenues | | | | | | [removed: 10,085] [added: 10,899] | | | | | | [removed: 9,808] [added: 10,085] | | | | | | [removed: 9,236] [added: 9,808] | | | | | | [removed: 277] [added: 814] | | | | | | [removed: 3] [added: 8] | | % | | | | [removed: 572] [added: 277] | | | | | | [removed: 6] [added: 3] | | % |
| Income from operating investments, net | | | | | | [removed: 49] [added: 46] | | | | | | [removed: 37] [added: 49] | | | | | | [removed: 48] [added: 37] | | | | | | [removed: 12] [added: (3)] | | | | | | [removed: 32] [added: (6)] | | % | | | | [removed: (11)] [added: 12] | | | | | | [removed: (23)] [added: 32] | | % |
Risk Factors, as well as Part II, Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations of our Form 10-K for the year ended December 31, 2024.
The United States political and economic environment in 2025 has been shaped by renewed national emphasis on industrial resilience, defense readiness, and maritime strength.
Our customers, suppliers, and subcontractors continue to face challenges.
*U.S. Political and Economic Environment* – The political and economic landscape of the United States in 2025 has been characterized by policy realignment and a complex macroeconomic environment.
The Trump Administration (the "Administration") has pursued a renewed emphasis on domestic production, trade protectionism, and deregulation, particularly across the energy, manufacturing, and technology sectors.
Heightened political polarization and intermittent fiscal disputes, including a historic 43-day funding lapse, have underscored the challenges of policy continuity and long-term fiscal planning.
Despite these disruptions, defense spending continues to benefit from strong bipartisan support, with consensus around the need to maintain U.S. technological superiority and military readiness amid rising global security challenges.
The Administration’s “America First” economic and security agenda has accelerated efforts to repatriate critical manufacturing and expand production capacity.
Policy initiatives have prioritized procurement reform, domestic
sourcing mandates, and investment incentives to stimulate innovation in advanced defense technologies, including hypersonics, cyber defense, artificial intelligence, and space systems.
Economically, the United States continues to experience inflationary pressures and elevated interest rates.
The economic and policy environment remains fluid, with the main variables revolving around tariffs and immigration.
Fiscal conditions remain constrained, with federal debt exceeding 120% of GDP, highlighting the imbalances within the broader economy.
For the defense sector, these macroeconomic conditions have resulted in mixed impacts.
While higher borrowing costs and input inflation have placed pressure on working capital and contract execution, strong defense demand and federal funding have continued to support revenue stability across the industrial base.
Increased emphasis on domestic sourcing and production security has also stimulated capital investment in U.S. manufacturing facilities and supplier networks.
Supply chain realignment remains a central theme in 2025.
Continued global disruptions and tariff adjustments have encouraged U.S. defense firms to diversify supplier networks, enhance vertical integration, and invest in advanced manufacturing technologies.
Federal programs aimed at supporting small and mid-tier suppliers have further reinforced the broader defense ecosystem.
*Defense Spending Environment* – On May 2, 2025, the Administration released the President's topline recommendations on discretionary funding levels for fiscal year 2026, followed by detailed budget justification documents in June.
Additionally, under the Act, Congress provided mandatory funding of more than $29 billion for Shipbuilding and the Maritime Industrial Base.
This funding included one *Virginia* class (SSN 774) fast attack submarine and two *Arleigh-Burke* class (DDG 51) guided-missile destroyers, and provided additional funding for amphibious warfare ships and unmanned surface vessels.
Overall, the fiscal year 2026 NDAA authorizes $900.6 billion in national security funding.
Ford* class (CVN 78) aircraft carrier program.
Additionally, the fiscal year 2026 NDAA provides authorization for *William J.
Clinton* (CVN 82) and *George W.
Bush* (CVN 83), including incremental funding, advance construction, and advance procurement authorities; incremental funding and authorization for up to five *Columbia* class (SSBN 826) submarines; and continuous production authority for certain components of *Virginia* class (SSN 774) submarines.
Fiscal year 2026 began on October 1, 2025 without annual appropriations legislation or a continuing resolution.
As a result, parts of the U.S. Government temporarily shut down.
On November 12, after a 43-day federal government shutdown, lawmakers passed and the President signed a continuing resolution funding the government until
January 30, 2026.
Lawmakers also passed three annual funding bills – Military Construction-VA, Agriculture-FDA, and Legislative Branch – to fund parts of the government long-term.
The negotiated fiscal year 2026 defense appropriations bill includes continued incremental funding for *Enterprise* (CVN 80) and *Doris Miller* (CVN 81), along with advance procurement for *William J.
Clinton* (CVN 82); continued funding for the RCOH of USS *John C.
Stennis* (CVN 74); funding for the *Virginia* class (SSN 774) and *Columbia* class (SSBN 826) submarine programs; advanced procurement for the *Arleigh Burke* class (DDG 51) program, including additional funding for shipyard infrastructure and wage enhancements; and funding for long-lead-time materials for the new frigate program.
Additionally, the bill provides $1.5 billion for the Maritime Industrial Base to invest in critical areas including supplier capacity and capability, strategic outsourcing, workforce training, and technology and infrastructure.
*Global Geopolitical Environment* – The global geopolitical and economic environment continues to be impacted by uncertainty, heightened geopolitical tensions, and instability.
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.
In addition, changes in the global economic environment, including changes in international trade policies, including those imposing tariffs, could further impact the global market for defense products.
"Risk Factors."
Our customers, suppliers and subcontractors continue to face challenges, and our results for the year were adversely affected by significant challenges relating to labor availability, our supply chain, and inflation, among other challenges.
*U.S. Political and Economic Environment* – The November 2024 elections, which resulted in Republican control of the executive and legislative branches, has resulted in a range of policy changes both domestically and internationally as Republicans seek to reorient U.S. priorities.
The new Administration has employed, and is expected to continue to employ, executive actions and other methods, including regulations and policy proposals that impact trade, tax, immigration, energy policies, and other areas.
The debt ceiling is expected to continue to be an area of considerable debate.
High debt levels may impose fiscal constraints on many policy objectives, complicating efforts to deliver on promises made during the elections.
Domestically, we expect that national debt levels, inflationary pressures, gross domestic product growth, among other considerations, could impact U.S. budgets and priorities, including with respect to discretionary spending.
While monthly inflation rates have declined since peaking at 9.1% in June of 2022, rising military personnel and operations and maintenance costs continue to pressure the Pentagon’s investment portfolio buying power.
If above-
average inflationary conditions continue over the long-term, additional resources may be required to address contract and labor cost growth.
Global supply chain and labor markets continue to experience high levels of disruption, causing significant materials and parts shortages, including raw material, microelectronics and commodity shortages, as well as delivery delays, labor shortages, and price increases.
*Defense Spending Environment* – On March 11, 2024, the Biden Administration proposed a Fiscal Year (FY) 2025 budget request of $849.8 billion for the DoD, consistent with the discretionary funding cap for defense approved by Congress under the Financial Responsibility Act (“FRA”) of 2023.
Additionally, the FRA included a sequestration mechanism to incentivize Congress to enact regular, full-year appropriations legislation instead of relying on continuing resolutions ("CR").
Although the Federal government is operating under a CR through March 14, 2025, sequestration would not be enforced until April 30, 2025 and would be reversed upon the enactment of full-year appropriations.
The emergency national security supplemental funding legislation enacted during fiscal year 2025 is not subject to the FRA budget caps.
The House and Senate reached a compromise agreement on the National Defense Authorization Act ("NDAA") for fiscal year 2025 in December 2024.
Overall, the fiscal year 2025 NDAA authorizes $883.7 billion in national security spending, including $849.9 billion for the Pentagon, consistent with the spending caps directed in the FRA.
Truman* (CVN 75).
Additionally, the fiscal year 2025 NDAA supports the amphibious warship bundle contract signed in 2024 by authorizing advanced procurement funding for LPD 34 (unnamed), LPD 35 (unnamed), and *Helmand Province* (LHA 10).
Both House and Senate appropriations bills have passed out of committee, and the House defense appropriations bill has been approved by the full House.
The House defense appropriations bill funds the Defense Department within the spending caps in the 2023 debt limit deal and supports the President’s budget request by funding one *Virginia* class (SSN 774) submarine, two *Arleigh Burke* class (DDG 51) destroyers, one LPD Flight II amphibious ship, and one CVN RCOH.
The Senate Appropriations Committee added approximately $21 billion in emergency funding not subject to the FRA caps and included fiscal year 2025 funding for three *Arleigh Burke* class (DDG 51) destroyers, one *Virginia* class (SSN 774) submarine, one LPD Flight II amphibious ship, one CVN RCOH, one FFG-62 frigate, and advanced procurement funding for an additional *Arleigh Burke* class destroyer in fiscal year 2026.
Although a new fiscal year began on October 1, 2024, annual appropriations to fund the federal government for fiscal year 2025 have not been enacted.
To provide Congress additional time to reach agreements on funding levels for federal agencies, a continuing resolution was enacted extending funding through December 20, 2024, at fiscal year 2024 levels.
Congress passed a second CR in December 2024 that extended federal funding through March 14, 2025.
While the DoD is normally prohibited from starting new programs or increasing funding on existing programs under a CR, the current CR includes anomalies that will allow the DoD to deviate from typical restrictions and obligate funding to support procurement of the *Virginia* class and *Columbia* class submarine programs.
A $5.7 billion emergency appropriations anomaly supports fiscal year 2024 and fiscal year 2025 *Virginia* class submarines as well as workforce wages and shipyard investments.
This funding does not count against the FRA fiscal year 2025 funding cap.
We cannot predict the outcome of the fiscal year 2025 budget process or whether additional short-term funding will be required in the event annual appropriations measures are not finalized by the expiration date of the current CR.
*Global Geopolitical Environment* – The global geopolitical environment continues to be impacted by uncertainty, heightened tensions, and instability, all of which drive the increasing need for defense offerings, including those provided by our company.
Global geopolitical relationships continue to evolve.
The ongoing conflict in Ukraine and the associated sanctions have impacted the global economy, caused heightened cyber and other security risks, exacerbated supply chain challenges, resulted in higher energy costs, and further impacted inflationary pressures.
In addition, tensions with China, along with hostilities in the Middle East, continued conflicts globally, and changes in international trade policies have impacted, and could continue to impact, the global market for defense products, services, and solutions.
As a result, while both CAS and FAS use
measurement during the year, the expected return on pension assets is based on the fair value of plan assets at the beginning of the year.
Investments in fixed-income
Period-to-period revenues reflect performance under new and ongoing contracts.
revenues are typically expressed in terms of volume.
Unless otherwise described, volume generally refers to
increases (or decreases) in reported revenues due to varying production activity levels, delivery rates, or service
An excerpt. Shown here: 40 of 218 rewritten, 40 of 101 added and 40 of 67 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
3 rewritten, 0 added, 1 removed, 4 unchanged
*Interest Rates* \- Our floating rate financial instruments subject to interest rate risk include a $1.7 billion [added: revolving] credit facility and a $1.7 billion commercial paper program.
As of December 31, [removed: 2024,] [added: 2025,] we had no indebtedness outstanding under our [added: revolving] credit facility or our commercial paper [removed: program.][added: program, and therefore had no interest rate risk with respect to these instruments.]
[added: We include assumptions of anticipated cost growth in the development of our cost of] completion estimates, but if inflationary conditions continue over the long-term, our cost assumptions may not be sufficient to cover all cost escalation or may impact the availability of resources to execute the respective contracts.
We include assumptions of anticipated cost growth in the development of our cost of
Item 1. BUSINESS
74 rewritten, 23 added, 39 removed, 186 unchanged
Our Mission Technologies segment develops integrated technology solutions and products that enable today's connected, [removed: all domain] [added: all-domain] force.
We conduct most of our business with the U.S. Government, primarily the Department of [removed: Defense ("DoD").][added: War (the "Department").]
Our Mission Technologies segment provides a wide range of services and products, including command, control, computers, communications, cyber, intelligence, surveillance, and reconnaissance [added: ("C5ISR")] systems and operations; the application of artificial intelligence and machine learning to battlefield decisions; defense and offensive cyberspace strategies and electronic warfare; [removed: uncrewed] [added: unmanned] autonomous systems; live, virtual, and constructive training solutions; [removed: fleet sustainment;] [added: platform modernization;] and critical nuclear operations.
Through our Ingalls segment, we design and construct non-nuclear ships for the U.S. Navy and U.S. Coast Guard, including amphibious assault ships, [removed: expeditionary warfare ships,] surface combatants, and national security cutters ("NSC").
We construct amphibious assault ships [removed: and expeditionary warfare ships] for the U.S. Navy, which include U.S. Navy large deck amphibious assault ships ("LHA") and amphibious transport dock ships [removed: ("LPD"), respectively.][added: ("LPD").]
The LPD program is a long-running production program of [removed: expeditionary warfare] [added: amphibious assault] ships.
We are currently constructing *Harrisburg* (LPD 30), [removed: and] *Pittsburgh* (LPD [removed: 31).][added: 31), and *Philadelphia* (LPD 32).]
We have delivered [removed: 35] [added: 36] *Arleigh Burke* class (DDG 51) destroyers to the U.S. Navy, including USS [added: *Ted Stevens* (DDG 128) in 2025 and USS] *Jack H.
Lucas* (DDG 125) in [removed: 2023, USS *Lenah H.][added: 2023.]
In 2018, we were awarded a multi-year contract for construction of six *Arleigh Burke* class (DDG 51) destroyers and, in [removed: 2020,a] [added: 2020, a] contract to construct an additional [added: *Arleigh Burke* class (DDG 51) destroyer.]
We are currently constructing [removed: *Ted Stevens* (DDG 128),] *Jeremiah Denton* (DDG 129), *George M.
The flagship of this program is the *Legend* class NSC, a multi-mission platform we [removed: designed and continue to build.][added: designed.]
Ford* [removed: class] [added: class,] to the U.S. Navy in 2017.
In addition, we have received contract awards valued at [removed: $15.3] [added: $15.4] billion for detail design and construction of the *Gerald R.
We believe our current position as the exclusive designer and builder of nuclear-powered aircraft carriers, our RCOH performance on the first seven *Nimitz* class (CVN 68) carriers, our highly trained workforce, the capital-intensive nature of RCOH work, and high barriers to entry due to required nuclear [removed: expertise] [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.
[removed: Ford* class (CVN 78) aircraft carriers, present] significant opportunities for inactivation contracts as they reach the end of their lifespans.
Newport News has delivered [removed: 64] [added: 65] submarines to the U.S. Navy since 1960, comprised [added: of 51 fast attack and 14 ballistic missile submarines.]
Our nuclear submarine [removed: program, located at our Newport News shipyard,] [added: program] includes construction, engineering, design, research, and integrated planning.
The first submarine of the Block IV contract was delivered in 2020, and [removed: five] [added: seven] more submarines have been delivered through [removed: 2024.][added: 2025.]
The remaining [removed: four] [added: two] boats of the Block IV contract are in the final assembly and test phases of construction.
In [removed: 2023] [added: 2023, 2024] and [removed: 2024,] [added: 2025,] the team received contract awards for advance procurement of long-lead-time material in support of all ten Block VI boats.
[removed: We perform design work as] [added: As] a subcontractor to Electric Boat, [removed: and] we [removed: have entered into a teaming agreement with Electric Boat] [added: leverage our *Virginia* class (SSN 774) experience] to [added: perform design work and] build modules for the entire *Columbia* class (SSBN 826) submarine [removed: program that leverages our *Virginia* class (SSN 774) experience.][added: program.]
Our Mission Technologies segment is organized into four groups, All-Domain Operations, Warfare Systems, Global Security, and [removed: Uncrewed] [added: Unmanned] Systems, and specializes in a wide range of services and products across our [removed: capabilities.][added: groups.]
These business activities provide data fusion and mission management capabilities for the [removed: DoD,] [added: Department,] the combatant commands, and the intelligence community.
A trusted partner to our [removed: military] [added: military, U.S. Navy, and Department of Energy (“DoE”)] customers, our capabilities include designing, developing, and operating the largest live, virtual, and constructive enterprise that prepares warfighters for cross-domain battle.
[removed: Develops] [added: Creates] advanced [removed: uncrewed] [added: unmanned] systems for defense, marine research, and commercial applications.
Serving customers in more than 30 countries, we provide design, autonomy, manufacturing, testing, operations, and sustainment of [removed: uncrewed] [added: unmanned] systems, including [removed: uncrewed] [added: unmanned] underwater vehicles and [removed: uncrewed] [added: unmanned] surface vessels.
[removed: Nuclear and Environmental Services] [added: We] support the [removed: Department of Energy’s ("DoE")] [added: DoE’s] national security mission through the management and operation of [removed: DoE] [added: its] sites, as well as the safe cleanup of legacy waste across the country.
Our revenues are primarily derived from the U.S. Government, including the U.S. Navy, the U.S. Coast Guard, the [removed: DoD,] [added: Department,] the DoE, and other federal agencies.
In [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] approximately [removed: 80%,] 81%, [added: 80%,] and [removed: 82%,] [added: 81%,] respectively, of our revenues were generated from the U.S. Navy.
We [removed: also] develop new [added: technologies,] manufacturing [removed: processes] [added: processes,] and systems-integration [removed: technologies and processes that we use to produce our products and to provide services to our customers.][added: processes.]
In addition to owning [added: our] intellectual property, we license intellectual property rights to and from [removed: other] [added: third] parties.
The U.S. Government [added: generally receives license rights to certain intellectual property developed in the performance of U.S. Government contracts or with government funding and] may use or authorize other parties to use [removed: the] [added: such] intellectual [removed: property we license to the government.][added: property.]
While our intellectual property rights are important to our operations, we do not believe that any existing patent, license, or other intellectual property right is of such importance that its loss or termination would have a material [added: adverse] impact on our business.
See [removed: "Risk Factors"] [added: Risk Factors] in Item 1A for further discussion regarding risks related to intellectual property.
See Note 2: Summary of Significant Accounting Policies [added: and Note 7: Revenue] in Item 8.
We rely on third parties to provide raw [removed: materials.][added: materials and components.]
We have experienced challenges with access to, and the pricing of, certain raw materials, components, and other [removed: supplies due to, in part, labor shortages and inflation.][added: supplies.]
We endeavor to mitigate supply chain risk through various measures, such as negotiating long-term agreements with certain [removed: raw material] suppliers and through price escalation provisions in certain customer contracts.
See [removed: "Risk Factors"] [added: Risk Factors] in Item 1A for further discussion regarding risks related to [removed: raw materials.][added: regulatory matters.]
We delivered USS *Richard M.
In 2025, we reached agreement with the U.S. Coast Guard to terminate production and delivery of the 11th and final ship.
*Enterprise* (CVN 80) has received and loaded all major engine room components, allowing for engine room deck over and acceleration of ship erection, which reached 50% complete in 2025.
*Doris Miller* (CVN 81) keel units are currently in fabrication and we continue to receive major material components.
The fiscal year 2026 National Defense Authorization Act (“NDAA”) provides authorization for *William J.
Clinton* (CVN 82) and *George W.
Bush* (CVN 83), including incremental funding, advance construction, and advance procurement authorities.
We are currently working with the U.S. Navy to align schedules as a result of late material on *Enterprise* (CVN 80) and assess technical baseline changes and upgrades to increase carrier lethality for potential incorporation into *Enterprise* (CVN 80), *Doris Miller* (CVN 81), and *William J.
Clinton* (CVN 82).
Ford* class (CVN 78) aircraft carriers, present
In 2025, the team was awarded a contract modification for the construction of these two additional Block V boats.
All-Domain Operations
Warfare Systems
Global Security
We maintain and modernize the vast majority of the U.S. Navy’s fleet, with a holistic approach to life cycle maritime defense systems, from small watercraft to submarines, surface combatants, and aircraft carriers.
Unmanned Systems
Costs
We operate in a competitive environment and compete with defense companies and other companies serving the intelligence and federal civil markets.
For certain ships and nuclear-powered submarines, we currently are the only, or one of the only, companies capable of building such ships or submarines, including LHAs and LPDs for the U.S. Navy and NSCs for the U.S. Coast Guard.
Key competitive factors in the Mission Technologies segment include differentiated technology and competitive rates.
all of which expire in March 2026.
Mission Technologies has a total of 80 employees covered by five collective bargaining agreements, which expire in September 2026, December 2027, September 2028, and two that expire in August 2027.
and we have filled approximately 80% of newly created vice president positions with internal hires.
We are the sole builder of large multi-mission NSCs for the U.S. Coast Guard.
We delivered USS *Fort Lauderdale* (LPD 28) in 2022 and *Richard M.
In 2023, we were awarded a contract to construct *Philadelphia* (LPD 32).
Sutcliffe Higbee* (DDG 123) in 2022, and USS *Frank E.
Petersen Jr.* (DDG 121) in 2021.
*Arleigh Burke* class (DDG 51) destroyer.
of 50 fast attack and 14 ballistic missile submarines.
Capabilities including command, control, computers, communications, cyber, intelligence, surveillance, and reconnaissance systems and operations; the application of artificial intelligence and machine learning to battlefield decisions; defense and offensive cyberspace strategies and electronic warfare; uncrewed autonomous systems; live, virtual, and constructive training solutions; fleet sustainment; and critical nuclear operations.
Command, control, computers, communications, cyber, intelligence, surveillance, and reconnaissance ("C5ISR")
Cyber and electronic warfare ("CEW&S")
Live, virtual, and constructive solutions ("LVC")
This is a modern and distributed approach to U.S. military training.
Fleet Sustainment
Provides comprehensive life-cycle sustainment to the U.S. Navy fleet and other DoD and commercial maritime customers.
Services include maintenance, modernization, and repair on all ship classes; naval architecture, marine engineering, and design; integrated logistics support; technical documentation development; warehousing, asset management, and material readiness; operational and maintenance training development and delivery; software design and development; IT infrastructure support and data delivery and management; and cyber security and information assurance.
We also provide undersea vehicle and specialized craft development and prototyping services.
Uncrewed systems
Nuclear and Environmental Services
Through participation in joint ventures, including Newport News Nuclear BWXT Los Alamos, LLC ("N3B"), Mission Support and Test Services, LLC ("MSTS"), and Savannah River Nuclear Solutions, LLC ("SRNS"), we meet customers’ toughest nuclear and environmental challenges.
We develop new technologies that are incorporated into the products and services we provide 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 entirely at government expense.
Backlog
As of December 31, 2024 and 2023, our total backlog was approximately $48.7 billion and $48.1 billion, respectively.
We expect approximately 21% of backlog at December 31, 2024, to be converted into sales in 2025.
The most significant material we use is steel.
Other materials we use in large quantities include paint, aluminum, pipe, electrical cables, electronic components, fittings, custom machine items, and sensors.
For long-term contracts, we generally solicit price quotations for many of our material requirements from multiple suppliers to ensure competitive pricing.
While we have not generally been dependent upon any one supply source, we currently have only one supplier for certain component parts as a result of consolidation in the defense industry.
The inability to procure the necessary raw materials, components, and other supplies for our products on a timely and cost-effective basis has negatively affected, and could continue to negatively affect, our results of operations, financial condition, and/or cash flows.
The smaller shipyards sometimes team with large defense contractors.
We believe we are well-positioned in our shipbuilding markets.
While we have competed with another large defense contractor to build large deck amphibious ships, we are currently the only builder of large deck amphibious assault ships and expeditionary warfare ships for the U.S. Navy, including LHAs and LPDs.
We are also the sole builder of NSCs for the U.S. Coast Guard.
To a lesser extent, our lines of business compete on certain contracts with major prime A&D contractors, including Lockheed Martin, General Dynamics, Northrop Grumman, RTX Corporation, and Boeing.
Key competitive factors in the Mission Technologies segment include technology capabilities; innovative cyber advances and artificial intelligence; the ability to develop and implement complex, integrated solutions; the ability to meet delivery schedules; and cost effectiveness.
To remain competitive, we must be able to identify emerging technology trends and consistently provide superior service, while understanding customer priorities and maintaining customer relationships.
Our success depends upon our ability to develop, market, produce, and deliver our products and services at costs and on schedules consistent with our customers' expectations, as well as our ability to provide the workforce, technologies, facilities, equipment, and financial capacity needed to deliver those products and services with maximum efficiency.
Approximately 15 Mission Technologies employees in Klamath Falls, Oregon are covered by a collective bargaining agreement that expires in June 2025.
An excerpt. Shown here: 40 of 74 rewritten, all 23 added and all 39 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2025 filing and the FY2024 filing.
Item 3. LEGAL PROCEEDINGS
2 rewritten, 0 added, 0 removed, 0 unchanged
For information regarding legal proceedings, see Note [removed: 13:] [added: 14:] Investigations, Claims, and Litigation in Item 8.
Consistent with the requirements of [removed: Securities and Exchange Commission] [added: SEC] 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.
Cover and table of contents
33 rewritten, 1 added, 1 removed, 69 unchanged
For the fiscal year ended December 31, [removed: 2024][added: 2025]
As of June [removed: 28, 2024,] [added: 30, 2025,] 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: $9,671] [added: $9,475] million.
As of January [removed: 31, 2025, 39,130,163] [added: 30, 2026, 39,242,688] 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: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K.
| Item 1. | | | [removed: [BUSINESS](#i53ba3f22ec5b4129852c29a80762b6b1_16)] [added: [BUSINESS](#i7b8c9522836f495ebf93c2bcd1868c5f_16)] | | | [removed: [1](#i53ba3f22ec5b4129852c29a80762b6b1_16)] [added: [1](#i7b8c9522836f495ebf93c2bcd1868c5f_16)] | | |
| Item 1A. | | | [RISK [removed: FACTORS](#i53ba3f22ec5b4129852c29a80762b6b1_70)] [added: FACTORS](#i7b8c9522836f495ebf93c2bcd1868c5f_70)] | | | [removed: [11](#i53ba3f22ec5b4129852c29a80762b6b1_70)] [added: [11](#i7b8c9522836f495ebf93c2bcd1868c5f_70)] | | |
| Item 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i53ba3f22ec5b4129852c29a80762b6b1_76)] [added: COMMENTS](#i7b8c9522836f495ebf93c2bcd1868c5f_79)] | | | [removed: [28](#i53ba3f22ec5b4129852c29a80762b6b1_76)] [added: [25](#i7b8c9522836f495ebf93c2bcd1868c5f_79)] | | |
| Item 1C. | | | [removed: [CYBERSECURITY](#i53ba3f22ec5b4129852c29a80762b6b1_79)] [added: [CYBERSECURITY](#i7b8c9522836f495ebf93c2bcd1868c5f_82)] | | | [removed: [28](#i53ba3f22ec5b4129852c29a80762b6b1_76)] [added: [25](#i7b8c9522836f495ebf93c2bcd1868c5f_79)] | | |
| Item 2. | | | [removed: [PROPERTIES](#i53ba3f22ec5b4129852c29a80762b6b1_82)] [added: [PROPERTIES](#i7b8c9522836f495ebf93c2bcd1868c5f_85)] | | | [removed: [30](#i53ba3f22ec5b4129852c29a80762b6b1_82)] [added: [27](#i7b8c9522836f495ebf93c2bcd1868c5f_85)] | | |
| Item 3. | | | [LEGAL [removed: PROCEEDINGS](#i53ba3f22ec5b4129852c29a80762b6b1_85)] [added: PROCEEDINGS](#i7b8c9522836f495ebf93c2bcd1868c5f_88)] | | | [removed: [30](#i53ba3f22ec5b4129852c29a80762b6b1_85)] [added: [28](#i7b8c9522836f495ebf93c2bcd1868c5f_88)] | | |
| Item 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i53ba3f22ec5b4129852c29a80762b6b1_88)] [added: DISCLOSURES](#i7b8c9522836f495ebf93c2bcd1868c5f_91)] | | | [removed: [31](#i53ba3f22ec5b4129852c29a80762b6b1_88)] [added: [28](#i7b8c9522836f495ebf93c2bcd1868c5f_91)] | | |
| Item 5. | | | [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i53ba3f22ec5b4129852c29a80762b6b1_94)] [added: SECURITIES](#i7b8c9522836f495ebf93c2bcd1868c5f_97)] | | | [removed: [32](#i53ba3f22ec5b4129852c29a80762b6b1_94)] [added: [29](#i7b8c9522836f495ebf93c2bcd1868c5f_97)] | | |
| Item 6. | | | [removed: [\[RESERVED\]](#i53ba3f22ec5b4129852c29a80762b6b1_97)] [added: [\[RESERVED\]](#i7b8c9522836f495ebf93c2bcd1868c5f_100)] | | | [removed: [33](#i53ba3f22ec5b4129852c29a80762b6b1_97)] [added: [30](#i7b8c9522836f495ebf93c2bcd1868c5f_100)] | | |
| Item 7. | | | [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i53ba3f22ec5b4129852c29a80762b6b1_103)] [added: OPERATIONS](#i7b8c9522836f495ebf93c2bcd1868c5f_106)] | | | [removed: [33](#i53ba3f22ec5b4129852c29a80762b6b1_103)] [added: [30](#i7b8c9522836f495ebf93c2bcd1868c5f_106)] | | |
| Item 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i53ba3f22ec5b4129852c29a80762b6b1_148)] [added: RISK](#i7b8c9522836f495ebf93c2bcd1868c5f_154)] | | | [removed: [54](#i53ba3f22ec5b4129852c29a80762b6b1_148)] [added: [51](#i7b8c9522836f495ebf93c2bcd1868c5f_154)] | | |
| Item 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i53ba3f22ec5b4129852c29a80762b6b1_151)] [added: DATA](#i7b8c9522836f495ebf93c2bcd1868c5f_157)] | | | [removed: [56](#i53ba3f22ec5b4129852c29a80762b6b1_151)] [added: [52](#i7b8c9522836f495ebf93c2bcd1868c5f_157)] | | |
| | | | [REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM](#i53ba3f22ec5b4129852c29a80762b6b1_154)] [added: FIRM](#i7b8c9522836f495ebf93c2bcd1868c5f_160)] | | | [removed: [56](#i53ba3f22ec5b4129852c29a80762b6b1_154)] [added: [52](#i7b8c9522836f495ebf93c2bcd1868c5f_160)] | | |
| | | | [CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE [removed: INCOME](#i53ba3f22ec5b4129852c29a80762b6b1_157)] [added: INCOME](#i7b8c9522836f495ebf93c2bcd1868c5f_163)] | | | [removed: [59](#i53ba3f22ec5b4129852c29a80762b6b1_157)] [added: [55](#i7b8c9522836f495ebf93c2bcd1868c5f_163)] | | |
| | | | [CONSOLIDATED STATEMENTS OF FINANCIAL [removed: POSITION](#i53ba3f22ec5b4129852c29a80762b6b1_160)] [added: POSITION](#i7b8c9522836f495ebf93c2bcd1868c5f_166)] | | | [removed: [60](#i53ba3f22ec5b4129852c29a80762b6b1_160)] [added: [56](#i7b8c9522836f495ebf93c2bcd1868c5f_166)] | | |
| | | | [CONSOLIDATED STATEMENTS OF CASH [removed: FLOWS](#i53ba3f22ec5b4129852c29a80762b6b1_166)] [added: FLOWS](#i7b8c9522836f495ebf93c2bcd1868c5f_172)] | | | [removed: [62](#i53ba3f22ec5b4129852c29a80762b6b1_166)] [added: [58](#i7b8c9522836f495ebf93c2bcd1868c5f_172)] | | |
| | | | [CONSOLIDATED STATEMENTS OF CHANGES IN [removed: EQUITY](#i53ba3f22ec5b4129852c29a80762b6b1_169)] [added: EQUITY](#i7b8c9522836f495ebf93c2bcd1868c5f_175)] | | | [removed: [63](#i53ba3f22ec5b4129852c29a80762b6b1_169)] [added: [59](#i7b8c9522836f495ebf93c2bcd1868c5f_175)] | | |
| | | | [NOTES TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#i53ba3f22ec5b4129852c29a80762b6b1_175)] [added: STATEMENTS](#i7b8c9522836f495ebf93c2bcd1868c5f_181)] | | | [removed: [64](#i53ba3f22ec5b4129852c29a80762b6b1_175)] [added: [60](#i7b8c9522836f495ebf93c2bcd1868c5f_181)] | | |
| Item 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i53ba3f22ec5b4129852c29a80762b6b1_274)] [added: DISCLOSURE](#i7b8c9522836f495ebf93c2bcd1868c5f_280)] | | | [removed: [102](#i53ba3f22ec5b4129852c29a80762b6b1_274)] [added: [99](#i7b8c9522836f495ebf93c2bcd1868c5f_280)] | | |
| Item 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i53ba3f22ec5b4129852c29a80762b6b1_277)] [added: PROCEDURES](#i7b8c9522836f495ebf93c2bcd1868c5f_283)] | | | [removed: [102](#i53ba3f22ec5b4129852c29a80762b6b1_277)] [added: [99](#i7b8c9522836f495ebf93c2bcd1868c5f_283)] | | |
| Item 9B. | | | [OTHER [removed: INFORMATION](#i53ba3f22ec5b4129852c29a80762b6b1_283)] [added: INFORMATION](#i7b8c9522836f495ebf93c2bcd1868c5f_289)] | | | [removed: [103](#i53ba3f22ec5b4129852c29a80762b6b1_283)] [added: [99](#i7b8c9522836f495ebf93c2bcd1868c5f_289)] | | |
| Item 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i53ba3f22ec5b4129852c29a80762b6b1_286)] [added: INSPECTIONS](#i7b8c9522836f495ebf93c2bcd1868c5f_292)] | | | [removed: [103](#i53ba3f22ec5b4129852c29a80762b6b1_286)] [added: [100](#i7b8c9522836f495ebf93c2bcd1868c5f_292)] | | |
| Item 10. | | | [DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE [removed: GOVERNANCE](#i53ba3f22ec5b4129852c29a80762b6b1_292)] [added: GOVERNANCE](#i7b8c9522836f495ebf93c2bcd1868c5f_298)] | | | [removed: [104](#i53ba3f22ec5b4129852c29a80762b6b1_292)] [added: [101](#i7b8c9522836f495ebf93c2bcd1868c5f_298)] | | |
| Item 11. | | | [EXECUTIVE [removed: COMPENSATION](#i53ba3f22ec5b4129852c29a80762b6b1_295)] [added: COMPENSATION](#i7b8c9522836f495ebf93c2bcd1868c5f_301)] | | | [removed: [106](#i53ba3f22ec5b4129852c29a80762b6b1_295)] [added: [103](#i7b8c9522836f495ebf93c2bcd1868c5f_301)] | | |
| Item 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i53ba3f22ec5b4129852c29a80762b6b1_298)] [added: MATTERS](#i7b8c9522836f495ebf93c2bcd1868c5f_304)] | | | [removed: [107](#i53ba3f22ec5b4129852c29a80762b6b1_298)] [added: [103](#i7b8c9522836f495ebf93c2bcd1868c5f_304)] | | |
| Item 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i53ba3f22ec5b4129852c29a80762b6b1_301)] [added: INDEPENDENCE](#i7b8c9522836f495ebf93c2bcd1868c5f_307)] | | | [removed: [107](#i53ba3f22ec5b4129852c29a80762b6b1_301)] [added: [103](#i7b8c9522836f495ebf93c2bcd1868c5f_307)] | | |
| Item 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i53ba3f22ec5b4129852c29a80762b6b1_304)] [added: SERVICES](#i7b8c9522836f495ebf93c2bcd1868c5f_310)] | | | [removed: [107](#i53ba3f22ec5b4129852c29a80762b6b1_304)] [added: [104](#i7b8c9522836f495ebf93c2bcd1868c5f_310)] | | |
| Item 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i53ba3f22ec5b4129852c29a80762b6b1_310)] [added: SCHEDULES](#i7b8c9522836f495ebf93c2bcd1868c5f_316)] | | | [removed: [108](#i53ba3f22ec5b4129852c29a80762b6b1_310)] [added: [105](#i7b8c9522836f495ebf93c2bcd1868c5f_316)] | | |
| Item 16. | | | [FORM 10-K [removed: SUMMARY](#i53ba3f22ec5b4129852c29a80762b6b1_313)] [added: SUMMARY](#i7b8c9522836f495ebf93c2bcd1868c5f_319)] | | | [removed: [113](#i53ba3f22ec5b4129852c29a80762b6b1_313)] [added: [110](#i7b8c9522836f495ebf93c2bcd1868c5f_319)] | | |
| [SIGNATURES](#i7b8c9522836f495ebf93c2bcd1868c5f_322) | | | | | | [111](#i7b8c9522836f495ebf93c2bcd1868c5f_322) | | |
| [SIGNATURES](#i53ba3f22ec5b4129852c29a80762b6b1_316) | | | | | | [114](#i53ba3f22ec5b4129852c29a80762b6b1_316) | | |
Item 1C. CYBERSECURITY
6 rewritten, 3 added, 2 removed, 38 unchanged
[removed: 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.
- reviewing our assessment of cybersecurity threats and [removed: risk] [added: risks] associated with our supply chain and actions we are taking to address such threats and risks.
Since 2008, he has held senior-level and CIO positions for several companies, each of which included responsibilities or influence for cybersecurity [removed: implementation delivery] [added: implementation, delivery,] and oversight.
He has specific experience in the following cybersecurity areas: Cyber & IT security policy & governance; information risk management; cybersecurity strategic planning and integration; enterprise infrastructure; cybersecurity engineering; incident response and remediation; supply chain cyber risk [removed: management; cybersecurity awareness training; M&A cyber risk management; cloud security; identity management; disaster recovery; cybersecurity regulation compliance; and cybersecurity damage assessment.]
However, as discussed [removed: under] [added: in] Item 1A.
[added: Risk Factors, specifically the risks titled "We could be negatively impacted] by security threats, including [removed: cyber security] [added: cybersecurity] threats, and related disruptions" and "Our earnings and profitability depend, in part, upon subcontractor performance and raw material and component availability and pricing," the sophistication of cyber threats continues to increase, and the preventative actions we take to reduce the risk of cyber incidents and protect our systems and information may be insufficient.
The Cybersecurity Program processes utilize a risk-based approach and
Our CISO has more than 25 years of experience with HII and over 20 years of experience in cybersecurity and information technology.
management; cybersecurity awareness training; M&A cyber risk management; identity and access management; disaster recovery; and cybersecurity regulation compliance.
Our CISO has 33 years of experience in cybersecurity and information technology, over 20 years working with NAVSEA 08Y, approval authority of HII’s unclassified Naval Nuclear Propulsion Information networks, and holds a Master’s degree in Cybersecurity.
"Risk Factors," specifically the risks titled "We could be negatively impacted
Item 2. PROPERTIES
4 rewritten, 3 added, 1 removed, 14 unchanged
We anticipate continued use of this facility for the remaining [removed: 42] [added: 41] years of the lease and beyond.
It also has a variety of other facilities, including an 18-acre all-weather steel fabrication shop, accessible by both rail and transporter, module outfitting facilities that enable us to assemble a ship's basic structural modules indoors and on land, machine shops totaling [removed: 300,000 square feet, and an apprentice school, which provides a four-year accredited apprenticeship program to train shipbuilders.]
We lease and own properties related to our operations in approximately [removed: 53] [added: 52] cities, consisting of both corporate support locations and contract performance locations.
As of December 31, [removed: 2024,] [added: 2025,] we had major operations in Honolulu, Hawaii; Odon, Indiana; Annapolis Junction and Hanover, Maryland; Syracuse, New York; Beavercreek and Dayton, Ohio; Alexandria, Suffolk, and Virginia Beach, Virginia; Pocasset, Massachusetts; and [removed: Panama City Beach,] [added: Orlando,] Florida.
300,000 square feet, and an apprentice school, which provides a four-year accredited apprenticeship program to train shipbuilders.
The acquired assets include advanced production facilities with state-of-the-art equipment, tooling, and infrastructure used to fabricate complex metal modules and structures, and are located on a leased 45-acre site with more than 480,000 square feet of manufacturing space.
The site has barge and rail access, and is strategically located near Charleston, in a region with a rapidly growing shipbuilding ecosystem and highly skilled trades workforce.
The acquired manufacturing facility operates within the Newport News segment as Newport News Shipbuilding – Charleston Operations.
Item 4. MINE SAFETY DISCLOSURES
0 rewritten, 1 added, 1 removed, 1 unchanged
None.
Not applicable.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
16 rewritten, 0 added, 2 removed, 14 unchanged
The approximate number of our common stockholders was [removed: 11,921] [added: 11,239] as of January [removed: 31, 2025.][added: 30, 2026.]
Our Annual Meeting of Stockholders is currently scheduled to be held on April [removed: 30, 2025.][added: 29, 2026.]
For the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we declared dividends on common stock totaling [removed: $5.25] [added: $5.43] and [removed: $5.02] [added: $5.25] per share, respectively.
While we [removed: intend] [added: expect] 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 [removed: laws.][added: laws and regulations.]
The following graph compares the total return on a cumulative basis of $100 invested in our common stock on December 31, [removed: 2019,] [added: 2020,] 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, RTX Corporation, Textron, Inc., and TransDigm Group [added: 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: 2024.][added: 2025.]
| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Program | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in [removed: millions)1,2] [added: millions)(1),(2)] | | |
| October 1, [removed: 2024] [added: 2025] to October 31, [removed: 2024] [added: 2025] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,352.3 | |
| November 1, [removed: 2024] [added: 2025] to November 30, [removed: 2024] [added: 2025] | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,352.3 | | |
| December 1, [removed: 2024] [added: 2025] to December 31, [removed: 2024] [added: 2025] | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,352.3 | | |
[removed: 1] [added: (1)] From the stock repurchase program's inception through December 31, [removed: 2024,] [added: 2025,] we have purchased 14,584,709
[removed: 2] [added: (2)] In November 2012, we announced the establishment of our stock repurchase program.
In January 2024, our [removed: board]
[added: board] of directors authorized an increase in the stock repurchase program to $3.8 billion and an extension of the term to [added: December 31, 2028.]
Incorporated, among other companies.
December 31, 2028.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
521 rewritten, 169 added, 124 removed, 943 unchanged
We have audited the accompanying consolidated statements of financial position of Huntington Ingalls Industries, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with [removed: 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: 2024,] [added: 2025,] 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: 6, 2025,] [added: 5, 2026,] expressed an unqualified opinion on the Company's internal control over financial reporting.
Revenue – Shipbuilding Contracts — Refer to Notes 2 and [removed: 6] [added: 7] to the financial statements
- We obtained the population of contracts during [removed: 2024] [added: 2025] 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 [removed: were riskier.][added: have an increased level of risk.]
We have audited the internal control over financial reporting of Huntington Ingalls Industries, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] of the Company and our report dated February [removed: 6, 2025,] [added: 5, 2026,] expressed an unqualified opinion on those financial statements.
| (in millions, except per share amounts) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Product sales | | | | | | $ | [removed: 7,464] [added: 8,133] | | | | | $ | [removed: 7,664] [added: 7,464] | | | | | $ | [removed: 7,283] [added: 7,664] | |
| Service revenues | | | | | | [removed: 4,071] [added: 4,351] | | | | | | [removed: 3,790] [added: 4,071] | | | | | | [removed: 3,393] [added: 3,790] | | |
| Sales and service revenues | | | | | | [removed: 11,535] [added: 12,484] | | | | | | [removed: 11,454] [added: 11,535] | | | | | | [removed: 10,676] [added: 11,454] | | |
| Cost of product sales | | | | | | [removed: 6,500] [added: 7,081] | | | | | | [removed: 6,467] [added: 6,500] | | | | | | [removed: 6,225] [added: 6,467] | | |
| Cost of service revenues | | | | | | [removed: 3,585] [added: 3,818] | | | | | | [removed: 3,341] [added: 3,585] | | | | | | [removed: 3,011] [added: 3,341] | | |
| Income from operating investments, net | | | | | | [removed: 49] [added: 46] | | | | | | [removed: 37] [added: 49] | | | | | | [removed: 48] [added: 37] | | |
| Other income and gains, net | | | | | | [removed: 9] [added: 3] | | | | | | [removed: 120] [added: 9] | | | | | | [removed: 1] [added: 120] | | |
| General and administrative expenses | | | | | | [removed: 973] [added: 977] | | | | | | [removed: 1,022] [added: 973] | | | | | | [removed: 924] [added: 1,022] | | |
| Operating income | | | | | | [removed: 535] [added: 657] | | | | | | [removed: 781] [added: 535] | | | | | | [removed: 565] [added: 781] | | |
| Interest expense | | | | | | [removed: (95)] [added: (105)] | | | | | | (95) | | | | | | [removed: (102)] [added: (95)] | | |
| Non-operating retirement benefit | | | | | | [removed: 179] [added: 190] | | | | | | [removed: 148] [added: 179] | | | | | | [removed: 276] [added: 148] | | |
| Other, net | | | | | | [removed: 24] [added: 35] | | | | | | [removed: 19] [added: 24] | | | | | | [removed: (20)] [added: 19] | | |
| Earnings before income taxes | | | | | | [removed: 643] [added: 777] | | | | | | [removed: 853] [added: 643] | | | | | | [removed: 719] [added: 853] | | |
| Federal and foreign income taxes | | | | | | [removed: 93] [added: 172] | | | | | | [removed: 172] [added: 93] | | | | | | [removed: 140] [added: 172] | | |
| Net earnings | | | | | | $ | [removed: 550] [added: 605] | | | | | $ | [removed: 681] [added: 550] | | | | | $ | [removed: 579] [added: 681] | |
| Basic earnings per share | | | | | | $ | [removed: 13.96] [added: 15.39] | | | | | $ | [removed: 17.07] [added: 13.96] | | | | | $ | [removed: 14.44] [added: 17.07] | |
| Weighted-average common shares outstanding | | | | | | [removed: 39.4] [added: 39.3] | | | | | | [removed: 39.9] [added: 39.4] | | | | | | [removed: 40.1] [added: 39.9] | | |
| Diluted earnings per share | | | | | | $ | [removed: 13.96] [added: 15.39] | | | | | $ | [removed: 17.07] [added: 13.96] | | | | | $ | [removed: 14.44] [added: 17.07] | |
| Weighted-average diluted shares outstanding | | | | | | [removed: 39.4] [added: 39.3] | | | | | | [removed: 39.9] [added: 39.4] | | | | | | [removed: 40.1] [added: 39.9] | | |
| Net earnings from above | | | | | | $ | [removed: 550] [added: 605] | | | | | $ | [removed: 681] [added: 550] | | | | | $ | [removed: 579] [added: 681] | |
| Change in unamortized benefit plan costs | | | | | | [removed: 528] [added: (33)] | | | | | | [removed: 238] [added: 528] | | | | | | [removed: 436] [added: 238] | | |
| Tax expense for items of other comprehensive income | | | | | | [removed: (134)] [added: (134)] | | | | | | [removed: (61)] | | | | | | [removed: (112)] [added: (134)] | | |
| Other comprehensive [removed: income,] [added: income (loss),] net of tax | | | | | | [removed: 394] [added: (25)] | | | | | | [removed: 177] [added: 394] | | | | | | [removed: 324] [added: 177] | | |
| Comprehensive income | | | | | | $ | [removed: 944] [added: 580] | | | | | $ | [removed: 858] [added: 944] | | | | | $ | [removed: 903] [added: 858] | |
| ($ in millions) | | | | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |
| Cash and cash equivalents | | | | | | $ | [removed: 831] [added: 774] | | | | | $ | [removed: 430] [added: 831] | |
| Accounts receivable, net | | | | | | [removed: 212] [added: 339] | | | | | | [removed: 461] [added: 212] | | |
| Contract assets | | | | | | [removed: 1,683] [added: 1,758] | | | | | | [removed: 1,537] [added: 1,683] | | |
| Inventoried [removed: costs, net] [added: costs] | | | | | | [removed: 208] [added: 219] | | | | | | [removed: 186] [added: 208] | | |
| Income taxes receivable | | | | | | [removed: 204] [added: 284] | | | | | | [removed: 183] [added: 204] | | |
| Prepaid expenses and other current assets | | | | | | [removed: 90] [added: 77] | | | | | | [removed: 83] [added: 90] | | |
February 5, 2026
February 5, 2026
| | | | | | | 6,480 | | | | | | 6,033 | | |
| ($ in millions) | | | | | | 2025 | | | | | | 2024 | | |
| Acquisitions of businesses | | | | | | (132) | | | | | | — | | | | | | — | | |
| Proceeds from sale of investments | | | | | | 5 | | | | | | — | | | | | | — | | |
| Net earnings | | | | | | | | | | | | — | | | | | | — | | | | | | 605 | | | | | | — | | | | | | — | | | | | | 605 | | |
| Other comprehensive loss, net of tax | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (25) | | | | | | (25) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance as of December 31, 2025 | | | | | | | | | | | | $ | 1 | | | | | $ | 2,087 | | | | | $ | 5,487 | | | | | $ | (2,449) | | | | | $ | (53) | | | | | $ | 5,073 | |
| Item 8. | | | [NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS](#i7b8c9522836f495ebf93c2bcd1868c5f_181) | | | [60](#i7b8c9522836f495ebf93c2bcd1868c5f_181) | | |
| 1. | | | [DESCRIPTION OF BUSINESS](#i7b8c9522836f495ebf93c2bcd1868c5f_184) | | | [61](#i7b8c9522836f495ebf93c2bcd1868c5f_184) | | |
| 2. | | | [SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](#i7b8c9522836f495ebf93c2bcd1868c5f_187) | | | [61](#i7b8c9522836f495ebf93c2bcd1868c5f_187) | | |
| 3. | | | [ACCOUNTING STANDARDS UPDATES](#i7b8c9522836f495ebf93c2bcd1868c5f_193) | | | [68](#i7b8c9522836f495ebf93c2bcd1868c5f_193) | | |
| 4. | | | [ACQUISITIONS](#i7b8c9522836f495ebf93c2bcd1868c5f_199) | | | [71](#i7b8c9522836f495ebf93c2bcd1868c5f_199) | | |
| 5. | | | [STOCKHOLDERS' EQUITY](#i7b8c9522836f495ebf93c2bcd1868c5f_205) | | | [69](#i7b8c9522836f495ebf93c2bcd1868c5f_205) | | |
| 6. | | | [EARNINGS PER SHARE](#i7b8c9522836f495ebf93c2bcd1868c5f_211) | | | [70](#i7b8c9522836f495ebf93c2bcd1868c5f_211) | | |
| 7. | | | [REVENUE](#i7b8c9522836f495ebf93c2bcd1868c5f_217) | | | [71](#i7b8c9522836f495ebf93c2bcd1868c5f_217) | | |
| 8. | | | [SEGMENT INFORMATION](#i7b8c9522836f495ebf93c2bcd1868c5f_220) | | | [75](#i7b8c9522836f495ebf93c2bcd1868c5f_220) | | |
| 9. | | | [ACCOUNTS RECEIVABLE](#i7b8c9522836f495ebf93c2bcd1868c5f_226) | | | [78](#i7b8c9522836f495ebf93c2bcd1868c5f_226) | | |
| 10. | | | [INVENTORIED COSTS](#i7b8c9522836f495ebf93c2bcd1868c5f_229) | | | [78](#i7b8c9522836f495ebf93c2bcd1868c5f_229) | | |
| 11. | | | [GOODWILL AND OTHER INTANGIBLE ASSETS](#i7b8c9522836f495ebf93c2bcd1868c5f_235) | | | [79](#i7b8c9522836f495ebf93c2bcd1868c5f_235) | | |
| 12. | | | [INCOME TAXES](#i7b8c9522836f495ebf93c2bcd1868c5f_241) | | | [79](#i7b8c9522836f495ebf93c2bcd1868c5f_241) | | |
| 13. | | | [DEBT](#i7b8c9522836f495ebf93c2bcd1868c5f_247) | | | [83](#i7b8c9522836f495ebf93c2bcd1868c5f_247) | | |
| 14. | | | [INVESTIGATIONS, CLAIMS, AND LITIGATION](#i7b8c9522836f495ebf93c2bcd1868c5f_253) | | | [84](#i7b8c9522836f495ebf93c2bcd1868c5f_253) | | |
| 15. | | | [LEASES](#i7b8c9522836f495ebf93c2bcd1868c5f_256) | | | [86](#i7b8c9522836f495ebf93c2bcd1868c5f_256) | | |
| 16. | | | [COMMITMENTS AND CONTINGENCIES](#i7b8c9522836f495ebf93c2bcd1868c5f_259) | | | [87](#i7b8c9522836f495ebf93c2bcd1868c5f_259) | | |
| 17. | | | [EMPLOYEE PENSION AND OTHER POSTRETIREMENT BENEFITS](#i7b8c9522836f495ebf93c2bcd1868c5f_262) | | | [88](#i7b8c9522836f495ebf93c2bcd1868c5f_262) | | |
| 18. | | | [STOCK COMPENSATION PLANS](#i7b8c9522836f495ebf93c2bcd1868c5f_268) | | | [96](#i7b8c9522836f495ebf93c2bcd1868c5f_268) | | |
| 19. | | | [SUBSIDIARY GUARANTORS](#i7b8c9522836f495ebf93c2bcd1868c5f_274) | | | [98](#i7b8c9522836f495ebf93c2bcd1868c5f_274) | | |
Transaction price reflects the amount of consideration to which the Company expects to be entitled for performance under the terms and conditions of the contract.
*Fair Value of Financial Instruments* \- In measuring fair value, the use of observable inputs is required to be maximized, where available.
the penalty in the period the tax position is claimed or expected to be claimed in its tax return.
*Cloud Computing Arrangements -* Certain costs to implement cloud computing service arrangements hosted by third party vendors are capitalized when incurred during the application development stage.
Implementation costs are subsequently amortized using the straight-line method over the expected term of the related cloud computing service arrangement, generally ten years or less.
Capitalized implementation costs are reported net of accumulated amortization within miscellaneous other assets on the consolidated statements of financial position and are not material as of December 31, 2025 and 2024.
consolidated statements of financial position.
The Company's workers' compensation liability
The loan receivable is not material for the years ended December 31, 2025 and 2024.
The expected return on plan assets component of retirement related costs is used to calculate net periodic expense, based on such factors as historical returns, targeted asset allocations, investment policy, duration, expected future long-term performance of individual asset classes, interest rates, inflation, portfolio volatility, investment management and administrative fees, and risk management strategies.
February 6, 2025
| | | | | | | 6,033 | | | | | | 5,763 | | |
| Balance as of December 31, 2021 | | | | | | | | | | | | $ | 1 | | | | | $ | 1,998 | | | | | $ | 3,891 | | | | | $ | (2,159) | | | | | $ | (923) | | | | | $ | 2,808 | |
| Treasury stock activity | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (163) | | | | | | — | | | | | | (163) | | |
| Item 8. | | | [N](#i53ba3f22ec5b4129852c29a80762b6b1_175)[OTES](#i53ba3f22ec5b4129852c29a80762b6b1_175) [](#i53ba3f22ec5b4129852c29a80762b6b1_175)[TO THE CONSOLIDATED FINANC](#i53ba3f22ec5b4129852c29a80762b6b1_175)[IAL STATEMENTS](#i53ba3f22ec5b4129852c29a80762b6b1_175) | | | [64](#i53ba3f22ec5b4129852c29a80762b6b1_175) | | |
| 1. | | | [D](#i53ba3f22ec5b4129852c29a80762b6b1_178)[ESCRIPTION OF BUSINESS](#i53ba3f22ec5b4129852c29a80762b6b1_178) | | | [65](#i53ba3f22ec5b4129852c29a80762b6b1_178) | | |
| 2. | | | [S](#i53ba3f22ec5b4129852c29a80762b6b1_181)[UMM](#i53ba3f22ec5b4129852c29a80762b6b1_181)[ARY OF SIGNIFICANT ACCOUNTING POLICIES](#i53ba3f22ec5b4129852c29a80762b6b1_181) | | | [65](#i53ba3f22ec5b4129852c29a80762b6b1_181) | | |
| 3. | | | [A](#i53ba3f22ec5b4129852c29a80762b6b1_187)[CCOUNTING STANDARDS UPDAT](#i53ba3f22ec5b4129852c29a80762b6b1_187)[ES](#i53ba3f22ec5b4129852c29a80762b6b1_187) | | | [71](#i53ba3f22ec5b4129852c29a80762b6b1_187) | | |
| 4. | | | [S](#i53ba3f22ec5b4129852c29a80762b6b1_199)[TOCKHOLDERS' EQUITY](#i53ba3f22ec5b4129852c29a80762b6b1_199) | | | [72](#i53ba3f22ec5b4129852c29a80762b6b1_199) | | |
| 5. | | | [E](#i53ba3f22ec5b4129852c29a80762b6b1_205)[ARNINGS PER SHARE](#i53ba3f22ec5b4129852c29a80762b6b1_205) | | | [73](#i53ba3f22ec5b4129852c29a80762b6b1_205) | | |
| 6. | | | [R](#i53ba3f22ec5b4129852c29a80762b6b1_211)[EVENUE](#i53ba3f22ec5b4129852c29a80762b6b1_211) | | | [74](#i53ba3f22ec5b4129852c29a80762b6b1_211) | | |
| 7. | | | [S](#i53ba3f22ec5b4129852c29a80762b6b1_214)[EGMENT INFORMATION](#i53ba3f22ec5b4129852c29a80762b6b1_214) | | | [78](#i53ba3f22ec5b4129852c29a80762b6b1_214) | | |
| 8. | | | [A](#i53ba3f22ec5b4129852c29a80762b6b1_220)[CCOUNTS RECEIVABLE](#i53ba3f22ec5b4129852c29a80762b6b1_220) | | | [81](#i53ba3f22ec5b4129852c29a80762b6b1_220) | | |
| 9. | | | [I](#i53ba3f22ec5b4129852c29a80762b6b1_223)[NVENTORIED COSTS, NET](#i53ba3f22ec5b4129852c29a80762b6b1_223) | | | [82](#i53ba3f22ec5b4129852c29a80762b6b1_223) | | |
| 10. | | | [G](#i53ba3f22ec5b4129852c29a80762b6b1_229)[OODWILL AND OTHER INTANGIBLE](#i53ba3f22ec5b4129852c29a80762b6b1_229) [](#i53ba3f22ec5b4129852c29a80762b6b1_229)[ASSETS](#i53ba3f22ec5b4129852c29a80762b6b1_229) | | | [82](#i53ba3f22ec5b4129852c29a80762b6b1_229) | | |
| 11. | | | [I](#i53ba3f22ec5b4129852c29a80762b6b1_235)[NCOME TAXES](#i53ba3f22ec5b4129852c29a80762b6b1_235) | | | [83](#i53ba3f22ec5b4129852c29a80762b6b1_235) | | |
| 12. | | | [D](#i53ba3f22ec5b4129852c29a80762b6b1_241)[EBT](#i53ba3f22ec5b4129852c29a80762b6b1_241) | | | [87](#i53ba3f22ec5b4129852c29a80762b6b1_241) | | |
| 13. | | | [I](#i53ba3f22ec5b4129852c29a80762b6b1_247)[NVESTI](#i53ba3f22ec5b4129852c29a80762b6b1_247)[GATIONS](#i53ba3f22ec5b4129852c29a80762b6b1_247)[, CLAIMS, AND L](#i53ba3f22ec5b4129852c29a80762b6b1_247)[ITIGATION](#i53ba3f22ec5b4129852c29a80762b6b1_247) | | | [88](#i53ba3f22ec5b4129852c29a80762b6b1_247) | | |
| 14. | | | [L](#i53ba3f22ec5b4129852c29a80762b6b1_250)[EASES](#i53ba3f22ec5b4129852c29a80762b6b1_250) | | | [89](#i53ba3f22ec5b4129852c29a80762b6b1_250) | | |
| 15. | | | [C](#i53ba3f22ec5b4129852c29a80762b6b1_253)[OMMITMENTS AND CONTINGENCIES](#i53ba3f22ec5b4129852c29a80762b6b1_253) | | | [90](#i53ba3f22ec5b4129852c29a80762b6b1_253) | | |
| 16. | | | [E](#i53ba3f22ec5b4129852c29a80762b6b1_256)[MPLOYEE PENSION AND OTHER POSTRETIREMENT](#i53ba3f22ec5b4129852c29a80762b6b1_256) [BENE](#i53ba3f22ec5b4129852c29a80762b6b1_256)[FITS](#i53ba3f22ec5b4129852c29a80762b6b1_256) | | | [91](#i53ba3f22ec5b4129852c29a80762b6b1_256) | | |
| 17. | | | [S](#i53ba3f22ec5b4129852c29a80762b6b1_262)[TOCK COMPENSATION P](#i53ba3f22ec5b4129852c29a80762b6b1_262)[LANS](#i53ba3f22ec5b4129852c29a80762b6b1_262) | | | [99](#i53ba3f22ec5b4129852c29a80762b6b1_262) | | |
| 18. | | | [S](#i53ba3f22ec5b4129852c29a80762b6b1_268)[UBSIDIARY GUARANTORS](#i53ba3f22ec5b4129852c29a80762b6b1_268) | | | [101](#i53ba3f22ec5b4129852c29a80762b6b1_268) | | |
| 19. | | | [SUBSEQUENT EVENTS](#i53ba3f22ec5b4129852c29a80762b6b1_271) | | | [102](#i53ba3f22ec5b4129852c29a80762b6b1_271) | | |
*Fair Value of Financial Instruments* \- The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.
Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.
The accounting standard provides a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available.
The Company tests for impairment of goodwill by assessing qualitative factors to determine whether it is more likely than not that the fair value of the goodwill allocated to the reporting unit is less than its carrying amount.
The Company evaluates the recoverability of its intangible long-lived assets when changes in economic circumstances or business objectives indicate the carrying value may not be recoverable.
The expected return on plan assets component of retirement related costs is used to calculate net periodic expense.
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires, among other things, segment disclosures of significant expenses that are regularly reported to the chief operating decision maker and the nature of segment expense information used to manage operations.
See Note 7: Segment Information.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about the effective tax rate reconciliation and taxes paid, including additional information on taxes paid that meet a quantitative threshold.
The guidance is effective for annual
The Company early adopted the guidance on a retrospective basis for the annual reporting period ending December 31, 2024, and the guidance did not have a material impact on the Company’s consolidated financial statements.
See Note 11: Income Taxes.
| Net current period other comprehensive income | | | | | | 394 | | | | | | | | | | | | 394 | | |
Restricted Performance Stock Rights ("RPSRs") and 0.1 million Restricted Stock Rights ("RSRs") for the year ended December 31, 2024, and 0.4 million RPSRs for each of the years ended December 31, 2023 and 2022.
Transaction price is limited to the extent of funding allotted by the customer and available for performance, and
| Product sales | | | | | | $ | 2,372 | | | | | $ | 4,821 | | | | | $ | 90 | | | | | $ | — | | | | | $ | 7,283 | |
An excerpt. Shown here: 40 of 521 rewritten, 40 of 169 added and 40 of 124 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2025 filing and the FY2024 filing.
Item 9A. CONTROLS AND PROCEDURES
5 rewritten, 0 added, 1 removed, 8 unchanged
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: 2024.][added: 2025.]
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: 2024,] [added: 2025,] 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.
There have been no changes in our internal control over financial reporting that occurred during the three months ended December 31, [removed: 2024,] [added: 2025,] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Based on its assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria in *Internal Control – Integrated Framework* (*2013*), issued by the COSO.
[added: The effectiveness of the Company’s internal control over financial reporting as of] December 31, [removed: 2024,] [added: 2025,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8.
The effectiveness of the Company’s internal control over financial reporting as of
Item 9B. OTHER INFORMATION
1 rewritten, 0 added, 0 removed, 1 unchanged
During the quarter ended December 31, [removed: 2024,] [added: 2025,] none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
0 rewritten, 1 added, 1 removed, 1 unchanged
None.
Not applicable.
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
18 rewritten, 2 added, 36 removed, 51 unchanged
Information regarding our directors will be incorporated herein by reference to the Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the end of the Company's fiscal year.
Our executive officers as of February [removed: 6, 2025] [added: 5, 2026] are listed below, along with their ages, position currently held, and business experience during at least the last five years.
| Christopher D. Kastner | | | | | | [removed: 61] [added: 62] | | | | | | President and Chief Executive Officer | | |
| Brian D. Blanchette | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President and President, Ingalls Shipbuilding | | |
| [removed: Todd R. Borkey] [added: Chad N. Boudreaux] | | | | | | [removed: 61] [added: 52] | | | | | | Executive Vice President and Chief [removed: Technology] [added: Legal] Officer | | |
| [removed: Chad N. Boudreaux] [added: Thomas E. Stiehle] | | | | | | [removed: 51] [added: 60] | | | | | | Executive Vice President and Chief [removed: Legal] [added: Financial] Officer | | |
| Eric D. Chewning | | | | | | [removed: 47] [added: 48] | | | | | | Executive Vice President, [added: Maritime Systems & Corporate] Strategy [removed: and Development] | | |
| Edgar A. Green III | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President and President, Mission Technologies | | |
| [removed: Paul C. Harris] [added: Edmond E. Hughes] | | | | | | [removed: 60] [added: 62] | | | | | | Executive Vice [removed: President, Chief Sustainability] [added: President] and [removed: Compliance] [added: Chief Human Resources] Officer | | |
| Nicolas G. Schuck | | | | | | [removed: 51] [added: 52] | | | | | | Corporate Vice President, Controller and Chief Accounting Officer | | |
| Kara R. Wilkinson | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President and President, Newport News Shipbuilding | | |
Chewning, Executive Vice President, [removed: Strategy and Development*] [added: Maritime Systems & Corporate Strategy*] – Mr. Chewning has served as Executive Vice President, [added: Maritime Systems & Corporate] Strategy [removed: and Development] since [removed: January 2023.][added: August 2025.]
Prior to that, he served as [removed: the] Assistant Controller at our Newport News Shipbuilding division and as Corporate Assistant Controller.
Mr. Stiehle is responsible for the Company’s business management functions, including investor relations, treasury, internal audit, contracts, accounting, financial reporting, planning and analysis, [removed: rates] and [removed: budgets and mergers] [added: rates] and [removed: acquisitions.][added: budgets.]
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: 2025] [added: 2026] Annual Meeting of Stockholders.
Accordingly, such information should not be considered part of this [removed: report..][added: report.]
Information concerning our Insider Trading Policy, will be incorporated herein by reference to the Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders.
Other disclosures required by this Item will be incorporated herein by reference to the Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders.
From January 2023 to August 2025, he served as Executive Vice President, Strategy and Development.
Before joining HII, Mr. Schuck served as Director, Finance for ManTech International Corporation and previously worked in public accounting with PricewaterhouseCoopers and Arthur Andersen.
| Jennifer R. Boykin | | | | | | 60 | | | | | | Executive Vice President, Special Projects | | |
| Brooke A. Hart | | | | | | 54 | | | | | | Executive Vice President, Communications | | |
| Stewart H. Holmes | | | | | | 63 | | | | | | Executive Vice President, Government and Customer Relations | | |
| Edmond E. Hughes | | | | | | 61 | | | | | | Executive Vice President and Chief Human Resources Officer | | |
| Stephen R. Powell | | | | | | 60 | | | | | | Corporate Vice President and Treasurer | | |
| Christopher W. Soong | | | | | | 52 | | | | | | Executive Vice President and Chief Information Officer | | |
| Thomas E. Stiehle | | | | | | 59 | | | | | | Executive Vice President and Chief Financial Officer | | |
*Todd A.
Borkey, Executive Vice President and Chief Technology Officer* – Mr. Borkey has served as Executive Vice President and Chief Technology Officer since September 2022.
Prior to that, he served as he served as Chief Technology Officer at Alion Science and Technology from October 2017 and continued in that role following the Company's acquisition of Alion until September 2022.
Before joining Alion, Mr. Borkey served as CTO for Thales Defense and Security and DRS Defense Solutions.
*Jennifer R.
Boykin, Executive Vice President, Special Projects* – Ms. Boykin has served as Executive Vice President, Special Projects since January 2025.
She began her career in the Newport News Shipbuilding nuclear engineering division in 1987 and held positions of increasing responsibility at Newport News Shipbuilding, including as Vice President of Engineering and Design and Vice President of Quality and Process Excellence, until serving as Executive Vice President and President, Newport News Shipbuilding from July 2017 to December 2024.
*Paul C.
Harris, Executive Vice President and Chief Sustainability and Compliance Officer* – Mr. Harris has served as Executive Vice President and Chief Sustainability and Compliance Officer since March 2022, and from September 2020 to March 2022, he served as Corporate Vice President, Chief Compliance and Privacy Officer.
Before joining HII, Mr. Harris served as Senior Vice President at Hampton University from September 2016 to September 2020.
Mr. Harris was a Member of the Virginia House of Delegates from 1998 to 2001.
*Brooke A.
Hart, Executive Vice President, Communications* – Ms. Hart has served as Executive Vice President, Communications since September 2021.
Prior to joining HII, she served as Vice President of Communications and Brand at Sierra Nevada Corporation, a defense contractor, from August 2015 until September 2021.
In prior roles, Ms. Hart served as Vice President at Disruption Corporation and Crystal Tech Fund and as Senior Communications Officer at The Pew Charitable Trusts.
*Stewart H.
Holmes, Executive Vice President, Government and Customer Relations* – Mr. Holmes has served as Executive Vice President, Government and Customer Relations since September 2021.
From April 2017 until September 2021, he served as Senior Vice President of Washington Operations for Textron Inc..
In prior roles, Mr. Holmes served as the staff director/minority clerk for the Senate Appropriations Subcommittee on Defense, a staff member for the Senate Appropriations Committee and as an aide to Sen.
Thad Cochran of Mississippi.
Mr. Holmes served in the U.S. Marine Corps for more than two decades.
*Stephen R.
Powell*, *Corporate Vice President and Treasurer* – Mr. Powell has served as Corporate Vice President and Treasurer since January 2025.
He previously served as Corporate Director and Assistant Treasurer from March 2011 to December 2024.
From 2001 to 2011, Mr. Powell was responsible for treasury, overhead and capital planning for Northrop Grumman Shipbuilding.
*Christopher W.
Soong, Executive Vice President and Chief Information Officer* – Mr. Soong has served as Executive Vice President and Chief Information Officer since April 2023.
Prior to that, he served as Chief Information Officer for Mission Technologies from August 2021 to April 2023.
From October 2018 to August 2021, Mr. Soong served as Senior Vice President and Chief Information Officer at Alion Science and Technology.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 1 removed, 0 unchanged
Information concerning executive compensation (other than information related to pay-for-performance), including information concerning [removed: compensation committee] [added: Compensation Committee] interlocks, insider participation, and the [removed: compensation committee][added: Compensation Committee report, will be incorporated herein by reference to the Proxy Statement for our 2026 Annual Meeting of Stockholders.]
report, will be incorporated herein by reference to the Proxy Statement for our 2025 Annual Meeting of Stockholders.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
4 rewritten, 1 added, 1 removed, 9 unchanged
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: 2025] [added: 2026] Annual Meeting of Stockholders.
The following table provides information regarding the equity securities available for issuance under our equity compensation plans as of December 31, [removed: 2024:][added: 2025:]
| Equity compensation plans approved by security holders | | | | | | [removed: 549,706] [added: 662,541] | | | | | | $0.00 | | | | | | [removed: 1,107,849] [added: 897,615] | | |
These shares were comprised of [removed: 14,972] [added: 21,651] stock rights granted under the 2011 Plan, [removed: 50,216 stock rights and 144,515 restricted performance] [added: 42,578] stock rights granted under the 2012 Plan, and [removed: 16,199] [added: 26,491] stock rights, [removed: 82,346] [added: 181,111] restricted stock rights, and [removed: 241,458] [added: 390,710] restricted performance stock rights granted under the 2022 Plan, assuming target performance achievement.
| Total | | | | | | 662,541 | | | | | | $0.00 | | | | | | 897,615 | | |
| Total | | | | | | 549,706 | | | | | | $0.00 | | | | | | 1,107,849 | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
Information as to certain relationships and related [removed: transactions] [added: transactions,] and director independence will be incorporated herein by reference to the Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
Information as to principal accountant fees and services will be incorporated herein by reference to the Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
65 rewritten, 1 added, 11 removed, 105 unchanged
| Year Ended December 31, [removed: 2022] [added: 2025] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valuation allowance for deferred tax assets | | | | | | $ | [removed: 22] [added: 28] | | | | | $ | [removed: 2] [added: 1] | | | | | $ | [removed: 4] [added: —] | | | | | $ | [removed: 28] [added: 29] | |
| Valuation allowance for deferred tax assets | | | | | | [removed: 28] [added: 29] | | | | | | [removed: 1] [added: (3)] | | | | | | — | | | | | | [removed: 29] [added: 26] | | |
| Valuation allowance for deferred tax assets | | | | | | $ | [removed: 29] [added: 26] | | | | | $ | [removed: (3)] [added: (1)] | | | | | $ | — | | | | | $ | [removed: 26] [added: 25] | |
| 3.1 | | | | | | [Restated Certificate of Incorporation of Huntington Ingalls Industries, [removed: Inc., filed March] [added: I](https://www.sec.gov/Archives/edgar/data/1501585/000150158525000040/ex31huntingtoningallsresta.htm)[nc.,](https://www.sec.gov/Archives/edgar/data/1501585/000150158525000040/ex31huntingtoningallsresta.htm) [dated April] 30, [removed: 2011 (incorporated] [added: 2025](https://www.sec.gov/Archives/edgar/data/1501585/000150158525000040/ex31huntingtoningallsresta.htm) [](https://www.sec.gov/Archives/edgar/data/1501585/000150158525000040/ex31huntingtoningallsresta.htm)[(incorporated] by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed [removed: on April 4, 2011).](https://www.sec.gov/Archives/edgar/data/1501585/000095012311032558/v59141exv3w1.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1501585/000150158525000040/ex31huntingtoningallsresta.htm) [May 5, 2025](https://www.sec.gov/Archives/edgar/data/1501585/000150158525000040/ex31huntingtoningallsresta.htm)[, File No. 001-34910](https://www.sec.gov/Archives/edgar/data/1501585/000150158525000040/ex31huntingtoningallsresta.htm)[).](https://www.sec.gov/Archives/edgar/data/1501585/000150158525000040/ex31huntingtoningallsresta.htm)] | | |
| 3.2 | | | | | | [removed: [Certificate of Amendment to the Restated Certificate of Incorporation] [added: [Restated Bylaws] of Huntington Ingalls Industries, Inc., dated [removed: May 28, 2014] [added: April 30, 2025] (incorporated by reference to Exhibit 3.2 to the [removed: Company’s Quarterly] [added: Company's Current] Report on Form [removed: 10-Q] [added: 8-K] filed on [removed: August 7, 2014).](https://www.sec.gov/Archives/edgar/data/1501585/000150158514000034/hii-ex32q22014.htm)] [added: May 5, 2025, File No. 001-34910).](https://www.sec.gov/Archives/edgar/data/1501585/000150158525000040/ex32hii-restatedbylaws0430.htm)] | | |
| [removed: 3.3] [added: 10.21*] | | | | | | [removed: [Certificate of Amendment to the Restated Certificate of Incorporation of Huntington] [added: [Huntington] Ingalls Industries, [removed: Inc., dated May 21, 2015] [added: Inc. Special Officer Retiree Medical Plan] (incorporated by reference to Exhibit [removed: 3.3] [added: 10.24] to the [removed: Company’s Quarterly Report] [added: Company's Amendment No. 4 to Registration Statement] on Form [removed: 10-Q] [added: 10] filed on [removed: August 6, 2015).](https://www.sec.gov/Archives/edgar/data/1501585/000150158515000027/hii-ex33q22015.htm)] [added: January 18, 2011).](https://www.sec.gov/Archives/edgar/data/1501585/000095012311003504/a57513a4exv10w24.htm)] | | |
| [removed: 3.5] [added: 10.22*] | | | | | | [removed: [Restated Bylaws of Huntington] [added: [Huntington] Ingalls Industries, Inc. [added: 2011 Long-Term Incentive Stock Plan] (incorporated by reference to Exhibit [removed: 3.1] [added: 10.25] to the Company's [removed: Current Report] [added: Amendment No. 8 to Registration Statement] on Form [removed: 8-K] [added: 10] filed on [removed: November 8, 2022).](https://www.sec.gov/Archives/edgar/data/1501585/000119312522280169/d418198dex31.htm)] [added: March 15, 2011).](https://www.sec.gov/Archives/edgar/data/1501585/000095012311025413/y57513a8exv10w25.htm)] | | |
| 4.1 | | | | | | [Indenture, dated as of December 1, 2017, by and among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 [removed: to](https://www.sec.gov/Archives/edgar/data/1501585/000119312517359540/d462758dex41.htm) [Form] [added: to Form] 8-K filed on December 4, 2017).](https://www.sec.gov/Archives/edgar/data/1501585/000119312517359540/d462758dex41.htm) | | |
| 4.2 | | | | | | [First Supplemental Indenture, dated as of August 27, 2019, to the Indenture, dated as of December 1, 2017, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 [removed: to](https://www.sec.gov/Archives/edgar/data/1501585/000150158519000026/exhibit42.htm) [Form] [added: to Form] 10-Q filed on November 7, 2019).](https://www.sec.gov/Archives/edgar/data/1501585/000150158519000026/exhibit42.htm) | | |
| 4.3 | | | | | | [Second Supplemental Indenture, dated as of June 30, 2020, to the Indenture, dated as of December 1, 2017, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 [removed: to](https://www.sec.gov/Archives/edgar/data/1501585/000150158521000008/hii-ex43202010xk.htm) [Form] [added: to Form] 10-K filed on February 11, 2021).](https://www.sec.gov/Archives/edgar/data/1501585/000150158521000008/hii-ex43202010xk.htm) | | |
| 4.4 | | | | | | [Third Supplemental Indenture, dated as of December 14, 2021, to the Indenture, dated as of December 1, 2017, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.4 [removed: to](https://www.sec.gov/Archives/edgar/data/1501585/000150158522000007/hii-ex44202110xk.htm) [Form] [added: to Form] 10-K filed on February 10, 2022).](https://www.sec.gov/Archives/edgar/data/1501585/000150158522000007/hii-ex44202110xk.htm) | | |
| 4.5 | | | | | | [Indenture, dated March 30, 2020, by and among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 [removed: to](https://www.sec.gov/Archives/edgar/data/1501585/000119312520091072/d908906dex41.htm) [Form] [added: to Form] 8-K filed on March 30, 2020).](https://www.sec.gov/Archives/edgar/data/1501585/000119312520091072/d908906dex41.htm) | | |
| 4.8 | | | | | | [Indenture, dated as of August 16, 2021, by and among Huntington Ingalls Industries, Inc., certain subsidiaries of Huntington Ingalls Industries, Inc., and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 [removed: to](https://www.sec.gov/Archives/edgar/data/1501585/000119312521247744/d199506dex41.htm) [Form] [added: to Form] 8–K filed on August 16, 2021).](https://www.sec.gov/Archives/edgar/data/1501585/000119312521247744/d199506dex41.htm) | | |
| 4.9 | | | | | | [First Supplemental Indenture, dated as of December 14, 2021, to the Indenture, dated as of August 16, 2021, by and among Huntington Ingalls Industries, Inc., certain subsidiaries of Huntington Ingalls Industries, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.9 [removed: to](https://www.sec.gov/Archives/edgar/data/1501585/000150158522000007/hii-ex49202110xk.htm) [Form] [added: to Form] 10-K filed on February 10, 2022).](https://www.sec.gov/Archives/edgar/data/1501585/000150158522000007/hii-ex49202110xk.htm) | | |
| 4.10 | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1501585/000150158525000006/hii-ex410202410xk.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1501585/000150158526000006/hii-ex410202510xk.htm)] | | |
| 4.11 | | | | | | [Indenture, dated as November 18, 2024, among Huntington Ingalls Industries, Inc., the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed November 18, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1501585/000119312524260914/d838389dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/1501585/000119312524260914/d838389dex41.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1501585/000119312524260914/d838389dex41.htm)] | | |
| 4.12 | | | | | | [First Supplemental Indenture, dated as of November 18, 2024, among Huntington Ingalls Industries, Inc., the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee, relating to 5.353% Senior Notes due 2030 and 5.749% Senior Notes due 2035 (incorporated by reference to Exhibit 4.2 to Form 8-K filed November 18, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1501585/000119312524260914/d838389dex42.htm)[).](https://www.sec.gov/Archives/edgar/data/1501585/000119312524260914/d838389dex42.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1501585/000119312524260914/d838389dex42.htm)] | | |
| 4.13 | | | | | | [Form of 5.353% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to Form 8-K filed November 18, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1501585/000119312524260914/d838389dex42.htm)[).](https://www.sec.gov/Archives/edgar/data/1501585/000119312524260914/d838389dex42.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1501585/000119312524260914/d838389dex42.htm)] | | |
| 4.14 | | | | | | [Form of 5.749% Senior Notes due 2035 (incorporated by reference to Exhibit 4.2 to Form 8-K filed November 18, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1501585/000119312524260914/d838389dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/1501585/000119312524260914/d838389dex42.htm)[.](https://www.sec.gov/Archives/edgar/data/1501585/000119312524260914/d838389dex42.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1501585/000119312524260914/d838389dex42.htm)] | | |
| [removed: 10.1] [added: 10.38] | | | | | | [removed: [Amended] [added: [Second Amended] and Restated [removed: Revolving] Credit Agreement, dated [removed: as of August 2, 2021,] [added: September 17, 2024,] among [removed: Huntington Ingalls Industries, Inc.,] the [added: Company, the] lenders party thereto, [removed: and] JPMorgan Chase Bank, N.A., as [removed: Administrative Agent] [added: administrative agent] and an [removed: Issuing Bank] [added: issuing bank and certain other issuing banks] (incorporated by reference to Exhibit 10.1 [removed: to](https://www.sec.gov/Archives/edgar/data/1501585/000150158521000029/exhibit101amendedandrestat.htm) [Form 10-Q] [added: to Form 8-K] filed on [removed: August 5, 2021](https://www.sec.gov/Archives/edgar/data/1501585/000150158521000029/exhibit101amendedandrestat.htm)[,] [added: September 17, 2024,] File No. [removed: 001-34910](https://www.sec.gov/Archives/edgar/data/1501585/000150158521000029/exhibit101amendedandrestat.htm)[).](https://www.sec.gov/Archives/edgar/data/1501585/000150158521000029/exhibit101amendedandrestat.htm)] [added: 001-34910).](https://www.sec.gov/Archives/edgar/data/0001501585/000119312524220532/d884280dex101.htm)] | | |
| [removed: 10.2] [added: 10.3] | | | | | | [removed: [Credit] [added: [Tax Matters] Agreement, dated as of [removed: August 2, 2021,] [added: March 29, 2011,] among [added: Northrop Grumman Corporation (formerly New P, Inc.),] Huntington Ingalls Industries, [removed: Inc., the lenders party thereto,] [added: Inc.] and [removed: JPMorgan Chase Bank, N.A., as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1501585/000150158521000029/exhibit102creditagreement.htm) [(incorporated] [added: Titan II Inc. (formerly Northrop Grumman Corporation) (incorporated] by reference to Exhibit [removed: 10.2 to](https://www.sec.gov/Archives/edgar/data/1501585/000150158521000029/exhibit102creditagreement.htm) [Form 10-Q] [added: 10.5 to Form 8-K] filed on [removed: August 5, 2021](https://www.sec.gov/Archives/edgar/data/1501585/000150158521000029/exhibit102creditagreement.htm)[,] [added: April 4, 2011,] File No. [removed: 001-34910](https://www.sec.gov/Archives/edgar/data/1501585/000150158521000029/exhibit102creditagreement.htm)[).](https://www.sec.gov/Archives/edgar/data/1501585/000150158521000029/exhibit102creditagreement.htm)] [added: 001-34910).](https://www.sec.gov/Archives/edgar/data/1501585/000095012311032558/v59141exv10w5.htm)] | | |
| [removed: 10.3] [added: 10.1] | | | | | | [Form of Amended and Restated Indemnification Agreement and Schedule of directors and officers who have entered into such agreement (incorporated by reference to Exhibit 10.2 [removed: to](https://www.sec.gov/Archives/edgar/data/1501585/000150158515000005/hii-ex102201410xk.htm) [Form] [added: to Form] 10-K filed on February 19, [removed: 2015](https://www.sec.gov/Archives/edgar/data/1501585/000150158515000005/hii-ex102201410xk.htm)[,] [added: 2015,] File No. [removed: 001-34910](https://www.sec.gov/Archives/edgar/data/1501585/000150158515000005/hii-ex102201410xk.htm)[).](https://www.sec.gov/Archives/edgar/data/1501585/000150158515000005/hii-ex102201410xk.htm)] [added: 001-34910).](https://www.sec.gov/Archives/edgar/data/1501585/000150158515000005/hii-ex102201410xk.htm)] | | |
| [removed: 10.4] [added: 10.2] | | | | | | [Intellectual Property License Agreement, dated as of March 29, 2011, between Northrop Grumman Systems Corporation and Northrop Grumman Shipbuilding, Inc. (incorporated by reference to Exhibit 10.4 to Form 8-K filed on April 4, 2011, File No. 001-34910).](https://www.sec.gov/Archives/edgar/data/1501585/000095012311032558/v59141exv10w4.htm) | | |
| [removed: 10.5] [added: 10.10] | | | | | | [removed: [Tax Matters] [added: [Ingalls Guaranty Performance, Indemnity and Termination] Agreement, dated as of March 29, 2011, among [removed: Northrop Grumman Corporation (formerly New P, Inc.),] Huntington Ingalls Industries, [removed: Inc.] [added: Inc., Northrop Grumman Systems Corporation] and [removed: Titan II Inc. (formerly] Northrop Grumman [removed: Corporation)] [added: Shipbuilding, Inc.] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.8] to Form [removed: 8-K] [added: 10-Q] filed on [removed: April 4,] [added: May 11,] 2011, File No. [removed: 001-34910).](https://www.sec.gov/Archives/edgar/data/1501585/000095012311032558/v59141exv10w5.htm)] [added: 001-34910).](https://www.sec.gov/Archives/edgar/data/1501585/000119312511135205/dex108.htm)] | | |
| [removed: 10.6] [added: 10.4] | | | | | | [removed: [Loan Agreement,] [added: [Indenture of Trust,] dated as of May 1, 1999, between [removed: Ingalls Shipbuilding, Inc. and] the Mississippi Business Finance Corporation [added: and the First National Bank of Chicago, as Trustee,] relating to the Economic Development Revenue Bonds (Ingalls Shipbuilding, Inc. Project) Taxable Series 1999A due 2024 (incorporated by reference to Exhibit [removed: 10.6] [added: 10.7] to the Company's Amendment No. 1 to Registration Statement on Form 10 filed on November 24, [removed: 2010).](https://www.sec.gov/Archives/edgar/data/1501585/000095012310108394/v57513a1exv10w6.htm)] [added: 2010).](https://www.sec.gov/Archives/edgar/data/1501585/000095012310108394/v57513a1exv10w7.htm)] | | |
| [removed: 10.7] [added: 10.6] | | | | | | [removed: [Indenture of Trust,] [added: [Trust Indenture,] dated as of [removed: May] [added: December] 1, [removed: 1999,] [added: 2006,] between the Mississippi Business Finance Corporation and [removed: the First National] [added: The] Bank of [removed: Chicago,] [added: New York Trust Company, N.A.,] as Trustee, relating to the [removed: Economic] [added: Gulf Opportunity Zone Industrial] Development Revenue Bonds [removed: (Ingalls Shipbuilding,] [added: (Northrop Grumman Ship Systems,] Inc. [removed: Project) Taxable] [added: Project),] Series [removed: 1999A] [added: 2006] due [removed: 2024] [added: 2028] (incorporated by reference to Exhibit [removed: 10.7] [added: 10.9] to the Company's Amendment No. 1 to Registration Statement on Form 10 filed on November 24, [removed: 2010).](https://www.sec.gov/Archives/edgar/data/1501585/000095012310108394/v57513a1exv10w7.htm)] [added: 2010).](https://www.sec.gov/Archives/edgar/data/1501585/000095012310108394/v57513a1exv10w9.htm)] | | |
| [removed: 10.8] [added: 10.5] | | | | | | [Loan Agreement, dated as of December 1, 2006, between Northrop Grumman Ship Systems, Inc. and the Mississippi Business Finance Corporation relating to the Gulf Opportunity Zone Industrial Development Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project), Series 2006 due 2028 (incorporated by reference to Exhibit 10.8 to the Company's Amendment No. 1 to Registration Statement on Form 10 filed on November 24, 2010).](https://www.sec.gov/Archives/edgar/data/1501585/000095012310108394/v57513a1exv10w8.htm) | | |
| [removed: 10.9] [added: 10.7] | | | | | | [removed: [Trust Indenture,] [added: [Guaranty Agreement,] dated as of December 1, 2006, between [removed: the Mississippi Business Finance] [added: Northrop Grumman] Corporation and The Bank of New York Trust Company, N.A., as [removed: Trustee, relating to the Gulf Opportunity Zone Industrial Development Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project), Series 2006 due 2028] [added: Trustee] (incorporated by reference to Exhibit [removed: 10.9] [added: 10.12] to the Company's Amendment No. [removed: 1] [added: 2] to Registration Statement on Form 10 filed on [removed: November 24, 2010).](https://www.sec.gov/Archives/edgar/data/1501585/000095012310108394/v57513a1exv10w9.htm)] [added: December 21, 2010).](https://www.sec.gov/Archives/edgar/data/1501585/000095012310115299/v57513a2exv10w12.htm)] | | |
| 10.11 | | | | | | [removed: [Assumption of Guaranty of Litton Industries, Inc., dated as of January 1, 2003, by Northrop Grumman Systems Corporation] [added: [Huntington Ingalls Industries Supplemental Plan 2] (incorporated by reference to Exhibit [removed: 10.11] [added: 10.16] to the Company's Amendment No. [removed: 2] [added: 4] to Registration Statement on Form 10 filed on [removed: December 21, 2010).](https://www.sec.gov/Archives/edgar/data/1501585/000095012310115299/v57513a2exv10w11.htm)] [added: January 18, 2011) and Amendment to Appendix G to the plan.](https://www.sec.gov/Archives/edgar/data/1501585/000095012311003504/a57513a4exv10w16.htm)] | | |
| [removed: 10.13] [added: 10.8] | | | | | | [Performance and Indemnity Agreement, dated as of March 30, 2011, between Huntington Ingalls Industries, Inc. and Titan II Inc. (formerly Northrop Grumman Corporation) relating to the Gulf Opportunity Zone Industrial Development Revenue Bonds (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2011).](https://www.sec.gov/Archives/edgar/data/1501585/000119312511135205/dex106.htm) | | |
| [removed: 10.14] [added: 10.9] | | | | | | [Performance and Indemnity Agreement, dated as of March 30, 2011, between Huntington Ingalls Industries, Inc. and Titan II Inc. (formerly Northrop Grumman Corporation) relating to certain performance guarantees associated with certain U.S. Navy shipbuilding contracts (incorporated by reference to Exhibit 10.7 to Form 10-Q filed on May 11, 2011, File No. 001-34910).](https://www.sec.gov/Archives/edgar/data/1501585/000119312511135205/dex107.htm) | | |
| [removed: 10.15] [added: 97*] | | | | | | [removed: [Ingalls Guaranty Performance, Indemnity and Termination Agreement, dated as of March 29, 2011, among Huntington] [added: [Huntington] Ingalls Industries, [removed: Inc., Northrop Grumman Systems Corporation and Northrop Grumman Shipbuilding,] Inc. [added: Compensation Recovery Policy] (incorporated by reference to Exhibit [removed: 10.8] [added: 97] to Form [removed: 10-Q] [added: 10-K] filed on [removed: May 11, 2011,] [added: February 1, 2024,] File No. [removed: 001-34910).](https://www.sec.gov/Archives/edgar/data/1501585/000119312511135205/dex108.htm)] [added: 001-34910).](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex97202310xk.htm)] | | |
| [removed: 10.16] [added: 10.16*] | | | | | | [Huntington Ingalls Industries [removed: Supplemental] [added: Savings Excess] Plan [removed: 2] (incorporated by reference to Exhibit [removed: 10.16] [added: 10.20] to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, [removed: 2011) and Amendment to Appendix G to the plan.](https://www.sec.gov/Archives/edgar/data/1501585/000095012311003504/a57513a4exv10w16.htm)] [added: 2011).](https://www.sec.gov/Archives/edgar/data/1501585/000095012311003504/a57513a4exv10w20.htm)] | | |
| [removed: 10.17*] [added: 10.12*] | | | | | | [Second Amendment to Appendix G to Huntington Ingalls Industries Supplemental Plan 2-Officers Supplemental Executive Retirement Plan, as amended January 7, 2015 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 19, 2018, File No. 001-34910).](https://www.sec.gov/Archives/edgar/data/1501585/000119312518352901/d660959dex101.htm) | | |
| [removed: 10.18*] [added: 10.13*] | | | | | | [Huntington Ingalls Industries ERISA Supplemental Plan (incorporated by reference to Exhibit 10.17 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).](https://www.sec.gov/Archives/edgar/data/1501585/000095012311003504/a57513a4exv10w17.htm) | | |
| [removed: 10.19*] [added: 10.14*] | | | | | | [Severance Plan for Elected and Appointed Officers of Huntington Ingalls Industries, as amended and restated effective January 1, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on December 19, 2018, File No. 001-34910).](https://www.sec.gov/Archives/edgar/data/1501585/000119312518352901/d660959dex102.htm) | | |
| [removed: 10.20*] [added: 10.15*] | | | | | | [Huntington Ingalls Industries Deferred Compensation Plan (incorporated by reference to Exhibit 10.19 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).](https://www.sec.gov/Archives/edgar/data/1501585/000095012311003504/a57513a4exv10w19.htm) | | |
| [removed: 10.21*] [added: 10.18*] | | | | | | [Huntington Ingalls Industries [removed: Savings Excess] [added: Officers Retirement Account Contribution] Plan (incorporated by reference to Exhibit [removed: 10.20] [added: 10.21] to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, [removed: 2011).](https://www.sec.gov/Archives/edgar/data/1501585/000095012311003504/a57513a4exv10w20.htm)] [added: 2011).](https://www.sec.gov/Archives/edgar/data/1501585/000095012311003504/a57513a4exv10w21.htm)] | | |
| [removed: 10.22*] [added: 10.17*] | | | | | | [First Amendment to the Huntington Ingalls Industries Savings Excess Plan (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 3, 2017, File No. 001-34910).](https://www.sec.gov/Archives/edgar/data/1501585/000150158517000020/exhibit101q22017.htm) | | |
| 10.39* | | | | | | [Huntington Ingalls Industries, Inc. Amended and Restated Directors' Compensation Policy, effective January 1, 2026.](https://www.sec.gov/Archives/edgar/data/1501585/000150158526000006/hii-ex1039202510xk.htm) | | |
| | | | | | | | | |
| 3.4 | | | | | | [Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., dated May 12, 2021 (incorporated by reference to Annex B to the Proxy Statement filed on March 19, 2021).](https://www.sec.gov/Archives/edgar/data/0001501585/000119312521087134/d848290ddef14a.htm#toc848290_67) | | |
| 10.10 | | | | | | [Guaranty Agreement, dated as of May 1, 1999, between Litton Industries, Inc. and The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 10.10 to the Company's Amendment No. 2 to Registration Statement on Form 10 filed on December 21, 2010).](https://www.sec.gov/Archives/edgar/data/1501585/000095012310115299/v57513a2exv10w10.htm) | | |
| 10.12 | | | | | | [Guaranty Agreement, dated as of December 1, 2006, between Northrop Grumman Corporation and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 10.12 to the Company's Amendment No. 2 to Registration Statement on Form 10 filed on December 21, 2010).](https://www.sec.gov/Archives/edgar/data/1501585/000095012310115299/v57513a2exv10w12.htm) | | |
| 10.25* | | | | | | [Huntington Ingalls Industries Electronic Systems Executive Pension Plan (incorporated by reference to Exhibit 10.23 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).](https://www.sec.gov/Archives/edgar/data/1501585/000095012311003504/a57513a4exv10w23.htm) | | |
| 10.26* | | | | | | [Huntington Ingalls Industries, Inc. Special Officer Retiree Medical Plan (incorporated by reference to Exhibit 10.24 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).](https://www.sec.gov/Archives/edgar/data/1501585/000095012311003504/a57513a4exv10w24.htm) | | |
| 10.40* | | | | | | [Terms and Conditions Applicable to Non-Employee Director Stock Grants Under the 2022 Long-Term Incentive Stock Plan, as amended (incorporated herein by reference to Exhibit 10.1 to](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000033/exhibit101q32023.htm) [Form 10-Q filed on November 2, 2023](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000033/exhibit101q32023.htm)[, File No. 001-34910](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000033/exhibit101q32023.htm)[).](https://www.sec.gov/Archives/edgar/data/1501585/000150158523000033/exhibit101q32023.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](https://www.sec.gov/Archives/edgar/data/1501585/000119312523126984/d208874dex101.htm) [Form 8-K filed on April 28, 2023](https://www.sec.gov/Archives/edgar/data/1501585/000119312523126984/d208874dex101.htm)[, File No. 001-34910](https://www.sec.gov/Archives/edgar/data/1501585/000119312523126984/d208874dex101.htm)[).](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](https://www.sec.gov/Archives/edgar/data/1501585/000119312523126984/d208874dex102.htm) [Form 8-K filed on April 28, 2023](https://www.sec.gov/Archives/edgar/data/1501585/000119312523126984/d208874dex102.htm)[, File No. 001-34910](https://www.sec.gov/Archives/edgar/data/1501585/000119312523126984/d208874dex102.htm)[).](https://www.sec.gov/Archives/edgar/data/1501585/000119312523126984/d208874dex102.htm) | | |
| 10.45 | | | | | | [Second Amended and Restated Credit Agreement, dated September 17, 2024, among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and an issuing bank and certain other issuing banks (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 17, 2024, File No. 001-34910)](https://www.sec.gov/Archives/edgar/data/0001501585/000119312524220532/d884280dex101.htm)[.](https://www.sec.gov/Archives/edgar/data/0001501585/000119312524220532/d884280dex101.htm) | | |
| 97* | | | | | | [Huntington Ingalls Industries, Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97 to Form 10-K filed on February](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex97202310xk.htm) [1](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex97202310xk.htm)[, 2024, File No. 001-34910).](https://www.sec.gov/Archives/edgar/data/1501585/000150158524000007/hii-ex97202310xk.htm) | | |
An excerpt. Shown here: 40 of 65 rewritten, all 1 added and all 11 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2025 filing and the FY2024 filing.
Item 16. FORM 10-K SUMMARY
15 rewritten, 4 added, 0 removed, 59 unchanged
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: 6th] [added: 5th] day of February, [removed: 2025.][added: 2026.]
| Christopher D. Kastner | | | | | | (Principal Executive Officer) | | | | | | February [removed: 6, 2025] [added: 5, 2026] | | |
| | | | | | | (Principal Financial Officer) | | | | | | February [removed: 6, 2025] [added: 5, 2026] | | |
| | | | | | | (Principal Accounting Officer) | | | | | | February [removed: 6, 2025] [added: 5, 2026] | | |
| Kirkland H. Donald | | | | | | Chairman | | | | | | February [removed: 6, 2025] [added: 5, 2026] | | |
| Augustus L. Collins | | | | | | Director | | | | | | February [removed: 6, 2025] [added: 5, 2026] | | |
| Leo P. Denault | | | | | | Director | | | | | | February [removed: 6, 2025] [added: 5, 2026] | | |
| Craig S. Faller | | | | | | Director | | | | | | February [removed: 6, 2025] [added: 5, 2026] | | |
| Victoria D. Harker | | | | | | Director | | | | | | February [removed: 6, 2025] [added: 5, 2026] | | |
| Frank R. Jimenez | | | | | | Director | | | | | | February [removed: 6, 2025] [added: 5, 2026] | | |
| Anastasia D. Kelly | | | | | | Director | | | | | | February [removed: 6, 2025] [added: 5, 2026] | | |
| Tracy B. McKibben | | | | | | Director | | | | | | February [removed: 6, 2025] [added: 5, 2026] | | |
| Stephanie L. O'Sullivan | | | | | | Director | | | | | | February [removed: 6, 2025] [added: 5, 2026] | | |
| Thomas C. Schievelbein | | | | | | Director | | | | | | February [removed: 6, 2025] [added: 5, 2026] | | |
| John K. Welch | | | | | | Director | | | | | | February [removed: 6, 2025] [added: 5, 2026] | | |
| /s/ Nick L. Stanage | | | | | | | | | | | | | | |
| Nick L. Stanage | | | | | | Director | | | | | | February 5, 2026 | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |