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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Huntington Ingalls Industries Inc | NYSE:HII | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.04 | 0.42% | 246.23 | 248.465 | 243.65 | 246.32 | 531,007 | 01:00:00 |
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
|
90-0607005
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
4101 Washington Avenue
|
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(757) 380-2000
|
Newport News, VA 23607
|
|
(Registrant
'
s telephone number, including area code)
|
(Address of principal executive offices)
|
|
|
Title of each class
|
|
Name of each exchange on which registered
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Common Stock, $0.01 par value
|
|
New York Stock Exchange
|
Large accelerated filer
|
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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PART I
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
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Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 4A.
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||
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PART II
|
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Item 5.
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Item 6.
|
||
Item 7.
|
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Item 7A.
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Item 8.
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||
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||
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||
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||
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||
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Item 9.
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Item 9A.
|
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Item 9B.
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PART III
|
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Item 10.
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Item 11.
|
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Item 12.
|
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Item 13.
|
||
Item 14.
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PART IV
|
|
Item 15.
|
||
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•
|
changes in government and customer priorities and requirements (including government budgetary constraints, shifts in defense spending, and changes in customer short-range and long-range plans);
|
•
|
our ability to estimate our future contract costs and perform our contracts effectively;
|
•
|
changes in procurement processes and government regulations and our ability to comply with such requirements;
|
•
|
our ability to deliver our products and services at an affordable life cycle cost and compete within our markets;
|
•
|
natural and environmental disasters and political instability;
|
•
|
adverse economic conditions in the United States and globally;
|
•
|
changes in key estimates and assumptions regarding our pension and retiree health care costs;
|
•
|
security threats, including cyber security threats, and related disruptions; and
|
•
|
other risk factors discussed herein and in our other filings with the SEC.
|
•
|
Potential liabilities relating to harmful effects on the environment and human health resulting from nuclear operations and the storage, handling, and disposal of radioactive materials, including nuclear assemblies and their components;
|
•
|
Unplanned expenditures relating to maintenance, operation, security, and repair, including repairs required by the U.S. Navy, the Nuclear Regulatory Commission, or the DoE;
|
•
|
Reputational harm;
|
•
|
Potential liabilities arising out of a nuclear incident whether or not it is within our control; and
|
•
|
Regulatory noncompliance and loss of authorizations or indemnifications necessary for our operations.
|
•
|
Increasing our vulnerability to adverse economic or industry conditions;
|
•
|
Requiring us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, strategic initiatives, and general corporate purposes;
|
•
|
Increasing our vulnerability to, and limiting our flexibility in planning for, or reacting to, changes in our business or the industries in which we operate;
|
•
|
Exposing us to the risk of higher interest rates, to the extent borrowings under our Amended Credit Facility are subject to variable rates of interest;
|
•
|
Placing us at a competitive disadvantage compared to our competitors that have less debt; and
|
•
|
Limiting our ability to borrow additional funds.
|
•
|
Incur additional debt;
|
•
|
Pay dividends or make other distributions on, or repurchase or redeem, our stock;
|
•
|
Prepay, redeem, or repurchase certain of our debt;
|
•
|
Make investments;
|
•
|
Consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets; and
|
•
|
Incur liens.
|
•
|
Consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets; and
|
•
|
Incur liens.
|
Name
|
|
Age
|
|
Position(s)
|
C. Michael Petters
|
|
57
|
|
President and Chief Executive Officer
|
Brian J. Cuccias
|
|
60
|
|
Executive Vice President and President, Ingalls Shipbuilding
|
Jerri F. Dickseski
|
|
54
|
|
Executive Vice President, Communications
|
William R. Ermatinger
|
|
53
|
|
Executive Vice President and Chief Human Resources Officer
|
Edgar A. Green III
|
|
51
|
|
Executive Vice President and President, Technical Solutions
|
Christopher D. Kastner
|
|
53
|
|
Executive Vice President, Business Management and Chief Financial Officer
|
Matthew J. Mulherin
|
|
57
|
|
Executive Vice President and President, Newport News Shipbuilding
|
Nicolas G. Schuck
|
|
43
|
|
Corporate Vice President, Controller and Chief Accounting Officer
|
Michael S. Smith
|
|
43
|
|
Executive Vice President, Strategy and Development
|
Mitchell B. Waldman
|
|
56
|
|
Executive Vice President, Government and Customer Relations
|
Kellye L. Walker
|
|
50
|
|
Executive Vice President and General Counsel
|
D. R. Wyatt
|
|
58
|
|
Corporate Vice President and Treasurer
|
|
|
2016
|
|
2015
|
||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
January through March
|
|
$
|
138.52
|
|
|
$
|
121.41
|
|
|
$
|
144.00
|
|
|
$
|
109.42
|
|
April through June
|
|
$
|
168.03
|
|
|
$
|
137.35
|
|
|
$
|
142.99
|
|
|
$
|
111.38
|
|
July through September
|
|
$
|
174.09
|
|
|
$
|
149.11
|
|
|
$
|
128.22
|
|
|
$
|
102.76
|
|
October through December
|
|
$
|
187.96
|
|
|
$
|
146.75
|
|
|
$
|
136.55
|
|
|
$
|
103.58
|
|
|
|
2016
|
|
2015
|
||||
January through March
|
|
$
|
0.50
|
|
|
$
|
0.40
|
|
April through June
|
|
$
|
0.50
|
|
|
$
|
0.40
|
|
July through September
|
|
$
|
0.50
|
|
|
$
|
0.40
|
|
October through December
|
|
$
|
0.60
|
|
|
$
|
0.50
|
|
(1)
|
The cumulative total return assumes reinvestment of dividends.
|
(2)
|
The total return is weighted according to market capitalization of each company at the beginning of each year.
|
(3)
|
The S&P 500 Aerospace & Defense Index is comprised of Arconic, Inc., The Boeing Company, General Dynamics Corporation, L-3 Technologies, Inc., Lockheed Martin Corporation, Northrop Grumman Corporation, Raytheon Company, Rockwell Collins, Inc., Textron, Inc., TransDigm Group Incorporated, and United Technologies Corporation, among other companies.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
|
||||||
October 1, 2016 through October 31, 2016
|
|
94,999
|
|
|
$
|
156.65
|
|
|
94,999
|
|
|
$
|
541.8
|
|
November 1, 2016 through November 30, 2016
|
|
133,587
|
|
|
155.56
|
|
|
133,587
|
|
|
521.0
|
|
||
December 1, 2016 through December 31, 2016
|
|
24,180
|
|
|
177.97
|
|
|
24,180
|
|
|
516.7
|
|
||
Total
|
|
252,766
|
|
|
$
|
158.11
|
|
|
252,766
|
|
|
$
|
516.7
|
|
|
|
Year Ended December 31
|
||||||||||||||||||
($ in millions, except per share amounts)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Sales and service revenues
|
|
$
|
7,068
|
|
|
$
|
7,020
|
|
|
$
|
6,957
|
|
|
$
|
6,820
|
|
|
$
|
6,708
|
|
Goodwill impairment
|
|
—
|
|
|
75
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|||||
Operating income (loss)
|
|
858
|
|
|
769
|
|
|
655
|
|
|
512
|
|
|
358
|
|
|||||
Net earnings (loss)
|
|
573
|
|
|
404
|
|
|
338
|
|
|
261
|
|
|
146
|
|
|||||
Total assets
|
|
6,352
|
|
|
6,024
|
|
|
6,239
|
|
|
6,190
|
|
|
6,353
|
|
|||||
Long-term debt
(1)
|
|
1,278
|
|
|
1,273
|
|
|
1,562
|
|
|
1,665
|
|
|
1,740
|
|
|||||
Total long-term obligations
|
|
3,356
|
|
|
3,260
|
|
|
3,562
|
|
|
3,277
|
|
|
4,302
|
|
|||||
Net cash provided by (used in) operating activities
|
|
822
|
|
|
861
|
|
|
755
|
|
|
260
|
|
|
332
|
|
|||||
Free cash flow
(2)
|
|
537
|
|
|
673
|
|
|
590
|
|
|
121
|
|
|
170
|
|
|||||
Dividends declared per share
|
|
$
|
2.10
|
|
|
$
|
1.70
|
|
|
$
|
1.00
|
|
|
$
|
0.50
|
|
|
$
|
0.10
|
|
Basic earnings (loss) per share
|
|
$
|
12.24
|
|
|
$
|
8.43
|
|
|
$
|
6.93
|
|
|
$
|
5.25
|
|
|
$
|
2.96
|
|
Diluted earnings (loss) per share
|
|
$
|
12.14
|
|
|
$
|
8.36
|
|
|
$
|
6.86
|
|
|
$
|
5.18
|
|
|
$
|
2.91
|
|
•
|
Flexibly-Priced Contracts
- Includes both cost-type and fixed-price incentive contracts. Cost-type contracts provide for reimbursement of the contractor's allowable costs plus a fee that represents profit. Cost-type contracts generally require that the contractor use its reasonable efforts to accomplish the scope of the work within some specified time and some stated dollar limitation. Fixed-price incentive contracts also provide for reimbursement of the contractor's allowable costs, but are subject to a cost-share limit that affects profitability. Fixed-price incentive contracts effectively become firm fixed-price contracts once the cost-share limit is reached. Approximately
94%
,
95%
, and
94%
of our revenues for the
years ended
December 31, 2016
,
2015
, and
2014
, respectively, were generated from flexibly-priced contracts, including certain fixed-price incentive contracts that have exceeded their cost-share limit.
|
•
|
Firm Fixed-Price Contracts
- A firm fixed-price contract is a contract in which the specified scope of work is agreed to for a price that is predetermined by bid or negotiation and not generally subject to adjustment regardless of costs incurred by the contractor. Time and materials contracts, which specify a fixed hourly rate for each labor hour charged, are considered firm fixed-price contracts. Approximately
6%
,
5%
, and
6%
of our revenues for the
years ended
December 31, 2016
,
2015
, and
2014
, respectively, were generated from firm fixed-price arrangements.
|
•
|
Revenue recognition;
|
•
|
Purchase accounting, goodwill, and intangible assets;
|
•
|
Litigation, commitments, and contingencies;
|
•
|
Retirement related benefit plans; and
|
•
|
Workers' compensation.
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gross favorable adjustments
|
|
$
|
297
|
|
|
$
|
304
|
|
|
$
|
253
|
|
Gross unfavorable adjustments
|
|
(73
|
)
|
|
(65
|
)
|
|
(31
|
)
|
|||
Net adjustments
|
|
$
|
224
|
|
|
$
|
239
|
|
|
$
|
222
|
|
($ in millions)
|
|
Increase (Decrease) in 2017 Expense
|
|
Increase (Decrease) in December 31, 2016 Obligations
|
||||
25 basis point decrease in discount rate
|
|
$
|
21
|
|
|
$
|
228
|
|
25 basis point increase in discount rate
|
|
(20
|
)
|
|
(216
|
)
|
||
25 basis point decrease in expected return on assets
|
|
13
|
|
|
|
|
||
25 basis point increase in expected return on assets
|
|
(13
|
)
|
|
|
|
|
|
Year Ended December 31
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Sales and service revenues
|
|
$
|
7,068
|
|
|
$
|
7,020
|
|
|
$
|
6,957
|
|
|
$
|
48
|
|
|
1
|
%
|
|
$
|
63
|
|
|
1
|
%
|
Cost of product sales and service revenues
|
|
5,608
|
|
|
5,517
|
|
|
5,540
|
|
|
91
|
|
|
2
|
%
|
|
(23
|
)
|
|
—
|
%
|
|||||
Income (loss) from operating investments, net
|
|
6
|
|
|
10
|
|
|
11
|
|
|
(4
|
)
|
|
(40
|
)%
|
|
(1
|
)
|
|
(9
|
)%
|
|||||
Other income and gains
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||||
General and administrative expenses
|
|
623
|
|
|
669
|
|
|
726
|
|
|
(46
|
)
|
|
(7
|
)%
|
|
(57
|
)
|
|
(8
|
)%
|
|||||
Goodwill impairment
|
|
—
|
|
|
75
|
|
|
47
|
|
|
(75
|
)
|
|
(100
|
)%
|
|
28
|
|
|
60
|
%
|
|||||
Operating income (loss)
|
|
858
|
|
|
769
|
|
|
655
|
|
|
89
|
|
|
12
|
%
|
|
114
|
|
|
17
|
%
|
|||||
Interest expense
|
|
74
|
|
|
137
|
|
|
149
|
|
|
(63
|
)
|
|
(46
|
)%
|
|
(12
|
)
|
|
(8
|
)%
|
|||||
Other income
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
%
|
|
(1
|
)
|
|
(100
|
)%
|
|||||
Federal and foreign income taxes
|
|
211
|
|
|
228
|
|
|
169
|
|
|
(17
|
)
|
|
(7
|
)%
|
|
59
|
|
|
35
|
%
|
|||||
Net earnings (loss)
|
|
$
|
573
|
|
|
$
|
404
|
|
|
$
|
338
|
|
|
$
|
169
|
|
|
42
|
%
|
|
$
|
66
|
|
|
20
|
%
|
|
|
Year Ended December 31
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Product sales
|
|
$
|
5,631
|
|
|
$
|
5,665
|
|
|
$
|
5,712
|
|
|
$
|
(34
|
)
|
|
(1
|
)%
|
|
$
|
(47
|
)
|
|
(1
|
)%
|
Service revenues
|
|
1,437
|
|
|
1,355
|
|
|
1,245
|
|
|
82
|
|
|
6
|
%
|
|
110
|
|
|
9
|
%
|
|||||
Sales and service revenues
|
|
$
|
7,068
|
|
|
$
|
7,020
|
|
|
$
|
6,957
|
|
|
$
|
48
|
|
|
1
|
%
|
|
$
|
63
|
|
|
1
|
%
|
|
|
Year Ended December 31
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Cost of product sales
|
|
$
|
4,380
|
|
|
$
|
4,319
|
|
|
$
|
4,489
|
|
|
$
|
61
|
|
|
1
|
%
|
|
$
|
(170
|
)
|
|
(4
|
)%
|
% of product sales
|
|
77.8
|
%
|
|
76.2
|
%
|
|
78.6
|
%
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||
Cost of service revenues
|
|
1,228
|
|
|
1,198
|
|
|
1,051
|
|
|
30
|
|
|
3
|
%
|
|
147
|
|
|
14
|
%
|
|||||
% of service revenues
|
|
85.5
|
%
|
|
88.4
|
%
|
|
84.4
|
%
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||
Income (loss) from operating investments, net
|
|
6
|
|
|
10
|
|
|
11
|
|
|
(4
|
)
|
|
(40
|
)%
|
|
(1
|
)
|
|
(9
|
)%
|
|||||
Other income and gains
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||||
General and administrative expenses
|
|
623
|
|
|
669
|
|
|
726
|
|
|
(46
|
)
|
|
(7
|
)%
|
|
(57
|
)
|
|
(8
|
)%
|
|||||
% of total sales and service revenues
|
|
8.8
|
%
|
|
9.5
|
%
|
|
10.4
|
%
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||
Goodwill impairment
|
|
—
|
|
|
75
|
|
|
47
|
|
|
(75
|
)
|
|
(100
|
)%
|
|
28
|
|
|
60
|
%
|
|||||
Cost of sales and service revenues
|
|
$
|
6,210
|
|
|
$
|
6,251
|
|
|
$
|
6,302
|
|
|
$
|
(41
|
)
|
|
(1
|
)%
|
|
$
|
(51
|
)
|
|
(1
|
)%
|
|
|
Year Ended December 31
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Segment operating income (loss)
|
|
$
|
715
|
|
|
$
|
667
|
|
|
$
|
585
|
|
|
$
|
48
|
|
|
7
|
%
|
|
$
|
82
|
|
|
14
|
%
|
FAS/CAS Adjustment
|
|
145
|
|
|
104
|
|
|
72
|
|
|
41
|
|
|
39
|
%
|
|
32
|
|
|
44
|
%
|
|||||
Non-current state income taxes
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||||
Operating income (loss)
|
|
$
|
858
|
|
|
$
|
769
|
|
|
$
|
655
|
|
|
$
|
89
|
|
|
12
|
%
|
|
$
|
114
|
|
|
17
|
%
|
|
|
Year Ended December 31
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
FAS expense
|
|
$
|
(161
|
)
|
|
$
|
(168
|
)
|
|
$
|
(155
|
)
|
|
$
|
7
|
|
|
4
|
%
|
|
$
|
(13
|
)
|
|
(8
|
)%
|
CAS cost
|
|
306
|
|
|
272
|
|
|
227
|
|
|
34
|
|
|
13
|
%
|
|
45
|
|
|
20
|
%
|
|||||
FAS/CAS Adjustment
|
|
$
|
145
|
|
|
$
|
104
|
|
|
$
|
72
|
|
|
$
|
41
|
|
|
39
|
%
|
|
$
|
32
|
|
|
44
|
%
|
|
|
Year Ended December 31
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Sales and Service Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ingalls
|
|
$
|
2,389
|
|
|
$
|
2,188
|
|
|
$
|
2,286
|
|
|
$
|
201
|
|
|
9
|
%
|
|
$
|
(98
|
)
|
|
(4
|
)%
|
Newport News
|
|
4,089
|
|
|
4,298
|
|
|
4,126
|
|
|
(209
|
)
|
|
(5
|
)%
|
|
172
|
|
|
4
|
%
|
|||||
Technical Solutions
|
|
691
|
|
|
616
|
|
|
627
|
|
|
75
|
|
|
12
|
%
|
|
(11
|
)
|
|
(2
|
)%
|
|||||
Intersegment eliminations
|
|
(101
|
)
|
|
(82
|
)
|
|
(82
|
)
|
|
(19
|
)
|
|
(23
|
)%
|
|
—
|
|
|
—
|
%
|
|||||
Sales and service revenues
|
|
$
|
7,068
|
|
|
$
|
7,020
|
|
|
$
|
6,957
|
|
|
$
|
48
|
|
|
1
|
%
|
|
$
|
63
|
|
|
1
|
%
|
Operating Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ingalls
|
|
$
|
321
|
|
|
$
|
379
|
|
|
$
|
229
|
|
|
$
|
(58
|
)
|
|
(15
|
)%
|
|
$
|
150
|
|
|
66
|
%
|
Newport News
|
|
386
|
|
|
401
|
|
|
389
|
|
|
(15
|
)
|
|
(4
|
)%
|
|
12
|
|
|
3
|
%
|
|||||
Technical Solutions
|
|
8
|
|
|
(113
|
)
|
|
(33
|
)
|
|
121
|
|
|
107
|
%
|
|
(80
|
)
|
|
(242
|
)%
|
|||||
Segment operating income (loss)
|
|
715
|
|
|
667
|
|
|
585
|
|
|
48
|
|
|
7
|
%
|
|
82
|
|
|
14
|
%
|
|||||
Non-segment factors affecting operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FAS/CAS Adjustment
|
|
145
|
|
|
104
|
|
|
72
|
|
|
41
|
|
|
39
|
%
|
|
32
|
|
|
44
|
%
|
|||||
Non-current state income taxes
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||||
Operating income (loss)
|
|
$
|
858
|
|
|
$
|
769
|
|
|
$
|
655
|
|
|
$
|
89
|
|
|
12
|
%
|
|
$
|
114
|
|
|
17
|
%
|
|
|
Year Ended December 31
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Sales and service revenues
|
|
$
|
2,389
|
|
|
$
|
2,188
|
|
|
$
|
2,286
|
|
|
$
|
201
|
|
|
9
|
%
|
|
$
|
(98
|
)
|
|
(4
|
)%
|
Segment operating income (loss)
|
|
321
|
|
|
379
|
|
|
229
|
|
|
(58
|
)
|
|
(15
|
)%
|
|
150
|
|
|
66
|
%
|
|||||
As a percentage of segment sales
|
|
13.4
|
%
|
|
17.3
|
%
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Sales and service revenues
|
|
$
|
4,089
|
|
|
$
|
4,298
|
|
|
$
|
4,126
|
|
|
$
|
(209
|
)
|
|
(5
|
)%
|
|
$
|
172
|
|
|
4
|
%
|
Segment operating income (loss)
|
|
386
|
|
|
401
|
|
|
389
|
|
|
(15
|
)
|
|
(4
|
)%
|
|
12
|
|
|
3
|
%
|
|||||
As a percentage of segment sales
|
|
9.4
|
%
|
|
9.3
|
%
|
|
9.4
|
%
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Sales and service revenues
|
|
$
|
691
|
|
|
$
|
616
|
|
|
$
|
627
|
|
|
$
|
75
|
|
|
12
|
%
|
|
$
|
(11
|
)
|
|
(2
|
)%
|
Segment operating income (loss)
|
|
8
|
|
|
(113
|
)
|
|
(33
|
)
|
|
121
|
|
|
107
|
%
|
|
(80
|
)
|
|
(242
|
)%
|
|||||
As a percentage of segment sales
|
|
1.2
|
%
|
|
(18.3
|
)%
|
|
(5.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
|
|
|
|
|
Total
|
|
|
|
|
|
Total
|
||||||||||||
($ in millions)
|
|
Funded
|
|
Unfunded
|
|
Backlog
|
|
Funded
|
|
Unfunded
|
|
Backlog
|
||||||||||||
Ingalls
|
|
$
|
6,033
|
|
|
$
|
692
|
|
|
$
|
6,725
|
|
|
$
|
5,153
|
|
|
$
|
1,290
|
|
|
$
|
6,443
|
|
Newport News
|
|
5,799
|
|
|
7,127
|
|
|
12,926
|
|
|
5,759
|
|
|
9,449
|
|
|
15,208
|
|
||||||
Technical Solutions
|
|
712
|
|
|
661
|
|
|
1,373
|
|
|
347
|
|
|
64
|
|
|
411
|
|
||||||
Total backlog
|
|
$
|
12,544
|
|
|
$
|
8,480
|
|
|
$
|
21,024
|
|
|
$
|
11,259
|
|
|
$
|
10,803
|
|
|
$
|
22,062
|
|
|
|
Year Ended December 31
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
Net earnings (loss)
|
|
$
|
573
|
|
|
$
|
404
|
|
|
$
|
338
|
|
|
$
|
169
|
|
|
42
|
%
|
|
$
|
66
|
|
|
20
|
%
|
Depreciation and amortization
|
|
191
|
|
|
188
|
|
|
205
|
|
|
3
|
|
|
2
|
%
|
|
(17
|
)
|
|
(8
|
)%
|
|||||
Stock-based compensation
|
|
36
|
|
|
43
|
|
|
34
|
|
|
(7
|
)
|
|
(16
|
)%
|
|
9
|
|
|
26
|
%
|
|||||
Deferred income taxes
|
|
85
|
|
|
(15
|
)
|
|
(22
|
)
|
|
100
|
|
|
667
|
%
|
|
7
|
|
|
32
|
%
|
|||||
Retiree benefit funding less than (in excess of) expense
|
|
(44
|
)
|
|
32
|
|
|
(4
|
)
|
|
(76
|
)
|
|
(238
|
)%
|
|
36
|
|
|
900
|
%
|
|||||
Insurance proceeds for investing purposes
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
21
|
|
|
100
|
%
|
|
(21
|
)
|
|
—
|
%
|
|||||
Impairment of goodwill and intangible assets
|
|
—
|
|
|
102
|
|
|
47
|
|
|
(102
|
)
|
|
(100
|
)%
|
|
55
|
|
|
117
|
%
|
|||||
Loss on early extinguishment of debt
|
|
—
|
|
|
44
|
|
|
37
|
|
|
(44
|
)
|
|
(100
|
)%
|
|
7
|
|
|
19
|
%
|
|||||
Trade working capital decrease (increase)
|
|
(19
|
)
|
|
84
|
|
|
120
|
|
|
(103
|
)
|
|
(123
|
)%
|
|
(36
|
)
|
|
(30
|
)%
|
|||||
Net cash provided by (used in) operating activities
|
|
$
|
822
|
|
|
$
|
861
|
|
|
$
|
755
|
|
|
$
|
(39
|
)
|
|
(5
|
)%
|
|
$
|
106
|
|
|
14
|
%
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
822
|
|
|
$
|
861
|
|
|
$
|
755
|
|
Less:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(285
|
)
|
|
(188
|
)
|
|
(165
|
)
|
|||
Free cash flow
|
|
$
|
537
|
|
|
$
|
673
|
|
|
$
|
590
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Pension plans
|
|
|
|
|
|
|
||||||
Discretionary
|
|
|
|
|
|
|
||||||
Qualified
|
|
$
|
167
|
|
|
$
|
99
|
|
|
$
|
123
|
|
Non-qualified
|
|
6
|
|
|
4
|
|
|
3
|
|
|||
Other benefit plans
|
|
32
|
|
|
33
|
|
|
33
|
|
|||
Total contributions
|
|
$
|
205
|
|
|
$
|
136
|
|
|
$
|
159
|
|
($ in millions)
|
|
Total
|
|
2017
|
|
2018 - 2019
|
|
2020 - 2021
|
|
2022 and beyond
|
||||||||||
Long-term debt
|
|
$
|
1,305
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600
|
|
|
$
|
705
|
|
Interest payments on long-term debt
|
|
498
|
|
|
71
|
|
|
142
|
|
|
138
|
|
|
147
|
|
|||||
Operating leases
|
|
201
|
|
|
40
|
|
|
64
|
|
|
42
|
|
|
55
|
|
|||||
Purchase obligations
(1)
|
|
2,600
|
|
|
1,387
|
|
|
941
|
|
|
254
|
|
|
18
|
|
|||||
Other long-term liabilities
(2)
|
|
745
|
|
|
130
|
|
|
145
|
|
|
101
|
|
|
369
|
|
|||||
Total contractual obligations
|
|
$
|
5,349
|
|
|
$
|
1,628
|
|
|
$
|
1,292
|
|
|
$
|
1,135
|
|
|
$
|
1,294
|
|
(1)
|
A "purchase obligation" is defined as an agreement to purchase goods or services that is enforceable and legally binding on us and that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. These amounts are primarily comprised of open purchase order commitments to vendors and subcontractors pertaining to funded contracts.
|
(2)
|
Other long-term liabilities primarily consist of total accrued workers' compensation reserves, deferred compensation, and other miscellaneous liabilities, of which
$217 million
is the current portion of workers' compensation liabilities. It excludes obligations for uncertain tax positions of
$3 million
, for which the timing of the payments, if any, cannot be reasonably estimated.
|
Program Name
|
|
Program Description
|
|
|
|
America
class (LHA 6) amphibious assault ships
|
|
Design and build large deck amphibious assault ships that provide forward presence and power projection as an integral part of joint, interagency and multinational maritime expeditionary forces. The
America
class (LHA 6) ships, together with the
Wasp
class (LHD 1) ships, are the successors to the decommissioned
Tarawa
class (LHA 1) ships. The
America
class (LHA 6) ships optimize aviation operations and support capabilities. We delivered USS
America
(LHA 6) in April 2014, and T
ripoli
(LHA 7
)
is currently under construction.
|
|
|
|
Arleigh Burke
class (DDG 51) destroyers
|
|
Build guided missile destroyers designed for conducting anti-air, anti-submarine, anti-surface, and strike operations. The Aegis-equipped
Arleigh Burke
class (DDG 51) destroyers are the U.S. Navy's primary surface combatant, and have been constructed in variants, allowing technological advances during construction. In 2016 we delivered
John Finn
(DDG 113), and we are currently constructing
Ralph Johnson
(DDG 114). In June 2013, we were awarded a multi-year contract for construction of five additional
Arleigh Burke
class (DDG 51) destroyers. The first three ships of that award,
Paul Ignatius
(DDG 117),
Delbert D. Black
(DDG 119), and
Frank E. Petersen Jr.
(DDG 121), are currently under construction.
|
|
|
|
Carrier RCOH
|
|
Perform refueling and complex overhaul ("RCOH") of nuclear-powered aircraft carriers, which is required at the mid-point of their 50-year life cycle. USS
Abraham Lincoln
(CVN 72) is currently undergoing RCOH and advance planning efforts for USS
George Washington
(CVN 73) are in process in preparation for the expected start of its RCOH in 2017.
|
|
|
|
Columbia
class (SSBN 826) submarines
|
|
The U.S. Navy has committed to designing the
Columbia
class (SSBN 826) submarine as a replacement for the current aging
Ohio
class nuclear ballistic missile submarines, which were first introduced into service in 1981. The
Ohio
class SSBN includes 14 nuclear ballistic missile submarines and four nuclear cruise missile submarines. The
Columbia
class (SSBN 826) program currently anticipates 12 new ballistic missile submarines. The U.S. Navy has initiated the design process for the new class of submarines, and, in early 2017, the DOD signed the acquisition decision memorandum approving the
Columbia
class (SSBN 826) program’s Milestone B, which formally authorizes the program’s entry into the engineering and manufacturing development phase. We continue to perform design work as a subcontractor to Electric Boat, and we have entered into a team agreement with Electric Boat to build modules for the entire
Columbia
class (SSBN 826) submarine program that leverages our
Virginia
class (SSN 774) experience. The team agreement is subject to the U.S. Navy's concurrence. Construction of the first
Columbia
class (SSBN 826) submarine is expected to begin in 2021, with procurement of long-lead-time materials and advance construction beginning prior to that time.
|
|
|
|
Fleet support services
|
|
Provide comprehensive life-cycle sustainment services to the U.S. Navy fleet and other DoD and commercial maritime customers. We provide services including 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 provide undersea vehicle and specialized craft development and prototyping services.
|
|
|
|
Gerald R. Ford
class (CVN 78) aircraft carriers
|
|
Design and construction for the
Ford
class program, which is the aircraft carrier replacement program for
USS Enterprise
(CVN 65) and
Nimitz class
(CVN 68) aircraft carriers.
Gerald R. Ford
(CVN 78), the first ship of the
Ford
class, is currently under construction. In June 2015, we were awarded a contract for the detail design and construction of
John F. Kennedy
(CVN 79), following several years of engineering, advance construction, and purchase of long-lead time components and material. This category also includes the class' non-recurring engineering. The class is expected to bring improved warfighting capability, quality of life improvements for sailors, and reduced life cycle costs.
|
|
|
|
Integrated missions solutions services
|
|
Provide services including high-end information technology and mission-based solutions to DoD, intelligence, and federal civilian customers. Services include agile software engineering, development, and integration; Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance ("C4ISR") engineering and software integration; mobile application development and network engineering; modeling, simulation, and training; force protection and emergency management training and exercises; unmanned systems development, integration, operations, and maintenance; and mission-oriented intelligence, surveillance, and reconnaissance analytics.
|
|
|
|
Legend
class National Security Cutter
|
|
Design and build the U.S. Coast Guard's National Security Cutters ("NSCs"), the largest and most technically advanced class of cutter in the U.S. Coast Guard. The NSC is equipped to carry out maritime homeland security, maritime safety, protection of natural resources, maritime mobility, and national defense missions. The plan is for a total of nine ships, of which the first six ships have been delivered.
Kimball
(NSC 7) and
Midgett
(NSC 8) are currently under construction.
|
|
|
|
Naval nuclear support services
|
|
Provide services to and in support of the U.S. Navy, ranging from services supporting the Navy's carrier and submarine fleets to maintenance services at U.S. Navy training facilities. Naval nuclear support services include design, construction, maintenance, and disposal activities for in service U.S. Navy nuclear ships worldwide through mobile and in-house capabilities. Services include maintenance services on nuclear reactor prototypes.
|
|
|
|
Nuclear and environmental services
|
|
Provide services in nuclear management and operations, and nuclear and non-nuclear fabrication and repair. We provide site management, nuclear and industrial facilities operations and maintenance, decontamination and decommissioning, and radiological and hazardous waste management services. We provide services, including fabrication, equipment repair, and technical engineering services. Participate in a joint venture, Savannah River Nuclear Solutions, LLC, which provides site management and operations at the DoE's Savannah River Site near Aiken, South Carolina.
|
|
|
|
Oil and gas services
|
|
Deliver engineering, procurement, and construction management services to the oil and gas industry for major pipeline, production, and treatment facilities. These services include full life-cycle services for domestic and international projects, from concept identification through detail design, execution and construction, and decommissioning. Related field services include survey, inspection, commissioning and start-up, operations and maintenance, and optimization and debottlenecking.
|
|
|
|
San Antonio
class (LPD 17) amphibious transport dock ships
|
|
Design and build amphibious transport dock ships, which are warships that embark, transport, and land elements of a landing force for a variety of expeditionary warfare missions, and also serve as the secondary aviation platform for Amphibious Readiness Groups. The
San Antonio
class (LPD 17) is the newest addition to the U.S. Navy's 21st century amphibious assault force, and these ships are a key element of the U.S. Navy's seabase transformation. In 2013, we delivered USS
Somerset
(LPD 25), and in 2016, we delivered USS
John P. Murtha
(LPD 26)
.
We are currently constructing
Portland
(LPD 27) and
Fort Lauderdale
(LPD-28)
.
The
San Antonio
class (LPD 17) currently includes a total of 11 ships.
|
|
|
|
USS
Enterprise
(CVN 65)
|
|
Defuel and inactivate the world's first nuclear-powered aircraft carrier, which began in 2013.
|
|
|
|
Virginia
class (SSN 774) fast attack submarines
|
|
Construct attack submarines as the principal subcontractor to Electric Boat. The
Virginia
class (SSN 774) is a post-Cold War design tailored to excel in a wide range of warfighting missions, including anti-submarine and surface ship warfare; special operation forces; strike; intelligence, surveillance, and reconnaissance; carrier and expeditionary strike group support; and mine warfare.
|
|
|
Year Ended December 31
|
||||||||||
(in millions, except per share amounts)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Sales and service revenues
|
|
|
|
|
|
|
||||||
Product sales
|
|
$
|
5,631
|
|
|
$
|
5,665
|
|
|
$
|
5,712
|
|
Service revenues
|
|
1,437
|
|
|
1,355
|
|
|
1,245
|
|
|||
Sales and service revenues
|
|
7,068
|
|
|
7,020
|
|
|
6,957
|
|
|||
Cost of sales and service revenues
|
|
|
|
|
|
|
||||||
Cost of product sales
|
|
4,380
|
|
|
4,319
|
|
|
4,489
|
|
|||
Cost of service revenues
|
|
1,228
|
|
|
1,198
|
|
|
1,051
|
|
|||
Income (loss) from operating investments, net
|
|
6
|
|
|
10
|
|
|
11
|
|
|||
Other income and gains
|
|
15
|
|
|
—
|
|
|
—
|
|
|||
General and administrative expenses
|
|
623
|
|
|
669
|
|
|
726
|
|
|||
Goodwill impairment
|
|
—
|
|
|
75
|
|
|
47
|
|
|||
Operating income (loss)
|
|
858
|
|
|
769
|
|
|
655
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
|
|||||
Interest expense
|
|
(74
|
)
|
|
(137
|
)
|
|
(149
|
)
|
|||
Other, net
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
Earnings (loss) before income taxes
|
|
784
|
|
|
632
|
|
|
507
|
|
|||
Federal and foreign income taxes
|
|
211
|
|
|
228
|
|
|
169
|
|
|||
Net earnings (loss)
|
|
$
|
573
|
|
|
$
|
404
|
|
|
$
|
338
|
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
|
$
|
12.24
|
|
|
$
|
8.43
|
|
|
$
|
6.93
|
|
Weighted-average common shares outstanding
|
|
46.8
|
|
|
47.9
|
|
|
48.8
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share
|
|
$
|
12.14
|
|
|
$
|
8.36
|
|
|
$
|
6.86
|
|
Weighted-average diluted shares outstanding
|
|
47.2
|
|
|
48.3
|
|
|
49.3
|
|
|||
|
|
|
|
|
|
|
||||||
Net earnings (loss) from above
|
|
$
|
573
|
|
|
$
|
404
|
|
|
$
|
338
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Change in unamortized benefit plan costs
|
|
(172
|
)
|
|
34
|
|
|
(558
|
)
|
|||
Other
|
|
(1
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Tax benefit (expense) for items of other comprehensive income
|
|
67
|
|
|
(12
|
)
|
|
217
|
|
|||
Other comprehensive income (loss), net of tax
|
|
(106
|
)
|
|
17
|
|
|
(341
|
)
|
|||
Comprehensive income (loss)
|
|
$
|
467
|
|
|
$
|
421
|
|
|
$
|
(3
|
)
|
|
|
December 31
|
||||||
($ in millions)
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
720
|
|
|
$
|
894
|
|
Accounts receivable, net
|
|
1,164
|
|
|
1,074
|
|
||
Inventoried costs, net
|
|
210
|
|
|
285
|
|
||
Prepaid expenses and other current assets
|
|
48
|
|
|
31
|
|
||
Total current assets
|
|
2,142
|
|
|
2,284
|
|
||
Property, Plant, and Equipment
|
|
|
|
|
||||
Land and land improvements
|
|
252
|
|
|
242
|
|
||
Buildings and leasehold improvements
|
|
1,752
|
|
|
1,579
|
|
||
Machinery and other equipment
|
|
1,410
|
|
|
1,315
|
|
||
Capitalized software costs
|
|
199
|
|
|
180
|
|
||
|
|
3,613
|
|
|
3,316
|
|
||
Accumulated depreciation and amortization
|
|
(1,627
|
)
|
|
(1,489
|
)
|
||
Property, plant, and equipment, net
|
|
1,986
|
|
|
1,827
|
|
||
Other Assets
|
|
|
|
|
||||
Goodwill
|
|
1,234
|
|
|
956
|
|
||
Other intangible assets, net of accumulated amortization of $488 million as of 2016 and $465 million as of 2015
|
|
548
|
|
|
495
|
|
||
Long-term deferred tax assets
|
|
314
|
|
|
336
|
|
||
Miscellaneous other assets
|
|
128
|
|
|
126
|
|
||
Total other assets
|
|
2,224
|
|
|
1,913
|
|
||
Total assets
|
|
$
|
6,352
|
|
|
$
|
6,024
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2016
|
|
2015
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Trade accounts payable
|
|
$
|
316
|
|
|
$
|
317
|
|
Accrued employees’ compensation
|
|
241
|
|
|
215
|
|
||
Current portion of postretirement plan liabilities
|
|
147
|
|
|
143
|
|
||
Current portion of workers’ compensation liabilities
|
|
217
|
|
|
227
|
|
||
Advance payments and billings in excess of revenues
|
|
166
|
|
|
125
|
|
||
Other current liabilities
|
|
256
|
|
|
247
|
|
||
Total current liabilities
|
|
1,343
|
|
|
1,274
|
|
||
Long-term debt
|
|
1,278
|
|
|
1,273
|
|
||
Pension plan liabilities
|
|
1,116
|
|
|
1,001
|
|
||
Other postretirement plan liabilities
|
|
431
|
|
|
423
|
|
||
Workers’ compensation liabilities
|
|
441
|
|
|
460
|
|
||
Other long-term liabilities
|
|
90
|
|
|
103
|
|
||
Total liabilities
|
|
4,699
|
|
|
4,534
|
|
||
Commitments and Contingencies (Note 16)
|
|
|
|
|
|
|
||
Stockholders’ Equity
|
|
|
|
|
||||
Common stock, $0.01 par value; 150 million shares authorized; 52.6 million issued and 46.2 million outstanding as of December 31, 2016, and 52.0 million issued and 46.9 million outstanding as of December 31, 2015
|
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
|
1,964
|
|
|
1,978
|
|
||
Retained earnings (deficit)
|
|
1,323
|
|
|
848
|
|
||
Treasury stock
|
|
(684
|
)
|
|
(492
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(951
|
)
|
|
(845
|
)
|
||
Total stockholders’ equity
|
|
1,653
|
|
|
1,490
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
6,352
|
|
|
$
|
6,024
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net earnings (loss)
|
|
$
|
573
|
|
|
$
|
404
|
|
|
$
|
338
|
|
Adjustments to reconcile to net cash provided by (used in) operating activities
|
|
|
|
|
|
|
||||||
Depreciation
|
|
163
|
|
|
154
|
|
|
166
|
|
|||
Amortization of purchased intangibles
|
|
23
|
|
|
26
|
|
|
28
|
|
|||
Amortization of debt issuance costs
|
|
5
|
|
|
8
|
|
|
11
|
|
|||
Stock-based compensation
|
|
36
|
|
|
43
|
|
|
34
|
|
|||
Deferred income taxes
|
|
85
|
|
|
(15
|
)
|
|
(22
|
)
|
|||
Proceeds from insurance settlement related to investing activities
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|||
Impairment of goodwill and intangible assets
|
|
—
|
|
|
102
|
|
|
47
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
44
|
|
|
37
|
|
|||
Change in
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(22
|
)
|
|
(41
|
)
|
|
140
|
|
|||
Inventoried costs
|
|
75
|
|
|
54
|
|
|
53
|
|
|||
Prepaid expenses and other assets
|
|
(17
|
)
|
|
(31
|
)
|
|
7
|
|
|||
Accounts payable and accruals
|
|
(41
|
)
|
|
97
|
|
|
(86
|
)
|
|||
Retiree benefits
|
|
(44
|
)
|
|
32
|
|
|
(4
|
)
|
|||
Other non-cash transactions, net
|
|
(14
|
)
|
|
5
|
|
|
6
|
|
|||
Net cash provided by (used in) operating activities
|
|
822
|
|
|
861
|
|
|
755
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Additions to property, plant, and equipment
|
|
(285
|
)
|
|
(188
|
)
|
|
(165
|
)
|
|||
Proceeds from disposition of assets
|
|
4
|
|
|
32
|
|
|
—
|
|
|||
Acquisitions of businesses, net of cash received
|
|
(372
|
)
|
|
(6
|
)
|
|
(272
|
)
|
|||
Proceeds from insurance settlement related to investing activities
|
|
—
|
|
|
21
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
|
(653
|
)
|
|
(141
|
)
|
|
(437
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
600
|
|
|
600
|
|
|||
Repayment of long-term debt
|
|
—
|
|
|
(995
|
)
|
|
(679
|
)
|
|||
Debt issuance costs
|
|
—
|
|
|
(21
|
)
|
|
(12
|
)
|
|||
Tender premiums and fees related to early extinguishment of debt
|
|
—
|
|
|
(33
|
)
|
|
(31
|
)
|
|||
Dividends paid
|
|
(98
|
)
|
|
(81
|
)
|
|
(49
|
)
|
|||
Repurchases of common stock
|
|
(194
|
)
|
|
(232
|
)
|
|
(138
|
)
|
|||
Employee taxes on certain share-based payment arrangements
|
|
(51
|
)
|
|
(54
|
)
|
|
(64
|
)
|
|||
Proceeds from stock option exercises
|
|
—
|
|
|
—
|
|
|
2
|
|
|||
Net cash provided by (used in) financing activities
|
|
(343
|
)
|
|
(816
|
)
|
|
(371
|
)
|
|||
Change in cash and cash equivalents
|
|
(174
|
)
|
|
(96
|
)
|
|
(53
|
)
|
|||
Cash and cash equivalents, beginning of period
|
|
894
|
|
|
990
|
|
|
1,043
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
720
|
|
|
$
|
894
|
|
|
$
|
990
|
|
Supplemental Cash Flow Disclosure
|
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
|
$
|
229
|
|
|
$
|
242
|
|
|
$
|
161
|
|
Cash paid for interest
|
|
$
|
71
|
|
|
$
|
96
|
|
|
$
|
113
|
|
Non-Cash Investing and Financing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures accrued in accounts payable
|
|
$
|
24
|
|
|
$
|
17
|
|
|
$
|
9
|
|
Capital assets received from government grants
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
($ in millions)
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings (Deficit)
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
||||||||||||
Balance as of December 31, 2013
|
|
$
|
1
|
|
|
$
|
1,925
|
|
|
$
|
236
|
|
|
$
|
(120
|
)
|
|
$
|
(521
|
)
|
|
$
|
1,521
|
|
Net earnings (loss)
|
|
—
|
|
|
—
|
|
|
338
|
|
|
—
|
|
|
—
|
|
|
338
|
|
||||||
Dividends declared ($1.00 per share)
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
||||||
Additional paid-in capital
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(341
|
)
|
|
(341
|
)
|
||||||
Treasury stock activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|
—
|
|
|
(138
|
)
|
||||||
Balance as of December 31, 2014
|
|
1
|
|
|
1,959
|
|
|
525
|
|
|
(258
|
)
|
|
(862
|
)
|
|
1,365
|
|
||||||
Net earnings (loss)
|
|
—
|
|
|
—
|
|
|
404
|
|
|
—
|
|
|
—
|
|
|
404
|
|
||||||
Dividends declared ($1.70 per share)
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
||||||
Additional paid-in capital
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
||||||
Treasury stock activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(234
|
)
|
|
—
|
|
|
(234
|
)
|
||||||
Balance as of December 31, 2015
|
|
1
|
|
|
1,978
|
|
|
848
|
|
|
(492
|
)
|
|
(845
|
)
|
|
1,490
|
|
||||||
Net earnings (loss)
|
|
—
|
|
|
—
|
|
|
573
|
|
|
—
|
|
|
—
|
|
|
573
|
|
||||||
Dividends declared ($2.10 per share)
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
||||||
Additional paid-in capital
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
||||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
(106
|
)
|
||||||
Treasury stock activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(192
|
)
|
|
—
|
|
|
(192
|
)
|
||||||
Balance as of December 31, 2016
|
|
$
|
1
|
|
|
$
|
1,964
|
|
|
$
|
1,323
|
|
|
$
|
(684
|
)
|
|
$
|
(951
|
)
|
|
$
|
1,653
|
|
Level 1:
|
Quoted prices in active markets for identical assets and liabilities.
|
Level 2:
|
Observable inputs, other than Level 1 prices, such as: quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or that the Company corroborates with observable market data for substantially the full term of the related assets or liabilities.
|
Level 3:
|
Unobservable inputs supported by little or no market activity that are significant to the fair value of the assets and liabilities.
|
($ in millions)
|
|
Asset Retirement Obligations
|
||
Balance as of December 31, 2013
|
|
$
|
25
|
|
Revision of estimate
|
|
(2
|
)
|
|
Accretion expense
|
|
(1
|
)
|
|
Balance as of December 31, 2014
|
|
22
|
|
|
Liabilities settled
|
|
(4
|
)
|
|
Revision of estimate
|
|
(1
|
)
|
|
Accretion expense
|
|
1
|
|
|
Balance as of December 31, 2015
|
|
18
|
|
|
Accretion expense
|
|
1
|
|
|
Balance as of December 31, 2016
|
|
$
|
19
|
|
|
|
Years
|
||||
Land improvements
|
|
3
|
|
-
|
|
40
|
Buildings and improvements
|
|
3
|
|
-
|
|
60
|
Capitalized software costs
|
|
3
|
|
-
|
|
9
|
Machinery and other equipment
|
|
2
|
|
-
|
|
45
|
($ in millions)
|
|
Total
|
||
Balance as of December 31, 2013
|
|
$
|
14
|
|
Payments
|
|
(15
|
)
|
|
Adjustments
|
|
1
|
|
|
Balance as of December 31, 2014
|
|
—
|
|
|
Balance as of December 31, 2015
|
|
—
|
|
|
Balance as of December 31, 2016
|
|
$
|
—
|
|
($ in millions)
|
|
Benefit Plans
|
|
Other
|
|
Total
|
||||||
Balance as of December 31, 2013
|
|
$
|
(523
|
)
|
|
$
|
2
|
|
|
$
|
(521
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(603
|
)
|
|
—
|
|
|
(603
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Amortization of prior service cost (credit)
1
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Amortization of net actuarial loss (gain)
1
|
|
52
|
|
|
—
|
|
|
52
|
|
|||
Tax benefit (expense) for items of other comprehensive income
|
|
217
|
|
|
—
|
|
|
217
|
|
|||
Net current period other comprehensive income (loss)
|
|
(341
|
)
|
|
—
|
|
|
(341
|
)
|
|||
Balance as of December 31, 2014
|
|
(864
|
)
|
|
2
|
|
|
(862
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
|
(53
|
)
|
|
(5
|
)
|
|
(58
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Amortization of prior service cost (credit)
1
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Amortization of net actuarial loss (gain)
1
|
|
88
|
|
|
—
|
|
|
88
|
|
|||
Tax benefit (expense) for items of other comprehensive income
|
|
(13
|
)
|
|
1
|
|
|
(12
|
)
|
|||
Net current period other comprehensive income (loss)
|
|
21
|
|
|
(4
|
)
|
|
17
|
|
|||
Balance as of December 31, 2015
|
|
(843
|
)
|
|
(2
|
)
|
|
(845
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
|
(249
|
)
|
|
(1
|
)
|
|
(250
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Amortization of prior service cost (credit)
1
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Amortization of net actuarial loss (gain)
1
|
|
78
|
|
|
—
|
|
|
78
|
|
|||
Tax benefit (expense) for items of other comprehensive income
|
|
67
|
|
|
—
|
|
|
67
|
|
|||
Net current period other comprehensive income (loss)
|
|
(105
|
)
|
|
(1
|
)
|
|
(106
|
)
|
|||
Balance as of December 31, 2016
|
|
$
|
(948
|
)
|
|
$
|
(3
|
)
|
|
$
|
(951
|
)
|
|
|
Year Ended December 31
|
||||||||||
(in millions, except per share amounts)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings (loss)
|
|
$
|
573
|
|
|
$
|
404
|
|
|
$
|
338
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
|
46.8
|
|
|
47.9
|
|
|
48.8
|
|
|||
Net effect of dilutive stock options and awards
|
|
0.4
|
|
|
0.4
|
|
|
0.5
|
|
|||
Dilutive weighted-average common shares outstanding
|
|
47.2
|
|
|
48.3
|
|
|
49.3
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings (loss) per share - basic
|
|
$
|
12.24
|
|
|
$
|
8.43
|
|
|
$
|
6.93
|
|
Earnings (loss) per share - diluted
|
|
$
|
12.14
|
|
|
$
|
8.36
|
|
|
$
|
6.86
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Sales and Service Revenues
|
|
|
|
|
|
|
||||||
Ingalls
|
|
$
|
2,389
|
|
|
$
|
2,188
|
|
|
$
|
2,286
|
|
Newport News
|
|
4,089
|
|
|
4,298
|
|
|
4,126
|
|
|||
Technical Solutions
|
|
691
|
|
|
616
|
|
|
627
|
|
|||
Intersegment eliminations
|
|
(101
|
)
|
|
(82
|
)
|
|
(82
|
)
|
|||
Total sales and service revenues
|
|
$
|
7,068
|
|
|
$
|
7,020
|
|
|
$
|
6,957
|
|
Operating Income (Loss)
|
|
|
|
|
|
|
||||||
Ingalls
|
|
$
|
321
|
|
|
$
|
379
|
|
|
$
|
229
|
|
Newport News
|
|
386
|
|
|
401
|
|
|
389
|
|
|||
Technical Solutions
|
|
8
|
|
|
(113
|
)
|
|
(33
|
)
|
|||
Total segment operating income (loss)
|
|
715
|
|
|
667
|
|
|
585
|
|
|||
Non-segment factors affecting operating income (loss)
|
|
|
|
|
|
|
||||||
FAS/CAS Adjustment
|
|
145
|
|
|
104
|
|
|
72
|
|
|||
Non-current state income taxes
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Total operating income (loss)
|
|
$
|
858
|
|
|
$
|
769
|
|
|
$
|
655
|
|
|
|
December 31
|
||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Ingalls
|
|
$
|
1,362
|
|
|
$
|
1,324
|
|
|
1,452
|
|
|
Newport News
|
|
3,169
|
|
|
3,061
|
|
|
2,949
|
|
|||
Technical Solutions
|
|
692
|
|
|
303
|
|
|
416
|
|
|||
Corporate
|
|
1,129
|
|
|
1,336
|
|
|
1,422
|
|
|||
Total assets
|
|
$
|
6,352
|
|
|
$
|
6,024
|
|
|
$
|
6,239
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Capital Expenditures
|
|
|
|
|
|
|
||||||
Ingalls
|
|
$
|
97
|
|
|
$
|
53
|
|
|
$
|
53
|
|
Newport News
|
|
176
|
|
|
130
|
|
|
104
|
|
|||
Technical Solutions
|
|
8
|
|
|
5
|
|
|
8
|
|
|||
Corporate
|
|
4
|
|
|
—
|
|
|
—
|
|
|||
Total capital expenditures
|
|
$
|
285
|
|
|
$
|
188
|
|
|
$
|
165
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation and Amortization
(1)
|
|
|
|
|
|
|
||||||
Ingalls
|
|
$
|
68
|
|
|
$
|
65
|
|
|
$
|
81
|
|
Newport News
|
|
109
|
|
|
102
|
|
|
99
|
|
|||
Technical Solutions
|
|
9
|
|
|
13
|
|
|
14
|
|
|||
Corporate
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total depreciation and amortization
|
|
$
|
186
|
|
|
$
|
180
|
|
|
$
|
194
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2016
|
|
2015
|
||||
Due From U.S. Government
|
|
|
|
|
||||
Amounts billed
|
|
$
|
249
|
|
|
$
|
197
|
|
Recoverable costs and accrued profit on progress completed - unbilled
|
|
830
|
|
|
783
|
|
||
|
|
1,079
|
|
|
980
|
|
||
Due From Other Customers
|
|
|
|
|
||||
Amounts billed
|
|
69
|
|
|
39
|
|
||
Recoverable costs and accrued profit on progress completed - unbilled
|
|
20
|
|
|
59
|
|
||
|
|
89
|
|
|
98
|
|
||
Total accounts receivable
|
|
1,168
|
|
|
1,078
|
|
||
Allowances for doubtful accounts
|
|
(4
|
)
|
|
(4
|
)
|
||
Total accounts receivable, net
|
|
$
|
1,164
|
|
|
$
|
1,074
|
|
|
|
December 31
|
||||||
($ in millions)
|
|
2016
|
|
2015
|
||||
Production costs of contracts in process
|
|
$
|
116
|
|
|
$
|
193
|
|
Raw material inventory
|
|
94
|
|
|
92
|
|
||
Total inventoried costs, net
|
|
$
|
210
|
|
|
$
|
285
|
|
($ in millions)
|
|
Ingalls
|
|
Newport News
|
|
Technical Solutions
|
|
Total
|
||||||||
Balance as of December 31, 2014
|
|
$
|
175
|
|
|
$
|
721
|
|
|
$
|
130
|
|
|
$
|
1,026
|
|
Acquisitions
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||
Adjustments
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
(75
|
)
|
||||
Balance as of December 31, 2015
|
|
175
|
|
|
721
|
|
|
60
|
|
|
956
|
|
||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
278
|
|
|
278
|
|
||||
Adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance as of December 31, 2016
|
|
$
|
175
|
|
|
$
|
721
|
|
|
$
|
338
|
|
|
$
|
1,234
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income Taxes on Operations
|
|
|
|
|
|
|
||||||
Federal and foreign income taxes currently payable
|
|
$
|
134
|
|
|
$
|
242
|
|
|
$
|
191
|
|
Change in deferred federal and foreign income taxes
|
|
77
|
|
|
(14
|
)
|
|
(22
|
)
|
|||
Total federal and foreign income taxes
|
|
$
|
211
|
|
|
$
|
228
|
|
|
$
|
169
|
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income tax expense (benefit) on operations at statutory rate
|
|
$
|
274
|
|
|
$
|
221
|
|
|
$
|
178
|
|
Goodwill impairment
|
|
—
|
|
|
11
|
|
|
6
|
|
|||
Stock compensation - net excess tax benefits
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|||
Manufacturing deduction
|
|
(21
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|||
Uncertain tax positions
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||
Other, Net
|
|
2
|
|
|
6
|
|
|
(6
|
)
|
|||
Total federal and foreign income taxes
|
|
$
|
211
|
|
|
$
|
228
|
|
|
$
|
169
|
|
|
|
December 31
|
||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Unrecognized tax benefits at beginning of the year
|
|
$
|
27
|
|
|
$
|
19
|
|
|
$
|
11
|
|
Additions based on tax positions related to the current year
|
|
1
|
|
|
8
|
|
|
5
|
|
|||
Additions based on tax positions of prior years
|
|
2
|
|
|
3
|
|
|
3
|
|
|||
Current year acquisitions
|
|
—
|
|
|
—
|
|
|
4
|
|
|||
Reductions based on tax positions of prior years
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements
|
|
(11
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Statute of limitation expirations
|
|
(2
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|||
Net change in unrecognized tax benefits
|
|
(25
|
)
|
|
8
|
|
|
8
|
|
|||
Unrecognized tax benefits at end of the year
|
|
$
|
2
|
|
|
$
|
27
|
|
|
$
|
19
|
|
Jurisdiction
|
|
Years
|
||||
United States
|
|
2011
|
|
-
|
|
2015
|
Mississippi
|
|
2012
|
|
-
|
|
2015
|
Virginia
|
|
2012
|
|
-
|
|
2015
|
|
|
December 31
|
||||||
($ in millions)
|
|
2016
|
|
2015
|
||||
Deferred Tax Assets
|
|
|
|
|
||||
Retirement benefits
|
|
$
|
568
|
|
|
$
|
571
|
|
Workers' compensation
|
|
251
|
|
|
263
|
|
||
Reserves not currently deductible for tax purposes
|
|
56
|
|
|
21
|
|
||
Stock-based compensation
|
|
16
|
|
|
19
|
|
||
Net operating losses and tax credit carry-forwards
|
|
22
|
|
|
17
|
|
||
Other
|
|
7
|
|
|
12
|
|
||
Gross deferred tax assets
|
|
920
|
|
|
903
|
|
||
Less valuation allowance
|
|
11
|
|
|
11
|
|
||
Net deferred tax assets
|
|
909
|
|
|
892
|
|
||
Deferred Tax Liabilities
|
|
|
|
|
||||
Depreciation and amortization
|
|
320
|
|
|
310
|
|
||
Contract accounting differences
|
|
108
|
|
|
85
|
|
||
Purchased intangibles
|
|
167
|
|
|
161
|
|
||
Gross deferred tax liabilities
|
|
595
|
|
|
556
|
|
||
Total net deferred tax assets
|
|
$
|
314
|
|
|
$
|
336
|
|
|
|
December 31
|
||||
($ in millions)
|
|
2016
|
|
2015
|
||
Senior notes due December 15, 2021, 5.000%
|
|
600
|
|
|
600
|
|
Senior notes due November 15, 2025, 5.000%
|
|
600
|
|
|
600
|
|
Mississippi economic development revenue bonds due May 1, 2024, 7.81%
|
|
84
|
|
|
84
|
|
Gulf opportunity zone industrial development revenue bonds due December 1, 2028, 4.55%
|
|
21
|
|
|
21
|
|
Less unamortized debt issuance costs
|
|
(27
|
)
|
|
(32
|
)
|
Total long-term debt
|
|
1,278
|
|
|
1,273
|
|
|
December 31
|
|||||||
($ in millions)
|
|
2015
|
|
2014
|
||||
Redemption and tender premiums and fees
|
|
$
|
33
|
|
|
$
|
31
|
|
Write-off of unamortized debt issuance costs
|
|
11
|
|
|
6
|
|
||
Total loss on early extinguishment of debt
|
|
$
|
44
|
|
|
$
|
37
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
|
Year Ended December 31
|
|
Year Ended December 31
|
||||||||||||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
133
|
|
|
$
|
150
|
|
|
$
|
136
|
|
|
$
|
10
|
|
|
$
|
13
|
|
|
$
|
13
|
|
Interest cost
|
|
262
|
|
|
242
|
|
|
253
|
|
|
25
|
|
|
27
|
|
|
30
|
|
||||||
Expected return on plan assets
|
|
(346
|
)
|
|
(351
|
)
|
|
(322
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
|
18
|
|
|
19
|
|
|
19
|
|
|
(19
|
)
|
|
(20
|
)
|
|
(26
|
)
|
||||||
Amortization of net actuarial loss (gain)
|
|
84
|
|
|
86
|
|
|
52
|
|
|
(6
|
)
|
|
2
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
151
|
|
|
$
|
146
|
|
|
$
|
138
|
|
|
$
|
10
|
|
|
$
|
22
|
|
|
$
|
17
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
December 31
|
|
December 31
|
||||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
5,635
|
|
|
$
|
5,671
|
|
|
$
|
566
|
|
|
$
|
650
|
|
Service cost
|
|
133
|
|
|
150
|
|
|
10
|
|
|
13
|
|
||||
Interest cost
|
|
262
|
|
|
242
|
|
|
25
|
|
|
27
|
|
||||
Plan participants' contributions
|
|
8
|
|
|
11
|
|
|
8
|
|
|
6
|
|
||||
Actuarial loss (gain)
|
|
216
|
|
|
(254
|
)
|
|
9
|
|
|
(91
|
)
|
||||
Benefits paid
|
|
(204
|
)
|
|
(185
|
)
|
|
(40
|
)
|
|
(39
|
)
|
||||
Benefit obligation at end of year
|
|
6,050
|
|
|
5,635
|
|
|
578
|
|
|
566
|
|
||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
4,613
|
|
|
4,731
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
|
321
|
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
|
173
|
|
|
103
|
|
|
32
|
|
|
33
|
|
||||
Plan participants' contributions
|
|
8
|
|
|
11
|
|
|
8
|
|
|
6
|
|
||||
Benefits paid
|
|
(204
|
)
|
|
(185
|
)
|
|
(40
|
)
|
|
(39
|
)
|
||||
Fair value of plan assets at end of year
|
|
4,911
|
|
|
4,613
|
|
|
—
|
|
|
—
|
|
||||
Funded status
|
|
$
|
(1,139
|
)
|
|
$
|
(1,022
|
)
|
|
$
|
(578
|
)
|
|
$
|
(566
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts Recognized in the Consolidated Statements of Financial Position:
|
|
|
|
|
|
|
|
|
||||||||
Current liability
(1)
|
|
$
|
(23
|
)
|
|
$
|
(21
|
)
|
|
$
|
(147
|
)
|
|
$
|
(143
|
)
|
Non-current liability
(2)
|
|
(1,116
|
)
|
|
(1,001
|
)
|
|
(431
|
)
|
|
(423
|
)
|
||||
Accumulated other comprehensive loss (income) (pre-tax) related to:
|
|
|
|
|
|
|
|
|
||||||||
Prior service costs (credits)
|
|
68
|
|
|
86
|
|
|
(86
|
)
|
|
(105
|
)
|
||||
Net actuarial loss (gain)
|
|
1,589
|
|
|
1,433
|
|
|
(6
|
)
|
|
(21
|
)
|
(1)
|
Included in other current liabilities and current portion of postretirement plan liabilities, respectively.
|
(2)
|
Included in pension plan liabilities and other postretirement plan liabilities, respectively.
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
|
Year Ended December 31
|
|
Year Ended December 31
|
||||||||||||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Amortization of prior service cost (credit)
|
|
18
|
|
|
19
|
|
|
19
|
|
|
(19
|
)
|
|
(20
|
)
|
|
(26
|
)
|
||||||
Net actuarial loss (gain)
|
|
(241
|
)
|
|
(144
|
)
|
|
(599
|
)
|
|
(9
|
)
|
|
91
|
|
|
(24
|
)
|
||||||
Amortization of net actuarial loss (gain)
|
|
84
|
|
|
86
|
|
|
52
|
|
|
(6
|
)
|
|
2
|
|
|
—
|
|
||||||
Other
|
|
1
|
|
|
(1
|
)
|
|
20
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Total changes in accumulated other comprehensive income (loss)
|
|
$
|
(138
|
)
|
|
$
|
(40
|
)
|
|
$
|
(508
|
)
|
|
$
|
(34
|
)
|
|
$
|
74
|
|
|
$
|
(50
|
)
|
($ in millions)
|
|
Pension Benefits
|
|
Other
Benefits
|
||||
Prior service cost (credit)
|
|
$
|
17
|
|
|
$
|
(20
|
)
|
Net loss
|
|
97
|
|
|
(4
|
)
|
||
Total
|
|
$
|
114
|
|
|
$
|
(24
|
)
|
|
|
Pension Benefits
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Discount rate
|
|
4.73
|
%
|
|
4.34
|
%
|
|
5.27
|
%
|
Expected long-term rate on plan assets
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
Rate of compensation increase
|
|
3.66
|
%
|
|
3.64
|
%
|
|
3.69
|
%
|
|
|
Other Benefits
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Discount rate
|
|
4.58
|
%
|
|
4.22
|
%
|
|
5.03
|
%
|
Initial health care cost trend rate assumed for next year
|
|
7.00
|
%
|
|
7.00
|
%
|
|
7.33
|
%
|
Gradually declining to a rate of
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year in which the rate reaches the ultimate rate
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
|
December 31
|
|
December 31
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Discount rate
|
|
4.47
|
%
|
|
4.73
|
%
|
|
4.38
|
%
|
|
4.58
|
%
|
Rate of compensation increase
|
|
3.68
|
%
|
|
3.66
|
%
|
|
|
|
|
||
Initial health care cost trend rate assumed for next year
|
|
|
|
|
|
6.50
|
%
|
|
7.00
|
%
|
||
Gradually declining to a rate of
|
|
|
|
|
|
5.00
|
%
|
|
5.00
|
%
|
||
Year in which the rate reaches the ultimate rate
|
|
|
|
|
|
2025
|
|
|
2024
|
|
|
|
1 Percentage Point
|
||||||
($ in millions)
|
|
Increase
|
|
Decrease
|
||||
Effect on postretirement benefit expense
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
Effect on postretirement benefit obligations
|
|
23
|
|
|
(21
|
)
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Pension plans
|
|
|
|
|
|
|
||||||
Discretionary
|
|
|
|
|
|
|
||||||
Qualified
|
|
$
|
167
|
|
|
$
|
99
|
|
|
$
|
123
|
|
Non-qualified
|
|
6
|
|
|
4
|
|
|
3
|
|
|||
Other benefit plans
|
|
32
|
|
|
33
|
|
|
33
|
|
|||
Total contributions
|
|
$
|
205
|
|
|
$
|
136
|
|
|
$
|
159
|
|
|
|
|
|
Other Benefits
|
||||||||
($ in millions)
|
|
Pension Benefits
|
|
Benefit Payments
|
|
Subsidy Receipts
|
||||||
2017
|
|
$
|
218
|
|
|
$
|
37
|
|
|
$
|
—
|
|
2018
|
|
231
|
|
|
39
|
|
|
—
|
|
|||
2019
|
|
247
|
|
|
41
|
|
|
—
|
|
|||
2020
|
|
265
|
|
|
43
|
|
|
—
|
|
|||
2021
|
|
283
|
|
|
44
|
|
|
—
|
|
|||
Years 2022 to 2026
|
|
$
|
1,727
|
|
|
$
|
222
|
|
|
$
|
2
|
|
|
|
Range
|
||||
U.S. equities
|
|
15
|
|
-
|
|
37%
|
International equities
|
|
10
|
|
-
|
|
28%
|
Fixed income securities
|
|
25
|
|
-
|
|
50%
|
Alternative investments
|
|
10
|
|
-
|
|
25%
|
|
|
December 31, 2016
|
||||||||||||||
($ in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Plan assets subject to leveling
|
|
|
|
|
|
|
|
|
||||||||
U.S. and international equities
|
|
$
|
988
|
|
|
$
|
988
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government and agency debt securities
|
|
391
|
|
|
—
|
|
|
391
|
|
|
—
|
|
||||
Corporate and other debt securities
|
|
1,126
|
|
|
—
|
|
|
1,126
|
|
|
—
|
|
||||
Group annuity contract
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Cash and cash equivalents
|
|
16
|
|
|
16
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net plan assets subject to leveling
|
|
$
|
2,524
|
|
|
$
|
1,004
|
|
|
$
|
1,520
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Plan assets not subject to leveling
|
|
|
|
|
|
|
|
|
||||||||
U.S. and international equities (a)
|
|
1,653
|
|
|
|
|
|
|
|
|||||||
Corporate and other debt securities
|
|
119
|
|
|
|
|
|
|
|
|||||||
Real estate investments
|
|
309
|
|
|
|
|
|
|
|
|||||||
Hedge funds
|
|
262
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents, net (b)
|
|
44
|
|
|
|
|
|
|
|
|||||||
Total plan assets not subject to leveling
|
|
2,387
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
Net plan assets
|
|
$
|
4,911
|
|
|
|
|
|
|
|
(a)
|
U.S. and international equity securities include investments in small, medium, and large capitalization stocks of public companies held in commingled trust funds.
|
(b)
|
Cash and cash equivalents are highly liquid short-term investment funds and include net receivables and payables of the trust. These funds are available for immediate use to fund daily operations, execute investment policies, and serve as a temporary investment vehicle.
|
|
|
December 31, 2015
|
||||||||||||||
($ in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Plan assets subject to leveling
|
|
|
|
|
|
|
|
|
||||||||
U.S. and international equities
|
|
$
|
1,057
|
|
|
$
|
1,057
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government and agency debt securities
|
|
294
|
|
|
—
|
|
|
294
|
|
|
—
|
|
||||
Corporate and other debt securities
|
|
1,083
|
|
|
—
|
|
|
1,083
|
|
|
—
|
|
||||
Group annuity contract
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Cash and cash equivalents
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net plan assets subject to leveling
|
|
$
|
2,442
|
|
|
$
|
1,062
|
|
|
$
|
1,380
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Plan assets not subject to leveling
|
|
|
|
|
|
|
|
|
||||||||
U.S. and international equities (a)
|
|
1,409
|
|
|
|
|
|
|
|
|||||||
Corporate and other debt securities
|
|
126
|
|
|
|
|
|
|
|
|||||||
Real estate investments
|
|
285
|
|
|
|
|
|
|
|
|||||||
Hedge funds
|
|
312
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents, net (b)
|
|
39
|
|
|
|
|
|
|
|
|||||||
Total plan assets not subject to leveling
|
|
2,171
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
Net plan assets
|
|
$
|
4,613
|
|
|
|
|
|
|
|
(a)
|
U.S. and international equity securities include investments in small, medium, and large capitalization stocks of public companies held in commingled trust funds.
|
(b)
|
Cash and cash equivalents are highly liquid short-term investment funds and include net receivables and payables of the trust. These funds are available for immediate use to fund daily operations, execute investment policies, and serve as a temporary investment vehicle.
|
|
|
Stock Awards
(in thousands)
|
|
Weighted-Average
Grant Date Fair
Value
|
|
Weighted
Average
Remaining
Contractual Term
|
|||
Outstanding as of December 31, 2013
|
|
1,673
|
|
|
$
|
40.92
|
|
|
1.0 year
|
Granted
|
|
246
|
|
|
98.33
|
|
|
|
|
Adjustment due to performance
|
|
918
|
|
|
41.45
|
|
|
|
|
Vested
|
|
(1,510
|
)
|
|
41.45
|
|
|
|
|
Forfeited
|
|
(16
|
)
|
|
45.19
|
|
|
|
|
Outstanding as of December 31, 2014
|
|
1,311
|
|
|
51.23
|
|
|
0.7 years
|
|
Granted
|
|
163
|
|
|
140.48
|
|
|
|
|
Adjustment due to performance
|
|
315
|
|
|
36.36
|
|
|
|
|
Vested
|
|
(865
|
)
|
|
36.36
|
|
|
|
|
Forfeited
|
|
(33
|
)
|
|
83.44
|
|
|
|
|
Outstanding as of December 31, 2015
|
|
891
|
|
|
75.73
|
|
|
0.6 years
|
|
Granted
|
|
169
|
|
|
134.78
|
|
|
|
|
Adjustment due to performance
|
|
326
|
|
|
46.75
|
|
|
|
|
Vested
|
|
(783
|
)
|
|
46.75
|
|
|
|
|
Forfeited
|
|
(25
|
)
|
|
127.45
|
|
|
|
|
Outstanding as of December 31, 2016
|
|
578
|
|
|
$
|
113.95
|
|
|
0.8 years
|
|
|
Shares Under
Option
(in thousands)
|
|
Weighted-
Average
Exercise Price
|
|
Weighted- Average
Remaining
Contractual Term
(in years)
|
|
Aggregate
Intrinsic
Value
($ in millions)
|
|||||
Outstanding as of December 31, 2013
|
|
819
|
|
|
$
|
35.01
|
|
|
2.1 years
|
|
$
|
45
|
|
Exercised
|
|
(174
|
)
|
|
31.11
|
|
|
|
|
|
|||
Canceled and Forfeited
|
|
(1
|
)
|
|
31.76
|
|
|
|
|
|
|||
Outstanding as of December 31, 2014
|
|
644
|
|
|
36.06
|
|
|
1.4 years
|
|
49
|
|
||
Exercised
|
|
(111
|
)
|
|
46.46
|
|
|
|
|
|
|||
Outstanding as of December 31, 2015
|
|
533
|
|
|
33.90
|
|
|
0.6 years
|
|
50
|
|
||
Exercised
|
|
(271
|
)
|
|
30.20
|
|
|
|
|
|
|||
Outstanding as of December 31, 2016
|
|
262
|
|
|
$
|
37.73
|
|
|
0.1 years
|
|
$
|
38
|
|
Vested as of December 31, 2016
|
|
262
|
|
|
$
|
37.73
|
|
|
0.1 years
|
|
$
|
38
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
($ in millions, except per share amounts)
|
|
1st Qtr
(1)
|
|
2nd Qtr
(2)
|
|
3rd Qtr
|
|
4th Qtr
|
||||||||
Sales and service revenues
|
|
$
|
1,763
|
|
|
$
|
1,700
|
|
|
$
|
1,683
|
|
|
$
|
1,922
|
|
Operating income (loss)
|
|
198
|
|
|
217
|
|
|
175
|
|
|
268
|
|
||||
Earnings (loss) before income taxes
|
|
177
|
|
|
199
|
|
|
157
|
|
|
251
|
|
||||
Net earnings (loss)
|
|
136
|
|
|
133
|
|
|
107
|
|
|
197
|
|
||||
Dividends declared per share
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.60
|
|
Basic earnings (loss) per share
|
|
$
|
2.89
|
|
|
$
|
2.83
|
|
|
$
|
2.28
|
|
|
$
|
4.26
|
|
Diluted earnings (loss) per share
|
|
$
|
2.87
|
|
|
$
|
2.80
|
|
|
$
|
2.27
|
|
|
$
|
4.20
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
($ in millions, except per share amounts)
|
|
1st Qtr
|
|
2nd Qtr
(1)
|
|
3rd Qtr
|
|
4th Qtr
(2)
|
||||||||
Sales and service revenues
|
|
$
|
1,570
|
|
|
$
|
1,745
|
|
|
$
|
1,800
|
|
|
$
|
1,905
|
|
Operating income (loss)
|
|
156
|
|
|
269
|
|
|
200
|
|
|
144
|
|
||||
Earnings (loss) before income taxes
|
|
133
|
|
|
244
|
|
|
175
|
|
|
80
|
|
||||
Net earnings (loss)
|
|
87
|
|
|
156
|
|
|
111
|
|
|
50
|
|
||||
Dividends declared per share
|
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
0.50
|
|
Basic earnings (loss) per share
|
|
$
|
1.80
|
|
|
$
|
3.22
|
|
|
$
|
2.31
|
|
|
$
|
1.07
|
|
Diluted earnings (loss) per share
|
|
$
|
1.79
|
|
|
$
|
3.20
|
|
|
$
|
2.29
|
|
|
$
|
1.06
|
|
|
|
|
|
|
/s/ C. Michael Petters
|
|
|
|
/s/ Christopher D. Kastner
|
C. Michael Petters
|
|
|
|
Christopher D. Kastner
|
President and Chief Executive Officer
|
|
|
|
Executive Vice President, Business Management and Chief Financial Officer
|
Equity Compensation Plan Information
|
|||||||||
Plan category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(1)
|
|
Weighted-Average Exercise Price of Outstanding Options,
Warrants and Rights
(2)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities
Reflected in Column (a))
|
|||
|
|
(a)
|
|
(b)
|
|
(c)
|
|||
Equity compensation plans approved by security holders
|
|
840,781
|
|
|
$37.73
|
|
4,190,493
|
|
|
Equity compensation plans not approved by security holders
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
840,781
|
|
|
$37.73
|
|
4,190,493
|
|
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Balance at Beginning of Period
|
|
(Benefits)/Charges to Income
|
|
Other
|
|
Balance at End of Period
|
||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Valuation allowance for deferred tax assets
|
|
$
|
12
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Valuation allowance for deferred tax assets
|
|
14
|
|
|
(3
|
)
|
|
—
|
|
|
11
|
|
||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Valuation allowance for deferred tax assets
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
2.1
|
|
|
Separation and Distribution Agreement, dated as of March 29, 2011, among Titan II Inc. (formerly Northrop Grumman Corporation), Northrop Grumman Corporation (formerly New P, Inc.), Huntington Ingalls Industries, Inc., Northrop Grumman Shipbuilding, Inc. and Northrop Grumman Systems Corporation (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 4, 2011).
|
|
|
|
|
3.1
|
|
|
Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., filed March 30, 2011 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 4, 2011).
|
|
|
|
|
3.2
|
|
|
Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., dated May 28, 2014 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2014).
|
|
|
|
|
3.3
|
|
|
Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., dated May 21, 2015 (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2015).
|
|
|
|
|
3.4
|
|
|
Restated Bylaws of Huntington Ingalls Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 1, 2016).
|
|
|
|
4.1
|
|
|
Indenture, dated as of December 2, 2014, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Company's Annual Report on Form 10-K/A filed on February 19, 2015).
|
|
|
|
|
4.2
|
|
|
First supplemental indenture, dated as of November 17, 2015, to the indenture, dated as of December 2, 2014, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on form 10-K filed February 18, 2016).
|
|
|
|
|
4.3
|
|
|
Indenture, dated as of November 17, 2015, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 17, 2015).
|
|
|
|
|
10.1
|
|
|
Second Amended and Restated Credit Agreement, dated as of July 13, 2015, among Huntington Ingalls Industries, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and an issuing bank, and certain other issuing banks (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 15, 2015).
|
|
|
|
|
10.2
|
|
|
Form of Amended and Restated Indemnification Agreement and Schedule of directors and officers who have entered into such agreement (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K filed on February 19, 2015).
|
|
|
|
|
10.5
|
|
|
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 the Company's Current Report on Form 8-K filed on April 4, 2011).
|
|
|
|
|
10.6
|
|
|
Tax Matters Agreement, dated as of March 29, 2011, among Northrop Grumman Corporation (formerly New P, Inc.), Huntington Ingalls Industries, Inc. and Titan II Inc. (formerly Northrop Grumman Corporation) (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on April 4, 2011).
|
|
|
|
|
10.8
|
|
|
Loan Agreement, dated as of May 1, 1999, between Ingalls Shipbuilding, Inc. and the Mississippi Business Finance Corporation relating to the Economic Development Revenue Bonds (Ingalls Shipbuilding, Inc. Project) Taxable Series 1999A due 2024 (incorporated by reference to Exhibit 10.6 to the Company's Amendment No. 1 to Registration Statement on Form 10 filed on November 24, 2010).
|
|
|
|
|
10.9
|
|
|
Indenture of Trust, dated as of May 1, 1999, between the Mississippi Business Finance Corporation and the First National Bank of Chicago, as Trustee, relating to the Economic Development Revenue Bonds (Ingalls Shipbuilding, Inc. Project) Taxable Series 1999A due 2024 (incorporated by reference to Exhibit 10.7 to the Company's Amendment No. 1 to Registration Statement on Form 10 filed on November 24, 2010).
|
|
|
|
|
10.10
|
|
|
Loan Agreement, dated as of December 1, 2006, between Northrop Grumman Ship Systems, Inc. and the Mississippi Business Finance Corporation relating to the Gulf Opportunity Zone Industrial Development Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project), Series 2006 due 2028 (incorporated by reference to Exhibit 10.8 to the Company's Amendment No. 1 to Registration Statement on Form 10 filed on November 24, 2010).
|
|
|
|
|
10.11
|
|
|
Trust Indenture, dated as of December 1, 2006, between the Mississippi Business Finance Corporation and The Bank of New York Trust Company, N.A., as Trustee, relating to the Gulf Opportunity Zone Industrial Development Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project), Series 2006 due 2028 (incorporated by reference to Exhibit 10.9 to the Company's Amendment No. 1 to Registration Statement on Form 10 filed on November 24, 2010).
|
|
|
|
|
10.12
|
|
|
Guaranty Agreement, dated as of May 1, 1999, between Litton Industries, Inc. and The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 10.10 to the Company's Amendment No. 2 to Registration Statement on Form 10 filed on December 21, 2010).
|
|
|
|
10.13
|
|
|
Assumption of Guaranty of Litton Industries, Inc., dated as of January 1, 2003, by Northrop Grumman Systems Corporation (incorporated by reference to Exhibit 10.11 to the Company's Amendment No. 2 to Registration Statement on Form 10 filed on December 21, 2010).
|
|
|
|
|
10.14
|
|
|
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).
|
|
|
|
|
10.15
|
|
|
Performance and Indemnity Agreement, dated as of March 30, 2011, between Huntington Ingalls Industries, Inc. and Titan II Inc. (formerly Northrop Grumman Corporation) relating to the Gulf Opportunity Zone Industrial Development Revenue Bonds (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2011).
|
|
|
|
|
10.16
|
|
|
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 the Company's Quarterly Report on Form 10-Q filed on May 11, 2011).
|
|
|
|
|
10.17
|
|
|
Ingalls Guaranty Performance, Indemnity and Termination Agreement, dated as of March 29, 2011, among Huntington Ingalls Industries, Inc., Northrop Grumman Systems Corporation and Northrop Grumman Shipbuilding, Inc. (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2011).
|
|
|
|
|
10.18*
|
|
|
Huntington Ingalls Industries Supplemental Plan 2 (incorporated by reference to Exhibit 10.16 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011) and Amendment to Appendix G to the plan.
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10.19*
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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).
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10.20*
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Severance Plan for Elected and Appointed Officers of Huntington Ingalls Industries (incorporated by reference to Exhibit 10.18 to the Company's Quarterly Report on Form 10-Q filed on May 9, 2012).
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10.21*
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First Amendment to Severance Plan for Elected and Appointed Officers of Huntington Ingalls Industries As Amended and Restated (effective March 31, 2012) (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 8, 2012).
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10.22*
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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).
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10.23*
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Huntington Ingalls Industries Savings Excess Plan (incorporated by reference to Exhibit 10.20 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).
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10.24*
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Huntington Ingalls Industries Officers Retirement Account Contribution Plan (incorporated by reference to Exhibit 10.21 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).
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10.25*
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HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan (incorporated by reference to Exhibit 10.22 to the Company's Amendment No. 4 to Registration Statement on Form 10 filed on January 18, 2011).
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10.26*
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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).
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10.27*
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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).
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10.28*
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Huntington Ingalls Industries, Inc. 2011 Long-Term Incentive Stock Plan (incorporated by reference to Exhibit 10.25 to the Company's Amendment No. 8 to Registration Statement on Form 10 filed on March 15, 2011).
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10.29*
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Huntington Ingalls Industries, Inc. Annual Incentive Plan, as amended and restated December 10, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 5, 2016).
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10.30*
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Form of Award Certificate applicable to Non-Employee Director Stock Units Granted Under the 2011 and 2012 Long-Term Incentive Stock Plans (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K filed on February 27, 2013).
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10.31*
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Form of Award Certificate applicable to Restricted Performance Stock Rights Granted Under the 2011 and 2012 Long-Term Incentive Stock Plans (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K filed on February 27, 2014).
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10.32*
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Form of Award Certificate applicable to Restricted Stock Rights Granted Under the 2011 and 2012 Long-Term Incentive Stock Plans (incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K filed on February 27, 2014).
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10.33*
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Form of Award Certificate applicable to Stock Options Granted Under the 2011 and 2012 Long-Term Incentive Stock Plans (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K filed on February 27, 2014).
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10.34*
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Amendment to Terms and Conditions Applicable to 2012, 2013 and 2014 Restricted Performance Stock Rights of Irwin F. Edenzon (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 17, 2013).
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10.35*
|
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|
Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan (incorporated by reference to Annex A to the Proxy Statement filed on April 3, 2012).
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10.36*
|
|
|
Performance-Based Compensation Policy of Huntington Ingalls Industries, Inc (incorporated by reference to Annex B to the Proxy Statement filed on April 3, 2012).
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10.37*
|
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|
Huntington Ingalls Industries, Inc. Amended and Restated Directors' Compensation Policy
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10.38*
|
|
|
Huntington Ingalls Industries, Inc. Directors Compensation Policy--Board Deferred Compensation Policy
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11
|
|
|
Computation of Per Share Earnings (provided in Note 7 of the Notes to Consolidated Financial Statements under the caption “Earnings Per Share”).
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12.1
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|
Ratio of Earnings to Fixed Charges.
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21.1
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List of subsidiaries of Huntington Ingalls Industries, Inc.
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23.1
|
|
|
Consent of Deloitte & Touche LLP.
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31.1
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|
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Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
|
|
|
Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
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|
|
32.1
|
|
|
Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
|
|
|
Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
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|
101
|
|
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The following financial information for the company, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations and Comprehensive Income (Loss), (ii) the Consolidated Statements of Financial Position, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Changes in Equity, and (v) the Notes to Consolidated Financial Statements.
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Huntington Ingalls Industries, Inc.
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||||
/s/ C. Michael Petters
|
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C. Michael Petters
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
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||||
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Signature
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Title
|
|
Date
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|
|
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|
/s/ C. Michael Petters
|
|
President, Chief Executive Officer and Director
|
|
|
C. Michael Petters
|
|
(Principal Executive Officer)
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|
February 16, 2017
|
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|
/s/ Christopher D. Kastner
|
|
Executive Vice President, Business
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|
|
Christopher D. Kastner
|
|
Management and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
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|
February 16, 2017
|
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/s/ Nicolas Schuck
|
|
Corporate Vice President, Controller
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|
|
Nicolas Schuck
|
|
and Chief Accounting Officer
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|
|
|
|
(Principal Accounting Officer)
|
|
February 16, 2017
|
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|
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/s/ Thomas B. Fargo
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|
|
|
|
Thomas B. Fargo
|
|
Chairman
|
|
February 16, 2017
|
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/s/ Augustus L. Collins
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|
|
|
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Augustus L. Collins
|
|
Director
|
|
February 16, 2017
|
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/s/ Kirkland H. Donald
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|
|
|
|
Kirkland H. Donald
|
|
Director
|
|
February 16, 2017
|
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|
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|
/s/ Victoria D. Harker
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|
|
|
|
Victoria D. Harker
|
|
Director
|
|
February 16, 2017
|
|
|
|
|
|
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|
|
/s/ Anastasia D. Kelly
|
|
|
|
|
Anastasia D. Kelly
|
|
Director
|
|
February 16, 2017
|
|
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|
|
/s/ Paul D. Miller
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|
|
|
|
Paul D. Miller
|
|
Director
|
|
February 16, 2017
|
|
|
|
|
|
|
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|
|
|
/s/ Thomas C. Schievelbein
|
|
|
|
|
Thomas C. Schievelbein
|
|
Director
|
|
February 16, 2017
|
|
|
|
|
|
|
|
|
|
|
/s/ John K. Welch
|
|
|
|
|
John K. Welch
|
|
Director
|
|
February 16, 2017
|
|
|
|
|
|
|
|
|
|
|
/s/ Stephen R. Wilson
|
|
|
|
|
Stephen R. Wilson
|
|
Director
|
|
February 16, 2017
|
1 Year Huntington Ingalls Indus... Chart |
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