Delaware
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90-0607005 | |
(State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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4101 Washington Avenue Newport News, Virginia (Address of Principal Executive Offices) |
23607 (Zip Code) |
Name of Each Exchange on Which |
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Title of Each Class to be so Registered
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Each Class is to be Registered
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Common stock, par value $1.00 per share
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The New York Stock Exchange, Inc. |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
Item 1. | Business |
Item 1A. | Risk Factors |
Item 2. | Financial Information |
Item 3. | Properties |
Item 4. | Security Ownership of Certain Beneficial Owners and Management |
Item 5. | Directors and Executive Officers |
Item 6. | Executive Compensation |
Item 7. | Certain Relationships and Related Transactions, and Director Independence |
Item 8. | Legal Proceedings |
Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters |
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Item 10. | Recent Sales of Unregistered Securities |
Item 11. | Description of Registrant’s Securities to be Registered |
Item 12. | Indemnification of Directors and Officers |
Item 13. | Financial Statements and Supplementary Data |
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 15. | Financial Statements and Exhibits |
Exhibit No.
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Description
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2 | .1 | Form of Separation and Distribution Agreement among Huntington Ingalls Industries, Inc., Northrop Grumman Corporation, New P, Inc., Northrop Grumman Shipbuilding, Inc. and Northrop Grumman Systems Corporation.††† | ||
3 | .1 | Form of Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc.†††† | ||
3 | .2 | Form of Restated Bylaws of Huntington Ingalls Industries, Inc.†††† | ||
4 | .1 | Indenture dated as of March 11, 2011 between Huntington Ingalls Industries, Inc. and The Bank of New York Mellon, as trustee.††††† | ||
10 | .1 | Form of Employee Matters Agreement among Northrop Grumman Corporation, New P, Inc. and Huntington Ingalls Industries, Inc.††† | ||
10 | .2 | Form of Insurance Matters Agreement among Northrop Grumman Corporation, New P, Inc. and Huntington Ingalls Industries, Inc.††† | ||
10 | .3 | Form of Intellectual Property License Agreement between Northrop Grumman Systems Corporation and Northrop Grumman Shipbuilding, Inc.††† | ||
10 | .4 | Form of Tax Matters Agreement between New P, Inc. and Huntington Ingalls Industries, Inc.††† | ||
10 | .5 | Form of Transition Services Agreement between New P, Inc. and Huntington Ingalls Industries, Inc.††† | ||
10 | .6 | Loan Agreement dated as of May 1, 1999 between Ingalls Shipbuilding, Inc. and the Mississippi Business Finance Corporation relating to the Economic Revenue Development Bonds (Ingalls Shipbuilding, Inc. Project) Taxable Series 1999A due 2024.† |
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Exhibit No.
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Description
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10 | .7 | Indenture of Trust dated as of May 1, 1999 between the Mississippi Business Finance Corporation and the First National Bank of Chicago, as Trustee, relating to the Economic Revenue Development Bonds (Ingalls Shipbuilding, Inc. Project) Taxable Series 1999A due 2024.† | ||
10 | .8 | Loan Agreement dated as of December 1, 2006 between Northrop Grumman Ship Systems, Inc. and the Mississippi Business Finance Corporation relating to the Gulf Opportunity Zone Industrial Development Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project), Series 2006 due 2028.† | ||
10 | .9 | Trust Indenture dated as of December 1, 2006 between the Mississippi Business Finance Corporation and The Bank of New York Trust Company, N.A., as Trustee, relating to the Gulf Opportunity Zone Industrial Development Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project), Series 2006 due 2028.† | ||
10 | .10 | Guaranty Agreement dated as of May 1, 1999 between Litton Industries, Inc. and The First National Bank of Chicago, as Trustee.†† | ||
10 | .11 | Assumption of Guaranty of Litton Industries, Inc. dated as of January 1, 2003 by Northrop Grumman Systems Corporation.†† | ||
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.†† | ||
10 | .13 | Performance and Indemnity Agreement dated as of , 20 between Huntington Ingalls Industries, Inc. and Northrop Grumman Corporation.††† | ||
10 | .14 | Performance and Indemnity Agreement dated as of , 20 between Huntington Ingalls Industries, Inc. and Northrop Grumman Corporation.††† | ||
10 | .15 | Ingalls Guaranty Performance, Indemnity and Termination Agreement dated as of , 20 among Huntington Ingalls Industries, Inc., Northrop Grumman Systems Corporation and Northrop Grumman Shipbuilding, Inc.††† | ||
10 | .16 | Huntington Ingalls Industries Supplemental Plan 2.††† | ||
10 | .17 | Huntington Ingalls Industries ERISA Supplemental Plan.††† | ||
10 | .18 | Severance Plan for Elected and Appointed Officers of Huntington Ingalls Industries.††† | ||
10 | .19 | Huntington Ingalls Industries Deferred Compensation Plan.††† | ||
10 | .20 | Huntington Ingalls Industries Savings Excess Plan.††† | ||
10 | .21 | Huntington Ingalls Industries Officers Retirement Account Contribution Plan.††† | ||
10 | .22 | HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan.††† | ||
10 | .23 | Huntington Ingalls Industries Electronic Systems Executive Pension Plan.††† | ||
10 | .24 | Huntington Ingalls Industries, Inc. Special Officer Retiree Medical Plan.††† | ||
10 | .25 | Huntington Ingalls Industries, Inc. 2011 Long-Term Incentive Stock Plan.††††† | ||
10 | .26 | The 2011 Incentive Compensation Plan of Huntington Ingalls Industries, Inc.††† | ||
10 | .27 | Credit Agreement dated as of March 11, 2011 among Huntington Ingalls Industries, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, issuing bank and swingline lender, and Credit Suisse AG, as swingline lender. | ||
21 | .1 | Subsidiaries of Huntington Ingalls Industries, Inc.† | ||
99 | .1 | Information Statement. |
† | Previously filed on November 24, 2010. | |
†† | Previously filed on December 21, 2010. | |
††† | Previously filed on January 18, 2011. | |
†††† | Previously filed on February 9, 2011. |
††††† | Previously filed on March 15, 2011. |
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By: |
/s/ C.
Michael Petters
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