SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM 11-K
---------
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-12385
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
NEWPORT NEWS SHIPBUILDING INC.
401(k) Investment Plan for Salaried Employees
4101 Washington Avenue
Newport News, Virginia 23607
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Newport News Shipbuilding Inc.
4101 Washington Avenue
Newport News, Virginia 23607
<PAGE>
Newport News Shipbuilding Inc. 401(k) Investment
Plan for Salaried Employees
Financial Statements
As of December 31, 1997 and 1996
Together With Report of Independent Public Accountants
<PAGE>
Report of Independent Public Accountants
To Newport News Shipbuilding Inc.:
We have audited the accompanying statements of net assets available for benefits
of the Newport News Shipbuilding Inc. 401(k) Investment Plan for Salaried
Employees (the "Plan") as of December 31, 1997 and 1996, and the related
statement of changes in net assets available for benefits for the year ended
December 31, 1997. These financial statements and the supplemental schedules
referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Newport News
Shipbuilding Inc. 401(k) Investment Plan for Salaried Employees as of December
31, 1997 and 1996, and the changes in net assets available for benefits for the
year ended December 31, 1997, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1997, and transactions for the year
ended December 31, 1997, are presented for purposes of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Washington, D.C.
June 5, 1998
<PAGE>
Newport News Shipbuilding Inc. 401(k) Investment
Plan for Salaried Employees
As of December 31, 1997 and 1996
Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
Statements of Net Assets Available for Benefits
As of December 31, 1997 and 1996 1
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1997 2
Notes to Financial Statements
As of December 31, 1997 and 1996, and for the Year Ended December 31, 1997 3
Item 27(a) - Schedule of Assets Held for Investment Purposes
As of December 31, 1997 10
- - Schedule of Reportable Transactions
For the Year Ended December 31, 1997 11
Schedules Omitted Because There Were No Such Items For the Year Ended December
31, 1997:
Item 27(b) - Schedule of Loans or Fixed Income Obligations
Item 27(c) - Schedule of Leases in Default or Classified as Uncollectible
Item 27(e) - Schedule of Nonexempt Transactions
</TABLE>
<PAGE>
Newport News Shipbuilding Inc. 401(k) Investment
Plan for Salaried Employees
Statements of Net Assets Available for Benefits
As of December 31, 1997 and 1996
<TABLE>
<CAPTION>
December 31, December 31,
1997 1996
------------ ------------
<S> <C>
Assets:
Investments, at fair market value-
Collective investment funds:
US Bond Index Fund $ 8,896,883 $-
Equity Index Fund 50,578,223 -
LifePath 2000 1,249,011 -
LifePath 2010 2,361,491 -
LifePath 2020 2,042,608 -
LifePath 2030 1,144,463 -
LifePath 2040 1,540,054 -
Money Market Fund
-
Uniqmoedc Money Market Fund 3,083,687 -
Mutual funds:
Putnam New Opportunities Fund 43,303,843 -
Templeton Foreign Fund 11,965,918 -
Fidelity Growth Company Fund 70,202,135 -
INVESCO Value Trust Total Return Fund 9,947,778 -
Common Stock:
Newport News Shipbuilding Inc. Common Stock 50,628,614 -
El Paso Natural Gas Company Common Stock 13,256,907 -
Tenneco Inc. Common Stock 89,962,278 -
Participant Loans 33,018,436 -
----------- ------------
Total investments 592,213,796 -
----------- ------------
Receivables:
Employer's contributions 894,669 415,134
Participants' contributions 1,065,178 830,268
Contributions from Former Plan - 522,767,809
----------- -----------
Total assets 594,173,643 524,013,211
----------- -----------
Liabilities:
Other Liabilities 183,461 -
------------ ------------
Net assets available for benefits $593,990,182 $524,013,211
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Newport News Shipbuilding Inc. 401(k) Investment
Plan for Salaried Employees
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
<S> <C>
Additions:
Transfers from Former Plan $ 229,273
Investment Income-
Net appreciation in fair value of investments 29,576,010
Interest 6,788,628
Dividends 21,540,561
Contributions-
Employer's 21,783,094
Participants' 25,923,235
Other Additions 120,731
-----------
Total additions 105,961,532
-----------
Deductions:
Benefits paid to participants 35,691,920
Administrative expenses 292,641
-----------
Total deductions 35,984,561
-----------
Net additions 69,976,971
-----------
Net assets available for benefits, December 31, 1996 524,013,211
-----------
Net assets available for benefits, December 31, 1997 $593,990,182
===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
Newport News Shipbuilding Inc. 401(k) Investment
Plan for Salaried Employees
Notes to Financial Statements
As of December 31, 1997 and 1996, and for the
Year Ended December 31, 1997
1. Description of the Plan:
General
The Newport News Shipbuilding Inc. 401(k) Investment Plan for Salaried Employees
(the "Plan") was adopted by Newport News Shipbuilding Inc. (the "Company" or
"NNS"), effective December 16, 1996. This Plan was established as a result of
the Company being spun-off from its former parent, Tenneco Inc. ("Tenneco") on
December 11, 1996 (the "Spin-Off"). Prior to the Spin-Off, the Company's
salaried employees were participants in the Tenneco Thrift Plan (the "Former
Plan").
The Plan is intended to constitute a defined contribution 401(k) plan that
provides for tax-deferred savings and employer contributions to participants.
The Company and Barclays Global Investors (the "Trustee") have executed the
Newport News Shipbuilding Inc. 401(k) Investment Plan for Salaried Employees
Trust Agreement, which provides for the investment and reinvestment of the
assets of the Plan.
The Plan is administered by the Company's Benefits Committee (the "Committee").
The members of the Committee are appointed by the Company's Board of Directors
(the "Board").
Eligibility and Contributions
All salaried employees are eligible to participate in the Plan on the first day
of the month after applying for Plan participation. Participants may elect to
voluntarily contribute a percentage of their annual before-tax compensation, not
to exceed limitations imposed by the Internal Revenue Service, through equal pay
period deductions. Participant contributions can range from 1 percent to 12
percent of annual compensation. The Company will provide a matching contribution
equal to 50 percent of participant contributions, capped at 8 percent of
participant contributions. Company matching contributions are made in the form
of the Company's stock. All Plan participants, regardless of whether they make a
contribution, also receive a Company stock grant equal to 3 percent of the
employee's base pay, each pay period.
Participant Accounts
Each participant's account is credited with the participant's contribution, an
allocation of the Plan's earnings or losses and Company matching contributions
each pay period. Allocations are based on the participant's account balance, as
defined in the Plan document.
Vesting
Participants hired after December 11, 1996, must have completed two years of
Company service to be vested in Company matching contributions. Forfeited
contributions are applied to reduce future Company matching contributions.
Participants hired prior to December 11, 1996, are fully vested in Company
matching contributions. All participants are fully vested in the 3 percent stock
grant and all other funds in their accounts.
Payment of Benefits
Upon termination of employment, including layoff, distributions to participants
are generally made via single lump sum payments. Participants whose account
balances exceed $3,500 (or have ever exceeded this amount at the time of a
previous distribution) have the right to defer the distribution of their account
balances until they reach the age of 70.
Investment Options
Upon enrollment in the Plan, participants may direct employee contributions in 1
percent increments in any of the nine investment funds that are selected by the
Committee. The Committee has currently selected the following funds:
US Bond Index Fund - This is an index fund that attempts to replicate the
returns of the Lehman Brothers Aggregate Bond Index.
Equity Index Fund - This is a growth-oriented common stock mutual fund that
focuses on long-term capital appreciation and current income.
LifePath Funds - Collective funds which seek to achieve an appropriate
balance of risk versus return to help reach investment goals at specific
times in the future. Participants are able to choose from 5 different
LifePath funds.
Money Market Fund - Invests in high-quality securities maturing in 13
months or less.
Putnam New Opportunities Fund- Seeks long-term capital appreciation.
Templeton Foreign Fund - Seeks long-term capital growth by investing in
stock and debt obligations of companies and governments outside the United
States.
NNS Fidelity Growth Company Fund - This is a growth-oriented common stock
mutual fund.
NNS INVESCO Value Trust Total Return Fund - Seeks consistent total return
during a variety of market cycles.
Newport News Shipbuilding Inc. Common Stock Fund - Contributions are
invested in the common stock of the Company.
The Plan holds investments in the Tenneco Inc. Common Stock Fund and El Paso
Natural Gas Company Common Stock Fund due to a stock-split that occurred as a
result of the Spin-Off. Investments in these stocks may be held or sold and
reinvested by participants. However, participants cannot purchase additional
shares of Tenneco and El Paso Natural Gas Company Common Stock under the Plan.
Investments in the Newport News Shipbuilding Inc. Common Stock Fund, NNS
Fidelity Growth Company Fund, NNS INVESCO Value Trust Total Return Fund, Tenneco
Inc. Common Stock Fund, and the El Paso Natural Gas Company Common Stock Fund,
are assigned units of participation. All of these funds hold investments in the
Uniqmoedc Money Market Fund. The unit value is determined daily upon the fair
market value of underlying net assets. The total units assigned to participants
and the unit values at December 31,1997 were as follows:
<TABLE>
<CAPTION>
Units Unit Value
---------------------------- ---------------------------
1997 1997
---------------------------- ---------------------------
<S> <C>
Newport News Shipbuilding Inc.
Common Stock Fund 3,336,636 $15.26
NNS Fidelity Growth Company Fund 6,232,332 $11.33
NNS INVESCO Value Trust Total
Return Fund 823,125 $12.15
Tenneco Inc. Common Stock Fund 10,021,049 $ 9.11
El Paso Natural Gas Company Common
Stock Fund 975,695 $13.71
</TABLE>
Loans to Participants:
A participant may borrow up to 50 percent of his or her account balance with a
minimum loan amount of $1,000. Loans are repayable through payroll deductions
for a period no longer than 5 years. Interest on loans to participants is
charged at a rate of prime (rate of interest charged by commercial banks on
loans to preferred customers) plus 1 percent. The interest rate at December 31,
1997 was 9.5 percent.
2. Significant Accounting Policies:
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of
accounting.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions in
determining the reported amounts of the Company's assets, liabilities, revenue,
and expenses. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
All investments are recorded at fair market value based on quoted market prices.
Purchases and sales transactions are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Payment of Benefits
Benefit payments are recorded when paid.
3. Investments:
The fair market value of individual investments that represent five percent of
the Plan's net assets as of December 31, 1997 and 1996, are as follows:
<TABLE>
<CAPTION>
December 31,
------------------------------
1997 1996
------------ -----------
<S> <C>
Money Market Fund $199,031,466 $-
Newport News Shipbuilding Inc.
Common Stock 50,628,614 -
Tenneco Inc. Common Stock 89,962,278 -
Putnam New Opportunities Fund 43,303,843 -
Equity Index Fund 50,578,223 -
Fidelity Growth Company Fund 70,202,135 -
Participant Loans 33,018,436 -
</TABLE>
4. Transfer From Former Plan:
In January 1997, the account balances of the Company's employees totaling
approximately $523 million held by the Former Plan were transferred to the Plan.
5. Tax Status:
The Plan obtained its most recent determination letter on November 17, 1997, in
which the Internal Revenue Service stated that the Plan, as then designated, was
in compliance with the applicable requirements of the Internal Revenue Code. The
Plan's administrator and the Plan's legal counsel believe that the Plan is
currently designed and being operated in compliance with requirements of the
Internal Revenue Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
6. Plan Termination:
The Company does not plan to terminate the Plan, however it has the right to do
so at any time by action of the Board. Should the Company decide to terminate
the Plan, all participants would become fully vested in their account balances.
7. Administrative Expenses:
The Trustee's fees, the expenses of administration of the trust fund, and the
expenses incidental to the operation and management of the Plan are paid by the
Company. These fees totaled $24,490 in 1997. Investment management and similar
fees directly related to the return to participants on amounts invested in the
various investment funds are charged against the Plan's funds as other payments.
8. Related Party Transactions:
Since the Company's common stock is an investment option, investments in this
common stock represent related party transactions. Certain plan investments are
shares of collective funds managed by the Trustee. Therefore, transactions with
these investments qualify as related-party transactions.
<PAGE>
9. Participant Directed Investment Programs:
Statement of Changes in Net Assets by Investment With Fund Information
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
US Bond
Index Equity LifePath LifePath LifePath LifePath LifePath
Fund Index Fund 2000 2010 2020 2030 2040
--------- ---------- -------- -------- -------- -------- --------
<S> <C>
Net assets, December 31, 1996 $ - $ - $ - $ - $ - $ - $ -
Additions:
Transfers from Former Plan 7,450,360 34,357,155 - - - - -
Investment income-
Net appreciation
(deprecation) in fair
value of investments - 11,302,730 57,468 125,019 115,080 79,268 84,265
Interest 729,978 - - - - - -
Dividends - - - - - - -
Contributions-
Employer's - - - - - - -
Participants' 430,968 2,329,304 101,941 176,251 187,639 119,268 160,489
Other additions 638 (23,840) - (1) 65 - 8
- ---------------------------------------------------------------------------------------------------------------------------------
Total additions 8,611,944 47,965,349 159,409 301,269 302,784 198,536 244,762
- ---------------------------------------------------------------------------------------------------------------------------------
Deductions:
Benefits paid to participants 712,088 2,836,502 59,799 450 5,966 2,291 18,636
Administrative expenses 2,753 17,887 356 778 985 858 1,071
- ---------------------------------------------------------------------------------------------------------------------------------
Total deductions 714,841 2,854,389 60,155 1,228 6,951 3,149 19,707
- ---------------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) prior to
interfund transfers 7,897,103 45,110,960 99,254 300,041 295,833 195,387 225,055
Interfund transfers 999,780 5,467,263 1,149,757 2,061,450 1,746,775 949,076 1,314,999
Net increase (decrease) 8,896,883 50,578,223 1,249,011 2,361,491 2,042,608 1,144,463 1,540,054
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, December 31, 1997 $8,896,883 $50,578,223 $1,249,011 $2,361,491 $2,042,608 $1,144,463 $1,540,054
=================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Uniqmoede Putnam New
Money Money Market Opportunities
Market Fund Fund Fund
----------- ------------ --------------
<S> <C>
Net assets, December 31, 1996 $ - $ - $ -
Additions:
Transfers from Former Plan 212,837,161 - 30,278,882
Investment income-
Net appreciation
(deprecation) in fair
value of investments - - 6,297,681
Interest - 94,299 929,433
Dividends 11,068,730 - -
Contributions-
Employer's - - -
Participants' 11,035,741 - 3,230,332
Other additions 414,009 2,989,388 (13,208)
- ------------------------------------------------------------------------------------
Total additions 235,355,641 3,083,687 40,723,120
- ------------------------------------------------------------------------------------
Deductions:
Benefits paid to participants 20,041,330 - 1,517,589
Administrative expenses 105,832 - 18,816
- -----------------------------------------------------------------------------------
Total deductions 20,147,162 - 1,536,405
- -----------------------------------------------------------------------------------
Net Increase (Decrease) prior to
interfund transfers 215,208,479 3,083,687 39,186,715
Interfund transfers (16,177,012) - 4,117,128
Net increase (decrease) 199,031,467 3,083,687 43,303,843
- -----------------------------------------------------------------------------------
Net assets, December 31, 1997 $199,031,467 $3,083,687 $43,303,843
===================================================================================
</TABLE>
<PAGE>
Statement of Changes in Net Assets by Investment With Fund Information
For the Year Ended December 31, 1997
(Continued)
<TABLE>
<CAPTION>
El Paso
Newport Natural Gas
INVESCO Value News Company
Templeton Fidelity Growth Trust Total Shipbuilding Inc. Common
Foreign Fund Company Fund Return Fund Common Stock Stock
- --------------------------------------------------------------------------------------------------------------------------
<S> <C>
Net assets, December 31, 1996 $ - $ - $ - $ - $ -
Additions:
Transfers in from Former Plan 6,016,939 57,603,922 3,934,232 8,699,011 12,761,285
Investment income-
Net appreciation (depreciation)
in fair value of
investments (919,473) 3,904,115 (371,063) 16,424,862 3,726,687
Interest 1,256,362 - 1,399,013 - -
Dividends - 6,541,122 355,935 170,117 321,065
Contributions-
Employer's - - - 21,303,560 -
Participants' 923,229 4,148,147 580,789 2,264,226 -
Other additions (2,828) (429,943) (36,784) (972,383) (61,927)
- --------------------------------------------------------------------------------------------------------------------------
Total additions 7,274,229 71,767,363 5,862,122 47,889,393 16,747,110
- --------------------------------------------------------------------------------------------------------------------------
Deductions:
Benefits paid to participants 332,029 3,181,288 262,250 888,873 531,758
Administrative expenses 4,848 28,956 3,284 23,228 2,196
- --------------------------------------------------------------------------------------------------------------------------
Total deductions 336,877 3,210,244 265,534 912,101 533,954
- --------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) prior to
interfund transfers 6,937,352 68,557,119 5,596,588 46,977,292 16,213,156
Interfund transfers 5,028,566 1,645,016 4,351,190 3,651,322 (2,956,249)
Net increase (decrease) 11,965,918 70,202,135 9,947,778 50,628,614 13,256,907
- --------------------------------------------------------------------------------------------------------------------------
Net assets, December 31, 1997 $11,965,918 $70,202,135 $9,947,778 $50,628,614 $13,256,907
==========================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Tenneco Inc. Participant
Common Stock Loans Other Total
- ----------------------------------------------------------------------------------------------------
<S> <C>
Net assets, December 31, 1996 $ - $ - $524,013,211 $524,013,211
Additions:
Transfers in from Former Plan 128,408,375 20,649,760 (522,767,809) 229,273
Investment income-
Net appreciation (depreciation)
in fair value of
investments (11,250,629) - - 29,576,010
Interest - 2,377,800 1,743 6,788,628
Dividends 3,083,592 - - 21,540,561
Contributions-
Employer's - - 479,534 21,783,094
Participants' - - 234,911 25,923,235
Other additions (1,552,762) - (189,701) 120,731
- -----------------------------------------------------------------------------------------------------
Total additions 118,688,576 23,027,560 (522,241,322) 105,961,532
- -----------------------------------------------------------------------------------------------------
Deductions:
Benefits paid to participants 4,614,100 679,591 7,380 35,691,920
Administrative expenses 19,085 - 61,708 292,641
- ------------------------------------------------------------------------------------------------------
Total deductions 4,633,185 679,591 69,088 35,984,561
- ------------------------------------------------------------------------------------------------------
Net Increase (Decrease) prior to
interfund transfers 114,055,391 22,347,969 (522,310,410) 69,976,971
Interfund transfers (24,093,113) 10,670,467 73,585 -
Net increase (decrease) 89,962,278 33,018,436 (522,236,825) 69,976,971
- ------------------------------------------------------------------------------------------------------
Net assets, December 31, 1997 $89,962,278 $33,018,436 $1,776,386 $593,990,182
======================================================================================================
</TABLE>
<PAGE>
Newport News Shipbuilding Inc. 401(k) Investment
Plan for Salaried Employees
Item 27(a) - Schedule of Assets Held for Investment Purposes
As of December 31, 1997
<TABLE>
<CAPTION>
Current
Identity of Issue Asset Description Cost Value
- ---------------------------- ----------------- ------------ -----------
<S> <C>
US Bond Index Fund* Collective Fund $ 8,896,883 $ 8,896,883
Equity Index Fund* Collective Fund 40,219,934 50,578,223
LifePath 2000* Collective Fund 1,202,960 1,249,011
LifePath 2010* Collective Fund 2,250,784 2,361,491
LifePath 2020* Collective Fund 1,947,058 2,042,608
LifePath 2030* Collective Fund 1,072,108 1,144,463
LifePath 2040* Collective Fund 1,481,619 1,540,054
Money Market Fund* Collective Fund 199,031,466 199,031,466
Uniqmoedc Money Market Fund Collective Fund 3,083,687 3,083,687
Putnam New Opportunities Fund Mutual Fund Shares 36,506,418 43,303,843
Templeton Foreign Fund Mutual Fund Shares 12,848,357 11,965,918
Fidelity Growth Company Fund Mutual Fund Shares 66,971,757 70,202,135
INVESCO Value Trust Total Return Fund Mutual Fund Shares 8,955,380 9,947,778
Newport News Shipbuilding Inc. Common Stock* Common Stock Shares 35,890,207 50,628,614
El Paso Natural Gas Company Common Stock Common Stock Shares 8,054,744 13,256,907
Tenneco Inc. Common Stock Common Stock Shares 91,139,444 89,962,278
Participant Loans (interest rates varied from
6.99% to 9.5% during 1997) Participant Loans 33,018,436 33,018,436
-------------- --------------
Total assets held for investment purposes $552,571,243 $592,213,796
============== ==============
</TABLE>
* Represents a party-in-interest
<PAGE>
Newport News Shipbuilding Inc. 401(k) Investment
Plan for Salaried Employees
Item 27(d) - Schedule of Reportable Transactions
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Number Number Total Cost
of of Total Amount Amount of
Purchase Sales of of Assets Gain
Transactions Transactions Description Purchases (a) Sales (b) Sold (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
97 137 Money Market Fund* $247,669,921 $49,479,360 $49,479,360 $ -
945 1,022 Uniqmoedc Money Market Fund 87,287,325 87,391,400 87,391,400 -
117 149 Putnam New Opportunities Fund 43,174,418 36,433,365 36,933,110 (499,745)
118 103 Fidelity Growth Company Fund 16,007,494 7,322,416 6,624,124 698,292
162 47 INVESCO Value Trust Total
Return Fund 5,623,862 659,511 602,714 56,797
Newport News Shipbuilding
146 77 Inc. Common Stock* 32,354,322 7,794,585 6,046,615 1,747,970
2 183 El Paso Natural Gas Company
Common Stock 3,587 3,013,325 2,115,423 897,902
2 247 Tenneco Inc. Common Stock 30,306 24,570,419 21,603,328 2,967,091
</TABLE>
Note: This schedule presents all transactions or series of transactions of
the same issue during the period January 1, 1997 through December 31,
1997, in excess of 5 percent of the fair value of the Plan's assets as
of the beginning of the year.
(a) Purchase price includes expenses incurred with transactions.
(b) Selling price is net of transaction expenses.
* Represents a party-in-interest
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Newport News Shipbuilding Inc. Benefits Committee has caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
NEWPORT NEWS SHIPBUILDING INC.
401(k) INVESTMENT PLAN FOR
SALARIED EMPLOYEES
Date: June 29, 1998 By: Robert H. Walker
------------------------------- -----------------------------
Manager, Employee Benefits
Newport News Shipbuilding Inc.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K, into Newport News
Shipbuilding Inc.'s previously filed Registration Statements on Form S-8, File
Nos. 333-17447 and 333-22539.
Washington, D.C.
June 29, 1998
