What changed in this filing

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Item 9A. Controls and Procedures

2023-02-09 compared with 2022-02-10 · 88 added, 66 removed, 316 unchanged (33% of the section changed)

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Changes in Internal Control over Financial Reporting

On August 19, 2021, the Company completed the acquisition of Alion.

In accordance with the general guidance issued by the staff of the SEC, Alion is excluded from the scope of management’s report on internal control over financial reporting for the year ended December 31, 2021.

Alion's financial statement amounts constitute 5% of total assets, 5% of revenues, and 2% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2021.

The Company is integrating Alion’s processes into its financial reporting framework, which may result in additions or changes to its internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

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

Other than the foregoing, there have been no changes in our internal control over financial reporting that occurred in the period covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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Information about our Executive Officers

The following table sets forth certain information as of February 4, 2022, concerning our executive officers, including a five-year employment history.

The following table sets forth certain information concerning our executive officers, including a five-year employment history.

Name Age Position(s)

Michael Petters 62 President and Chief Executive Officer

Christopher D.

Kastner 58 Executive Vice President and Chief Operating Officer

Kastner 59 President and Chief Executive Officer

Amin 68 Executive Vice President and Chief Information Officer

Borkey 59 Executive Vice President and Chief Technology Officer

Boudreaux 49 Executive Vice President and Chief Legal Officer

Boykin 58 Executive Vice President and President, Newport News Shipbuilding

Ermatinger 58 Executive Vice President and Chief Human Resources Officer

Green III 56 Executive Vice President and President, Technical Solutions

Chewning 45 Executive Vice President, Strategy and Development

Green III 57 Executive Vice President and President, Mission Technologies

Harris 58 Executive Vice President, Chief Sustainability and Compliance Officer

Hart 52 Executive Vice President, Communications

Holmes 61 Executive Vice President, Government and Customer Relations

Hughes 59 Executive Vice President and Chief Human Resources Officer

Schuck 49 Corporate Vice President, Controller and Chief Accounting Officer

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Wyatt 64 Corporate Vice President and Treasurer

Michael Petters, President and Chief Executive Officer - Mr.

Petters has been our President and Chief Executive Officer since March 2011.

Prior to that and from 2008, Mr.

Petters was President of Northrop Grumman Shipbuilding ("NGSB").

Before that and from 2004, he was President of Northrop Grumman Newport News.

Since joining Newport News Shipbuilding and Dry Dock Company in 1987, Mr.

Petters' responsibilities have included oversight of the Virginia -class submarine program, the nuclear-powered aircraft carrier programs, aircraft carrier refueling and overhaul, submarine fleet maintenance, commercial and naval ship repair, human resources, and business and technology development.

Petters holds a B.S.

in Physics from the U.S.

Naval Academy and an M.B.A.

from the College of William and Mary.

Christopher D.

Kastner , Executive Vice President and Chief Operating Officer - Mr.

Kastner was elected Executive Vice President and Chief Operating Officer effective February 12, 2021.

From March 2016 until he assumed his current position, he served as Executive Vice President and Chief Financial Officer.

Kastner , President and Chief Executive Officer - Mr.

Kastner was elected President and Chief Executive Officer effective March 1, 2022.

From February 2021 until he was elected to his current position, he served as Executive Vice President and Chief Operating Officer.

From March 2016 until February 2021, he served as Executive Vice President and Chief Financial Officer.

From August 2012 until March 2016, Mr.

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

He holds a B.S in Mechanical

Engineering from Maharaja Sayajirao University, India, as well as a M.S.

He holds a B.S in Mechanical Engineering from Maharaja Sayajirao University, India, as well as a M.S.

in Industrial Engineering and an Executive M.B.A.

in International Business and Finance from Rutgers University.

Borkey, Executive Vice President and Chief Technology Officer – Mr.

Borkey was elected Executive Vice President and Chief Technology Officer effective September 26, 2022.

Prior to that, and from October 2017, he served as Chief Technology Officer at Alion Science and Technology.

Before joining Alion, Mr.

Borkey served as

CTO to Thales Defense and Security and DRS Defense Solutions, where he was responsible for the technical roadmap and program operations to a wide range of products, including RF communications, C5ISR solutions, remote sensors, radars, sonars, and cyber/electronic warfare products.

Earlier in his career, Mr.

Borkey performed a range of engineering and management assignments within Northrop Grumman and AT&T Bell Labs.

He received a Master's Degree in engineering management from Stevens Institute of Technology and holds an undergraduate degree in Applied Mathematics from the University of Albuquerque.

Boudreaux, Executive Vice President and Chief Legal Officer - Mr.

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Merchant Marine Academy and a Master's Degree in Engineering Management from The George Washington University.

Ermatinger, Executive Vice President and Chief Human Resources Officer - Mr.

Ermatinger has been Executive Vice President and Chief Human Resources Officer since March 2011.

Prior to that and from 2008, Mr.

Ermatinger was Sector Vice President of Human Resources and Administration for NGSB.

In that position, he was responsible for all NGSB human resources and administration activities.

Since joining a predecessor of Northrop Grumman in 1987, Mr.

Ermatinger has held several human resources management positions with increasing responsibility, including Vice President of Human Resources and Administration of Northrop Grumman Newport News.

Ermatinger holds a B.A.

in Political Science from the University of Maryland Baltimore County.

Green III, Executive Vice President and President, Technical Solutions - Mr.

Green was appointed Executive Vice President and President, Technical Solutions in December 2016.

Chewning, Executive Vice President, Strategy and Development - Mr.

Chewning was elected Executive Vice President, Strategy and Development, effective January 30, 2023.

Before joining HII, Mr.

Chewning co-led McKinsey & Company's Aerospace & Defense practice in the Americas beginning in April 2020.

From January 2019 to January 2020, he served as the Chief of Staff to the U.S.

Secretary of Defense.

Prior to that and from October 2017, Mr.

Chewning was the Deputy Assistant Secretary of Defense for Industrial Policy.

He is a former U.S.

Army military intelligence officer and, prior to that, was an investment banker with Morgan Stanley & Co.

Chewning received a B.A.

in international relations from the University of Chicago and a M.B.A.

from the Darden School of Business at the University of Virginia.

Green III, Executive Vice President and President, Mission Technologies - Mr.

Green was appointed Executive Vice President and President, Mission Technologies in December 2016.

Prior to that and from January 2015, he served as Corporate Vice President, Corporate Development.

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from Duke University.

Harris, Executive Vice President and Chief Sustainability and Compliance Officer – Mr.

Harris was appointed Executive Vice President and Chief Sustainability and Compliance Officer effective March 14, 2022.

Prior to that, and from September 2020, when he joined HII, Mr.

Harris served as Corporate Vice President, Chief Compliance and Privacy Officer.

Before joining HII, he served as Senior Vice President at Hampton University, his alma mater, beginning in September 2016.

Before returning to Hampton, Mr.

Harris held several positions of increasing authority and responsibility in corporate law departments, including Sodexo, Northrop Grumman, and Raytheon.

Prior to joining Raytheon, he served as Deputy Assistant Attorney General at the U.S.

Department of Justice, where he later was elevated to Deputy Associate Attorney General.

Prior to his service at the Department of Justice, Mr.

Harris served as a Member of the Virginia House of Delegates, from 1998 to 2001.

Army veteran, he earned a Bachelor of Arts degree from Hampton University and a Juris Doctor degree from The George Washington University Law School.

Hart, Executive Vice President, Communications – Ms.

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Prior to joining Textron in January 2015, Mr.

Holmes served as the staff director/minority clerk for the Senate

Appropriations Subcommittee on Defense and, prior to that, worked as a staff member for the Senate Appropriations Committee and as an aide to Sen.

Holmes served as the staff director/minority clerk for the Senate Appropriations Subcommittee on Defense and, prior to that, worked as a staff member for the Senate Appropriations Committee and as an aide to Sen.

Thad Cochran of Mississippi.

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Marine Corps for more than two decades and is a graduate of The Citadel and the Naval Postgraduate School.

Hughes - Executive Vice President and Chief Human Resources Officer - Mr.

Hughes was appointed Executive Vice President and Chief Human Resources Officer effective April 1, 2022.

Prior to that, and from March 2006, he served as the Vice President of Human Resources and Administration for Ingalls Shipbuilding.

Before joining Ingalls Shipbuilding, Mr.

Hughes served in human resources roles of increasing responsibilities at General Motors and TRW Automotive.

He received a B.S.

from Tougaloo College and an M.B.A.

from Indiana University.

Schuck, Corporate Vice President, Controller and Chief Accounting Officer - Mr.

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Wyatt served as Treasurer of Newport News Shipbuilding Inc., Assistant Treasurer and Manager of Finance, and has held various positions in the financial area, including cost estimating, cost control, accounting, financial analysis, and government accounting.

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

He has extensive Treasury experience, including responsibility for corporate finance, cash management, risk management and all financings, capital structure, capital market

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

Wyatt holds a B.S.

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We have adopted a Code of Ethics and Business Conduct for all of our employees, including the principal executive officer, principal financial officer, and principal accounting officer.

The Code of Ethics and Business Conduct can be found on our internet website at www.huntingtoningalls.com under "Investor Relations—Company Information—Leadership and Governance." A copy of the Code of Ethics and Business Conduct is available to any stockholder who requests it by writing to:

The Code of Ethics and Business Conduct can be found on our internet website at www.HII.com under "Investor Relations—Company Corporate Governance." A copy of the Code of Ethics and Business Conduct is available to any stockholder who requests it by writing to:

Huntington Ingalls Industries, Inc., c/o Office of the Secretary, 4101 Washington Avenue, Newport News, VA 23607.

If we make any substantive amendments to the Code of Ethics and Business Conduct or grant any waivers, including any implicit waiver, from a provision of the Code of Ethics and Business Conduct, in each case as it relates to any provision of the Code of Ethics and Business Conduct specified in applicable SEC rules or stock exchange rules, to our principal executive officer, principal financial officer, principal

accounting officer or controller, or persons performing similar functions, we will disclose the nature of the amendment or waiver on our website.

Our website and information contained on our website or incorporated into our website are not intended to be incorporated into this report on Form 10-K or other filings with the SEC.

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EXECUTIVE COMPENSATION

Information concerning executive compensation, including information concerning compensation committee interlocks, insider participation, and the compensation committee report, will be incorporated herein by reference to the Proxy Statement for our 2022 Annual Meeting of Stockholders, to be filed within 120 days after the end of the Company’s fiscal year.

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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(1) Includes grants made under the Huntington Ingalls Industries, Inc.

2022 Long-Term Incentive Stock Plan (the "2022 Plan"), which was approved by our stockholders on May 3, 2022, Huntington Ingalls Industries, Inc.

2012 Long-Term Incentive Stock Plan (the "2012 Plan"), which was approved by our stockholders on May 2, 2012, and the Huntington Ingalls Industries, Inc.

2011 Long-Term Incentive Stock Plan (the "2011 Plan"), which was approved by the sole stockholder of HII prior to its spin-off from Northrop Grumman Corporation.

Of these shares, 14,972 were stock rights granted under the 2011 Plan.

In addition, this number includes 45,791 stock rights, 29,822 restricted stock rights, and 394,597 restricted performance stock rights granted under the 2012 Plan, assuming target performance achievement.

(2) There are no awards made under plans not approved by security holders.

These shares were comprised of 14,972 stock rights granted under the 2011 Plan, 53,929 stock rights, 23,304 restricted stock rights, and 406,515 restricted performance stock rights granted under the 2012 Plan, assuming target performance achievement, and 7,678 restricted performance stock rights granted under the 2022 Plan, assuming target performance achievement.

(2) No awards have been granted under plans not approved by security holders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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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).

2.2 Stock Purchase Agreement by and among Alion Holdings LLC, Alion Holding Corp.

and Huntington Ingalls Industries, Inc.

dated July 4, 2021 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on July 9, 2021) .

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).

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3.5 Restated Bylaws of Huntington Ingalls Industries, Inc.

(incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 30, 2021).

(incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 8, 2022 ).

4.1 Indenture, dated as of December 1, 2017, by and among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 4, 2017).

4.2 First Supplemental Indenture, dated as of August 27, 2019, to the Indenture, dated as of December 1, 2017, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2019).

4.3 Second Supplemental Indenture, dated as of June 30, 2020, to the Indenture, dated as of December 1, 2017, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K file d on February 11, 2021).

4.4 Third Supplemental Indenture, dated as of December 14, 2021, to the Indenture, dated as of December 1, 2017, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K filed on February 10, 2022).

4.5 Indenture, dated March 30, 2020, by and among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 30, 2020).

4.6 First Supplemental Indenture, dated as of June 30, 2020, to the Indenture, dated as of March 30, 2020, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K filed on February 11, 2021).

4.8 Indenture, dated as of August 16, 2021, by and among Huntington Ingalls Industries, Inc ., certain subsidiaries of Huntington Ingalls Industries, Inc.

4.7 Second Supplemental Indenture, dated as of December 14, 2021, to the Indenture, dated as of March 30, 2020, among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.7 to the Company's Annual Report on Form 10-K filed on February 10, 2022).

4.8 Indenture, dated as of August 16, 2021, by and among Huntington Ingalls Industries, Inc., certain subsidiaries of Huntington Ingalls Industries, Inc., and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8–K filed on August 16, 2021).

4.9 First Supplemental Indenture, dated as of December 14, 2021, to the Indenture, dated as of August 16, 2021, by and among Huntington Ingalls Industries, Inc., certain subsidiaries of Huntington Ingalls Industries, Inc.

Bank National Association, as trustee .

4.10 Registration Rights Agreement, dated as of August 16, 2021, by and among Huntington Ingalls Industries, Inc.

, certain subsidiaries of Huntington Ingalls Industries, Inc.

Morgan Securities LLC, BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., Scotia Capital (USA) Inc.

Bancorp Investments, Inc., as representatives of the initial purchasers (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on August 16, 2021).

Bank National Association, as trustee (incorporated by reference to Exhibit 4.9 to the Company's Annual Report on Form 10-K filed on February 10, 2022).

4.10 Description of Securities

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10.35* Huntington Ingalls Industries, Inc.

2022 Long-Term Incentive Stock Plan (incorporated herein by reference to Annex B to the Company's definitive proxy statement filed on March 21, 2022).

10.36* Terms and Conditions Applicable to Restricted Performance Stock Rights Granted Under the 2022 Long-Term Incentive Stock Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 4, 2022).

10.37* Terms and Conditions Applicable to Restricted Stock Rights (1-year vesting) Granted Under the 2022 Long-Term Incentive Stock Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 4, 2022).

10.38* Terms and Conditions Applicable to Restricted Stock Rights (2-year vesting) Granted Under the 2022 Long-Term Incentive Stock Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 4, 2022).

10.39* Terms and Conditions Applicable to Restricted Stock Rights (3-year vesting) Granted Under the 2022 Long-Term Incentive Stock Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 4, 2022).

10.40* Terms and Conditions Applicable to Non-Employee Director Stock Grants Under the 2022 Long-Term Incentive Stock Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on August 4, 2022).

10.41* Huntington Ingalls Industries, Inc.

Amended and Restated Directors' Compensation Policy.

10.42* Huntington Ingalls Industries, Inc.

Directors Compensation Policy--Amended and Restated Board Deferred Compensation Policy (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on December 19, 2018).

Directors Compensation Policy--Amended and Restated Board Deferred Compensation Policy.

21.1 List of subsidiaries of Huntington Ingalls Industries, Inc.

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Huntington Ingalls Industries, Inc.

Michael Petters

/s/ Christopher D.

Christopher D.

President and Chief Executive Officer

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Signature Title Date

Michael Petters President, Chief Executive Officer and Director

Michael Petters (Principal Executive Officer) February 10, 2022

/s/ Christopher D.

Kastner President, Chief Executive Officer and Director

Christopher D.

Kastner (Principal Executive Officer) February 9, 2023

/s/ Thomas E.

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Donald Chairman February 9, 2023

/s/ Philip M.

Bilden Director February 10, 2022

/s/ Augustus L.

Collins Director February 9, 2023

Denault Director February 9, 2023

/s/ Victoria D.

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures