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Item 9A. Controls and Procedures

2024-02-01 compared with 2023-02-09 · 50 added, 30 removed, 374 unchanged (18% of the section changed)

4 unchanged sentences

Changes in Internal Control over Financial Reporting

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.

There have been no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2023, 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

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in Internal Control – Integrated Framework ( 2013 ), issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management, with the participation of Company's Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), has conducted an assessment, including testing, using the criteria in Internal Control – Integrated Framework ( 2013 ), issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

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OTHER INFORMATION

Adoption or Termination of Trading Arrangements

A significant portion of the compensation of our directors and officers is in the form of equity awards, and, from time to time, directors and officers engage in open-market transactions with respect to the securities they acquire pursuant to such equity awards or other securities we have issued, including for diversification or other personal reasons.

Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions comply with applicable U.S.

federal securities laws that prohibit trading while in possession of material nonpublic information.

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

The following table describes the contracts, instructions or written plans for the purchase or sale of securities adopted by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended December 31, 2023, that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

No other Rule 10b5-1 trading arrangements or “non-Rule 10b5–1 trading arrangements” (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers during such period:

Name and Title Date of Adoption Duration of Trading Arrangement 1

Aggregate Number of Securities to be Sold 2

November 15, 2023 March 15, 2024 7,895 Common Stock

Executive Vice President and President, Mission Technologies

1 The plan duration extends to the date listed in this column or such earlier date upon the completion of all trades

under the plan (or the expiration of the orders relating to such trades without execution) or the occurrence of such other termination events as specified in the plan.

2 The aggregate number of shares to be sold will depend, in part, on the Company’s performance in 2021, 2022 and

To promote the alignment of management and stockholder interests, our directors and officers are subject to stock ownership guidelines, which are described on pages 63 and 64 of our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 20, 2023.

As of the date of this report on Form 10-K, the execution of the Rule 10b5-1 trading arrangement described above will not cause such person to fall out of compliance with the stock ownership guidelines applicable to him.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Kastner 60 President and Chief Executive Officer

Amin 68 Executive Vice President and Chief Information Officer

Borkey 60 Executive Vice President and Chief Technology Officer

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Schuck 50 Corporate Vice President, Controller and Chief Accounting Officer

Christopher W.

Soong 51 Executive Vice President and Chief Information Officer

Stiehle 58 Executive Vice President and Chief Financial Officer

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in Political Science from the University of California at Santa Barbara and an M.B.A from Pepperdine University.

Amin, Executive Vice President and Chief Information Officer - Mr.

Amin was appointed Executive Vice President and Chief Information Officer in January 2020.

Prior to that and from December 2014, he was Vice President and Chief Information Officer for Newport News Shipbuilding.

Prior to that, he held various leadership positions at BAE Systems Inc., including Business Technology Officer and Vice President and CIO of the Global Land and Armament Sector.

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.

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.

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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.

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.

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Boudreaux was appointed Executive Vice President and Chief Legal Officer effective April 1, 2020.

In this position, he has overall leadership responsibility for our law department and outside counsel.

In this position, he has overall leadership

responsibility for our law department and outside counsel.

Prior to that appointment, Mr.

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From December 2009 until December 2011, Mr.

Schuck served as Director, Finance at ManTech International Corporation, a provider of technologies and solutions for national security programs for the intelligence community and other U.S.

federal government customers.

Schuck served as Director, Finance at ManTech International Corporation.

Prior to that, he worked for PricewaterhouseCoopers and Arthur Andersen.

1 unchanged sentence

He holds a Bachelor's Degree and a Master's Degree in Accounting and Finance and is a certified public accountant.

Christopher W.

Soong, Executive Vice President and Chief Information Officer – Mr.

Soong was elected Executive Vice President and Chief Information Officer in April 2023.

Prior to that and from August 2021, he served as Chief Information Officer for HII’s Mission Technologies business segment.

From October 2018 to August 2021, Mr.

Soong served as Senior Vice President and Chief Information Officer at Alion Science and Technology.

He has also served in executive-level positions at Booz Allen Hamilton and Sprint.

Soong holds a bachelor’s degree in civil engineering from Virginia Tech.

He holds a Leadership Certificate from the University of Maryland and participated in the CIO Institute at the MIT Sloan School of Management.

Stiehle, Executive Vice President and Chief Financial 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.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:

The Code of Ethics and Business Conduct can be found on our internet website at www.HII.com under "Investors—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.

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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.

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.

These shares were comprised of 14,972 stock rights granted under the 2011 Plan, 50,548 stock rights, 4,113 restricted stock rights, and 291,628 restricted performance stock rights granted under the 2012 Plan, and 7,333 stock rights, 9,521 restricted stock rights, and 156,589 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.

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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).

10.36* Terms and Conditions Applicable to Restricted Performance Stock Rights Granted Under the 2022 Long-Term Incentive Stock Plan, as amended.

10.37* Terms and Conditions Applicable to Ratable Vesting Restricted Stock Rights Granted Under the 2022 Long-Term Incentive Stock Plan.

10.38* Terms and Conditions Applicable to Cliff Vesting Restricted Stock Rights Granted Under the 2022 Long-Term Incentive Stock Plan.

10.39* Terms and Conditions Applicable to Non-Employee Director Stock Units Granted Under the 2022 Long-Term Incentive Stock Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2023).

10.40* Terms and Conditions Applicable to Non-Employee Director Stock Grants Under the 2022 Long-Term Incentive Stock Plan, as amended (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 2 , 2023).

10.41* Huntington Ingalls Industries, Inc.

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10.42* Huntington Ingalls Industries, Inc.

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

Directors Compensation Policy--Amended and Restated Board Deferred Compensation Policy (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K filed on February 9, 2023).

10.43 Amendment No.

1, dated April 24, 2023, to the Company’s Amended and Restated Credit Agreement, dated August 2, 2021, among Huntington Ingalls Industries, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and an issuing bank, and certain other issuing banks (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 28, 2023).

10.44 Amendment No.

1, dated April 24, 2023, to the Company’s Credit Agreement, dated August 2, 2021, among Huntington Ingalls Industries, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 28, 2023).

21.1 List of subsidiaries of Huntington Ingalls Industries, Inc.

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97* Huntington Ingalls Industries, Inc.

Compensation Recovery Policy.

101 The following financial information for the company, formatted in XBRL (Extensible Business Reporting Language):

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FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 9th day of February, 2023.

Huntington Ingalls Industries, Inc.

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Denault Director February 1, 2024

Faller Director February 1, 2024

/s/ Victoria D.

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Welch Director February 1, 2024

/s/ Stephen R.

Wilson Director February 9, 2023

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