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Item 9A. Controls and Procedures

2025-02-06 compared with 2024-02-01 · 128 added, 192 removed, 232 unchanged (58% of the section changed)

12 unchanged sentences

Based on its assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2024, based on criteria in Internal Control – Integrated Framework ( 2013 ), issued by the COSO.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8.

The effectiveness of the Company’s internal control over financial reporting as of

December 31, 2024, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8.

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.

During the quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Information about our Executive Officers

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

Our executive officers as of February 6, 2025 are listed below, along with their ages, position currently held, and business experience during at least the last five years.

Name Age Position(s)

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Kastner 61 President and Chief Executive Officer

Blanchette 50 Executive Vice President and President, Ingalls Shipbuilding

Borkey 61 Executive Vice President and Chief Technology Officer

Boudreaux 51 Executive Vice President and Chief Legal Officer

Boykin 59 Executive Vice President and President, Newport News Shipbuilding

Boykin 60 Executive Vice President, Special Projects

Chewning 47 Executive Vice President, Strategy and Development

4 unchanged sentences

Hughes 61 Executive Vice President and Chief Human Resources Officer

Powell 60 Corporate Vice President and Treasurer

Schuck 51 Corporate Vice President, Controller and Chief Accounting Officer

2 unchanged sentences

Stiehle 59 Executive Vice President and Chief Financial Officer

Wilkinson 49 Executive Vice President and President, Ingalls Shipbuilding

Wyatt 65 Corporate Vice President and Treasurer

Wilkinson 50 Executive Vice President and President, Newport News Shipbuilding

Christopher D.

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.

Kastner served as Corporate Vice President and General Manager, Corporate Development.

Prior to that and from March 2011, he served as Vice President and Chief Financial Officer of our Ingalls Shipbuilding segment.

Before that and from 2008, Mr.

Kastner served as Vice President, Business Management and Chief Financial Officer of NGSB, Gulf Coast, and served as Vice President, Contracts and Risk Management of Northrop Grumman Ship Systems from 2006 to 2008.

Prior to that, he held several positions at other Northrop Grumman businesses, including Corporate Director of Strategic Transactions.

Kastner holds a B.A.

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

Kast ner has served as President and Chief Executive Officer since March 2022.

Prior to becoming CEO, he served as Executive Vice President and Chief Operating Officer from February 2021 to February 2022, and as Executive Vice President and Chief Financial Officer from March 2016 to February 2021.

Kastner served as Corporate Vice President and General Manager, Corporate Development from August 2012 to March 2016, and as Vice President and Chief Financial Officer, Ingalls Shipbuilding, from March 2011 to August 2012.

Prior to the spin-off, Mr.

Kastner held various positions, including as Vice President, Business Management and Chief Financial Officer, Northrop Grumman Shipbuilding, Gulf Coast, and as Vice President, Contracts and Risk Management, Northrop Grumman Ship Systems.

Blanchette, Executive Vice President and President, Ingalls Shipbuilding – Mr.

Blanchette has served as Executive Vice President and President, Ingalls Shipbuilding since January 2025.

He previously served as Vice President, Quality and Engineering for Ingalls Shipbuilding from July 2021 to December 2024.

From February 2015 to July 2021, he served as Director of Technical and Design Engineering at Ingalls Shipbuilding.

Blanchette began his career at Ingalls Shipbuilding in 1996 and has held various positions of increasing responsibility during his tenure in Engineering, Program Management and Business Development.

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.

Borkey has served as Executive Vice President and Chief Technology Officer since September 2022.

Prior to that, he served as he served as Chief Technology Officer at Alion Science and Technology from October 2017 and continued in that role following the Company's acquisition of Alion until September 2022.

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.

Borkey served as CTO for Thales Defense and Security and DRS Defense Solutions.

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

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.

Prior to that appointment, Mr.

Boudreaux managed HII’s litigation docket and oversaw our compliance program as the company’s first chief compliance officer.

He joined HII in 2011 as Corporate Vice President for Litigation, Investigations and Compliance.

Before joining us, Mr.

Boudreaux has served as Executive Vice President and Chief Legal Officer since April 2020.

He joined the Company in 2011 as Corporate Vice President for Litigation, Investigations and Compliance and was named Chief Compliance Officer in 2013, serving in these roles until being named to his current position.

Before joining the Company, Mr.

Boudreaux practiced law at Baker Botts LLP, where he established the law firm’s Global Security and Corporate Risk Counseling practice group.

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Department of Justice.

Boudreaux earned a B.A.

from Baylor University and a J.D.

from the University of Memphis School of Law.

Boykin, Executive Vice President and President, Newport News Shipbuilding - Ms.

Boykin was elected Executive Vice President and President, Newport News Shipbuilding effective July 2017.

From 2012 until she assumed her current position, Ms.

Boykin was Vice President, Engineering and Design for Newport News Shipbuilding.

Since joining Newport News Shipbuilding in the Nuclear Division in 1987, Ms.

Boykin has had a variety of responsibilities, including serving as Vice President of Quality and Process Excellence, Director of Facilities and Waterfront Support, and program manager for the Nuclear Engineering Division.

Boykin also served as a construction superintendent for the aircraft carrier program during construction of USS John C.

Stennis and USS Harry S.

Boykin holds a B.S.

in Marine Engineering from the U.S.

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

Boykin, Executive Vice President, Special Projects – Ms.

Boykin has served as Executive Vice President, Special Projects since January 2025.

She began her career in the Newport News Shipbuilding nuclear engineering division in 1987 and held positions of increasing responsibility at Newport News Shipbuilding, including as Vice President of Engineering and Design and Vice President of Quality and Process Excellence, until serving as Executive Vice President and President, Newport News Shipbuilding from July 2017 to December 2024.

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

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

Chewning has served as Executive Vice President, Strategy and Development since January 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.

Chewning co-led McKinsey & Company's Aerospace & Defense practice in the Americas from April 2020 to January 2023.

From January 2019 to January 2020, Mr.

Chewning 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.

Chewning is a former U.S.

Army military intelligence officer and previously worked as an investment banker with Morgan Stanley & Co.

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.

Green has served as Executive Vice President and President, Mission Technologies since December 2016.

Prior to that, from January 2015 to December 2016, he served as Corporate Vice President, Corporate Development.

From January 2013 to January 2015, Mr.

Green served as Vice President, Component Manufacturing, for Newport News Shipbuilding, and, from March 2011 to January 2013, he served as Corporate Vice President, Investor Relations, of HII.

Prior to joining HII in 2011, Mr.

Green served as Vice President of Investor Relations at Celanese Corp.

Before that he was a Managing Director and research analyst at Wells Fargo Securities, where he covered the defense and aerospace industry, and a manufacturing plant engineer at Eaton Corp.’s Truck Components Division.

Green also served as a U.S.

Green served as Vice President, Component Manufacturing, for Newport News Shipbuilding, and, from March 2011 to January 2013, as Corporate Vice President, Investor Relations.

Green served as a U.S.

Navy nuclear submarine officer on board USS Tecumseh (SSBN-628).

He holds a B.S.

in Systems Engineering from the U.S.

Naval Academy and an M.B.A.

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.

Harris has served as Executive Vice President and Chief Sustainability and Compliance Officer since March 2022, and from September 2020 to March 2022, he served as Corporate Vice President, Chief Compliance and Privacy Officer.

Before joining HII, Mr.

Harris served as Senior Vice President at Hampton University from September 2016 to September 2020.

Harris was a Member of the Virginia House of Delegates from 1998 to 2001.

Hart, Executive Vice President, Communications – Ms.

Hart was appointed Executive Vice President, Communications effective September 27, 2021, upon joining HII.

From August 2015 until she joined HII, she served as Vice President of Communications and Brand at Sierra Nevada Corporation, a defense contractor, where she oversaw the company's internal and external communications efforts in promoting and protecting the corporate brand.

Prior to that, Ms.

Hart was Venture Partner and Vice President at Disruption Corporation and Crystal Tech Fund, and prior to that served as Senior Communications Officer at The Pew Charitable Trusts.

She spent 16 years as an on-air television reporter, including serving as national correspondent for NBC News from June 1999 to June 2010.

Hart received a B.A.

from Stanford University and a M.A.

from Georgetown University.

Hart has served as Executive Vice President, Communications since September 2021.

Prior to joining HII, she served as Vice President of Communications and Brand at Sierra Nevada Corporation, a defense contractor, from August 2015 until September 2021.

In prior roles, Ms.

Hart served as Vice President at Disruption Corporation and Crystal Tech Fund and as Senior Communications Officer at The Pew Charitable Trusts.

Holmes, Executive Vice President, Government and Customer Relations – Mr.

Holmes was appointed Executive Vice President, Government and Customer Relations effective September 27, 2021, upon joining HII.

From April 2017 until he joined HII, he served as Senior Vice President of Washington Operations for Textron Inc., where he was responsible for leading Textron’s government affairs activities and engaging with the legislative and executive branches, federal agencies, and industry associations .

From January 2015 until March 2017, he served as Vice President of Washington Operations for Textron, where he was primarily responsible for leading lobbying efforts.

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 has served as Executive Vice President, Government and Customer Relations since September 2021.

From April 2017 until September 2021, he served as Senior Vice President of Washington Operations for Textron Inc..

In prior roles, Mr.

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

Thad Cochran of Mississippi.

Holmes served in the U.S.

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

Marine Corps for more than two decades.

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.

Hughes has served as Executive Vice President and Chief Human Resources Officer since April 2022.

From March 2006 until March 2022, 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.

Powell , Corporate Vice President and Treasurer – Mr.

Powell has served as Corporate Vice President and Treasurer since January 2025.

He previously served as Corporate Director and Assistant Treasurer from March 2011 to December 2024.

From 2001 to 2011, Mr.

Powell was responsible for treasury, overhead and capital planning for Northrop Grumman Shipbuilding.

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

Schuck was appointed Corporate Vice President, Controller and Chief Accounting Officer effective August 2015.

Prior to that, he was Assistant Controller at our Newport News Shipbuilding division.

Prior to that and since joining us in January 2012, he served as Corporate Assistant Controller.

From December 2009 until December 2011, Mr.

Schuck served as Director, Finance at ManTech International Corporation.

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

Schuck attended the National Institute of Economics and Accounting in Paris.

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

Schuck has served as Corporate Vice President, Controller and Chief Accounting Officer since August 2015.

Prior to that, he served as the Assistant Controller at our Newport News Shipbuilding division and as Corporate Assistant Controller.

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.

Soong has served as Executive Vice President and Chief Information Officer since April 2023.

Prior to that, he served as Chief Information Officer for Mission Technologies from August 2021 to April 2023.

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.

Stiehle was elected Executive Vice President and Chief Financial Officer effective February 12, 2021.

From October 2012 until he assumed his current position, he served as Vice President and Chief Financial Officer of our Ingalls Shipbuilding segment.

Prior to that, Mr.

Stiehle served as Vice President, Contracts and Pricing, for Ingalls Shipbuilding.

Prior to joining HII in 2011, he worked for Northrop Grumman, Aerospace Sector, for 24 years.

Stiehle holds a B.S.

in Mechanical Engineering from Hofstra University and an M.B.A.

from Adelphi University and Master’s Degree in Acquisition and Contract Management from Florida Institute of Technology.

Wilkinson, Executive Vice President and President, Ingalls Shipbuilding - Ms.

Wilkinson was elected Executive Vice President and President, Ingalls Shipbuilding effective April 1, 2021.

From May 2016 until she assumed her current position, she served as Vice President of Program Management at Ingalls Shipbuilding.

Stiehle has served as Executive Vice President and Chief Financial Officer since February 2021.

Stiehle is responsible for the Company’s business management functions, including investor relations, treasury, internal audit, contracts, accounting, financial reporting, planning and analysis, rates and budgets and mergers and acquisitions.

From October 2012 until he assumed his current role, he served as Vice President and Chief Financial Officer of Ingalls Shipbuilding and, prior to that, served as Vice President, Contracts and Pricing at Ingalls.

Wilkinson, Executive Vice President and President, Newport News Shipbuilding – Ms.

Wilkinson has served as Executive Vice President and President, Newport News Shipbuilding since January 2025.

Prior to that, she served as Executive Vice President and President, Ingalls Shipbuilding, from April 2021 to December 2024.

From May 2016 until April 2021, she served as Vice President of Program Management at Ingalls Shipbuilding.

Prior to that, Ms.

Wilkinson held various positions in Business Development and Engineering at Ingalls Shipbuilding and began her career at Ingalls Shipbuilding in 1996 as a naval architect.

She holds a B.S.

in Naval Architecture and Marine Engineering from the University of Michigan and an M.B.A.

from Temple University.

Wyatt, Corporate Vice President and Treasurer - Mr.

Wyatt has been Corporate Vice President and Treasurer since March 2011.

Prior to that, he was Director of Business Management at NGSB where he was responsible for aircraft carriers, carrier fleet support, and energy business.

Prior to his appointment as Director of Business Management, Mr.

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.

Wyatt holds a B.S.

in Economics from Hampden-Sydney College and an M.B.A.

from Old Dominion University.

Wilkinson held various positions in Business Development and Engineering at Ingalls Shipbuilding after beginning her career at Ingalls Shipbuilding in 1996 as a naval architect.

Audit Committee Financial Expert

Information as to the Audit Committee and the Audit Committee Financial Expert will be incorporated herein by reference to the Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed within 120 days after the end of the Company’s fiscal year.

Information as to the Audit Committee and the Audit Committee Financial Expert will be incorporated herein by reference to the Proxy Statement for our 2025 Annual Meeting of Stockholders.

Code of Ethics

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 "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:

The Code of Ethics and Business Conduct can be found on our internet website at 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.

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.

If we make any substantive amendments to the Code of Ethics and Business Conduct or grant any waivers to the Code of Ethics and Business Conduct, including any implicit waiver, 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.

References to our websites in this report are provided as a matter of convenience and do not constitute, and should not be viewed as, incorporation by reference of the information contained on, or available through, the website.

Accordingly, such information should not be considered part of this report..

Insider Trading Policy

Information concerning our Insider Trading Policy, will be incorporated herein by reference to the Proxy Statement for our 2025 Annual Meeting of Stockholders.

Other Disclosures

Other disclosures required by this Item will be incorporated herein by reference to the Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed within 120 days after the end of the Company’s fiscal year.

Other disclosures required by this Item will be incorporated herein by reference to the Proxy Statement for our 2025 Annual Meeting of Stockholders.

EXECUTIVE COMPENSATION

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 2024 Annual Meeting of Stockholders, to be filed within 120 days after the end of the Company’s fiscal year.

report, will be incorporated herein by reference to the Proxy Statement for our 2025 Annual Meeting of Stockholders.

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

Information as to security ownership of certain beneficial owners and management and related stockholder matters will be incorporated herein by reference to the Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed within 120 days after the end of the Company’s fiscal year.

Equity Compensation Plan Information

13 unchanged sentences

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, 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.

These shares were comprised of 14,972 stock rights granted under the 2011 Plan, 50,216 stock rights and 144,515 restricted performance stock rights granted under the 2012 Plan, and 16,199 stock rights, 82,346 restricted stock rights, and 241,458 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

Information as to certain relationships and related transactions and director independence will be incorporated herein by reference to the Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed within 120 days after the end of the Company’s fiscal year.

Information as to certain relationships and related transactions and director independence will be incorporated herein by reference to the Proxy Statement for our 2025 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information as to principal accountant fees and services will be incorporated herein by reference to the Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed within 120 days after the end of the Company’s fiscal year.

Information as to principal accountant fees and services will be incorporated herein by reference to the Proxy Statement for our 2025 Annual Meeting of Stockholders.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

26 unchanged sentences

(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 filed 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).

1 unchanged sentence

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).

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to 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 (incorporated by reference to Exhibit 4.9 to the Company's Annual Report on Form 10-K filed on February 10, 2022).

Bank National Association, as trustee (incorporated by reference to Exhibit 4.9 to Form 10-K filed on February 10, 2022).

4.10 Description of Securities

10.1 Amended and Restated Revolving Credit Agreement, dated as of August 2, 2021, among Huntington Ingalls Industries, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and an Issuing Bank (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 5, 2021).

10.2 Credit Agreement, dated as of 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 Quarterly Report on Form 10-Q filed on August 5, 2021).

10.3 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).

4.11 Indenture, dated as November 18, 2024, among Huntington Ingalls Industries, Inc., the guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed November 18, 2024 ).

4.12 First Supplemental Indenture, dated as of November 18, 2024, among Huntington Ingalls Industries, Inc., the guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee, relating to 5.353% Senior Notes due 2030 and 5.749% Senior Notes due 2035 (incorporated by reference to Exhibit 4.2 to Form 8-K filed November 18, 2024 ).

4.13 Form of 5.353% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to Form 8-K filed November 18, 2024 ).

4.14 Form of 5.749% Senior Notes due 2035 (incorporated by reference to Exhibit 4.2 to Form 8-K filed November 18, 2024 ) .

10.4 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).

(incorporated by reference to Exhibit 10.4 to Form 8-K filed on April 4, 2011, File No.

10.5 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).

(formerly Northrop Grumman Corporation) (incorporated by reference to Exhibit 10.5 to Form 8-K filed on April 4, 2011, File No.

10.6 Loan Agreement, dated as of May 1, 1999, between Ingalls Shipbuilding, Inc.

25 unchanged sentences

(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).

Navy shipbuilding contracts (incorporated by reference to Exhibit 10.7 to Form 10-Q filed on May 11, 2011, File No.

10.15 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).

(incorporated by reference to Exhibit 10.8 to Form 10-Q filed on May 11, 2011, File No.

10.16 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.

10.17* Second Amendment to Appendix G to Huntington Ingalls Industries Supplemental Plan 2-Officers Supplemental Executive Retirement Plan, as amended January 7, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 19, 2018).

10.18* 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).

10.19* Severance Plan for Elected and Appointed Officers of Huntington Ingalls Industries, as amended and restated effective January 1, 2019 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 19, 2018).

10.20* Huntington Ingalls Industries Deferred Compensation Plan (incorporated by reference to Exhibit 10.19 to the Company's Amendment No.

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4 to Registration Statement on Form 10 filed on January 18, 2011).

10.22* First Amendment to the Huntington Ingalls Industries Savings Excess Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 3, 2017).

10.22* First Amendment to the Huntington Ingalls Industries Savings Excess Plan (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 3, 2017, File No.

10.23* Huntington Ingalls Industries Officers Retirement Account Contribution Plan (incorporated by reference to Exhibit 10.21 to the Company's Amendment No.

12 unchanged sentences

10.28* Huntington Ingalls Industries, Inc.

Annual Incentive Plan, as amended and restated December 13, 2018 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on December 19, 2018).

10.29* 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).

10.30* 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).

10.31* 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).

10.32* 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).

Annual Incentive Plan, as amended and restated December 13, 2018 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on December 19, 2018, File No.

10.32* 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 Form 10-K filed on February 27, 2014, File No.

10.33* 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).

10.34* Performance-Based Compensation Policy of Huntington Ingalls Industries, Inc (incorporated by reference to Annex B to the Proxy Statement filed on April 3, 2012).

2012 Long-Term Incentive Stock Plan (incorporated by reference to Annex A to the Proxy Statement filed on April 3, 2012, File No.

10.34* Performance-Based Compensation Policy of Huntington Ingalls Industries, Inc (incorporated by reference to Annex B to the Proxy Statement filed on April 3, 2012, File No.

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, 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).

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, File No.

10.36* Terms and Conditions Applicable to Restricted Performance Stock Rights Granted Under the 2022 Long-Term Incentive Stock Plan, as amended (incorporated by reference to Exhibit 10.36 to Form 10-K filed on February 1 , 2024, File No.

10.37* Terms and Conditions Applicable to Ratable Vesting Restricted Stock Rights Granted Under the 2022 Long-Term Incentive Stock Plan (incorporated by reference to Exhibit 10.37 to Form 10-K filed on February 1 , 2024, File No.

10.38* Terms and Conditions Applicable to Cliff Vesting Restricted Stock Rights Granted Under the 2022 Long-Term Incentive Stock Plan (incorporated by reference to Exhibit 10.3 8 to Form 10-K filed on February 1 , 2024, File No.

10.41* Huntington Ingalls Industries, Inc.

Amended and Restated Directors' Compensation Policy.

Amended and Restated Directors' Compensation Policy (incorporated by reference to Exhibit 10.

41 to Form 10-K filed on February 1 , 2024, File No.

10.42* Huntington Ingalls Industries, Inc.

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).

Directors Compensation Policy--Amended and Restated Board Deferred Compensation Policy (incorporated by reference to Exhibit 10.42 to Form 10-K filed on February 9, 2023 , File No.

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).

10.45 Second Amended and Restated Credit Agreement, dated September 17, 2024, among the Company, 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 Form 8-K filed on September 17, 2024, File No.

19 Insider Trading Policy.

21.1 List of subsidiaries of Huntington Ingalls Industries, Inc.

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97* Huntington Ingalls Industries, Inc.

Compensation Recovery Policy.

Compensation Recovery Policy (incorporated by reference to Exhibit 97 to Form 10-K filed on February 1 , 2024, File No.

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

3 unchanged sentences

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 1st day of February, 2024.

Huntington Ingalls Industries, Inc.

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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