HII Huntington Ingalls Industries Inc

As filed with the Securities and Exchange Commission on May 6, 2024

Registration No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HUNTINGTON INGALLS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Huntington Ingalls Industries Savings Plan

Huntington Ingalls Industries Financial Security and Savings Program

(Full title of the plan)

Chad N. Boudreaux

Executive Vice President and Chief Legal Officer

Huntington Ingalls Industries, Inc.

4101 Washington Avenue

Newport News, VA 23607

(Name and address of agent for service)

(757) 380-2000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

STATEMENT OF INCORPORATION BY REFERENCE

This registration statement on Form S-8 is being filed by Huntington Ingalls Industries, Inc. (the “Company”) for the purpose of registering 1,054,000 additional shares of its common stock, par value $0.01 per share (the “Common Stock”), including (i) 1,000,000 shares of its Common Stock issuable under the Huntington Ingalls Industries Savings Plan, as amended (the “HISP”) and (ii) 54,000 shares of its Common Stock issuable under the Huntington Ingalls Industries Financial Security and Savings Program (the “FSSP”). In connection with the HISP, the Company previously filed with the Securities and Exchange Commission (the “SEC”) on (i) each of March 30, 2011, November 9, 2017 and June 21, 2019 a registration statement on Form S-8 (File Nos. 333-173170, 333-221452 and 333-232250, respectively) and (ii) November 9, 2022 post-effective amendment no. 1 to the Company’s registration statements on Form S-8 filed with the SEC on each of March 30, 2011, November 9, 2017 and June 21, 2019 (File Nos. 333-173171, 333-221451 and 333-232250, respectively) (collectively, the “HISP Registration Statements”). In connection with the FSSP, the Company previously filed with the SEC on each of March 30, 2011, November 9, 2017 and June 21, 2019 a registration statement on Form S-8 (File Nos. 333-173173, 333-221452 and 333-232250, respectively) (collectively, the “FSSP Registration Statements” and together with the HISP Registration Statements, the “Prior Registration Statements”). This registration statement relates to the securities of the same class as that to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. In accordance with such instruction, the contents of the Prior Registration Statements are incorporated herein by reference, including periodic reports that the Company filed after the Prior Registration Statements to maintain current information about the Company that were incorporated by reference into the Prior Registration Statements, except to the extent amended or superseded by the contents hereof.

Item 8. Exhibits.

The following exhibits are incorporated herein by reference:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport News, Commonwealth of Virginia, on this 6^th day of May, 2024.

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Huntington Ingalls Industries, Inc., hereby severally constitute and appoint Chad N. Boudreaux and Charles R. Monroe, Jr., and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Huntington Ingalls Industries, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Exhibit 5.1

Huntington Ingalls Industries, Inc.

4101 Washington Avenue

Newport News, VA 23607

 Huntington Ingalls Industries Savings Plan

 Huntington Ingalls Industries Financial Security and Savings Program

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 1,054,000 additional shares of common stock, $0.01 par value per share (the “Shares”), of Huntington Ingalls Industries, Inc., a Delaware corporation (the “Company”), issuable under the Huntington Ingalls Industries Savings Plan and the Huntington Ingalls Industries Financial Security and Savings Program (together, the “Plans”).

We have examined the Restated Certificate of Incorporation and Restated By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the board of directors and stockholders of the Company, the Registration Statement, the Plans and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents. We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Huntington Ingalls Industries, Inc.

May 6, 2024

Page 2

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Form S-8 Registration Statement Nos. 333-173170, 333-173171, 333-173173, 333-221451, 333-221452, and 333-232250 of our reports dated February 1, 2024 relating to the financial statements of Huntington Ingalls Industries, Inc. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2023.

Exhibit 99.4

THIRD AMENDMENT

TO THE

HUNTINGTON INGALLS INDUSTRIES SAVINGS PLAN

This amendment to the July 1, 2021 restatement of the Huntington Ingalls Industries Savings Plan (“Plan”) incorporates changes to reflect (i) the reorganization of the Company’s Mission Technologies division, and (ii) participating employers as of January 1, 2023.

Effective January 1, 2023, the Plan is hereby amended as follows:

“In connection with the reorganization of the Mission Technologies division, HII Defense and Federal Solutions, Inc. merged into Alion Science and Technology Corporation and Alion Science and Technology Corporation changed its name to HII Mission Technologies Corp. effective December 31, 2022. References herein to HII Defense and Federal Solutions, Inc. and Alion Science and Technology Corporation shall refer to HII Mission Technologies Corp., as the context requires”.

“For the avoidance of doubt, the provisions of this Section 5.06(e)(2) apply with respect to the Klamath Falls Union Group, BPC Code NBZ, while such Eligible Employee remains employed by a Mission Technologies division Employer, unless the Plan is amended to provide otherwise.”

“In addition, any Eligible Employee who becomes an Employee of HII Defense and Federal Solutions, Inc. on or after December 21, 2020 and is assigned to BPC Code NCA (the division formally associated with the entities formerly known as The PTR Group, LLC and G2, Inc.), shall be eligible to receive a nondiscretionary contribution in an amount equal to four percent (4%) of Compensation while such Eligible Employee remains employed by HII Defense and Federal Solutions, Inc. or such other Mission Technologies division Employer while assigned to BPC Code NCA, unless the Plan is amended to provide otherwise.”

“Notwithstanding anything else in the Plan to the contrary, any Eligible Employee who is or becomes an Employee of Alion and is assigned to BPC Code NCG on or after July 1, 2022, is eligible to receive a nondiscretionary contribution in an amount equal to two percent (2%) of Compensation for each pay period that begins on or after July 1, 2022, while such Eligible Employee remains employed by Alion or such other Mission Technologies division Employer while assigned to BPC Code NCG, unless the Plan is amended to provide otherwise.”

“For the avoidance of doubt, only those Eligible Employees of the Mission Technologies division assigned to BPC Codes BAO and BAM are eligible to receive Retirement Account Contributions, unless the Plan is amended to provide otherwise.”

“(a) Mechanical Employees Covered under Steelworkers CBA. Effective January 1, 2023, Employees of the HII Mechanical Production and Support business who are actively participating in the Cash Balance Program as of January 2, 2023 and who become represented by the United Steelworkers of America and its Local No. 8888, shall remain eligible for Plan benefits in accordance with the Base Plan document and not this APPENDIX J.”

[signature page follows]

IN WITNESS WHEREOF, Huntington Ingalls Industries, Inc. has caused this amendment to be executed by its duly authorized representative on this 19^th day of December, 2022.

EXHIBIT A

Coverage

Participating Employers

The following chart provides information regarding the reporting entity, employer, entity code, and applicable Sub-Plan of each group of Employees eligible to participate in the Plan as of January 1, 2023. Notwithstanding the information in this Exhibit A, those Employees designated by the Company’s Chief Executive Officer or the Company’s Executive Vice President and Chief Human Resources Officer as elected or appointed officers of Huntington Ingalls Industries International Shipbuilding, Inc. or of Huntington Ingalls Incorporated, through its Ingalls Shipbuilding division (non-represented employees) shall participate in Sub-Plan A. This Exhibit A does not apply with respect to certain represented Employees who are eligible to actively participate in the Plan under Appendix J (e.g., certain Employees represented by the Steelworkers, Fire Fighters and Guards unions).

Exhibit 99.5

FOURTH AMENDMENT

TO THE

HUNTINGTON INGALLS INDUSTRIES SAVINGS PLAN

This amendment to the July 1, 2021 restatement of the Huntington Ingalls Industries Savings Plan (“Plan”) incorporates changes to reflect (i) benefit changes in light of the reorganization of the Company’s Mission Technologies division, and (ii) participating employers as of July 1, 2023.

Effective July 1, 2023, the Plan is hereby amended as follows:

“In addition, any Eligible Employee who becomes an Employee of HII Defense and Federal Solutions, Inc. on or after December 21, 2020 and is assigned to BPC Code NCA (the division formally associated with the entities formerly known as The PTR Group, LLC and G2, Inc.), shall be eligible to receive a nondiscretionary contribution in an amount equal to four percent (4%) of Compensation while such Eligible Employee remains employed by HII Defense and Federal Solutions, Inc. or such other Mission Technologies division Employer while assigned to BPC Code NCA; provided, however, that Eligible Employees employed by Employer Entity 626 on and after July 1, 2023 and assigned to BPC Code NCA will no longer be eligible for such discretionary contribution with respect to Compensation paid after June 30, 2023.

IN WITNESS WHEREOF, Huntington Ingalls Industries, Inc. has caused this amendment to be executed by its duly authorized representative on this 30^th day of June, 2023.

EXHIBIT A

Coverage

Participating Employers

The following chart provides information regarding the reporting entity, employer, entity code, and applicable Sub-Plan of each group of Employees eligible to participate in the Plan as of July 1, 2023. Notwithstanding the information in this Exhibit A, those Employees designated by the Company’s Chief Executive Officer or the Company’s Executive Vice President and Chief Human Resources Officer as elected or appointed officers of Huntington Ingalls Industries International Shipbuilding, Inc. or of Huntington Ingalls Incorporated, through its Ingalls Shipbuilding division (non-represented employees) shall participate in Sub-Plan A. This Exhibit A does not apply with respect to certain represented Employees who are eligible to actively participate in the Plan under Appendix J (e.g., certain Employees represented by the Steelworkers, Fire Fighters and Guards unions).

Exhibit 99.9

THIRD AMENDMENT

TO THE

HUNTINGTON INGALLS INDUSTRIES, INC.

FINANCIAL SECURITY AND SAVINGS PROGRAM

This amendment to the October 1, 2015 restatement of the Huntington Ingalls Industries, Inc. Financial Security and Savings Program (the “Plan”) is intended to update certain hardship withdrawal procedures, as required by law, and to make certain other clarifying changes.

The Plan is amended as follows:

I.  Effective as of January 1, 2020, Section 8.03 of the Plan is amended by deleting it in its entirety and replacing it with the following:

 “Section 8.03 Hardship Withdrawals. While this Plan is in effect, an Employee may apply for a withdrawal from his or her account of any amount not in excess of sum of (i) the vested portion of his or her Company contributions related to Savings Account Deposits and (ii) his or her Savings Account Deposits and the net income credited thereon before January 1, 1989. This Section is to be interpreted in accordance with the hardship distribution requirements of Treasury Regulation Section 1.401(k)-1(d)(3). Any application for a hardship withdrawal will be approved by the Committee or his or her delegate if the Employee demonstrates that the withdrawal is on account of a “financial hardship.” For purposes of this Section, a “financial hardship” means an immediate and heavy financial need. A distribution shall be deemed to be made on account of an immediate and heavy financial need if the distribution is on account of:

(a)  Medical expenses for (or necessary to obtain) medical care that would be deductible under Code Section 213(d) (determined without regard to the limitations in Code Section 213(a)), incurred by the Participant, his or her Spouse, any dependent (as defined in Code Section 152, determined without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)) of the Participant, or the Beneficiary;

(b)  Purchase (excluding mortgage payments) of a principal residence for the Participant;

(c)  Payment of tuition, related educational fees, and room and board expenses, for all or a portion of the next 12 months of post-secondary education for the Participant, his or her Spouse, children, dependents (as defined in Code Section 152, determined without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)), or Beneficiary;

(d)  Need to prevent the eviction of the Participant from his or her principal residence or foreclosure on the mortgage of the Participant’s principal residence;

(e)  Payment of burial or funeral expenses for the Participant’s deceased parent, Spouse, children, dependents (as defined in Code Section 152, determined without regard to Code Section 152(d)(1)(B)), or Beneficiary;

(f)  Payment of expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income and without regard to limits imposed under Code Section 165(h)(5));

(g)  Payment of any federal, state, or local income taxes or penalties reasonably anticipated to result from the hardship withdrawal; or

(h)  To satisfy any other circumstances determined by the Secretary of the Treasury to constitute immediate and heavy financial need for this purpose.

A hardship distribution may not exceed the amount necessary to meet the immediate and heavy financial need created by the hardship and any taxes reasonably expected to result from the distribution, and which financial need cannot be satisfied from other resources reasonably available to the Participant, including other currently available distributions under the Plan and all other plans of deferred compensation, whether qualified or nonqualified, maintained by the Company or by any Related Entity. The Participant must represent in writing, by electronic medium, or by such other means permitted by the Plan administrator in accordance with applicable law, that he or she has insufficient cash or other liquid assets to satisfy the immediate and heavy financial need. The Plan shall not require an Employee to request a loan from any plan maintained by the Company or maintained by any Related Entity if the Employee certifies that obtaining the loan will increase the Employee’s hardship.

The minimum withdrawal amount is $1,000 or 100% of the amount available for a hardship withdrawal if the amount available is less than $1,000. Only one such withdrawal shall be permitted during any period of 12 consecutive months. An Employee who receives a hardship distribution pursuant hereto shall continue to become vested in his or her nonvested accrued benefit in accordance with Section 6.03.

A Participant who was granted a hardship withdrawal under the Plan prior to January 1, 2020 was suspended from making elective contributions and receiving Company contributions under this Plan and any other plan maintained by the Company or any Affiliated Company, for a period of six (6) months following receipt of such withdrawal. Notwithstanding the foregoing, for hardship withdrawals initiated on or after January 1, 2020 and for hardship withdrawals initiated prior to January 1, 2020 for which the 6-month suspension period has not expired as of December 31, 2019, the 6-month suspension period shall no longer apply beginning January 1, 2020.”

“The Plan was amended, effective January 1, 2019, to change from the “prior year” testing method to the “current year” testing method and the provisions described in this Appendix C shall be construed accordingly.”

“Section C.04 401(k) Limit. In any Plan Year, the K Percentage for Highly Compensated Participants may not be more than the greater of—

(a)  the K Percentage for the current Plan Year for all Participants that are not Highly Compensated Participants in that Plan Year multiplied by 1.25; or

(b)  the lesser of 2% plus the K Percentage for the current Plan Year for all Participants that are not Highly Compensated Participants in that Plan Year or the K Percentage for the current Plan Year for all Participants that are not Highly Compensated Participants in that Plan Year multiplied by 2.0.

For the avoidance of doubt, reference to “current Plan Year” refers to the Plan Year for which the 401(k) test is being performed.’’

“The Plan was amended, effective January 1, 2019, to change from the “prior year” testing method to the “current year” testing method and the provisions described in this Appendix C shall be construed accordingly.”

“Section C.10 Highly Compensated Group Limit. In any Plan Year, the A&C Percentage for the group of Highly Compensated Participants may not be more than the greater of—

(a)  the A&C Percentage for the current Plan Year for all Participants that are not Highly Compensated Participants in that Plan Year multiplied by 1.25, or

(b)  the lesser of 2% plus the A&C Percentage for the current Plan Year for all Participants that are not Highly Compensated Participants in that Plan Year or the A&C Percentage for the current Plan Year for all Participants that are not Highly Compensated Participants in that Plan Year multiplied by 2.0.

This is also expressed by the following chart:

For the avoidance of doubt, reference to “current Plan Year” refers to the Plan Year for which the 401(m) test is being performed.”

*  *  *  *  *  *

IN WITNESS WHEREOF, Huntington Ingalls Industries, Inc. has caused this amendment to be executed by its duly authorized representative on this 20th day of December, 2019.

Exhibit 99.10

FOURTH AMENDMENT

TO THE

HUNTINGTON INGALLS INDUSTRIES

FINANCIAL SECURITY AND SAVINGS PROGRAM

This amendment to the October 1, 2015 restatement of the Huntington Ingalls Industries Financial Security and Savings Program (the “Plan”) is intended to make certain clarifying changes.

The Plan is amended as follows:

I.  Effective as of January 1, 2020, the first sentence of Section 8.03 of the Plan is amended by deleting it in its entirety and replacing it with the following:

“Section 8.03 Hardship Withdrawals. While this Plan is in effect, an Employee may apply for a withdrawal from his or her account of any amount not in excess of the sum of (i) the vested portion of his or her Company contributions related to Savings Account Deposits, (ii) his or her Savings Account Deposits and the net income credited thereon before January 1, 1989, and (iii) his or her rollover contribution subaccount.”

II.  In all respects not amended, the Plan is hereby ratified and confirmed.

*   *   *   *   *   *

IN WITNESS WHEREOF, Huntington Ingalls Industries, Inc. has caused this amendment to be executed by its duly authorized representative on this 17th day of December, 2020.

Exhibit 99.11

FIFTH AMENDMENT

TO THE

HUNTINGTON INGALLS INDUSTRIES

FINANCIAL SECURITY AND SAVINGS PROGRAM

This amendment to the October 1, 2015 restatement of the Huntington Ingalls Industries Financial Security and Savings Program (the “Plan”) is intended to clarify certain changes to the definition of Compensation for a defined period and to make any related changes as necessary.

“(c) Notwithstanding anything in the Document (as defined in Exhibit B) to the contrary, for the period of January 2019 through March 2020, the pay codes “Vacation in Lieu” and “Vacation Cash out” shall be included in the definition of Compensation for determining benefits and contributions under the Plan.”

*   *   *   *   *

IN WITNESS WHEREOF, Huntington Ingalls Industries, Inc. has caused this amendment to be executed by its duly authorized representative on this 19^th day of December, 2022.

Exhibit 99.12

SIXTH AMENDMENT

TO THE

HUNTINGTON INGALLS INDUSTRIES

FINANCIAL SECURITY AND SAVINGS PROGRAM

This amendment to the October 1, 2015 restatement of the Huntington Ingalls Industries Financial Security and Savings Program (the “Plan”) is intended to (A) retroactively amend the Plan as of the Spin-Off date to conform to administrative practice as permitted under Revenue Procedure 2021-30 (the IRS’ EPCRS program) by (i) removing the one-year marriage requirement for purposes of Section 8.06(b) (Death Benefits), and (ii) permitting two loans pursuant to Section 9.01, (B) clarify the removal of certain provisions that permit a Participant in certain cases to purchase an annuity with his/her Retirement Fund Deposits under Section 8.05(b) and (C) to reflect the consolidation of various pension plans under the Huntington Ingalls Industries Retirement Plan B.

“For the avoidance of doubt, the Huntington Ingalls Industries Retirement Plan “A,” the Northrop Grumman Retirement Plan “B,” and the Ingalls Shipbuilding, Inc. Salaried Employees’ Retirement Plan merged into and are component/sub-plans of the Huntington Ingalls Industries Retirement Plan “B” (Plan 041) and are attached thereto in Supplements A and B.”

“For the avoidance of doubt, the provisions of this Section 8.05(b) ceased to apply to distributions occurring on or after June 1, 2019. As a result, a Participant was no longer able to purchase a Joint and Survivor Annuity with his/her Retirement Fund Deposits.”

“For the avoidance of doubt, the one-year marriage requirement specified in this Section 8.06(b) ceased to apply under this Plan with respect to distributions occurring on or after the Spin-Off date.”

“Notwithstanding anything in the Guidelines to the contrary, Participants may have two loans outstanding on and after the Spin-Off date.”

*   *   *   *   *

IN WITNESS WHEREOF, Huntington Ingalls Industries, Inc. has caused this amendment to be executed by its duly authorized representative on this 19^th day of December, 2022.

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Huntington Ingalls Industries, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities