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Huntington Ingalls Industries, Inc. – ‘10-12B/A’ on 11/24/10

On:  Wednesday, 11/24/10, at 6:02am ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  950123-10-108394   ·   File #:  1-34910

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/24/10  Huntington Ingalls Inds, Inc.     10-12B/A¶              8:4.2M                                   Donnelley … Solutions/FA

Amendment to Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Amendment to Registration of Securities (General    HTML     38K 
                          Form)                                                  
 8: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML    120K 
 2: EX-10.6     Material Contract                                   HTML    133K 
 3: EX-10.7     Material Contract                                   HTML    252K 
 4: EX-10.8     Material Contract                                   HTML    101K 
 5: EX-10.9     Material Contract                                   HTML    377K 
 6: EX-21.1     Subsidiaries                                        HTML      5K 
 7: EX-99.1     Miscellaneous Exhibit                               HTML   1.62M

‘10-12B/A’   —   Amendment to Registration of Securities (General Form)
Document Table of Contents

Page (sequential)   (alphabetic) ↑Top
 
11st Page  –  Filing Submission
"Table of Contents
"Item 1. Business
"Item 1A. Risk Factors
"Item 2. Financial Information
"Item 3. Properties
"Item 4. Security Ownership of Certain Beneficial Owners and Management
"Item 5. Directors and Executive Officers
"Item 6. Executive Compensation
"Item 7. Certain Relationships and Related Transactions, and Director Independence
"Item 8. Legal Proceedings
"Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters
"Item 10. Recent Sales of Unregistered Securities
"Item 11. Description of Registrant's Securities to be Registered
"Item 12. Indemnification of Directors and Officers
"Item 13. Financial Statements and Supplementary Data
"Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
"Item 15. Financial Statements and Exhibits
"Signatures

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Table of Contents

As filed with the Securities and Exchange Commission on November 24, 2010
File No. 001-34910
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10
 
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
 
Huntington Ingalls Industries, Inc.
(Exact name of registrant as specified in its charter)
 
 C:  C:  C:  C: 
     
Delaware   90-0607005
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
4101 Washington Avenue    
Newport News, Virginia   23607
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code:
(757) 380-2000
 
Securities to be registered pursuant to Section 12(b) of the Act:
     
    Name of Each Exchange on Which
Title of Each Class to be so Registered   Each Class is to be Registered
     
Common stock, par value $1.00 per share   The New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None.
 
          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):
             
Large accelerated filer
  o   Accelerated filer   o
 
            
Non-accelerated filer
  x   Smaller reporting company   o
(Do not check if a smaller reporting company)
 
 

 

TABLE OF CONTENTS

Item 1. Business
Item 1A. Risk Factors
Item 2. Financial Information
Item 3. Properties
Item 4. Security Ownership of Certain Beneficial Owners and Management
Item 5. Directors and Executive Officers
Item 6. Executive Compensation
Item 7. Certain Relationships and Related Transactions, and Director Independence
Item 8. Legal Proceedings
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Item 10. Recent Sales of Unregistered Securities
Item 11. Description of Registrant’s Securities to be Registered
Item 12. Indemnification of Directors and Officers
Item 13. Financial Statements and Supplementary Data
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 15. Financial Statements and Exhibits
SIGNATURES
EX-10.6
EX-10.7
EX-10.8
EX-10.9
EX-21.1
EX-99.1

Table of Contents

INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
 C: 
Item 1. Business
          The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Certain Relationships and Related Party Transactions” of the Information Statement. Those sections are incorporated herein by reference.
 C: 
Item 1A. Risk Factors
          The information required by this item is contained under the section “Risk Factors” of the Information Statement. That section is incorporated herein by reference.
 C: 
Item 2. Financial Information
          The information required by this item is contained under the sections “Summary,” “Description of Capital Stock,” “Selected Historical Consolidated Financial and Other Data,” “Unaudited Pro Forma Condensed Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement. Those sections are incorporated herein by reference.
 C: 
Item 3. Properties
          The information required by this item is contained under the section “Business—Properties” of the Information Statement. That section is incorporated herein by reference.
 C: 
Item 4. Security Ownership of Certain Beneficial Owners and Management
          The information required by this item is contained under the section “Security Ownership of Beneficial Owners and Management” of the Information Statement. That section is incorporated herein by reference.
 C: 
Item 5. Directors and Executive Officers
          The information required by this item is contained under the section “Management” of the Information Statement. That section is incorporated herein by reference.
 C: 
Item 6. Executive Compensation
          The information required by this item is contained under the section “Executive Compensation” of the Information Statement. That section is incorporated herein by reference.
 C: 
Item 7. Certain Relationships and Related Transactions, and Director Independence
          The information required by this item is contained under the sections “Management,” “Executive Compensation” and “Certain Relationships and Related Party Transactions” of the Information Statement. Those sections are incorporated herein by reference.
 C: 
Item 8. Legal Proceedings
          The information required by this item is contained under the section “Business—Legal Proceedings” of the Information Statement. That section is incorporated herein by reference.
 C: 
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
          The information required by this item is contained under the sections “Risk Factors,” “The Spin-Off,” “Dividends,” “Executive Compensation” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
 C: 
Item 10. Recent Sales of Unregistered Securities
          None.

2

Table of Contents

 C: 
Item 11. Description of Registrant’s Securities to be Registered
          The information required by this item is contained under the section “Description of Capital Stock” of the Information Statement. That section is incorporated herein by reference.
 C: 
Item 12. Indemnification of Directors and Officers
          The information required by this item is contained under the section “Description of Capital Stock—Liability and Indemnification of Directors and Officers” of the Information Statement. That section is incorporated herein by reference.
 C: 
Item 13. Financial Statements and Supplementary Data
          The information required by this item is contained under the sections “Description of Capital Stock,” “Selected Historical Consolidated Financial and Other Data,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” of the Information Statement. Those sections are incorporated herein by reference.
 C: 
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
          None.
 C: 
Item 15. Financial Statements and Exhibits
          (a) Financial Statements
          The information required by this item is contained under the section “Index to Financial Statements” beginning on page F-1 of the Information Statement. That section is incorporated herein by reference.
          (b) Exhibits
          The following documents are filed as exhibits hereto:
     
 Exhibit No. Description
2.1
  Form of Separation and Distribution Agreement.*
3.1
  Form of Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc.*
3.2
  Form of Restated Bylaws of Huntington Ingalls Industries, Inc.*
4.1
  Form of certificate representing shares of common stock, par value $1.00 per share, of Huntington Ingalls Industries, Inc.*
10.1
  Form of Employee Matters Agreement between Northrop Grumman Corporation and Huntington Ingalls Industries, Inc.*
10.2
  Form of Insurance Matters Agreement between Northrop Grumman Corporation and Huntington Ingalls Industries, Inc.*
10.3
  Form of Intellectual Property License Agreement between Northrop Grumman Corporation and Huntington Ingalls Industries, Inc.*
10.4
  Form of Tax Matters Agreement between Northrop Grumman Corporation and Huntington Ingalls Industries, Inc.*
10.5
  Form of Transition Services Agreement between Northrop Grumman Corporation and Huntington Ingalls Industries, Inc.*
10.6
  Loan Agreement dated as of May 1, 1999 between Ingalls Shipbuilding, Inc. and the Mississippi Business Finance Corporation relating to the Economic Revenue Development Bonds (Ingalls Shipbuilding, Inc. Project) Taxable Series 1999A due 2024.
10.7
  Indenture of Trust dated as of May 1, 1999 between the Mississippi Business Finance Corporation and the First National Bank of Chicago, as Trustee, relating to the Economic Revenue Development Bonds (Ingalls Shipbuilding, Inc. Project) Taxable Series 1999A due 2024.
10.8
  Loan Agreement dated as of December 1, 2006 between Northrop Grumman Ship Systems, Inc. and the Mississippi Business Finance Corporation relating to the Gulf Opportunity Zone Industrial Development Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project), Series 2006 due 2028.
10.9
  Trust Indenture dated as of December 1, 2006 between the Mississippi Business Finance Corporation and The Bank of New York Trust Company, N.A., as Trustee, relating to the Gulf

3

Table of Contents

     
 
  Opportunity Zone Industrial Development Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project), Series 2006 due 2028.
21.1
  Subsidiaries of Huntington Ingalls Industries, Inc.
99.1
  Information Statement.
 
*   To be filed by amendment.

4

Table of Contents

SIGNATURES
          Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  HUNTINGTON INGALLS INDUSTRIES, INC.  
 
  By:   /s/ C. Michael Petters  
    President and Chief Executive Officer   
Date: November 24, 2010

5

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-12B/A’ Filing    Date    Other Filings
Filed on:11/24/10None on these Dates
12/1/06
5/1/99
 List all Filings 

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/01/24  Huntington Ingalls Inds, Inc.     10-K       12/31/23  123:14M
 2/09/23  Huntington Ingalls Inds, Inc.     10-K       12/31/22  119:15M
 2/10/22  Huntington Ingalls Inds, Inc.     10-K       12/31/21  124:15M
 2/11/21  Huntington Ingalls Inds, Inc.     10-K       12/31/20  122:15M
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