S-4

Registration No. 333–            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HUNTINGTON INGALLS INDUSTRIES, INC.*

(Exact name of registrant as specified in its charter)

* The co-registrants listed on the next page are also included in this registration statement as additional registrants.

Delaware	3730	90-0607005
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

4101 Washington Avenue

Newport News, VA 23607

(757) 380-2000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Chad N. Boudreaux

Executive Vice President and Chief Legal Officer

Huntington Ingalls Industries, Inc.

4101 Washington Avenue

Newport News, VA 23607

(757) 380-2000

(Name, Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Boris Dolgonos

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

(212) 351-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

☐ Exchange Act Rule 13e-4(i) (Cross Border Issuer Tender Offer)

☐ Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer)

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

The following subsidiaries of Huntington Ingalls Industries, Inc. are Registrant Guarantors:

Exact Name of Registrant Guarantor as specified in its Charter	State of Organization		I.R.S. Employer Identification Number		Standard Industrial Classification Number
Alion Holding Corp.		DE		32-0470778		6719
Alion Science and Technology Corporation		DE		54-2061691		7380
Commonwealth Technology Innovation LLC		VA		54-0830764		7380
Enlighten IT Consulting LLC		MD		37-1557009		8700
Fleet Services Holding Corp.		DE		54-1946720		6719
HII Defense and Federal Solutions, Inc.		DE		06-1159755		7380
HII Energy Inc.		VA		26-3545840		8700
HII Fleet Support Group LLC		DE		54-1939565		8711
HII Mechanical Inc.		VA		54-0793624		8700
HII Nuclear Inc.		DE		13-2635898		8700
HII San Diego Shipyard Inc.		CA		95-3647413		3731
HII Services Corporation		DE		47-1929107		7380
HII TSD Holding Company		DE		81-1485592		6719
HII Technical Solutions Corporation		DE		81-4093439		8700
HII Unmanned Systems, Inc.		DE		47-1812325		3730
Huntington Ingalls Engineering Services, Inc.		DE		46-5604607		8700
Huntington Ingalls Incorporated		VA		54-0318880		3730
Huntington Ingalls Industries Energy and Environmental Services, Inc.		DE		46-4331677		8700
Huntington Ingalls Unmanned Maritime Systems, Inc.		DE		47-1808444		3730
MacAulay-Brown, Inc.		OH		31-0957692		8700
Newport News Nuclear Inc.		VA		11-3813378		8700
Veritas Analytics, Inc.		VA		54-1932458		8700

* The address for each of the Registrant Guarantors is c/o Huntington Ingalls Industries, Inc., 4101 Washington Avenue, Newport News, Virginia 23607.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities or accept any offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated May 10, 2022

PRELIMINARY PROSPECTUS

Huntington Ingalls Industries, Inc.

Offer to Exchange

up to $600,000,000 2.043% Senior Notes due 2028 that have been registered under

the Securities Act of 1933, as amended (the “Securities Act”), for any and all of

our outstanding unregistered 2.043% Senior Notes due 2028

and

up to $400,000,000 0.670% Senior Notes due 2023 that have been registered under

the Securities Act, for any and all of

our outstanding unregistered 0.670% Senior Notes due 2023

Terms of the Exchange Offer

We are offering $600,000,000 aggregate principal amount of new 2.043% Senior Notes due 2028 (the “New 2028 Notes”) in exchange for an equal amount of outstanding 2.043% Senior Notes due 2028 (the “Old 2028 Notes” and, together with the New 2028 Notes, the “2028 Notes”) and $400,000,000 aggregate principal amount of new 0.670% Senior Notes due 2023 (the “New 2023 Notes”) in exchange for an equal amount of outstanding 0.670% Senior Notes due 2023 (the “Old 2023 Notes” and, together with the New 2023 Notes, the “2023 Notes”). We refer to the Old 2023 Notes and the Old 2028 Notes collectively in this prospectus as the “Old Notes.” We refer to the New 2023 Notes and the New 2028 Notes collectively in this prospectus as the “New Notes.”

• The exchange offer expires at 5:00 p.m., New York City time, on                , 2022, unless extended (the date and time referred to herein as the “expiration date”). We do not currently intend to extend the expiration date.

• Tenders of Old Notes may be withdrawn at any time prior to the expiration date.

• All Old Notes that are validly tendered and not validly withdrawn will be exchanged.

• The exchange of Old Notes for New Notes generally will not be a taxable exchange for U.S. federal income tax purposes.

• We will not receive any proceeds from the exchange offer.

• The terms of the New Notes to be issued in the exchange offer are substantially the same as the terms of the Old Notes, except that the offer of the New Notes is registered under the Securities Act, and the New Notes have no transfer restrictions, rights to additional interest or registration rights.

• The New Notes will not be listed on any securities exchange. A public market for the New Notes may not develop, which could make selling the New Notes difficult.

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal accompanying this prospectus states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Starting on the expiration date and ending on the close of business 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Investing in the New Notes to be issued in the exchange offer involves certain risks. See “Risk Factors” beginning on page 10.

We are not making an offer to exchange New Notes for Old Notes in any jurisdiction where the offer is not permitted. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                , 2022

TABLE OF CONTENTS

INDUSTRY AND MARKET DATA	ii
PRESENTATION OF FINANCIAL AND OPERATING INFORMATION	ii
FORWARD-LOOKING STATEMENTS	iii
PROSPECTUS SUMMARY	1
SUMMARY CONDENSED CONSOLIDATED FINANCIAL DATA	8
RISK FACTORS	10
USE OF PROCEEDS	17
CAPITALIZATION	18
DESCRIPTION OF MATERIAL INDEBTEDNESS	19
DESCRIPTION OF THE EXCHANGE OFFER	23
DESCRIPTION OF THE NOTES	32
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	54
PLAN OF DISTRIBUTION	55
LEGAL MATTERS	56
EXPERTS	56
WHERE YOU CAN FIND MORE INFORMATION	56
INCORPORATION BY REFERENCE	56

- i -

INDUSTRY AND MARKET DATA

We obtained the market and competitive position data included in this prospectus and the documents incorporated by reference in this prospectus from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and third-party surveys and studies generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these surveys, studies and publications is reliable, we have not independently verified such data and we do not make any representation as to the accuracy of such information. Similarly, we believe our internal research is reliable, but it has not been verified by any independent sources.

PRESENTATION OF FINANCIAL AND OPERATING INFORMATION

In this prospectus, we disclose non-GAAP financial measures, including segment operating income and free cash flow, which are derived on the basis of methodologies other than generally accepted accounting principles in the United States (“GAAP”). In “Summary Condensed Consolidated Financial Data” included in this prospectus, we provide reconciliations of segment operating income to total operating income and free cash flow to net cash provided by (used in) operating activities. The non-GAAP financial measures described in this prospectus are not a substitute for the GAAP measures of earnings or liquidity. We believe that these non-GAAP financial measures are widely used by investors and are useful indicators to measure our current and period-to-period performance. We use segment operating income and free cash flow as key operating metrics in assessing the performance of our business and as key performance measures in evaluating management performance and determining incentive compensation. We use segment operating income to evaluate our core operating performance and believe it reflects an additional way of viewing aspects of our operations that, when viewed with our GAAP results, provides a more complete understanding of factors and trends affecting our business. In addition, we believe free cash flow is an important measure for our investors because it provides investors insight into our ability to generate cash from continuing operations. Because not all companies use identical calculations, our presentation of segment operating income and free cash flow may not be comparable to similarly titled measures of other companies.

- ii -

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements are based on current expectations, estimates, forecasts and projections about the industry in which we operate and the beliefs and assumptions of our management. Words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” and “continue,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed in these statements. Among the factors that could cause actual results to differ materially are the risks and uncertainties described under the “Summary” and “Risk Factors” captions of this prospectus and those described in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, which are incorporated by reference in this prospectus, including the following:

• Changes in government and customer priorities and requirements (including government budgetary constraints, shifts in defense spending, and changes in customer short-range and long-range plans);

• Our ability to estimate our future contract costs and perform our contracts effectively;

• Changes in procurement processes and government regulations and our ability to comply with such requirements;

• Our ability to deliver our products and services at an affordable life cycle cost and compete within our markets;

• Natural and environmental disasters and political instability;

• Our ability to execute our strategic plan, including with respect to share repurchases, dividends, capital expenditures, and strategic acquisitions;

• Adverse economic conditions in the United States and globally;

• Health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic, and the impacts of vaccination mandates on our workforce;

• Our ability to effectively integrate the operations of Alion Science and Technology into our business;

• Disruptions impacting the global supply, including those attributable to the ongoing COVID-19 pandemic and those resulting from the ongoing conflict between Russia and Ukraine;

• Changes in key estimates and assumptions regarding our pension and retiree health care costs;

• Security threats, including cyber security threats, and related disruptions; and

• Other risk factors discussed herein and in our filings with the SEC.

There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business, and we undertake no obligation to update or revise any forward-looking statements. You should not place undue reliance on any forward-looking statements that we may make.

- iii -

PROSPECTUS SUMMARY

This summary highlights information contained in this prospectus and provides an overview of our company. For a more complete understanding of our business, you should read the entire prospectus and the documents incorporated by reference in this prospectus carefully, particularly the discussion set forth under “Risk Factors” in this prospectus, and our consolidated financial statements and the respective notes to those statements incorporated by reference herein.

Our Company

Huntington Ingalls Industries, Inc. (“HII”, the “Company”, “we”, “us”, or “our”) is America’s largest military shipbuilding company and a provider of professional services to partners in government and industry. For more than a century, our Ingalls Shipbuilding segment (“Ingalls”) in Mississippi and Newport News Shipbuilding segment (“Newport News”) in Virginia have built more ships in more ship classes than any other U.S. naval shipbuilder. Our Mission Technologies segment (formerly named Technical Solutions) provides a range of services to government and commercial customers. Headquartered in Newport News, Virginia, HII employs approximately 44,000 people domestically and internationally.

We conduct most of our business with the U.S. Government, primarily the Department of Defense. As prime contractor, principal subcontractor, team member, or partner, we participate in many high-priority U.S. defense programs. Ingalls includes our non-nuclear ship design, construction, repair, and maintenance businesses. Newport News includes all of our nuclear ship design, construction, overhaul, refueling, and repair and maintenance businesses. Our Mission Technologies segment provides a wide range of services and products, including C5ISR systems and operations; the application of Artificial Intelligence and machine learning to battlefield decisions; defense and offensive cyberspace strategies and electronic warfare; unmanned autonomous systems; live, virtual, and constructive solutions; platform modernization; and critical nuclear operations.

Our principal executive office is located at 4101 Washington Avenue, Newport News, Virginia 23607, and our telephone number is (757) 380-2000.

- 1 -

Summary of the Exchange Offer

Background	On August 16, 2021, we issued $600,000,000 aggregate principal amount of Old 2028 Notes and $400,000,000 aggregate principal amount of Old 2023 Notes in a private offering. In connection with that offering, we entered into a registration rights agreement (as defined in “Description of the Exchange Offer”) in which we agreed, among other things, to complete this exchange offer. Under the terms of the exchange offer, you are entitled to exchange Old 2023 Notes for New 2023 Notes and Old 2028 Notes for New 2028 Notes evidencing the same indebtedness and with substantially identical terms to the corresponding series of Old Notes. You should read the discussion under the heading “Description of the Notes” for further information regarding the New Notes.
The Exchange Offer	We are offering to exchange New Notes for a like principal amount of the corresponding series of Old Notes validly tendered and accepted.
	The New 2023 Notes will bear interest at 0.670% per annum and the New 2028 Notes will bear interest at 2.043% per annum. Interest on the New Notes will accrue from the most recent date to which interest has been paid or duly provided for on the Old Notes. Interest is payable on February 16 and August 16 of each year. We will not pay any accrued and unpaid interest on the Old Notes that we acquire in the exchange offer. Any Old Notes not exchanged will remain outstanding and continue to accrue interest according to their terms.
	As of the date of this prospectus, $600,000,000 aggregate principal amount of the Old 2028 Notes are outstanding and $400,000,000 aggregate principal amount of the Old 2023 Notes are outstanding.
Denominations of New Notes	Tendering holders of Old Notes must tender Old Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. New Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on , 2022, unless we extend or terminate the exchange offer, in which case “expiration date” will mean the latest date and time to which we extend the exchange offer. We do not currently intend to extend the expiration date.
Settlement Date	The settlement date of the exchange offer will be promptly after the expiration date of the exchange offer.
Withdrawal of Tenders	Tenders of Old Notes may be withdrawn at any time prior to the expiration date.
Conditions to the Exchange Offer	Our obligation to consummate the exchange offer is subject to certain customary conditions, which we may assert or waive. See “Description of the Exchange Offer—Conditions to the Exchange Offer.”

- 2 -

Procedures for Tendering	If you hold Old Notes through The Depository Trust Company (“DTC”) and wish to participate in the exchange offer, you may follow the automatic tender offer program (“ATOP”) procedures established by DTC for tendering the Old Notes that are held in book-entry form. The ATOP procedures require (i) that the exchange agent receive, prior to the expiration date of the exchange offer, a computer-generated message known as an “agent’s message” that is transmitted through ATOP and (ii) that DTC confirm that:
	•  DTC has received instructions to exchange your Old Notes; and
	•  you agree to be bound by the terms of the letter of transmittal.
	For more details, please read “Description of the Exchange Offer—Terms of the Exchange Offer” and “Description of the Exchange Offer—Procedures for Tendering.” If you elect to have Old Notes exchanged pursuant to this exchange offer, you must properly tender your Old Notes prior to the expiration date. All Old Notes validly tendered and not properly withdrawn will be accepted for exchange. Old Notes may be exchanged only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. If you wish to accept and participate in this exchange offer and you cannot get your required documents to the exchange agent on time, you must send all of the items required by the guaranteed delivery procedures described below.
Guaranteed Delivery Procedures	If you wish to tender your Old Notes and:
	•  your Old Notes are not immediately available;
	•  you are unable to deliver on time your Old Notes, the letter of transmittal or any other document that you are required to deliver to the exchange agent; or
	•  you cannot complete the procedures for delivery by book-entry transfer on time,
	then you may tender your Old Notes according to the guaranteed delivery procedures that are discussed in the letter of transmittal and in “Description of the Exchange Offer—Procedures for Tendering— Guaranteed Delivery Procedures.”
Consequences of Failure to Exchange	If we complete the exchange offer and you do not participate in it, then:
	•  your Old Notes will continue to be subject to the existing restrictions upon their transfer;
	•  certain interest rate provisions will no longer apply to your Old Notes;
	•  we will have no further obligation to provide for the registration under the Securities Act of those Old Notes except under certain limited circumstances; and
	•  the liquidity of the market for your Old Notes could be adversely affected.

- 3 -

Taxation	The exchange pursuant to the exchange offer generally is not expected to be a taxable event for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations” in this prospectus. You should consult your tax advisor as to the tax consequences to you of the exchange offer as well as tax consequences of the ownership and disposition of the New Notes.
Use of Proceeds	We will not receive any cash proceeds from the issuance of the New Notes in this exchange offer.
Exchange Agent	U.S. Bank Trust Company, National Association is the exchange agent for the exchange offer.

- 4 -

Summary of the New Notes

The New Notes will be substantially identical to the Old Notes, except that the New Notes will be registered under the Securities Act and will not have restrictions on transfer, rights to additional interest or registration rights. The New Notes will evidence the same debt as the Old Notes, and the same indenture will govern the New Notes and the Old Notes.

The following summary is provided solely for your convenience. The summary is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus. For a more detailed description of the Notes, see “Description of the Notes.”

Issuer	Huntington Ingalls Industries, Inc.
Securities Offered	$400,000,000 aggregate principal amount of 0.670% Senior Notes due August 16, 2023; and $600,000,000 aggregate principal amount of 2.043% Senior Notes due August 16, 2028.
Maturity	New 2023 Notes: August 16, 2023 New 2028 Notes: August 16, 2028
Interest	Interest will be payable in cash on February 16 and August 16 of each year.
Optional Redemption	At any time prior to August 16, 2022, in the case of the 2023 Notes, and June 16, 2028, in the case of the 2028 Notes (each such date, a “par call date”), we have the option to redeem the respective series of New Notes, in whole at any time or in part from time to time, at a price equal to 100% of the principal amount of the New Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, plus a “make-whole” premium as set forth under “Description of the Notes—Optional Redemption.”
	On and after the applicable par call date, we will have the option to redeem the respective series of New Notes, in whole at any time or in part from time to time, at a price equal to 100% of the principal amount of the New Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
Change of Control	Upon a change of control triggering event (as defined in “Description of the Notes”), we will be required to make an offer to purchase the New Notes as well as the Old Notes. The purchase price will equal 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. We may not have sufficient funds available at the time of any change of control triggering event to make any required debt repayment (including repurchases of the Notes). See “Risk Factors—Risks Relating to the Notes—The Notes are subject to a change of control provision, and we may not have the ability to raise the funds necessary to fulfill our obligations under the New Notes following a change of control triggering event.

- 5 -

Guarantees	The New Notes will be fully and unconditionally guaranteed by each of our existing and future domestic subsidiaries that guarantees debt under our Amended and Restated Revolving Credit Facility (as defined in “Description of Material Indebtedness—Credit Facilities”) and, subject to certain exceptions, by any wholly owned domestic subsidiary that guarantees debt under any Credit Facility (as defined in “Description of the Notes”) or any Capital Markets Debt (as defined in “Description of the Notes”). The subsidiary guarantees will rank equally in right of payment with all other unsubordinated indebtedness of the subsidiary guarantors but will be effectively junior to all of the guarantors’ existing and future secured indebtedness to the extent of the value of the assets securing that indebtedness.
Ranking	The New Notes and the subsidiary guarantees will be unsecured senior obligations and will rank:
	•  senior in right of payment to all of our and our subsidiary guarantors’ future senior subordinated and subordinated indebtedness;
	•  equally in right of payment with any of our and our subsidiary guarantors’ existing and future unsubordinated indebtedness, including the Old Notes and our Amended and Restated Revolving Credit Facility;
	•  effectively junior to all of our and our subsidiary guarantors’ secured indebtedness to the extent of the value of the assets securing such indebtedness; and
	•  structurally junior to all of the obligations, including trade payables, of any of our subsidiaries that do not guarantee the New Notes.
	As of March 31, 2022, on an actual basis, we had $3.23 billion of total debt, $1.485 billion of unutilized capacity under our Amended and Restated Revolving Credit Facility, approximately $15 million of issued but undrawn letters of credit and $525 million outstanding under our Term Loan Facility. See “Description of Material Indebtedness.”
Certain Covenants	The terms of the New Notes restrict our ability to:
	•  incur certain debt secured by liens or enter into certain sale and leaseback transactions; and
	•  effect a consolidation or merger.
	However, these limitations will be subject to a number of important qualifications and exceptions. See “Description of the Notes.”
Use of Proceeds	We will not receive any proceeds from the exchange offer.
No Established Trading Market	The New Notes will be a new issue of securities with no established trading market. The New Notes will not be listed on any securities exchange or on any automated dealer quotation system. We cannot assure you that an active or liquid trading market for the New Notes will develop. If an active or liquid trading market for the New Notes does not develop, the market price and liquidity of the New Notes may be adversely affected.

- 6 -

Form and Denominations	The New Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000. The New Notes will be book-entry only and registered in the name of a nominee of DTC.
Risk Factors	Investing in the New Notes involves substantial risks and uncertainties. See “Risk Factors” and other information included or incorporated by reference in this prospectus for a discussion of factors you should carefully consider before deciding to participate in the exchange offer.
Trustee, Registrar and Paying Agent	U.S. Bank Trust Company, National Association.
Governing Law	The New Notes and the guarantees will be governed by the laws of the State of New York.

- 7 -

SUMMARY CONDENSED CONSOLIDATED FINANCIAL DATA

The following summary historical consolidated financial and other data should be read in conjunction with the consolidated financial statements and the related notes incorporated by reference into this prospectus. The following tables set forth the summary historical consolidated financial and other data as of the dates and for the periods indicated. The summary historical condensed consolidated financial data for the three months ended March 31, 2022 and 2021 have been derived from our unaudited consolidated financial statements. The summary historical condensed consolidated financial data as of December 31, 2021, and 2020 and for each of the two years in the two-year period ended December 31, 2021 presented in the tables below, have been derived from our audited consolidated financial statements incorporated by reference into this prospectus. The summary historical condensed consolidated financial data as of December 31, 2019 presented in the tables below has been derived from audited consolidated financial statements that are not incorporated by reference into this prospectus and should be read in conjunction with such financial statements and the notes thereto.

	Three Months Ended March 31,						Year Ended December 31,
	2022			2021			2021			2020			2019
($ in millions except per share data)
Statement of Operations data:
Total sales and service revenues	$	2,576		$	2,278		$	9,524		$	9,361		$	8,899
Total cost of sales and service revenues and other(1)		2,438			2,131			9,011			8,562			8,163
Operating income		138			147			513			799			736
Interest expense(2)		(26	)		(21	)		(89	)		(114	)		(70	)
Other non-operating income (expense)		64			47			198			125			17
Earnings before income taxes		176			173			622			810			683
Federal and foreign income taxes		36			25			78			114			134
Net earnings		140			148			544			696			549
Diluted earnings per share	$	3.50		$	3.68		$	13.50		$	17.14		$	13.26
Statement of Financial Position data (at period end):
Cash		330			407			627		$	512		$	75
Working capital(3)		35			(254	)		(264	)		(294	)		(180	)
Total assets		10,557			8,214			10,627			8,157			7,031
Total debt		3,200			1,688			3,298			1,686			1,286
Other financial data and ratios:
Backlog	$	47,927		$	48,829		$	48,450		$	46,017		$	46,494
Depreciation and amortization(4)		89			67			293			247			227
Net cash provided by (used in) operating activities		(83	)		43			760			1,093			896
Dividends per share		1.18			1.14			4.60			4.23			3.61
Capital expenditures(5)		(43	)		(59	)		(311	)		(336	)		(436	)
Segment operating income(6)		176			191			683			555			631
Free cash flow(7)		(126	)		(16	)		449			757			460

(1) Total cost of sales and service revenues includes net income from operating investments, other net income and gains (losses), and general and administrative expenses.

(2) Interest expense includes amortization of deferred financing fees.

(3) Working capital calculation excludes cash.

(4) Depreciation and amortization excludes amortization of deferred financing fees.

(5) Capital expenditures are presented net of grant proceeds for capital expenditures.

(6) Segment operating income is a non-GAAP financial measure, defined as operating income for the relevant segment(s) before the Operating FAS/CAS Adjustment and non-current state income taxes. The Operating FAS/CAS Adjustment is defined as the difference between the service cost component of our pension and other postretirement expense determined in accordance with GAAP and our pension and other postretirement expense under U.S. Cost Accounting Standards (CAS). Our pension and postretirement plan expense is charged to our contracts under CAS and included in segment operating income. We provide below a reconciliation of operating income to segment operating income.

- 8 -

We provide below a reconciliation of operating income to segment operating income.

	Three Months Ended March 31,				Year Ended December 31,
	2022		2021		2021		2020			2019
Operating income		138		147		513		799			736
Non-segment factors affecting operating income
Operating FAS/CAS Adjustment		37		40		157		(248	)		(124	)
Non-current state income taxes		1		4		13		4			19
Segment operating income	$	176	$	191	$	683	$	555		$	631

(7) Free cash flow is a non-GAAP financial measure and represents net cash provided by (used in) operating activities less capital expenditures net of related grant proceeds.

We provide below a reconciliation of cash flow from operating activities to free cash flow.

	Three Months Ended March 31,						Year Ended December 31,
	2022			2021			2021			2020			2019
Net cash provided by (used in) operating activities	$	(83	)	$	43		$	760		$	1,093		$	896
Less capital expenditures:
Capital expenditure additions		(43	)		(59	)		(331	)		(353	)		(530	)
Grant proceeds for capital expenditures		—			1			20			17			94
Free cash flow	$	(126	)	$	(16	)		449		$	757		$	460

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RISK FACTORS

Participating in the exchange offer and an investment in the New Notes involves risks and uncertainties. There are a number of factors associated with our business that could affect your decision whether to invest in the New Notes. The following discussion describes the material risks currently known to us. However, additional risks that we do not know about or that we currently view as immaterial may also impair our business or adversely affect the Notes. You should carefully consider each of the following risks, which we believe are the principal risks that we face and of which we are currently aware, and all of the other information in this prospectus before making a decision to invest in the New Notes.

Except where otherwise indicated, the following risks apply to the outstanding Old Notes and will apply equally to the New Notes. We refer to the Old Notes and the New Notes collectively as the “Notes,”

Risks Relating to our Business

Risks relating to our business are described under Part I, Item 1A of the subsection entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 and Part II, Item 1A of the subsection entitled “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, and are incorporated herein by reference.

Risks Relating to the Notes

Our debt exposes us to certain risks and we can incur substantially more debt, which may increase these risks.

As of March 31, 2022, we had $3.23 billion of total debt, including $1.0 billion of debt under the Old Notes, $500 million of debt under our 3.844% senior Notes due 2025 (the “2025 Notes”), $600 million of debt under our 3.483% senior Notes due 2027 (the “2027 Notes”), $500 million of debt under our 4.200% senior Notes due 2030 (the “2030 Notes”), $525 million of debt under our Term Loan Credit Facility and $105 million of debt under our outstanding Mississippi IRBs and GoZone IRBs (each as defined under “Description of Material Indebtedness”). As of March 31, 2022, we had $1.485 billion of unutilized borrowing capacity under our Amended and Restated Revolving Credit Facility and $1.0 billion of borrowing capacity under our commercial paper program. Our Amended and Restated Revolving Credit Facility (as defined under “Description of Material Indebtedness”) also permit us to solicit lenders to provide incremental financing capacity in an aggregate amount not to exceed $1 billion. In addition, to the extent we determine it is advisable to obtain additional liquidity to support our working capital needs, capital expenditures, acquisitions and investments, service debt, pay taxes, fund pension plans and support other business needs, we may borrow additional amounts under our commercial paper program or the Credit Facilities (as defined under “Description of Material Indebtedness”), enter into new credit facilities or issue additional debt in the capital markets.

Our Credit Facilities contain certain restrictions on our and our subsidiaries’ ability to incur additional debt. These restrictions are subject to a number of qualifications and exceptions, and we could incur substantial amounts of debt in compliance with such restrictions. See “Description of Material Indebtedness.” The indenture governing the Notes, like the indentures governing our other outstanding senior notes does not limit the incurrence of debt by us or our subsidiaries, including additional secured debt (subject to the specified limitations on the incurrence of certain liens securing such debt and the requirement in certain cases that subsidiaries incurring or guaranteeing such debt also guarantee the Notes).

Our ability to make payments on and to refinance our current or future indebtedness will depend on our ability to generate cash from operations, financings, or asset sales, which may be subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. If we are not able to repay or refinance our debt as it becomes due, we may be forced to sell assets or take other unfavorable actions,

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including reducing financing for working capital, capital expenditures, and general corporate purposes; reducing our cash dividend rate and/or share repurchases; or dedicating an unsustainable level of our cash flow from operations to the payment of principal and interest on our indebtedness. In addition, our ability to withstand competitive pressures and to react to changes in the defense industry could be impaired. In the event of a default on any of our indebtedness, the lenders who hold such debt could accelerate amounts due, which could potentially trigger a default or acceleration of any of our other debt.

We are subject to restrictive covenants in our Credit Facilities.

Our Credit Facilities limit, and any future indebtedness that we incur may further limit, our ability, among other things, to:

• incur additional debt;

• incur certain debt secured by liens;

• enter into sale and leaseback transactions;

• consolidate, merge or sell or otherwise dispose of all or substantially all of our assets;

• make restricted payments; or

• engage in any business other than the permitted business.

Our Credit Facilities also require that we not exceed a maximum total leverage ratio. See “Description of Material Indebtedness—Credit Facilities.”

These restrictions may restrict our financial flexibility, limit strategic initiatives, restrict our ability to grow or limit our ability to respond to competitive changes. As a result of these restrictions, we will be limited in the manner in which we can conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs. Accordingly, these restrictions may limit our ability to successfully execute our strategy and operate our business.

The indenture that governs the Notes and the indentures governing our other outstanding senior notes will contain only limited covenants.

The indenture that governs the Notes, like the indentures governing our other outstanding senior notes, contains limited covenants, including those restricting our ability to incur certain debt secured by certain liens, to enter into certain sale and leaseback transactions and to effect a consolidation or merger. The covenants in the indenture that governs the Notes, like the indentures governing our other outstanding senior notes, allow us and our subsidiaries to incur liens securing a significant amount of debt. See “Description of the Notes—Certain Covenants.” In light of these exceptions, holders of the Notes may be structurally or effectively subordinated to new secured lenders and will not have protection against many actions that could diminish the value of the Notes.

If we default on our obligations to pay our other debt, we may not be able to make payments on the Notes.

Any default under the agreements governing our debt, including a default under either of our Credit Facilities, that is not waived by the required lenders or holders of such debt, and the remedies sought by the holders of such debt could prevent us from paying principal and interest on the Notes and substantially decrease the market value of the Notes. If we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required payments of principal and interest on our debt, or if we otherwise fail to comply with the various covenants in the agreements governing our debt, including the covenants contained in our Credit Facilities, we would be in default under the terms of those agreements. In the event of such a default under either of our Credit Facilities, including a failure to satisfy the maximum total leverage ratio requirements:

• the lenders under our Credit Facilities could elect to terminate their commitments thereunder and declare all the outstanding loans thereunder to be due and payable; and

• such default could cause a cross-default or cross-acceleration under our other debt.

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As a result of such default and any actions the lenders may take in response thereto, we could be forced into bankruptcy or liquidation.

The Notes will not be secured by any of our assets. Any holder of existing or future secured debt we may incur will have a prior claim on our assets to the extent of the value of the assets securing that indebtedness.

The Notes and guarantees will not be secured by any of our assets and, therefore, will be effectively junior to all of our existing and future secured indebtedness and the existing and future secured indebtedness of the subsidiary guarantors, to the extent of the value of the assets securing such indebtedness. If we become insolvent or are liquidated, or if any of our secured indebtedness is accelerated, the lenders under our secured debt will be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to instruments governing such debt. Accordingly, the lenders of any such secured debt would have a prior claim on such assets. In that event, because the Notes are not secured by any of our assets, it is possible that our remaining assets might be insufficient to satisfy noteholders’ claims in full. In addition, claims of the U.S. Navy for ships we are building for it may be prior to your claims under the Notes in the event of an insolvency event. As of March 31, 2022, we had no secured indebtedness.

Your rights as a noteholder will be structurally subordinated to claims of creditors of our subsidiaries that do not guarantee the Notes.

Any liabilities of our subsidiaries that do not guarantee the Notes, including any claims of trade creditors, debtholders, and preferred stockholders, if any, will be effectively senior to your claim as a holder of the Notes and related guarantees. Subject to limitations in our Credit Facilities, the indentures governing our other outstanding senior notes and the indenture governing the Notes, such non-guarantor subsidiaries may incur additional debt (and may incur other liabilities). In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, their creditors will be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us as the holder of the equity of these subsidiaries. As of March 31, 2022, our non-guarantor subsidiaries had no material assets or liabilities.

Our ability to meet our obligations under our debt depends on the earnings and cash flows of our subsidiaries and the ability of our subsidiaries to pay dividends or advance or repay funds to us.

We conduct all of our operations through our subsidiaries. Consequently, our ability to service our debt is dependent, in part, upon the earnings from the businesses conducted by our subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts to us, whether by dividends, loans, advances or other payments. The ability of our subsidiaries to pay dividends and make other payments to us depends on their earnings, capital requirements and general financial conditions and is restricted by, among other things, applicable corporate and other laws and regulations, as well as future agreements to which our subsidiaries may be a party.

The Notes are subject to a change of control provision, and we may not have the ability to raise the funds necessary to fulfill our obligations under the Notes following a change of control triggering event.

Under the indenture governing the Notes, upon the occurrence of a defined “change of control triggering event” with respect to either series of Notes, which includes certain specified changes of control accompanied by certain ratings events, we will be required to offer to repurchase all outstanding Notes of such series at 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of repurchase. However, we may not have sufficient funds at the time of a change of control to make the required repurchase of the applicable series of Notes. Our failure to make or complete an offer to purchase upon the occurrence of a change

of control triggering event would place us in default under the indenture governing the Notes. In addition, a change of control triggering event with respect to either series of Notes would constitute an event of default

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under our Credit Facilities and the indentures governing our other outstanding senior notes, which would limit our ability to make a change of control payment for the applicable series of Notes. As a result, in order to make any required change of control offer to purchase the applicable series of Notes, we would need to repay any debt then outstanding under our Credit Facilities or obtain the requisite consents from the lenders thereunder. However, there can be no assurance that we would be able to repay such debt or obtain such consents at such time.

Holders of the Notes may not be able to determine when a change of control giving rise to their right to have the Notes repurchased has occurred following a sale of “substantially all” of our assets.

The definition of change of control in the indenture governing the Notes includes a phrase relating to the sale of “all or substantially all” of our assets. There is no precise established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a holder of Notes to require us to repurchase its Notes as a result of a sale of less than all our assets to another person may be uncertain. In addition, some important corporate events, such as leveraged recapitalizations, the sale of our company to a public company that does not have a majority shareholder or a change in the constitution of a majority of our board of directors in certain situations, may not, under the indenture governing the Notes, constitute a “change of control” that would require us to repurchase the Notes, even though those corporate events could increase the level of our indebtedness or otherwise adversely affect our capital structure, credit ratings or the value of the Notes. See “Description of the Notes—Certain Covenants—Repurchase of Notes upon a Change of Control Triggering Event.”

Insolvency and fraudulent transfer laws and other limitations may preclude the recovery of payments under the Notes and the guarantees.

Federal bankruptcy and state fraudulent transfer and conveyance statutes may apply to the issuance of the Notes and the guarantees. Although laws differ among jurisdictions, in general, under applicable fraudulent transfer or conveyance laws, the Notes or guarantees could be voided as a fraudulent transfer or conveyance if (1) we or any of the guarantors, as applicable, issued the Notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the Notes or incurring the guarantees, and, in the case of (2) only, one of the following is also true:

• we or any of the guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the Notes or the incurrence of the guarantees;

• the issuance of the Notes or the incurrence of the guarantees left us or any of the guarantors, as applicable, with an unreasonably small amount of capital to carry on the business;

• we or any of the guarantors intended to, or believed that we or such guarantor would, incur debts beyond our or such guarantor’s ability to pay such debts as they mature; or

• we or any of the guarantors were a defendant in an action for money damages, or had a judgment for money damages docketed against us or such guarantor if, in either case, after final judgment, the judgment is unsatisfied.

A court could find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the Notes or such guarantee if we or such guarantor did not substantially benefit directly or indirectly from the issuance of the Notes or the applicable guarantee. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A debtor may not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor. In addition, because the debt was incurred for our benefit, and only indirectly for the benefit of the guarantors, a court could conclude that the guarantors did not receive fair value.

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As a court of equity, the bankruptcy court may subordinate the claims in respect of the Notes to other claims against us under the principle of equitable subordination if the court determines that (1) the holder of Notes engaged in some type of inequitable conduct, (2) the inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holders of Notes and (3) equitable subordination is not inconsistent with the provisions of the Bankruptcy Code.

Different jurisdictions evaluate insolvency on various criteria. Generally, however, an entity would be considered insolvent if, at the time it incurred indebtedness:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time or, regardless of the standard that a court used, that the issuance of the Notes and the incurrence of the guarantees would not be held to constitute fraudulent transfers or conveyances on other grounds.

If a court were to find that the issuance of the Notes or the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the Notes or such guarantee or further subordinate the Notes or such guarantee to presently existing and future indebtedness of ours or of the related guarantor, or require the holders of the Notes to repay any amounts received with respect to such guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the Notes.

Although each guarantee entered into by a guarantor contains a provision intended to limit that guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantees from being voided under fraudulent transfer or conveyance laws, or may reduce that guarantor’s obligation to an amount that effectively makes its guarantee worthless.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Some of our indebtedness bears, or in the future will bear, variable rates of interest and exposes us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even if the amount borrowed remains the same, and our net income and cash flow, including cash available for servicing our indebtedness, will correspondingly decrease.

In addition, borrowings under our Credit Facilities, and any other credit facilities we may enter into in the future, may bear interest at a base rate based on LIBOR. LIBOR and other interest rate, equity, foreign exchange rate and other types of indices that are deemed to be “benchmarks” are the subject of recent international, national and other regulatory guidance and proposals for reform. Some of these reforms are already effective while others are still to be implemented. These reforms may cause such “benchmarks” to perform differently than in the past, or to disappear entirely, or have other consequences that cannot be predicted. For example, in March 2021, LIBOR’s regulator, the U.K. Financial Conduct Authority, announced that the publication of rates for one-week and two-month U.S. Dollar LIBOR maturities and all non-U.S. LIBOR maturities would cease immediately after December 31, 2021, with all other tenors ceasing immediately after June 30, 2023. In the U.S.,

- 14 -

the Alternative Reference Rate Committee has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative upon termination of LIBOR, although other alternatives, including Bloomberg’s Short-Term Bank Yield, are available. We cannot predict the consequences of the benchmark transition from LIBOR to SOFR or another benchmark, but the transition may potentially increase our interest rate risk with respect to our Credit Facilities or any other credit facility we enter into in the future.

Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of financing and the market prices of our securities, including the Notes.

Credit rating agencies rate our debt securities on factors that include our operating results, actions that we take, their view of the general outlook for our industry and their view of the general outlook for the economy. Actions taken by the credit rating agencies can include maintaining, upgrading or downgrading the current credit rating or placing us on a watch list for possible future downgrading. Downgrading the credit rating of our debt securities or placing us on a watch list for possible future downgrading by credit rating agencies, particularly those registered with the SEC as nationally recognized statistical rating organizations, would likely increase our cost of financing, limit our access to the capital markets and have an adverse effect on the market prices of our securities, including the New Notes.

Active trading markets for the New Notes may not develop or may be limited.

The New Notes of each series are new issues of securities for which there are no established trading markets. We do not intend to apply for listing of either series of the New Notes on any securities exchange or to arrange for quotation on any automated dealer quotation system. As a result, active trading markets for the New Notes may not develop or be maintained, and there can be no assurance as to the liquidity of any market that does develop. If active trading markets do not develop or are not maintained, the market prices and liquidity of the New Notes may be adversely affected. In that case, you may not be able to sell your New Notes at a particular time or at a favorable price. Future trading prices of the New Notes will depend on many factors, including:

• our operating performance and financial condition;

• the interest of securities dealers in making a market; and

• the market for similar securities.

We may redeem your Notes at our option, which may adversely affect your return.

We may redeem either series of the Notes, in whole or in part, at our option at any time or from time to time at the applicable redemption prices described in this prospectus. Prevailing interest rates at the time we redeem the Notes may be lower than the interest rate on the Notes. As a result, you may not be able to reinvest the redemption proceeds in a comparable security at an interest rate equal to or higher than the interest rate on the Notes. See “Description of the Notes—Optional Redemption” for a more detailed description of the conditions under which we may redeem the Notes.

Risks Relating to the Exchange Offer

The exchange offer may not be completed.

We are not obligated to complete the exchange offer under certain circumstances. See “Description of the Exchange Offer—Conditions to the Exchange Offer.” Even if the exchange offer is completed, it may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offer may have to wait longer than expected to receive their New Notes, during which time holders of Old Notes will not be able to effect transfers of their Old Notes tendered in the exchange offer.

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You may be required to deliver prospectuses and comply with other requirements in connection with any resale of the New Notes.

If you tender your Old Notes for the purpose of participating in a distribution of the New Notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the New Notes. In addition, if you are a broker-dealer that receives New Notes for your own account in exchange for Old Notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such New Notes.

If you fail to exchange your Old Notes, the existing transfer restrictions will remain in effect and the market value of your Old Notes may be adversely affected because they may be more difficult to sell.

If you fail to exchange your Old Notes for New Notes under the exchange offer, then you will continue to be subject to the existing transfer restrictions on the Old Notes. In general, the Old Notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except in connection with this exchange offer or as required by the registration rights agreement, we do not intend to register resales of the Old Notes.

The tender of Old Notes under the exchange offer will reduce the principal amount of the currently outstanding Old Notes. Due to the corresponding reduction in liquidity, this may have an adverse effect upon, and increase the volatility of, the market price of any currently outstanding Old Notes that you continue to hold following completion of the exchange offer.

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement that we entered into in connection with the private offering of the Old Notes. We will not receive any cash proceeds from the issuance of New Notes in the exchange offer. In consideration for issuing the New Notes, we will receive Old Notes in like principal amount. The Old Notes surrendered in exchange for the New Notes will be retired and cancelled.

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CAPITALIZATION

The following table presents our cash and cash equivalents and capitalization at March 31, 2022. The capitalization table below should be read together with the financial data set forth under “Summary Condensed Consolidated Financial Data” contained herein and our consolidated financial statements, the notes to those financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, which is incorporated in this prospectus by reference.

	March 31, 2022 (in millions)
Cash and cash equivalents	$	330
Long-term Debt:
3.483% Senior Notes due 2027		600
3.844% Senior Notes due 2025		500
4.200% Senior Notes due 2030		500
0.670% Senior Notes due 2023		400
2.043% Senior Notes due 2028		600
Amended and Restated Revolving Credit Facility		—
Term Loan Credit Facility due 2024		525
Other debt(1)		105
Less unamortized debt issuance costs		(30	)
Total long-term debt		3,200
Stockholders’ Equity:
Common stock		1
Additional paid-in capital		1,995
Retained earnings		3,982
Treasury stock		(2,169	)
Accumulated other comprehensive loss		(987	)
Total stockholders’ equity		2,822
Total capitalization		6,022

(1) Our other debt consists of our Mississippi IRBs and our Go Zone IRBs, as defined and described under “Description of Material Indebtedness.”

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DESCRIPTION OF MATERIAL INDEBTEDNESS

We summarize below selected provisions of our material loan agreements, indentures and guarantees. The summary is not complete and does not describe every aspect of the loan agreements, indentures or guarantees. Copies of the credit agreements, indentures and guarantees are available upon request. You should read the credit agreements, indentures and the guarantees in their entirety, including the defined terms, for provisions that may be important to you. This description excludes the Notes being exchanged in the exchange offer. See “Description of the Notes” for a detailed description of the Notes being exchanged.

Credit Facilities

Amended and Restated Revolving Credit Facility

In August 2021, we amended and restated our 2017 Revolving Credit Facility (as so amended and restated, the “Amended and Restated Revolving Credit Facility”) with the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and an issuing bank, and certain other issuing banks. Our Amended and Restated Revolving Credit Facility is comprised of a revolving credit facility of $1.5 billion, which may be drawn upon during a period of five years from the date thereof. It also includes a letter of credit subfacility of $300 million. In addition, our Amended and Restated Revolving Credit Facility permits us to solicit lenders to provide incremental revolving loan commitments and/or new tranches of term loans in an aggregate amount not to exceed $1 billion.

Interest Rates. The Amended and Restated Revolving Credit Facility has a variable interest rate on outstanding borrowings, which is generally based on LIBOR, plus a spread based upon our credit rating, which may vary between 1.125% and 2.00%. As of March 31, 2022, the interest rate spread on drawn amounts was 1.375% based on our current credit rating. It also has a commitment fee rate on the unutilized balance based upon our credit rating. The commitment fee rate as of March 31, 2022 was 0.2% and may vary between 0.125% and 0.30%. As of March 31, 2022, approximately $15 million in letters of credit were issued but undrawn, and the remaining $1.485 billion of the Amended and Restated Revolving Credit Facility was unutilized.

Covenants. Our Amended and Restated Revolving Credit Facility requires that we comply with customary affirmative covenants, including, but not limited to, those related to our maintaining our corporate existence, complying with applicable laws, payment of lawful obligations, maintaining books and records, maintenance of property, designation of subsidiaries and our maintaining a separate existence between us and our wholly owned subsidiary Titan II Inc. Our Amended and Restated Revolving Credit Facility also includes customary negative covenants, which include, but are not limited to, limitations on incurrence of indebtedness by non-guarantor subsidiaries, liens, sale and leaseback transactions, fundamental changes, dividends and activities of Titan II Inc., and it requires that we not exceed a maximum total leverage ratio.

Events of Default. Our Amended and Restated Revolving Credit Facility contains customary events of default and remedies provisions.

Term Loan Credit Facility

In August 2021, we entered into a $650 million 3-year delayed draw Term Loan Credit Facility with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Term Loan Credit Facility will mature on the date that is three years from the date of the initial draw.

Interest Rates. The Term Loan Credit Facility has a variable interest rate on outstanding borrowings, which is generally based on LIBOR, plus a spread based upon our credit rating, which may vary between 1.125% and 2.00%. As of March 31, 2022, the annual interest rate spread was 1.375% based on our current credit rating, and the outstanding balance was $525 million.

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Covenants. Our Term Loan Credit Facility requires that we comply with customary affirmative covenants, including, but not limited to, those related to our maintaining our corporate existence, complying with applicable laws, payment of lawful obligations, maintaining books and records, maintenance of property, designation of subsidiaries and our maintaining a separate existence between us and our wholly owned subsidiary Titan II Inc. Our Term Loan Credit Facility also includes customary negative covenants, which include, but are not limited to, limitations on incurrence of indebtedness by non-guarantor subsidiaries, liens, sale and leaseback transactions, fundamental changes, dividends and activities of Titan II Inc., and it requires that we not exceed a maximum total leverage ratio.

Events of Default. Our Term Loan Credit Facility contains customary events of default and remedies provisions.

3.483% Senior Notes due 2027

In November 2017, we issued $600 million aggregate principal amount of 3.483% Senior Notes due 2027 (the “2027 Notes”).

Covenants. The terms of the 2027 Notes include limitations on the ability of us and certain of our subsidiaries to create liens, enter into certain sale and leaseback transactions or effect a consolidation or merger.

Guarantees. Performance of our obligations under the 2027 Notes, including any repurchase obligations resulting from a change of control, has been fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by each of our existing and future domestic subsidiaries that guarantees, and each of our wholly owned domestic subsidiaries that incurs, debt under our Credit Facilities, any credit facility that replaces the Credit Facilities, or any credit facility, note purchase agreement or indenture, or any agreement that refinances debt incurred under any of the foregoing, as will any wholly owned domestic subsidiary that guarantees or incurs debt in the future under any such credit facility, note purchase agreement, indenture or other agreement (the “Subsidiary Guarantors”). The guarantees rank equally in right of payment with all other unsecured and unsubordinated indebtedness of the Subsidiary Guarantors. The Subsidiary Guarantors are each directly or indirectly 100% owned by us. There are no significant restrictions on our ability or the ability of any Subsidiary Guarantor to obtain funds from their respective subsidiaries by dividend or loan.

Optional Redemption. At any time and from time to time prior to September 1, 2027, we may redeem, in whole or in part, the 2027 Notes at a price of 100% of the principal amount of the 2027 Notes redeemed, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On and after September 1, 2027, we may redeem some or all of the Notes at a price equal to 100% of the principal amounts of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Change of Control. Upon the occurrence of certain events constituting a change of control, we are required, no later than 30 days following the change of control, to make an offer to purchase all of the outstanding 2027 Notes (unless otherwise redeemed or if a third party makes an offer to purchase the Notes contemporaneously with the change of control) at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.

Events of Default. The occurrence of an event of default under the 2027 Notes would permit or require the principal of and accrued and unpaid interest on the 2027 Notes to become or to be declared due and payable. Events of default under the indenture include nonpayment of principal or interest when due; violation of covenants and other agreements contained in the indenture governing the 2027 Notes; cross payment default and cross acceleration of certain material debt; certain bankruptcy and insolvency events and material judgment defaults, among others.

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3.844% Senior Notes due 2025

In March 2020, we issued $500 million aggregate principal amount of 3.844% Senior Notes due 2025 (the “2025 Notes”). The terms of the 2025 Notes include limitations on the ability of us and certain of our subsidiaries to create liens, enter into certain sale and leaseback transactions or effect a consolidation or merger.

Guarantees. Performance of our obligations under the 2025 Notes, including any repurchase obligations resulting from a change of control, has been fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Subsidiary Guarantors. The guarantees rank equally in right of payment with all other unsecured and unsubordinated indebtedness of the Subsidiary Guarantors. The Subsidiary Guarantors are each directly or indirectly 100% owned by us. There are no significant restrictions on our ability or the ability of any Subsidiary Guarantor to obtain funds from their respective subsidiaries by dividend or loan.

Optional Redemption. At any time and from time to time prior to April 1, 2025, we may redeem, in whole or in part, the 2025 Notes at a price of 100% of the principal amount of the 2025 Notes redeemed, plus a “makewhole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On and after April 1, 2025, we may redeem some or all of the notes at a price equal to 100% of the principal amounts of the notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Change of Control. Upon the occurrence of certain events constituting a change of control, we are required, no later than 30 days following the change of control, to make an offer to purchase all of the outstanding 2025 Notes (unless otherwise redeemed or if a third party makes an offer to purchase the notes contemporaneously with the change of control) at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.

Events of Default. The occurrence of an event of default under the 2025 Notes would permit or require the principal of and accrued and unpaid interest on the 2025 Notes to become or to be declared due and payable. Events of default under the indenture include nonpayment of principal or interest when due; violation of covenants and other agreements contained in the indenture governing the 2025 Notes; cross payment default and cross acceleration of certain material debt; certain bankruptcy and insolvency events and material judgment defaults, among others.

4.200% Senior Notes due 2030

In March 2020, we issued $500 million aggregate principal amount of 4.200% Senior Notes due 2030 (the “2030 Notes”).

The terms of the 2030 Notes include limitations on the ability of us and certain of our subsidiaries to create liens, enter into certain sale and leaseback transactions or effect a consolidation or merger.

Guarantees. Performance of our obligations under the 2030 Notes, including any repurchase obligations resulting from a change of control, has been fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Subsidiary Guarantors. The guarantees rank equally in right of payment with all other unsecured and unsubordinated indebtedness of the Subsidiary Guarantors. The Subsidiary Guarantors are each directly or indirectly 100% owned by us. There are no significant restrictions on our ability or the ability of any Subsidiary Guarantor to obtain funds from their respective subsidiaries by dividend or loan.

Optional Redemption. At any time and from time to time prior to February 1, 2030, we may redeem, in whole or in part, the 2030 Notes at a price of 100% of the principal amount of the 2030 Notes redeemed, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On and after February 1, 2030, we may redeem some or all of the notes at a price equal to 100% of the principal amounts of the notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

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Change of Control. Upon the occurrence of certain events constituting a change of control, we are required, no later than 30 days following the change of control, to make an offer to purchase all of the outstanding 2030 Notes (unless otherwise redeemed or if a third party makes an offer to purchase the notes contemporaneously with the change of control) at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.

Events of Default. The occurrence of an event of default under the 2030 Notes would permit or require the principal of and accrued and unpaid interest on the 2030 Notes to become or to be declared due and payable. Events of default under the indenture include nonpayment of principal or interest when due; violation of covenants and other agreements contained in the indenture governing the 2030 Notes; cross payment default and cross acceleration of certain material debt; certain bankruptcy and insolvency events and material judgment defaults, among others.

Mississippi Economic Development Revenue Bonds

As of March 31, 2022, we had $84 million outstanding under Industrial Revenue Bonds (the “Mississippi IRBs”) issued by the Mississippi Business Finance Corporation. These bonds accrue interest at a fixed rate of 7.81% and mature in 2024. While repayment of principal and interest is guaranteed by Northrop Grumman Systems Corporation, we have agreed to indemnify Northrop Grumman Systems Corporation for any losses related to the guaranty. In accordance with the terms of the bonds, the proceeds have been used to finance the construction, reconstruction, and renovation of our interest in certain ship manufacturing and repair facilities, or portions thereof, located in the state of Mississippi. The terms of the Mississippi IRBs contain customary affirmative and negative covenants, including those requiring that we: maintain our corporate existence, maintain and properly insure certain buildings and immovable equipment at our shipbuilding complex located in Jackson County, Mississippi (collectively, the “Ingalls Project”) and promptly pay when due all taxes and assessments related to the Ingalls Project.

Gulf Opportunity Zone Industrial Development Revenue Bonds

As of March 31, 2022, we had $21 million outstanding under Gulf Opportunity Zone Industrial Development Revenue Bonds (“Go Zone IRBs”) issued by the Mississippi Business Finance Corporation. These bonds accrue interest at a fixed rate of 4.55% and mature in 2028. The terms of the Go Zone IRBs include customary affirmative and negative covenants, including those requiring that we: maintain our corporate existence, maintain and properly insure certain buildings and immovable equipment at our shipbuilding complex located in Pascagoula and Gulfport, Mississippi (collectively, the “GO Zone Project”), promptly pay when due all taxes and assessments related to the Go Zone Project, and operate and maintain the GO Zone Project for so long as the GO Zone IRBs remain outstanding.

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DESCRIPTION OF THE EXCHANGE OFFER

Purpose of the Exchange Offer

On August 16, 2021, we issued $600,000,000 aggregate principal amount of Old 2028 Notes and $400,000,000 aggregate principal amount of Old 2023 Notes in the United States only to qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Also on August 16, 2021, we entered into a registration rights agreement with the initial purchasers of the Old Notes, in which we agreed to file one or more registration statements with the SEC relating to an offer to exchange the Old Notes for New Notes. The registration statement of which this prospectus forms a part was filed in compliance with this obligation. We also agreed to use our commercially reasonable efforts to:

• file an exchange offer registration statement with the SEC;

• have such exchange offer registration statement declared effective;

• cause the exchange offer registration statement to be effective continuously in order to keep the exchange offer open for a period of not less than 20 business days (or longer if required by applicable law); and

• cause the exchange offer to be consummated no later than August 17, 2022.

If we do not comply with certain of our obligations under the registration rights agreement, we will be required to pay additional interest on the Old Notes. The New Notes will have terms substantially identical to the Old Notes except that the New Notes will not contain transfer restrictions in the United States, registration rights or the right to receive additional interest payable for the failure to comply with certain obligations.

If:

• because of any change in applicable law or in interpretations thereof by the SEC staff, we are not permitted to effect the exchange offer;

• the exchange offer is not consummated by August 17, 2022;

• any initial purchaser so requests with respect to Old Notes that such initial purchaser continues to hold after consummation of the exchange offer that were not eligible to be exchanged for New Notes in the exchange offer; or

• any other holder is not eligible to participate in the exchange offer and holds Old Notes after consummation of the exchange offer or any holder (other than an exchanging broker-dealer) that participates in the exchange offer does not receive freely tradeable New Notes on the date of the exchange and, in each case, such holder so requests,

we will be required to use our commercially reasonable efforts to file with the SEC a shelf registration statement to register for public resale the Old Notes or New Notes held by any such holder within 30 days after such triggering event, or by August 17, 2022 where such triggering event is a change in law, and use our commercially reasonable efforts to have it declared effective no later than 60 days after the required filing date. We will be required to use our commercially reasonable efforts to keep the shelf registration statement effective until the date on which all New Notes registered thereunder are disposed of in accordance therewith; provided, however, nothing in the registration rights agreement requires us to file with the SEC or maintain the effectiveness of any additional registration statements in connection with the shelf registration following the three-year period after effectiveness of the shelf registration statement.

Each holder of Old Notes that wishes to exchange such Old Notes for transferable New Notes in the exchange offer will be required to make the following representations:

• any New Notes to be received by it will be acquired in the ordinary course of its business;

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• it is not engaged in, and does not intend to engage in, the distribution of the New Notes;

• it has no arrangement or understanding with any person or entity, including any of our affiliates, to participate in the distribution of the New Notes;

• it is not our “affiliate” as defined in Rule 405 under the Securities Act, or, if it is an affiliate, it will comply with any applicable registration and prospectus delivery requirements of the Securities Act; and

• if such holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities, that it will deliver a prospectus, as required by law, in connection with any resale of the New Notes.

Each broker-dealer that receives New Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See “Plan of Distribution.”

Resale of New Notes

Based on interpretations of the SEC staff set forth in no-action letters issued to unrelated third parties, we believe that New Notes issued in the exchange offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by any New Note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

• such holder is not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

• such New Notes are acquired in the ordinary course of the holder’s business; and

• the holder does not intend to participate in the distribution of such New Notes.

Any holder who tenders in the exchange offer with the intention of participating in any manner in a distribution of the New Notes:

• cannot rely on the position of the staff of the SEC set forth in “Exxon Capital Holdings Corporation” or similar interpretive letters; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

If, as stated above, a holder cannot rely on the position of the staff of the SEC set forth in “Exxon Capital Holdings Corporation” or similar interpretive letters, any effective registration statement used in connection with a secondary resale transaction must contain the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.

This prospectus may be used for an offer to resell, for the resale or for other retransfer of New Notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the Old Notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives New Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the New Notes. Please read the section captioned “Plan of Distribution” for more details regarding these procedures for the transfer of New Notes. We have agreed that, for a period of 180 days after the exchange offer is consummated, we will make this prospectus available to any broker-dealer for use in connection with any resale of the New Notes.

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Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus, we will accept for exchange any Old Notes properly tendered and not withdrawn prior to the expiration date. We will issue $1,000 principal amount of New Notes in exchange for each $1,000 principal amount of Old Notes surrendered under the exchange offer; provided that the minimum principal amount of a New Note must be $2,000. Old Notes may be tendered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof; provided that the untendered portion of an Old Note must be in a minimum principal amount of $2,000.

The form and terms of the New Notes will be substantially identical to the form and terms of the Old Notes except the New Notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the registration rights agreement to consummate the exchange offer. The New Notes will evidence the same debt as the Old Notes. The New Notes will be issued under and entitled to the benefits of the indenture that authorized the issuance of the outstanding Old Notes. Consequently, the Old Notes and New Notes issued under the indenture will be treated as a single class of debt securities under the indenture.

The exchange offer is not conditioned upon any minimum aggregate principal amount of Old Notes being tendered for exchange.

As of the date of this prospectus, $600,000,000 aggregate principal amount of the Old 2028 Notes and $400,000,000 aggregate principal amount of Old 2023 Notes are outstanding. There will be no fixed record date for determining registered holders of Old Notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC. Old Notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture relating to the Old Notes.

We will be deemed to have accepted for exchange properly tendered Old Notes when we have given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the New Notes from us and delivering New Notes to such holders. Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any Old Notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under the caption “—Conditions to the Exchange Offer.”

Holders who tender Old Notes in the exchange offer will not be required to pay brokerage commissions or fees, or transfer taxes with respect to the exchange of Old Notes. We will pay all charges and expenses, other than those transfer taxes described below, in connection with the exchange offer. It is important that you read the section labeled “—Other Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date; Extensions; Amendments

The exchange offer for the Old Notes will expire at 5:00 p.m., New York City time, on                , 2022, unless we extend the exchange offer in our sole and absolute discretion.

In order to extend the exchange offer, we will notify the exchange agent in writing of any extension. We will notify in writing or by public announcement to the registered holders of Old Notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

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We reserve the right, in our reasonable discretion:

• to delay accepting for exchange any Old Notes in connection with the extension of the exchange offer;

• to extend the exchange offer or to terminate the exchange offer and to refuse to accept Old Notes not previously accepted if any of the conditions set forth below under “—Conditions to the Exchange Offer” have not been satisfied, by giving written notice of such delay, extension or termination to the exchange agent; or

• subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner, provided that in the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the exchange offer period, if necessary, so that at least five business days remain in the exchange offer following notice of the material change.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice or public announcement thereof to the registered holders of Old Notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders Old Notes of such amendment, provided that in the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the exchange offer period, if necessary, so that at least five business days remain in the exchange offer following notice of the material change. If we terminate this exchange offer as provided in this prospectus before accepting any Old Notes for exchange or if we amend the terms of this exchange offer in a manner that constitutes a fundamental change in the information set forth in the registration statement of which this prospectus forms a part, we will promptly file a post-effective amendment to the registration statement of which this prospectus forms a part. In addition, we will in all events comply with our obligation to make prompt payment for all Old Notes properly tendered and accepted for exchange in the exchange offer.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by issuing a timely press release to a financial news service.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange any New Notes for, any Old Notes, and we may terminate the exchange offer as provided in this prospectus before accepting any Old Notes for exchange if in our reasonable judgment:

• the exchange offer, or the making of any exchange by a holder of Old Notes, would violate applicable law or any applicable interpretation of the staff of the SEC; or

• any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

In addition, we will not be obligated to accept for exchange the Old Notes of any holder that has not made:

• the representations described under “—Purpose of the Exchange Offer,” “—Procedures for Tendering” and “Plan of Distribution;” and

• such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the New Notes under the Securities Act.

We expressly reserve the right, at any time or at various times on or prior to the scheduled expiration date of the exchange offer, to extend the period of time during which the exchange offer is open. Consequently, in the

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event we extend the period the exchange offer is open, we may delay acceptance of any Old Notes by giving written notice or public announcement of such extension to the registered holders of the Old Notes. During any such extensions, all Old Notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange unless they have been previously withdrawn. We will return any Old Notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer on or prior to the scheduled expiration date of the exchange offer, and to reject for exchange any Old Notes not previously accepted for exchange, upon the occurrence of any of the conditions to termination of the exchange offer specified above. We will give written notice or public announcement of any extension, amendment, non-acceptance or termination to the registered holders of the Old Notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time on the business day after the previously scheduled expiration date.

These conditions are for our sole benefit and we may, in our reasonable discretion, assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times except that all conditions to the exchange offer must be satisfied or waived by us prior to the expiration of the exchange offer. If we fail at any time to exercise any of the foregoing rights, that failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration of the exchange offer. Any waiver by us will be made by written notice or public announcement to the registered holders of the Notes and any such waiver shall apply to all the registered holders of the Notes.

In addition, we will not accept for exchange any Old Notes tendered, and will not issue New Notes in exchange for any such Old Notes, if at such time any stop order is threatened in writing or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of an indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Procedures for Tendering

To participate in the exchange offer, you must properly tender your Old Notes to the exchange agent as described below. We will only issue New Notes in exchange for Old Notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the Old Notes, and you should follow carefully the instructions on how to tender your Old Notes. It is your responsibility to properly tender your Old Notes. We have the right to waive any defects. However, we are not required to waive defects, and neither we nor the exchange agent is required to notify you of defects in your tender.

If you have any questions or need help in exchanging your Old Notes, please contact the exchange agent at the address or telephone numbers set forth below.

We have confirmed with DTC that the Old Notes may be tendered using DTC’s Automated Tender Offer Program, or ATOP, to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, transmit their acceptance of the exchange offer electronically. The exchange agent will establish an account with DTC for purposes of the exchange offer promptly after the commencement of the exchange offer, and DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer their Old Notes to the exchange agent using the ATOP procedures. In connection with the transfer, DTC will send an “agent’s message” to the exchange agent. The agent’s message will state that DTC has received instructions from the participant to tender Old Notes and that the participant agrees to be bound by the terms of the letter of transmittal.

By using the ATOP procedures to exchange Old Notes, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms just as if you had signed it.

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If an agent’s message is not delivered through ATOP, or if for any reason physical certificates representing the Old Notes have been issued to you and you are delivering such certificates for exchange, you must deliver an executed letter of transmittal to the exchange agent at the address set forth below under the caption “Exchange Agent.”

Guaranteed Delivery Procedures

If you wish to tender your Old Notes and:

• your Old Notes are not immediately available;

• you are unable to deliver your Old Notes, the letter of transmittal or any other document that you are required to deliver to the exchange agent prior to the expiration date; or

• you cannot complete the procedures for delivery by book-entry transfer prior to the expiration date;

you may tender your Old Notes according to the guaranteed delivery procedures described in the letter of transmittal. Those procedures require that:

• tender must be made by or through an eligible institution;

• prior to the expiration date, the exchange agent must receive from the holder and the eligible institution a properly completed and duly executed notice of guaranteed delivery by mail or hand delivery setting forth the name and address of the holder, the certificate number or numbers of the tendered Old Notes and the principal amount of tendered Old Notes, stating that the tender is being made thereby and guaranteeing that, prior to 5:00 p.m., New York City time, within three business days after the expiration date, the tendered Old Notes, a properly completed and duly executed letter of transmittal (or a facsimile thereof or, in the case of a book-entry transfer using ATOP, an agent’s message in lieu thereof) and any other required documents will be deposited by the eligible institution with the exchange agent; and

• a properly completed and executed letter of transmittal (or a facsimile thereof or, in the case of a book- entry transfer using ATOP, an agent’s message in lieu thereof), any other required documents and the tendered Old Notes in proper form for transfer or confirmation of a book-entry transfer of such Old Notes into the exchange agent’s account at DTC must be received by the exchange agent prior to 5:00 p.m., New York City time, within three business days after the expiration date.

Any holder who wishes to tender Old Notes pursuant to the guaranteed delivery procedures must ensure that the exchange agent receives the notice of guaranteed delivery relating to such Old Notes before the expiration date.

Determinations Under the Exchange Offer

We will reasonably determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered Old Notes and withdrawal of tendered Old Notes. Our determination will be final and binding. We reserve the right to reject any Old Notes not properly tendered or any Old Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defect, irregularities or conditions of tender as to particular Old Notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of Old Notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of Old Notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed made until such defects or irregularities have been cured or waived. Any Old Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder promptly after the expiration date of the exchange.

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When We Will Issue New Notes

In all cases, we will issue New Notes for Old Notes that we have accepted for exchange under the exchange offer only after the exchange agent receives, prior to the expiration date:

• either physical certificates representing the Old Notes or a book-entry confirmation of such number of Old Notes into the exchange agent’s account at DTC; and

• a properly transmitted agent’s message or properly completed notice of guaranteed delivery and all other required documents; or

• if an agent’s message is not delivered through ATOP, or if physical certificates representing the Old Notes are being delivered for exchange, a properly completed and duly executed letter of transmittal.

Return of Old Notes Not Accepted or Exchanged

If we do not accept any tendered Old Notes for exchange or if Old Notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged Old Notes will be returned without expense to their tendering holder. Such non-exchanged Old Notes tendered by the book-entry transfer procedures described above will be credited to an account maintained with DTC. These actions will occur promptly after the expiration or termination of the exchange offer.

Participating Broker-Dealers

Each broker-dealer that receives New Notes for its own account in exchange for Old Notes, where those Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those New Notes. See “Plan of Distribution.”

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the Old Notes at DTC for purposes of the exchange offer promptly after the date of this prospectus; and any financial institution participating in DTC’s system may make book-entry delivery of Old Notes by causing DTC to transfer such Old Notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.

Withdrawal of Tenders

Tenders of Old Notes may be withdrawn at any time prior to the expiration date.

For a withdrawal to be effective, you must comply with the appropriate ATOP procedures or send a written notice of withdrawal to the exchange agent at the address set forth below under the caption “Exchange Agent.” Any notice of withdrawal made pursuant to ATOP procedures must specify the name and number of the account at DTC to be credited with withdrawn Old Notes and otherwise comply with the ATOP procedures. Any written notice of withdrawal submitted outside of ATOP procedures must specify the name of the person who tendered the Old Notes to be withdrawn, identify the Old Notes to be withdrawn, including the principal amount of such Old Notes and, where certificates for Old Notes are transmitted, specify the name in which the Old Notes are registered, if different from that of the withdrawing holder. If certificates for the Old Notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution, unless such holder is an eligible institution.

We will reasonably determine all questions as to the validity, form, eligibility and time of receipt of a notice of withdrawal. Our determination will be final and binding on all parties. We will deem any Old Notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

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Any Old Notes that have been tendered for exchange using ATOP procedures but that are not exchanged for any reason will be credited to an account maintained with DTC for the Old Notes. This return or crediting will take place promptly after withdrawal, rejection of tender, expiration or termination of the exchange offer. Any certificates representing Old Notes that have been tendered for exchange but that are not exchanged for any reason will be returned to the holder of those Old Notes without cost to the holder. You may retender properly withdrawn Old Notes by following the procedures described under “ —Procedures for Tendering” above at any time prior to the expiration date.

Exchange Agent

U.S. Bank Trust Company, National Association has been appointed as the exchange agent for the exchange offer. All correspondence in connection with the exchange offer should be sent or delivered by each holder of Old Notes, or a beneficial owner’s commercial bank, broker, dealer, trust company or other nominee, to the exchange agent at:

By Mail or Hand Delivery (Registered or Certified Mail Recommended):

U.S. Bank Trust Company, National Association, as exchange agent

Corporate Actions

111 Fillmore Avenue

St. Paul, MN 55107-1402

Attn: Huntington Ingalls Industry Administrator

Cts.specfinance@usbank.com

To Confirm by Telephone:

800-934-6802

By Facsimile Transmission

(for eligible institutions only):

651-466-7367

Questions concerning tender procedures and requests for additional copies of this prospectus or the letter of transmittal should be directed to the exchange agent at the address, telephone numbers or fax number listed above. Holders of Old Notes may also contact their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the exchange offer. We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.

Announcements

We may make any announcement required pursuant to the terms of this prospectus or required by the Exchange Act or the rules promulgated thereunder through a press release or other public announcement in our sole discretion.

Other Fees and Expenses

We will bear the expenses of soliciting tenders of the Old Notes. The principal solicitation is being made by mail. Additional solicitations may, however, be made by e-mail, facsimile transmission, telephone or in person by the exchange agent, as well as by our officers and other employees and those of our affiliates.

We have not retained any dealer-manager in connection with this exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.

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Tendering holders of Old Notes will not be required to pay any fee or commission to the exchange agent. If, however, a tendering holder handles the transaction through its commercial bank, broker, dealer, trust company or other institution, that holder may be required to pay brokerage fees or commissions.

Accounting Treatment

We will record the New Notes in our accounting records at the same carrying value as the Old Notes. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer, other than the recognition of the fees and expenses of the offering as stated under “—Other Fees and Expenses.”

Transfer Taxes

Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct us to register New Notes in the name of, or request that Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those Old Notes.

Consequences of Failure to Exchange

Holders of Old Notes who do not exchange their Old Notes for New Notes under this exchange offer will remain subject to the restrictions on transfer applicable in the Old Notes (i) as set forth in the legend printed on the Old Notes as a consequence of the issuance of the Old Notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws and (ii) otherwise as set forth in the offering memorandum distributed in connection with the private offering of the Old Notes.

Any Old Notes not tendered by their holders in exchange for New Notes in this exchange offer will not retain any rights under the registration rights agreement (except in certain limited circumstances).

In general, you may not offer or sell the Old Notes unless they are registered under the Securities Act, or if the offer or sale is exempt from the registration requirements of the Securities Act and applicable state securities laws. We do not intend to register resales of the Old Notes under the Securities Act. Based on interpretations of the SEC staff, New Notes issued pursuant to this exchange offer may be offered for resale, resold or otherwise transferred by their holders (other than any such holder that is our “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the New Notes in the ordinary course of business and the holders are not engaged in, have no arrangement with any person to participate in, and do not intend to engage in, any public distribution of the New Notes to be acquired in this exchange offer. Any holder who tenders in this exchange offer and is engaged in, has an arrangement with any person to participate in, or intends to engage in, any public distribution of the New Notes (i) may not rely on the applicable interpretations of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

Other

Participation in this exchange offer is voluntary, and you should carefully consider whether to participate. You are urged to consult your financial and tax advisors in making your own decision as to what action to take.

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DESCRIPTION OF THE NOTES

The Old Notes were issued on August 16, 2021 in private offerings in the United States only to qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

In the exchange offer, we will issue up to $600,000,000 aggregate principal amount of New 2028 Notes and up to $400,000,000 aggregate principal amount of New 2023 Notes. The New Notes will be issued under the indenture dated August 16, 2021 by and among Huntington Ingalls Industries, Inc., the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “indenture”), under which the Old Notes were also issued. In this “Description of the Notes,” “HII” refers only to Huntington Ingalls Industries, Inc. and any successor obligor on the Old Notes and New Notes, and, unless the context otherwise requires, not to any of its subsidiaries. You can find the definitions of certain terms used in this description under “—Certain Definitions.” The term “Notes,” as used in this “Description of the Notes,” refers to both the Old Notes and the New Notes, and, as applicable, any Notes issued in the future under the indenture.

The New Notes of each series will be treated as a single class with the Old Notes of the corresponding series that remain outstanding after the completion of the exchange offer. If the exchange offer is consummated, holders of Old Notes of a series who do not exchange their Old Notes for New Notes will vote together with the holders of the New Notes of such series for all relevant purposes under the indenture. In that regard, the indenture requires that certain actions by the holders under the indenture (including acceleration after an Event of Default) must be taken, and certain rights must be exercised, by holders of specified minimum percentages of the aggregate principal amount of all outstanding Notes of a series issued under the indenture. In determining whether holders of the requisite percentage of aggregate principal amount of Notes of a series have given any notice, consent or waiver or taken any other action permitted under the indenture, any Old Notes of a series that remain outstanding after the exchange offer will be aggregated with the New Notes of that series, and the holders of these Old Notes and New Notes will vote together as a single class for all such purposes. Accordingly, all references in this “Description of the Notes” to specified percentages in aggregate principal amount of outstanding Notes mean, at any time after the exchange offer for the Old Notes is consummated, such percentage in aggregate principal amount of such Old Notes of a series and the New Notes of such series then outstanding.

The following is a summary of the material provisions of the indenture. Because this is a summary, it may not contain all the information that is important to you. You should read the indenture in its entirety. Copies of the indenture are available as described under “Where You Can Find More Information” and “Incorporation by Reference.”

Basic Terms of Notes

The New 2023 Notes will mature on August 16, 2023. The New 2028 Notes will mature on August 16, 2028. The Old Notes are, and the New Notes will be, unsecured unsubordinated obligations of HII, ranking equally in right of payment with all existing and future unsubordinated obligations of HII. The Old Notes bear interest from August 16, 2021 or the immediately preceding interest payment date to which interest has been paid or duly provided for, and the New Notes will bear interest from the date of issue at a rate of 0.670% per annum in the case of the New 2023 Notes and at a rate of 2.043% per annum in the case of the New 2028 Notes, payable in each case semiannually on each February 16 and August 16, to holders of record of the applicable series of New Notes on the February 1 or August 1 (whether or not a business day) immediately preceding the interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Additional Notes

Subject to the covenants described below, HII may issue additional Notes under the indenture having the same terms in all respects as the Notes, or in all respects except with respect to interest paid or payable on or

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prior to the first interest payment date after the issuance of additional Notes, and such additional Notes may have different issuance prices, initial interest accrual dates or initial interest payment dates and may not have the benefit of any registration rights. The Old Notes, the New Notes issued in the exchange offer and any additional Notes subsequently issued would be treated as a single class for all purposes under the indenture and will vote together as one class on all matters with respect to the Notes, provided that if the additional Notes are not fungible with the Notes offered hereby for United States federal income tax purposes, the additional Notes will have a separate CUSIP number.

Guarantees

The obligations of HII pursuant to the Notes, including any repurchase obligations resulting from a Change of Control Triggering Event, will be unconditionally guaranteed, jointly and severally, on an unsecured basis, by each of HII’s direct and indirect Domestic Subsidiaries that Guarantees Debt under the Credit Agreement. In addition, if any Wholly Owned Domestic Subsidiary Guarantees Debt under any Credit Facility or Capital Markets Debt after the Issue Date, such Wholly Owned Domestic Subsidiary must also Guarantee the Notes; provided that no Subsidiary that has been designated an Unrestricted Subsidiary for purposes of the Credit Agreement or is an Immaterial Subsidiary under the Credit Agreement shall be required to provide such Note Guaranty. Each of HII’s subsidiaries that is not a Guarantor is considered to be “minor” (as defined in Rule 3-10(h) of Regulation S-X), and HII, as parent company issuer, does not have independent assets or operations. There are no significant restrictions on the ability of HII and its Guarantor Subsidiaries to obtain funds from HII’s subsidiaries by dividend or loan, except those imposed by applicable law.

Each Note Guaranty will be limited to the maximum amount that would not render the applicable Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. By virtue of this limitation, a Guarantor’s obligation under its Note Guaranty could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guaranty. See “Risk Factors—Risks Relating to the Notes—Insolvency and fraudulent transfer laws and other limitations may preclude the recovery of payment under the Notes and the guarantees.”

The Note Guaranty of a Guarantor will terminate upon:

(1) a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the Guarantor if, as a result of such disposition, such Guarantor ceases to be a Subsidiary or the sale or disposition of all or substantially all the assets of the Guarantor (other than to HII or a Subsidiary) is otherwise permitted by the indenture,

(2) the release or discharge of the Guarantee by such Guarantor of Debt under each Credit Facility to which it is a party or becomes a party after the Issue Date, other than a discharge through payment under such Guarantee, or

(3) defeasance or discharge of the Notes, as provided in “—Defeasance and Discharge.”

Optional Redemption

The Notes will be redeemable, in whole or in part, at the option of HII, at any time and from time to time, with respect to the 2023 Notes, prior to August 16, 2022 (12 months prior to the maturity of the New 2023 Notes) and, in the case of the 2028 Notes, at any time prior to June 16, 2028 (two months prior to the maturity of the New 2028 Notes) (each such date, a “Par Call Date”), upon not less than 10 nor more than 60 days’ notice, at a price equal to the greater of:

• 100% of the principal amount of the Notes redeemed; and

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• the sum of the present values of the Remaining Scheduled Payments, as defined below, that would be due if the Notes being redeemed on that redemption date matured on the applicable Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the date of redemption, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Treasury Rate plus 7.5 basis points, in the case of the 2023 Notes, and plus 15 basis points, in the case of the 2028 Notes;

provided, that if HII redeems any Notes on or after the applicable Par Call Date, the redemption price for such Notes will equal 100% of the principal amount of the Notes to be redeemed.

The redemption price for the Notes will include, in each case, accrued and unpaid interest, if any, to, but excluding, the applicable redemption date on the principal amount of Notes to be redeemed (subject to the right of the holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to such redemption date).

HII may at any time, and from time to time, purchase Notes in the open market or otherwise.

Selection and Notice

If fewer than all of the Notes of a particular series are being redeemed, the trustee will select the Notes of that series to be redeemed, by lot or by any other method the trustee in its sole discretion deems appropriate, in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof; provided, that if the Notes of a particular series are represented by one or more global notes, beneficial interests in the Notes of that series will be selected for redemption by DTC in accordance with its standard procedures therefor. Upon surrender of any Note redeemed in part, the holder will receive a new Note equal in principal amount to the unredeemed portion of the surrendered Note. Once notice of redemption is sent to the holders, Notes called for redemption become due and payable at the redemption price on the redemption date. Commencing on the redemption date, Notes redeemed will cease to accrue interest.

No Mandatory Redemption or Sinking Fund

There will be no mandatory redemption or sinking fund payments for the Notes.

Ranking

The New Notes of each series and the related Note Guarantees will rank equally to each other in right of payment with or senior to all Debt of HII and the Guarantors, but will be effectively junior to all secured Debt of HII and the Guarantors to the extent of the value of the assets securing such Debt. As of March 31, 2022, we had $3.23 billion of total debt, including the Old Notes, the 2027 Notes, 2025 Notes, 2030 Notes, our outstanding Mississippi IRBs and GoZone IRBs, and $525 million outstanding under our Term Loan Credit Facility. As of March 31, 2022, we also had $1.485 billion of unutilized borrowing capacity under our Amended and Restated Revolving Credit Facility. Subject to the limits described under “Limitation on Liens,” HII and its Subsidiaries may incur additional secured Debt.

None of HII’s current or future Foreign Subsidiaries, Subsidiaries that are not wholly owned, Subsidiaries that are Immaterial Subsidiaries under the Credit Agreement, or Subsidiaries that are designated as Unrestricted Subsidiaries under the Credit Agreement will guarantee the Notes. Claims of creditors of non-guarantor subsidiaries, including trade creditors, and claims of preferred stockholders (if any) of those subsidiaries generally will have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of HII, including holders of the Notes. The Notes and each Note Guaranty therefore will be effectively subordinated to creditors (including trade creditors) and preferred stockholders (if any) of subsidiaries of HII that are not Guarantors. As of March 31, 2022, HII’s non-Guarantor subsidiaries had no material assets or liabilities.

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The indenture does not limit the Incurrence of Debt by HII or any of its Subsidiaries, and HII and its Subsidiaries may be able to Incur substantial amounts of additional Debt, including additional secured Debt.

Certain Covenants

The indenture contains covenants including, among others, the following:

Limitation on Liens

HII will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur or permit to exist any Liens of any nature whatsoever that secure Debt on any Principal Property of HII or any Restricted Subsidiary, or on shares of Capital Stock or Debt issued by any Restricted Subsidiary and owned by the Company or any Restricted Subsidiary, whether the Principal Property, shares of Capital Stock or Debt were owned at the Issue Date or thereafter acquired, other than Permitted Liens, without effectively providing, substantially concurrently with or prior to the creation of such Lien, that the Notes (or, in the case of a Restricted Subsidiary that is a Guarantor, its Note Guaranty) are secured equally and ratably with (or, if the obligation to be secured by the Lien is subordinated in right of payment to the Notes or any Note Guaranty, prior to) the obligations so secured for so long as such obligations are so secured.

“Principal Property” means any manufacturing plant or warehouse, together with the land upon which it is erected and fixtures comprising a part thereof, owned by the Company or any Restricted Subsidiary and located in the United States, the gross book value of which on the date as of which the determination is being made is an amount which exceeds 2% of Consolidated Net Tangible Assets, but not including any property financed through the issuance of any tax exempt governmental obligation, or any such manufacturing plant or warehouse or any portion thereof or any such fixture (together with the land upon which it is erected and fixtures comprising a part thereof) which, in the opinion of the board of directors of HII, is not of material importance to the total business conducted by the Company and its Subsidiaries, considered as a single enterprise.

For purposes of determining compliance with this covenant, (A) a Lien securing an item of Debt need not be permitted solely by reference to one category (or portion thereof) described in the definition of “Permitted Liens,” but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Debt (or any portion thereof) meets the criteria of one or more of the categories (or portions thereof) of Permitted Liens, HII shall, in its sole discretion, divide, classify or reclassify, or later divide, classify, or reclassify, such Lien securing such item of Debt (or any portion thereof) in any manner that complies (based on circumstances existing at the time of such division, classification or reclassification) with this covenant.

Limitation on Sale and Leaseback Transactions

HII will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless:

(1) the Sale and Leaseback Transaction is solely with HII or a Guarantor;

(2) the lease is for a period not in excess of 36 months, including renewals;

(3) HII or such Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (1) through (27) of the definition of “Permitted Liens,” without equally and ratably securing the Notes then outstanding under the indenture, to create, Incur, issue, assume or guarantee Debt secured by a Lien on such property in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction;

(4) HII or such Subsidiary within 360 days after the sale of such property in connection with such Sale and Leaseback Transaction is completed, applies an amount equal to the greater of (a) the net proceeds of the sale of

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such property or (b) the fair market value of such property to (i) the permanent retirement of the Notes, other Debt of HII ranking equally in right of payment with the Notes or Debt of a non-Guarantor Subsidiary or (ii) the purchase of property; or

(5) the Attributable Debt of HII and its Subsidiaries in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the Issue Date (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (1) through (4) above), plus the aggregate principal amount of Debt secured by Liens on properties then outstanding (not including any such Debt secured by Liens described in clauses (1) through (26) of the definition of “Permitted Liens”) which do not equally and ratably secure such outstanding Notes (or secure such outstanding Notes on a basis that is prior to other Debt secured thereby), would not exceed 15% of Consolidated Net Tangible Assets.

Repurchase of Notes upon a Change of Control Triggering Event

Not later than 30 days following a Change of Control Triggering Event or, at our option, prior to the consummation of any Change of Control but after public announcement of the transaction that constitutes or may constitute the Change of Control, HII will make an Offer to Purchase all outstanding Notes of each series at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of purchase.

An “Offer to Purchase” must be made by written offer, which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “expiration date”) not less than 15 days or more than 60 days after the date of the offer and a settlement date for purchase (the “purchase date”) not more than five business days after the expiration date. The offer must describe the transaction or transactions that constitute the Change of Control Triggering Event. The offer will also contain instructions and materials necessary to enable holders to tender Notes pursuant to the offer.

A holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be equal to $2,000 principal amount or a higher multiple of $1,000, provided, that any unpurchased portion of a Note must be in a minimum principal amount of $2,000. Holders are entitled to withdraw Notes tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the purchase date.

HII will not be required to make an Offer to Purchase upon a Change of Control Triggering Event if (i) a third party makes such Offer to Purchase contemporaneously with or upon a Change of Control Triggering Event in the manner, at the times and otherwise in compliance with the requirements of the indenture and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase or (ii) a notice of redemption to the holders of the Notes has been given pursuant to the indenture as described under “—Optional Redemption.”

In the event that holders of not less than 90% of the aggregate principal amount of the outstanding Notes of the applicable series of Notes accept an Offer to Purchase following a Change of Control Triggering Event and HII purchases all of the Notes of such series held by such holders, HII will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Offer to Purchase described above, to redeem all of the Notes of such series that remain outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of Notes redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption, subject to the right of the holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to such date of redemption.

HII will comply with Rule 14e-1 under the Exchange Act and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

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The occurrence of certain change of control events with respect to HII would constitute a default under the Credit Agreement. In the event a Change of Control Triggering Event occurs, HII could attempt to seek a waiver from the requisite lenders under the Credit Agreement or refinance the Credit Agreement. If HII were not able to refinance or obtain the requisite consents for a waiver, it would constitute an Event of Default under the Credit Agreement.

Future debt of HII may prohibit HII from purchasing Notes in the event of a Change of Control Triggering Event, provide that a Change of Control Triggering Event is a default or require repurchase upon a Change of Control Triggering Event. In addition, the indentures governing our other outstanding senior notes require that we make an offer to repurchase our other outstanding senior notes, upon the occurrence of a change of control with respect to HII. Moreover, the exercise by the Noteholders of their right to require HII to purchase the Notes could cause a default under other debt, even if the Change of Control Triggering Event itself does not, due to the financial effect of the purchase on HII.

Finally, HII’s ability to pay cash to the noteholders following the occurrence of a Change of Control Triggering Event may be limited by HII’s then-existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make the required purchase of the Notes. See “Risk Factors—Risks Relating to the Notes—The Notes are subject to a change of control provision, and we may not have the ability to raise the funds necessary to fulfill our obligations under the Notes following a change of control triggering event.”

The phrase “all or substantially all,” as used with respect to the assets of HII in the definition of “Change of Control,” is subject to interpretation under applicable state law, and its applicability in a given instance would depend upon the facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of “all or substantially all” the assets of HII has occurred in a particular instance, in which case a holder’s ability to obtain the benefit of these provisions could be unclear.

Except as described above with respect to a Change of Control Triggering Event, the indenture will not contain provisions that permit the holders of the Notes to require that HII purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The provisions under the indenture relating to HII’s obligation to make an offer to repurchase each series of Notes as a result of a Change of Control Triggering Event may be waived or amended as described in “—Amendments and Waivers.”

Financial Reports

(a) HII shall deliver to the trustee for informational purposes only, within 15 days after it files them with the SEC, copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which HII is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. HII also shall comply with the other provisions of Section 314(a) of the Trust Indenture Act.

(b) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, HII will furnish to the holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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Reports to Trustee

HII will deliver to the trustee

(1) within 120 days after the end of each fiscal year a certificate stating that HII has fulfilled its obligations under the indenture or, if there has been a Default, specifying the Default and its nature and status; and

(2) as soon as possible and in any event within 30 days after HII becomes aware of the occurrence of a Default, an officers’ certificate setting forth the details of the Default, and the action which HII proposes to take with respect thereto.

Consolidation, Merger or Sale of Assets

Company

HII will not:

• consolidate with or merge with or into any Person, or

• sell, convey, transfer, lease or otherwise dispose of all or substantially all of its assets and the assets of its Subsidiaries, taken as a whole, as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person, or

• permit any Person to merge with or into HII,

unless:

(1) either (x) HII is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation, limited liability company or partnership (provided that if the resulting, surviving or transferee Person is a limited liability company or partnership, a corporate Wholly Owned Subsidiary becomes a co-obligor at such time) organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes by supplemental indenture all of the obligations of HII under the indenture and the Notes and the registration rights agreement;

(2) immediately after giving effect to the transaction, no Default has occurred and is continuing; and

(3) HII delivers to the trustee an officers’ certificate and an opinion of counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the indenture;

provided, that clause (2) does not apply (i) to the consolidation or merger of HII with or into a Wholly Owned Subsidiary or the consolidation or merger of a Wholly Owned Subsidiary with or into HII, or to the sale, lease, conveyance, transfer, or other disposition of all or substantially all of its assets and the assets of its Subsidiaries, taken as a whole, as an entirety or substantially an entirety, to a Wholly Owned Subsidiary that is a Guarantor, or (ii) if the sole purpose of the transaction is to change the jurisdiction of incorporation of HII.

Upon the consummation of any transaction effected in accordance with the foregoing provisions, if HII is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, HII under the indenture and the Notes with the same effect as if such successor Person had been named as HII in the indenture. Upon such substitution, except in the case of a lease, HII will be released from its obligations under the indenture and the Notes.

Guarantors

No Guarantor may:

• consolidate with or merge with or into any Person, or

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• sell, convey, transfer or dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person, or

• permit any Person to merge with or into the Guarantor,

unless:

(1) the other Person is HII or any Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

(2) (A) either (x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of the obligations of the Guarantor under its Note Guaranty; and

(B) immediately after giving effect to the transaction, no Default has occurred and is continuing; or

(3) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to HII or a Subsidiary) otherwise permitted by the indenture.

Default and Remedies

Events of Default

An “Event of Default” will occur with respect to either series of the Notes if

(1) HII defaults in the payment of the principal of any Note when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise (other than pursuant to an Offer to Purchase pursuant to “—Repurchase of Notes upon a Change of Control Triggering Event”);

(2) HII defaults in the payment of interest (including any additional interest) on any Note when the same becomes due and payable, and the default continues for a period of 30 days;

(3) HII defaults in the performance of or breaches any other covenant or agreement of HII in the indenture or under the Notes and the default or breach continues for a period of 90 consecutive days after written notice thereof to HII by the trustee or to HII and the trustee by the holders of 25% or more in aggregate principal amount of the Notes (which notice requires that the default be remedied and states that it is a notice of default under the indenture);

(4) (i) any failure to pay indebtedness for money HII borrowed or guaranteed the payment of in an aggregate principal amount of at least $100 million at the later of Stated Maturity and the expiration of any related applicable grace period and such defaulted payment shall not have been made, waived or extended within 30 days or (ii) acceleration of the Stated Maturity of any indebtedness for money that HII borrowed or guaranteed the payment of in an aggregate principal amount of at least $100 million, if such indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days; provided, however, that, if the default under the instrument is cured by HII, or waived by the holders of the indebtedness, in each case as permitted by the governing instrument, then the event of default under the indenture governing the Notes caused by such default will be deemed likewise to be cured or waived;

(5) certain bankruptcy defaults occur with respect to HII; or

(6) any Note Guaranty of a Significant Subsidiary (or a group of Subsidiaries that would, taken together, be a Significant Subsidiary) ceases to be in full force and effect, other than in accordance the terms of the indenture, or a Guarantor that is a Significant Subsidiary (or a group of Subsidiaries that would, taken together, be a Significant Subsidiary) denies or disaffirms its obligations under its Note Guaranty.

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Consequences of an Event of Default

If an Event of Default, other than a bankruptcy default with respect to HII, occurs and is continuing under the indenture, the trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to HII (and to the trustee if the notice is given by the holders), may, and the trustee at the request of such holders shall, declare the principal of and accrued and unpaid interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a bankruptcy default occurs with respect to HII, the principal of and accrued and unpaid interest on such series of Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the trustee or any holder.

In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (4) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured by HII or a Significant Subsidiary of HII or waived (and the related declaration of acceleration rescinded or annulled) by the holders of the relevant Debt within 20 business days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of such series of Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the trustee for the payment of amounts due on the Notes.

The holders of a majority in principal amount of the outstanding Notes by written notice to HII and to the trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if

(1) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by the declaration of acceleration, have been cured or waived,

(2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, and

(3) all sums paid or advanced by the trustee under the indenture and the reasonable fees, expenses and disbursements of the trustee, its agents and counsel have been paid.

Except as otherwise provided in “—Consequences of an Event of Default” or “—Amendments and Waivers—Amendments with Consent of Holders,” the holders of a majority in principal amount of the outstanding Notes may, by notice to the trustee, waive an existing Default and its consequences. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.

The holders of a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the Notes. However, the trustee may refuse to follow any direction that conflicts with law or the indenture, that may involve the trustee in personal liability, or that the trustee determines in good faith may be unduly prejudicial to the rights of holders of Notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from holders of the Notes.

A holder of Notes may not institute any proceeding, judicial or otherwise, with respect to the indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy under the indenture or the Notes, unless:

(1) the holder has previously given to the trustee written notice of a continuing Event of Default with respect to the Notes;

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(2) holders of at least 25% in aggregate principal amount of outstanding Notes have made written request to the trustee to institute proceedings in respect of the Event of Default in its own name as trustee under the indenture;

(3) holders have offered to the trustee indemnity reasonably satisfactory to the trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

(4) the trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) during such 60-day period, the holders of a majority in aggregate principal amount of the outstanding Notes have not given the trustee a direction that is inconsistent with such written request.

Notwithstanding anything to the contrary, the right of a holder of a Note to receive payment of principal of or interest on its Note on or after the Stated Maturities thereof or after a redemption or repurchase date therefor, or to bring suit for the enforcement of any such payment on or after such dates, may not be impaired or affected without the consent of that holder.

If any Default occurs and is continuing and is known to the trustee, the trustee will send notice of the Default to each holder within 90 days after it occurs, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any Note, the trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of directors of the trustee in good faith determine that withholding the notice is in the interest of the holders.

No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders

No director, officer, employee, incorporator, manager, member, general or limited partner or stockholder, past, present and future, of HII or any of its Subsidiaries, as such, will have any liability for any obligations of HII or any Guarantor under the Notes, any Note Guaranty or the indenture or for any claim based on, in respect of, or by reason of, such obligations. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. This waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Amendments and Waivers

Amendments without Consent of Holders

HII and the trustee may amend or supplement the indenture or the Notes without notice to or the consent of any noteholder

(1) to cure any ambiguity, defect or inconsistency in the indenture or the Notes;

(2) to comply with “Consolidation, Merger or Sale of Assets”;

(3) to comply with any requirements of the SEC in connection with the qualification of the indenture under the Trust Indenture Act;

(4) to evidence and provide for the acceptance of an appointment by a successor trustee;

(5) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;

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(6) to provide for any Guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by the indenture;

(7) to provide for or confirm the issuance of additional Notes;

(8) to make any other change that does not materially and adversely affect the rights of any holder;

(9) to provide for the issuance of the New Notes;

(10) to add to the covenants of HII for the benefit of the noteholders;

(11) to add additional Events of Default; or

(12) to conform any provision to the “Description of the Notes” contained in the offering memorandum pursuant to which the Old Notes were originally issued.

Amendments with Consent of Holders

(a) Except as otherwise provided in “—Default and Remedies—Consequences of an Event of Default” or paragraph (b), HII and the trustee may amend the indenture and the Notes with the written consent of the holders of a majority in principal amount of the outstanding Notes and the holders of a majority in principal amount of outstanding Notes may waive future compliance by HII with any provision of the indenture or the Notes.

(b) Notwithstanding the provisions of paragraph (a), without the consent of each holder affected, an amendment or waiver may not:

(1) reduce the principal amount of or change the Stated Maturity of any installment of principal of any Note,

(2) reduce the rate of interest or change the Stated Maturity of any interest payment on any Note,

(3) reduce the amount payable upon the redemption of any Note or change the time of any mandatory redemption or, in respect of an optional redemption, the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed,

(4) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder,

(5) make any Note payable in money other than that stated in the Note,

(6) impair the right of any holder of Notes to receive any principal payment or interest payment on such holder’s Notes, on or after the Stated Maturity thereof or any redemption or repurchase date therefor, or to institute suit for the enforcement of any such payment,

(7) make any change in the percentage of the principal amount of the Notes required for amendments or waivers,

(8) modify or change any provision of the indenture affecting the ranking of the Notes or any Note Guaranty in a manner adverse to the holders of the Notes, or

(9) make any change in any Note Guaranty that would adversely affect the noteholders in any material respect.

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It is not necessary for noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.

Defeasance and Discharge

HII may discharge its obligations under either series of Notes and the indenture with respect to such series of Notes by irrevocably depositing in trust with the trustee money sufficient or U.S. Government Obligations the principal of and interest on which will be sufficient, or a combination thereof sufficient, to pay principal of and interest on such series of Notes to maturity or redemption within one year, subject to meeting certain other conditions.

HII may also elect to:

(1) discharge most of its obligations in respect of such series of Notes and the indenture, not including obligations related to the defeasance trust or to the replacement, transfer or exchange of such Notes or its obligations to the trustee (“legal defeasance”) or

(2) discharge its obligations under most of the covenants with respect to such series of Notes (and the events listed in clauses (3) (solely with respect to the covenants being defeased), (4) and (6) under “—Default and Remedies—Events of Default” will no longer constitute Events of Default) (“covenant defeasance”)

by irrevocably depositing in trust with the trustee money sufficient or U.S. Government Obligations the principal of and interest on which will be sufficient, or a combination thereof sufficient, to pay principal of and interest on such series of Notes to maturity or redemption and by meeting certain other conditions, including delivery to the trustee of either a ruling received from the Internal Revenue Service or an opinion of counsel to the effect that the holders will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case. In the case of legal defeasance, such an opinion could not be given absent a change of law after the Issue Date.

In the case of either discharge or defeasance, the related Note Guarantees, if any, will terminate with respect to such series of Notes.

Concerning the Trustee

U.S. Bank Trust Company, National Association is the trustee under the indenture.

Except during the continuance of an Event of Default, the trustee need perform only those duties that are specifically set forth in the indenture and no others, and no implied covenants or obligations will be read into the indenture against the trustee. In case an Event of Default has occurred and is continuing, the trustee shall exercise those rights and powers vested in it by the indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of the indenture will require the trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties thereunder, or in the exercise of its rights or powers. Prior to taking any action under the indenture, the trustee shall be entitled to indemnification satisfactory to it against any loss, liability or expense.

The indenture and provisions of the Trust Indenture Act incorporated by reference therein contain limitations on the rights of the trustee, should it become a creditor of any obligor on the Notes, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with HII and its affiliates; provided that if it acquires any conflicting interest as defined under the Trust Indenture Act, it must either eliminate the conflict within 90 days or resign.

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Form, Denomination and Registration of Notes

The Old Notes were, and the New Notes will be, issued in registered form, without interest coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof, initially in the form of global notes, as further provided below.

The trustee is not required (i) to issue, register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or purchased pursuant to an Offer to Purchase, (ii) to register the transfer of or exchange any Note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of the Note not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to an Offer to Purchase is to occur after a regular record date but on or before the corresponding interest payment date, to register the transfer or exchange of any Note on or after the regular record date and before the date of redemption or purchase. See “—Global Notes,” “—Certificated Notes,” and “Notice to Investors” for a description of additional transfer restrictions applicable to the Notes.

No service charge will be imposed in connection with any transfer or exchange of any Note, but HII may in general require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.

Global Notes

Global notes evidencing the New Notes will be deposited with the trustee as custodian for DTC and registered in the name of a nominee of DTC. Beneficial interests in the global notes will be shown on records maintained by DTC and its direct and indirect participants. So long as DTC or its nominee is the registered owner or holder of a global note, DTC or such nominee will be considered the sole owner or holder of the Notes represented by such global note for all purposes under the indenture and the Notes. No owner of a beneficial interest in a global note will be able to transfer such interest except in accordance with DTC’s applicable procedures and the applicable procedures of its direct and indirect participants.

Investors may hold their beneficial interests in the global notes directly through DTC if they are participants in DTC, or indirectly through organizations which are participants in DTC.

Payments of principal and interest under each global note will be made to DTC’s nominee as the registered owner of such global note. HII expects that the nominee, upon receipt of any such payment, will immediately credit DTC participants’ accounts with payments proportional to their respective beneficial interests in the principal amount of the relevant global note as shown on the records of DTC. HII also expects that payments by DTC participants to owners of beneficial interests will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants, and none of HII, the trustee, the custodian or any paying agent or registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in any global note or for maintaining or reviewing any records relating to such beneficial interests.

If the depositary for a global security is DTC, a Person may hold interests in the global notes through Clearstream Banking S.A. (“Clearstream”), or Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”), in each case, as a participant in DTC. Euroclear and Clearstream will hold interests, in each case, on behalf of their participants through customers’ securities accounts in the names of Euroclear and Clearstream on the books of their respective depositaries, which in turn will hold such interests in customers’ securities in the depositaries’ names on DTC’s books.

Payments, deliveries, transfers, exchanges, notices and other matters relating to the Notes made through Euroclear or Clearstream must comply with the rules and procedures of those systems. Those systems could

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change their rules and procedures at any time. HII has no control over those systems or their participants, and HII takes no responsibility for their activities. Transactions between participants in Euroclear or Clearstream, on the one hand, and other participants in DTC, on the other hand, would also be subject to DTC’s rules and procedures.

Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices and other transactions involving any securities held through those systems only on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

In addition, because of time-zone differences, U.S. investors who hold their interests in the Notes through these systems and wish, on a particular day, to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable. Thus, investors who wish to exercise rights that expire on a particular day may need to act before the expiration date. In addition, investors who hold their interests through both DTC and Euroclear or Clearstream may need to make special arrangements to finance any purchase or sales of their interests between the U.S. and European clearing systems, and those transactions may settle later than transactions within one clearing system.

Certificated Notes

The New Notes will not bear any restricted legend.

A certificated Old Note not exchanged in the exchange offer may be transferred to a Person who wishes to hold a beneficial interest in the U.S. global note only upon receipt by the trustee of a Rule 144A certificate of the transferee. A certificated Old Note may be transferred to a Person who wishes to hold a beneficial interest in the offshore global note only upon receipt by the trustee of a Regulation S certificate of the transferor. A certificated Old Note may be transferred to a Person who wishes to hold a certificated Note only upon receipt by the trustee of (x) a Rule 144A certificate of the transferee, (y) a Regulation S certificate of the transferor or (z) an institutional accredited investor certificate of the transferee, and/or an opinion of counsel and such other certifications and evidence as HII may reasonably require in order to determine that the proposed transfer is being made in compliance with the Securities Act. Any such transfer of certificated Old Notes to an institutional accredited investor must involve Old Notes having a principal amount of not less than $250,000. The restrictions on transfer described in this paragraph will not apply (1) to Notes sold pursuant to a registration statement under the Securities Act or to the New Notes or (2) after such time (if any) as HII determines and instructs the trustee that the Old Notes are eligible for resale pursuant to Rule 144 under the Securities Act without the need for current public information. There is no assurance that the Old Notes will become eligible for resale pursuant to Rule 144. Notwithstanding the foregoing, certificated Notes that do not bear the restricted legend set forth in the section “Notice to Investors” in the offering memorandum pursuant to which the Old Notes were originally issued will not be subject to transfer restrictions.

If DTC notifies HII that it is unwilling or unable to continue as depositary for a global note and a successor depositary is not appointed by HII within 90 days of such notice, or an Event of Default has occurred and the trustee has received a request from DTC, the trustee will exchange each beneficial interest in that global note for one or more certificated Notes registered in the name of the owner of such beneficial interest, as identified by DTC. Any such certificated note issued in exchange for a beneficial interest in the U.S. global note will bear the restricted legend set forth under “Notice to Investors” in the offering memorandum pursuant to which the Old Notes were originally issued and accordingly will be subject to the restrictions on transfer applicable to certificated Old Notes bearing such restricted legend.

Same Day Settlement and Payment

The indenture will require that payments in respect of the Notes represented by the global notes be made by wire transfer of immediately available funds to DTC for transfer to the accounts of its participants. With respect

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to Notes in certificated form, HII will make all payments by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each holder’s registered address.

The New Notes represented by global notes are expected to be eligible to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. HII expects that secondary trading in any certificated Notes will also be settled in immediately available funds.

Governing Law

The indenture, the Old Notes, including any Note Guarantees, and the New Notes and related Note Guarantees shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

“Attributable Debt” means, with respect to any Sale and Leaseback Transaction that does not result in a Capital Lease, the present value (computed in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of:

(1) the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated); and

(2) the Attributable Debt determined assuming no such termination.

“Capital Lease” means, with respect to any Person, any lease of any property which, in conformity with GAAP, is required to be classified as a finance lease on the balance sheet of such Person.

“Capital Markets Debt” means any Debt consisting of bonds, debentures, Notes or other similar debt securities in an aggregate principal amount outstanding equal to or greater than $200 million issued in (a) a public offering registered under the Securities Act, (b) a private placement to institutional investors that is resold in accordance with Rule 144A or Regulation S under the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC or (c) a private placement to institutional investors. For the avoidance of doubt, the term “Capital Markets Debt” does not include any Debt under a Credit Agreement, Debt incurred in connection with a Sale and Leaseback Transaction, Debt incurred in the ordinary course of business of HII, obligations under Capital Leases or recourse transfer of any financial asset or any other type of Debt incurred in a manner not customarily viewed as a “securities offering.”

“Capital Stock” means, with respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person’s equity, entitling the holder to receive a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.

“Change of Control” means:

(1) the merger or consolidation of HII with or into another Person or the merger of another Person with or into HII or the merger of any Person with or into a Subsidiary of HII if Capital Stock of HII is issued in connection therewith, or the sale of all or substantially all the assets of HII to another Person, unless holders of a majority of the aggregate voting power of the Voting Stock of HII, immediately prior to such transaction, hold securities of the surviving or transferee Person that represent, immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving Person;

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(2) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as such term is used in Rules 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of HII; or

(3) the adoption of a plan relating to the liquidation or dissolution of HII.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (a) HII becomes a direct or indirect wholly owned subsidiary of a holding company (which shall include a parent company) and (b)(i) the holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (ii) no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the voting power of the Voting Stock of such holding company immediately following such transaction.

“Change of Control Triggering Event” means, with respect to either series of Notes, the occurrence of both a Change of Control and a Ratings Decline.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes (assuming, for this purpose, that the Notes matured on the Par Call Date) to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes (assuming, for this purpose, that the Notes matured on the Par Call Date).

“Comparable Treasury Price” means, with respect to any redemption date for the Notes:

• the average of the Reference Treasury Dealer Quotations obtained by HII for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations; or

• if HII obtains fewer than four Reference Treasury Dealer Quotations, the average of all quotations obtained by HII; or

• if HII obtains only one Reference Treasury Dealer Quotation, such quotation.

“Consolidated Net Tangible Assets” of any Person means the aggregate amount of assets of such Person and its Subsidiaries after deducting therefrom (to the extent otherwise included therein) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent quarterly or annual (as the case may be) consolidated balance sheet (prior to the relevant date of determination for which internal financial statements are available) of such Person and its Subsidiaries in accordance with GAAP.

“Credit Agreement” means the Amended and Restated Revolving Credit Agreement dated August 2, 2021, among HII, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and an issuing bank, and certain other issuing banks, together with any related documents (including any guarantee agreements), as such agreement may be amended, modified, supplemented, restated, extended, renewed, refinanced or replaced or substituted from time to time in one or more agreements or instruments (in each case with the same or new lender, group of lenders, investors, purchasers or other debtholders), including pursuant to any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Debt thereunder or increasing the amount loaned or issued thereunder.

“Credit Facility” means any (i) credit facility (including the Credit Agreement) with banks or other lenders providing for revolving credit loans or term loans providing for the Incurrence of Debt in an aggregate principal

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amount outstanding equal to or greater than $200 million, and (ii) any agreement that refinances any Debt Incurred under any agreement described in clause (i) or this clause (ii), including in each case any successor or replacement agreement or agreements.

“Debt” means, with respect to any Person, without duplication,

(1) all indebtedness of such Person for borrowed money;

(2) all obligations of such Person evidenced by bonds, debentures, Notes or other similar instruments;

(3) all obligations of such Person as lessee under Capital Leases; and

(4) all Debt of other Persons Guaranteed by such Person to the extent so Guaranteed.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Domestic Subsidiary” means any Subsidiary formed under the laws of the United States of America or any jurisdiction thereof.

“Fitch” means Fitch Ratings Limited and its successors.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part; provided that the term “Guarantee” does not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means (i) each Domestic Subsidiary of HII in existence on the Issue Date that Guarantees any Debt under the Credit Agreement at such time and (ii) each Domestic Subsidiary that executes a supplemental indenture in the form attached to the indenture providing for the guaranty of the payment of the Notes, or any successor obligor under its Note Guaranty pursuant to “—Consolidation, Merger or Sale of Assets,” in each case unless and until such Guarantor is released from its Note Guaranty pursuant to the indenture.

“Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates or (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates or (iii) any commodity or raw material futures contract or any other agreement designed to protect against fluctuations in raw material prices.

“Incur” means, with respect to any Debt, to incur, create, issue, assume or Guarantee such Debt. If any Person becomes a Subsidiary on any date after the Issue Date, the Debt of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date. The accretion of original issue discount or payment of interest in kind will not be considered an Incurrence of Debt.

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“Independent Investment Banker” means one of the Reference Treasury Dealers, to be appointed by HII.

“Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by HII.

“Issue Date” means the date on which the Old Notes were originally issued under the indenture.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or Capital Lease having substantially the same economic effect as any of the foregoing).

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Note Guaranty” means the guaranty of the Notes by a Guarantor pursuant to the indenture.

“Permitted Liens” means

(1) Liens existing on the Issue Date not otherwise constituting Permitted Liens;

(2) Liens securing the Notes or any Note Guarantees;

(3) [reserved];

(4) pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or leases, or to secure public or statutory obligations, surety bonds, customs duties and the like, or for the payment of rent, in each case incurred in the ordinary course of business and not securing Debt;

(5) Liens imposed by law, such as carriers’, vendors’, warehousemen’s and mechanics’ liens, in each case for sums not yet due or being contested in good faith and by appropriate proceedings;

(6) Liens in respect of taxes and other governmental assessments and charges;

(7) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the proceeds thereof and Liens on cash deposits held to cash collateralize letters of credit or Liens in respect of cash in connection with the operation of cash management programs and Liens associated with the discounting or sale of letters of credit;

(8) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property, not interfering in any material respect with the conduct of the business of HII and its Subsidiaries;

(9) licenses or leases or subleases as licensor, lessor or sublessor of any of its property, including intellectual property, in the ordinary course of business;

(10) customary Liens in favor of trustees and escrow agents, and netting and setoff rights, banker’s liens and the like in favor of financial institutions and counterparties to financial obligations and instruments, including Hedging Agreements;

(11) Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the disposition of such assets;

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(12) judgment liens, and Liens securing appeal bonds or letters of credit issued in support of or in lieu of appeal bonds;

(13) Liens (including the interest of a lessor under a Capital Lease) on property that secure Debt of HII or any Subsidiary, which may include Capital Leases, mortgage financings or purchase money obligations, Incurred on or after the Issue Date no later than 180 days after the date of purchase or completion of construction or improvement of property, plant or equipment for the purpose of financing all or any part of the purchase price or cost of construction or improvement of such property and which attach within 180 days after the date of such purchase or the completion of construction or improvement and do not extend to any other property of HII and its Subsidiaries;

(14) Liens on property of a Person at the time such Person becomes a Subsidiary of HII;

(15) mortgages on property to secure the payment of all or any part of the price of acquisition, construction or improvement of such property by HII or a Subsidiary or to secure any Debt Incurred by HII or a Subsidiary, prior to, at the time of, or within twelve months after the later of the acquisition or completion of such improvements or construction or the placing in operation of such property, which Debt is Incurred for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement the mortgage shall not apply to any property theretofore owned by HII, or a Subsidiary, other than, in the case of any such construction or improvement, any theretofore substantially unimproved real property on which the property or improvement so constructed is located;

(16) Liens securing Debt or other obligations of HII or a Subsidiary to HII or a Subsidiary;

(17) Liens securing Hedging Agreements so long as such Hedging Agreements relate to Debt for borrowed money that is secured by a Lien on the same property securing such Hedging Agreements;

(18) Liens in favor of customs or revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods incurred in the ordinary course of business;

(19) deposits in the ordinary course of business to secure liability to insurance carriers;

(20) any interest of title of an owner of equipment or inventory on a loan or consignment to HII or any of its Subsidiaries and Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by HII or any Subsidiary in the ordinary course of business;

(21) Liens securing obligations for third party customer financing in the ordinary course of business;

(22) options, put, call and swap arrangements, rights of first refusal and similar rights relating to investments in joint ventures, limited liability companies, partnerships and the like permitted to be made under the indenture;

(23) Liens deemed to exist in connection with investments in repurchase agreements; provided that such Liens do not extend to any assets other than those assets that are the subject of such repurchase agreements;

(24) Liens on property necessary to defease Debt that was not Incurred in violation of the indenture;

(25) extensions, renewals, amendments, refinancings or replacements of any Permitted Lien in connection with the refinancing of the obligations secured thereby, provided that (a) such Lien does not extend to any other property and the amount secured by such Lien is not increased (except in respect of premium, fees and expenses related to any such refinancing); (b) such extension, renewal, amendment, refinancing or replacement Lien may

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not secure Debt for borrowed money unless the original Lien secured Debt for borrowed money; and (c) if the original Lien was incurred pursuant to clause (27), the Debt secured by such extension, renewal, amendment, refinancing or replacement Lien shall be deemed outstanding under clause (27), for purposes of measuring whether subsequent Incurrences under such clauses may be permitted;

(26) mortgages on property of HII or a Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country or any political subdivision thereof, or any department, agency or instrumentality of such country or political subdivision, to secure partial progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such mortgages (including without limitation mortgages incurred in connection with pollution control, industrial revenue or similar financings); and

(27) other Liens; provided that the amount of outstanding Debt secured by Liens Incurred pursuant to this clause (27), when aggregated with the amount of Attributable Debt outstanding and Incurred in reliance on clause (5) under “Certain Covenants—Limitation on Sale and Leaseback Transactions,” does not exceed 15% of Consolidated Net Tangible Assets at the time any such Lien is granted.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

“Rating Agencies” means (1) each of Fitch, Moody’s and S&P and (2) if any of Fitch, Moody’s or S&P ceases to rate the applicable series of Notes or fails to make a rating of such Notes publicly available for reasons outside of HII’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by HII (as certified by a resolution of the board of directors of HII) as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be.

“Ratings Decline” means, with respect to a series of Notes, the rating on such Notes is lowered by at least two of the three Rating Agencies and the Notes are rated below an Investment Grade Rating by at least two of the three Rating Agencies, in any case on any day during the period (which period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by either of the Rating Agencies) commencing 60 days prior to the first public notice of the occurrence of a change of control or HII’s intention to effect a Change of Control and ending 60 days following consummation of such Change of Control; provided, however, that a ratings decline otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Ratings Decline) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform HII that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Ratings Decline). The trustee shall not be responsible for determination or monitoring whether or not a Ratings Decline has occurred.

“Reference Treasury Dealer” means each of BofA Securities, Inc. and J.P. Morgan Securities LLC and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer (a “Primary Treasury Dealer”) HII will substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by HII, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to HII by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding such redemption date.

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption

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date but for such redemption (assuming, for this purpose, that the Notes matured on the Par Call Date); provided, however, that, if such redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date.

“Restricted Subsidiary” means any of HII’s Subsidiaries that directly or indirectly through ownership of any Subsidiary owns a Principal Property.

“S&P” means S&P Global Ratings, a division of S&P Global, Inc., and its successors.

“Sale and Leaseback Transaction” means an arrangement relating to property, plant or equipment now owned or hereafter acquired by HII or a Subsidiary whereby HII or a Subsidiary transfers such property to a Person and HII or such Subsidiary leases it from such Person, other than (i) leases between HII and a Subsidiary or between Subsidiaries or (ii) any such transaction entered into with respect to any property, plant or equipment or any improvements thereto at the time of, or within 180 days after, the acquisition or completion of construction of such property, plant or equipment or such improvements (or, if later, the commencement of commercial operation of any such property, plant or equipment), as the case may be, to finance the cost of such property, plant or equipment or such improvements, as the case may be.

“SEC” means the United States Securities and Exchange Commission.

“Significant Subsidiary” means any Subsidiary that is a “significant subsidiary” as defined in Article 1, Rule 1-02 (w)(1) or (2) of Regulation S-X promulgated under the Securities Act, as such regulation is in effect on the Issue Date.

“Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable or (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment.

“Subsidiary” means with respect to any Person, any corporation, association or other business entity of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by, or, in the case of a partnership, the sole general partner or the managing partner or the only general partners of which are, such Person and one or more Subsidiaries of such Person (or a combination thereof). Unless otherwise specified, “Subsidiary” means a Subsidiary of HII.

“Treasury Rate” means, with respect to any redemption date for the Notes, the rate per annum equal to the semi-annual equivalent yield to maturity (or interpolated yield to maturity on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date. The Treasury Rate will be calculated on and as of the third business day preceding the redemption date. The trustee shall not be responsible for making any such calculations.

“U.S. Government Obligations” means (i) obligations issued or directly and fully guaranteed or insured by the United States of America or by any agent or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof; (ii) repurchase agreements with respect to debt obligations referred to in clause (i); (iii) money market accounts that invest solely in the debt obligations referred to in clause (i) and/or repurchase obligations referred to in clause (ii) above; and (iv) U.S. dollars.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members, as applicable, of the governing body of such Person.

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“Wholly Owned” means, with respect to any Subsidiary, a Subsidiary all of the outstanding Capital Stock of which (other than any director’s qualifying shares) is owned by HII and one or more Wholly Owned Subsidiaries (or a combination thereof).

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain U.S. federal income tax considerations related to the exchange of Old Notes for New Notes in the exchange offer. This summary is based upon provisions of the Internal Revenue Code of 1986, as amended, or the Code, U.S. Treasury Regulations, administrative rulings and judicial decisions in effect as of the date of this prospectus, any of which may subsequently be changed, possibly retroactively, or interpreted differently by the Internal Revenue Service, or the IRS, so as to result in U.S. federal income tax consequences different from those discussed below. Except where noted, this summary is limited to holders who hold their Old Notes as capital assets (generally for investment purposes) and exchange their Old Notes for New Notes in the exchange offer. This summary does not address all aspects of U.S. federal income taxes related to the exchange of Old Notes for New Notes in the exchange offer and does not address all tax consequences that may be relevant to holders in light of their personal circumstances or particular situations, such as:

• tax consequences to holders who may be subject to special tax treatment, including dealers or traders in securities or currencies, banks and other financial institutions, regulated investment companies, real estate investment trusts, “controlled foreign corporations”, “passive foreign investments companies”, tax-exempt entities, insurance companies, pension plans, individual retirement accounts or other tax-deferred accounts and traders in securities that elect to use a mark-to-market method of accounting for their securities;

• tax consequences to persons holding Old Notes as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle or other risk reduction transaction;

• tax consequences to holders of Old Notes whose “functional currency” is not the U.S. dollar;

• tax consequences to partnerships or other pass-through entities and their members; and

• tax consequences to certain former citizens or residents of the United States.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Old Notes, the tax treatment of the exchange offer to a partner will generally depend upon the status of the partner and the activities of the partnership. A beneficial owner that is a partnership and partners in such a partnership should consult their tax advisors regarding the tax consequences of the exchange offer.

This summary of U.S. federal income tax considerations is for general information only and is not tax advice for any particular investor. This summary does not address the tax considerations arising under the laws of any non-U.S., state, or local jurisdiction. This summary also does not address any U.S. federal tax consequences other than income tax, such as U.S. federal alternative minimum tax consequences, the potential application of the Medicare tax on net investment income, and any U.S. federal estate or gift tax consequences. If you are considering the purchase of Notes, you should consult your tax advisors concerning the U.S. federal income tax consequences to you in light of your own specific situation, as well as consequences arising under the laws of any other taxing jurisdiction.

Exchange Offer

The exchange of Old Notes for New Notes is not expected to constitute a taxable exchange for U.S. federal income tax purposes. As a result, (1) a holder of Old Notes should not recognize a taxable gain or loss as a result of exchanging such holder’s Old Notes for New Notes, (2) the holding period of the New Notes received should include the holding period of the Old Notes exchanged therefor, (3) the adjusted issue price of the New Notes received should be the same as the adjusted issue price of the Old Notes exchanged therefor, and (4) the adjusted tax basis of the New Notes received should be the same as the adjusted tax basis of the Old Notes exchanged therefor immediately before such exchange. The United States federal income tax consequences of holding and disposing of your New Notes generally are expected to be the same as those applicable to your Old Notes.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until the date that is 180 days from the Expiration Date, all dealers effecting transactions in the New Notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer, and any broker or dealer that participates in a distribution of such New Notes, may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of New Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

The validity of the securities in respect of which this prospectus is being delivered will be passed upon for us by Gibson, Dunn & Crutcher LLP. Certain other legal matters with respect to the Guarantors incorporated in Virginia, Maryland and Ohio guarantors will be passed upon for us by Charles R. Monroe, Jr., Ballard Spahr LLP and Hahn Loeser & Parks LLP, respectively.

Mr. Monroe is employed by a wholly owned subsidiary of the Company that guarantees the Notes, is paid a salary in connection with such employment and is a participant in various employee benefit plans and incentive plans offered by the Company or such wholly owned subsidiary. Mr. Monroe owns or has rights to acquire an aggregate of less than 1% of the Company’s common stock.

EXPERTS

The consolidated financial statements as of December 31, 2021 and 2020, and for each of the three years in the period ended December 31, 2021, and the related financial statement schedule incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and the effectiveness of Huntington Ingalls Industries, Inc. and subsidiaries’ internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-4 with respect to the issuance of the New Notes. This prospectus, which forms part of the registration statement, does not contain all of the information included in that registration statement. For further information about us and about the New Notes, you should refer to the registration statement and its exhibits.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information that issuers, including us, file electronically with the SEC. The public can obtain any documents that we file with the SEC, including the registration statement on Form S-4, at http://www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at http://www.hii.com. Our website is not a part of this prospectus and is not incorporated by reference in this prospectus.

INCORPORATION BY REFERENCE

The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or

superseded. This prospectus incorporates by reference the documents listed below and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the

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Exchange Act (in each case, other than those documents or the portions of those documents not deemed to be filed) until the offering of the securities under the registration statement is terminated or completed:

• Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including the information specifically incorporated by reference into the Annual Report on Form 10-K from our definitive proxy statement for the 2022 Annual Meeting of Stockholders;

• Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022; and

• Current Reports on Form 8-K filed February 1, 2022 (as amended by our Current Report on Form 8-K/A filed on March 4, 2022), February  1, 2022, March  4, 2022, May 6, 2022 and May 9, 2022.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:

4101 Washington Ave

Newport News, VA 23607

Attn: HII Corporate Treasury

(757) 380-2000

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Huntington Ingalls Industries, Inc.

Offer to Exchange

up to $600,000,000 2.043% Senior Notes due 2028

that have been registered under the

Securities Act of 1933, as amended,

for any and all of our outstanding unregistered

2.043% Senior Notes due 2028

and

up to $400,000,000 0.670% Senior Notes due 2023

that have been registered under the

Securities Act of 1933, as amended,

for any and all of our outstanding unregistered

0.670% Senior Notes due 2023

PROSPECTUS

, 2022

Until the date that is 180 days from the date of the Expiration Date, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

The following summaries are qualified in their entirety by reference to the applicable statute, the registrants’ incorporation, formation, or other organizational document, as applicable and as amended to date, and the registrants’ bylaws or limited liability company agreement, as applicable and as amended to date.

Registrants Incorporated in Delaware

With respect to the registrants incorporated in Delaware, Section 145 of the DGCL provides, generally, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (except actions by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person in connection with the defense or settlement of any action or suit by or in the right of the corporation, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation, provided that a court shall have determined, upon application, that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 102(b)(7) of the DGCL provides, generally, that a corporation may relieve its directors from personal liability to such corporation or its stockholders for monetary damages for any breach of their fiduciary duty as directors except (i) for a breach of the duty of loyalty, (ii) for failure to act in good faith, (iii) for intentional misconduct or knowing violation of law, (iv) for willful or negligent violations of certain provisions in the DGCL imposing certain requirements with respect to stock repurchases, redemptions and dividends, or (v) for any transactions from which the director derived an improper personal benefit.

Huntington Ingalls Industries, Inc.

Elimination of Liability of Directors. The Company’s Restated Certificate of Incorporation, as amended (the “Restated Certificate of Incorporation”) provides that a director of the Company will not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (which concerns unlawful payments of dividends, stock purchases or redemptions), or (iv) for any transaction from which the director derives an improper personal benefit. If the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

While the Restated Certificate of Incorporation provides the Company’s directors with protection from awards for monetary damages for breaches of their duty of care, it does not eliminate such duty. Accordingly, the Restated Certificate of Incorporation has no effect on the availability of equitable remedies such as an injunction or rescission based on a director’s breach of his or her duty of care. The provisions of the Restated Certificate of Incorporation described above apply to an officer of the Company only if he or she is a director of the Company and is acting in his or her capacity as director, and do not apply to officers of the Company who are not directors.

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Indemnification of Directors and Officers. The Company’s Restated Bylaws (the “Restated Bylaws”) provide that the Company will indemnify and hold harmless, to the fullest extent authorized by the DGCL as it presently exists or may thereafter be amended, any person (an “Indemnitee”) who was or is made a party, or is threatened to be made a party, to any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Company or while he or she is or was serving at the request of the board of directors or an executive officer of the Company as a director, officer, manager, trustee, fiduciary, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith. The Restated Bylaws also provide that, notwithstanding the foregoing, but except as described in the second following paragraph, the Company will be required to indemnify an Indemnitee in connection with any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, or part thereof, initiated by such Indemnitee only if such action, suit or proceeding, or part thereof, was authorized by the Company’s board of directors.

The Restated Bylaws further provide that the Company will pay the expenses incurred by an Indemnitee in defending or preparing for any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition; provided, however, that, if (x) in the case of a director or officer, the DGCL so requires, or (y) in the case of any other person entitled to indemnification under the Restated Bylaws, the board of directors otherwise deems it appropriate, an advancement of expenses shall be made only upon delivery to the Company of an undertaking containing such terms and conditions, including the requirement of security (if any), as the Company’s board of directors deems appropriate, by or on behalf of such Indemnitee, to repay all amounts so advanced if it is ultimately determined by final judicial decision from which there is no further right to appeal that the Indemnitee is not entitled to be indemnified under the relevant section of the Restated Bylaws or otherwise. The Company is not obligated to advance fees and expenses to a director, officer or any other person in connection with an action, suit or proceeding, whether civil, criminal, administrative or investigative, instituted by the Company against such person.

The Restated Bylaws also expressly state that the Company may grant additional rights to indemnification and to the advancement of expenses to any of the Company’s employees or agents to the fullest extent permitted by law. The registrant has indemnification agreements with its directors and officers that provide for the maximum indemnification allowed by law.

Other Registrants Incorporated in Delaware

The certificate of incorporation of each of HII Defense and Federal Solutions, Inc., Alion Holding Corp., and Alion Science and Technology Corporation relieves its directors from monetary damages to it or its stockholders for breach of such director’s fiduciary duty as a director to the fullest extent permitted by the DGCL. The certificates of incorporation of each of Fleet Services Holding Corp. and HII TSD Holding Company provide that a director of the corporation will not have personal liability to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for those specific breaches and acts or omissions with respect to which the DGCL expressly provides that this provision shall not eliminate or limit such personal liability of directors.

The certificate of incorporation of HII Technical Solutions Corporation provides that a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL.

The certificates of incorporation of each of HII Services Corporation, Huntington Ingalls Engineering Services, Inc., Huntington Ingalls Industries Energy and Environmental Services, Inc., Huntington Ingalls Unmanned

II - 2

Maritime Systems, Inc., HII Unmanned Systems, Inc., and HII Nuclear Inc., provide that a director of the corporation will not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (which concerns unlawful payments of dividends, stock purchases or redemptions), or (iv) for any transaction from which the director derives an improper personal benefit. HII Nuclear Inc.’s certificate of incorporation provides that the Company may purchase and maintain insurance on behalf of any person who is or was a director or officer, employee or agent, against any liability asserted against him or her and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify against such liability. All of the organizational documents for registrants located in Delaware formed as corporations, except for HII Defense and Federal Solutions, Inc., contain a provision to relieve directors from monetary damages.

The certificates of incorporation of each of Fleet Services Holding Corp. and HII Unmanned Systems, Inc., and the bylaws of Fleet Services Holding Corp. provide that the Company may advance expenses incurred by a director or officer in defending or investigating a threatened or pending action to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company.

The bylaws of all of the registrants located in Delaware formed as corporations other than Fleet Services Holding Corp., provide (1) that an indemnitee shall, to the fullest extent not prohibited by law, have the right to be paid by the Company the expenses (including attorneys’ fees) incurred in defending any proceeding with respect to which indemnification is required in advance of its final disposition (hereinafter an “advancement of expenses”).

With the exception of the bylaws for each of Fleet Services Holding Corp., Alion Holding Corp. and Alion Science and Technology Corporation, the bylaws of all of the registrants organized in Delaware provide that an advancement of such expenses shall be made only upon delivery to the Company of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses.

In addition, the bylaws of all of the registrants organized in Delaware formed as corporations, other than Fleet Services Holding Corp., provide that the Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the DGCL.

HII Fleet Support Group LLC

HII Fleet Support Group LLC is a Delaware limited liability company. Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a Delaware limited liability company may, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The Amended and Restated LLC Agreement of HII Fleet Support Group LLC (the “HII Fleet Support Group LLC Agreement”) limits liability such that neither the member nor any manager, officer or agent of the company shall be liable for any debts, obligations or liabilities of the company or each other, whether arising in tort contract or otherwise, solely by reason of being a member, manager, officer or agent of the company or acting (or omitting to act) in such capacities or participating (as an employee, consultant, contractor or otherwise) in the conduct of the business of the company. Furthermore, the members, managers, or officers who were or are a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative,

II - 3

arbitrative or investigative, and whether formal or informal including a proceeding brought on behalf of the member, because the party is or was a member, manager or officer of the company, or is or was serving at the request of the company as a manager, director, trustee, partner or officer of another entity, against any liability and reasonable expenses (including reasonable attorneys’ fees) incurred by such party in connection with such proceeding unless a judgment or other final adjudication adverse to such party establishes that his or her acts were the result of willful misconduct or a knowing violation of law. The HII Fleet Support Group LLC Agreement provides that HII Fleet Support Group LLC will relieve each of its members, managers, officers or agents from personal liability to HII Fleet Support Group LLC for damages for any breach of duty owed to HII Fleet Support Group LLC; provided that, in the case of any officer, the liability of such person is not eliminated under the relevant section of the HII Fleet Support Group LLC Agreement if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions involved willful misconduct or a knowing violation of law. The HII Fleet Support Group LLC Agreement allows for advance payments for reasonable expenses incurred by an indemnified party. The HII Fleet Support Group LLC Agreement provides that HII Fleet Support Group LLC may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by the company to indemnify the member or the officers directly.

Registrants Incorporated in Virginia

With respect to the registrants incorporated in Virginia, the Virginia Stock Corporation Act (the “VSCA”) permits indemnification of a corporation’s directors and officers in a variety of circumstances, which may include indemnification for liabilities under the Securities Act. Sections 13.1-697 and 13.1-702 of the VSCA generally authorize a Virginia corporation to indemnify its directors and officers in civil or criminal actions if they acted in good faith and believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. Additionally, Section 13.1-704 of the VSCA provides that a Virginia corporation has the power to make any further indemnity to any director or officer, including under its articles of incorporation or any by-law or shareholder resolution, except an indemnity against their willful misconduct or a knowing violation of the criminal law.

The Amended and Restated Articles of Incorporation of Huntington Ingalls Incorporated and Veritas Analytics, Inc. provide that the registrant will indemnify its directors and officers to the fullest extent permitted by the VSCA. Veritas Analytics, Inc.’s indemnification is conditioned upon approval: (a) by the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding; (b) if a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which designated directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; (c) by special legal counsel (i) selected by the Board of Directors or its committee, or (ii) if a quorum of the Board of Directors cannot be obtained and a committee cannot be designated, selected by a majority vote of the full Board of Directors, in which case directors who are parties may participate; or (d) by the shareholders of the corporation, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination. The Amended Bylaws of Veritas Analytics, Inc. further allow the corporation to purchase insurance to indemnify it against the liability assumed by the corporation. The organizational documents of HII Energy Inc., HII Mechanical Inc. and Newport News Nuclear Inc. do not restrict the registrants’ ability to indemnify their directors and officers in accordance with the VSCA.

The Amended and Restated Articles of Incorporation of Huntington Ingalls Incorporated also provide that, to the fullest extent that the VSCA permits the limitation or elimination of the liability of directors and officers, none of its directors or officers shall be liable to it or its shareholders for monetary damages arising out of any transaction, occurrence or course of conduct. Section 13.1-692.1 of the VSCA permits the elimination of liability of directors and officers in any proceeding brought by or in the right of a corporation or brought by or on behalf of shareholders of a corporation, except for liability resulting from such persons having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law, including, without limitation, any unlawful insider trading or manipulation of the market for any security.

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Commonwealth Technology Innovation LLC

Commonwealth Technology Innovation LLC (“CTI”) is a Virginia limited liability company. Section 13.1-1009 of the Virginia Limited Liability Company Act (the “VLLCA”) permits a Virginia limited liability company, subject to the standards and restrictions set forth in its articles of organization or operating agreement, to indemnify and hold harmless any member, manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member, manager or other person for reasonable expenses incurred by such a person who is party to a proceeding in advance of final disposition of the proceeding. Section 13.1-1025 of the VLLCA provides for limitations on the amount of damages assessed against members and managers of a limited liability company arising out of a single transaction, occurrence or course of conduct, which may not exceed the lesser of: (i) the monetary amount, including the elimination of liability, specified in writing in the articles of organization or an operating agreement as a limitation on or elimination of the liability of the manager or member; or (ii) the greater of (a) $100,000 or (b) the amount of cash compensation received by the manager or member from the limited liability company during the twelve months immediately preceding the act or omission for which liability was imposed. The liability of a manger or member shall not be limited to the extent otherwise provided in the articles of organization or an operating agreement, or if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

The LLC Operating Agreement (the “LLC Agreement”) of CTI provides that no member, organizer, officer or any authorized person or any of their respective officers, members, shareholders, partners, employees, representatives, agents or affiliates (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be liable to the Company or any other person that is a party to or is otherwise bound by the LLC Agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the LLC Agreement. However, a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or breach of the implied covenant of good faith and fair dealing created by the VLLCA or under applicable law.

In addition, the LLC Agreement provides that to the fullest extent permitted by applicable law, the Company will indemnify a Covered Person for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person. However, such Covered Person shall not be entitled to be indemnified by reason of such Covered Person’s gross negligence, willful misconduct breach of the implied covenant of good faith and fair dealing created under applicable law, provided, however, that any such indemnity by the Company shall be provided out of and to the extent of Company assets only and such Covered Person shall not have personal liability on account thereof.

The LLC Agreement also provides that to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person shall be advanced by the Company prior to the final disposition of such claim, action, suit or proceeding, upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified.

The LLC Agreement also provides that if a Covered Person becomes involved in any capacity in any action, proceeding or investigation in connection with the LLC Agreement or the Company’s business or affairs, whether or not pending or threatened and whether or not any Covered Person is a party thereto, the Company will pay such reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith: provided, that, such Covered Person shall provide the Company with an undertaking to promptly repay to the Company the amount of any such reimbursed expenses paid to him, her or it to the extent that it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation. It further provides that if for any reason (other than by reason of the exclusions from indemnification) the foregoing indemnification is unavailable to such Covered

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Person, or insufficient to hold him harmless, then the Company shall contribute to the amount paid or payable by such Covered Person as a result of such loss, damage or claim in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by such Covered Person on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

Registrant Incorporated in California

HII San Diego Shipyard Inc.

HII San Diego Shipyard Inc. (“SDSY”) is a California corporation. Section 317 of the California General Corporation Law (the “CGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers who are parties or are threatened to be made parties to any threatened, pending or completed action or proceeding (with certain exceptions), whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such action or proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation, and in the case of a criminal action or proceeding, had no reasonable cause to believe the conduct of the person was unlawful.

Section 204 of the CGCL provides that a corporation’s articles of incorporation may not limit the liability of directors (i) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) for any transaction from which a director derived an improper personal benefit, (iv) for acts or omissions that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of a serious injury to the corporation or its shareholders, (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (vi) under Section 310 of the CGCL (concerning transactions between corporations and directors or corporations having interrelated directors) or (vii) under Section 316 of the CGCL (concerning directors’ liability for distributions, loans, and guarantees).

Section 204 further provides that a corporation’s articles of incorporation may not limit the liability of directors for any act or omission occurring prior to the date when the provision became effective or any act or omission as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors. Further, Section 317 has no effect on claims arising under federal or state securities laws and does not affect the availability of injunctions and other equitable remedies available to a corporation’s shareholders for any violation of a director’s fiduciary duty to the corporation or its shareholders.

The Bylaws of SDSY allow for the indemnification of officers and directors to the extent permitted by the CGCL, except with respect to proceedings for which such persons are liable for negligence or misconduct in the performance of their duties. The Bylaws of SDSY further provide that it may advance expenses incurred in defending any proceeding prior to the final disposition of the proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay that amount if it shall be determined ultimately that the director or officer is not entitled to be indemnified.

The Bylaws of SDSY also authorize the maintenance of an insurance policy to protect officers and directors pursuant to Section 317 of the CGCL.

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Registrant Incorporated in Maryland

Enlighten IT Consulting LLC

Enlighten IT Consulting LLC (“Enlighten”) is a Maryland limited liability company. Section 4A-203 of the Maryland Limited Liability Company Act (the “Maryland Act”) permits a Virginia limited liability company, subject to the standards and restrictions set forth in its articles of organization or operating agreement, to indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions.

Enlighten’s operating agreement provides that the Company will indemnify and hold harmless (such persons, the “Indemnified Person”), to the fullest extent authorized by the Maryland LLC Act, any person, against all expenses, liabilities and losses (including attorneys’ fees) reasonably incurred or suffered by such person or such person’s affiliates by reason of the fact that such person is or was a member or is or was serving as a manager, officer, principal, member, partner, employee or other agent of the Company or is or was serving at the request of the Company as a manager, officer, director, principal, member, partner, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise; provided that (unless the members otherwise consent) no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s or its affiliates’ gross negligence, misconduct, recklessness or knowing violation of law, or for any present or future breaches of any representations, warranties or covenants by such Indemnified Person or its affiliates contained herein or in the other agreements with the Company. The operating agreement provides that unless the members otherwise determine, no person shall be entitled to indemnification with respect to a proceeding initiated by such person or with respect to a proceeding between such person on the one hand and any of the Company or its subsidiaries on the other. Expenses, including attorneys’ fees and expenses. The operating agreement further provides that the Company will pay expenses (including attorneys’ fees) incurred by any Indemnified Person in defending a proceeding in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person (in form and substance acceptable to the Members) to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company.

Registrant Incorporated in Ohio

MacAulay-Brown, Inc. (“MBI”) is an Ohio corporation. Section 1701.13 of Ohio Revised Code (the “Ohio Revised Code”) provides that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe the person’s conduct was unlawful. It also provides that the termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, the person had reasonable cause to believe that the person’s conduct was unlawful.

The indemnification or advancement of expenses authorized by Ohio Revised Code is not exclusive of, and is in addition to, any other rights granted to those seeking indemnification or advancement of expenses under the

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articles, the regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, member, manager, or agent and shall inure to the benefit of the heirs, executors, and administrators of that person.

MBI’s Amended and Restated Bylaws provide that the indemnification afforded by MBI shall be to the full extent permitted under Section 1701.13E(1) of the Ohio Revised Code.

Item 21. Exhibits.

(a) Exhibits.

The Exhibit Index immediately preceding the signature page is incorporated herein by reference.

Item 22. Undertakings.

The undersigned Registrants hereby undertake:

(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.

(2) That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of

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contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of a Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of such undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of such undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of such undersigned Registrant or used or referred to by such undersigned Registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about such undersigned Registrant or its securities provided by or on behalf of such undersigned Registrant; and

(iv) any other communication that is an offer in the offering made by such undersigned Registrant to the purchaser.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned Registrant hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

(d) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(f) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of any Registrant pursuant to the indemnification provisions described herein, or otherwise, each Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of such Registrant in the successful defense of any action, suit or

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proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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Exhibit Index

Exhibit No.	Description
3.1	Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., dated March  30, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 4, 2011)
3.2	Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., dated May  28, 2014 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2014)
3.3	Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., dated May  21, 2015 (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2015)
3.4	Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., dated May  12, 2021 (incorporated by reference to Annex B to the Proxy Statement filed on March 19, 2021).
3.6	Restated Bylaws of Huntington Ingalls Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 30, 2021).
3.7	Certificate of Incorporation of Fleet Services Holding Corp., dated May  12, 1999 (incorporated by reference to Exhibit 3.25 to the Company’s Registration Statement on Form S-4 filed on December 15, 2011)
3.8	Bylaws of Fleet Services Holding Corp. (incorporated by reference to Exhibit 3.26 to the Company’s Registration Statement on Form S-4 filed on December 15, 2011)
3.9	Articles of Incorporation of HII Energy Inc. (f/k/a Newport News Energy Company), dated October  16, 2008 (incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-4 filed on December 15, 2011)
3.10	Certificate of Amendment of HII Energy Inc. (f/k/a Newport News Energy Company), dated July  2, 2018 (incorporated by reference to Exhibit 3.17 to the Company’s Registration Statement on Form S-4 filed on November 10, 2020)
3.11	HII Energy Inc. (f/k/a Newport News Energy Company) Bylaws (incorporated by reference to Exhibit  3.6 to the Company’s Registration Statement on Form S-4 filed on December 15, 2011)
3.12	Certificate of Formation of HII Fleet Support Group LLC (f/k/a AMSEC LLC), dated April  14, 1999 (incorporated by reference to Exhibit 3.27 to the Company’s Registration Statement on Form S-4 filed on December 15, 2011)
3.13	Certificate of Amendment to Certificate of Formation of HII Fleet Support Group LLC (f/k/a AMSEC LLC), dated April  20, 1999 (incorporated by reference to Exhibit 3.28 to the Company’s Registration Statement on Form S-4 filed on December 15, 2011)
3.14	Certificate of Amendment to Certificate of Formation of HII Fleet Support Group LLC (f/k/a AMSEC LLC), dated May  25, 2018 (incorporated by reference to Exhibit 3.21 to the Company’s Registration Statement on Form S-4 filed on November 10, 2020)
3.15	Amended and Restated LLC Agreement of HII Fleet Support Group LLC (f/k/a AMSEC LLC), dated July  13, 2007 (incorporated by reference to Exhibit 3.29 to the Company’s Registration Statement on Form S-4 filed on December 15, 2011)
3.16	Articles of Restatement of the Articles of Incorporation of HII Mechanical Inc. (f/k/a Newport News Industrial Corporation), dated September  2, 1997 (incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement on Form S-4 filed on December 15, 2011)

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Exhibit No.	Description
3.17	Articles of Amendment to the Articles of Restatement of the Articles of Incorporation of HII Mechanical Inc. (f/k/a Newport News Industrial Corporation), dated December 28, 2001 (incorporated by reference to Exhibit 3.56 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.18	Certificate of Amendment of HII Mechanical Inc. (f/k/a Newport News Industrial Corporation), dated July  2, 2018 (incorporated by reference to Exhibit 3.25 to the Company’s Registration Statement on Form S-4 filed on November 10, 2020)
3.19	Amended and Restated Bylaws of HII Mechanical Inc. (f/k/a Newport News Industrial Corporation) (incorporated by reference to Exhibit 3.10 to the Company’s Registration Statement on Form S-4 filed on December 15, 2011)
3.20*	Certificate of Merger, merging Fulcrum IT Services, LLC, G2, Inc., Cybercents Solutions, LLC, HII Mission Driven Innovative Technical Services LLC and HII Mission Driven Innovation Government Solutions Inc. and HII Systems Innovations Inc. with and into HII Defense and Federal Solutions, Inc., dated December 17, 2020.
3.21*	Certificate of Ownership and Merger merging Novonics Corporation, with and into HII Defense and Federal Solutions, Inc., dated January 1, 2021.
3.22	Certificate of Merger merging Performance Engineering Corporation into HII Defense and Federal Solutions, Inc. (f/k/a Camber Government Solutions Inc.), dated December 22, 1999 (incorporated by reference to Exhibit 3.20 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.23	Certificate of Ownership and Merger merging PS Merger Sub, Inc. with and into HII Defense and Federal Solutions, Inc. (f/k/a Camber Government Solutions Inc.), dated June 6, 2005 (incorporated by reference to Exhibit 3.21 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.24	Certificate of Amendment to the Certificate of Incorporation of HII Defense and Federal Solutions, Inc. (f/k/a Camber Government Solutions Inc.), dated December 16, 2005 (incorporated by reference to Exhibit 3.22 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.25	Certificate of Ownership and Merger merging Nortel Federal Solutions Inc. with and into HII Defense and Federal Solutions, Inc. (f/k/a Camber Government Solutions Inc.), dated December 19, 2006 (incorporated by reference to Exhibit 3.23 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.26	Certificate of Ownership and Merger merging Nortel Government Solutions Holding Corporation with and into HII Defense and Federal Solutions, Inc. (f/k/a Camber Government Solutions Inc.), dated December 22, 2006 (incorporated by reference to Exhibit 3.24 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.27	Certificate of Amendment to the Certificate of Incorporation of HII Defense and Federal Solutions, Inc. (f/k/a Camber Government Solutions Inc.), dated December 21, 2009 (incorporated by reference to Exhibit 3.25 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.28	Certificate of Amendment to the Certificate of Incorporation of HII Defense and Federal Solutions, Inc.(f/k/a Camber Government Solutions Inc.), dated March 31, 2014 (incorporated by reference to Exhibit 3.26 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.29	Certificate of Amendment to the Certificate of Incorporation of HII Defense and Federal Solutions, Inc. (f/k/a Camber Government Solutions Inc.), dated June 7, 2018 (incorporated by reference to Exhibit 3.51 to the Company’s Registration Statement on Form S-4 filed on November 10, 2020)

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Exhibit No.	Description
3.30	Bylaws of HII Mission Driven Innovative Government Solutions Inc. (f/k/a Camber Government Solutions Inc.) (incorporated by reference to Exhibit 3.27 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.31	Certificate of Incorporation of HII TSD Holding Company (f/k/a HII Mission Driven Innovative Solutions Holding Company (f/k/a Camber Holding Corporation)), dated February 8, 2016 (incorporated by reference to Exhibit 3.37 to the Company’s Registration Statement on Form S-4 filed on November 10, 2020)
3.32	Certificate of Merger of Cobra Merger Corp. with and into HII TSD Holding Company (f/k/a HII Mission Driven Innovative Solutions Holding Company (Camber Holding Corporation), dated December 1, 2016 (incorporated by reference to Exhibit 3.28 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.33	Certificate of Amendment to the Certificate of Incorporation of HII TSD Holding Company (f/k/a HII Mission Driven Innovative Solutions Holding Company (Camber Holding Corporation), dated June 7, 2018 (incorporated by reference to Exhibit 3.39 to the Company’s Registration Statement on Form S-4 filed on November 10, 2020)
3.34	Amended and Restated Bylaws of HII TSD Holding Company (f/k/a Camber Holding Corporation) (incorporated by reference to Exhibit 3.29 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.35	Certificate of Incorporation of HII Defense and Federal Solutions, Inc. (f/k/a HII Mission Driven Innovative Solutions Holding Company (f/k/a Camber Corporation)), dated April 1, 1985 (incorporated by reference to Exhibit 3.8 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.36	Certificate of Amendment to the Certificate of Incorporation of HII Defense and Federal Solutions, Inc. (f/k/a HII Mission Driven Innovative Solutions Inc (f/k/a Camber Corporation)), dated February 2, 1988 (incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.37	Certificate for Renewal and Revival of Charter of HII Defense and Federal Solutions, Inc. (f/k/a HII Mission Driven Innovative Solutions Holding Company (f/k/a Camber Corporation)), dated June 9, 1988 (incorporated by reference to Exhibit 3.10 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.38	Certificate of Amendment to the Certificate of Incorporation of HII Defense and Federal Solutions, Inc. (f/k/a HII Mission Driven Innovative Solutions Holding Company (f/k/a Camber Corporation)), dated October 22, 1990 (incorporated by reference to Exhibit 3.11 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.39	Certificate of Amendment to the Certificate of Incorporation of HII Defense and Federal Solutions, Inc. (f/k/a HII Mission Driven Innovative Solutions Holding Company (f/k/a Camber Corporation)), dated November 18, 1991 (incorporated by reference to Exhibit 3.12 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.40	Certificate of Amendment to the Certificate of Incorporation of HII Defense and Federal Solutions, Inc. (f/k/a HII Mission Driven Innovative Solutions Holding Company (f/k/a Camber Corporation)), dated February 7, 1992 (incorporated by reference to Exhibit 3.13 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.41	Certificate of Amendment to the Certificate of Incorporation of HII Defense and Federal Solutions, Inc. (f/k/a HII Mission Driven Innovative Solutions Holding Company (f/k/a Camber Corporation)), dated August 7, 2003 (incorporated by reference to Exhibit 3.14 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)

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Exhibit No.	Description
3.42	Certificate of Ownership and Merger merging Complex Solutions, Inc. with and into HII Defense and Federal Solutions, Inc. (f/k/a HII Mission Driven Innovative Solutions Holding Company (f/k/a Camber Corporation)), dated December 23, 2009 (incorporated by reference to Exhibit 3.15 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.43	Certificate of Ownership and Merger merging i2S, Inc. with and into HII Defense and Federal Solutions, Inc. (f/k/a HII Mission Driven Innovative Solutions Holding Company (f/k/a Camber Corporation)), dated November 19, 2015 (incorporated by reference to Exhibit 3.16 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.44	Certificate of Merger of Camber Merger Sub Inc. with and into HII Defense and Federal Solutions, Inc. (f/k/a HII Mission Driven Innovative Solutions Holding Company (f/k/a Camber Corporation)), dated March 7, 2016 (incorporated by reference to Exhibit 3.17 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.45	Certificate of Amendment to the Certificate of Incorporation of HII Defense and Federal Solutions, Inc. (f/k/a HII Mission Driven Innovative Solutions Holding Company (f/k/a Camber Corporation)), dated June 7, 2018 (incorporated by reference to Exhibit 3.39 to the Company’s Registration Statement on Form S-4 filed on November 10, 2020)
3.46	Amended and Restated Bylaws of HII Defense and Federal Solutions, Inc. (f/k/a HII Mission Driven Innovative Solutions Holding Company (f/k/a Camber Corporation)) (incorporated by reference to Exhibit 3.18 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.47	Amended and Restated Certificate of Incorporation of HII Nuclear Inc. (f/k/a Stoller Newport News Nuclear, Inc.), dated June  1, 2010 (incorporated by reference to Exhibit 3.62 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.48	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of HII Nuclear Inc. (f/k/a Stoller Newport News Nuclear, Inc.), dated December 12, 2014 (incorporated by reference to Exhibit 3.63 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.49	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of HII Nuclear Inc. (f/k/a Stoller Newport News Nuclear, Inc.), dated June 7, 2018 (incorporated by reference to Exhibit 3.59 to the Company’s Registration Statement on Form S-4 filed on November 10, 2020)
3.50	Amended and Restated Bylaws of HII Nuclear Inc. (f/k/a Stoller Newport News Nuclear, Inc.) (incorporated by reference to Exhibit 3.64 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.51	Articles of Incorporation of HII San Diego Shipyard Inc. (f/k/a Continental Maritime of San Diego, Inc.), dated July  1, 1981 (incorporated by reference to Exhibit 3.22 to the Company’s Registration Statement on Form S-4 filed on December 15, 2011)
3.52	Certificate of Amendment of the Articles of Incorporation of HII San Diego Shipyard Inc. (f/k/a Continental Maritime of San Diego, Inc.), dated July 17, 1984 (incorporated by reference to Exhibit 3.23 to the Company’s Registration Statement on Form S-4 filed on December 15, 2011)
3.53	Certificate of Amendment of the Articles of Incorporation of HII San Diego Shipyard Inc. (f/k/a Continental Maritime of San Diego, Inc.), dated June 27, 2018 (incorporated by reference to Exhibit 3.41 to the Company’s Registration Statement on Form S-4 filed on November 10, 2020)
3.54	Bylaws of HII San Diego Shipyard Inc. (f/k/a Continental Maritime of San Diego, Inc.) (incorporated by reference to Exhibit 3.35 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.55	Certificate of Incorporation of HII Services Corporation, dated September  25, 2014 (incorporated by reference to Exhibit 3.38 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)

II - 14

Exhibit No.	Description
3.56	Bylaws of HII Services Corporation (incorporated by reference to Exhibit 3.39 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.57	Certificate of Incorporation of HII Technical Solutions Corporation, dated October  5, 2016 (incorporated by reference to Exhibit 3.40 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.58	Bylaws of HII Technical Solutions Corporation (incorporated by reference to Exhibit 3.41 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.59*	Certificate of Merger of HII Unmanned Systems Inc. with and into Hydroid, Inc., dated December 17, 2020.
3.60	Certificate of Incorporation of HII Unmanned Systems Inc. (f/k/a Hydriod, Inc.), dated December  7, 2007 (incorporated by reference to Exhibit 3.81 to the Company’s Registration Statement on Form S-4 filed on November 10, 2020)
3.61	Bylaws of HII Unmanned Systems Inc. (f/k/a Hydriod, Inc.) (incorporated by reference to Exhibit  3.82 to the Company’s Registration Statement on Form S-4 filed on November 10, 2020)
3.62	Certificate of Incorporation of Huntington Ingalls Engineering Services, Inc., dated May  6, 2014 (incorporated by reference to Exhibit 3.42 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.63	Certificate of Amendment of Certificate of Incorporation Before Payment of Capital of Huntington Ingalls Engineering Services, Inc., dated May  7, 2014 (incorporated by reference to Exhibit 3.43 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.64	Bylaws of Huntington Ingalls Engineering Services, Inc. (incorporated by reference to Exhibit 3.44 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.65	Certificate of Restatement of Articles of Incorporation of Huntington Ingalls Incorporated, dated April  14, 2011 (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-4 filed on December 15, 2011)
3.66	Amended and Restated Bylaws of Huntington Ingalls Incorporated (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-4 filed on December 15, 2011)
3.67	Certificate of Incorporation of Huntington Ingalls Industries Energy and Environmental Services, Inc., dated December  17, 2013 (incorporated by reference to Exhibit 3.47 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.68	Bylaws of Huntington Ingalls Industries Energy and Environmental Services, Inc. (incorporated by reference to Exhibit 3.48 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.69	Certificate of Incorporation of Huntington Ingalls Unmanned Maritime Systems, Inc., dated September  10, 2014 (incorporated by reference to Exhibit 3.49 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.70	Bylaws of Huntington Ingalls Unmanned Maritime Systems, Inc. (incorporated by reference to Exhibit 3.50 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.72	Articles of Incorporation of Newport News Nuclear Inc., dated May  17, 2007 (incorporated by reference to Exhibit 3.11 to the Company’s Registration Statement on Form S-4 filed on December 15, 2011)
3.74	Bylaws of Newport News Nuclear Inc. (incorporated by reference to Exhibit 3.12 to the Company’s Registration Statement on Form S-4 filed on December 15, 2011)
3.75	Articles of Incorporation of Veritas Analytics, Inc., dated March  1, 1999 (incorporated by reference to Exhibit 3.89 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)

II - 15

Exhibit No.	Description
3.76	Bylaws of Veritas Analytics, Inc. (incorporated by reference to Exhibit 3.90 to the Company’s Registration Statement on Form S-4 filed on May 4, 2018)
3.77	Certificate of Amendment to the Certificate of Incorporation of HII TSD Holding Company (f/k/a HII Mission Driven Innovative Solutions Holding Company (f/k/a Camber Holding Corporation)), dated November 18, 2020 (incorporated by reference to Exhibit 3.118 to the Company’s Registration Statement on Form S-4 Filed November 19, 2020.
3.78	Certificate of Amendment to the Certificate of Incorporation of HII Defense and Federal Solutions, Inc. (f/k/a HII Mission Driven Innovative Solutions Inc. (f/k/a Camber Corporation)), dated November 18, 2020. (incorporated by reference to Exhibit 3.119 to the Company’s Registration Statement on Form S-4 Filed November 19, 2020.
3.79*	Certificate of Incorporation of Alion Holding Corp., dated July 17, 2015.
3.80*	Bylaws of Alion Holding Corp.
3.81*	Amended and Restated Certificate of Incorporation of Alion Science and Technology Corporation, dated August 19, 2015
3.82*	Certificate of Merger of Dysart Sub, Inc. with and into Alion Science and Technology Corporation, dated August 19, 2015
3.83*	Certificate of Merger of Alion-JJMA Corporation with and into Alion Science and Technology Corporation, dated July 18, 2016
3.84*	Certificate of Merger of Alion-BMH Corporation with and into Alion Science and Technology Corporation, dated January 3, 2017
3.85*	Certificate of Merger of Alion-CATI Corporation with and into Alion Science and Technology Corporation, dated January 3, 2017
3.86*	Certificate of Merger of MA&D Corporation with and into Alion Science and Technology Corporation, dated January 3, 2017
3.87*	Certificate of Merger of Innovative Technology Solutions Corporation with and into Alion Science and Technology Corporation, dated January 3, 2017
3.88*	Certificate of Merger of Washington Consulting, Inc. with and into Alion Science and Technology Corporation, dated January 3, 2017
3.89*	Certificate of Merger of AlionMETI Corporation with and into Alion Science and Technology Corporation, dated January 3, 2017
3.90*	Articles of Conversion of Commonwealth Technology, Incorporated into Commonwealth Technology Innovation LLC, dated, August 22, 2018
3.91*	Articles of Organization of Commonwealth Technology LLC, dated August 23, 2018.
3.92*	Articles of Amendment of Commonwealth Technology LLC which changes its name to Commonwealth Technology Innovation LLC and dated, March 27, 2019.
3.93*	Operating Agreement of Commonwealth Technology Innovation LLC, dated July 20, 2020.
3.94*	Amended and Restated Articles of Organization of Enlighten IT Consulting LLC, dated December 21, 2016
3.95*	Articles of Conversion of Enlighten IT Consulting Inc. into Enlighten IT Consulting LLC, dated December 21, 2016
3.96*	Articles of Incorporation of MacAulay-Brown, Inc., dated May 7, 1979
3.97*	Certificate of Amendment to the Articles of Incorporation of MacAulay-Brown, Inc., dated January 29, 1982

II - 16

Exhibit No.	Description
3.98*	Amended and Restated Articles of Incorporation of MacAulay-Brown, Inc., dated May 10, 1991
3.99*	Third Amended and Restated Bylaws of MacAulay-Brown, Inc., dated December 5, 2001
3.100*	Merger of MacB Enterprise Solutions, Inc. with and into MacAulay-Brown, Inc., dated June 29, 2016
3.101*	Bylaws of Alion Science and Technology Corporation, dated November 19, 2018
3.102*	Operating Agreement of Enlighten IT Consulting LLC, dated December 21, 2016
3.103*	Certificate of Merger of Washington Consulting Government Services, Inc. with and into Alion Science and Technology Corporation, dated January 3, 2017
4.1	Indenture, dated as of August  16, 2021, by and among the Company, certain subsidiaries of the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (including Guarantees and form of Senior Note) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 16, 2021).
4.2	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. and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.9 to the Company’s Form 10-K filed on February 10, 2022).
4.3	Registration Rights Agreement, dated as of August 16, 2021, by and among the Company, certain subsidiaries of the Company and J.P. Morgan Securities LLC, BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc., as representatives of the initial purchasers (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on August 16, 2021).
5.1*	Opinion of Gibson, Dunn & Crutcher LLP
5.2*	Opinion of Charles R. Monroe, Jr., Corporate Vice President, Associate General Counsel and Secretary of Huntington Ingalls Industries, Inc.
5.3*	Opinion of Ballard Spahr LLP
5.4*	Opinion of Hahn Loeser & Parks LLP
23.1*	Consent of Deloitte and Touche LLP, independent registered public accounting firm for Huntington Ingalls Industries, Inc.
23.2*	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
23.3*	Consent of Charles R. Monroe, Jr. (included in Exhibit 5.2)
23.4*	Consent of Ballard Spahr LLP (included in Exhibit 5.3)
23.5*	Consent of Hahn Loeser & Parks LLP (included in Exhibit 5.4)
24.1*	Powers of Attorney (included in the signature pages to the Registration Statement)
25.1*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of the Trustee under the Indenture
99.1*	Form of Letter of Transmittal
99.2*	Form of Letter to Registered Holders and The Depository Trust Company Participants
99.3*	Form of Letter to Clients
99.4*	Form of Notice of Guaranteed Delivery
107*	Filing Fee Table

*    Filed herewith

II - 17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

Huntington Ingalls Industries, Inc.
By:	/s/ Christopher D. Kastner
Name:	Christopher D. Kastner
Title:	President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Christopher D. Kastner	President and Chief Executive Officer, and Director (Principal Executive Officer)	May 10, 2022
Christopher D. Kastner
/s/ Thomas E. Stiehle	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 10, 2022
Thomas E. Stiehle
/s/ Nicolas G. Schuck	Corporate Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/ Kirkland H. Donald	Chairman	May 10, 2022
Kirkland H. Donald
/s/ C. Michael Petters	Vice Chairman	May 10, 2022
C. Michael Petters
/s/ Philip M. Bilden	Director	May 10, 2022
Philip M. Bilden

II - 18

Signature	Title	Date
/s/ Augustus L. Collins	Director	May 10, 2022
Augustus L. Collins
/s/ Victoria D. Harker	Director	May 10, 2022
Victoria D. Harker
/s/ Frank R. Jimenez	Director	May 10, 2022
Frank R. Jimenez
/s/ Anastasia D. Kelly	Director	May 10, 2022
Anastasia D. Kelly
/s/ Tracy B. McKibben	Director	May 10, 2022
Tracy B. McKibben
/s/ Stephanie L. O’Sullivan	Director	May 10, 2022
Stephanie L. O’Sullivan
/s/ Thomas C. Schievelbein	Director	May 10, 2022
Thomas C. Schievelbein
/s/ John K. Welch	Director	May 10, 2022
John K. Welch
/s/ Stephen R. Wilson	Director	May 10, 2022
Stephen R. Wilson

II - 19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

Alion Holding Corp.
By:	/s/ Terri Walker-Spoonhour
Name:	Terri Walker-Spoonhour
Title:	President and Chief Operating Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Alion Holding Corp. 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Alion Holding Corp. 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Terri Walker-Spoonhour	(Principal Executive Officer)	May 10, 2022
Terri Walker-Spoonhour
/s/ Ashutosh V. Gokhale Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
/s/ Gregory W. Ennis Gregory W. Ennis	(Principal Accounting Officer)	May 10, 2022
/s/ Edgar A. Green III Edgar A. Green III	Director	May 10, 2022
/s/ Charles R. Monroe, Jr. Charles R. Monroe, Jr.	Director	May 10, 2022
/s/ D. R. Wyatt D. R. Wyatt	Director	May 10, 2022

II - 20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

Alion Science and Technology Corporation
By:	/s/ Terri Walker-Spoonhour
Name:	Terri Walker-Spoonhour
Title:	President and Chief Operating Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Alion Science and Technology Corporation 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Alion Science and Technology Corporation 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Terri Walker-Spoonhour Terri Walker-Spoonhour	(Principal Executive Officer)	May 10, 2022
/s/ Ashutosh V. Gokhale Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
/s/ Gregory W. Ennis Gregory W. Ennis	(Principal Accounting Officer)	May 10, 2022
/s/ Edgar A. Green III Edgar A. Green III	Director	May 10, 2022
/s/ Charles R. Monroe, Jr. Charles R. Monroe, Jr.	Director	May 10, 2022
/s/ D. R. Wyatt D. R. Wyatt	Director	May 10, 2022

II - 21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

Commonwealth Technology Innovation LLC
By:	/s/ Terri Walker-Spoonhour
Name:	Terri Walker-Spoonhour
Title:	President and Chief Operating Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and sole member of Commonwealth Technology Innovation LLC 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and sole member to enable Commonwealth Technology Innovation LLC 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Terri Walker-Spoonhour Terri Walker-Spoonhour	(Principal Executive Officer)	May 10, 2022
/s/ Ashutosh V. Gokhale Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
/s/ Gregory W. Ennis Gregory W. Ennis	(Principal Accounting Officer)	May 10, 2022
/s/ Charles R. Monroe, Jr. Charles R. Monroe, Jr.	Secretary of MacAuley-Brown, Inc., the Sole Member	May 10, 2022

II - 22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

Enlighten IT Consulting LLC
By:	/s/ Terri Walker-Spoonhour
Name:	Terri Walker-Spoonhour
Title:	President and Chief Operating Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and sole member of Enlighten IT Consulting LLC 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and sole member to enable Enlighten IT Consulting LLC 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Terri Walker-Spoonhour Terri Walker-Spoonhour	(Principal Executive Officer)	May 10, 2022
/s/ Ashutosh V. Gokhale Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
/s/ Gregory W. Ennis Gregory W. Ennis	(Principal Accounting Officer)	May 10, 2022
/s/ Charles R. Monroe, Jr. Charles R. Monroe, Jr.	Secretary of MacAuley-Brown, Inc., the Sole Member	May 10, 2022

II - 23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

Fleet Services Holding Corp.
By:	/s/ Ryan B. Norris
Name:	Ryan B. Norris
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Fleet Services Holding Corp. 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Fleet Services Holding Corp. 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ryan B. Norris	(Principal Executive Officer)	May 10, 2022
Ryan B. Norris
/s/ Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
Ashutosh V. Gokhale
/s/ Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/ Edgar A. Green III	Director	May 10, 2022
Edgar A. Green III
/s/ Charles R. Monroe, Jr.	Director	May 10, 2022
Charles R. Monroe, Jr.
/s/ D. R. Wyatt	Director	May 10, 2022
D. R. Wyatt

II - 24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

HII Defense and Federal Solutions, Inc.
By:	/s/ Edgar A. Green III
Name:	Edgar A. Green III
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of HII Defense and Federal Solutions, 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable HII Defense and Federal Solutions, 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Edgar A. Green III	(Principal Executive Officer)	May 10, 2022
Edgar A. Green III
/s/ Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
Ashutosh V. Gokhale
/s/ Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/ Edgar A. Green III	Director	May 10, 2022
Edgar A. Green III
/s/ Charles R. Monroe, Jr.	Director	May 10, 2022
Charles R. Monroe, Jr.
/s/ D. R. Wyatt	Director	May 10, 2022
D. R. Wyatt

II - 25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

HII Energy Inc.
By:	/s/ Michael K. Lempke
Name:	Michael K. Lempke
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of HII Energy 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable HII Energy 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael K. Lempke	(Principal Executive Officer)	May 10, 2022
Michael K. Lempke
/s/ Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
Ashutosh V. Gokhale
/s/ Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/ Edgar A. Green III	Director	May 10, 2022
Edgar A. Green III
/s/ Charles R. Monroe, Jr.	Director	May 10, 2022
Charles R. Monroe, Jr.
/s/ D. R. Wyatt	Director	May 10, 2022
D. R. Wyatt

II - 26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

HII Fleet Support Group LLC
By:	/s/ Ryan B. Norris
Name:	Ryan B. Norris
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and sole manager of HII Fleet Support Group LLC 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and sole manager to enable HII Fleet Support Group LLC 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ryan B. Norris	(Principal Executive Officer)	May 10, 2022
Ryan B. Norris
/s/ Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
Ashutosh V. Gokhale
/s/ Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/ Edgar A. Green III	Sole Manager	May 10, 2022
Edgar A. Green III

II - 27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

HII Mechanical Inc.
By:	/s/ Julia M. Jones
Name:	Julia M. Jones
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of HII Mechanical 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable HII Mechanical 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Julia M. Jones	(Principal Executive Officer)	May 10, 2022
Julia M. Jones
/s/ Donald W. Godwin	(Principal Financial Officer)	May 10, 2022
Donald W. Godwin
/s/ Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/ Jennifer R. Boykin	Director	May 10, 2022
Jennifer R. Boykin
/s/ Charles R. Monroe, Jr.	Director	May 10, 2022
Charles R. Monroe, Jr.
/s/ D. R. Wyatt	Director	May 10, 2022
D. R. Wyatt

II - 28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

HII Nuclear Inc.
By:	/s/ Michael K. Lempke
Name:	Michael K. Lempke
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of HII Nuclear 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable HII Nuclear 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael K. Lempke Michael K. Lempke	(Principal Executive Officer)	May 10, 2022
/s/ Ashutosh V. Gokhale Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
/s/ Nicolas G. Schuck Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
/s/ Michael K. Lempke Michael K. Lempke	Director	May 10, 2022
/s/ Charles R. Monroe, Jr. Charles R. Monroe, Jr.	Director	May 10, 2022
/s/ D. R. Wyatt D. R. Wyatt	Director	May 10, 2022

II - 29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

HII San Diego Shipyard Inc.
By:	/s/ Edgar A. Green III
Name:	Edgar A. Green III
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of HII San Diego Shipyard, 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable HII San Diego Shipyard, 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Edgar A. Green III	(Principal Executive Officer)	May 10, 2022
Edgar A. Green III
/s/ Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
Ashutosh V. Gokhale
/s/ Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/ Edgar A. Green III	Director	May 10, 2022
Edgar A. Green III
/s/ Charles R. Monroe, Jr.	Director	May 10, 2022
Charles R. Monroe, Jr.
/s/ D. R. Wyatt	Director	May 10, 2022
D. R. Wyatt

II - 30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

HII Services Corporation
By:	/s/ Christopher D. Kastner
Name:	Christopher D. Kastner
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of HII Services Corporation 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable HII Services Corporation 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Christopher D. Kastner	(Principal Executive Officer)	May 10, 2022
Christopher D. Kastner
/s/ Thomas E. Stiehle	(Principal Financial Officer)	May 10, 2022
Thomas E. Stiehle
/s/ Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/ Christopher D. Kastner	Director	May 10, 2022
Christopher D. Kastner
/s/ Charles R. Monroe, Jr.	Director	May 10, 2022
Charles R. Monroe, Jr.
/s/ D. R. Wyatt	Director	May 10, 2022
D. R. Wyatt

II - 31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

HII TSD Holding Company
By:	/s/ Edgar A. Green III
Name:	Edgar A. Green III
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of HII TSD Holding Company 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable HII TSD Holding Company 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Edgar A. Green III	(Principal Executive Officer)	May 10, 2022
Edgar A. Green III
/s/ Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
Ashutosh V. Gokhale
/s/ Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/ Edgar A. Green III	Director	May 10, 2022
Edgar A. Green III
/s/ Charles R. Monroe, Jr.	Director	May 10, 2022
Charles R. Monroe, Jr.
/s/ D. R. Wyatt	Director	May 10, 2022
D. R. Wyatt

II - 32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

HII Technical Solutions Corporation
By:	/s/ Edgar A. Green III
Name:	Edgar A. Green III
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of HII Technical Solutions Corporation 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable HII Technical Solutions Corporation 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Edgar A. Green III	(Principal Executive Officer)	May 10, 2022
Edgar A. Green III
/s/ Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
Ashutosh V. Gokhale
/s/ Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/ Edgar A. Green III	Director	May 10, 2022
Edgar A. Green III
/s/ Charles R. Monroe, Jr.	Director	May 10, 2022
Charles R. Monroe, Jr.
/s/ D. R. Wyatt	Director	May 10, 2022
D. R. Wyatt

II - 33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

HII Unmanned Systems, Inc.
By:	/s/ Duane W. Fotheringham
Name:	Duane W. Fotheringham
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of HII Unmanned Systems, 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable HII Unmanned Systems, 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Duane W. Fotheringham	(Principal Executive Officer)	May 10, 2022
Duane W. Fotheringham
/s/ Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
Ashutosh V. Gokhale
/s/ Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/ Edgar A. Green III	Director	May 10, 2022
Edgar A. Green III
/s/ Charles R. Monroe, Jr.	Director	May 10, 2022
Charles R. Monroe, Jr.
/s/ D. R. Wyatt	Director	May 10, 2022
D. R. Wyatt

II - 34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

Huntington Ingalls Engineering Services, Inc.
By:	/s/ Edgar A. Green III
Name:	Edgar A. Green III
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Huntington Ingalls Engineering Services, 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Huntington Ingalls Engineering Services, 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Edgar A. Green III Edgar A. Green III	(Principal Executive Officer)	May 10, 2022
/s/ Ashutosh V. Gokhale Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
/s/ Nicolas G. Schuck Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
/s/ Edgar A. Green III Edgar A. Green III	Director	May 10, 2022
/s/ Charles R. Monroe, Jr. Charles R. Monroe, Jr.	Director	May 10, 2022
/s/ D. R. Wyatt D. R. Wyatt	Director	May 10, 2022

II - 35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

Huntington Ingalls Incorporated
By:	/s/ Christopher D. Kastner
Name:	Christopher D. Kastner
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Huntington Ingalls Incorporated 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Huntington Ingalls Incorporated 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Christopher D. Kastner	(Principal Executive Officer)	May 10, 2022
Christopher D. Kastner
/s/ Thomas E. Stiehle	(Principal Financial Officer)	May 10, 2022
Thomas E. Stiehle
/s/ Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/Christopher D. Kastner	Director	May 10, 2022
Christopher D. Kastner
/s/ Charles R. Monroe, Jr.	Director	May 10, 2022
Charles R. Monroe, Jr.
/s/ D.R. Wyatt	Director	May 10, 2022
D. R. Wyatt

II - 36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

Huntington Ingalls Industries Energy and Environmental Services, Inc.
By:	/s/ Michael K. Lempke
Name:	Michael K. Lempke
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Huntington Ingalls Industries Energy and Environmental Services, 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Huntington Ingalls Industries Energy and Environmental Services, 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael K. Lempke	(Principal Executive Officer)	May 10, 2022
Michael K. Lempke
/s/ Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
Ashutosh V. Gokhale
/s/ Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/ Edgar A. Green III	Director	May 10, 2022
Edgar A. Green III
/s/ Charles R. Monroe, Jr.	Director	May 10, 2022
Charles R. Monroe, Jr.
/s/ D. R. Wyatt	Director	May 10, 2022
D. R. Wyatt

II - 37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

Huntington Ingalls Unmanned Maritime Systems, Inc.
By:	/s/ Duane W. Fotheringham
Name:	Duane W. Fotheringham
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Huntington Ingalls Unmanned Maritime Systems, 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Huntington Ingalls Unmanned Maritime Systems, 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Duane W. Fotheringham	(Principal Executive Officer)	May 10, 2022
Duane W. Fotheringham
/s/ Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
Ashutosh V. Gokhale
/s/ Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/ Edgar A. Green III	Director	May 10, 2022
Edgar A. Green III
/s/ Charles R. Monroe, Jr.	Director	May 10, 2022
Charles R. Monroe, Jr.
/s/ D. R. Wyatt	Director	May 10, 2022
D. R. Wyatt

II - 38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

MacAulay-Brown, Inc.
By:	/s/ Terri Walker-Spoonhour
Name:	Terri Walker-Spoonhour
Title:	President and Chief Operating Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of MacAulay-Brown, 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable MacAulay-Brown, 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Terri Walker-Spoonhour	(Principal Executive Officer)	May 10, 2022
Terri Walker-Spoonhour
/s/ Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
Ashutosh V. Gokhale
/s/ Gregory W. Ennis	(Principal Accounting Officer)	May 10, 2022
Gregory W. Ennis
/s/ Edgar A. Green III	Director	May 10, 2022
Edgar A. Green III
/s/ Charles R. Monroe, Jr.	Director	May 10, 2022
Charles R. Monroe, Jr.
/s/ D.R. Wyatt	Director	May 10, 2022
D.R. Wyatt

II - 39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

Newport News Nuclear Inc.
By:	/s/ Michael K. Lempke
Name:	Michael K. Lempke
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Newport News Nuclear 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Newport News Nuclear 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael K. Lempke	(Principal Executive Officer)	May 10, 2022
Michael K. Lempke
/s/ Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
Ashutosh V. Gokhale
/s/ Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/ Edgar A. Green III	Director	May 10, 2022
Edgar A. Green III
/s/ Charles R. Monroe, Jr.	Director	May 10, 2022
Charles R. Monroe, Jr.
/s/ D. R. Wyatt	Director	May 10, 2022
D. R. Wyatt

II - 40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 May 10, 2022.

Veritas Analytics, Inc.
By:	/s/ Garry S. Schwartz
Name:	Garry S. Schwartz
Title:	President

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Veritas Analytics, 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 any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Veritas Analytics, 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 all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Garry S. Schwartz	(Principal Executive Officer)	May 10, 2022
Garry S. Schwartz
/s/ Ashutosh V. Gokhale	(Principal Financial Officer)	May 10, 2022
Ashutosh V. Gokhale
/s/ Nicolas G. Schuck	(Principal Accounting Officer)	May 10, 2022
Nicolas G. Schuck
/s/ Edgar A. Green III	Director	May 10, 2022
Edgar A. Green III
/s/ Charles R. Monroe, Jr.	Director	May 10, 2022
Charles R. Monroe, Jr.
/s/ D. R. Wyatt	Director	May 10, 2022
D. R. Wyatt

II - 41

EX-3.20

Exhibit 3.20

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:51 PM 12/17/2020

FILED 01:51 PM 12/17/2020

SR 20208685185 - File Number 2058433

CERTIFICATE OF MERGER

MERGING

FULCRUM IT SERVICES, LLC, a Virginia limited liability company,

G2, INC., a Maryland corporation,

CYBERCENTS SOLUTIONS, LLC, a Delaware limited liability company,

HII MISSION DRIVEN INNOVATIVE TECHNICAL SERVICES LLC, an

Alabama limited liability company,

HII MISSION DRIVEN INNOVATIVE GOVERNMENT SOLUTIONS INC., a

Delaware corporation,

and

HII SYSTEMS INNOVATIONS INC., a Texas corporation

WITH AND INTO

HII DEFENSE AND FEDERAL SOLUTIONS, INC., a Delaware corporation

(Pursuant to Section 209 of the

Limited Liability Company Act of the State of Delaware)

HII Defense and Federal Solutions, Inc. hereby certifies as follows:

FIRST. The name and state of incorporation of each constituent entity to the Merger (defined below) is as follows:

(a) Fulcrum IT Services, LLC, a Virginia limited liability company (“FITS”) and a wholly-owned subsidiary of the Surviving Corporation (defined below);

(b) G2, Inc., a Maryland Corporation (“G2”) and a wholly-owned subsidiary of the Surviving Corporation;

(c) CyberCENTS Solutions, LLC, a Delaware limited liability company (“CCS”) and a wholly-owned subsidiary of the Surviving Corporation;

(d) HII Mission Driven Innovative Technical Services LLC, an Alabama limited liability company (“HII MDITS”) and a wholly-owned subsidiary of the Surviving Corporation;

(e) HII Mission Driven Innovative Government Solutions Inc., a Delaware corporation (“HII MDIGS”) and a wholly-owned subsidiary of the Surviving Corporation;

(f) HII Systems Innovations Inc., a Texas corporation and a wholly-owned subsidiary of the Surviving Corporation (“HII SIT” and together with FITS, G2, CCS, HII MDITS and HII MDIGS, the “Merged Entities”); and

(g) HII Defense and Federal Solutions, Inc., a Delaware corporation (the “Surviving Corporation”).

SECOND. An Agreement and Plan of Merger (the “Plan of Merger”), effective as of the Effective Date (defined below), among the Surviving Corporation and the Merged Entities merging (the “Merger”) the Merged Entities with and into the Surviving Corporation, with the Surviving Corporation remaining as the surviving corporation, has been approved and adopted by (a) the board of directors and the sole stockholder of the Surviving Corporation in accordance with Sections 141(f) and 228, respectively, of the Delaware General Corporation Law (the “DGCL”) and 18-209 of the Delaware Limited Liability Company Act (“DLLCA”), (b) the Surviving Corporation, in its capacity as the sole member of FITS, in accordance with Section 13.1-1071 of the Virginia Limited Liability Company Act (the “VLLCA”), (c) the board of directors and the Surviving Corporation, in its capacity as the sole stockholder of G2, in accordance with Section 3-105(b) and Section 3-105(e), respectively, of the Maryland Code (the “MDC”), (d) the Surviving Corporation, in its capacity as the sole member of CCS, in accordance with Section 18-209 of the DLLCA, (e) the Surviving Corporation, in its capacity as the sole member of HII MDITS, in accordance with Section 10A-5A-4.07(c) of the Alabama Business and Nonprofit Entities Code (“ALBNEC”), (f) the board of directors and the Surviving Corporation, in its capacity as sole stockholder of HII MDIGS, in accordance with Sections 141(f) and 228, respectively, of the DGCL and 18-209 of the DLLCA, and (g) the board of directors and the Surviving Corporation, in its capacity as the sole shareholder of HII SIT, in accordance with Section 21.452(b) and 21.452(c) of the Texas Business Organizations Code (“TXBOC”).

THIRD. The name of the Surviving Corporation shall remain HII Defense and Federal Solutions, Inc.

FOURTH. The Certificate of Incorporation of the Surviving Corporation as in effect immediately prior to the Effective Date (defined below) shall remain the certificate of incorporation of the Surviving Corporation.

FIFTH. The executed Plan of Merger is on file at the office of the Surviving Corporation at 4101 Washington Ave. 909-7, Enclave 7B, Newport News, VA 23607.

2

SIXTH. A copy of the Plan of Merger will be furnished by the Surviving Corporation on request and without cost to the sole stockholder of the Surviving Corporation or the sole stockholder or member, as applicable, of the Merged Entities.

SEVENTH. The Merger will be effective as of January 1, 2021 (the “Effective Date”).

[SIGNATURE PAGE FOLLOWS]

3

IN WITNESS WHEREOF, HII Defense and Federal Solutions, Inc. has caused this Certificate of Merger to be executed by its duly authorized officer on the date indicated below.

Dated: December 17, 2020	HII DEFENSE AND FEDERAL SOLUTIONS, INC.
	By:	/s/ Charles R. Monroe, Jr.
		Name: Charles R. Monroe, Jr. Title:   Secretary

[Signature Page to Delaware Certificate of Merger]

EX-3.21

Exhibit 3.21

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:25 PM 12/17/2020

FILED 12:25 PM 12/17/2020

SR 20208683426 - File Number 2058433

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

NOVONICS CORPORATION,

a California corporation

WITH AND INTO

HII DEFENSE AND FEDERAL SOLUTIONS, INC.,

a Delaware corporation

(Pursuant to Section 253 of the

General Corporation Law of the State of Delaware)

HII Defense and Federal Solutions, Inc., a Delaware corporation (the “Corporation”), does hereby certify to the following facts relating to the merger (the “Merger”) of Novonics Corporation, a California corporation (the “Merged Corporation”), with and into the Corporation, with the Corporation remaining as the surviving corporation under the name HII Defense and Federal Solutions, Inc.:

FIRST. The Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). The Merged Corporation is incorporated pursuant to the California Corporations Code (the “CCC”).

SECOND. The Corporation owns all of the issued and outstanding shares of capital stock of the Merged Corporation.

THIRD. Attached hereto as Exhibit A is a true and complete copy of the resolutions duly adopted by the board of directors of the Corporation approving the Merger. Such resolutions were duly adopted by written consent of the board of directors of the Corporation in accordance with Sections 141(f) and 253(a) of the DGCL on December 15, 2020.

FOURTH. The Certificate of Incorporation of the Corporation as in effect immediately prior to the Effective Date (defined below) shall remain the certificate of incorporation of the Corporation.

SIXTH. The Merger will be effective on January 1, 2021 (the “Effective Date”).

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, HII Defense and Federal Solutions, Inc. has caused this Certificate of Ownership to be executed by its duly authorized officer on the date indicated below.

Dated: December 17, 2020	HII DEFENSE AND FEDERAL SOLUTIONS, INC.
	By:	/s/ Charles R. Monroe, Jr.
		Name: Charles R. Monroe, Jr. Title: Secretary

[Signature Page to Delaware Certificate of Ownership]

EX-3.59

Exhibit 3.59

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:55 PM 12/17/2020

FILED 01:55 PM 12/17/2020

SR 20208685284 - File Number 4470338

CERTIFICATE OF MERGER

MERGING

HII UNMANNED MARITIME SYSTEMS INC.,

a Delaware corporation

WITH AND INTO

HYDROID, INC.,

a Delaware corporation

(Pursuant to Section 251 of the

General Corporation Law of the State of Delaware)

Hydroid, Inc. hereby certifies as follows:

FIRST. The name and state of incorporation of each constituent corporation to the Merger (defined below) is as follows:

(a) HII Unmanned Maritime Systems Inc., a Delaware corporation (the “Merged Corporation”); and

(b) Hydroid, Inc., a Delaware corporation (the “Surviving Corporation”).

SECOND. An Agreement and Plan of Merger (the “Plan of Merger”), effective as of the Effective Date (defined below), between the Surviving Corporation and the Merged Corporation merging (the “Merger”) the Merged Corporation with and into the Surviving Corporation, with the Surviving Corporation remaining as the surviving corporation, has been approved and adopted by (a) the board of directors of the Surviving Corporation and of the Merged Corporation in accordance with Sections 141(f) and 251(b) of the DGCL, and (b) the sole stockholder of the Surviving Corporation and of the Merged Corporation in accordance with Sections 228 and 251(c) of the DGCL. The Plan of Merger has been executed and acknowledged by the Surviving Corporation and of the Merged Corporation in accordance with Section 251(a) of the DGCL.

THIRD. The name of the Surviving Corporation shall be HII Unmanned Systems, Inc.

FOURTH. The first clause of the Certificate of Incorporation of the Surviving Corporation, as in effect immediately prior to the Effective Date, shall be amended as follows:

FIRST: The name of the corporation (the “Corporation”) is “HII Unmanned Systems, Inc.”

FIFTH. The executed Plan of Merger is on file at the office of the Surviving Corporation at 4101 Washington Ave. 909-7, Enclave 7B, Newport News, VA 23607.

SIXTH. A copy of the Plan of Merger will be furnished by the Surviving Corporation on request and without cost to the sole stockholder of the Surviving Corporation or the Merged Corporation.

SEVENTH. The Merger will be effective as of January 1, 2021 (the “Effective Date”).

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Hydroid, Inc. has caused this Certificate of Merger to be executed by its duly authorized officer on the date indicated below.

Dated: December 17, 2020	HYDROID, INC.
	By:	/s/ Charles R. Monroe, Jr. Name: Charles R. Monroe, Jr. Title: Secretary

EX-3.79

Exhibit 3.79

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “DYSART ACQUISITION CORP. “, CHANGING ITS NAME FROM “DYSART ACQUISITION CORP. “ TO “ALION HOLDING CORP. “, FILED IN THIS OFFICE ON THE FOURTH DAY OF AUGUST, A.D. 2015, AT 8:08 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:08 PM 08/04/2015

FILED 08:08 PM 08/04/2015

SRV 151133579 - 5786878 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

DYSART ACQUISITION CORP.

Dysart Acquisition Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That a meeting of the Board of Directors of Dysart Acquisition Corp. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED that the Certificate of Incorporation of the Corporation be amended by changing the Article thereof numbered FIRST so that, as amended, said Article shall be and read as follows:

FIRST: The name of the corporation is Alion Holding Corp.

SECOND: That the said amendment has been consented to and authorized by the holders of the issued and outstanding stock entitled to vote by a unanimous written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed this 4^th day of August, 2015.

DYSART ACQUISITION CORP.
By:	/s/ Ramzi M. Musallam
	Name: Ramzi M. Musallam
	Title:   President

CERTIFICATE OF INCORPORATION

of

DYSART ACQUISITION CORP.

(Pursuant to Section 102 of the General Corporation Law of the State of Delaware)

THE UNDERSIGNED, desiring to form a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware (the “DGCL’’), hereby certifies as follows:

FIRST: The name of the corporation is: Dysart Acquisition Corp. (the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State or Delaware is 615 South Dupont Highway, City of Dover, County of Kent, State of Delaware 1990 I . The name of the registered agent of the Corporation at such address is National Corporate Research, Ltd.

THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation are to engage in, promote, and carry on any lawful act or activity for which corporations may be organized under the DGCL.

FOURTH: The aggregate number of shares of capital stock that the Corporation shall have authority to issue is 100 shares of common stock, par value $0.01 per share.

FIFTH: The name and mailing address of the sole incorporator of the Corporation is Colin S. McKeon, Esq., c/o Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022.

SIXTH: The board of directors of the Corporation shall have the power to adopt, amend or repeal the Bylaws of the Corporation at any meeting at which a quorum is present by the affirmative vote of a majority of the whole board of directors. Election of directors need not be by written ballot. Any director may be removed at any time with or without cause, and the vacancy resulting from such removal shall be filled, by vote of a majority of the stockholders of the Corporation at a meeting called for that purpose or by unanimous consent in writing of the stockholders.

SEVENTH: To the fullest extent permitted by law, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

THE UNDERSIGNED has executed this Certificate of Incorporation this 17th day of July, 2015.

/s/ Colin S. McKeon

Colin S. McKeon

Sole Incorporator

EX-3.80

Exhibit 3.80

BYLAWS

of

ALION HOLDING CORP.

BYLAWS

of

ALION HOLDING CORP.

a Delaware corporation

(hereinafter referred to as the “Company”)

ARTICLE I - OFFICES

Section 1.1. Location. The address of the registered office of the Company in the State of Delaware and the name of the registered agent at such address shall be as specified in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent certificate of change filed pursuant to law. The Company may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Company may require.

Section 1.2. Change of Location. In the manner permitted by law, the Board of Directors or the registered agent may change the address of the Company’s registered office in the State of Delaware and the Board of Directors may make, revoke or change the designation of the registered agent.

ARTICLE II - MEETINGS OF STOCKHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the stockholders of the Company for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at the registered office of the Company, or at such other place within or without the State of Delaware as the Board of Directors may fix, at such time as shall be determined by the Board of Directors, or may be held by telephone conference or other similar means, or by consent in writing or electronic transmission.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, the CEO, the Secretary or by order of the Board of Directors. Special meetings of stockholders shall be held at such place within or without the State of Delaware as shall be designated in the notice of meeting, or may be held by telephone conference or other similar means, or by consent in writing or electronic transmission.

Section 2.3. Quorum. At any meeting of stockholders, except as otherwise expressly required by law or by the Certificate of Incorporation, the holders of record of at least a majority of the outstanding shares of capital stock entitled to vote or act at such meetings shall be present or represented by proxy in order to constitute a quorum for the transaction of any business, but less than a quorum shall have power to adjourn any meeting until a quorum shall be present.

Section 2.4. Voting. At any meeting of stockholders at which a quorum shall be present, each matter shall be decided by majority vote of the shares voting on such matter, except as otherwise expressly required by law or by the Certificate of Incorporation and except as otherwise expressly provided in these Bylaws.

Section 2.5. Action by Consent of Stockholders. Whenever any action by the stockholders at a meeting thereof is required or permitted by law, the Certificate of Incorporation or these Bylaws, such action may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of such action without a meeting and by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III - BOARD OF DIRECTORS

Section 3.1. General Powers. The property, business and affairs of the Company shall be managed by the Board of Directors. The Board of Directors may exercise all such powers of the Company and have such authority and do all such lawful acts and things as are permitted by law, the Certificate of Incorporation or these Bylaws.

Section 3.2. Number of Directors. The Board of Directors of the Company shall consist of one or more members; the exact number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution adopted by a majority of the whole Board of Directors.

Section 3.3. Qualification. Directors need not be stockholders of the Company.

Section 3.4. Election. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, after the first meeting of the Company at which directors are elected, directors of the Company shall be elected in each year at the annual meeting of stockholders or at a special meeting in lieu of the annual meeting called for such purpose, by a plurality of votes cast at such meeting. The voting on directors at any such meeting need not be by written ballot unless otherwise so requested by any stockholder.

Section 3.5. Term. Each director shall hold office until his successor is duly elected and qualified, except in the event of the earlier termination of his term of office by reason of death, resignation, removal or other reason.

Section 3.6. Resignation and Removal. Any director may resign at any time upon written notice to the Board of Directors, the CEO or the Secretary. Any director may be removed at any time for any reason and his place filled, in each case, by the vote of the holders of not less than a majority of the outstanding shares of stock entitled to vote on the election of directors.

Section 3.7. Vacancies. Vacancies in the Board of Directors (unless the vacancy be caused by the removal of a director) and newly created directorships resulting from any increase

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in the authorized number of directors shall be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The vacancy caused by the removal of a director shall be filled by the vote of the holders of not less than a majority of the outstanding shares of stock entitled to vote on the election of directors. Each director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors a majority of the total number of directors shall be present to constitute a quorum for the transaction of business. A director interested in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the directors present may adjourn the meeting until a quorum shall be present.

Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.

The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.9. Regulations. The Board of Directors may hold its meetings and cause the books and records of the Company to be kept at such place or places within or without the State of Delaware as the Board of Directors may from time to time determine. A member of the Board of Directors shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the Company by any of its officers, by an independent certified public accountant or by an appraiser selected with reasonable care by the Board of Directors or any committee of the Board of Directors or in relying in good faith upon other records of the Company.

Section 3.10. Annual Meeting of Board of Directors. An annual meeting of the Board of Directors shall be called and held for the purpose of organization, election of officers and transaction of any other business. If such meeting is held promptly after and at the place specified for the annual meeting of stockholders, no notice of the annual meeting of the Board of Directors need be given. Otherwise such annual meeting shall be held at such time (not more than thirty days after the annual meeting of stockholders) and place as may be specified in a notice of the meeting.

Section 3.11. Regular Meetings. Regular meetings of the Board of Directors shall be held at the time and place, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors. After there has been such determination and notice thereof has been given to each member of the Board of Directors, no further notice shall be required for any such regular meeting. Except as otherwise provided by law, any business may be transacted at any regular meeting.

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Section 3.12. Special Meetings. Special meetings of the Board of Directors may, unless otherwise prescribed by law, be called from time to time by the CEO, and shall be called by the CEO or the Secretary upon the written request of a majority of the whole Board of Directors directed to the CEO or the Secretary. Except as provided below, notice of any special meeting of the Board of Directors, stating the time, place and purpose of such special meeting, shall be given to each director.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a director (i) if mailed to such director, addressed to him at his address as it appears upon the books of the Company or at the address last made known in writing to the Company by such director as the address to which such notices are to be sent, at least two days before the day on which such meeting is to be held, (ii) if sent to him at such address by telecopier, telex or telegraph, not later than the day before the day on which such meeting is to be held, (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held, or (iv) if delivered to him by electronic transmission, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Notice of any meeting of the Board of Directors need not be given to any director if waived by him in writing (or by telecopier, telex or telegram and confirmed in writing or by electronic transmission) whether before or after the holding of such meeting or if such director is present at such meeting. Any meeting of the Board of Directors shall be a duly constituted meeting without any notice thereof having been given if all directors then in office shall be present thereat.

Section 3.14. Committees of Directors. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Company.

Except as herein provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may be fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

Section 3.15. Powers and Duties of Committees. Any committee, to the extent provided in the resolution or resolutions creating such committee, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Company and may authorize the seal of the Company to be affixed to all papers which may require it. No such committee shall have the power or authority with regard to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the

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stockholders the sale, lease or exchange of all or substantially all of the Company’s property and assets, recommending to the stockholders a dissolution of the Company or a revocation of a dissolution or amending the Bylaws. The Board of Directors may, in the resolution creating a committee, grant to such committee the power and authority to declare a dividend or authorize the issuance of stock.

Section 3.16. Compensation of Directors. The Board of Directors may from time to time, in its discretion, fix the amounts which shall be payable to directors and to members of any committee of the Board of Directors for attendance at the meetings of the Board of Directors or of such committee and for services rendered to the Company.

Section 3.17. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a consent in writing or by electronic transmission thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV - OFFICERS

Section 4.1. Principal Officers. The principal officers of the Company shall be elected by the Board of Directors and shall include a Chairman of the Board of Directors, a Chief Executive Officer (“CEO”), a Chief Operating Officer (“COO”) (if deemed necessary by the Board of Directors), one (1) or more Executive Vice Presidents (the number thereof to be determined by the Board of Directors), one (1) or more Senior Vice Presidents (the number thereof to be determined by the Board of Directors), one (1) or more Corporate Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer. Except as otherwise provided in the Certificate of Incorporation or these Bylaws, one person may hold the offices and perform the duties of any two or more of said principal offices.

Section 4.2. Election of Principal Officers; Term of Office. The principal officers of the Company shall be elected annually by the Board of Directors at each annual meeting of the Board of Directors. Failure to elect annually any principal officer shall not dissolve the Company.

If the Board of Directors shall fail to fill any principal office at an annual meeting, if any vacancy in any principal office shall occur or if any principal office shall be newly created, such principal office may be filled at any regular or special meeting of the Board of Directors.

Each principal officer shall hold office until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

Section 4.3. Subordinate Officers, Agents and Employees. In addition to the principal officers, the Company may have one or more Assistant Treasurers, Assistant Secretaries, Assistant Controllers and such other subordinate officers, agents and employees as the Board of Directors may deem advisable, each of whom shall hold office for such period and have such authority and perform such duties as the Board of Directors, the CEO or any officer designated by the Board of Directors may from time to time determine. The Board of Directors at any time may appoint and remove, or may delegate to any principal officer the power to appoint and to remove, any subordinate officer, agent or employee of the Company.

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Section 4.4. Delegation of Duties of Officers. The Board of Directors may delegate the duties and powers of any officer of the Company to any other officer or to any director for a specified period of time for any reason that the Board of Directors may deem sufficient.

Section 4.5. Removal of Officers. Any officer of the Company may be removed with or without cause by resolution adopted by a majority of the directors then in office at any regular or special meeting of the Board of Directors or by a written consent signed by all of the directors then in office.

Section 4.6. Resignations. Any officer may resign at any time by giving written notice of resignation to the Board of Directors, to the CEO or to the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein. Unless otherwise specified in the notice, the acceptance of a resignation shall not be necessary to make the resignation effective.

Section 4.7. Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of stockholders and of the Board of Directors at which he is present. The Chairman of the Board shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.8. CEO. The CEO shall, in the absence of the Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors at which he is present. The CEO shall have general supervision over the business of the Company. The CEO shall have all powers and duties usually incident to the office of the CEO except as specifically limited by a resolution of the Board of Directors. The CEO shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.9. COO. If appointed or elected by the Board of Directors, the COO shall oversee the general operations and internal processes of the corporation subject to the direction of the CEO, and perform such other duties as from time to time may be assigned by the Board of directors or directed by the CEO. In the absence of the CEO or in the event of his inability or refusal to act, the COO shall perform the duties of the CEO, and when so acting, shall have all the powers of and be subject to all the restrictions upon the CEO.

Section 4.10. The Executive Vice Presidents. The Executive Vice Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors or directed by the CEO. In the absence of the CEO or the COO or in the event of their inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the CEO or the COO, and when so acting, shall have all the powers of and be subject to all the restrictions upon the CEO or the COO. The Executive Vice President shall perform such other duties as from time to time may be assigned to him by the Board of Directors or directed by the CEO.

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Section 4.11. The Senior Vice Presidents. The Senior Vice Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors or directed by the CEO or the President (if any). In the absence of the CEO, the COO and any Executive Vice President(s), or in the event of their inability or refusal to act, the Senior Vice President (or in the event there be more than one Senior Vice President, the Senior Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the CEO, the COO or any Executive Vice President(s), and when so acting, shall have all the powers of and be subject to all the restrictions upon the CEO, the COO or any Executive Vice President.

Section 4.12.RESERVED

Section 4.13. Secretary. The Secretary shall act as Secretary of all meetings of stockholders and of the Board of Directors at which he is present, shall record all the proceedings of all such meetings in a book to be kept for that purpose, shall have supervision over the giving and service of notices of the Company and shall have supervision over the care and custody of the records and seal of the Company. The Secretary shall be empowered to affix the corporate seal to documents, the execution of which on behalf of the Company under its seal is duly authorized, and when so affixed may attest the same. The Secretary shall have all powers and duties usually incident to the office of Secretary except as specifically limited by a resolution of the Board of Directors. The Secretary shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the CEO.

Section 4.14. Treasurer. The Treasurer shall have general supervision over the care and custody of the funds and over the receipts and disbursements of the Company and shall cause the funds of the Company to be deposited in the name of the Company in such banks or other depositaries as the Board of Directors may designate. The Treasurer shall have supervision over the care and safekeeping of the securities of the Company. The Treasurer shall have all powers and duties usually incident to the office of Treasurer except as specifically limited by a resolution of the Board of Directors. The Treasurer shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the CEO.

Section 4.15. Bond. The Board of Directors shall have power, to the extent permitted by law, to require any officer, agent or employee of the Company to give bond for the faithful discharge of his duties in such form and with such surety or sureties as the Board of Directors may determine.

ARTICLE V - CAPITAL STOCK

Section 5.1. Issuance of Certificates for Stock. Each stockholder of the Company shall be entitled to a certificate or certificates in such form as shall be approved by the Board of Directors certifying the number of shares of capital stock of the Company owned by such stockholder.

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Section 5.2. Signatures on Stock Certificates. Certificates for shares of capital stock of the Company shall be signed by, or in the name of the Company by, the Chairman of the Board, the CEO or a Vice President and by the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Company with the same effect as if such signer were such officer, transfer agent or registrar at the date of issue.

Section 5.3. Stock Ledger. A record of all certificates for capital stock issued by the Company shall be kept by the Secretary or any other officer or employee of the Company designated by the Secretary or by any transfer clerk or transfer agent appointed pursuant to Section 5.4 hereof. Such record shall show the name and address of the person, firm or corporation in which certificates for capital stock are registered, the number of shares represented by each such certificate, the date of each such certificate and in case of certificates which have been canceled the dates of cancellation thereof.

The Company shall be entitled to treat the holder of record of shares of capital stock as shown on the stock ledger as the owner thereof and as the person entitled to receive dividends thereon, to vote such shares and to receive notice of meetings and for all other purposes. The Company shall not be bound to recognize any equitable or other claim to or interest in any share of capital stock on the part of any other person whether or not the Company shall have express or other notice thereof.

Section 5.4. Regulations Relating to Transfer. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with law, the Certificate of Incorporation or these Bylaws, concerning issuance, transfer and registration of certificates for shares of capital stock of the Company. The Board of Directors may appoint, or authorize any principal officer to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars and may require all certificates for capital stock to bear the signature or signatures of any of them.

Section 5.5. Transfers. Transfers of capital stock shall be made on the books of the Company only upon delivery to the Company or its transfer agent of (i) a written direction of the registered holder named in the certificate or such holder’s attorney lawfully constituted in writing, (ii) the certificate for the shares of capital stock being transferred and (iii) a written assignment of the shares of capital stock evidenced thereby.

Section 5.6. Cancellation. Each certificate for capital stock surrendered to the Company for exchange or transfer shall be canceled and no new certificate or certificates shall be issued in exchange for any existing certificate (other than pursuant to Section 5.7) until such existing certificate shall have been canceled.

Section 5.7. Lost, Destroyed, Stolen and Mutilated Certificates. In the event that any certificate for shares of capital stock of the Company shall be mutilated, the Company shall issue a new certificate in place of such mutilated certificate. In case any such certificate shall be lost, stolen or destroyed, the Company may, in the discretion of the Board of Directors or a committee

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designated thereby with power so to act, issue a new certificate for capital stock in the place of any such lost, stolen or destroyed certificate. The applicant for any substituted certificate or certificates shall surrender any mutilated certificate or, in the case of any lost, stolen or destroyed certificate, furnish satisfactory proof of such loss, theft or destruction of such certificate and of the ownership thereof. The Board of Directors or such committee may, in its discretion, require the owner of a lost, stolen or destroyed certificate or his representatives to furnish to the Company a bond with an acceptable surety or sureties and in such sum as will be sufficient to indemnify the Company against any claim that may be made against it on account of the lost, stolen or destroyed certificate or the issuance of such new certificate. A new certificate may be issued without requiring a bond when, in the judgment of the Board of Directors, it is proper to do so.

Section 5.8. Fixing of Record Dates. (a) The Board of Directors may fix in advance a record date, which shall not be more than sixty nor less than ten days before the date of any meeting of stockholders nor more than sixty days prior to any other action, for the purpose of determining stockholders entitled to notice of or to vote at such meeting of stockholders or any adjournment thereof, to express consent or dissent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action.

(b) If no record date is fixed by the Board of Directors:

(i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived at the close of business on the day next preceding the day on which the meeting is held;

(ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action by the Board of Directors is necessary shall be the day on which the first consent is expressed;

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c) A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VI - INDEMNIFICATION

Section 6.1. General. To the fullest extent permitted by applicable law, the Company shall indemnify, and advance Expenses (as hereinafter defined) to, each and every person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in which such person is or was serving at the request of the Company and who, because of any such

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position or status, is directly or indirectly involved in any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”). “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

Section 6.2. Indemnification Insurance. The Company shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such whether or not the Company would have the power to indemnify him against such liability under applicable law.

ARTICLE VII - MISCELLANEOUS PROVISIONS

Section 7.1. Corporate Seal. The seal of the Company shall be in such form as is required by law and as shall be approved by the Board of Directors. The seal may be used by causing it to be affixed or impressed, or a facsimile thereof may be reproduced or otherwise used in such manner as the Board of Directors may determine.

Section 7.2. Fiscal Year. The fiscal year of the Company shall be from the 1st day of January to the 31st day of December, inclusive, in each year, or such other twelve consecutive months as the Board of Directors may designate.

Section 7.3. Waiver of Notice. Whenever any notice is required to be given under any provision of law, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, or by other method of electronic transmission, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 7.4. Execution of Instruments, Contracts, etc. (a) All checks, drafts, bills of exchange, notes or other obligations or orders for the payment of money shall be signed in the name of the Company by such officer or officers or person or persons as the Board of Directors may from time to time designate.

(b) Except as otherwise provided by law, the Board of Directors, any committee given specific authority in the premises by the Board of Directors or any committee given authority to exercise generally the powers of the Board of Directors during the intervals between meetings of the Board of Directors may authorize any officer, employee or agent, in the name of and on behalf of the Company, to enter into or execute and deliver deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

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(c) All applications, written instruments and papers required by or filed with any department of the United States Government or any state, county, municipal or other governmental official or authority may if permitted by applicable law be executed in the name of the Company by any principal officer or subordinate officer of the Company or, to the extent designated for such purpose from time to time by the Board of Directors, by an employee or agent of the Company. Such designation may contain the power to substitute, in the discretion of the person named, one or more other persons.

ARTICLE VIII - AMENDMENTS

Section 8.1. By Stockholders. These Bylaws may be amended, added to, altered or repealed, or new Bylaws may be adopted, at any meeting of stockholders by the vote of the holders of not less than a majority of the outstanding shares of stock entitled to vote thereat, provided that, in the case of a special meeting, notice that an amendment is to be considered and acted upon shall be inserted in the notice or waiver of notice of said meeting.

Section 8.2. By Directors. To the extent permitted by the Certificate of Incorporation, these Bylaws may be amended, added to, altered or repealed, or new Bylaws may be adopted, at any regular or special meeting of the Board of Directors.

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EX-3.81

Exhibit 3.81

FIFTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

of

ALION SCIENCE AND TECHNOLOGY CORPORATION

(Pursuant to Section 102 of the General Corporation Law of the State of Delaware)

FIRST: The name of the corporation is: Alion Science and Technology Corporation (the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is 615 South Dupont Highway, City of Dover, County of Kent, State of Delaware 19901. The name of the registered agent of the Corporation at such address is National Corporate Research, Ltd.

THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation are to engage in, promote, and carry on any lawful act or activity for which corporations may be organized under the DGCL.

FOURTH: The aggregate number of shares of capital stock that the Corporation shall have authority to issue is 100 shares of common stock, par value $0.01 per share.

FIFTH: The board of directors of the Corporation shall have the power to adopt, amend or repeal the Bylaws of the Corporation at any meeting at which a quorum is present by the affirmative vote of a majority of the whole board of directors. Election of directors need not be by written ballot. Any director may be removed at any time with or without cause, and the vacancy resulting from such removal shall be filled, by vote of a majority of the stockholders of the Corporation at a meeting called for that purpose or by unanimous consent in writing of the stockholders.

SIXTH: To the fullest extent permitted by law, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Bahman Atefi

Chief Executive Officer

EX-3.82

Exhibit 3.82

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:26 AM 08/19/2015

FILED 09:22 AM 08/19/2015

SRV 151189120 – 3444444 FILE

CERTIFICATE OF MERGER

MERGING

DYSART MERGER SUB, INC.,

a Delaware corporation

WITH AND INTO

ALION SCIENCE AND TECHNOLOGY CORPORATION,

a Delaware corporation

August 19, 2015

Pursuant to Section 251 of the Delaware General Corporation Law (the “DGCL”), Alion Science and Technology Corporation (the ‘”Company”), a corporation organized and existing under the DGCL, hereby certifies to the following information relating to the merger of Dysart Merger Sub, Inc. (“Merger Sub”), a corporation organized and existing under the DGCL, with and into the Company (the “Merger”):

FIRST:    That the name and state of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
Alion Science and Technology Corporation	Delaware
Dysart Merger Sub, Inc.	Delaware

SECOND:    That an Agreement and Plan of Merger, dated as of July 21, 2015, (the “Merger Agreement”), by and among Merger Sub, the Company, and the other parties thereto, has been approved, adopted, executed and acknowledged by each of Merger Sub and the Company in accordance with the requirements of Section 228 of the DGCL, as applicable, and Section 251 of the DGCL.

THIRD:    That the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) under the name “Alion Science and Technology Corporation.”

FOURTH:    That the certificate of incorporation of the Company, as in effect immediately prior to the merger, shall be amended and restated in its entirety as set forth in Exhibit A hereto and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.

FIFTH:    That the Merger is to become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

SIXTH:    That the Merger Agreement is on file at the place of business of the Surviving Corporation at 1750 Tysons Boulevard, Suite 1300, McLean, VA 22102.

DOC ID - 23376818.8

SEVENTH:    That a copy of the Merger Agreement shall be furnished by the Surviving Corporation, on request and without cost, to any stockholder of Merger Sub or the Company.

[Remainder of page intentionally blank; signature page follows]

DOC ID - 23376818.8

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IN WITNESS WHEREOF, the Surviving Corporation has caused this Certificate of Merger to be signed by an authorized officer as of the date first written above.

ALION SCIENCE AND TECHNOLOGY CORPORATION
By:
	Name: Barry Broadus
	Title: Chief Financial Officer, Senior Vice President

[Signature Page to Merger Certificate]

EXHIBIT A

FIFTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

of

ALION SCIENCE AND TECHNOLOGY CORPORATION

FIRST: The name of the corporation is: Alion Science and Technology Corporation (the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is 615 South Dupont Highway, City of Dover, County of Kent, State of Delaware 19901. The name of the registered agent ofthe Corporation at such address is National Corporate Research, Ltd.

THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation are to engage in, promote, and carry on any lawful act or activity for which corporations may be organized under the DGCL.

FOURTH: The aggregate number of shares of capital stock that the Corporation shall have authority to issue is 100 shares of common stock, par value $0.01 per share.

FIFTH: The board of directors of the Corporation shall have the power to adopt, amend or repeal the Bylaws of the Corporation at any meeting at which a quorum is present by the affirmative vote of a majority of the whole board of directors. Election of directors need not be by written ballot. Any director may be removed at any time with or without cause, and the vacancy resulting from such removal shall be filled, by vote of a majority of the stockholders of the Corporation at a meeting called for that purpose or by unanimous consent in writing of the stockholders.

SIXTH: To the fullest extent permitted by law, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

DOC ID - 23376818.8

EX-3.83

Exhibit 3.83

State of Delaware Secretary of State Division of Corporations Delivered 10:46 AM 07/18/2016 FILED 10:46 AM 07/18/2016 SR 20164947161 - File Number 3444444
	STATE OF DELAWARE CERTIFICATE OF MERGER OF FOREIGN CORPORATION INTO A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is Alion Science and Technology Corporation (“Surviving Corporation”), a Delaware corporation, and the name of the wholly-owned subsidiary being merged into this Surviving Corporation is Alion-JJMA Corporation (“Subsidiary”), a New York corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the Surviving Corporation and Subsidiary pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the Surviving Corporation is Alion Science and Technology Corporation, a Delaware corporation.

FOURTH: The Certificate of Incorporation of Surviving Corporation, as now in force and effect, shall continue to be the Certificate of Incorporation of the Surviving Corporation.

FIFTH: The Surviving Corporation owns all of the 1,224,545.6793 outstanding shares of capital stock par value $0.01 of the Subsidiary.

SIXTH: Each share of the Subsidiary issued and outstanding immediately prior to the filing of this Certificate of Merger and owned by the Surviving Corporation, shall, by virtue of the Merger and without any action on the part of the Surviving Corporation, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist.

SEVENTH: A copy of the executed Agreement of Merger will be provided and the original kept on file at the principal place of business of the Surviving Corporation, 1750 Tysons Boulevard, Suite 1300, McLean, VA 22102.

IN WITNESS WHEREOF, said Surviving Corporation has caused this certificate to be signed by an authorized officer, this 18^th, day of July, 2016.

ALION SCIENCE AND TECHNOLOGY CORPORATION

By:

Name:	Brian T. Fisher
Title:	Secretary

EX-3.84

Exhibit 3.84

State of Delaware Secretary of State Division of Corporations Delivered 06:28 PM 01/03/2017 FILED 06:28 PM 01/03/2017 SR 20170026995 - File number 3444444
	STATE OF DELAWARE CERTIFICATE OF MERGER OF FOREIGN CORPORATION INTO A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is Alion Science and Technology Corporation (“Surviving Corporation”), a Delaware corporation, and the name of the wholly-owned subsidiary being merged into this Surviving Corporation is Alion – BMH Corporation (“Subsidiary”), a Virginia corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the Surviving Corporation and Subsidiary pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the Surviving Corporation is Alion Science and Technology Corporation, a Delaware corporation.

FOURTH: The Certificate of Incorporation of Surviving Corporation, as now in force and effect, shall continue to be the Certificate of Incorporation of the Surviving Corporation.

FIFTH: The Surviving Corporation owns all of the 1,000 outstanding shares of capital stock with no par value of the Subsidiary.

SIXTH: Each share of the Subsidiary issued and outstanding immediately prior to the filing of this Certificate of Merger and owned by the Surviving Corporation, shall, by virtue of the Merger and without any action on the part of the Surviving Corporation, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist.

SEVENTH: The Agreement of Merger is on file at the principal place of business of the Surviving Corporation at 1750 Tysons Boulevard, Suite 1300, McLean, VA 22102.

EIGHTH: A copy of the Agreement of Merger will be furnished by the Surviving Corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said Surviving Corporation has caused this certificate to be signed by an authorized officer, this 3^rd day of January, 2017.

ALION SCIENCE AND TECHNOLOGY CORPORATION

By:

Name:	Brian T. Fisher
Title:	Secretary

EX-3.85

Exhibit 3.85

State of Delaware Secretary of State Division of Corporations Delivered 06:30 PM 01/03/2017 FILED 06:30 PM 01/03/2017 SR 20170026997 - File Number 3444444
	STATE OF DELAWARE CERTIFICATE OF MERGER OF FOREIGN CORPORATION INTO A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is Alion Science and Technology Corporation (“Surviving Corporation”). a Delaware corporation, and the name of the wholly-owned subsidiary being merged into this Surviving Corporation is Alion – CATI Corporation (“Subsidiary”), a California corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the Surviving Corporation and Subsidiary pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the Surviving Corporation is Alion Science and Technology Corporation, a Delaware corporation.

FOURTH: The Certificate of Incorporation of Surviving Corporation, as now in force and effect, shall continue to be the Certificate of Incorporation of the Surviving Corporation.

FIFTH: The Surviving Corporation owns all of the 100 outstanding shares of capital stock par value $0.10 of the Merger Subsidiary.

SIXTH: Each share of the Subsidiary issued and outstanding immediately prior to the filing of this Certificate of Merger and owned by the Surviving Corporation, shall, by virtue of the Merger and without any action on the part of the Surviving Corporation, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist.

SEVENTH: The Agreement of Merger is on file at the principal place of business of the Surviving Corporation at 1750 Tysons Boulevard, Suite 1300, McLean, VA 22102.

EIGHTH: A copy of the Agreement of Merger will be furnished by the Surviving Corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said Surviving Corporation has caused this certificate to be signed by an authorized officer, this 3^rd day of January, 2017.

ALION SCIENCE AND TECHNOLOGY CORPORATION

By:

Name:	Brian T. Fisher
Title:	Secretary

EX-3.86

Exhibit 3.86

State of Delaware Secretary of State Division of Corporations Delivered 06:32 PM 01/03/2017 FILED 06:32 PM 01/03/2017 SR 20170026998 - File Number 3444444
	STATE OF DELAWARE CERTIFICATE OF MERGER OF FOREIGN CORPORATION INTO A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is Alion Science and Technology Corporation (“Surviving Corporation”), a Delaware corporation, and the name of the wholly-owned subsidiary being merged into this Surviving Corporation is Alion – MA&D Corporation (“Subsidiary”), a Colorado corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the Surviving Corporation and Subsidiary pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the Surviving Corporation is Alion Science and Technology Corporation, a Delaware corporation.

FOURTH: The Certificate of Incorporation of Surviving Corporation, as now in force and effect, shall continue to be the Certificate of Incorporation of the Surviving Corporation.

FIFTH: The Surviving Corporation owns all of the 1,050 outstanding shares of capital stock par value $0.01 of the Merger Subsidiary.

SIXTH: Each share of the Subsidiary issued and outstanding immediately prior to the filing of this Certificate of Merger and owned by the Surviving Corporation. shall, by virtue of the Merger and without any action on the part of the Surviving Corporation, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist.

SEVENTH: The Agreement of Merger is on file at the principal place of business of the Surviving Corporation at 1750 Tysons Boulevard, Suite 1300, McLean, VA 22102.

EIGHTH: A copy of the Agreement of Merger will be furnished by the Surviving Corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said Surviving Corporation has caused this certificate to be signed by an authorized officer, this 3^rd day of January, 2017.

ALION SCIENCE AND TECHNOLOGY CORPORATION

By:

Name:	Brian T. Fisher
Title:	Secretary

EX-3.87

Exhibit 3.87

State of Delaware Secretary of State Division of Corporations Delivered 06:38 PM 01/03/2017 FILED 06:38 PM 01/03/2017 SR 20170027003 - File Number 3444444
	STATE OF DELAWARE CERTIFICATE OF MERGER OF FOREIGN CORPORATION INTO A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is Alion Science and Technology Corporation (“Surviving Corporation”), a Delaware corporation, and the name of the wholly-owned subsidiary being merged into this Surviving Corporation is Innovative Technology Solutions Corporation (“Subsidiary”), a New Mexico corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the Surviving Corporation and Subsidiary pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the Surviving Corporation is Alion Science and Technology Corporation, a Delaware corporation.

FOURTH: The Certificate of Incorporation of Surviving Corporation, as now in force and effect, shall continue to be the Certificate of Incorporation of the Surviving Corporation.

FIFTH: The Surviving Corporation owns all of the 97,104 outstanding shares of capital stock with no par value of the Merger Subsidiary.

SIXTH: Each share of the Subsidiary issued and outstanding immediately prior to the filing of this Certificate of Merger and owned by the Surviving Corporation, shall, by virtue of the Merger and without any action on the part of the Surviving Corporation, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist.

SEVENTH: The Agreement of Merger is on file at the principal place of business of the Surviving Corporation at 1750 Tysons Boulevard, Suite 1300, McLean, VA 22102.

EIGHTH: A copy of the Agreement of Merger will be furnished by the Surviving Corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said Surviving Corporation has caused this certificate to be signed by an authorized officer, this 3^rd day of January, 2017.

ALION SCIENCE AND TECHNOLOGY CORPORATION

By:  

Name:	Brian T. Fisher
Title:	Secretary

EX-3.88

Exhibit 3.88

State of Delaware Secretary of State Division of Corporations Delivered 06:40 PM 01/03/2017 FILED 06:40 PM 01/03/2017 SR 20170027008 - File Number 3444444
	STATE OF DELAWARE CERTIFICATE OF MERGER OF FOREIGN CORPORATION INTO A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is Alion Science and Technology Corporation (“Surviving Corporation”), a Delaware corporation, and the name of the wholly-owned subsidiary being merged into this Surviving Corporation is Washington Consulting, Inc. (“Subsidiary”), a Virginia corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the Surviving Corporation and Subsidiary pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the Surviving Corporation is Alion Science and Technology Corporation, a Delaware corporation.

FOURTH: The Certificate of Incorporation of Surviving Corporation, as now in force and effect, shall continue to be the Certificate of incorporation of the Surviving Corporation.

FIFTH: The Surviving Corporation owns all of the 10,100 outstanding shares of capital stock with no par value of the Merger Subsidiary.

SIXTH: Each share of the Subsidiary issued and outstanding immediately prior to the filing of this Certificate of Merger and owned by the Surviving Corporation, shall, by virtue of the Merger and without any action on the part of the Surviving Corporation, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist.

SEVENTH: The Agreement of Merger is on file at the principal place of business of the Surviving Corporation at 1750 Tysons Boulevard, Suite 1300, McLean, VA 22102.

EIGHTH: A copy of the Agreement of Merger will be furnished by the Surviving Corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said Surviving Corporation has caused this certificate to be signed by an authorized officer, this 3^rd day of January, 2017.

ALION SCIENCE AND TECHNOLOGY CORPORATION

By:  

Name:	Brian T. Fisher
Title:	Secretary

EX-3.89

Exhibit 3.89

State of Delaware Secretary of State Division of Corporations Delivered 06:43 PM 01/03/2017 FILED 06:43 PM 01/03/2017 SR 20170027012 - File Number 3444444
	STATE OF DELAWARE CERTIFICATE OF MERGER OF FOREIGN CORPORATION INTO A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is Alion Science and Technology Corporation (“Surviving Corporation”), a Delaware corporation, and the name of the wholly-owned subsidiary being merged into this Surviving Corporation is Alion – METI Corporation (“Subsidiary”), a Virginia corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the Surviving Corporation and Subsidiary pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the Surviving Corporation is Alion Science and Technology Corporation, a Delaware corporation.

FOURTH: The Certificate of Incorporation of Surviving Corporation, as now in force and effect, shall continue to be the Certificate of Incorporation of the Surviving Corporation.

FIFTH: The Surviving Corporation owns all of the 100 outstanding shares of capital stock par value $1.00 of the Merger Subsidiary.

SIXTH: Each share of the Subsidiary issued and outstanding immediately prior to the filing of this Certificate of Merger and owned by the Surviving Corporation, shall, by virtue of the Merger and without any action on the part of the Surviving Corporation, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist.

SEVENTH: The Agreement of Merger is on file at the principal place of business of the Surviving Corporation at 1750 Tysons Boulevard, Suite 1300, McLean, VA 22102.

EIGHTH: A copy of the Agreement of Merger will be furnished by the Surviving Corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said Surviving Corporation has caused this certificate to be signed by an authorized officer, this 3^rd day of January, 2017.

ALION SCIENCE AND TECHNOLOGY CORPORATION

By:  

Name:	Brian T. Fisher
Title:	Secretary

EX-3.90

Exhibit 3.90

	COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION Office of the Clerk

August 23, 2018

BETH EPSTEIN

UCC RETRIEVALS, INC.

7288 HANOVER GREEN DR

MECHANICSVILLE, VA 23111

RECEIPT

RE:	Commonwealth Technology LLC
ID:	S772171 - 7
DCN:	18-08-22-1208

Dear Customer:

This is your receipt for $100.00 covering the fees for filing articles of entity conversion with this office.

This is also your receipt for $100.00 to cover the fee(s) for expedited service(s).

The effective date of the certificate of entity conversion is August 23, 2018. When the certificate is effective, Commonwealth Technology, Incorporated is converted to a limited liability company organized under the laws of this Commonwealth with the following name:

Commonwealth Technology LLC

If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.

        Sincerely,

        Joel H. Peck

        Clerk of the Commission

CNVRLRCT

CNVR

CIS0336

P.O. Box 1197, Richmond, VA 23218-1197

Tyler Building, First Floor, 1300 East Main Street, Richmond, VA 23219-3630

Clerk’s Office (804) 371-9733 or (866) 722-2551 (toll-free in Virginia) www.scc.virginia.gov/clk

HOLD FOR PICK-UP

UCC RETRIEVALS, INC. BETH EPSTEIN / TRACI GOODMAN / MARY COLLINS
7288 HANOVER GREEN DR. MECHANICSVILLE, VA 23111 (804) 559.5919 STATE CORPORATION COMMISSION 1300 EAST MAIN STREET RICHMOND VA 23209-1197 AUGUST 22, 2018 NEXT DAY EXPEDITE!! DEAR SIRS, PURSUANT TO INSTRUCTIONS OF COUNSEL, I ENCLOSE FOR FILING ON BEHALF OF:

COMMONWEALTH TECHNOLOGY, INCORPORATED/COMMONWEALTH TECHNOLOGY LLC

ARTICLES OF CONVERSION/ORGANIZATION

**PLEASE RETURN (1) CERTIFIED COPY OF THE ATTACHED FILING

(for foreign entities c/c the application only!)**

CHECK(S) IN PAYMENT OF THE REQUIRED FEES ARE ENCLOSED. I WOULD APPRECIATE YOU TELEPHONING ME AT (804) 559-5919 IF THERE IS A PROBLEM WITH THIS FILING AND TO ADVISE ME WHEN THE EVIDENCE IS AVAILABLE TO BE PICKED UP.

THANK YOU FOR YOUR ASSISTANCE IN THIS REGARD.

SINCERELY,

BETH EPSTEIN

CIS0338	CIS	08/22/18
1    78 CISM0180	CORPORATE DATA INQUIRY	16:37:17

CORP ID: 0112347 - 0	STATUS: 00 ACTIVE             STATUS DATE: 07/06/15
CORP NAME: Commonwealth Technology, Incorporated

DATE OF CERTIFICATE: 05/31/1967	PERIOD OF DURATION:	INDUSTRY CODE: 00
STATE OF INCORPORATION: VA VIRGINIA                STOCK INDICATOR: S STOCK

MERGER IND:	CONVERSION/DOMESTICATION IND:
GOOD STANDING IND: Y	MONITOR INDICATOR:
CHARTER FEE: 25.00                 MON NO:                       MON STATUS: MONITOR DTE:

R/A NAME:	C T CORPORATION SYSTEM
STREET:	4701 COX ROAD	AR RTN MAIL:
	SUITE 285
CITY:	GLEN ALLEN	STATE : VA ZIP: 23060-0000
R/A STATUS:	5 B.E. AUTH IN VI	EFF. DATE: 04/09/15 LOC.: 143
ACCEPTED AR#:	218 52 0058	DATE: 05/09/18                        HENRICO COUNTY
CURRENT AR#:	218 52 0058	DATE: 05/09/18    STATUS: A    ASSESSMENT INDICATOR: 0
YEAR         FEES            PENALTY            INTEREST             TAXES            BALANCE            TOTAL SHARES

18                 400.00	54,000
COMMAND:
4AÛ	06,016

CIS0338	CIS	08/22/18
1        78     CISM0250	MICROFILM INQUIRY	16:37:22

CORP ID: 0112347 –   CORP STATUS: 00 ACTIVE                    ORDER/LINE #’S CORP NAME: Commonwealth Technology, Incorporated                                                 

COURT LOCALITY: 143 HENRICO COUNTY                TOTAL CHARTER FEES:                 25.00

ORD SEL	MICROFILM			NO	DOCUMENT TYPE			DATE	CHARTER FEE	PAGES
—	15	04	51	0960	RAC	>	REGISTERED AGE	04/09/15		2
—	12	01	10	0331	REST	>	RESTATEMENT	01/30/12		8
—	09	11	01	1007	RAC	>	REGISTERED AGE	11/03/09		1
—	05	04	05	0967	RAC	>	REGISTERED AGE	04/19/05		1
—	96	05	03	0808	RAC	>	REGISTERED AGE	05/13/96		1
—	96	05	01	0341	RTNM	>	RETURNED MAIL	04/25/96		1
—	96	04	04	0862	RAC	>	REGISTERED AGE	04/10/96		1
—	91	03	04	0920	RAC	>	REGISTERED AGE	03/18/91		1
—	88	02	03	0248	AMEN	>	AMENDMENT	02/08/88	14.20	3
—	86	04	01	0407	AMEN	>	AMENDMENT	03/28/86		2
—	80	15	09	0036	CONV	>	CONVERSION DOC	02/23/83	10.80	8
—	81	12	03	0458	RAC	>	REGISTERED AGE	12/17/81		1
COMMAND: 4AÛ									06,014

S772171 - 7

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

AT RICHMOND, AUGUST 23, 2018

The State Corporation Commission has found the accompanying articles of entity conversion submitted on behalf of

Commonwealth Technology, Incorporated

to comply with the requirements of law and confirms payment of all required fees. Therefore, it is ORDERED that this

CERTIFICATE OF ENTITY CONVERSION

be issued and admitted to record with the articles of entity conversion and articles of organization in the Office of the Clerk of the Commission, effective August 23, 2018.

When the certificate becomes effective, Commonwealth Technology, Incorporated is deemed to be a limited liability company organized under the laws of this Commonwealth with the name

Commonwealth Technology LLC

The limited liability company is granted the authority conferred on it by law in accordance with its articles of organization, subject to the conditions and restrictions imposed by law.

STATE CORPORATION COMMISSION
By	/s/ Mark C. Christie
	Mark C. Christie
	Commissioner

CNVRLACT

CIS0336

18-08-22-1208

ARTICLES OF ENTITY CONVERSION OF

COMMONWEALTH TECHNOLOGY, INCORPORATED

The undersigned, on behalf of the corporation named below, pursuant to Title 13.1, Chapter 9, Article 12.2 of the Code of Virginia, states as follows:

1. The name of the corporation immediately prior to the filing of these articles of entity conversion is Commonwealth Technology, Incorporated. The corporation shall convert to a Virginia limited liability company and its name shall be Commonwealth Technology LLC.

2. The converting corporation was originally incorporated on May 31,1967 as a corporation with the name Commonwealth Technology, Incorporated.

3. The plan of entity conversion, pursuant to § 13.1-722.10 of the Code of Virginia, is set forth as follows:

A. The full text of the articles of organization of the resulting limited liability company as they will be in effect upon consummation of the conversion is attached hereto.

B. The shares of common stock held by the sole shareholder will be converted into a 100% membership interest in the resulting limited liability company.

4. The plan of entity conversion was approved by the consent of the sole shareholder on August 22, 2018.

Signed in the name of the corporation this 22^nd day of August, 2018:

By:	/s/ Brian Fisher
Name:	Brian Fisher
Title:	Secretary

Articles of Organization

Commonwealth Technology LLC

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia, the undersigned states as follows:

Article I

The name of the limited liability company (the ‘‘Company”) is Commonwealth Technology LLC.

Article II

A. The name of the Company’s initial registered agent is Cogency Global Inc. 150930-8

B. The initial registered agent is a domestic or foreign stock corporation authorized to transact business in Virginia.

Article III

A. The Company’s initial registered office address, which is identical to the business office of the initial registered agent, is 250 Browns Hill Court. Midlothian, VA 23114.

B. The registered office is located in the county of Chesterfield.

Article IV

The company’s principal office address is 5875 Barclay Drive, Alexandria, VA 22315.

Signature of Organizer:

Signature	Printed Name	Date
/s/ Brian Fisher	Brian Fisher	August 22, 2018

EX-3.91

Exhibit 3.91

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

COMMONWEALTH TECHNOLOGY, INCORPORATED

ARTICLE 1

NAME

The name of the corporation is Commonwealth Technology, Incorporated (the “Corporation”).

ARTICLE 2

PURPOSES

The purposes for which the Corporation is formed are:

(a) To carry on a business of performing mechanical, electro-mechanical, and electronic research and development and the production and sale of manufactured products.

(b) To enter into partnership agreements with other corporations, firms and individuals and to do all and everything necessary, suitable, and proper for the accomplishment of any of the purposes or attainment of any of the objects or the furtherance of any of the powers mentioned, either alone or in association with any of the other corporations, firms or individuals, to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the aforesaid business or powers of any part or parts thereof, provided the same is not inconsistent with the laws under which the Coiporation is organized.

(c) To transact any business not prohibited by law or required to be stated herein by the Virginia Stock Corporation Act.

ARTICLE 3

AUTHORIZED CAPITAL

The Corporation shall be authorized to issue no more than 54,000 shares of common stock.

Executed August 18, 2011

ARTICLE 4

BOARD OF DIRECTORS

1. Number of Directors. The number of Directors shall be as specified in the bylaws of the Corporation. Such number may be increased or decreased from time to time in such manner as may be prescribed in the bylaws of the Corporation.

2. Staggered Board. Commencing with the fiscal year 2012 annual meeting of shareholders (or by unanimous written consent in lieu thereof), the Board of Directors shall be divided into three classes, Class L Class II, and Class III. Initially, there shall be two Directors in Class I, two Directors in Class II, and one Director in Class III. The initial term of each class of Directors shall expire at the annual meeting of shareholders to be held in the following fiscal years: Class I - 2016; Class II - 2015; and Class III - 2014. At each annual meeting of shareholders after the fiscal year 2012 annual meeting of shareholders, the successors to the class of directors whose term shall then expire shall be elected for a three-year term. When the number of directors is changed, any newly-created directorships or any decrease in directorships shall be so apportioned among the classes by the Board of Directors as to make all classes as nearly equal in number as possible; provided, however, that no decrease in the number of directors shall shorten or terminate the term of any incumbent Director.

3. Reelection. Directors may run for reelection.

ARTICLE 5

LIMITATION OF LIABILITY AND INDEMNIFICATION

1. Limitation of Liability. In any proceeding brought by or in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, no director or officer of the Corporation shall be liable to the Corporation or its shareholders for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of this Article, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.

Executed August 18, 2011

2. Indemnification.

(a) The Corporation shall indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or (ii) any director or officer who is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. A person is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to the participants in or beneficiaries of the plan. The Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested Directors, to enter into a contract to indemnify any Director or officer in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

(b) The provisions of this Article shall be applicable to all proceedings commenced after the adoption hereof by the shareholders of the Corporation, arising from any act or omission, whether occurring before or after such adoption, upon a determination pursuant to Virginia law, as it may be amended from time to time, that indemnification is permissible under the circumstances. No amendment or repeal of this Article shall have any effect on the rights provided under this Article with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to make any indemnity under this Article and shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any such director officer, employee or agent in connection with such actions and determinations or proceedings of any kind arising therefrom.

(c) The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in Section (2)(a) or (b) of this Article.

Executed August 18, 2011

(d) Any indemnification under Section (2)(b) of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the applicant is proper in the circumstances because he has met the applicable standard of conduct set forth in Section (2)(b).

The determination shall be made:

(i)    By the Board of Directors by a majority vote of a quorum consisting of Directors not at the time parties to the proceeding;

(ii)    If a quorum cannot be obtained under subsection (i) of this Section, by majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are parties may participate), consisting solely of two or more Directors not at the time parties to the proceeding;

(iii)    By special legal counsel:

(1)    Selected by the Board of Directors or its committee in the manner prescribed in subsection (i) or (ii) of this Section; or

(2)    If a quorum of the Board of Directors cannot be obtained under subsection (i) of this Section and a committee cannot be designated under subsection (ii) of this Section, selected by majority vote of the full Board of Directors, in which selection Directors who are parties may participate; or

(iv)    By the shareholders, but shares owned by or voted under the control of Directors who are at the time parties to the proceeding may not be voted on the determination.

Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such evaluation as to reasonableness of expenses shall be made by those entitled under subsection (iii) of this Section (2)(d) to select counsel.

Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to this Article shall be made by special legal counsel agreed upon by the Board of Directors and the applicant. If the Board of Directors and the applicant are unable to agree upon such special legal counsel the Board of Directors and the applicant each shall select a nominee, and the nominees shall select such special legal counsel.

Executed August 18, 2011

(e)    (i)    The Corporation may pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under Section (2)(d) if the applicant furnishes the Corporation:

(1)    a written statement of his good faith belief that he has met the standard of conduct described in Section (2)(b); and

(2)    a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet such standard of conduct.

(ii)    The undertaking required by paragraph (2) of subsection (i) of tins Section shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment.

(ii)    Authorizations of payments under this Section shall be made by the persons specified in Section (2)(d).

(f)    The Board of Directors is hereby empowered, by majority vote of a quorum consisting of disinterested Directors, to cause the Corporation to indemnify or contract to indemnify any person not specified in Section (1) or Section (2)(a) of this Article who was, is or may become a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of tire Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section (2)(a). The provisions of Sections (2)(b) through (e) of this Article shall be applicable to any indemnification provided hereafter pursuant to this Section (2)(f).

(g)    The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against

Executed August 18, 2011

any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article.

(h)    Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article. Such rights shall not prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, bylaws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the directors of the Corporation shall be a party to or beneficiary of any such agreements, bylaws or arrangements); provided, however, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article or applicable laws of the Commonwealth of Virginia.

ARTICLE 6

DURATION

The duration of the Corporation is to be perpetual.

Executed August 18, 2011

EXHIBIT A

AMENDED AND RESTATED ARTICLES OF INCORPORATION

See attached.

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

COMMONWEALTH TECHNOLOGY, INCORPORATED

ARTICLE 1

NAME

The name of the corporation is Commonwealth Technology, Incorporated (the “Corporation”).

ARTICLE 2

PURPOSES

The purposes for which the Corporation is formed are:

(a) To carry on a business of performing mechanical, electro-mechanical, and electronic research and development and the production and sale of manufactured products.

(b) To enter into partnership agreements with other corporations, firms and individuals and to do all and everything necessary, suitable, and proper for the accomplishment of any of the purposes or attainment of any of the objects or the furtherance of any of the powers mentioned, either alone or in association with any of the other corporations, firms or individuals, to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the aforesaid business or powers of any part or parts thereof, provided the same is not inconsistent with the laws under which the Corporation is organized.

(c) To transact any business not prohibited by law or required to be stated herein by the Virginia Stock Corporation Act.

ARTICLE 3

AUTHORIZED CAPITAL

The Corporation shall be authorized to issue no more than 54,000 shares of common stock.

Executed August 18, 2011

ARTICLE 4

BOARD OF DIRECTORS

1. Number of Directors. The number of Directors shall be as specified in the bylaws of the Corporation. Such number may be increased or decreased from time to time in such manner as may be prescribed in the bylaws of the Corporation.

2. Staggered Board. Commencing with the fiscal year 2012 annual meeting of shareholders (or by unanimous written consent in lieu thereof), the Board of Directors shall be divided into three classes, Class I, Class II, and Class III. Initially, there shall be two Directors in Class I, two Directors in Class II, and one Director in Class III. The initial term of each class of Directors shall expire at the annual meeting of shareholders to be held in the following fiscal years: Class I - 2016; Class II - 2015; and Class III - 2014. At each annual meeting of shareholders after the fiscal year 2012 annual meeting of shareholders, the successors to the class of directors whose term shall then expire shall be elected for a three-year term. When the number of directors is changed, any newly-created directorships or any decrease in directorships shall be so apportioned among the classes by the Board of Directors as to make all classes as nearly equal in number as possible; provided, however, that no decrease in the number of directors shall shorten or terminate the term of any incumbent Director.

3. Reelection. Directors may run for reelection.

ARTICLE 5

LIMITATION OF LIABILITY AND INDEMNIFICATION

1. Limitation of Liability. In any proceeding brought by or in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, no director or officer of the Corporation shall be liable to the Corporation or its shareholders for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of this Article, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.

Executed August 18, 2011

2. Indemnification.

(a) The Corporation shall indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or (ii) any director or officer who is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. A person is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to the participants in or beneficiaries of the plan. The Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested Directors, to enter into a contract to indemnity any Director or officer in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

(b) The provisions of this Article shall be applicable to all proceedings commenced after the adoption hereof by the shareholders of the Corporation, arising from any act or omission, whether occurring before or after such adoption, upon a determination pursuant to Virginia law, as it may be amended from time to time, that indemnification is permissible under the circumstances. No amendment or repeal of this Article shall have any effect on the rights provided under this Article with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to make any indemnity under this Article and shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any such director officer, employee or agent in connection with such actions and determinations or proceedings of any kind arising therefrom.

(c) The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in Section (2)(a) or (b) of this Article.

Executed August 18, 2011

(d) Any indemnification under Section (2)(b) of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the applicant is proper in the circumstances because he has met the applicable standard of conduct set forth in Section (2)(b).

The determination shall be made:

(i)    By the Board of Directors by a majority vote of a quorum consisting of Directors not at the time parties to the proceeding;

(ii)    If a quorum cannot be obtained under subsection (i) of this Section, by majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are parties may participate), consisting solely of two or more Directors not at the time parties to the proceeding;

(iii)    By special legal counsel:

(1)    Selected by the Board of Directors or its committee in the manner prescribed in subsection (i) or (ii) of this Section; or

(2)    If a quorum of the Board of Directors cannot be obtained under subsection (i) of this Section and a committee cannot be designated under subsection (ii) of this Section, selected by majority vote of the full Board of Directors, in which selection Directors who are parties may participate; or

(iv)    By the shareholders, but shares owned by or voted under the control of Directors who are at the time parties to the proceeding may not be voted on the determination.

Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such evaluation as to reasonableness of expenses shall be made by those entitled under subsection (iii) of this Section (2)(d) to select counsel.

Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to this Article shall be made by special legal counsel agreed upon by the Board of Directors and the applicant. If the Board of Directors and the applicant are unable to agree upon such special legal counsel the Board of Directors and the applicant each shall select a nominee, and the nominees shall select such special legal counsel.

Executed August 18, 2011

(e)    (i)    The Corporation may pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under Section (2)(d) if the applicant furnishes the Corporation:

(1)    a written statement of his good faith belief that he has met the standard of conduct described in Section (2)(b); and

(2)    a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet such standard of conduct.

(ii)    The undertaking required by paragraph (2) of subsection (i) of this Section shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment.

(ii)    Authorizations of payments under this Section shall be made by the persons specified in Section (2)(d).

(f)    The Board of Directors is hereby empowered, by majority vote of a quorum consisting of disinterested Directors, to cause the Corporation to indemnify or contract to indemnify any person not specified in Section (1) or Section (2)(a) of this Article who was, is or may become a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section (2)(a). The provisions of Sections (2)(b) through (e) of this Article shall be applicable to any indemnification provided hereafter pursuant to this Section (2)(f).

(g)    The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against

Executed August 18, 2011

any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article.

(h)    Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article. Such rights shall not prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, bylaws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the directors of the Corporation shall be a party to or beneficiary of any such agreements, bylaws or arrangements); provided, however, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article or applicable laws of the Commonwealth of Virginia.

ARTICLE 6

DURATION

The duration of the Corporation is to be perpetual.

Executed August 18, 2011

ARTICLES OF RESTATEMENT

OF

THE ARTICLES OF INCORPORATION

OF

COMMONWEALTH TECHNOLOGY, INCORPORATED

Pursuant to Section 13.1-711 of the Code of Virginia (1950), as amended, the undersigned submits the following articles of restatement as follows:

1.    The name of the Corporation is Commonwealth Technology, Incorporated.

2.    The Articles of Incorporation of the Corporation (the “Articles of Incorporation”) are amended and restated by deleting the Articles of Incorporation in their entirety and substituting therefor the Amended and Restated Articles of Incorporation attached hereto as Exhibit A (the “Restated Articles”).

3.    The Restated Articles contain amendments to the Articles of Incorporation that require shareholder approval.

4.    The Restated Articles shall become effective upon issuance by the State Corporation Commission of a Certificate of Amendment.

5.    The foregoing amendments were adopted on August 18, 2011 by unanimous consent in writing in lieu of a meeting of the Corporation’s board of directors pursuant to Section 13.1-685 of the Virginia Stock Corporation Act.

6.    The foregoing amendments were adopted on August 18, 2011 by unanimous consent in writing in lieu of a meeting of the Corporation’s shareholders pursuant to Section 13.1-657 of the Virginia Stock Corporation Act.

These articles of restatement are executed this 11th day of January, 2012, in the name of the Corporation by the undersigned officer, who declares under the penalties of perjury that the facts stated herein are true.

COMMONWEALTH TECHNOLOGY, INCORPORATED
By:
	Paul C. McCann, President

16757454_1.DOC

EX-3.92

Exhibit 3.92

	COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION
	ARTICLES OF AMENDMENT CHANGING THE NAME OF A VIRGINIA LIMITED LIABILITY COMPANY By the Members

The undersigned, on behalf of the limited liability company set forth below, pursuant to § 13.1-1014 of the Code of Virginia, states as follows:

1. The current name of the limited liability company, as it appears on the records of the State Corporation Commission, is

    Commonwealth Technology LLC

2. The name of the limited liability company is changed to

    Commonwealth Technology Innovation LLC

(The name must contain the words limited company or limited liability company or the abbreviation L.C., LC, L.L.C. or LLC)

3. (See “Approval” Instructions for requisite vote.) The foregoing amendment was adopted by a vote of the members in accordance with the provisions of the Virginia Limited Liability Company Act on             03/26/2019            .

(date)

Executed in the name of the limited liability company by:

	03/26/2019
(signature)	(date)
Brian T. Fisher	Secretary
(printed name)	(title (e.g., manager or member))
(limited liability company’s SCC ID no. (optional))	(telephone number (optional))

CHECK IF APPLICABLE (see instructions):

☐ The person signing this document on behalf of the limited liability company has been delegated the right and power to manage the company’s business and affairs.

(The articles must be executed in the name of the limited liability company by any manager or other person who has been delegated the right and power to manage the business and affairs of the limited liability company, or if no managers or such other person has been selected, by any member of the limited liability company.)

PRIVACY ADVISORY: Information such as social security number, date of birth, maiden name, or financial institution account numbers is NOT required to be included in business entity documents filed with the Office of the Clerk of the Commission. Any information provided on these documents is subject to public viewing.

SEE INSTRUCTIONS ON THE REVERSE

UNANIMOUS WRITTEN CONSENT OF

SOLE SHAREHOLDER FOR

COMMONWEALTH TECHNOLOGY LLC

The undersigned, being the sole member of the board of directors (the “Board of Directors”) of Commonwealth Technology, a Virginia Limited Liability Corporation (the “LLC”), hereby unanimously adopts, in accordance with Section 13.1-1022 of the Virginia Limited Liability Company Act and the Bylaws of the LLC, the following resolutions by unanimous written consent, said actions to have the same force and effect as if adopted at a meeting of the Board of Directors of the LLC duly called, noticed and held:

WHEREAS, the Board of Directors has determined it is in the best interests of the LLC to amend the Articles of Organization of the LLC,

NOW, THEREFORE, BE IT RESOLVED, that Article 1 of the Articles of Organization is hereby amended to change the name of the LLC from “Commonwealth Technology LLC” to “Commonwealth Technology Innovation LLC.”

This Consent is executed and acknowledged by the undersigned, being the sole shareholder of the LLC, as of the 26^th day of March, 2019.

Each director by signing this unanimous written consent of the Board of Directors waives notice of the time, place and purpose of a Board of Directors’ meeting and agrees to the transaction of business contained herein by unanimous written consent in lieu of a Board of Directors’ meeting. The signatories direct that this unanimous written consent be inserted into the LLC’s minute book promptly after its full execution.

[Signatures follow on next page]

IN WITNESS WHEREOF, the undersigned have executed this unanimous written consent of the Board of Directors effective as of March 26, 2019.

Steve Schorer

Director

2

EX-3.93

Exhibit 3.93

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

COMMONWEALTH TECHNOLOGY INNOVATION LLC

This Limited Liability Company Operating Agreement (this “Agreement”) of Commonwealth Technology Innovation LLC, a Virginia limited liability company (the “Company”), is made and entered into as of July 20, 2020, by MacAulay-Brown, Incorporated, an Ohio corporation, as the sole member (the “Member”) of the Company.

The Member, by execution of this Agreement is to provide for the rights, obligations and interests of the Member relative to the Company and the terms and conditions on which the Company will conduct its business, and the Member declares the following to be the operating agreement of the Company:

Section 1.    Formation.

The Company was organized as a Virginia limited liability company by the filing of the Articles of Organization with the State Corporation Commission of the Commonwealth of Virginia on August 23, 2018 under the name Commonwealth Technology LLC and on March 27, 2019 changed its name to Commonwealth Technology Innovation LLC, all in accordance with Chapter 12 of the Virginia Limited Liability Company Act, as amended from time to time (the “Act”).

Section 2.    Name.

The name of the limited liability company is Commonwealth Technology Innovation LLC, or such other name as may hereafter be determined by the Member.

Section 3.    Principal Business Office.

The principal business office of the Company shall be at such place as the Member may designate from time to time, which need not be in Virginia.

Section 4.    Registered Office/Registered Agent.

The registered agent of the Company shall be Cogency Global, Inc. and the registered mailing address of the Company in Virginia shall be 250 Browns Hill Court, Midlothian, VA 23114, Henrico County, or such other office (which need not be a place of business of the Company) as may hereafter be determined by the Member.

Section 5.    Membership Certificates.

The Company is hereby authorized, but not required, to issue certificates representing the ownership of units in the Company (each, a “Unit”) in accordance with the Act. Pursuant to Virginia Uniform Commercial Code Sec. 8-103(c), all Units in the Company shall be considered securities governed by Article 8 of the Virginia Uniform Commercial Code, whether or not the Units are certificated.

Section 6.    Purposes.

The purposes of the Company are to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the Commonwealth of Virginia or that are related or incidental to or necessary, convenient or advisable for the accomplishment of the above-mentioned purposes. The existence of the Company as a separate legal entity shall continue until filing of the Company’s Articles of Dissolution in accordance with this Agreement of the Act.

Section 7.    Powers.

The Company, and the Member on behalf of the Company, shall have and exercise (i) all powers necessary, convenient or incidental to accomplish the purposes of the Company as set forth in Section 6 above and (ii) all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Section 8.    Member.

MacAulay-Brown, Inc. is the sole member of the Company. The term “member” shall also include any person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company. The Member shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Act and the express terms of this Agreement.

Section 9.    Management.

In accordance with the Act, management of the Company shall be vested exclusively in and exercised by, or under the authority of, the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers statutory or otherwise, possessed by members of a limited liability company under the Act.

Section 10.    Officers.

(a)    Officers. The Member may appoint officers of the Company from time to time. Unless otherwise specified, officers shall have the duties and responsibilities which officers of corporations with similar titles have under Virginia law.

(b)    Officers as Agents. The officers, to the extent of their powers are not limited by the Member, are agents of the Company for the purpose of the Company’s business and, subject to Section 9, the actions of the officers taken in accordance with such powers shall bind the Company.

(c)    Books and Records; Expenses. The officers of the Company shall procure the proper books, including a minute book, and books of account required by the statutes of the Commonwealth of Virginia, or necessary or appropriate to the business of the Company, and shall

also pay all charges and expenses incident to or arising out of the commencement of its business and to reimburse any person who has made any disbursements thereof. The Company’s books and records shall be maintained at the principal office of the Company, except as otherwise required by the Member.

(d)    Tax Returns. The officers of the Company shall execute on behalf of the Company any and all tax returns, return extension requests, tax settlements and compromises and any and all tax forms, documents and instruments that relate to the tax affairs of the Company.

(e)    Banking Resolutions. The Company hereby adopts, and the officers of the Company shall execute, any standard form of resolution required by any banking institution relating to financial services provided by such banking institution to the Company; and each officer is authorized to certify the adoption of any such resolution and is directed to record any resolutions so certified in the Company’s minute book.

(f)    Qualification to do Business. For the purpose of authorizing the Company to do business in any state. territory or dependency of the United States or any foreign country in which it is necessary or expedient for the Company to transact business, the officers of the Company are authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices, to obtain, make and file all necessary certificates, reports, licenses, permits, powers of attorney and other instruments, and to take any other action as may be required by the laws of such state, territory, dependency or country or as is otherwise necessary or expedient to authorize the Company to transact business therein, and whenever it is necessary or expedient for the Company to cease doing business therein and withdraw therefrom, to revoke any appointment of agent or attorney for service of process, to file such certificates, reports, revocations of appointment or surrenders of authority as may be necessary to terminate the authority of the Company to do business in any such jurisdiction, and to take any other action necessary or expedient to effectuate such cessation of business and withdrawal.

Section 11.    Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities or the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

Section 12.    Capital Contributions.

The Member’s capital contribution is as set forth in the books and records of the Company. The Member is not obligated to make additional or subsequent capital contributions.

Section 13.    Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

Section 14.    Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or any other applicable law.

Section 15.    Other Business.

The Member and any affiliate of the Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

Section 16.    Exculpation and Indemnification.

(a)    None of the Member, the organizer, the officers any authorized person or any of their respective officers, members, shareholders, partners, employees, representatives, agents or affiliates (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be liable to the Company or any other person that is a parry to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or breach of the implied covenant of good faith and fair dealing created by the Act or under applicable law.

(b)    To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence, willful misconduct breach of the implied covenant of good faith and fair dealing created by the Act or under applicable law, with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 by the Company shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

(c)    To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand,

action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

(d)    A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

(e)    To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

(f)    If any Covered Person becomes involved in any capacity in any action, proceeding or investigation in connection with this Agreement or the Company’s business or affairs, whether or not pending or threatened and whether or not any Covered Person is a party thereto, the Company will pay such reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith; provided, that, such Covered Person shall provide the Company with an undertaking to promptly repay to the Company the amount of any such reimbursed expenses paid to him, her or it to the extent that it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation. If for any reason (other than by reason of the exclusions from indemnification hereinabove set forth) the foregoing indemnification is unavailable to such Covered Person, or insufficient to hold him harmless, then the Company shall contribute to the amount paid or payable by such Covered Person as a result of such loss, damage or claim in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by such Covered Person on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. ·

(g)    The foregoing provisions of this Section 16 shall survive any termination of this Agreement.

Section 17.    Assignments.

The Member may assign, in whole or in part, its limited liability company interest in the Company (and related Unit). If the Member transfers all of its interest in the Company pursuant to this Section 17, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission. the transferor Member shall cease to be a member of the Company.

Section 18.    Admission of Additional Members.

One or more additional members may be admitted to the Company with the written consent of the Member.

Section 19.    Dissolution.

(a)    The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (i) the written consent or the Member, (ii) the bankruptcy, dissolution or withdrawal of the Member, unless the Member simultaneously with such withdrawal transfers all of its limited liability company interests in the Company to another person or entity who agrees to assume thereafter all rights, obligations, and liabilities of the Member for all purposes under this Agreement, (iii) the sale of all or substantially all of the Company’s assets or (iv) the entry of decree of judicial dissolution under the Act.

(b)    In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in the Act.

Section 20.    Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

Section 21.    Entire Agreement.

This Agreement constitutes the entire agreement with respect to the subject matter hereof and supercedes all prior agreements with respect to the subject matter hereof.

Section 22.    Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

Section 23.    Governing Law.

This Agreement shall be governed exclusively by and construed under the internal laws of the Commonwealth of Virginia (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Section 24.    Amendments.

This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed by the Member.

Section 25.    Fiscal Year. The fiscal year means the fiscal year of the Company, as determined by the Member.

Section 26.    Rules of Construction.

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

Section 27.    Member Organizational Documents.

The right of the Member or officers of the Company to take certain actions specified herein is subject to compliance with the Member Organizational Documents in all respects.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first set forth above.

MEMBER:
MACAULAY-BROWN, INC.
By:	/s/ Brian T. Fisher
Name:	Brian T. Fisher
Title:	General Counsel

[Signature page to LLC Operating Agreement of Commonwealth Technology Innovation LLC]

EX-3.94

Exhibit 3.94

Articles of Incorporation

11/1/2007

ARTICLES OF INCORPORATION FOR A STOCK CORPORATION

FIRST: The undersigned	Daniela Balan
whose address is	c/o LegalZoom, 7083 Hollywood Blvd., Suite 180, Los Angeles, CA 90028

	, being at least eighteen years of age, do(es) hereby
form a corporation under the laws of the State of Maryland.

SECOND: The name of the corporation is     Enlighten IT Consulting Inc.

THIRD: The purposes for which the corporation is formed are as follows:

Information Technology

Provide Computer and networking support

FOURTH: The street address of the principal office of the corporation in Maryland is

102 Georgia Ave. N.E., Glen Burnie, Maryland 21060

  FIFTH: The name of the resident agent of the corporation in Maryland is     National Registered Agents, Inc. of MD                                     

whose address is      836 Park Avenue, 2nd Floor, Baltimore, MD 21201

SIXTH: The corporation has authority to issue             100             shares at         $100.00         par value per share.

SEVENTH: The number of directors of the corporation shall be        1         which number may be increased or decreased pursuant to the bylaws of the corporation, and so long as there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders, and the name(s) of the director(s) who shall act until the first meeting or until their successors are duly chosen and qualified is/are                        

Shawn D. Justice

IN WITNESS WHEREOF, I have signed these articles and acknowledge the same to be my act.	I hereby consent to my designation in this document as resident agent for this corporation.
SIGNATURE(S) OF INCORPORATOR(S):	SIGNATURE OF RESIDENT AGENT LISTED IN FIFTH:
Daniela Balan	National Registered Agents, Inc. of MD
	By: Jacob Varghese, Authorized Officer
RETURN TO: Daniela Balan
7083 Hollywood Blvd., Suite 180
Los Angeles, CA 90028

Articles of Amendment

3/31/2008

State of Maryland		Martin O’Malley    Governor
Department of Assessments and Taxation		C. John Sullivan, Jr. Director
Charter Division		Paul B. Anderson    Administrator

Date: 04/07/2008

JAMES BRASWELL

111 GEORGIA AVE NE

GLEN BURNIE MD 21060-6830

THIS LETTER IS TO CONFIRM ACCEPTANCE OF THE FOLLOWING FILING:

ENTITY NAME	:	ENLIGHTEN IT CONSULTING INC.
DEPARTMENT ID	:	D12217592
TYPE OF REQUEST	:	ARTICLES OF AMENDMENT
DATE FILED	:	03-31-2008
TIME FILED	:	08:59 AM
RECORDING FEE	:	$100.00
EXPEDITED FEE	:	$50.00
FILING NUMBER	:	1000361996211714
CUSTOMER ID	:	0002112386
WORK ORDER NUMBER	:	0001555424

PLEASE VERIFY THE INFORMATION CONTAINED IN THIS LETTER. NOTIFY THIS DEPARTMENT IN WRITING IF ANY INFORMATION IS INCORRECT. INCLUDE THE CUSTOMER ID AND THE WORK ORDER NUMBER ON ANY INQUIRIES.

Charter Division

Baltimore Metro Area (410) 767-1350

Outside Metro Area (888) 246-5941

301 West Preston Street-Room 801-Baltimore, Maryland 21201-2395 Telephone (410)767-4950 / Toll free in Maryland (888)246-5941 MRS (Maryland Relay Service) (800)735-2258 TT/Voice- Fax (410)333-7097 Website: www.dat.state.md.us 0005098208   CACCPT

ENTITY TYPE:	ORDINARY BUSINESS - STOCK
STOCK:	Y
CLOSE:	N
EFFECTIVE DATE:	03-31-2008
PRINCIPAL OFFICE:	102 GEORGIA AVE NE
	GLEN BURNIE                                     MD 21060
RESIDENT AGENT:	NATIONAL REGISTERED AGENTS, INC. OF MD.
	SECOND FLOOR
	836 PARK AVENUE
	BALTIMORE                                         MD 21201

ARTICLES OF AMENDMENT

OF

ENLIGHTEN IT CONSULTING INC.

D12217592

ENLIGHTEN IT CONSULTING INC. (the “Corporation”) a Maryland Corporation hereby certifies to the State Department of Assessments and Taxation of Maryland that the Articles of Incorporation of the Company is hereby amended as follows:

FIRST, the Articles of Incorporation of the Corporation are hereby amended by deleting, in its entirety, ARTICLE THIRD and inserting the following in lieu thereof:

“THIRD, The nature of the business and the objects and purposes to be transacted, promoted and carried on are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

(a) To engage in the business of information technology and to provide computer support and networking support; and,

(b) To do any and all other corporate acts permitted or authorized under the general corporate law of Maryland, and the laws of the United States of America, including but not limited to those enumerated as General Powers by §2-103 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, or under any similar statutes or laws of any state in which the Corporation is registered or authorized to conduct business from time to time.

SECOND, the Articles of Incorporation of the Corporation are hereby amended by deleting, in its entirety, ARTICLE SIXTH and inserting the following in lieu thereof:

“SIXTH, The Corporation shall have the authority to issue a total of Hundred (100) shares of Capital Stock of no par value, all of which stock shall be classified as voting common stock.”

THIRD, the Articles of Incorporation of the Corporation are hereby amended by inserting the following as Articles Eighth through Sixteenth:

“EIGHT: The Corporation is to have perpetual existence.

NINTH: The Corporation shall be managed by the Board of Directors, which shall exercise all powers conferred under the laws of the State of Maryland and of the United States of America including without limitation the power:

(a) To hold meetings, to have one or more offices, and to keep the books of the Corporation, except as otherwise expressly provided by law, at such places, whether within or without the State of Maryland, as may from time to time be designated by the Board;

1

(b) To make, alter, and repeal Bylaws of the Corporation, pursuant to the power granted in §2-109(b) of the Corporations and Associations Article of the Annotated Code of Maryland;

(c) To determine whether and to what extent and at what times and places and under what circumstances, conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have the right to inspect any account, record, book, or document of the Corporation, except as conferred by the laws of the State of Maryland or as authorized by the Board;

(d) To declare and pay dividends upon the shares of capital stock of the Corporation either out of net assets in excess of capital or, in case there shall be no excess, out of net profits for the fiscal year then current or the preceding fiscal year, and to direct the use and disposition of such net assets in excess of capital and of such net profits, all in accordance with the provisions of the laws of the State of Maryland;

(e) To fix and determine from time to time an amount to be set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for working capital or any other proper purpose or to abolish any such reserve or reserves;

(f) To make any lawful disposition of any paid-in or capital surplus, or create any reserves out of the same, or charge to the same organization expenses or other similar expenses properly chargeable to capital account;

(g) To use or apply any funds of the Corporation lawfully available therefor for the purchase or acquisition of shares of the capital stock or bonds or other securities of the Corporation, in the market or otherwise, at such price as may be fixed by the Board, and to such extent and in such manner and for such purposes and upon such terms as the Board may deem expedient and as may be permitted by law.

TENTH: Except as may otherwise be provided by the Board of Directors of the Corporation, no holder of any shares of the stock of the Corporation shall have any pre-emptive right to purchase, subscribe for, or otherwise acquire any shares of Stock of the Corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire such shares.

ELEVENTH: The shareholders of the corporation shall not have cumulative voting rights.

TWELFTH: From time to time any of the provisions of these Articles of Incorporation may be amended, altered or repealed by the Board of Directors, and other provisions authorized by the laws of the State of Maryland at the time in force may be added or inserted in the manner and at the time prescribed by said laws by the Board of Directors, and all rights at any time conferred upon the stockholders of the Corporation by these Articles of Incorporation are granted subject to the provisions of this Section.

THIRTEENTH: Pursuant to §2-105(9) of the Corporations and Associations Article of the

2

Annotated Code of Maryland, the Board of Directors reserves the right to and may classify or reclassify any unissued stock from time to time by setting or changing the preferences, conversion or other rights, voting power, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of the stock. Further, the Board shall have authority to issue Articles Supplementary for such purposes in accordance with §2-208. Pursuant to the authority granted in §3-201 of the Corporations and Associations Article, the corporation specifically reserves the right to amend its charter in a manner which may alter the contract rights of any outstanding stock without stockholders having the right to demand and receive payment of fair value of their shares under §3-202.

FOURTEENTH: Pursuant to §2-204(b) of the Corporations and Associations Article of the Annotated Code of Maryland, the Board of Directors may authorize the issuance of additional stock or convertible securities without stockholder approval, and pursuant to §2-204(c), the Board may authorize the issuance of stock dividends without stockholder approval.

FIFTEENTH: Directors, Officers, Employees and/or Agents of the Corporation shall be entitled to indemnification in accordance with the terms, conditions and procedures of §2-418 of the Corporations and Associations Article of the Annotated Code of Maryland.

SIXTEENTH: No director of the Corporation shall be liable to the Corporation or to its stockholders for money damages except (1) to the extent that it is proved that such director actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (2) to the extent that a judgment or other final adjudication adverse to such director is entered in a proceeding based on a finding in the proceeding that such director’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.”

These amendments to the Articles of Incorporation of the Company have been approved by the unanimous consent of the director. No stock has been issued.

Shawn D. Justice, Director

IN WITNESS WHEREOF, we the undersigned have signed these Articles of Amendment on behalf of the Corporation this 27 day of March, 2008.

Shawn D. Justice, President	Tobbi L. Seitz, Secretary
Return Address: James C. Braswell, Esquire 111 Georgia Avenue Glen Burnie, MD 21060

3

Articles of Conversion

12/21/2016

State of Maryland Department of Assessments and Taxation			Larry Hogan Governor Sean P. Powell Director
Charter Division
		Date: 12/23/2016

HYLIND SEARCH COMPANY
245 W CHASE ST
BALTIMORE MD 21201-4823
THIS LETTER IS TO CONFIRM ACCEPTANCE OF THE FOLLOWING FILING:
ENTITY NAME	:  ENLIGHTEN IT CONSULTING LLC
DEPARTMENT ID	:  W17681883
TYPE OF REQUEST	:  ARTICLES OF CONVERSION
DATE FILED	:  12-21-2016
TIME FILED	:  03:49 PM
RECORDING FEE	:  $100.00
EXPEDITED FEE	:  $50.00
FILING NUMBER	:  1000362009957863
CUSTOMER ID	:  0003498537
WORK ORDER NUMBER	:  0004715114

PLEASE VERIFY THE INFORMATION CONTAINED IN THIS LETTER. NOTIFY THIS DEPARTMENT IN WRITING IF ANY INFORMATION IS INCORRECT. INCLUDE THE CUSTOMER ID AND THE WORK ORDER NUMBER ON ANY INQUIRIES.

Charter Division

Baltimore Metro Area (410) 767-1350

Outside Metro Area (888) 246-5941

	0010449270
301 West Preston Street-Room 801-Baltimore, Maryland 21201-2395
Telephone (4/0)767-4950/Toll free in Maryland (888)246-5941	CACCPT
MRS (Maryland Relay Service) (800)735-2258 TT/Voice
Website: wvw.dat.maryland.gov

ENTITY TYPE:	ENTITIES OTHER THAN CORPORATIONS
EFFECTIVE DATE:	12-21-2016
PRINCIPAL OFFICE:	SUITE 300
	991 CORPORATE BLVD.
	LINTHICUM HEIGHTS MD 21090
RESIDENT AGENT:	SHAWN D. JUSTICE
	SUITE 300
	991 CORPORATE BLVD.
	LINTHICUM HEIGHTS MD 21090

COMMENTS:

THIS INDICATES CONVERSION TO:

SURVIVOR:

(W17681883)         ENLIGHTEN IT CONSULTING LLC.

CONVERTED ENTITY:

(D12217592)         ENLIGHTEN IT CONSULTING INC.

ARTICLES OF CONVERSION

OF

ENLIGHTEN IT CONSULTING INC.

A MARYLAND CORPORATION

INTO

ENLIGHTEN IT CONSULTING LLC

A MARYLAND LIMITED LIABILITY COMPANY

(Pursuant to the Section 3-901 et seq. of the Maryland General Corporation Code)

The undersigned corporation DOES HEREBY CERTIFY THAT:

1. The name of the Maryland corporation is Enlighten IT Consulting Inc.

2. The date of the filing of the original articles of incorporation with the Maryland State Department of Assessments and Taxation is November 5, 2007.

3. The name of the Maryland limited liability company to which the Maryland corporation will be converted is Enlighten IT Consulting LLC and the place of organization is Maryland. ·

4. The principal office of the Enlighten IT Consulting LLC, the Maryland limited liability company, in Maryland is 991 Corporate Blvd, Suite 300, Linthicum Heights, MD 21090.

5. The name and address of the registered agent of Enlighten IT Consulting LLC, the Maryland limited liability company, in the State of Maryland are Shawn D. Justice and 991 Corporate Blvd, Suite 300, Linthicum Heights, MD 21090.

6. The conversion referred to in these Articles of Conversion has been approved by the board of directors and the sole stockholder of Enlighten IT Consulting Inc., the Maryland corporation, in accordance with the provisions of Subtitle 9 of the Maryland General Corporation Law.

7. Upon the effective time specified in Paragraph 8 below, the sole stockholder’s one hundred percent (100%) ownership of the issued and outstanding common stock of Enlighten IT Consulting Inc, the Maryland corporation, immediately prior to the effective time shall automatically convert into a one hundred percent (100%) ownership of the membership interest in Enlighten IT Consulting LLC, the Maryland limited liability company.

8. The effective date of these Articles of Conversion shall be the date filed with the Maryland Department of Assessments & Taxation.

[Remainder of Page Intentionally left Blank]

ARTICLES OF ORGANIZATION

OF

ENLIGHTEN IT CONSULTING LLC

Pursuant to a Certificate of Conversion, filed simultaneously herewith, whereby Enlighten IT Consulting Inc., a Maryland corporation, is converting to a Maryland limited liability company to be known as Enlighten IT Consulting LLC, the undersigned being duly authorized to execute and file these Articles of Organization for record with the Maryland State Department of Assessments and Taxation, hereby certifies that the following are adopted as the Articles of Organization of Enlighten IT Consulting LLC.

ARTICLE I

The name of the Maryland limited liability company (hereinafter referred to as the “Company”) is Enlighten IT Consulting LLC.

ARTICLE II

The purpose for which the Company is formed is to engage in any lawful business permitted by the Maryland Limited Liability Company Act, as amended from time to time.

ARTICLE III

The address of the principal office of the Company in the State of Maryland is 991 Corporate Blvd, Suite 300, Linthicum Heights, MD 21090.

ARTICLE IV

The name and address of the initial registered agent of the Company in the State of Maryland Shawn D. Justice, 991 Corporate Blvd, Suite 300, Linthicum Heights, MD 21090.

Dated as of the 20th day of December, 2016

By:
	Ashley Thurman
	Organizer
	Bass, Beny & Suns PLC
	150 Third Ave South, Ste. 2800
	Nashville, TN 37206

I, Shawn D. Justice, do hereby consent to net as resident agent in Maryland for Enlighten IT Consulting LLC.

By:
	Shawn D. Justice
	Resident Agent
	991 Corporate Blvd, Ste. 300
	Linthicum Heights, MD 21090

21028671.1

Articles of Organization

12/21/2016

STATE OF MARYLAND

Department of Assessments and Taxation

I, MICHAEL L. HIGGS OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, DO HEREBY CERTIFY THAT THE DEPARTMENT, BY LAWS OF THE STATE, IS THE CUSTODIAN OF THE RECORDS OF THIS STATE RELATING TO LIMITED LIABILITY COMPANIES , OR THE RIGHTS OF LIMITED LIABILITY COMPANIES TO TRANSACT BUSINESS IN THIS STATE, AND THAT I AM THE PROPER OFFICER TO EXECUTE THIS CERTIFICATE.

I FURTHER CERTIFY THAT ENLIGHTEN IT CONSULTING LLC, REGISTERED DECEMBER 21, 2016, IS A LIMITED LIABILITY COMPANY EXISTING UNDER AND BY VIRTUE OF THE LAWS OF THE STATE OF MARYLAND, AND THAT THE LIMITED LIABILITY COMPANY IS AT THE TIME OF THIS CERTIFICATE IN GOOD STANDING TO TRANSACT BUSINESS.

IN WITNESS WHEREOF, I HAVE HEREUNTO SUBSCRIBED MY SIGNATURE AND AFFIXED THE SEAL OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND AT BALTIMORE ON THIS DECEMBER 23, 2016.

Michael L. Higgs

Deputy Director

301 West Preston Street, Baltimore, Maryland 21201

Telephone Balto. Metro (410) 767-1340 / Outside Balto. Metro (888) 246-5941

MRS (Maryland Relay Service) (800) 735-2258 TT/Voice

Fax (410) 333-7097

crblnk R0010449393

State of Maryland Department of Assessments and Taxation   Charter Division Larry Hogan Governor   Sean P. Powell Director

Date: 12/23/2016

HYLIND SEARCH COMPANY

245 W CHASE ST

BALTIMORE MD 21201-4823

THIS LETTER IS TO CONFIRM ACCEPTANCE OF THE FOLLOWING FILING:

ENTITY NAME	:	ENLIGHTEN IT CONSULTING LLC
DEPARTMENT ID	:	W17681883
TYPE OF REQUEST	:	ARTICLES OF ORGANIZATION
DATE FILED	:	12-21-2016
TIME FILED	:	03:48 PM
RECORDING FEE	:	$100.00
EXPEDITED FEE	:	$50.00
FILING NUMBER	:	1000362009957814
CUSTOMER ID	:	0003498537
WORK ORDER NUMBER	:	0004715114

PLEASE VERIFY THE INFORMATION CONTAINED IN THIS LETTER. NOTIFY THIS DEPARTMENT IN WRITING IF ANY INFORMATION IS INCORRECT. INCLUDE THE CUSTOMER ID AND THE WORK ORDER NUMBER ON ANY INQUIRIES. EVERY YEAR THIS ENTITY MUST FILE A PERSONAL PROPERTY RETURN IN ORDER TO MAINTAIN ITS EXISTENCE EVEN IF IT DOES NOT OWN PERSONAL PROPERTY. THE RETURN IS FOUND ON THE SDAT WEBSITE.

Charter Division

Baltimore Metro Area (410) 767-1350

Outside Metro Area (888) 246-5941

301 West Preston Street-Room 801-Baltimore, Maryland 21201-2395	0010449263
Telephone (410) 767-4950 / Toll free in Maryland (888) 246-5941
MRS (Maryland Relay Service) (800) 735-2258 TT/Voice	CACCPT
Website: www.dat.maryland.gov

ENTITY TYPE:	ENTITIES OTHER THAN CORPORATIONS
EFFECTIVE DATE:	12-21-2016
PRINCIPAL OFFICE:	SUITE 300
	991 CORPORATE BLVD.
	LINTHICUM HEIGHTS MD 21090
RESIDENT AGENT:	SHAWN D. JUSTICE
	SUITE 300
	991 CORPORATE BLVD.
	LINTHICUM HEIGHTS MD 21090

EX-3.95

Exhibit 3.95

ARTICLES OF CONVERSION

OF

ENLIGHTEN IT CONSULTING INC.

A MARYLAND CORPORATION

INTO

ENLIGHTEN IT CONSULTING LLC

A MARYLAND LIMITED LIABILITY COMPANY

(Pursuant to the Section 3-901 et seq. of the Maryland General Corporation Code)

The undersigned corporation DOES HEREBY CERTIFY THAT:

1.    The name of the Maryland corporation is Enlighten IT Consulting Inc.

2.    The date of the filing of the original articles of incorporation with the Maryland State Department of Assessments and Taxation is November 5, 2007.

3.    The name of the Maryland limited liability company to which the Maryland corporation will be converted is Enlighten IT Consulting LLC and the place of organization is Maryland.

4.    The principal office of the Enlighten IT Consulting LLC, the Maryland limited liability company, in Maryland is 991 Corporate Blvd, Suite 300, Linthicum Heights, MD 21090.

5.    The name and address of the registered agent of Enlighten IT Consulting LLC, the Maryland limited liability company, in the State of Maryland are Shawn D. Justice and 991 Corporate Blvd, Suite 300, Linthicum Heights, MD 21090.

6.    The conversion referred to in these Articles of Conversion has been approved by the board of directors and the sole stockholder of Enlighten IT Consulting Inc., the Maryland corporation, in accordance with the provisions of Subtitle 9 of the Maryland General Corporation Law.

7.    Upon the effective time specified in Paragraph 8 below, the sole stockholder’s one hundred percent (100%) ownership of the issued and outstanding common stock of Enlighten IT Consulting Inc, the Maryland corporation, immediately prior to the effective time shall automatically convert into a one hundred percent (100%) ownership of the membership interest in Enlighten IT Consulting LLC, the Maryland limited liability company.

8.    The effective date of these Articles of Conversion shall be the date filed with the Maryland Department of Assessments & Taxation.

[Remainder of Page Intentionally left Blank]

ARTICLES OF ORGANIZATION

OF

ENLIGHTEN IT CONSULTING LLC

Pursuant to a Certificate of Conversion, filed simultaneously herewith, whereby Enlighten IT Consulting Inc., a Maryland corporation, is converting to a Maryland limited liability company to be known as Enlighten IT Consulting LLC, the undersigned being duly authorized to execute and file these Articles of Organization for record with the Maryland State Department of Assessments and Taxation, hereby certifies that the following are adopted as the Articles of Organization of Enlighten IT Consulting LLC.

ARTICLE I

The name of the Maryland limited liability company (hereinafter referred to as the “Company”) is Enlighten IT Consulting LLC.

ARTICLE II

The purpose for which the Company is formed is to engage in any lawful business permitted by the Maryland Limited Liability Company Act, as amended from time to time.

ARTICLE III

The address of the principal office of the Company in the State of Maryland is 991 Corporate Blvd, Suite 300, Linthicum Heights, MD 21090.

ARTICLE IV

The name and address of the initial registered agent of the Company in the State of Maryland Shawn D. Justice, 991 Corporate Blvd, Suite 300, Linthicum Heights, MD 21090.

Dated as of the 20th day of December, 2016

By:
	Ashley Thurman
	Organizer
	Bass, Berry & Sims PLC 150Third Ave South, Ste. 2800
	Nashville, TN 37206

I, Shawn D. Justice, do hereby consent to act as resident agent in Maryland for Enlighten IT Consulting LLC.

By:
	Shawn D. Justice
	Resident Agent 991 Corporate Blvd, Ste. 300
	Linthicum Heights, MD 21090

21028671.1

EX-3.96

Exhibit 3.96

EX-3.97

Exhibit 3.97

EX-3.98

Exhibit 3.98

EX-3.99

Exhibit 3.99

THIRD AMENDED REGULATIONS

OF

MACAULAY-BROWN, INC.

ARTICLE I

Principal Office

The principal office of the Corporation shall be at such place within the city, village, or township specified in the Amended Articles of Incorporation as may be determined and designated from time to time by the Board of Directors.

ARTICLE II

Meetings of Shareholders

Section 1.     Annual Meeting. The annual meeting of shareholders for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting shall be held on the first business day in August of each year or on such other date as may be determined by the Board of Directors.

Section 2.     Special Meetings. Special meetings of the shareholders may be called by the Chairperson of the Board or President, or in the case of the President’s absence, death, or disability, the Vice President authorized to exercise the authority of the President, or by the Board of Directors by action at a meeting, or by a majority of the directors then in office acting without a meeting, and shall be called by the Chairperson of the Board or the Secretary upon written request of shareholders holding of record fifty percent (50%) or more of all shares outstanding and entitled to vote thereat. No business other than that specified in the notice shall be considered at any special meeting except with the unanimous consent of all shareholders entitled to receive notice of such meeting.

Section 3.     Place of Meetings. Meetings of shareholders shall be held at the principal office of the corporation, unless the Board of Directors determines that a meeting shall be held at some other place within or without the State of Ohio and causes the notice thereof to so state.

Section 4.     Notice of Meeting. Except as otherwise permitted by law, a written notice of each annual or special meeting stating the time and place and the purpose or purposes thereof shall be personally delivered or mailed postage prepaid to each shareholder of record entitled to notice of such meeting, not more than sixty (60) days nor less than seven (7) days before such meeting. If mailed, such notice shall be addressed to the shareholder at his address as it appears on the records of the Corporation. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

Notice of the time, place and purpose or purposes of any meeting of shareholders, whether required by law, the Amended Articles of Incorporation, or these Third Amended Regulations, may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filed with or entered upon the records of the meeting. The attendance of any shareholder at any such meeting without protesting, prior to or at the

PHL:5150439.4

commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of such meeting; provided, however, that such waiver shall not be deemed to permit consideration at a special meeting of any business not specified in the notice.

Section 5.     Quorum. The holders of shares entitling them to exercise a majority of the voting power of the Corporation, present in person or by proxy, shall constitute a quorum for all purposes, except when a greater proportion is required by law. At any meeting at which a quorum is present, all questions and business which shall come before the meeting shall be determined by the vote of the holders of a majority of the voting shares held by shareholders present in person or by proxy at the meeting, except when a different proportion is required by law, by the Amended Articles of Incorporation, or by these Third Amended Regulations.

At any meeting, whether a quorum is present or not, the holders of a majority of the voting shares held by shareholders present in person or by proxy may adjourn from time to time and from place to place without notice other than by announcement at the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting as originally noticed or held.

Section 6.     Proxies. The instrument appointing a proxy shall be in writing and subscribed by the person making the appointment. The person so appointed need not be a shareholder. A vote in accordance with the terms of a proxy shall be valid notwithstanding the previous death or incapacity of the principal or revocation of the appointment unless notice in writing of such death, incapacity or revocation shall have been given to the Corporation before such vote is taken. The presence of a shareholder at a meeting shall not operate to revoke a proxy unless and until notice of such revocation is given to the Corporation in writing or in open meeting.

Section 7.     Financial Report. At the annual meeting of shareholders, or the meeting held in lieu thereof, there shall be laid before the shareholders a financial statement consisting of (i) a balance sheet containing a summary of the assets, liabilities, stated capital, and surplus (showing separately any capital surplus arising from unrealized appreciation of assets, other capital surplus, and earned surplus) of the Corporation as of a date not more than four months before such meeting (except that if such meeting is an adjourned meeting, such balance sheet may be as of a date not more than four months before the date of the meeting as originally convened), and (ii) a statement of profit and loss and surplus, including a summary of profits, dividends or distributions paid, and other changes in the surplus accounts of the Corporation for the period commencing with the date marking the end of the period for which the last preceding statement of profit and loss was made as required hereby and ending with the date of such balance sheet.

The financial statement shall have appended thereto a certificate signed by the President or a Vice President or the Treasurer or an Assistant Treasurer of the Corporation or by a public accountant or firm of public accountants to the effect that the financial statement presents fairly the financial position of the Corporation and the results of its operations in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding period, or such other certificate as is in accordance with sound accounting practice.

PHL:5150439.4 2

Section 8.     Action Without a Meeting. Any action which may be authorized or taken at a meeting of shareholders of the Corporation may be authorized or taken without a meeting by the affirmative vote or approval of, and in a writing or writings signed by, all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, which writing or writings shall be filed with or entered upon the records of the Corporation.

ARTICLE III

Directors

Section 1.     Number of Directors. Until changed in accordance with the provisions of this Section, there shall be at least three (3) directors of the Corporation (who shall constitute the Board of Directors of the Corporation), except that if all of the shares of the Company are owned of record by less than three shareholders, the number of directors may be less than three (3) but not less than the number of shareholders. The number of directors of the Corporation may be increased or reduced (but not below the number required by law) (i) at any meeting of shareholders called for the purpose of electing directors, at which a quorum is present, by the affirmative vote of the holders of a majority of the voting shares held by shareholders present in person or by proxy at the meeting, or (ii) at any meeting of directors at which a quorum is present, by the affirmative vote of a majority of the directors present. No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director.

Section 2.     Election and Term of Office. At all elections of directors the candidates receiving the greatest number of votes shall be elected. Each director shall hold office until the annual meeting of shareholders next succeeding his election and until his successor is elected, or until his earlier resignation, removal from office, or death.

Section 3.     Qualification of Directors. No director of the Corporation need be a shareholder of the Corporation.

Section 4.     Vacancies. The directors then in office, though less than a majority of the whole authorized number of directors, may by a vote of a majority of their number, fill, for the unexpired term, any vacancy in the Board of Directors or any director’s office that is caused by the death, resignation or removal from office of any director or by an increase in the authorized number of directors. If any vacancy in the Board of Directors or any director’s office that is created by an increase in the authorized number of directors is not filled in accordance with this Section by the directors then in office, shareholders entitled to elect directors shall have the right to fill the same at any meeting of the shareholders called for that purpose, and any director elected at any such meeting of shareholders shall serve until the next annual election of directors and until his successor is elected, or until his earlier resignation, removal from office, or death.

Section 5.     Performance of Duties. A director shall perform his duties as a director, including his duties as a member of any committee of directors upon which he may serve, in good faith, in a manner he reasonably believes to be in or not opposed to the best interests of the Corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, a director is entitled to rely on

PHL:5150439.4 3

information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by: (i) one or more directors, officers, or employees of the Corporation whom the director reasonably believes are reliable and competent in the matters prepared or presented; (ii) counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person’s professional or expert competence; or (iii) a committee of directors upon which the director does not serve, duly established as hereinafter provided, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

Section 6.     Certain Contracts, Actions or Transactions. No contract, action, or transaction shall be void or voidable with respect to the Corporation for the reason that it is between or affects the corporation and one or more of its directors of officers, or between or affects the Corporation and any other person in which one or more of its directors or officers are directors, trustees, or officers, or have a financial or personal interest, or for the reason that one or more interested directors or officers participate in or vote at the meeting of the directors or a committee thereof which authorizes such contract, action, or transaction, if in any such case any of the following apply: (a) the material facts as to his or their relationship or interest and as to the contract, action, or transaction are disclosed or are known to the directors or the committee and the directors or committee, in good faith reasonably justified by such facts, authorize the contract, action, or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum of the directors or committee; (b) the material facts as to his or their relationship or interest and as to the contract, action, or transaction are disclosed or are known to the shareholders entitled to vote thereon and the contract, action, or transaction is specifically approved at a meeting of the shareholders held for such purpose by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation held by persons not interested in the contract, action, or transaction; (c) the contract, action, or transaction is fair as to the corporation as of the time it is authorized or approved by the directors, a committee thereof, or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the directors, or of a committee thereof, which authorizes the contract, action, or transaction.

Section 7.     Compensation. The directors, by an affirmative vote of a majority of those in office, and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, that may include pension, disability, and death benefits, for services to the Corporation by directors or officers, or to delegate such authority to one or more directors or officers.

Section 8.     Quorum. Except as provided in Article III, Section 9, a majority of the directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of the majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the Board of Directors.

Section 9.     Actions requiring Security Clearance

Participation. From time to time, the Board of Directors may act on government related matters requiring a security clearance of secret or higher (a “Secret Matter”). Only those directors possessing the requisite level of government issued security clearance (“Secured Directors”) may participate in discussions and/or actions on a Secret Matter.

PHL:5150439.4 4

Quorum; Actions by the Secured Directors. At any regular or special meeting of the Board of Directors at which a Secret Matter is to be discussed, the quorum requirements of Article III, Section 8 shall be temporarily adjusted so that a majority of the Secured Directors shall constitute a quorum for the purpose of acting on the Secret Matter. The presence and vote of a quorum of Secured Directors shall be acts of the entire Board of Directors with respect to Secret Matters only. All other actions by the Board of Directors, including those actions proposed to be taken at a special or regular meeting at which a Secret Matter is discussed or acted upon, shall be subject to the requirements of this Section.

Notices. Notwithstanding anything to the contrary contained herein, and except as otherwise prohibited by law, no notice shall be required to be given to directors who are not Secured Directors of any meeting at which only Secret Matters shall be discussed and/or acted upon.

ARTICLE IV

Powers Meetings and Committees of the Board of Directors

Section 1.    Powers of the Board. Except in those instances in which the law, the Amended Articles of Incorporation, or these Third Amended Regulations require action to be authorized or taken by shareholders, all of the authority of the Corporation shall be exercised by or under the direction of the Board of Directors.

Section 2.    Meetings of the Board. An annual meeting of the Board of Directors shall be held immediately following the adjournment of each annual meeting of shareholders of the Corporation, and notice of such meeting need not be given.

The Board of Directors may, by bylaw or resolution, provide for other meetings of the Board. Meetings of the Board may also be held at any time upon call of the President, or any member of the Board.

Meetings of the Board of Directors shall be held at the principal office of the Corporation (i) unless held in accordance with Section 5 of this Article IV, or (ii) unless the Board of Directors determines that a meeting shall be held at some other place within or without the State of Ohio and causes the notice thereof to so state. Written notice of the time and place of each meeting of the Board of Directors other than the annual meeting thereof shall be given to each director, either by personal delivery or by mail, telegram, or cablegram, at least two (2) days prior to the date of such meeting. Such notice may be waived in writing, either before or after the holding of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any director at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of such meeting.

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Section 3.    Quorum. A majority of the whole authorized number of directors shall constitute a quorum for the transaction of business, except that a majority of the directors then in office shall constitute a quorum for filling a vacancy in the Board of Directors. Whenever less than a quorum is present at any time and place appointed for a meeting of the Board, a majority of those present may adjourn the meeting from time to time without notice, other than by announcement at the meeting, until a quorum shall be present. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the Amended Articles of Incorporation or these Amended Regulations.

Section 4.    Action Without a Meeting. Any action which may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting by the affirmative vote or approval of, and in a writing or writings signed by, all the directors, which writing or writings shall be filed with or entered upon the records of the Corporation.

Section 5.    Action by Communications Equipment. Directors may participate in a meeting of the Board of Directors or any committee of the Board by means of conference telephone or other communications equipment if all persons participating can hear each other. Participation in a meeting pursuant to this Section shall constitute presence at such meeting.

Section 6.    Bylaws of the Board. The Board of Directors may adopt bylaws for the government of its actions that are not inconsistent with the Amended Articles of Incorporation or these Amended Regulations.

Section 7.    Committees. The Board of Directors may create one or more committees of directors, each of which shall be comprised of at least one (1) director. The resolution establishing each such committee shall specify a designation by which it shall be known and shall fix its powers and authority. The Board of Directors may delegate to any such committee any of the authority of the Board of Directors, however conferred, other than the authority of filling vacancies among the directors or in any committee of the directors.

The Board of Directors may likewise appoint one or more directors as alternate members of any such committee, who may take the place of any absent member or members at any meeting of the particular committee.

Each such committee shall serve at the pleasure of the Board of Directors, shall act only in the intervals between meetings of the Board of Directors, and shall be subject to the control and direction of the Board of Directors.

An act or authorization of an act by any such committee within the authority delegated to it by the resolution establishing it shall be as effective for all purposes as the act or authorization of the Board of Directors.

Any such committee may act by a majority of its members at a meeting or by a writing or writings signed by all of its members, which writing or writings shall be filed with or entered upon the records of the Corporation.

The Board of Directors may likewise appoint other individuals who are not members of the Board to act as members of any committee; provided, however, that any such individual shall only act in an advisory capacity and shall not have any vote upon any matter or business before the committee.

PHL:5150439.4 6

ARTICLE V

Officers

Section 1.    Officers. The officers of the Corporation shall be a Chairperson of the Board, a Chief Executive Officer, a President, a Secretary, and a Treasurer, and such other officers and assistant officers as the Board of Directors may from time to time determine, including a vice chairperson of the Board of Directors and one or more vice presidents. None of the officers need be a director of the Corporation. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the Amended Articles of Incorporation to be executed, acknowledged, or verified by two or more officers. Each officer and assistant officer shall have such duties, responsibilities, powers and authority as may be prescribed by law, these Third Amended Regulations, or assigned to him by the Board of Directors from time to time.

Section 2.    Election and Term of Office. Each officer of the Corporation shall be elected by the Board of Directors, and shall hold office until the annual meeting of the Board of Directors following his election and until his successor is elected, or until his earlier resignation, removal from office, or death. The Board of Directors may remove any officer at any time, with or without cause, without prejudice to the contract rights (if any) of such officer. The election of an officer for a given term, or a provision in these Third Amended Regulations as to term of office, shall not be deemed to create contract rights. The Board of Directors may fill any vacancy in any office occurring from whatever cause.

Section 3.    Duties of Officers. The following officers of the Corporation shall have the duties, responsibilities, powers and authority respectively assigned to them:

Chairperson of the Board. The Chairperson of the Board shall have such powers and duties as may be assigned to him from time to time by resolution of the Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chairperson of the Board, if present and acting, shall preside at all meetings of the Board of Directors and shareholders. Otherwise, the Chief Executive Officer, if present and acting, or any other director chosen by the Board of Directors, shall preside. The Chairperson of the Board shall be a director.

Chief Executive Officer. The Chief Executive Officer shall have the duties of general supervision over and direction of the affairs and management of the corporation and shall perform such other duties as may be assigned to him by the Board of Directors. The Chief Executive Officer shall have general authority to execute on behalf of the corporation any contracts, notes, deeds, and other papers not requiring specific Board approval or the execution of which the Board has not specifically delegated to another individual.

PHL:5150439.4 7

President. The President shall be the chief operating officer responsible for the general administration of the Corporation’s affairs subject to the direction of the Chief Executive Officer and the Board of Directors and shall perform such other duties as may from time to time be required of him by the Board of Directors. The President shall have authority to execute certificates for shares. The President shall have general authority to execute on behalf of the corporation any contracts, notes, deeds, and other papers not requiring specific Board approval or the execution of which the Board has not specifically delegated to another individual.

Vice President. In the absence of the President or in the event of his death or inability to act, the Vice President, if any, shall have the authority to act in his stead. The Vice President shall perform such duties as may from time to time be required of him by the Board of Directors.

Secretary. The Secretary shall: keep minutes of all the proceedings of the shareholders and Board of Directors and make proper record of the same, which shall be attested by him; give notice of meetings of shareholders and directors; and perform such other duties as may from time to time be required of him by the Board of Directors. The Secretary shall have authority to execute certificates attesting to action taken by the shareholders or Board of Directors and to sign certificates for shares. The Secretary shall have authority to sign bonds, contracts, notes, deeds, and other papers executed by the Corporation and requiring his signature.

Treasurer. The Treasurer shall have general supervision of all finances. The Treasurer shall receive and have charge of all money, bills, notes, deeds, leases, mortgages, insurance policies and similar property belonging to the Corporation, and shall do with the same as may from time to time be required by the Board of Directors. The Treasurer shall cause to be kept adequate and correct accounts of the business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital, and shares, together with such other accounts as may be required. The Treasurer shall have authority to execute certificates for shares.

ARTICLE VI

Indemnification of Directors and Other Persons

The Corporation shall, and does hereby, indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to

PHL:5150439.4 8

be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. The indemnification afforded by the Corporation under this Article VI shall be to the full extent permitted under Section 1701.13(E)(1) of the Ohio Revised Code.

ARTICLE VII

Certificates for Shares of Stock

The interest of each shareholder of the Corporation shall be evidenced by a certificate or certificates for shares in such form as the Board of Directors may from time to time prescribe. The shares of the Corporation shall be transferable on the books of the Corporation by the holder thereof in person or by his attorney, upon surrender-for cancellation of a certificate or certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the Corporation or its agent may reasonably require.

The certificates for shares shall be signed by the Chairperson of the Board, President or Vice President and by the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer, and shall be countersigned and registered in such manner, if any, as the Board of Directors may by resolution prescribe.

No certificate for shares shall be delivered in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of such evidence of such loss, theft or destruction and upon delivery to the corporation of a bond or indemnity in such amount, upon such terms and with such surety, if any, as the Board of Directors in its discretion may require. The Board of Directors may, in its discretion, waive the requirement of a bond or indemnity.

ARTICLE VIII

Amendments

These Third Amended Regulations may be amended or repealed (i) at any meeting of shareholders called for that purpose by the affirmative vote of the shareholders of record of shares entitling them to exercise a majority of the voting power of the Corporation on such proposal, or (ii) Article II, Section 8, notwithstanding, without a meeting, by the written consent of the holders of record of shares entitling them to exercise a majority of the voting power of the Corporation on such proposal.

ARTICLE IX

Miscellaneous

Section 1.    Seal. The Corporation may, by action of the Board of Directors, adopt a corporate seal. Failure to affix the corporate seal (if any) shall not affect the validity of any instrument.

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Section 2.    Gender. As the context shall require, the masculine gender as used herein shall include the feminine.

Section 3.    Singular. Wherever references in these Third Amended Regulations are made to more than one director or shareholder, they shall, if this is a sole director or shareholder corporation, be construed to mean the solitary person; and all provisions dealing with the quantum of majorities or quorums shall be deemed to mean the action by the one person constituting the corporation.

Section 4.    Superseder. These Third Amended Regulations supersede and take the place of the Second Amended Regulations of the Corporation adopted by the shareholders on December 5, 2001.

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EX-3.100

Exhibit 3.100

EX-3.101

Exhibit 3.101

BYLAWS

of

ALION SCIENCE AND TECHNOLOGY CORPORATION

Revised: November 2019

BYLAWS

of

ALION SCIENCE AND TECHNOLOGY CORPORATION

a Delaware corporation

(hereinafter referred to as the “Company”)

ARTICLE I - OFFICES

Section 1.1. Location. The address of the registered office of the Company in the State of Delaware and the name of the registered agent at such address shall be as specified in the Certificate of Incorporation or, if subsequently changed, as specified in the most recent certificate of change filed pursuant to law. The Company may also have other offices at such places within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Company may require.

Section 1.2. Change of Location. In the manner permitted by law, the Board of Directors or the registered agent may change the address of the Company’s registered office in the State of Delaware and the Board of Directors may make, revoke or change the designation of the registered agent.

ARTICLE II - MEETINGS OF STOCKHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the stockholders of the Company for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at the registered office of the Company, or at such other place within or without the State of Delaware as the Board of Directors may fix, at such time as shall be determined by the Board of Directors, or may be held by telephone conference or other similar means, or by consent in writing or electronic transmission.

Section 2.2. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law, may be called at any time by the Chairman of the Board, the CEO, the Secretary or by order of the Board of Directors. Special meetings of stockholders shall be held at such place within or without the State of Delaware as shall be designated in the notice of meeting, or may be held by telephone conference or other similar means, or by consent in writing or electronic transmission.

Section 2.3. Quorum. At any meeting of stockholders, except as otherwise expressly required by law or by the Certificate of Incorporation, the holders of record of at least a majority of the outstanding shares of capital stock entitled to vote or act at such meetings shall be present or represented by proxy in order to constitute a quorum for the transaction of any business, but less than a quorum shall have power to adjourn any meeting until a quorum shall be present.

Section 2.4. Voting. At any meeting of stockholders at which a quorum shall be present, each matter shall be decided by majority vote of the shares voting on such matter, except as otherwise expressly required by law or by the Certificate of Incorporation and except as otherwise expressly provided in these Bylaws.

Section 2.5. Action by Consent of Stockholders. Whenever any action by the stockholders at a meeting thereof is required or permitted by law, the Certificate of Incorporation or these Bylaws, such action may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of such action without a meeting and by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III - BOARD OF DIRECTORS

Section 3.1. General Powers. The property, business and affairs of the Company shall be managed by the Board of Directors. The Board of Directors may exercise all such powers of the Company and have such authority and do all such lawful acts and things as are permitted by law, the Certificate of Incorporation or these Bylaws.

Section 3.2. Number of Directors. The Board of Directors of the Company shall consist of one or more members; the exact number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution adopted by a majority of the whole Board of Directors.

Section 3.3. Qualification. Directors need not be stockholders of the Company.

Section 3.4. Election. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, after the first meeting of the Company at which directors are elected, directors of the Company shall be elected in each year at the annual meeting of stockholders or at a special meeting in lieu of the annual meeting called for such purpose, by a plurality of votes cast at such meeting. The voting on directors at any such meeting need not be by written ballot unless otherwise so requested by any stockholder.

Section 3.5. Term. Each director shall hold office until his successor is duly elected and qualified, except in the event of the earlier termination of his term of office by reason of death, resignation, removal or other reason.

Section 3.6. Resignation and Removal. Any director may resign at any time upon written notice to the Board of Directors, the CEO or the Secretary. Any director may be removed at any time for any reason and his place filled, in each case, by the vote of the holders of not less than a majority of the outstanding shares of stock entitled to vote on the election of directors.

Section 3.7. Vacancies. Vacancies in the Board of Directors (unless the vacancy be caused by the removal of a director) and newly created directorships resulting from any increase

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in the authorized number of directors shall be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The vacancy caused by the removal of a director shall be filled by the vote of the holders of not less than a majority of the outstanding shares of stock entitled to vote on the election of directors. Each director chosen to fill a vacancy on the Board of Directors shall hold office until the next annual election of directors and until his successor shall be elected and qualified.

Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation provides otherwise, at all meetings of the Board of Directors a majority of the total number of directors shall be present to constitute a quorum for the transaction of business. A director interested in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction. In the absence of a quorum, a majority of the directors present may adjourn the meeting until a quorum shall be present.

Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.

The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.9. Regulations. The Board of Directors may hold its meetings and cause the books and records of the Company to be kept at such place or places within or without the State of Delaware as the Board of Directors may from time to time determine. A member of the Board of Directors shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the Company by any of its officers, by an independent certified public accountant or by an appraiser selected with reasonable care by the Board of Directors or any committee of the Board of Directors or in relying in good faith upon other records of the Company.

Section 3.10. Annual Meeting of Board of Directors. An annual meeting of the Board of Directors shall be called and held for the purpose of organization, election of officers and transaction of any other business. If such meeting is held promptly after and at the place specified for the annual meeting of stockholders, no notice of the annual meeting of the Board of Directors need be given. Otherwise such annual meeting shall be held at such time (not more than thirty days after the annual meeting of stockholders) and place as may be specified in a notice of the meeting.

Section 3.11. Regular Meetings. Regular meetings of the Board of Directors shall be held at the time and place, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors. After there has been such determination and notice thereof has been given to each member of the Board of Directors, no further notice shall be required for any such regular meeting. Except as otherwise provided by law, any business may be transacted at any regular meeting.

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Section 3.12. Special Meetings. Special meetings of the Board of Directors may, unless otherwise prescribed by law, be called from time to time by the CEO, and shall be called by the CEO or the Secretary upon the written request of a majority of the whole Board of Directors directed to the CEO or the Secretary. Except as provided below, notice of any special meeting of the Board of Directors, stating the time, place and purpose of such special meeting, shall be given to each director.

Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting of the Board of Directors shall be deemed to be duly given to a director (i) if mailed to such director, addressed to him at his address as it appears upon the books of the Company or at the address last made known in writing to the Company by such director as the address to which such notices are to be sent, at least two days before the day on which such meeting is to be held, (ii) if sent to him at such address by telecopier, telex or telegraph, not later than the day before the day on which such meeting is to be held, (iii) if delivered to him personally or orally, by telephone or otherwise, not later than the day before the day on which such meeting is to be held, or (iv) if delivered to him by electronic transmission, not later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purposes thereof.

Notice of any meeting of the Board of Directors need not be given to any director if waived by him in writing (or by telecopier, telex or telegram and confirmed in writing or by electronic transmission) whether before or after the holding of such meeting or if such director is present at such meeting. Any meeting of the Board of Directors shall be a duly constituted meeting without any notice thereof having been given if all directors then in office shall be present thereat.

Section 3.14. Committees of Directors. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Company.

Except as herein provided, vacancies in membership of any committee shall be filled by the vote of a majority of the whole Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Members of a committee shall hold office for such period as may be fixed by a resolution adopted by a majority of the whole Board of Directors, subject, however, to removal at any time by the vote of a majority of the whole Board of Directors.

Section 3.15. Powers and Duties of Committees. Any committee, to the extent provided in the resolution or resolutions creating such committee, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Company and may authorize the seal of the Company to be affixed to all papers which may require it. No such committee shall have the power or authority with regard to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the

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stockholders the sale, lease or exchange of all or substantially all of the Company’s property and assets, recommending to the stockholders a dissolution of the Company or a revocation of a dissolution or amending the Bylaws. The Board of Directors may, in the resolution creating a committee, grant to such committee the power and authority to declare a dividend or authorize the issuance of stock.

Section 3.16. Compensation of Directors. The Board of Directors may from time to time, in its discretion, fix the amounts which shall be payable to directors and to members of any committee of the Board of Directors for attendance at the meetings of the Board of Directors or of such committee and for services rendered to the Company.

Section 3.17. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a consent in writing or by electronic transmission thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV - OFFICERS

Section 4.1. Principal Officers. The principal officers of the Company shall be elected by the Board of Directors and shall include a Chairman of the Board of Directors, a Chief Executive Officer (“CEO”), a Chief Operating Officer (“COO”) (if deemed necessary by the Board of Directors), a Secretary, and a Treasurer. Except as otherwise provided in the Certificate of Incorporation or these Bylaws, one person may hold the offices and perform the duties of any two or more of said offices. (Rev. 11/19/2018)

Section 4.2. Additional Officers. In addition to the principal officers designated in Section 4.1, the Board of Directors may from time to time elect such other officers as it may deem necessary or advisable, including one (1) or more Executive Vice Presidents (the number thereof to be determined by the Board of Directors) and one (1) or more Senior Vice Presidents (the number thereof to be determined by the Board of Directors). (Rev. 11/19/2018)

Section 4.3 Election of Officers; Term of Office. The officers of the Company shall be elected annually by the Board of Directors at each annual meeting of the Board of Directors. Failure to elect annually any officer shall not dissolve the Company.

If the Board of Directors shall fail to fill any office at an annual meeting, if any vacancy in any office shall occur or if any office shall be newly created, such office may be filled at any regular or special meeting of the Board of Directors.

Each officer shall hold office until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

Section 4.4. Delegation of Duties of Officers. The Board of Directors may delegate the duties and powers of any officer of the Company to any other officer or to any director for a specified period of time for any reason that the Board of Directors may deem sufficient.

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Section 4.5. Removal of Officers. Any officer of the Company may be removed with or without cause by resolution adopted by a majority of the directors then in office at any regular or special meeting of the Board of Directors or by a written consent signed by all of the directors then in office.

Section 4.6. Resignations. Any officer may resign at any time by giving written notice of resignation to the Board of Directors, to the CEO or to the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein. Unless otherwise specified in the notice, the acceptance of a resignation shall not be necessary to make the resignation effective.

Section 4.7. Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of stockholders and of the Board of Directors at which he is present. The Chairman of the Board shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.8. CEO. The CEO shall, in the absence of the Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors at which he is present. The CEO shall have general supervision over the business of the Company. The CEO shall have all powers and duties usually incident to the office of the CEO except as specifically limited by a resolution of the Board of Directors. The CEO shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.9. COO. If appointed or elected by the Board of Directors, the COO shall oversee the general operations and internal processes of the corporation subject to the direction of the CEO, and perform such other duties as from time to time may be assigned by the Board of directors or directed by the CEO. In the absence of the CEO or in the event of his inability or refusal to act, the COO shall perform the duties of the CEO, and when so acting, shall have all the powers of and be subject to all the restrictions upon the CEO.

Section 4.10. The Executive Vice Presidents. The Executive Vice Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors or directed by the CEO. In the absence of the CEO or the COO or in the event of their inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the CEO or the COO, and when so acting, shall have all the powers of and be subject to all the restrictions upon the CEO or the COO. The Executive Vice President shall perform such other duties as from time to time may be assigned to him by the Board of Directors or directed by the CEO.

Section 4.11. The Senior Vice Presidents. The Senior Vice Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors or directed by the CEO or the President (if any). In the absence of the CEO, the COO and any Executive Vice President(s), or in the event of their inability or refusal to act, the Senior Vice President (or in the event there be more than one Senior Vice President, the Senior Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the CEO, the COO or any Executive Vice President(s), and when so acting, shall have all the powers of and be subject to all the restrictions upon the CEO, the COO or any Executive Vice President.

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Section 4.12. Reserved.

Section 4.13. Secretary. The Secretary shall act as Secretary of all meetings of stockholders and of the Board of Directors at which he is present, shall record all the proceedings of all such meetings in a book to be kept for that purpose, shall have supervision over the giving and service of notices of the Company and shall have supervision over the care and custody of the records and seal of the Company. The Secretary shall be empowered to affix the corporate seal to documents, the execution of which on behalf of the Company under its seal is duly authorized, and when so affixed may attest the same. The Secretary shall have all powers and duties usually incident to the office of Secretary except as specifically limited by a resolution of the Board of Directors. The Secretary shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the CEO.

Section 4.14. Treasurer. The Treasurer shall have general supervision over the care and custody of the funds and over the receipts and disbursements of the Company and shall cause the funds of the Company to be deposited in the name of the Company in such banks or other depositaries as the Board of Directors may designate. The Treasurer shall have supervision over the care and safekeeping of the securities of the Company. The Treasurer shall have all powers and duties usually incident to the office of Treasurer except as specifically limited by a resolution of the Board of Directors. The Treasurer shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors or the CEO.

Section 4.15. Bond. The Board of Directors shall have power, to the extent permitted by law, to require any officer, agent or employee of the Company to give bond for the faithful discharge of his duties in such form and with such surety or sureties as the Board of Directors may determine.

ARTICLE V - CAPITAL STOCK

Section 5.1. Issuance of Certificates for Stock. Each stockholder of the Company shall be entitled to a certificate or certificates in such form as shall be approved by the Board of Directors certifying the number of shares of capital stock of the Company owned by such stockholder.

Section 5.2. Signatures on Stock Certificates. Certificates for shares of capital stock of the Company shall be signed by, or in the name of the Company by, the Chairman of the Board, the CEO or a Vice President and by the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Company with the same effect as if such signer were such officer, transfer agent or registrar at the date of issue.

Section 5.3. Stock Ledger. A record of all certificates for capital stock issued by the Company shall be kept by the Secretary or any other officer or employee of the Company designated by the Secretary or by any transfer clerk or transfer agent appointed pursuant to Section 5.4 hereof. Such record shall show the name and address of the person, firm or

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corporation in which certificates for capital stock are registered, the number of shares represented by each such certificate, the date of each such certificate and in case of certificates which have been canceled the dates of cancellation thereof.

The Company shall be entitled to treat the holder of record of shares of capital stock as shown on the stock ledger as the owner thereof and as the person entitled to receive dividends thereon, to vote such shares and to receive notice of meetings and for all other purposes. The Company shall not be bound to recognize any equitable or other claim to or interest in any share of capital stock on the part of any other person whether or not the Company shall have express or other notice thereof.

Section 5.4. Regulations Relating to Transfer. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with law, the Certificate of Incorporation or these Bylaws, concerning issuance, transfer and registration of certificates for shares of capital stock of the Company. The Board of Directors may appoint, or authorize any officer to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars and may require all certificates for capital stock to bear the signature or signatures of any of them.

Section 5.5. Transfers. Transfers of capital stock shall be made on the books of the Company only upon delivery to the Company or its transfer agent of (i) a written direction of the registered holder named in the certificate or such holder’s attorney lawfully constituted in writing, (ii) the certificate for the shares of capital stock being transferred and (iii) a written assignment of the shares of capital stock evidenced thereby.

Section 5.6. Cancellation. Each certificate for capital stock surrendered to the Company for exchange or transfer shall be canceled and no new certificate or certificates shall be issued in exchange for any existing certificate (other than pursuant to Section 5.7) until such existing certificate shall have been canceled.

Section 5.7. Lost, Destroyed, Stolen and Mutilated Certificates. In the event that any certificate for shares of capital stock of the Company shall be mutilated, the Company shall issue a new certificate in place of such mutilated certificate. In case any such certificate shall be lost, stolen or destroyed, the Company may, in the discretion of the Board of Directors or a committee designated thereby with power so to act, issue a new certificate for capital stock in the place of any such lost, stolen or destroyed certificate. The applicant for any substituted certificate or certificates shall surrender any mutilated certificate or, in the case of any lost, stolen or destroyed certificate, furnish satisfactory proof of such loss, theft or destruction of such certificate and of the ownership thereof. The Board of Directors or such committee may, in its discretion, require the owner of a lost, stolen or destroyed certificate or his representatives to furnish to the Company a bond with an acceptable surety or sureties and in such sum as will be sufficient to indemnify the Company against any claim that may be made against it on account of the lost, stolen or destroyed certificate or the issuance of such new certificate. A new certificate may be issued without requiring a bond when, in the judgment of the Board of Directors, it is proper to do so.

Section 5.8. Fixing of Record Dates. (a) The Board of Directors may fix in advance a record date, which shall not be more than sixty nor less than ten days before the date of any

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meeting of stockholders nor more than sixty days prior to any other action, for the purpose of determining stockholders entitled to notice of or to vote at such meeting of stockholders or any adjournment thereof, to express consent or dissent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action.

(b)    If no record date is fixed by the Board of Directors:

(i)    The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived at the close of business on the day next preceding the day on which the meeting is held;

(ii)    The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action by the Board of Directors is necessary shall be the day on which the first consent is expressed;

(iii)    The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c)    A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VI - INDEMNIFICATION

Section 6.1. General. To the fullest extent permitted by applicable law, the Company shall indemnify, and advance Expenses (as hereinafter defined) to, each and every person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in which such person is or was serving at the request of the Company and who, because of any such position or status, is directly or indirectly involved in any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”). “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

Section 6.2. Indemnification Insurance. The Company shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such whether or not the Company would have the power to indemnify him against such liability under applicable law.

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ARTICLE VII - MISCELLANEOUS PROVISIONS

Section 7.1. Corporate Seal. The seal of the Company shall be in such form as is required by law and as shall be approved by the Board of Directors. The seal may be used by causing it to be affixed or impressed, or a facsimile thereof may be reproduced or otherwise used in such manner as the Board of Directors may determine.

Section 7.2. Fiscal Year. The fiscal year of the Company shall be from the 1st day of January to the 31st day of December, inclusive, in each year, or such other twelve consecutive months as the Board of Directors may designate.

Section 7.3. Waiver of Notice. Whenever any notice is required to be given under any provision of law, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, or by other method of electronic transmission, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 7.4. Execution of Instruments, Contracts, etc. (a) All checks, drafts, bills of exchange, notes or other obligations or orders for the payment of money shall be signed in the name of the Company by such officer or officers or person or persons as the Board of Directors may from time to time designate.

(b) Except as otherwise provided by law, the Board of Directors, any committee given specific authority in the premises by the Board of Directors or any committee given authority to exercise generally the powers of the Board of Directors during the intervals between meetings of the Board of Directors may authorize any officer, employee or agent, in the name of and on behalf of the Company, to enter into or execute and deliver deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

(c) All applications, written instruments and papers required by or filed with any department of the United States Government or any state, county, municipal or other governmental official or authority may if permitted by applicable law be executed in the name of the Company by any officer or subordinate officer of the Company or, to the extent designated for such purpose from time to time by the Board of Directors, by an employee or agent of the Company. Such designation may contain the power to substitute, in the discretion of the person named, one or more other persons.

ARTICLE VIII - AMENDMENTS

Section 8.1. By Stockholders. These Bylaws may be amended, added to, altered or repealed, or new Bylaws may be adopted, at any meeting of stockholders by the vote of the

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holders of not less than a majority of the outstanding shares of stock entitled to vote thereat, provided that, in the case of a special meeting, notice that an amendment is to be considered and acted upon shall be inserted in the notice or waiver of notice of said meeting.

Section 8.2. By Directors. To the extent permitted by the Certificate of Incorporation, these Bylaws may be amended, added to, altered or repealed, or new Bylaws may be adopted, at any regular or special meeting of the Board of Directors.

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[Adopted: August 19, 2015]

[Revised: November 19, 2018 per UWC of BOD]

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EX-3.102

Exhibit 3.102

Enlighten IT Consulting LLC

a Maryland Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of December 21 2016

THE MEMBERSHIP INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENLIGHTEN IT CONSULTING LLC

a Maryland Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Enlighten IT Consulting LLC (the “Company”), a Maryland limited liability company, is entered into as of December 21, 2016 by each of the undersigned (each, a “Member”, and collectively, the “Members”).

1. Name. The name of the limited liability company governed hereby is,. Enlighten IT Consulting LLC.”

2. Purpose. The Company does and will exist for the object and purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Maryland Limited Liability Company Act (Md. Code Ann. §4A-l01 et seq.), as in effect from time to time (the “Act”), and engaging in any and all activities necessary or incidental to accomplish the foregoing.

3. Term. The existence of the Company commenced on the date a Articles of Organization was filed with the office of the Maryland Department of Assessments and Taxation under and pursuant to the Act and shall continue until the Company is dissolved pursuant to Section 13 of this Agreement.

4. Capitalization.

(a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gains, losses, deductions and expenses of the Company, and the right to vote, if any, on matters affecting the Company or such Member’s interest therein, as provided by the Act or this Agreement, shall be represented by units held by such Member. The aggregate number of units which the Company shall have authority to issue is 77.64706 units (the “Units”). Holders of the Units shall be entitled to one vote for each such Unit standing in such holder’s name on the books of the Company, and each such holder shall possess the same preferences, qualifications, imitations, restrictions, special or relative rights.

(b) All Units issued hereunder shall be issued in uncertificated form unless otherwise determined by the Members. A Member’s percentage interest (a “Percentage Interest”) in the Company as of any time equals such Member’s cumulative number of Units outstanding as of such time divided by the cumulative number of Units of all Members outstanding as of such time. The initial Units and each Member’s corresponding Percentage Interest are set forth on the attached Schedule l, which schedule shall be amended from time to time in accordance with the terms of this Agreement.

5. Additional Interests. Subject to the provisions of this Agreement, the Members shall have the right to cause the Company to issue or sell to any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture,

unincorporated organization, or any other business entity, or a governmental entity or any department, agency, or political subdivision thereof (each, a “Person”) (including the Members) any of the following (“Additional Interests”): (a) additional Units or other interests in the Company (including new classes or series thereof having different rights); (b) obligations, evidences of indebtedness or other securities or interests convertible into or exchangeable for Units or other interests in the Company; and (c) rights, warrants, options, convertible securities, exchangeable securities, indebtedness or other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Units or securities exercisable for or convertible or exchangeable into Units, whether at the time of issuance or upon the passage of time or the occurrence of some future event. The Members shall determine the terms and conditions governing the issuance of such Additional Interests, including the number and designation of such Additional Interests, the preference (with respect to distributions) over any other membership interests and any required contributions in connection therewith. Upon the issuance or sale of Additional Interests, the Members or an authorized Officer shall amend Schedule 1 without further vote, act or consent of any other Person to reflect the issuance or sale of such Additional Interests and the resulting Percentage Interests of the Members.

6. Additional Members. In order for a Person to be admitted as a Member of the Company with respect to an Additional Interest: (a) such Person shall have delivered to the Company a written undertaking to be bound by the terms and conditions of this Agreement and shall have delivered such documents and instruments as the Members determine to be necessary or appropriate in connection with the issuance of such Additional Interest to such Person or to effect such Person’s admission as a Member; and (b) the Members or an authorized Officer shall amend Schedule 1 without the further vote, act or consent of any other Person to reflect such new Person as a Member. Upon the amendment of Schedule 1, such Person shall be deemed to have been admitted as a Member and shall be listed as such on the books and records of the Company.

7. Capital Contributions: Allocation of Profits or Losses.

(a) The Members shall not be obligated to make capital contributions to the Company and the Units shall be nonassessable.

(b) In the event the Company is treated as a partnership for U.S. federal income tax purposes, the following provisions shall apply:

(i) The Company shall maintain a capital account (each, a “Capital Account”) for each Member in accordance with Treasury Regulations Section 1.704-l(b)(2)(iv). For this purpose, the Company may, upon the occurrence of any of the events specified in Treasury Regulations Section 1.704-1 (b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such regulation and Treasury Regulations Section 1.704-l(b)(2)(iv)(g) to reflect a revaluation of Company property. Items of Company income, gain, loss, expense or deduction for any fiscal period shall be allocated among the Members in such manner that, as of the end of such fiscal period and to the greatest extent possible, the Capital Account of each Member shall be equal to the respective net amount, positive or negative, which would be distributed to such Member from the Company or for which such Member would be liable to the Company under this Agreement, determined as if the Company were to (x) liquidate

2

the assets of the Company for an amount equal to their book value (determined according to the rules of Treasury Regulation Section 1.704-l(b)(2)(iv)) and (y) distribute the proceeds in liquidation in accordance with Section 13(b).

(ii) All income, gains, losses and deductions of the Company shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses and deductions among the Members for computing their Capital Accounts, except that if any such allocation is not permitted by the Internal Revenue Code of 1986, as amended, or other applicable law, the Company’s subsequent income, gains, losses, deductions and expenses shall be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. In the event that any property is contributed to the Company by a Member, gain or loss on the disposition of such property, and any losses or deductions with respect to such property, shall first be shared among the Members so as to take into account the variation between the basis of the property to the Company and its fair market value at the time of contribution, all in accordance with Code Section 704(c) and Treasury Regulations thereunder.

(c) In the event that the Company is not treated as a partnership for U.S. federal income tax purposes, no allocation of income, gains, losses and deductions shall be made pursuant to this Section 7.

8. Distributions. Distributions shall be made to the Members in accordance with their Percentage Interests at the times and in the aggregate amounts determined by the Members. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Members on account of their interest in the Company if such distribution would violate the Act or any other applicable law.

9. Management.

(a) Powers. The business and affairs of the Company shall be managed by or under the direction of the Members. All actions outside of the ordinary course of business of the Company to be taken by or on behalf of the Company shall require the approval of each Member. The Members shall have the duties, powers and rights of members under the Act.

(b) Limitations on Authority. The authority of each Member over the conduct of the business affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

(c) Removal. The Members may, by a unanimous vote of such Members, remove, with or without cause, any other Member.

(d) Meetings of the Members. The Members shall meet at such time and at such place (either within or without the State of Maryland) as such Members may designate. Meetings of the Members shall be held on at least two (2) business days’ prior notice to the Members, or upon such shorter notice as may be approved by all of the Members. Such notice must be in writing and may be communicated via electronic mail or facsimile. Any Member may waive such notice as to himself/herself. A record shall be maintained by the Secretary of the Company of each meeting.

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(e) Conduct of Meetings. Any meeting of the Members may be held, and any Member may attend and vote and be present at a meeting, in person (including by written and signed proxy given to another Member) or telephonically.

(t) Quorum. The presence (in person, telephonically, by proxy or by operation of this Section 9(i) of a majority of the Members shall constitute a quorum for purposes of conducting business. At all times when the Members are conducting business at a meeting, a quorum of the Members must be present at such meeting. If a quorum shall not be present at any meeting of the Members, then Members having a majority of the votes of the Members present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

(g) Attendance and Waiver of Notice. Attendance by a Member at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in the notice or waiver of notice of such meeting.

(h) Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Members may be taken by written consent without a meeting. Any such action taken by the Members without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by all existing Members of the Company.

(i) Compensation of the Members. Members, as such, shall not receive any stated salary for their services, but shall receive such reimbursement by the Company for expenses incurred to attend regular or special meetings of the Members. Nothing contained in this Agreement shall be construed to preclude any Members from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

10. Officers. The officers of the Company (the “Officers”), if any, shall be appointed by the Members in their sole discretion, and the Members may assign such officers titles including, but not limited to, “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” “assistant secretary” and “chief financial officer.” Any Officers so appointed will have such authority and perform such duties as the Members may, from time to time, delegate to them. No Officer need be a Member and any number of offices may be held by a single person. The salaries and other compensation, if any, of the Officers shall be fixed from time to time by the Members. Any Officer may resign, in writing, as such at any time and such resignation will be effective at the time specified in the written resignation, or if no time is specified, at the time the written resignation is received by the Company. Any Officer may be removed as such, either with or without cause, at any time by majority vote of the Members.

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11. Tax Elections. The fiscal and taxable year of the Company shall end on December 31st of each calendar year.

12. Dissolution: LiguidationDissolution. The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of all of the Members: (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act; (c) the insolvency, bankruptcy or dissolution of all of the Members: and (d) the occurrence of any other event which terminates the continued membership of all of the Members in the Company.

(b) Liquidation. Upon the dissolution of the Company, the Members shall wind up the affairs of the Company. The Members shall continue to share distributions, profits and losses during the period of liquidation in accordance with Section 7 and Section 8 hereof. Following the payment of or provision for all debts and liabilities of the Company and all expenses of liquidation, and subject to the right of the Members to set up such cash reserves as may be reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, (a) a final allocation of all items of income, gain, loss, and expense shall be made in accordance with Section 7 hereof, and (b) the proceeds of the liquidation and any other funds (or other remaining assets) of the Company shall be distributed, in cash or in kind or partly in each, to the Members in accordance with Section 8.

13. Liability of Members. The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

14. Indemnification.

(a) The Company hereby agrees to indemnify and hold harmless any Person (each an “Indemnified Person”) to the fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such Person (or one or more of such Person’s affiliates) by reason of the fact that such Person is or was a Member or is or was serving as a manager, officer, principal, member, partner, employee or other agent of the Company or is or was serving at the request of the Company as a manager, officer, director, principal, member, partner, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise: provided that (unless the Members otherwise consent) no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s or its affiliates’ gross negligence, misconduct, recklessness or knowing violation of law, or for any present or future breaches of any representations, warranties or covenants by such Indemnified Person or its affiliates contained herein or in the other agreements with the Company: provided, further, that, unless the Members otherwise determine, no Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Person or with respect to a proceeding between such Person on the one hand and any of the Company or its Subsidiaries on the other. Expenses, including attorneys’ fees and expenses,

5

incurred by any such Indemnified Person in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person (in form and substance acceptable to the Members) to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company.

(b) The right to indemnification and the advancement of expenses conferred in this Section 15 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, vote of Members or otherwise.

(c) If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 15 to the fullest extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the fullest extent permitted by applicable law. The indemnification provisions set forth in this Section 15 shall be deemed to be a contract between the Company and each of the Persons constituting Indemnified Persons at any time while the provisions of this Section 15 remain in effect, whether or not such Person continues to serve in such capacity and whether or not such Person is a party hereto. In addition, this Section 15 cannot be retroactively amended to adversely affect the rights of any Indemnified Persons arising in connection with any acts, omissions, facts or circumstances occurring prior to such amendment.

15. Acknowledgement. In furtherance of this Agreement, by execution hereof, each Member acknowledges, agrees and approves of the previous conversion of the Company from Enlighten IT Consulting Inc., a Maryland corporation, to Enlighten IT Consulting LLC, a Maryland limited liability company, and the transactions related to such conversion.

17. Amendments. Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by a vote of Members holding a majority of the Units.

18. Governing Law. This Agreement shall be governed by, and construed under, the internal laws of the State of Maryland, all rights and remedies being governed by said laws.

*     *     *     *     *

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Limited Liability Company Agreement as of the date first written above.

ENLIGHTEN IT CONSULTING LLC
By:
Name:	Shawn D. Justice
Title:	CEO & President

MEMBERS
ZENITH IT HOLDINGS, INC.
By:
Name:	Shawn D. Justice
Title:	Chief Executive Officer

[Signature Page to Enlighten IT Consulting LLC – Limited Liability Company Agreement]

Schedule 1

Units and Percentage Interests

Member	Units		Percentage
Zenith IT Holdings, Inc.		77.64706		100	%

Schedule 1 to

Enlighten IT Consulting LLC Limited Liability Company Agreement

Schedule 2

Officers

Title	Name
Shawn D. Justice	President and CEO
Duane Shugars	Chief Operating Officer
Tobbi L. Justice	Secretary

Schedule 2 to

Enlighten IT Consulting LLC Limited Liability Company Agreement

EX-3.103

Exhibit 3.103

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:34 PM 01/03/2017
FILED 06:34 PM 01/03/2017	STATE OF DELAWARE
SR 20170027001 - File Number 3444444	CERTIFICATE OF MERGER OF
	FOREIGN CORPORATION INTO
	A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is Alion Science and Technology Corporation (“Surviving Corporation”), a Delaware corporation, and the name of the wholly-owned subsidiary being merged into this Surviving Corporation is Washington Consulting Government Services, Inc. (“Subsidiary”), a Virginia corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the Surviving Corporation and Subsidiary pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the Surviving Corporation is Alion Science and Technology Corporation, a Delaware corporation.

FOURTH: The Certificate of Incorporation of Surviving Corporation, as now in force and effect, shall continue to be the Certificate of Incorporation of the Surviving Corporation.

FIFTH: The Surviving Corporation owns all of the 100 outstanding shares of capital stock with no par value of the Merger Subsidiary.

SIXTH: Each share of the Subsidiary issued and outstanding immediately prior to the filing of this Certificate of Merger and owned by the Surviving Corporation, shall, by virtue of the Merger and without any action on the part of the Surviving Corporation, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist.

SEVENTH: The Agreement of Merger is on tile at the principal place of business of the Surviving Corporation at 1750 Tysons Boulevard, Suite 1300, McLean, VA 22102.

EIGHTH: A copy of the Agreement of Merger will be furnished by the Surviving Corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said Surviving Corporation has caused this certificate to be signed by an authorized officer, this 3rd day of January, 2017.

ALION SCIENCE AND TECHNOLOGY CORPORATION

By:
Name:	Brian T. Fisher
Title:	Secretary

EX-5.1

Exhibit 5.1

    Gibson, Dunn & Crutcher LLP   200 Park Avenue New York, NY 10166-0193 Tel 212.351.4000 www.gibsondunn.com

May 10, 2022

Huntington Ingalls Industries, Inc.

41101 Washington Avenue

Newport News, Virginia 23607

Re: Huntington Ingalls Industries, Inc. Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Huntington Ingalls Industries, Inc., a Delaware company (the “Company”), and certain of the Company’s subsidiaries listed on Annex A hereto (the “Guarantors”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to $400,000,000 aggregate principal amount of the Company’s 0.670% Senior Notes due 2023 (the “New 2023 Notes”) and up to $600,000,000 aggregate principal amount of the Company’s 2.043% Senior Notes due 2028 (the “New 2028 Notes” and, together with the New 2023 Notes, the “New Notes”), in exchange for a like principal amount of the Company’s outstanding 0.670% Senior Notes due 2023 (the “Outstanding 2023 Notes”) and a like principal amount of the Company’s outstanding 2.043% Senior Notes due 2028 (the “Outstanding 2028 Notes” and, together with the Outstanding 2023 Notes, the “Outstanding Notes”).

The New Notes are to be issued pursuant to the Indenture, dated as of August 16, 2021, as supplemented by the First Supplemental Indenture, dated as of December 14, 2021 (as so amended and supplemented, the “Indenture”) among the Company, the Guarantors party thereto and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), and are or will be guaranteed pursuant to the terms of the Indenture (the “Guarantees”).

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Indenture, the Outstanding Notes and the Guarantees related thereto and the forms of the New Notes and the Guarantees related thereto, and such other documents, corporate records, certificates of officers of the Company and the Guarantors and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company, the Guarantors and others.

Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles • Munich

New York • Orange County • Palo Alto • Paris • San Francisco • São Paulo • Singapore • Washington, D.C.

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May 10, 2022

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We are not admitted or qualified to practice law in Virginia, Maryland, or Ohio. Therefore, we have relied upon the opinions of Charles R. Monroe, Jr., Virginia Counsel to certain of the Guarantors, Ballard Spahr LLP, Maryland counsel to one of the Guarantors, and Hahn Loeser & Parks LLP, Ohio counsel to one of the Guarantors, with respect to matters governed by the laws of Virginia, Maryland and Ohio, respectively.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that, when the New Notes are executed and authenticated in accordance with the provisions of the Indenture and issued and delivered in exchange for the Outstanding Notes in the manner described in the Registration Statement, the New Notes will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and the Guarantees of the New Notes will constitute legal, valid and binding obligations of the Guarantors obligated thereon, enforceable against such Guarantors in accordance with their respective terms.

The opinion expressed above is subject to the following additional assumptions, exceptions, qualifications and limitations:

We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York, the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “Delaware LLC Act”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL and the Delaware LLC Act as currently in effect and have made such inquiries as we consider necessary to render the opinion above. This opinion is limited to the effect of the current state of the laws of the State of New York, the State of California and, to the limited extent set forth above, the State of Delaware and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

The opinions above are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws; (ii) provisions relating to indemnification, exculpation or contribution, to the

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extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; (iii) any waiver of the right to jury trial or (iv) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ GIBSON, DUNN & CRUTCHER LLP

ANNEX A

Guarantors

Guarantor	State of Formation
Alion Holding Corp.	Delaware
Alion Science and Technology Corporation	Delaware
Commonwealth Technology Innovation LLC	Virginia
Enlighten IT Consulting LLC	Maryland
Fleet Services Holding Corp.	Delaware
HII Defense and Federal Solutions, Inc.	Delaware
HII Energy Inc.	Virginia
HII Fleet Support Group LLC	Delaware
HII Mechanical Inc.	Virginia
HII Nuclear Inc.	Delaware
HII San Diego Shipyard Inc.	California
HII Services Corporation.	Delaware
HII TSD Holding Company.	Delaware
HII Technical Solutions Corporation	Delaware
HII Unmanned Systems, Inc.	Delaware
Huntington Ingalls Engineering Services, Inc.	Delaware
Huntington Ingalls Incorporated	Virginia
Huntington Ingalls Industries Energy and Environmental Services, Inc.	Delaware
Huntington Ingalls Unmanned Maritime Systems, Inc.	Delaware
MacAulay-Brown, Inc.	Ohio
Newport News Nuclear Inc.	Virginia
Veritas Analytics, Inc.	Virginia

EX-5.2

Exhibit 5.2

May 10, 2022

Re: Huntington Ingalls Industries, Inc. Registration Statement on Form S-4

Ladies and Gentlemen:

I am Corporate Vice President, Associate General Counsel and Secretary of Huntington Ingalls Industries, Inc., a Delaware corporation (the “Company”), and am delivering this opinion with respect to the subsidiaries of the Company set forth on Exhibit A hereto (each, a “Covered Guarantor” and collectively, the “Covered Guarantors”) in connection with a Registration Statement on Form S-4 (such Registration Statement as amended or supplemented, the “Registration Statement”), including the related prospectus (the “Prospectus”), to be filed by the Company and the subsidiaries of the Company listed on Schedule B hereto (each, a “Guarantor” and collectively, the “Guarantors”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s issuance and exchange (the “Exchange Offer”) of up to $600,000,000 aggregate principal amount of its 2.043% Senior Notes due 2028 (the “New 2028 Notes”) for a like principal amount of the Company’s outstanding 2.043% Senior Notes due 2028 (the “Old 2028 Notes”) and $400,000,000 aggregate principal amount of its 0.670% Senior Notes due 2023 (the “New 2023 Notes” and, together with the New 2028 Notes, the “New Notes”) for a like principal amount of the Company’s outstanding 0.670% Senior Notes due 2023 (the “Old 2023 Notes” and, together with the Old 2028 Notes, the “Old Notes”), in each case, in accordance with the terms of a Registration Rights Agreement, dated as of August 16, 2021, by and among the Company, the Guarantors and the initial purchasers of the Old Notes, which is filed as Exhibit 4.3 to the Registration Statement (the “Registration Rights Agreement”). The Old Notes are, and the New Notes will be, fully and unconditionally guaranteed as to payment of principal and interest on a senior unsecured basis by the Guarantors (the “Exchange Guarantees” and, together with the New Notes, the “Securities”). The Old Notes were issued, and the New Notes are to be issued, pursuant to an indenture, dated as of August 16, 2021 (such indenture, as amended and supplemented, the “Indenture”), among the Company, the Guarantors and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), which is filed as Exhibit 4.1 to the Registration Statement.

I (or attorneys under my supervision or at my request) have examined and relied upon (i) signed copies of the Registration Statement to be filed with the Commission, including the exhibits thereto; (ii) the Prospectus; (iii) the Indenture, including the terms of the Exchange Guarantees set forth therein; (iv) the Registration Rights Agreement; (v) the Old Notes; and (vi) the New Notes. I (or attorneys under my supervision or at my request) have also examined and relied upon the Articles of Incorporation of each of the Covered Guarantors that is a corporation, the Articles of Organization of the Covered Guarantor that is a limited liability company, the Bylaws of each of the Covered Guarantors that is a corporation, the Limited Liability Company Agreement of the Covered Guarantor that is a limited liability company, and the respective minutes of meetings of the Boards of Directors or equivalent governing body of each of the Covered Guarantors as provided to me by the Covered Guarantors.

In my examination of the foregoing documents, I have assumed the genuineness of all signatures, the legal capacity of all signatories, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies, the authenticity of such original documents and the completeness and accuracy of the corporate minute books of the Covered Guarantors.

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I have relied as to certain matters on information obtained from public officials and officers of the Covered Guarantors.

I express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Virginia. I also express no opinion herein with respect to compliance by the Company or any Guarantor with the securities or “blue sky” laws of any state or other jurisdiction of the United States or of any foreign jurisdiction. I express no opinion and make no statement herein with respect to the antifraud laws of any jurisdiction.

I am of the opinion that (1) each Covered Guarantor is a corporation or limited liability company validly existing and in good standing under the laws of the Commonwealth of Virginia, (2) each Covered Guarantor has all requisite corporate or limited liability power and authority to execute and deliver and perform its respective obligations under the Exchange Guarantees and to consummate the Exchange Offer, (3) the execution and delivery by each Covered Guarantor of, and the performance by such Covered Guarantor of its respective obligations under, the Indenture and the Exchange Guarantees and the consummation of the Exchange Offer have been duly authorized by such Covered Guarantor and (4) the Indenture has been duly executed and delivered by each Covered Guarantor.

Please note that I am opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and I disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments that might affect any matters or opinions set forth herein.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of my name therein and in the related Prospectus and in any prospectus supplement under the caption “Legal Matters.” In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Charles R. Monroe, Jr.

Charles R. Monroe, Jr.

Corporate Vice President, Associate General Counsel and Secretary

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Schedule A

Covered Guarantors

Exact Name of Guarantor as specified in its Charter	State of Organization
Commonwealth Technology Innovation LLC	Virginia
HII Energy Inc.	Virginia
HII Mechanical Inc.	Virginia
Huntington Ingalls Incorporated	Virginia
Newport News Nuclear Inc.	Virginia
Veritas Analytics, Inc.	Virginia

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Schedule B

Guarantors

Exact Name of Guarantor as specified in its Charter	State of Organization
Alion Holding Corp.	Delaware
Alion Science and Technology Corporation	Delaware
Commonwealth Technology Innovation LLC	Virginia
Enlighten IT Consulting LLC	Maryland
Fleet Services Holding Corp.	Delaware
HII Defense and Federal Solutions, Inc.	Delaware
HII Energy Inc.	Virginia
HII Fleet Support Group LLC	Delaware
HII Mechanical Inc.	Virginia
HII Nuclear Inc.	Delaware
HII San Diego Shipyard Inc.	California
HII Services Corporation	Delaware
HII TSD Holding Company	Delaware
HII Technical Solutions Corporation	Delaware
HII Unmanned Maritime Systems, Inc.	Delaware
Huntington Ingalls Engineering Services, Inc.	Delaware
Huntington Ingalls Incorporated	Virginia
Huntington Ingalls Industries Energy and Environmental Services, Inc.	Delaware
Huntington Ingalls Unmanned Maritime Systems, Inc.	Delaware
MacAulay-Brown, Inc.	Ohio
Newport News Nuclear Inc.	Virginia
Veritas Analytics, Inc.	Virginia

EX-5.3

Exhibit 5.3

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

300 East Lombard Street, 18th Floor

Baltimore, MD 21202-3268

TEL 410.528.5600

FAX 410.528.5650

www.ballardspahr.com

May 10, 2022

Enlighten IT Consulting LLC

c/o Huntington Ingalls Industries, Inc.

4101 Washington Avenue

Newport News, Virginia 23607

Re: Enlighten IT Consulting LLC, a Maryland limited liability company (the “Company”) – Offer by Huntington Ingalls Industries, Inc., a Delaware corporation of which the Company is a wholly-owned subsidiary (the “Issuer”), to (A) exchange up to $600,000,000 aggregate principal amount of the Issuer’s 2.043% Senior Notes due 2028 guaranteed by the Company (the “New 2028 Notes”) and registered under the Securities Act of 1933, as amended (the “Act”), pursuant to a Registration Statement on Form S-4 (the “Registration Statement”), for an equal aggregate principal amount of the Issuer’s outstanding 2.043% Senior Notes due 2028 guaranteed by the Company (the “Old 2028 Notes”), and (B) exchange up to $400,000,000 aggregate principal amount of the Issuer’s 0.670% Senior Notes due 2023 guaranteed by the Company (the “New 2023 Notes”, and together with the New 2028 Notes, collectively, the “New Notes”) and registered under the Act pursuant to the Registration Statement, for an equal aggregate principal amount of the Issuer’s outstanding 0.670% Senior Notes due 2023 guaranteed by the Company (the “Old 2023 Notes”, and together with the Old 2028 Notes, collectively, the “Old Notes”)

Ladies and Gentlemen:

We have acted as Maryland limited liability company counsel to the Company in connection with the registration of the New Notes under the Act pursuant to the Registration Statement filed or to be filed by the Issuer and certain subsidiaries of the Issuer, including the Company (each, a “Guarantor” and collectively, the “Guarantors”), with the United States Securities and Exchange Commission (the “Commission”) on or about the date hereof. You have requested our opinion with respect to the matters set forth below.

We understand that the Old Notes were issued by the Issuer on or about August 16, 2021 under, and subject to the terms of, the Indenture (as defined herein), and that, pursuant to the First Supplemental Indenture (as defined herein) and Article 10 of the Indenture, the Company has provided a full and unconditional guarantee with respect to the Old Notes. We further understand that, as contemplated by the Registration Rights Agreement (as defined herein), (i) the New Notes

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with terms substantially identical to those of the Old Notes will be issued by the Issuer under, and subject to the terms of, the Indenture, as supplemented by the First Supplemental Indenture, in exchange for Old Notes pursuant to an exchange offer by the Issuer under the Registration Statement, and (ii) the Company will provide a full and unconditional guarantee with respect to the New Notes pursuant to the First Supplemental Indenture and Article 10 of the Indenture (the “Exchange Guarantee”). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Indenture.

In our capacity as Maryland limited liability company counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

(i) Articles of Organization of the Company filed with the State Department of Assessments and Taxation of Maryland (the “Department”) on December 21, 2016 (the “Articles of Organization”);

(ii) the Operating Agreement of the Company, dated as of December 21, 2016 and the related Irrevocable Assignment of Membership Interest, dated December 27, 2016 (collectively, the “Operating Agreement”);

(iii) resolutions adopted by the sole member of the Company dated May 9, 2022 (the “Resolutions”);

(iv) the Registration Statement and the related prospectus, in substantially the form filed or to be filed with the Commission pursuant to the Act;

(v) a fully executed copy of the Registration Rights Agreement, dated August 16, 2021, by and among the Issuer, certain of the Guarantors and BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., Scotia Capital (USA), Inc. and U.S. Bancorp Investments, Inc., as representatives of the initial purchasers (the “Registration Rights Agreement”);

(vi) a fully executed copy of the Indenture, dated as of August 16, 2021 (the “Indenture”), by and among the Issuer, certain of the Guarantors and U.S. Bank National Association, as trustee;

(vii) a fully executed copy of the First Supplemental Indenture, dated as of December 14, 2021 (the “First Supplemental Indenture”), by and among the Issuer, certain of the Guarantors (including the Company) and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee;

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(viii) a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly formed and existing under the laws of the State of Maryland;

(ix) a certificate of Charles R. Monroe, Jr., the Secretary of the Company, and D. R. Wyatt the Treasurer of the Company, dated as of the date hereof (the “Officers’ Certificate”), to the effect that, among other things, the Articles of Organization, the Operating Agreement and the Resolutions are true, correct and complete, have not been rescinded or modified and are in full force and effect on the date of the Officers’ Certificate, and that the Company is a wholly-owned subsidiary of the Issuer, and certifying as to the manner of adoption or approval of the Resolutions, the form, approval, execution and delivery of the Indenture and the First Supplemental Indenture (which Indenture and First Supplemental includes the Exchange Guarantee) and the Registration Rights Agreement; and

(x) such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth in this letter, subject to the limitations, assumptions, and qualifications noted below.

In reaching the opinions set forth below, we have assumed the following:

(a) each person executing any of the Documents on behalf of any party (other than the Company) is duly authorized to do so;

(b) each natural person executing any of the Documents is legally competent to do so;

(c) each of the parties (other than the Company) executing any instrument, document or agreement reviewed by us has duly authorized and validly executed and delivered each such instrument, document and agreement to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with their respective terms;

(d) any of the Documents submitted to us as originals are authentic; the form and content of any Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents as executed and delivered; any of the Documents submitted to us as certified, facsimile or photostatic copies conform to the original document; all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; all statements and information contained in the Documents are true and complete; there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the Documents by action or omission of the parties or otherwise;

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(e) the actions documented by the Resolutions were taken by duly authorized written consent of the sole member of the Company in accordance with the Articles of Organization and the Operating Agreement of the Company;

(f) all representations, warranties, statements and responses to questions made in or pursuant to the Indenture, the First Supplemental Indenture, and the Registration Rights Agreement by the Company and each other party thereto (other than representations and warranties of the Company as to legal matters on which an opinion is rendered herein) are true and correct;

(g) the Officers’ Certificate, and all other certificates submitted to us, are true, correct and complete both when made and as of the date hereof;

(h) the Company has not, and is not required to be, registered under the Investment Company Act of 1940;

(i) the Old Notes were, and the New Notes will be, issued under and subject to the terms of the Indenture as supplemented by the First Supplemental Indenture;

(j) the transactions consummated, and to be consummated, pursuant to the Indenture as supplemented by the First Supplemental Indenture (including the Exchange Guarantee contained therein) and the Registration Rights Agreement have and will, as applicable, result in receipt by the Company of good and valuable consideration, and such transactions are fair and reasonable to the Company; and

(k) the New Notes have been duly and validly authorized, and will be duly and validly executed and delivered, by the Issuer and will be issued solely in exchange for the Old Notes in an exchange offer pursuant to the Registration Statement in accordance with the Indenture, as supplemented by the First Supplemental Indenture, and the Registration Rights Agreement; and the form, terms and conditions of the New Notes will be substantially identical to those of the Old Notes, and in no event will the aggregate principal amount of the New 2028 Notes exceed $600,000,000, nor will the aggregate principal amount of the New 2023 Notes exceed $400,000,000.

BALLARD SPAHR LLP

Enlighten IT Consulting LLC

May 10, 2022

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Based on our review of the foregoing and subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:

(1) The Company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Maryland and has the requisite limited liability company power and authority to execute and deliver the First Supplemental Indenture and perform it obligations under the First Supplemental Indenture and the Indenture (which includes the Exchange Guarantee).

(2) The execution and delivery by the Company of the First Supplemental Indenture (which, together with the Indenture, includes the Exchange Guarantee) have been duly authorized by all necessary limited liability company action on the part of the Company, and the First Supplemental Indenture (which, together with the Indenture, includes the Exchange Guarantee) has been duly executed and delivered by the Company.

The foregoing opinion is limited to the laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

This opinion letter is issued as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after the date hereof.

We consent to your filing this opinion as an exhibit to the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the New Notes. We also consent to the identification of our firm as Maryland counsel to the Company in the section of the Registration Statement entitled “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.

Very truly yours,

/s/ Ballard Spahr LLP

EX-5.4

Exhibit 5.4

May 10, 2022

MacAulay-Brown, Inc.

c/o Huntington Ingalls Industries, Inc.

4101 Washington Avenue

Newport News, VA 23607

Re: Exchange Offer of $600,000,000 aggregate principal amount of new 2.043% Senior Notes due 2028 (the “New 2028 Notes”) in exchange for an equal amount of outstanding 2.043% Senior Notes due 2028 (the “Old 2028 Notes” and, together with the New 2028 Notes, the “2028 Notes”) and $400,000,000 aggregate principal amount of new 0.670% Senior Notes due 2023 (the “New 2023 Notes”) in exchange for an equal amount of outstanding 0.670% Senior Notes due 2023 (the “Old 2023 Notes” and, together with the New 2023 Notes, the “2023 Notes”). The Old 2023 Notes and the Old 2028 Notes are collectively referred to as the “Old Notes” and the New 2023 Notes and the New 2028 Notes are collectively referred to as the “New Notes.”

Ladies and Gentlemen:

We have been engaged as special Ohio legal counsel to MacAulay-Brown, Inc., an Ohio corporation (the “Company”) and wholly-owned subsisidary of Huntington Ingalls, Inc., a Delaware corporation (the “Issuer”). The Issuer intends to register the New Notes under the Act pursuant to the Registration Statement filed or to be filed by the Issuer and its subsidiaries including the Company. The Company will guarantee the Company’s obligations under the New Notes and the Transaction Documents, as herein defined. You have requested our opinion with respect to the matters set forth below.

In our capacity as special Ohio legal counsel to the Company and for the purposes of this Opinion, we have reviewed and examined copies of executed originals, or copies certified or otherwise identified to our safisfation, of the following documents and instruments related to the (i) organization and governance of the Company (collectively, the “Organizational Documents”) and the Company’s guarantee of the Senior Notes:

For purposes of this Opinion, the Organizational Documents consist of the following:

(a) the Articles of Incorporation of the Company on file with the Ohio Secretary of State (the “OSOS”) as of the date hereof (the “Articles”);

MacAulay-Brown, Inc. c/o Huntington Ingalls Industries, Inc. May 10, 2022 Page  2

(b) the Code of Regulations of the Company (the “Regulations”);

(c) Resolutions adopted by the Board of Directors of the Company (the “Board”) on May 9, 2022 (the “Directors’ Resolutions”);

(d) A certificate of Good Standing of the Company from the OSOS (the “Ohio Good Standing Certificate”);

(e) a certificate of Charles R. Monroe, Jr., the Secretary of the Company, and D. R. Wyatt the Treasurer of the Company, dated as of the date hereof (the Officers’ Certificate), to the effect that, among other things, the Articles, Regulations and the Directors’ Resolutions are true, correct and complete, have not been rescinded or modified;

and the Transaction Documents consist of the following:

(f) the Registration Statement and related prospectus, each dated as of May 10, 2022 in substantially the form filed or to be filed with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”);

(g) the Registration Rights Agreement, dated August 16, 2021, by and among the Issuer, the Guarantors and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the initial purchasers (the “Registration Rights Agreement”); and

(h) the Indenture, dated as of August 16, 2021(the “Indenture”), by and among the Issuer, the Company and Wells Fargo Bank, National Association, as trustee; and

(i) the form of Old Notes and the New Notes.

With your consent, we have reviewed only such documents and records of the Company as we have deemed necessary to render this Opinion, and we have not reviewed any other records of any other party to the transactions contemplated by the Transaction Documents, as none have been made available to us for the purpose of this Opinion. Accordingly, as to any facts material to this Opinion, we have assumed and relied solely upon the factual accuracy of all warranties and representations of the parties contained in, and other factual information set forth in, the Transaction Documents, the Officers’ Certificate and other certificates of officers of the Company which we have not independently verified; nothing, however, has come to our attention to cause us to believe that any such factual matters are inaccurate.

MacAulay-Brown, Inc. c/o Huntington Ingalls Industries, Inc. May 10, 2022 Page  3

ASSUMPTIONS

With your approval for purposes of this Opinion, we have assumed (i) the genuineness of all signatures on documents and records, including the Organizatinal Documents and the Transaction Documents including the signature of the officers of the Company, (ii) the due authorization of persons executing such documents and records in a representative capacity other than the representatives of the Company, (iii) the authenticity and completeness of all documents and records submitted to us as originals and the conformity to the original documents and records of all documents and records submitted to us as copies of the originals and (iv) that each of the natural persons executing such documents and records is legally competent and not under any legal disability to execute and deliver the Transaction Documents.

In basing the opinions and other matters set forth below herein upon our “knowledge,” the word “knowledge” signifies that, in the course of our representation of the Company in matters with respect to which we have been engaged by the Company as legal counsel, no information has come to our attention that would give us actual knowledge or actual notice that the factual assumptions made in connection with any of such opinions or other matters are not accurate or that any of the foregoing records, documents, instruments, reports and other information on which we have relied are not accurate, and it is intended to be limited to the knowledge of the lawyers presently within our firm who have worked on such matters on behalf of the Company since April 15, 2022.

In addition, we have assumed the following:

(a)    each of the obligations of the parties, including the Company, set forth herein are legal, valid and binding and are enforceable in accordance with their respective terms;

(b)    any of the Transaction Documents submitted to us as originals are authentic; the form and content of any Transaction Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from and form and content of such documents as executed and delivered; any of the Transaction Documents submitted to us as certified, facsimile or photostatic copies conform to the original document; all signatures on all of the Transaction Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; all statements and information contained in the Transaction Documents are true and complete; there has been no modification of, or amendment to, any of the Transaction Documents, and there has been no waiver of any provision of any of the Transaction Documents by action or omission of the parties or otherwise;

MacAulay-Brown, Inc. c/o Huntington Ingalls Industries, Inc. May 10, 2022 Page  4

(c)    the actions documented by the Directors’ Resolutions were taken at a duly called meeting of directors at which a quorum of the Board or a committee thereof, as the case may be, was present, by the affirmative vote of a majority of the members of the Board present, or a committee thereof, as the case may be, or by unanimous consent by all incumbent members of the Board, or a committee thereof, as the case may be, all in accordance with the Articles and Regulations of the Company;

(d)    all representations, warranties, statements and responses to questions made in or pursuant to the Indenture and the Registration Rights Agreement by the Company and each other party thereto (other than representations and warranties of the Company as to legal matters on which an opinion is rendered herein) are true and correct;

(e)    the Officers’ Certificate, and all other certificates submitted to us, are true, correct and complete both when made and as of the date hereof;

(f)    the Company has not, and is not required to be, registered under the Investment Company Act of 1940;

(g)    the Old Notes were, and the New Notes will be, issued under and subject to the terms of the Indenture;

(h)    the transactions consummated, and to be consummated, pursuant to the Indenture (including the Exchange Guarantee contained therein) and the Registration Rights Agreement have and will, as applicable, result in receipt by the Company of good and valuable consideration, and such transactions are fair and reasonable to the Company; and

(i)    the New Notes have been duly and validly authorized, and will be duly and validly executed and delivered, by the Issuer and will be issued solely in exchange for the Old Notes in an exchange offer pursuant to the Registration Statement in accordance with the Indenture and the Registration Rights Agreement; and the form, terms and conditions of the New Notes will be substantially identical to those of the Old Notes, and in no event will the aggregate principal amount of the New 2028 Notes exceed $600,000,000, nor will the aggregate principal amount of the New 2023 Notes exceed $400,000,000.

OPINIONS

Based on our review of the foregoing and subject to the assumptions and qualifications set forth herein, we are of the opinion that:

(1)    The Company is a corporation organized and, based solely on and as of the date of the Ohio Good Standing Certificate is validly existing and in good standing under the laws of the State of Ohio and has the requisite corporate power and authority to execute and deliver and perform its obligations under the Indenture (which includes the Exchange Guarantee) and Registration Rights Agreement.

MacAulay-Brown, Inc. c/o Huntington Ingalls Industries, Inc. May 10, 2022 Page  5

(2)    The execution and delivery by the Company of the Indenture (which includes the Exchange Guarantee) and the Registration Rights Agreement have been duly authorized by all necessary corporate action on the part of the Company, and the Indenture (which includes the Exchange Guarantee) and the Registration Rights Agreement have been duly executed and delivered by the Company.

QUALIFICATIONS, LIMITATIONS AND EXCEPTIONS

Without limiting the generality of, or implying any other limitation of, any other assumption, qualification, limitation or exception set forth in this Opinion, our opinions set forth herein are subject to each of the following exceptions and the effect thereof:    

A. This Opinion is limited to the laws of the State of Ohio, the federal laws of the United States of America, all as presently in effect, to present judicial interpretations thereof, and to the facts as they presently exist. In rendering this Opinion, we assume no obligation to revise or supplement this Opinion should the present laws of any jurisdiction mentioned above be changed by legislative action, judicial decision, or otherwise or should the facts as they presently exist change.

B. The effect and possible unenforceability of contractual provisions providing for choice of law, jurisdiction and/or forum;

C. The effect of course of dealing, course of performance, or the like, that would modify the terms of an agreement or the respective rights or obligations of the parties under an agreement;

D. The effect of laws requiring mitigation of damages;

E. Any and all opinions rendered by this firm in this Opinion are limited to the matters expressly set forth in Paragraphs 1 through 2 hereinabove following the phrase “we are of the opinion that”; and no opinion is implied or to be inferred beyond the matters expressly so stated. Without implying any limitation upon the foregoing sentence, the following matters, including their effects and the effects of non-compliance, are not covered by implication or otherwise in this Opinion, unless coverage thereof is specifically addressed herein:

a. Local municipal or county law;

b. Zoning, land use, subdivision and other development laws;

MacAulay-Brown, Inc. c/o Huntington Ingalls Industries, Inc. May 10, 2022 Page  6

c. Law concerning access by the disabled and building codes;

d. Federal or state securities laws;

e. Antitrust and unfair competition law;

f. Fiduciary obligations;

g. Pension and employee benefit law, e.g., ERISA;

h. Regulations T, U and X of the Board of Governors of the Federal Reserve System;

i. Tax law;

j. Patent, copyright, trademark and other intellectual property law;

k. Racketeering law, e.g., RICO;

l. Criminal statutes of general application, e.g., mail fraud and wire fraud;

m. Health and safety law, e.g., OSHA;

n. Labor law; or

o. Law concerning national or local emergency.

We are members of the Bar of the State of Ohio and we do not purport to be experts on, or to express an opinion herein concerning, any law other than the law of the State of Ohio and the federal laws of the United States. Accordingly, this Opinion is limited to the laws of the State of Ohio and except as noted herein the federal laws of the United States, in each instance as such laws exist on the date of this Opinion. We express no opinion as to (i) the applicability, effect or impact of any federal or state securities laws, including the Act and any state securities laws of the State of Ohio; (ii) the validity of the securities to be offered pursuant to the Transaction Documents; (iii) the Issuer’s or the Company’s compliance with federal of state securities laws or regulations related to such securities; (iv) the nature or enforceability of the substantive provisions of any of the Transaction Documents. We further expressly disclaim any obligation to update our opinions herein, regardless of whether changes in such facts or laws come to our attention after the delivery hereof.

We acknowledge that the Company has requested that this Opinion be rendered to the Issuer in connection with the transactions described in the Transaction Documents. This Opinion may not be used for any other purposes, or relied upon by any other individual or organization for

MacAulay-Brown, Inc. c/o Huntington Ingalls Industries, Inc. May 10, 2022 Page  7

any other purpose, without our prior written consent. We consent to your filing of this Opinion as an exhibit to the Registration Statement and to the application to the securities commissioners for the various states of the United States for registration of the New Notes.

Very truly yours,

/s/ Hahn Loeser & Parks LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated February 10, 2022 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, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte & Touche LLP

Richmond, Virginia

May 10, 2022

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

91-1821036

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Elizabeth A. Boyd

U.S. Bank Trust Company, National Association

1051 East Cary Street

Richmond, VA 23219

(804) 343-1564

(Name, address and telephone number of agent for service)

Huntington Ingalls Industries, Inc.

(Issuer with respect to the Securities)

Delaware	90-0607005
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4101 Washington Avenue Newport News, Virginia	23607
(Address of Principal Executive Offices)	(Zip Code)

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant Guarantor as specified in its Charter	State of Organization		I.R.S. Employer Identification Number
Alion Holding Corp.		DE		32-0470778
Alion Science and Technology Corporation		DE		54-2061691
Commonwealth Technology Innovation LLC		VA		54-0830764
Enlighten IT Consulting LLC		MD		37-1557009
Fleet Services Holding Corp.		DE		54-1946720
HII Defense and Federal Solutions, Inc.		DE		06-1159755
HII Energy Inc.		VA		26-3545840
HII Fleet Support Group LLC		DE		54-1939565
HII Mechanical Inc.		VA		54-0793624
HII Nuclear Inc.		DE		13-2635898
HII San Diego Shipyard Inc.		CA		95-3647413
HII Services Corporation		DE		47-1929107
HII TSD Holding Company		DE		81-1485592
HII Technical Solutions Corporation		DE		81-4093439
HII Unmanned Systems, Inc.		DE		47-1812325
Huntington Ingalls Engineering Services, Inc.		DE		46-5604607
Huntington Ingalls Incorporated		VA		54-0318880
Huntington Ingalls Industries Energy and Environmental Services, Inc.		DE		46-4331677
Huntington Ingalls Unmanned Maritime Systems, Inc.		DE		47-1808444
MacAulay-Brown, Inc.		OH		31-0957692
Newport News Nuclear Inc.		VA		11-3813378
Veritas Analytics, Inc.		VA		54-1932458

The address for each of the Registrant Guarantors is

c/o Huntington Ingalls Industries, Inc. 4101 Washington Avenue Newport News, Virginia	23607
(Address of principal executive offices)	Zip Code)

2.043% Senior Notes due 2028

Guarantees of 2.043% Senior Notes due 2028

0.670% Senior Notes due 2023

Guarantees of 0.670% Senior Notes due 2023

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee, attached as Exhibit 1.

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4. A copy of the existing bylaws of the Trustee, attached as Exhibit 4.

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of December 31, 2021 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Richmond, State of Virginia on the 10th of May, 2022.

By:	/s/ Elizabeth A. Boyd
	Elizabeth A. Boyd
	Vice President

Exhibit 1

ARTICLES OF ASSOCIATION OF

U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

For the purpose of organizing an association (the “Association) to perform any lawful activities of national banks, the undersigned enter into the following Articles of Association:

FIRST. The title of this Association shall be U. S. Bank Trust Company, National Association.

SECOND. The main office of the Association shall be in the city of Portland, county of Multnomah, state of Oregon. The business of the Association will be limited to fiduciary powers and the support of activities incidental to the exercise of those powers. The Association may not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency.

THIRD. The board of directors of the Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association or of a holding company owning the Association, with an aggregate par, fair market, or equity value of not less than $1,000, as of either (i) the date of purchase, (ii) the date the person became a director, or (iii) the date of that person’s most recent election to the board of directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may increase the number of directors up to the maximum permitted by law. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualified or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determined the number of directors of the Association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the Bylaws, or if that day falls on a legal holiday in the state in which the

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Association is located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases, at least 10 days’ advance notice of the meeting shall be given to the shareholders by first-class mail.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares he or she owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by the shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him or her is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal.

FIFTH. The authorized amount of capital stock of the Association shall be 1,000,000 shares of common stock of the par value of ten dollars ($10) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. The Association shall have only one class of capital stock.

No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix.

Transfers of the Association’s stock are subject to the prior written approval of a federal depository institution regulatory agency. If no other agency approval is required, the approval of the Comptroller of the Currency must be obtained prior to any such transfers.

Unless otherwise specified in the Articles of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

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Unless otherwise specified in the Articles of Association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval.

Unless otherwise provided in the Bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

The Association, at any time and from time to time, may authorize and issue debt obligations, whether subordinated, without the approval of the shareholders. Obligations classified as debt, whether subordinated, which may be issued by the Association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH. The board of directors shall appoint one of its members president of this Association and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the Bylaws.

The board of directors shall have the power to:

(1) Define the duties of the officers, employees, and agents of the Association.

(2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the Association.

(3) Fix the compensation and enter employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

(4) Dismiss officers and employees.

(5) Require bonds from officers and employees and to fix the penalty thereof.

(6) Ratify written policies authorized by the Association’s management or committees of the board.

(7) Regulate the manner any increase or decrease of the capital of the Association shall be made; provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

- 3 -

(8) Manage and administer the business and affairs of the Association.

(9) Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association.

(10) Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to the shareholders.

(11) Make contracts.

(12) Generally perform all acts that are legal for a board of directors to perform.

SEVENTH. The board of directors shall have the power to change the location of the main office to any authorized branch within the limits of the city of Portland, Oregon, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of the Association for a location outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of the city of Portland, Oregon, but not more than thirty miles beyond such limits. The board of directors shall have the power to establish or change the location of any office or offices of the Association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH. The corporate existence of this Association shall continue until termination according to the laws of the United States.

NINTH. The board of directors of the Association, or any shareholder owning, in the aggregate, not less than 25 percent of the stock of the Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the United States, or waived by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to each shareholder of record at his/her address as shown upon the books of the Association. Unless otherwise provided by the Bylaws, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of the Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount; provided, that the scope of the Association’s activities and services may not be expanded without the prior written approval of the Comptroller of the Currency. The Association’s board of directors may propose one or more amendments to the Articles of Association for submission to the shareholders.

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In witness whereof, we have hereunto set our hands this 11^th of June, 1997.

Jeffrey T. Grubb

Robert D. Sznewajs

Dwight V. Board

P. K. Chatterjee

Robert Lane

Exhibit 2

	Office of the Comptroller of the Currency
	Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Michael J. Hsu, Acting Comptroller of the Currency, do hereby certify that:

I. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC I, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank Trust Company, National Association,” Portland, Oregon (Charter No. 23412), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

IN TESTIMONY WHEREOF, today, January 12, 2022, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia

Acting Comptroller of the Currency

2022-00335-C

Exhibit 3

	Office of the Comptroller of the Currency
	Washington, DC 20219

CERTIFICATE OF FIDUCIARY POWERS

I, Michael J. Hsu, Acting Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank Trust Company, National Association,” Portland, Oregon (Charter No. 23412), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

IN TESTIMONY WHEREOF, today, January 19, 2022, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.

Acting Comptroller of the Currency

2022-00354-C

Exhibit 4

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

AMENDED AND RESTATED BYLAWS

ARTICLE I

Meetings of Shareholders

Section 1.1. Annual Meeting. The annual meeting of the shareholders, for the election of directors and the transaction of any other proper business, shall be held at a time and place as the Chairman or President may designate. Notice of such meeting shall be given not less than ten (10) days or more than sixty (60) days prior to the date thereof, to each shareholder of the Association, unless the Office of the Comptroller of the Currency (the “OCC”) determines that an emergency circumstance exists. In accordance with applicable law, the sole shareholder of the Association is permitted to waive notice of the meeting. If, for any reason, an election of directors is not made on the designated day, the election shall be held on some subsequent day, as soon thereafter as practicable, with prior notice thereof. Failure to hold an annual meeting as required by these Bylaws shall not affect the validity of any corporate action or work a forfeiture or dissolution of the Association.

Section 1.2. Special Meetings. Except as otherwise specially provided by law, special meetings of the shareholders may be called for any purpose, at any time by a majority of the board of directors (the “Board”), or by any shareholder or group of shareholders owning at least ten percent of the outstanding stock.

Every such special meeting, unless otherwise provided by law, shall be called upon not less than ten (10) days nor more than sixty (60) days prior notice stating the purpose of the meeting.

Section 1.3. Nominations for Directors. Nominations for election to the Board may be made by the Board or by any shareholder.

Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting and any adjournments of such meeting and shall be filed with the records of the meeting.

Section 1.5. Record Date. The record date for determining shareholders entitled to notice and to vote at any meeting will be thirty days before the date of such meeting, unless otherwise determined by the Board.

Section 1.6. Quorum and Voting. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any

meeting of shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.

Section 1.7. Inspectors. The Board may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at all annual and special meetings of shareholders.

Section 1.8. Waiver and Consent. The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders.

Section 1.9. Remote Meetings. The Board shall have the right to determine that a shareholder meeting not be held at a place, but instead be held solely by means of remote communication in the manner and to the extent permitted by the General Corporation Law of the State of Delaware.

ARTICLE II

Directors

Section 2.1. Board of Directors. The Board shall have the power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board.

Section 2.2. Term of Office. The directors of this Association shall hold office for one year and until their successors are duly elected and qualified, or until their earlier resignation or removal.

Section 2.3. Powers. In addition to the foregoing, the Board shall have and may exercise all of the powers granted to or conferred upon it by the Articles of Association, the Bylaws and by law.

Section 2.4. Number. As provided in the Articles of Association, the Board of this Association shall consist of no less than five nor more than twenty-five members, unless the OCC has exempted the Association from the twenty-five- member limit. The Board shall consist of a number of members to be fixed and determined from time to time by resolution of the Board or the shareholders at any meeting thereof, in accordance with the Articles of Association. Between meetings of the shareholders held for the purpose of electing directors, the Board

by a majority vote of the full Board may increase the size of the Board but not to more than a total of twenty-five directors, and fill any vacancy so created in the Board; provided that the Board may increase the number of directors only by up to two directors, when the number of directors last elected by shareholders was fifteen or fewer, and by up to four directors, when the number of directors last elected by shareholders was sixteen or more. Each director shall own a qualifying equity interest in the Association or a company that has control of the Association in each case as required by applicable law. Each director shall own such qualifying equity interest in his or her own right and meet any minimum threshold ownership required by applicable law.

Section 2.5. Organization Meeting. The newly elected Board shall meet for the purpose of organizing the new Board and electing and appointing such officers of the Association as may be appropriate. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within thirty days thereafter, at such time and place as the Chairman or President may designate. If, at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting until a quorum is obtained.

Section 2.6. Regular Meetings. The regular meetings of the Board shall be held, without notice, as the Chairman or President may designate and deem suitable.

Section 2.7. Special Meetings. Special meetings of the Board may be called at any time, at any place and for any purpose by the Chairman of the Board or the President of the Association, or upon the request of a majority of the entire Board. Notice of every special meeting of the Board shall be given to the directors at their usual places of business, or at such other addresses as shall have been furnished by them for the purpose. Such notice shall be given at least twelve hours (three hours if meeting is to be conducted by conference telephone) before the meeting by telephone or by being personally delivered, mailed, or electronically delivered. Such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting.

Section 2.8. Quorum and Necessary Vote. A majority of the directors shall constitute a quorum at any meeting of the Board, except when otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. Unless otherwise provided by law or the Articles or Bylaws of this Association, once a quorum is established, any act by a majority of those directors present and voting shall be the act of the Board.

Section 2.9. Written Consent. Except as otherwise required by applicable laws and regulations, the Board may act without a meeting by a unanimous written consent by all directors, to be filed with the Secretary of the Association as part of the corporate records.

Section 2.10. Remote Meetings. Members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone, video or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 2.11. Vacancies. When any vacancy occurs among the directors, the remaining members of the Board may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose.

ARTICLE III

Committees

Section 3.1. Advisory Board of Directors. The Board may appoint persons, who need not be directors, to serve as advisory directors on an advisory board of directors established with respect to the business affairs of either this Association alone or the business affairs of a group of affiliated organizations of which this Association is one. Advisory directors shall have such powers and duties as may be determined by the Board, provided, that the Board’s responsibility for the business and affairs of this Association shall in no respect be delegated or diminished.

Section 3.2. Trust Audit Committee. At least once during each calendar year, the Association shall arrange for a suitable audit (by internal or external auditors) of all significant fiduciary activities under the direction of its trust audit committee, a function that will be fulfilled by the Audit Committee of the financial holding company that is the ultimate parent of this Association. The Association shall note the results of the audit (including significant actions taken as a result of the audit) in the minutes of the Board. In lieu of annual audits, the Association may adopt a continuous audit system in accordance with 12 C.F.R. § 9.9(b).

The Audit Committee of the financial holding company that is the ultimate parent of this Association, fulfilling the function of the trust audit committee:

(1)    Must not include any officers of the Association or an affiliate who participate significantly in the administration of the Association’s fiduciary activities; and

(2)    Must consist of a majority of members who are not also members of any committee to which the Board has delegated power to manage and control the fiduciary activities of the Association.

Section 3.3. Executive Committee. The Board may appoint an Executive Committee which shall consist of at least three directors and which shall have, and may exercise, to the extent permitted by applicable law, all the powers of the Board between meetings of the Board or otherwise when the Board is not meeting.

Section 3.4. Trust Management Committee. The Board of this Association shall appoint a Trust Management Committee to provide oversight of the fiduciary activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust Management Committee or such sub-committees, officers or others as may be duly designated by the Trust Management Committee shall oversee the processes related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance and the closing out or relinquishment of all trusts. The Trust Management Committee will provide regular reports of its activities to the Board.

Section 3.5. Other Committees. The Board may appoint, from time to time, committees of one or more persons who need not be directors, for such purposes and with such powers as the Board may determine; however, the Board will not delegate to any committee any powers or responsibilities that it is prohibited from delegating under any law or regulation. In addition, either the Chairman or the President may appoint, from time to time, committees of one or more officers, employees, agents or other persons, for such purposes and with such powers as either the Chairman or the President deems appropriate and proper. Whether appointed by the Board, the Chairman, or the President, any such committee shall at all times be subject to the direction and control of the Board.

Section 3.6. Meetings, Minutes and Rules. An advisory board of directors and/or committee shall meet as necessary in consideration of the purpose of the advisory board of directors or committee, and shall maintain minutes in sufficient detail to indicate actions taken or recommendations made; unless required by the members, discussions, votes or other specific details need not be reported. An advisory board of directors or a committee may, in consideration of its purpose, adopt its own rules for the exercise of any of its functions or authority.

ARTICLE IV

Officers

Section 4.1. Chairman of the Board. The Board may appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board. The Chairman shall supervise the carrying out of the policies adopted or approved by the Board; shall have general executive powers, as well as the specific powers conferred by these Bylaws; and shall also have and may exercise such powers and duties as from time to time may be conferred upon or assigned by the Board.

Section 4.2. President. The Board may appoint one of its members to be President of the Association. In the absence of the Chairman, the President shall preside at any meeting of the Board. The President shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of President, or imposed by these Bylaws. The President shall also have and may exercise such powers and duties as from time to time may be conferred or assigned by the Board.

Section 4.3. Vice President. The Board may appoint one or more Vice Presidents who shall have such powers and duties as may be assigned by the Board and to perform the duties of the President on those occasions when the President is absent, including presiding at any meeting of the Board in the absence of both the Chairman and President.

Section 4.4. Secretary. The Board shall appoint a Secretary, or other designated officer who shall be Secretary of the Board and of the Association, and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these Bylaws to be given; shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association; shall, upon request, authenticate any records of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the Secretary, or imposed by these Bylaws; and shall also perform such other duties as may be assigned from time to time by the Board. The Board may appoint one or more Assistant Secretaries with such powers and duties as the Board, the President or the Secretary shall from time to time determine.

Section 4.5. Other Officers. The Board may appoint, and may authorize the Chairman, the President or any other officer to appoint, any officer as from time to time may appear to the Board, the Chairman, the President or such other

officer to be required or desirable to transact the business of the Association. Such officers shall exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by these Bylaws, the Board, the Chairman, the President or such other authorized officer. Any person may hold two offices.

Section 4.6. Tenure of Office. The Chairman or the President and all other officers shall hold office until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the Board or authorized officer to discharge any officer at any time.

ARTICLE V

Stock

Section 5.1. The Board may authorize the issuance of stock either in certificated or in uncertificated form. Certificates for shares of stock shall be in such form as the Board may from time to time prescribe. If the Board issues certificated stock, the certificate shall be signed by the President, Secretary or any other such officer as the Board so determines. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to such person’s shares, succeed to all rights of the prior holder of such shares. Each certificate of stock shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. The Board may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association for stock transfers, voting at shareholder meetings, and related matters, and to protect it against fraudulent transfers.

ARTICLE VI

Corporate Seal

Section 6.1. The Association shall have no corporate seal; provided, however, that if the use of a seal is required by, or is otherwise convenient or advisable pursuant to, the laws or regulations of any jurisdiction, the following seal may be used, and the Chairman, the President, the Secretary and any Assistant Secretary shall have the authority to affix such seal:

ARTICLE VII

Miscellaneous Provisions

Section 7.1. Execution of Instruments. All agreements, checks, drafts, orders, indentures, notes, mortgages, deeds, conveyances, transfers, endorsements, assignments, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, guarantees, proxies and other instruments or documents may be signed, countersigned, executed, acknowledged, endorsed, verified, delivered or accepted on behalf of the Association, whether in a fiduciary capacity or otherwise, by any officer of the Association, or such employee or agent as may be designated from time to time by the Board by resolution, or by the Chairman or the President by written instrument, which resolution or instrument shall be certified as in effect by the Secretary or an Assistant Secretary of the Association. The provisions of this section are supplementary to any other provision of the Articles of Association or Bylaws.

Section 7.2. Records. The Articles of Association, the Bylaws as revised or amended from time to time and the proceedings of all meetings of the shareholders, the Board, and standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, or other officer appointed to act as Secretary of the meeting.

Section 7.3. Trust Files. There shall be maintained in the Association files all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 7.4. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and according to law. Where such instrument does not specify the character and class of investments to be made and does not vest in the Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under law.

Section 7.5. Notice. Whenever notice is required by the Articles of Association, the Bylaws or law, such notice shall be by mail, postage prepaid, e- mail, in person, or by any other means by which such notice can reasonably be expected to be received, using the address of the person to receive such notice, or such other personal data, as may appear on the records of the Association.

Except where specified otherwise in these Bylaws, prior notice shall be proper if given not more than 30 days nor less than 10 days prior to the event for which notice is given.

ARTICLE VIII

Indemnification

Section 8.1. The Association shall indemnify such persons for such liabilities in such manner under such circumstances and to such extent as permitted by Section 145 of the Delaware General Corporation Law, as now enacted or hereafter amended. The Board may authorize the purchase and maintenance of insurance and/or the execution of individual agreements for the purpose of such indemnification, and the Association shall advance all reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding to all persons entitled to indemnification under this Section 8.1. Such insurance shall be consistent with the requirements of 12 C.F.R. § 7.2014 and shall exclude coverage of liability for a formal order assessing civil money penalties against an institution-affiliated party, as defined at 12 U.S.C. § 1813(u).

Section 8.2. Notwithstanding Section 8.1, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements of 12 U.S.C. § 1828(k) and the implementing regulations thereunder; and (b) any indemnification payments and advancement of costs and expenses to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), in cases involving an administrative proceeding or civil action not initiated by a federal banking agency, shall be in accordance with Delaware General Corporation Law and consistent with safe and sound banking practices.

ARTICLE IX

Bylaws: Interpretation and Amendment

Section 9.1. These Bylaws shall be interpreted in accordance with and subject to appropriate provisions of law, and may be added to, altered, amended, or repealed, at any regular or special meeting of the Board.

Section 9.2. A copy of the Bylaws and all amendments shall at all times be kept in a convenient place at the principal office of the Association, and shall be open for inspection to all shareholders during Association hours.

ARTICLE X

Miscellaneous Provisions

Section 10.1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January in each year and shall end on the thirty-first day of December following.

Section 10.2. Governing Law. This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations or bank safety and soundness.

***

(February 8, 2021)

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: May 10, 2022

By:	/s/ Elizabeth A. Boyd
	Elizabeth A. Boyd
	Vice President

Exhibit 7

U.S. Bank Trust Company, National Association

Statement of Financial Condition

as of 12/31/2021*

($000’s)

	12/31/2021
Assets
Cash and Balances Due From	$	21,114
Depository Institutions
Securities		0
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		0
Intangible Assets		0
Other Assets		402
Total Assets	$	21,516
Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		43
Total Liabilities	$	43
Equity
Common and Preferred Stock		200
Surplus		800
Undivided Profits		20,473
Minority Interest in Subsidiaries		0
Total Equity Capital	$	21,473
Total Liabilities and Equity Capital	$	21,516

* In connection with the transfer of substantially all of the corporate trust business of U.S. Bank National Association (“USBNA”) to U.S. Bank Trust Company, National Association (“USBTC”) in January 2022, USBNA made a cash capital contribution of $600,000,000 to USBTC and a non-cash capital contribution of approximately $570,835,000 to USBTC. These contributions will be reflected in the future statements of financial condition.

EX-99.1

Exhibit 99.1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should immediately consult your broker, bank manager, lawyer, accountant, investment advisor or other professional adviser.

LETTER OF TRANSMITTAL

Relating to

HUNTINGTON INGALLS INDUSTRIES, INC.

Offer to Exchange

up to $600,000,000 2.043% Senior Notes due 2028 that have been registered under

the Securities Act of 1933, as amended (the “Securities Act”), for any and all of

our outstanding unregistered 2.043% Senior Notes due 2028

and

up to $400,000,000 0.670% Senior Notes due 2023 that have been registered under

the Securities Act, for any and all of

our outstanding unregistered 0.670% Senior Notes due 2023

Pursuant to the Prospectus, dated                 , 2022

The exchange offer will expire at 5:00 p.m., New York City time, on                 , 2022, unless extended (such date and time, as they may be extended, the “expiration date”). We do not currently intend to extend the expiration date. Tenders of Old Notes may be withdrawn at any time prior to the expiration date.

The exchange agent for the exchange offer is:

U.S. Bank Trust Company, National Association

By Mail or Hand Delivery (Registered or Certified Mail Recommended):

U.S. Bank Trust Company, National Association, as exchange agent

Corporate Actions

111 Fillmore Avenue

St. Paul, MN 55107-1402

Attn: Huntington Ingalls Industry Administrator

Cts.specfinance@usbank.com

2.043% Senior Notes due 2028

0.670% Senior Notes due 2023

To Confirm by Telephone:

800-934-6802

By Facsimile Transmission

(for eligible institutions only):

651-466-7367

Delivery of this Letter of Transmittal to an Address Other Than as Set Forth Above Will Not Constitute a Valid Delivery.

This document relates to the exchange offer made by Huntington Ingalls Industries, Inc. whereby we are offering $600,000,000 aggregate principal amount of new 2.043% Senior Notes due 2028 (the “New 2028 Notes”) and $400,000,000 aggregate principal amount of new 0.670% Senior Notes due 2023 (the “New 2023 Notes” and, together with the New 2028 Notes, the “New Notes”) in exchange for an equal amount of outstanding 2.043% Senior Notes due 2028 (the “Old 2028 Notes”) and 0.670% Senior Notes due 2023 (the “Old 2023 Notes” and, together with the Old 2028 Notes, the “Old Notes”).

The exchange offer is described in the Prospectus, dated                 , 2022 (as it may be amended or supplemented from time to time, the “Prospectus”) and in this Letter of Transmittal. All terms and conditions contained, or otherwise referred to, in the Prospectus are deemed to be incorporated in, and form a part of, this Letter of Transmittal. Therefore, you are urged to read carefully the Prospectus and the items referred to in the Prospectus. The terms and conditions contained in the Prospectus, together with the terms and conditions governing this Letter of Transmittal and the instructions herein, are collectively referred to as the “terms and conditions of the exchange offer.”

Upon the satisfaction or waiver of the conditions to the acceptance of Old Notes set forth in the Prospectus under “Description of the Exchange Offer—Conditions to the Exchange Offer,” we will accept for settlement Old Notes that have been validly tendered (and not subsequently validly withdrawn). We will deliver the New Notes on a date (the “settlement date”) promptly after the expiration date.

This Letter of Transmittal is to be used by a holder of Old Notes either if certificates representing Old Notes are to be physically delivered herewith, or delivery of Old Notes is to be made by book-entry transfer to the account maintained by Wells Fargo Bank, National Association (the “Exchange Agent”) at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the Prospectus under the caption “Description of the Exchange Offer—Procedures for Tendering” and an “agent’s message” is not delivered or being transmitted through ATOP (defined below) as described in the Prospectus under the caption “Description of the Exchange Offer—Procedures for Tendering.”

Tenders by book-entry transfer may also be made by delivering an agent’s message in lieu of this Letter of Transmittal pursuant to DTC’s Automated Tender Offer Program (“ATOP”). See procedures set forth in the Prospectus under the caption “Description of the Exchange Offer— Procedures for Tendering.” You should allow sufficient time for completion of the ATOP procedure with DTC if used for tendering your Old Notes prior to the expiration date. By using the ATOP procedures to exchange Old Notes, you will not be required to deliver an executed copy of this Letter of Transmittal to the Exchange Agent. However, you will be bound by its terms just as if you had signed it.

Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

The term “holder” with respect to the exchange offer for Old Notes means any person in whose name such Old Notes are registered on the books of the registrar for the Old Notes, any person who holds such Old Notes and has obtained a properly completed bond power from the registered holder or any participant in the DTC system whose name appears on a security position listing as the holder of such Old Notes and who desires to deliver such Old Notes by book-entry transfer at DTC.

Please read the entire Letter of Transmittal and the Prospectus carefully before checking any box below. The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent.

List below the Old Notes tendered under this Letter of Transmittal. If the space below is inadequate, list the registered numbers and principal amounts on a separate signed schedule and affix the list to this Letter of Transmittal.

Please note: You do not need to complete the below if your Old Notes are to be tendered by book-entry transfer and an agent’s message is delivered in lieu hereof pursuant to DTC’s ATOP. Please see the section captioned “Description of the Exchange Offer—Procedures for Tendering” in the Prospectus.

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DESCRIPTION OF OLD NOTES TENDERED
Name(s) and Address(es) of the DTC Participant(s) or Registered Holder(s) Exactly as Name(s) Appear(s) on Certificates Representing Old Notes (Please Fill In, If Blank)	Old Note(s) Tendered
	Registered Certificate Number(s)*	Series	Aggregate Principal Amount Represented by Note(s)	Principal Amount Tendered**
	TOTAL

* Need not be completed by book-entry holders

** Unless otherwise indicated, any tendering holder of Old Notes will be deemed to have tendered the entire aggregate principal amount represented by such Old Notes. All tenders must be in minimum principal amounts of $2,000 and integral multiples of $1,000 in excess thereof

☐ CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.

☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

Telephone/Facsimile No. for Notices:

Boxes below to be Checked by Eligible Institutions (as defined in Instruction 4 below) Only

☐ CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC.

Name of Tendering Institution:

DTC Account Number(s):

Transaction Code Number(s):

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☐ CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY.

Name(s) of Registered Holder(s):

Window Ticket Number (if any):

Date of Execution of Notice of Guaranteed Delivery:

Name of Eligible Institution that Guaranteed Delivery:

If Guaranteed Delivery is to be made by book-entry transfer:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Subject to the terms and conditions of the exchange offer, the undersigned hereby tenders to Huntington Ingalls Industries, Inc. (the “Company”) for exchange the principal amount of the series of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the principal amount of such series of Old Notes tendered in accordance with this Letter of Transmittal, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes tendered for exchange hereby.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact for the undersigned (with full knowledge that said Exchange Agent also acts as the agent for the Company in connection with the exchange offer) with respect to the tendered Old Notes with full power of substitution to:

• deliver such Old Notes, or transfer ownership of such Old Notes on the account books maintained by DTC, to the Company, as applicable, and deliver all accompanying evidences of transfer and authenticity; and

• present such Old Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms of the exchange offer.

The power of attorney granted in this paragraph shall be deemed to be irrevocable and coupled with an interest.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Old Notes tendered hereby and to acquire the New Notes issuable upon the exchange of such tendered Old Notes, and that the Company will acquire good and marketable title to the Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right, when the same are accepted for exchange by the Company.

The undersigned acknowledges that the exchange offer is being made in reliance upon interpretations set forth in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the “SEC”), including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), Mary Kay Cosmetics, Inc. (available June 5, 1991), Shearman & Sterling (available July 2, 1993) and similar no-action letters (the “Prior No-Action Letters”), that the New Notes issued in exchange for the Old Notes pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any holder that is a broker-dealer who purchased Old Notes directly from the Company for resale and any holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act (except for prospectus delivery obligations applicable to certain broker-dealers), provided that such New Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement or understanding with any person or entity to participate in the distribution (within the meaning of the Securities Act) of such New Notes in violation of the Securities Act. The SEC has not, however, considered this exchange offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the exchange offer as it has in other circumstances.

The undersigned hereby further represents to the Company that (i) any New Notes received will be acquired in the ordinary course of business of the undersigned; (ii) the undersigned does not have an arrangement or understanding with any person or entity to participate in the distribution (within the meaning of the Securities Act) of the New Notes in violation of the Securities Act; (iii) the undersigned is not an “affiliate” of the Company, within the meaning of Rule 405 of the Securities Act; (iv)(a) if the undersigned is not a broker-dealer, the undersigned is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act) of the New Notes; or (b) if the undersigned is a broker-dealer that will receive New Notes for its

5

own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of the New Notes; provided, however, that by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; and (v) the undersigned is not acting on behalf of any person or entity who could not truthfully make the statements set forth in (i) through (iv) above.

The undersigned acknowledges that if the undersigned is an “affiliate” of the Company (within the meaning of Rule 405 of the Securities Act) or is tendering Old Notes in the exchange offer with the intention of participating in any manner in a distribution of the New Notes:

• the undersigned cannot rely on the position of the staff of the SEC set forth in the Prior No-Action Letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the New Notes, in which case the registration statement must contain the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K under the Securities Act; and

• failure to comply with such requirements in such instance could result in the undersigned incurring liability for which the undersigned will not be indemnified by the Company.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Old Notes tendered hereby, including the transfer of such Old Notes on the account books maintained by DTC.

For purposes of the exchange offer, the Company shall be deemed to have accepted for exchange validly tendered Old Notes that have not been validly withdrawn when, and if, the Company gives oral or written notice of acceptance to the Exchange Agent. Any tendered Old Notes that are not accepted for exchange pursuant to the exchange offer for any reason will be returned, without expense, to the undersigned promptly after the expiration date.

All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned’s successors, assigns, heirs, executors, administrators, personal representatives, trustees in bankruptcy and legal representatives. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption “Description of the Exchange Offer—Withdrawal of Tenders.”

The undersigned acknowledges that the acceptance by the Company of properly tendered Old Notes pursuant to the procedures described under the caption “Description of the Exchange Offer—Procedures for Tendering” in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned, on one hand, and the Company, on the other, upon the terms and subject to the conditions of the exchange offer. The representations, warranties and agreements of the undersigned contained in this Letter of Transmittal will be deemed to be repeated and reconfirmed on and as of the expiration date and the settlement date of the exchange offer, which will be promptly following the expiration date.

The exchange offer is subject to certain conditions set forth in the Prospectus under the caption “Description of the Exchange Offer—Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), the Company may not be required to exchange any of the Old Notes tendered hereby.

Unless otherwise indicated under “Special Issuance Instructions,” the undersigned hereby directs that the New Notes be issued in the name(s) of the undersigned or, in the case of a book-entry tender of Old Notes, that the New Notes be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under “Special Delivery Instructions,” the undersigned hereby directs that the New Notes (and any accompanying documents) be delivered to the address shown below the undersigned’s signature.

6

If the undersigned has (1) tendered any Old Notes that are not exchanged in the exchange offer for any reason or (2) submitted certificates for more Old Notes than the undersigned wishes to tender, unless otherwise indicated under “Special Issuance Instructions” or “Special Delivery Instructions,” the undersigned hereby directs that certificates for any Old Notes that are not tendered or not exchanged should be issued in the name of the undersigned, if applicable, and delivered to the address shown below the undersigned’s signature(s) or, in the case of a book-entry transfer of Old Notes, that Old Notes that are not tendered or not exchanged be credited to the account indicated above maintained at DTC, in each case, at the Company’s expense, promptly following the expiration or termination of the exchange offer.

The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance Instructions” or “Special Delivery Instructions” to transfer any Old Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Old Notes so tendered for exchange.

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SPECIAL ISSUANCE INSTRUCTIONS

(SEE INSTRUCTIONS 4 AND 5)

To be completed ONLY if (i) Old Notes in a principal amount not tendered, or New Notes issued in exchange for Old Notes accepted for exchange, are to be issued in the name of someone other than the undersigned, or (ii) Old Notes tendered by book-entry transfer that are not exchanged are to be returned by credit to an account maintained at DTC other than the DTC Account Number set forth above.

☐ Issue New Notes to:

☐ Issue Old Notes to:

Name:

Address:

(Include ZIP Code)

(Taxpayer Identification or Social Security Number)

(See Instruction 7 below.)

(Please Type or Print)

SPECIAL DELIVERY INSTRUCTIONS

(SEE INSTRUCTIONS 4 AND 5)

To be completed ONLY if Old Notes in a principal amount not tendered, or New Notes issued in exchange for Old Notes accepted for exchange, are to be mailed or delivered to someone other than the undersigned, or to the undersigned at an address other than that shown below the undersigned’s signature.

☐ Mail or deliver New Notes to:

☐ Mail or deliver Old Notes to:

Name:

Address:

(Include ZIP Code)

(Taxpayer Identification or Social Security Number)

(See Instruction 7 below.)

(Please Type or Print)

☐ Credit unexchanged Old Notes delivered by book-entry transfer to the DTC account number set forth below:

DTC Account Number:

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SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ ACCOMPANYING INSTRUCTIONS

(complete accompanying IRS Form W-9 below)

(Signature(s) of Registered Holder(s) of Old Notes)

Dated

(The above lines must be signed by the registered holder(s) of Old Notes as your/their name(s) appear(s) on the Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Old Notes to which this Letter of Transmittal relate are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must (i) set forth his or her full title below and (ii) unless waived by the Company, submit evidence satisfactory to the Company of such person’s authority to so act. See Instruction 4 regarding signatures on this Letter of Transmittal, printed below.)

Name(s):

(Please Type or Print)

Capacity (Full Title):

Address:

(Include ZIP Code)

Area Code and Telephone Number:

Taxpayer Identification Number:

MEDALLION SIGNATURE GUARANTEE

(if required by Instruction 4)

Certain signatures must be guaranteed by an Eligible Institution (as defined in the instructions below). Please read Instruction 4 of this Letter of Transmittal to determine whether a signature guarantee is required for the tender of your Old Notes.

    Signature(s) Guaranteed by an Eligible Institution:

(Authorized Signature)

(Title)

(Name of Firm)

(Area Code and Telephone Number)

Dated:                                   

9

INSTRUCTIONS TO LETTER OF TRANSMITTAL

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Delivery of this Letter of Transmittal and Old Notes or Agent’s Message and Book-Entry Confirmations. This Letter of Transmittal is to be completed by tendering holders of Old Notes if (i) certificates for physically tendered Old Notes are to be delivered or (ii) tenders are to be made pursuant to the procedures for delivery by book-entry transfer under DTC’s Automated Tender Offer Program (“ATOP”) set forth in the Prospectus under “Description of the Exchange Offer—Procedures for Tendering” and an agent’s message, which is described further below, is not delivered.

Tenders by book-entry transfer may also be made by delivering an agent’s message in lieu of this Letter of Transmittal. The term “agent’s message” means a message, transmitted by DTC to and received by the Exchange Agent, which states that DTC has received an express acknowledgment from the tendering DTC participant, which acknowledgment states that such participant has received and agrees to be bound by the Letter of Transmittal and that the Company may enforce the Letter of Transmittal against such participant. Certificates for Old Notes or a confirmation of a book-entry transfer to the Exchange Agent’s account at DTC of Old Notes transferred by book-entry transfer (a “Book-Entry Confirmation”), as well as a properly completed and duly executed Letter of Transmittal (or facsimile hereof or, in the case of a book-entry transfer using ATOP, an agent’s message in lieu hereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein prior to the expiration date, or the tendering holder must comply with the guaranteed delivery procedures set forth in Instruction 14 below.

Holders who tender their Old Notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal; thus, a Letter of Transmittal need not accompany tenders effected through ATOP.

Any financial institution that is a participant in DTC may electronically transmit its acceptance of the exchange offer by causing DTC to transfer Old Notes in accordance with DTC’s ATOP procedures for such transfer prior to the expiration date.

The method of delivery of the tendered Old Notes, this Letter of Transmittal, any Notice of Guaranteed Delivery and all other required documents to the Exchange Agent is at the election and risk of the holder and, except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Delivery of any such documents to DTC will not constitute valid delivery to the Exchange Agent. Instead of delivery by mail, it is recommended that the holder use an overnight or courier service, properly insured, with return receipt requested. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the expiration date. NO OLD NOTES, LETTERS OF TRANSMITTAL, NOTICES OF GUARANTEED DELIVERY OR ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT TO THE COMPANY.

2. Tender by Holder. Only a registered holder of Old Notes may tender such Old Notes in the exchange offer. Any beneficial holder of Old Notes who is not the registered holder and who wishes to tender should arrange with the registered holder to execute and deliver this Letter of Transmittal on such beneficial holder’s behalf or must, prior to completing and executing this Letter of Transmittal and delivering such beneficial holder’s Old Notes, either make appropriate arrangements to register ownership of the Old Notes in such holder’s name or obtain a properly completed bond power from the registered holder.

3. Partial Tenders. Tenders of Old Notes will be accepted only in minimum principal amounts of $2,000 and integral multiples of $1,000 in excess thereof. If less than the entire principal amount of any Old Notes is tendered, the tendering holder should fill in the principal amount tendered in the fourth column of the box entitled “Description of Old Notes Tendered” above. The entire principal amount of Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Old Notes is not tendered, then Old Notes for the principal amount of Old Notes not tendered and New Notes issued in exchange for any Old Notes accepted will be returned to the holder promptly after the expiration or termination of the exchange offer.

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4. Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Medallion Guarantee of Signatures. If this Letter of Transmittal (or facsimile hereof) is signed by the record holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Old Notes without alteration, enlargement or any change whatsoever. If this Letter of Transmittal (or facsimile hereof) is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the holder of the Old Notes. If any tendered Old Notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal.

If this Letter of Transmittal (or facsimile hereof) is signed by the registered holder(s) of Old Notes listed and tendered hereby and the New Notes issued in exchange therefor are to be issued (or any untendered principal amount of Old Notes is to be reissued) to the registered holder(s), then said holder(s) need not and should not endorse any tendered Old Notes, nor provide a separate bond power. In any other case, such holder(s) must either properly endorse the Old Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal, with the signatures on the endorsement or bond power guaranteed by a firm that is a member of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, in each case that is a participant in the Securities Transfer Agents’ Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchanges’ Medallion Program approved by the Securities Transfer Association Inc. (each, an “Eligible Institution”).

If this Letter of Transmittal (or facsimile hereof) or any Old Notes or bond powers are signed by one or more trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

No signature guarantee is required if:

• this Letter of Transmittal (or facsimile hereof) is signed by the registered holder(s) of the Old Notes tendered herein (or by a participant in DTC whose name appears on a security position listing as the owner of the tendered Old Notes) and the New Notes are to be issued directly to such registered holder(s) (or, if signed by a participant in DTC, deposited to such participant’s account at DTC) and neither the box entitled “Special Issuance Instructions” nor the box entitled “Special Delivery Instructions” has been completed; or

• such Old Notes are tendered for the account of an Eligible Institution.

In all other cases, all signatures on this Letter of Transmittal (or facsimile hereof) must be guaranteed by an Eligible Institution.

5. Special Issuance and Delivery Instructions. Tendering holders should indicate, in the applicable box or boxes, the name and address to which New Notes or substitute Old Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification number (see Instruction 7 below) of the person named must also be indicated. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at DTC as such holder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be returned to the name and address (or account number) of the person signing this Letter of Transmittal.

6. Transfer Taxes. The Company will pay or cause to be paid all transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the exchange offer. If, however, a transfer tax is imposed for any reason other than the exchange of Old Notes pursuant to the exchange offer, including in the event that a tendering holder instructs the Company to register New Notes in the name of, or requests that Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder, then the

11

amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder and the Exchange Agent will retain possession of an amount of New Notes with a face amount at least equal to the amount of such transfer taxes due by such tendering holder pending receipt by the Exchange Agent of the amount of such taxes.

7. Taxpayer Identification Number. Federal income tax law requires that a holder of any Old Notes or New Notes must provide the Company (as payer) with its correct taxpayer identification number (“TIN”), which, in the case of a holder who is an individual, is his or her social security number. If the Company is not provided with the correct TIN, the holder or payee may be subject to a $50 penalty imposed by the Internal Revenue Service and backup withholding, currently at a rate of 24%, on interest payments on the New Notes.

To prevent backup withholding, each tendering holder must provide such holder’s correct TIN by completing the IRS Form W-9 set forth herein, certifying that the TIN provided is correct (or that such holder is awaiting a TIN), that the holder is a U.S. person (including a U.S. resident alien) as defined in the instructions to IRS Form W-9, and that (i) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the New Notes will be registered in more than one name or will not be in the name of the actual owner, consult the instructions to IRS Form W-9 for information on which TIN to report. If such holder does not have, but has applied or intends to apply for, a TIN, such holder should consult the instructions to IRS Form W-9. Backup withholding, currently at a rate of 24%, may apply to interest payments on the New Notes until a TIN is provided. Certain holders are not subject to the backup withholding and reporting requirements. These holders, which we refer to as exempt holders, include certain foreign persons (other than U.S. resident aliens) and persons listed in the instructions to IRS Form W-9 as payees exempt from backup withholding. Exempt holders (other than certain foreign persons) should indicate their exempt status on the IRS Form W-9. A foreign person (other than a U.S. resident alien) may qualify as an exempt holder by submitting to the Exchange Agent a properly completed Internal Revenue Service Form W-8BEN or W-8BEN-E or other applicable Form W-8, signed under penalties of perjury, attesting to that holder’s exempt status. The applicable IRS Form W-8 may be obtained from the Exchange Agent.

The Company reserves the right in its sole discretion to take whatever steps are necessary to comply with the Company’s obligations regarding backup withholding. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is timely furnished to the IRS.

8. Validity of Tenders. All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of tendered Old Notes will be reasonably determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Company’s acceptance of which would, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right to waive any conditions of the exchange offer or defects or irregularities of tender as to particular Old Notes. The Company’s interpretation of the terms and conditions of the exchange offer shall be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Company shall determine. None of the Company, the Exchange Agent or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Old Notes nor shall any of them incur any liability for failure to give such notification.

9. Waiver of Conditions. The Company in its sole discretion reserves the absolute right to waive, in whole or part, any of the conditions to the exchange offer set forth in the Prospectus.

10. No Conditional Tender. No alternative, conditional, irregular or contingent tender of Old Notes will be accepted.

12

11. Mutilated, Lost, Wrongfully Taken or Destroyed Old Notes. Any holder whose Old Notes have been mutilated, lost, wrongfully taken or destroyed should contact the Exchange Agent at the address indicated above for further instructions. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, wrongfully taken or destroyed Old Notes have been followed.

12. Requests for Assistance or Additional Copies. Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover page of this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

13. Withdrawal. Tenders may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption “Description of the Exchange Offer—Withdrawal of Tenders.”

14. Guaranteed Delivery Procedures. Holders of Old Notes who wish to tender their Old Notes and (1) whose Old Notes are not immediately available, (2) who cannot deliver their Old Notes, the Letter of Transmittal or any other documents required to be delivered to the Exchange Agent prior to the expiration date or (3) who cannot complete the procedures for delivery by book-entry transfers prior to the expiration date, may effect a tender if:

• the tender is made through an Eligible Institution;

• prior to the expiration date, the Exchange Agent receives from such holder and the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery by mail or hand delivery setting forth the name and address of the holder, the certificate number of numbers of the tendered Old Notes and the principal amount of tendered Old Notes, stating that the tender is being made thereby and guaranteeing that, prior to 5:00 p.m., New York City time, within three (3) business days after the expiration date, the tendered Old Notes, a properly completed and duly executed Letter of Transmittal (or facsimile thereof or, in the case of a book-entry transfer using ATOP, an agent’s message in lieu thereof) and any other required documents will be deposited by the Eligible Institution with the Exchange Agent; and

• a properly completed and duly executed Letter of Transmittal (or facsimile thereof or, in the case of a book-entry transfer using ATOP, an agent’s message in lieu thereof), any other required documents and the tendered Old Notes in proper form for transfer or a Book-Entry Confirmation must be received by the Exchange Agent prior to 5:00 p.m., New York City time, within three (3) business days after the expiration date.

Any holder who wishes to tender Old Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Old Notes prior to the expiration date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

IMPORTANT: This Letter of Transmittal or a manually signed facsimile hereof or, in the case of a book-entry transfer using ATOP, an agent’s message in lieu hereof (together with the Old Notes delivered by book-entry transfer or in original hard copy form and all other required documents or the Notice of Guaranteed Delivery) must be received by the Exchange Agent prior to the expiration date.

ALL TENDERING HOLDERS MUST COMPLETE THE FOLLOWING IRS FORM W-9 (OR COMPLETE THE APPLICABLE IRS FORM W-8).

13

EX-99.2

Exhibit 99.2

LETTER TO REGISTERED HOLDERS AND THE DEPOSITORY

TRUST COMPANY PARTICIPANTS

Relating to

HUNTINGTON INGALLS INDUSTRIES, INC.

Offer to Exchange

up to $600,000,000 2.043% Senior Notes due 2028 that have been registered under

the Securities Act of 1933, as amended (the “Securities Act”), for any and all of

our outstanding unregistered 2.043% Senior Notes due 2028

and

up to $400,000,000 0.670% Senior Notes due 2023 that have been registered under

the Securities Act, for any and all of

our outstanding unregistered 0.670% Senior Notes due 2023

Pursuant to the Prospectus, dated                 , 2022

To Registered Holders and The Depository Trust Company Participants:

This document relates to the exchange offer made by Huntington Ingalls Industries, Inc. whereby we are offering $600,000,000 aggregate principal amount of new 2.043% Senior Notes due 2028 and $400,000,000 aggregate principal amount of new 0.670% Senior Notes due 2023 in exchange for an equal amount of outstanding 2.043% Senior Notes due 2028 (the “Old 2028 Notes”) and 0.670% Senior Notes due 2023 (the “Old 2023 Notes” and, together with the Old 2028 Notes, the “Old Notes”).

We are requesting that you contact your clients for whom you hold Old Notes regarding the exchange offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:

1. Prospectus, dated                 , 2022;

2. Letter of Transmittal, together with accompanying IRS Form W-9 and instructions thereto;

3. A Notice of Guaranteed Delivery to be used to accept the exchange offer if, prior to the expiration date, Old Notes are not immediately available, if time will not permit delivery of Old Notes, the Letter of Transmittal or any other document that is required to be delivered to the exchange agent or if the procedures for book-entry transfer cannot be completed; and

4. A form of letter that may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the exchange offer.

Your prompt action is requested. The exchange offer will expire at 5:00 p.m., New York City time, on                 , 2022, unless extended (such date and time, as they may be extended, the “expiration date”). We do not currently intend to extend the expiration date. Tenders of Old Notes may be withdrawn at any time prior to the expiration date.

To participate in the exchange offer, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof or, in the case of a book-entry transfer, an agent’s message in lieu thereof), with any required signature guarantees and any other required documents, must be sent to the exchange agent and certificates representing the Old Notes must be delivered to the exchange agent (or book-entry transfer of the Old Notes must be made into the exchange agent’s account at DTC), all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

Any inquiries you may have with respect to the exchange offer or requests for additional copies of the enclosed materials should be directed to the exchange agent at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

HUNTINGTON INGALLS INDUSTRIES, INC.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF HUNTINGTON INGALLS INDUSTRIES, INC. OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

2

EX-99.3

Exhibit 99.3

LETTER TO CLIENTS

Relating to

HUNTINGTON INGALLS INDUSTRIES, INC.

Offer to Exchange

up to $600,000,000 2.043% Senior Notes due 2028 that have been registered under the

Securities Act of 1933, as amended (the “Securities Act”), for any and all of

our outstanding unregistered 2.043% Senior Notes due 2028

and

up to 400,000,000 0.670% Senior Notes due 2023 that have been registered under

the Securities Act, for any and all of

our outstanding unregistered 0.670% Senior Notes due 2023

Pursuant to the Prospectus, dated                 , 2022

To Our Clients:

Enclosed for your consideration is a Prospectus, dated                 , 2022 (as it may be amended or supplemented from time to time, the “Prospectus”), and the Letter of Transmittal relating to the exchange offer of Huntington Ingalls Industries, Inc., a Delaware corporation (the “Company”), whereby the Company is offering, upon the terms and subject to the conditions of the Prospectus, $600,000,000 aggregate principal amount of new 2.043% Senior Notes due 2028 (the “New 2028 Notes”) and $400,000,000 aggregate principal amount of new 0.670% Senior Notes due 2023 (the “New 2023 Notes” and, together with the New 2028 Notes, the “New Notes”) in exchange for an equal amount of outstanding 2.043% Senior Notes due 2028 (the “Old 2028 Notes”) and 0.670% Senior Notes due 2023 (the “Old 2023 Notes” and, together with the Old 2028 Notes, the “Old Notes”).

The exchange offer is intended to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated as of August 16, 2021, by and among the Company and the initial purchasers of the Old Notes.

This material is being forwarded to you as the beneficial owner of the Old Notes carried by us for your account but not registered in your name. A tender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions, unless you obtain a properly completed bond power from us or arrange to have the Old Notes registered in your name.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Please forward your instructions to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the exchange offer. The exchange offer will expire at 5:00 p.m., New York City time, on                 , 2022, unless extended (such date and time, as they may be extended, the “expiration date”). The Company does not currently intend to extend the expiration date. Any Old Notes tendered pursuant to the exchange offer may be withdrawn any time prior to the expiration date.

Your attention is directed to the following:

1. The exchange offer is described in and subject to the terms and conditions set forth in the Prospectus and the Letter of Transmittal.

2. The exchange offer is for any and all Old Notes.

3. The Company will be deemed to accept validly tendered Old Notes when, and if, the Company gives oral or written notice of acceptance to the exchange agent. Subject to the terms and conditions of the exchange offer, delivery of the New Notes will be made by the exchange agent on the settlement date, which will be promptly after the expiration date of the exchange offer, following receipt of the Company’s notice of acceptance.

4. Any transfer taxes incident to the transfer of Old Notes from the holder to the Company will be paid by the Company, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

5. The exchange offer expires at 5:00 p.m., New York City time, on                 , 2022, unless extended by the Company. The Company does not currently intend to extend the exchange offer.

If you wish to have us tender your Old Notes, please instruct us to do so by completing, executing and returning to us the instruction form on the back of this letter.

The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Old Notes, unless you obtain a properly completed bond power from us or arrange to have the Old Notes registered in your name.

2

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of this letter and the enclosed materials referred to herein relating to the exchange offer made by the Company with respect to the Old Notes.

This will instruct you to tender the Old Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

☐ Please tender the Old Notes held by you for the account of the undersigned as indicated below:

	Aggregate Principal Amount of Old Notes
2.043% Senior Notes due 2028
	(must be in an amount equal to $2,000 principal amount or integral multiples of $1,000 in excess thereof)
	Aggregate Principal Amount of Old Notes
0.670% Senior Notes due 2023
	(must be in an amount equal to $2,000 principal amount or integral multiples of $1,000 in excess thereof)

☐ Please do not tender any Old Notes held by you for the account of the undersigned.

Signature(s)

Please print name(s) here

Dated:                                                                                                      

Address(es)

Area Code(s) and Telephone Number(s)

Tax Identification or Social Security No(s).

None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Old Notes held by us for your account.

3

EX-99.4

Exhibit 99.4

NOTICE OF GUARANTEED DELIVERY

Relating to

HUNTINGTON INGALLS INDUSTRIES, INC.

Offer to Exchange

up to $600,000,000 2.043% Senior Notes due 2028 that have been registered under

the Securities Act of 1933, as amended (the “Securities Act”), for any and all of

our outstanding unregistered 2.043% Senior Notes due 2028

and

up to $400,000,000 0.670% Senior Notes due 2023 that have been registered under

the Securities Act, for any and all of

our outstanding unregistered 0.670% Senior Notes due 2023

Pursuant to the Prospectus, dated                 , 2022

The exchange offer will expire at 5:00 p.m. New York City time on                , 2022, unless extended (such date and time, as they may be extended, the “expiration date”). Huntington Ingalls Industries, Inc. does not currently intend to extend the expiration date. Tenders of Old Notes may be withdrawn prior to the expiration date.

This Notice of Guaranteed Delivery, or one substantially equivalent to this form, and the related Letter of Transmittal (the “Letter of Transmittal”) must be used to accept the exchange offer (as defined below) of Huntington Ingalls Industries, Inc., a Delaware corporation (the “Company”), made pursuant to the Prospectus, dated                 , 2022 (as it may be amended or supplemented from time to time, the “Prospectus”), if (1) certificates for the Company’s outstanding $600,000,000 aggregate principal amount of 2.043% Senior Notes due 2028 (the “Old 2028 Notes”) and $400,000,000 aggregate principal amount of 0.670% Senior Notes due 2023 (the “Old 2023 Notes” and, together with the Old 2028 Notes, the “Old Notes”), issued on August 16, 2021, are not immediately available, (2) the Old Notes, the Letter of Transmittal or any other document required to be delivered cannot be delivered to U.S. Bank Trust Company, National Association (the “exchange agent”) prior to the expiration date or (3) the procedures for delivery by book-entry transfer cannot be completed prior to the expiration date.

This Notice of Guaranteed Delivery must be delivered by mail or hand delivery only to the exchange agent as set forth below. In addition, in order to utilize the guaranteed delivery procedures to tender the Old Notes pursuant to the exchange offer, a properly completed and duly executed Letter of Transmittal (or facsimile thereof or, in the case of a book-entry transfer, an agent’s message in lieu thereof) and any other required documents and tendered Old Notes in proper form for transfer (or confirmation of a book-entry transfer of such Old Notes into the exchange agent’s account at The Depository Trust Company (“DTC”)) must also be received by the exchange agent prior to 5:00 p.m., New York City time, within three (3) business days after the expiration date.

The exchange agent for the exchange offer is:

U.S. Bank Trust Company, National Association

By Mail or Hand Delivery (Registered or Certified Mail Recommended):

U.S. Bank Trust Company, National Association, as exchange agent

Corporate Actions

111 Fillmore Avenue

St. Paul, MN 55107-1402

Attn: Huntington Ingalls Industry Administrator

Cts.specfinance@usbank.com

2.043% Senior Notes due 2028

0.670% Senior Notes due 2023

To Confirm by Telephone:

800-934-6802

By Facsimile Transmission

(for eligible institutions only):

651-466-7367

Delivery of This Notice of Guaranteed Delivery to an Address Other Than as Set Forth Above Will Not Constitute a Valid Delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions to the Letter of Transmittal, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (which together constitute the “exchange offer”), receipt of which are hereby acknowledged, the aggregate principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedures described under the heading “Description of the Exchange Offer—Procedures for Tendering— Guaranteed Delivery Procedures” in the Prospectus and Instruction 14 of the Letter of Transmittal. Delivery of documents to DTC does not constitute delivery to the exchange agent.

Name(s) of Registered Holder(s):

(Please Print or Type)

Address(es):

2

	Principal Amount of Old Notes Tendered:*	Series	Certificate No(s). (if available):
$
$
$

* Must be in minimum denominations of $2,000 principal amount or integral multiples of $1,000 in excess thereof.

If Old Notes will be delivered by book-entry transfer to DTC, provide the DTC account number and transaction number.

DTC Account Number

Transaction Number

All authority conferred or agreed to be conferred in this Notice of Guaranteed Delivery shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the undersigned’s successors, assigns, heirs, executors, administrators, personal representatives, trustees in bankruptcy and legal representatives.

PLEASE SIGN HERE

Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on certificates for Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery.

Signature(s) of Holder(s) or Authorized Signatory       Date      

Area Code and Telephone Number:  

If signature is by attorney-in-fact, trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

Please print name(s) and address(es)

Name(s) of Holder(s)  

Title/Capacity:

Address(es):  

3

GUARANTEE OF DELIVERY

(Not to be Used for Signature Guarantee)

The undersigned, a member of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or a correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, in each case, that is a participant in the Securities Transfer Agents’ Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchanges’ Medallion Program approved by the Securities Transfer Association Inc., hereby guarantees that the undersigned will deliver to the exchange agent the certificate(s) representing the Old Notes being tendered by this Notice of Guaranteed Delivery in proper form for transfer (or a confirmation of book-entry transfer of such Old Notes into the exchange agent’s account at the book-entry transfer facility of DTC) with a properly completed and duly executed Letter of Transmittal (or facsimile thereof or, in the case of a book-entry transfer, an agent’s message in lieu thereof) and any other required documents, all within three (3) business days after the expiration date.

Name of Firm:

Authorized Signature:

Name:
	(Please Type or Print)

Title:

Address:

Zip Code:

Area Code and Telephone Number:

Dated:   ,2022

The institution that completes this form must communicate the guarantee to the exchange agent by the expiration date and must deliver the certificates representing any Old Notes (or a confirmation of book-entry transfer of such Old Notes into the exchange agent’s account at DTC), the Letter of Transmittal (or facsimile thereof or, in the case of a book-entry transfer, an agent’s message in lieu thereof) and any other required documents to the exchange agent within the time period shown in this Notice of Guaranteed Delivery. Failure to do so could result in a financial loss to such institution.

NOTE: DO NOT SEND CERTIFICATES OF OLD NOTES WITH THIS FORM.

CERTIFICATES OF OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

4

EX-FILING FEES

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Huntington Ingalls Industries, Inc. (Issuer)

Alion Holding Corp. (Guarantor)

Alion Science and Technology Corporation (Guarantor)

Commonwealth Technology Innovation LLC (Guarantor)

Enlighten IT Consulting LLC (Guarantor)

Fleet Services Holding Corp. (Guarantor)

HII Defense and Federal Solutions, Inc. (Guarantor)

HII Energy Inc. (Guarantor)

HII Fleet Support Group LLC (Guarantor)

HII Mechanical Inc. (Guarantor)

HII Nuclear Inc. (Guarantor)

HII San Diego Shipyard Inc. (Guarantor)

HII Services Corporation (Guarantor)

HII TSD Holding Company (Guarantor)

HII Technical Solutions Corporation (Guarantor)

HII Unmanned Maritime Systems, Inc. (Guarantor)

Huntington Ingalls Engineering Services, Inc. (Guarantor)

Huntington Ingalls Incorporated (Guarantor)

Huntington Ingalls Industries Energy and Environmental Services, Inc. (Guarantor)

Huntington Ingalls Unmanned Maritime Systems, Inc. (Guarantor)

MacAulay-Brown, Inc. (Guarantor)

Newport News Nuclear Inc. (Guarantor)

Veritas Analytics, Inc. (Guarantor)

(Exact Name of Registrants as Specified in Their Charters)

Table 1: Newly Registered and Carry Forward Securities

	Security Type		Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered		Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee (1)			Carry Forward Form Type		Carry Forward File Number		Carry Forward Initial effective date		Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid		Debt	0.670% Senior Notes due 2023	Rule 457(f)	$	600,000,000.00		100	%	$	600,000,000.00		92.70 per million	$	55,620.00
		Debt	Guarantees of 0.670% Senior Notes due 2023	Rule 457(n)		—		—			—		—		—	(2)
		Debt	2.043% Senior Notes due 2028	Rule 457(f)	$	400,000,000.00		100	%	$	400,000,000.00		92.70 per million	$	37,080.00
		Debt	Guarantees of 2.043% Senior Notes due 2028	Rule 457(n)		—		—			—		—		—	(2)
Fees Previously Paid		N/A	N/A	N/A		N/A		N/A			N/A				N/A
Carry Forward Securities
Carry Forward Securities		N/A	N/A	N/A		N/A					N/A							N/A		N/A		N/A		N/A
		Total Offering Amounts								$	1,000,000,000.00			$	92,700.00
		Total Fees Previously Paid												$	0
		Total Fee Offsets												$	0
		Net Fee Due												$	92,700.00

(1) Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended.

(2) No separate consideration will be received for the guarantees, and pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees.