8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

May 11, 2011

Huntington Ingalls Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-34910	90-0607005
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4101 Washington Avenue, Newport News, VA	23607
(Address of principal executive offices)	(Zip Code)

(757) 380-2000

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 11, 2011, Huntington Ingalls Industries, Inc. (the “Corporation”) issued a press release announcing its financial results for the quarter ended March 31, 2011. A copy of the press release is furnished as Exhibit 99.1 hereto. Also furnished as Exhibit 99.2 is the Corporation’s earnings presentation for its first quarter 2011 earnings conference call.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated May 11, 2011.
99.2	Earnings Presentation dated May 11, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	HUNTINGTON INGALLS INDUSTRIES, INC.
Date: May 11, 2011	By:	/s/ Barbara A. Niland
		Barbara A. Niland
		Corporate Vice President, Business Management
		and Chief Financial Officer

EX-99.1

Exhibit 99.1

	NEWS RELEASE
	Contacts: Jerri Fuller Dickseski (Media) jerri.dickseski@hii-co.com 757-380-2341 Andy Green (Investors) andy.green@hii-co.com 757-688-5572

Huntington Ingalls Industries Reports First Quarter Results

• Successfully spun off as independent company on March 31, 2011

• Sales were $1.68 billion for the first quarter 2011

• Diluted EPS for the quarter was $0.92

• Significant milestones achieved on major programs in each segment

• Backlog steady at $17.4 billion

NEWPORT NEWS, Va. (May 11, 2011) – Huntington Ingalls Industries, Inc. (HII) reported first quarter 2011 sales of $1.68 billion, down 1.6 percent from the same period last year, and operating margin of 5.0 percent, essentially flat year over year. First quarter earnings per share was $0.92, up from $0.85 in 2010. New business awards for the 2011 first quarter totaled $1.7 billion, bringing total backlog to $17.4 billion as of March 31, 2011.

“As a newly independent company, we are focused on providing high-quality products and services to our customers, the U.S. Navy and Coast Guard,” said Mike Petters, HII’s president and chief executive officer. “We remain committed to maintaining our strong performance in our Newport News business and continuing our actions at Ingalls Shipbuilding to improve profitability. During the first quarter we hit several major milestones on key programs, and we expect to maintain this momentum throughout the remainder of the year.”

First Quarter Highlights

	Three Months Ended
	March 31,
(In millions, except per share amounts)	2011			2010			$ Change			% Change
Sales	$	1,684		$	1,712		$	(28	)		(1.6	)%
Total segment operating income		84			99			(15	)		(15.2	)%
Total operating income		85			87			(2	)		(2.3	)%
Operating margin %		5.0	%		5.1	%
Net income		45			41			4			9.8	%
Diluted EPS	$	0.92		$	0.85		$	0.07			8.2	%
Weighted average diluted shares outstanding		49			49

Huntington Ingalls Industries

4101 Washington Avenue • Newport News, VA 23607

www.huntingtoningalls.com

First quarter consolidated sales decreased $28 million from the same period in 2010, driven by higher sales volume on the CVN-78 Gerald R. Ford, CVN-71 USS Theodore Roosevelt, National Security Cutter (NSC) and SSN-774 Virginia-class submarine construction programs, which were more than offset by lower sales volume on the LPD and DDG-51 programs and the completion of the CVN-65 USS Enterprise drydocking and selected maintenance in 2010.

Segment operating income in the quarter was $84 million, down $15 million from the year earlier period. Total operating income was $85 million, down from $87 million last year. The results for the first quarter of 2010 include $17 million of business interruption insurance recovery related to Hurricane Ike, which was partially offset by unfavorable performance in the LPD program, and 2011 includes the impact of lower margins on CVN-78 Gerald R. Ford.

Awards

The value of new contract awards during the three months ended March 31, 2011, was approximately $1.7 billion, for a total company backlog of $17.4 billion at the end of the quarter. New awards included $1.1 billion for construction of LPD-26, $206 million for continuation of advance planning efforts for the CVN-72 USS Abraham Lincoln Refueling and Complex Overhaul (RCOH), and $90 million for long-lead material procurement activities for the U.S. Coast Guard’s fifth National Security Cutter. The company also received a $25 million award for maintenance and repair work to be performed on submarine SSN-753 USS Albany.

Operating Segment Results

Ingalls Shipbuilding

	Three Months Ended March 31,
($ in millions)	2011			2010			$ Change			% Change
Sales	$	761		$	827		$	(66	)		(8.0	)%
Operating income		17			24			(7	)		(29.2	)%
Operating margin %		2.2	%		2.9	%

Ingalls revenues for the quarter decreased $66 million, or 8.0 percent, from the same period in 2010, primarily driven by lower volume on DDGs and the LPD program, partially offset by higher sales in the NSC program. The decrease in DDGs was primarily due to lower sales volume following delivery of DDG-107 in the third quarter of 2010 and DDG-110 in the first quarter of 2011. The increase in NSC volume was primarily due to NSC-4, awarded in the fourth quarter of 2010.

Operating income for the quarter was $17 million compared with $24 million in the same period in 2010. The results for the first quarter of 2010 include $17 million of business interruption insurance recovery related to Hurricane Ike, which was partially offset by unfavorable performance in the LPD program.

Huntington Ingalls Industries

4101 Washington Avenue • Newport News, VA 23607

www.huntingtoningalls.com

Key Ingalls program milestones for the quarter:

• Launched LPD-23 Anchorage at the Avondale shipyard

• Delivered DDG-110 USS William P. Lawrence, the latest ship in the DDG-51 destroyer class

• Christened LPD-24 Arlington at the Pascagoula shipyard

• Awarded the contract for the construction of LPD-26 John P. Murtha, worth approximately $1.5 billion, including $398 million of long-lead material previously awarded

Newport News Shipbuilding

	Three Months Ended March 31,
($ in millions)	2011			2010			$ Change			% Change
Sales	$	940		$	907		$	33			3.6	%
Operating income		67			75			(8	)		(10.7	)%
Operating margin %		7.1	%		8.3	%

Newport News revenues for the three months ended March 31, 2011, increased $33 million, or 3.6 percent, from the same period in 2010, primarily driven by higher volume on aircraft carrier construction and RCOH programs and the SSN-774 Virginia-class submarine construction program, offset by lower volume on CVN-65 USS Enterprise due to redelivery in 2010.

Newport News operating income for the quarter was $67 million compared with $75 million in the same period 2010. The decrease was primarily due to the impact of lower margins on CVN-78 Gerald R. Ford.

Key Newport News program milestones for the quarter:

• Cut the first steel and began unit fabrication work on CVN-79, the second in the Ford class of aircraft carriers

• Along with Gamesa Technology Corp., a global leader in wind energy, launched the Offshore Wind Technology Center to jointly develop the next generation of offshore wind systems

• Awarded a $25 million firm-fixed-price contract for submarine SSN-753 USS Albany for maintenance, repair, alterations and testing

Huntington Ingalls Industries

4101 Washington Avenue • Newport News, VA 23607

www.huntingtoningalls.com

The Company

Huntington Ingalls Industries (HII) designs, builds and maintains nuclear and non-nuclear ships for the U.S. Navy and Coast Guard and provides after-market services for military ships around the globe. For more than a century, HII has built more ships in more ship classes than any other U.S. naval shipbuilder. Employing nearly 38,000 in Virginia, Mississippi, Louisiana and California, its primary business divisions are Newport News Shipbuilding and Ingalls Shipbuilding. For more information, please visit www.huntingtoningalls.com.

Huntington Ingalls Industries will webcast its earnings conference call at 9 a.m. EDT on May 11, 2011. A live audio broadcast of the conference call along with a supplemental presentation will be available on the investor relations page of the company’s website at www.huntingtoningalls.com.

Statements in this release, other than statements of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed in these statements. Factors that may cause such differences include: 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 obtain new contracts, estimate our costs and perform effectively; risks related to our spin-off from Northrop Grumman (including our increased costs and leverage); our ability to realize the expected benefits from consolidation of our Gulf Coast facilities; natural disasters; adverse economic conditions in the United States and globally; and other risk factors discussed in our filings with the U.S. Securities and Exchange Commission. 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 obligations to update any forward-looking statements.

Huntington Ingalls Industries

4101 Washington Avenue • Newport News, VA 23607

www.huntingtoningalls.com

Exhibit A: Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended March 31
$ in millions, except per share amounts	2011			2010
Sales and Service Revenues
Product sales	$	1,466		$	1,454
Service revenues		218			258
Total sales and service revenues		1,684			1,712
Cost of Sales and Service Revenues
Cost of product sales		1,253			1,251
Cost of service revenues		197			220
General and administrative expenses		149			154
Operating income		85			87
Interest expense		(15	)		(10	)
Earnings before income taxes		70			77
Federal income taxes		25			36
Net earnings	$	45		$	41
Basic earnings per share	$	0.92		$	0.85
Weighted-average common shares outstanding, in millions		48.8			48.8
Diluted earnings per share	$	0.92		$	0.85
Weighted-average diluted shares outstanding, in millions		48.8			48.8
Net earnings from above	$	45		$	41
Other comprehensive income
Change in unamortized benefit plan costs		28			12
Tax (expense) benefit on change in unamortized benefit plan costs		(11	)		1
Other comprehensive income, net of tax		17			13
Comprehensive income	$	62		$	54

Huntington Ingalls Industries

4101 Washington Avenue • Newport News, VA 23607

www.huntingtoningalls.com

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)

	March 31			December 31
$ in millions	2011			2010
Assets
Current Assets
Cash and cash equivalents	$	225		$	—
Accounts receivable, net		896			728
Inventoried costs, net		372			293
Deferred income taxes		293			284
Prepaid expenses and other current assets		46			8
Total current assets		1,832			1,313
Property, plant, and equipment, net		2,006			1,997
Other Assets
Goodwill		1,134			1,134
Other purchased intangibles, net of accumulated amortization of $357 in 2011 and $352 in 2010		582			587
Pension plan asset		144			131
Debt issuance costs		54			—
Miscellaneous other assets		53			41
Total other assets		1,967			1,893
Total assets	$	5,805		$	5,203
Liabilities and Equity
Current Liabilities
Notes payable to former parent	$	—		$	715
Trade accounts payable		252			274
Current portion of long-term debt		29			—
Current portion of workers’ compensation liabilities		198			197
Accrued interest on notes payable to former parent		—			239
Current portion of post-retirement plan liabilities		145			146
Accrued employees’ compensation		166			203
Advance payments and billings in excess of costs incurred		62			107
Provision for contract losses		61			80
Other current liabilities		211			265
Total current liabilities		1,124			2,226
Long-term debt		1,851			105
Other post-retirement plan liabilities		571			567
Pension plan liabilities		393			381
Workers’ compensation liabilities		351			351
Deferred tax liabilities		102			99
Other long-term liabilities		51			56
Total liabilities		4,443			3,785
Commitments and Contingencies (Note 12)
Shareholders’ Equity
Common stock, $0.01 par value; 150,000,000 shares authorized; issued and outstanding as of March 31, 2011: 48,765,841		—			—
Additional paid-in capital		1,862			—
Former parent’s equity in unit		—			1,933
Accumulated deficit		(2	)		—
Accumulated other comprehensive loss		(498	)		(515	)
Total shareholders’ equity		1,362			1,418
Total liabilities and shareholders’ equity	$	5,805		$	5,203

Huntington Ingalls Industries

4101 Washington Avenue • Newport News, VA 23607

www.huntingtoningalls.com

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended March 31
$ in millions	2011			2010
Operating Activities
Net Earnings	$	45		$	41
Adjustments to reconcile to net cash used in operating activities
Depreciation		40			41
Amortization of purchased intangibles		5			9
Increase in
Accounts receivable		(168	)		(82	)
Inventoried costs		(110	)		(36	)
Prepaid expenses and other current assets		(38	)		(4	)
Increase (decrease) in
Accounts payable and accruals		(127	)		(90	)
Deferred income taxes		(33	)		(26	)
Retiree benefits		31			35
Other non-cash transactions, net		(9	)		(5	)
Net cash used in operating activities		(364	)		(117	)
Investing Activities
Additions to property, plant, and equipment		(63	)		(32	)
Net cash used in investing activities		(63	)		(32	)
Financing Activities
Proceeds from issuance of long-term debt		1,775			—
Debt issuance costs		(50	)		—
Repayment of notes payable to former parent and accrued interest		(954	)		—
Dividend to former parent in connection with spin-off		(1,429	)		—
Net transfers from former parent		1,310			149
Net cash provided by financing activities		652			149
Increase in cash and cash equivalents		225			—
Cash and cash equivalents, beginning of period		—			—
Cash and cash equivalents, end of period	$	225		$	—
Supplemental Cash Flow Disclosure
Cash paid for interest	$	—		$	—
Non-Cash Investing and Financing Activities
Capital expenditures accrued in accounts payable	$	1		$	1

Huntington Ingalls Industries

4101 Washington Avenue • Newport News, VA 23607

www.huntingtoningalls.com

EX-99.2

Q1 2011 Earnings Presentation

May 11, 2011

Mike Petters

President and Chief Executive Officer

Barb Niland

Corporate Vice President, Business Management

& Chief Financial Officer

Exhibit 99.2

Safe Harbor

2

Statements in this presentation, other than statements of historical fact, constitute

“forward-looking statements” within the meaning of the Private Securities Litigation

Reform Act of 1995. Forward-looking statements involve risks and uncertainties

that could cause our actual results to differ materially from those expressed in

these statements. Factors that may cause such differences include: changes in

government and customer priorities and requirements (including government

budgetary restraints, shifts in defense spending, and changes in customer short-

range and long-range plans); our ability to obtain new contracts, estimate our

costs and perform effectively; risks related to our spin-off from Northrop Grumman

(including our increased costs and debt); our ability to realize the expected

benefits from the consolidation of our Ingalls facilities; natural disasters; adverse

economic conditions in the United States and globally; and other risk factors

discussed in our filings with the Securities and Exchange Commission. 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 obligations to update any forward-looking statements. Our

registration statement on Form 10 and other filings with the Securities and

Exchange Commission contain more information on the types of risks and other

factors that could adversely affect these statements.

Highlights from the Quarter

3

Successfully

completed

spin-off

on

March

31

st

Reporting segments consist of Ingalls Shipbuilding and Newport

News Shipbuilding

Improving performance at Ingalls through focus on contract

execution, quality control and risk management

Awarded several new contracts worth approximately $1.7 billion

during the quarter, including the new LPD-26

Achieved several milestones across major programs

Funding released for ramp-up of Virginia program to two per year

Defense spending environment uncertain, but shipbuilding demand

continues to be strong

First Quarter 2011 Consolidated Results

4

Ingalls Shipbuilding

5

Ingalls sales down due to lower

volumes on DDG-51 and LPD

programs, partially offset by higher

volume on NSC

Segment operating income down

due to $17 million of Hurricane Ike

insurance proceeds in 2010 offset by

LPD performance

$17 million of

insurance

proceeds

2.1% from

insurance

proceeds

Newport News Shipbuilding

6

Newport News sales up due to

volumes on Ford, Roosevelt

&

Virginia

class, offset by Enterprise

Segment operating income and

margin impacted by lower margins

on Ford

Capital Structure

7

Balanced capital structure designed to provide flexibility to pursue strategy,

including closure of Avondale and completion of LPDs 23 & 25

Cash

on

hand

was

$225

million,

plus

$530

million

available

under

revolver,

for

$755

million total liquidity

Total debt was $1.88 billion at quarter-end

Interest

expense

was

$15

million,

but

will

increase

next

quarter

due

to

new

capital

structure

As of

($ in millions)

March 31, 2011

Cash

225

$    

Revolving credit facility*

-

$     

Term loan due March 2016

575

Senior Notes due March 2018

600

Senior Notes due March 2021

600

Other debt

105

Total debt

1,880

$ 

* $650 million facility, $530 million available after standby

    letters of credit of $120 million

Questions & Answers