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 9, 2012

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 9, 2012, Huntington Ingalls Industries, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2012. 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 2012 earnings release conference call.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 9, 2012.
99.2	Earnings Presentation dated May 9, 2012.

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 9, 2012	By:	/s/    BARBARA A. NILAND
		Barbara A. Niland
		Corporate Vice President, Business Management and Chief Financial Officer

EX-99.1

Exhibit 99.1

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; Continues Segment Operating Margin Improvement

• Sales were $1.57 billion for the first quarter 2012

• Segment operating margin improved to 6.4 percent from 5.0 percent in Q1 2011

• Total operating margin was 5.1 percent, up from 5.0 percent in the same period last year

• Diluted earnings per share was $0.67

• Cash and cash equivalents at the end of the quarter was $551 million

NEWPORT NEWS, Va. (May 9, 2012) – Huntington Ingalls Industries (NYSE: HII) reported first quarter 2012 sales of $1.57 billion, down 6.9 percent from the same period last year, and segment operating margin of 6.4 percent, up from 5.0 percent for the same period last year. Total operating margin was 5.1 percent, up 0.1 percent from the first quarter of last year, and first quarter diluted earnings per share was $0.67, compared with $0.92 in the same period of 2011. Cash used in operating activities in the first quarter of 2012 was $329 million, an improvement of $35 million over the same period last year. New business awards for the 2012 first quarter were approximately $0.8 billion, bringing total backlog to $15.5 billion as of March 31, 2012.

“The end of the first quarter marked our one-year anniversary as an independent, publicly-traded company, and we are on track to deliver the performance targets we laid out at the time of the spin,” said Mike Petters, HII’s president and chief executive officer. “The first quarter was highlighted by our steady performance at Newport News and continued progress toward margin expansion at Ingalls, coupled with new business opportunities outside of shipbuilding such as the start-up of nuclear maintenance services support at Kesselring.”

Huntington Ingalls Industries

4101 Washington Ave. • Newport News, VA 23607

www.huntingtoningalls.com

First Quarter Highlights

	Three Months Ended March 31,
(In millions, except per share amounts)	2012			2011			$ Change			% Change
Sales	$	1,568		$	1,684		$	(116	)		(6.9	)%
Total segment operating income1		101			84			17			20.2	%
Segment operating margin % 1		6.4	%		5.0	%					145 bps
Total operating income		80			85			(5	)		(5.9	)%
Operating margin %		5.1	%		5.0	%					5 bps
Net earnings		33			45			(12	)		(26.7	)%
Diluted earnings per share	$	0.67		$	0.92		$	(0.25	)		(27.1	)%
Weighted average diluted shares outstanding		49.5			48.8

¹  Non-GAAP metric. See Exhibit B for reconciliation.

First quarter consolidated sales decreased $116 million from the same period in 2011, driven by lower sales volume following the delivery of NSC-3 USCGC Stratton and LPD-22 San Diego in 2011 and lower sales volume on the CVN-71 USS Theodore Roosevelt refueling and complex overhaul (RCOH) and the SSN-774 Virginia-class submarine construction program, partially offset by higher sales on the advance construction contract for CVN-79 John F. Kennedy and the advance planning contract for the CVN-72 USS Abraham Lincoln RCOH.

Segment operating income in the quarter was $101 million, up $17 million from the same 2011 period. The increase was primarily due to performance improvements on the SSN-774 Virginia-class submarine construction program and the absence of unfavorable performance adjustments realized in the first quarter of 2011 on the LPD program and CVN-78 Gerald R. Ford. Total operating income was $80 million, down from $85 million in the same period last year. Total operating margin was 5.1 percent for the quarter, up 0.1 percent from the first quarter of 2011. The decrease in operating income was primarily driven by higher FAS/CAS adjustment in 2012.

Awards

The value of new contract awards during the three months ended March 31, 2012 was approximately $0.8 billion. Significant new awards during this period included contracts for advance procurement for construction of LPD-27 (unnamed) and NSC-6 (unnamed), as well as advance planning efforts for the CVN-72 USS Abraham Lincoln RCOH.

Huntington Ingalls Industries

4101 Washington Ave. • Newport News, VA 23607

www.huntingtoningalls.com

Page 2 of 10

Operating Segment Results

Ingalls Shipbuilding

	Three Months Ended March  31,
($ in millions)	2012			2011			$ Change			% Change
Sales	$	692		$	761		$	(69	)		(9.1	)%
Operating income		20			17			3			17.6	%
Operating margin %		2.9	%		2.2	%					66 bps

Ingalls revenues for the first quarter decreased $69 million from the same period in 2011, driven by lower sales in the National Security Cutter (NSC) and Amphibious Assault Ships programs. The decrease in the NSC program sales was primarily the result of the delivery of NSC-3 USCGC Stratton in 2011. The decrease in Amphibious Assault Ships sales was primarily due to lower sales volume on the LPD program following the delivery of LPD-22 San Diego in 2011.

Ingalls operating income for the first quarter was $20 million compared with $17 million in the same period in 2011. The increase was primarily the result of the absence of unfavorable performance adjustments realized in 2011 on LPD-22 San Diego. Ingalls operating margin was 2.9 percent for the quarter, up from 2.2 percent in the same quarter of 2011.

Key Ingalls program milestones for the quarter:

• LPD-22 San Diego sailed away from Pascagoula en route to her commissioning site in San Diego

• Awarded $70 million additional advance procurement work for LPD-27 (unnamed)

• Awarded $76 million advance procurement contract for NSC-6 (unnamed)

Huntington Ingalls Industries

4101 Washington Ave. • Newport News, VA 23607

www.huntingtoningalls.com

Page 3 of 10

Newport News Shipbuilding

	Three Months Ended March  31,
($ in millions)	2012			2011			$ Change			% Change
Sales	$	895		$	940		$	(45	)		(4.8	)%
Operating income		81			67			14			20.9	%
Operating margin %		9.1	%		7.1	%					192 bps

Newport News revenues for the first quarter decreased $45 million, or 4.8 percent, from the first quarter 2011, primarily driven by lower sales volume on the CVN-71 USS Theodore Roosevelt RCOH and the SSN-774 Virginia-class submarine construction program, partially offset by higher sales volume on the advance construction contract for CVN-79 John F. Kennedy and the advance planning contract for the CVN-72 USS Abraham Lincoln RCOH.

Newport News operating income for the first quarter was $81 million compared with $67 million in the same period in 2011. The increase was due primarily to the impact of performance improvements on the SSN-774 Virginia-class submarine construction program in 2012, and the absence of unfavorable performance adjustments realized on CVN-78 Gerald R. Ford in 2011. Newport News operating margin was 9.1 percent for the quarter, compared with 7.1 percent in the same quarter of 2011.

Key Newport News program milestones for the quarter:

• Reached 75 percent structural completion of CVN-78 Gerald R. Ford

• Awarded $383 million of planning work for the CVN-72 USS Abraham Lincoln RCOH

• Assumed maintenance responsibilities at Kesselring, the Navy’s nuclear propulsion facility in upstate New York

Huntington Ingalls Industries

4101 Washington Ave. • Newport News, VA 23607

www.huntingtoningalls.com

Page 4 of 10

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 9. A live audio broadcast of the conference call and supplemental presentation will be available on the investor relations page of the company’s website: 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 Ingalls 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 Ave. • Newport News, VA 23607

www.huntingtoningalls.com

Page 5 of 10

Exhibit A: Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (Unaudited)

	Three Months Ended March 31
(in millions, except per share amounts)	2012			2011
Sales and service revenues
Product sales	$	1,353		$	1,466
Service revenues		215			218
Total sales and service revenues		1,568			1,684
Cost of sales and service revenues
Cost of product sales		1,152			1,253
Cost of service revenues		186			197
General and administrative expenses		150			149
Operating income (loss)		80			85
Other income (expense)
Interest expense		(30	)		(15	)
Earnings (loss) before income taxes		50			70
Federal income taxes		17			25
Net earnings (loss)	$	33		$	45
Basic earnings (loss) per share	$	0.67		$	0.92
Weighted-average common shares outstanding		49.0			48.8
Diluted earnings (loss) per share	$	0.67		$	0.92
Weighted-average diluted shares outstanding		49.5			48.8
Net earnings (loss) from above	$	33		$	45
Other comprehensive income (loss)
Change in unamortized benefit plan costs		24			28
Tax benefit (expense) on change in unamortized benefit plan costs		(9	)		(11	)
Other comprehensive income (loss), net of tax		15			17
Comprehensive income (loss)	$	48		$	62

Huntington Ingalls Industries

4101 Washington Ave. • Newport News, VA 23607

www.huntingtoningalls.com

Page 6 of 10

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)

($ in millions)	March 31 2012		December 31 2011
Assets
Current Assets
Cash and cash equivalents	$	551	$	915
Accounts receivable, net		954		711
Inventoried costs, net		384		380
Deferred income taxes		235		232
Prepaid expenses and other current assets		32		30
Total current assets		2,156		2,268
Property, plant, and equipment, net		2,005		2,033
Other Assets
Goodwill		844		844
Other purchased intangibles, net of accumulated amortization of $377 in 2012 and $372 in 2011		562		567
Pension plan assets		64		64
Debt issuance costs, net		46		48
Long-term deferred tax asset		99		128
Miscellaneous other assets		48		49
Total other assets		1,663		1,700
Total assets	$	5,824	$	6,001

Huntington Ingalls Industries

4101 Washington Ave. • Newport News, VA 23607

www.huntingtoningalls.com

Page 7 of 10

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited) – CONTINUED

($ in millions, except share amounts)	March 31 2012			December 31 2011
Liabilities and Stockholders’ Equity
Current Liabilities
Trade accounts payable		293			380
Current portion of long-term debt		29			29
Current portion of workers’ compensation liabilities		201			201
Current portion of postretirement plan liabilities		172			172
Accrued employees’ compensation		189			221
Advance payments and billings in excess of costs incurred		118			101
Provision for contract losses		12			19
Other current liabilities		238			249
Total current liabilities		1,252			1,372
Long-term debt		1,822			1,830
Other postretirement plan liabilities		586			581
Pension plan liabilities		833			936
Workers’ compensation liabilities		362			361
Other long-term liabilities		51			49
Total liabilities		4,906			5,129
Commitments and Contingencies		—			—
Stockholders’ Equity
Common stock, $.01 par value; 150,000,000 shares authorized; 49,445,957 issued and outstanding as of March 31, 2012; 48,821,563 issued and outstanding as of December 31, 2011		0			0
Additional paid-in capital		1,860			1,862
Retained earnings (deficit)		(108	)		(141	)
Accumulated other comprehensive income (loss)		(834	)		(849	)
Total stockholders’ equity		918			872
Total liabilities and stockholders’ equity	$	5,824		$	6,001

Huntington Ingalls Industries

4101 Washington Ave. • Newport News, VA 23607

www.huntingtoningalls.com

Page 8 of 10

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended March 31
($ in millions)	2012			2011
Operating Activities
Net earnings (loss)	$	33		$	45
Adjustments to reconcile to net cash provided by (used in) operating activities
Depreciation		42			40
Amortization of purchased intangibles		5			5
Amortization of debt issuance costs		2			0
Stock-based compensation		8			4
Change in
Accounts receivable		(243	)		(168	)
Inventoried costs		5			(110	)
Prepaid expenses and other assets		2			(38	)
Accounts payable and accruals		(125	)		(131	)
Deferred income taxes		17			(33	)
Retiree benefits		(75	)		31
Other non-cash transactions, net		0			(9	)
Net cash provided by (used in) operating activities		(329	)		(364	)
Investing Activities
Additions to property, plant, and equipment		(27	)		(63	)
Net cash provided by (used in) investing activities		(27	)		(63	)
Financing Activities
Proceeds from issuance of long-term debt		0			1,775
Repayment of long-term debt		(8	)		0
Debt issuance costs		0			(50	)
Repayment of notes payable to former parent and accrued interest		0			(954	)
Dividend to former parent in connection with spin-off		0			(1,429	)
Net transfers from (to) former parent		0			1,310
Net cash provided by (used in) financing activities		(8	)		652
Change in cash and cash equivalents		(364	)		225
Cash and cash equivalents, beginning of period		915			0
Cash and cash equivalents, end of period	$	551		$	225
Supplemental Cash Flow Disclosure
Cash paid for income taxes	$	4		$	0
Cash paid for interest	$	47		$	0

Huntington Ingalls Industries

4101 Washington Ave. • Newport News, VA 23607

www.huntingtoningalls.com

Page 9 of 10

Exhibit B: Reconciliations

We make reference to “segment operating income.” Segment operating income is defined as operating income before FAS/CAS adjustment and deferred state income taxes.

Segment operating income is one of the key metrics we use to evaluate operating performance because it excludes items that do not affect segment performance. Therefore, we believe it is appropriate to disclose these measures to help investors analyze our operating performance. However, these measures are not measures of financial performance under GAAP and may not be defined or calculated by other companies in the same manner.

Reconciliation of Segment Operating Income

	Three Months Ended March 31,
$ in millions	2012			2011
Sales and Service Revenues
Ingalls	$	692		$	761
Newport News		895		$	940
Intersegment eliminations		(19	)		(17	)
Total sales and service revenues	$	1,568		$	1,684
Operating Income (Loss)
Ingalls	$	20		$	17
As a percentage of sales		2.9	%		2.2	%
Newport News		81			67
As a percentage of sales		9.1	%		7.1	%
Total Segment Operating Income (Loss)		101			84
As a percentage of sales		6.4	%		5.0	%
Non-segment factors affecting operating income
Net pension and post-retirement benefits adjustment		(17	)		(4	)
Deferred state income taxes		(4	)		5
Total operating income (loss)	$	80		$	85
Interest expense		(30	)		(15	)
Federal income taxes		(17	)		(25	)
Total net earnings (loss)	$	33		$	45

Huntington Ingalls Industries

4101 Washington Ave. • Newport News, VA 23607

www.huntingtoningalls.com

Page 10 of 10

EX-99.2

Exhibit 99.2

Exhibit 99.2

Q1 2012 Earnings Presentation

May 9, 2012

Mike Petters

President and Chief Executive Officer

Barb Niland

Corporate Vice President, Business Management

& Chief Financial Officer

Safe Harbor

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 uncerta inties 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 conso lidation 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 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. This presentation also contains non-GAAP financial measures and includes a GAAP reconciliation of these financial measures. Non-GAAP financial measures should not be construed as being more important than comparable GAAP measures.

2

Highlights from the First Quarter 2012

Diluted EPS of $0.67 for the first quarter

Total operating margin was 5.1%, up from 5.0% for the same period 2011

Newport News operating margin was 9.1%, up from 7.1% in the first quarter 2011

Ingalls operating margin was 2.9%, up from 2.2% in first quarter 2011

Cash and cash equivalents at the end of the quarter were $551 million

Announced $0.8 billion of new contract awards during Q1 2012 including: Advance procurement for construction of LPD-27 and NSC-6

Advance planning efforts for the Lincoln RCOH

Assumed maintenance responsibilities at the Navy’s nuclear propulsion facility in upstate New York

3

First Quarter 2012 Consolidated Results

4

Ingalls Shipbuilding

?Ingalls Q1 sales were down YoY due to

lower volumes on NSC and LPD programs due to 2011 delivery of NSC-3 and LPD-22

?Q1 segment operating income was up

YoY driven by the delivery of LPD-22

5

Newport News Shipbuilding

?Newport News sales were down in Q1 as?compared to Q1 2011 due to lower volumes on Roosevelt RCOH and the VCS program, offset by higher volumes on

Kennedy and Lincoln RCOH

?Segment operating income and margin?increased due to unfavorable performance adjustments on the Ford contract in Q1 2011 and performance improvements on the VCS program in Q1 2012

6

Appendix

Reconciliations

We make reference to “segment operating income.” Segment operating income is defined as operating income before net pension and post-retirement benefits adjustment and deferred state income taxes.

Segment operating income is one of the key metrics we use to evaluate operatin g performance because it excludes items that do not affect segment performance. Therefore, we believe it is appropriate to disclose these measures to help investors analyze our operating performance. However, these measures are not measures of financial performance under GAAP and may not be defined or calculated by other companies in the same manner.

8

Reconciliation of Non-GAAP Measure –

Segment Operating Income

Three Months Ended

$ in millions March 31,

2012 2011

Sales and Service Revenues $ 692

Ingalls $ 761

Newport News 895 $ 940

Intersegment eliminations(19)(17)

Total sales and service revenues $ 1,568 $ 1,684

Operating Income (Loss) $ 20

Ingalls $ 17

As a percentage of sales 2.9% 2.2%

Newport News 81 67

As a percentage of sales 9.1% 7.1%

Total Segment Operating Income (Loss) 101 84

As a percentage of sales 6.4% 5.0%

Non-segment factors affecting operating income(17)

Net pension and post-retirement benefits adjustment(4)

Deferred state income taxes(4) 5

Total operating income (loss) $ 80 $ 85

Interest expense(30)(15)

Federal income taxes(17)(25)

Total net earnings (loss) $ 33 $ 45

9