8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES AND EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 17, 2014

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, Virginia	23607
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (757) 380-2000

None

(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 (see General Instruction A.2.):

¨ 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 8.01 Other Events

On November 17, 2014, Huntington Ingalls Industries, Inc. (the “Company”) issued a press release announcing the pricing of $600 million aggregate principal amount of 5.000% Senior Notes due 2021 (the “Notes”) at a price of 100% of the par value of the Notes. The Company intends to use the net proceeds from the sale of the Notes, together with cash on hand, to purchase $600 million aggregate principal amount of the Company’s outstanding 6.875% Senior Notes due 2018 (the “2018 Notes”) in its previously announced tender offer and consent solicitation for the 2018 Notes and, if needed, redeem any untendered portion of the 2018 Notes. The sale of the Notes is expected to close on December 2, 2014.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Number	Exhibit
99.1	Press release dated November 17, 2014

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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.
By:	/s/ Barbara A. Niland
Name:	Barbara A. Niland
Title:	Corporate Vice President, Business
	Management and Chief Financial Officer

Date: November 18, 2014

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EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Press release dated November 17, 2014

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EX-99.1

Exhibit 99.1

Contacts:

Jerri Fuller Dickseski (Media)

jerri.dickseski@hii-co.com

757-380-2341

Rick Wyatt (Bond Investors)

Rick.Wyatt@hii-co.com

757-380-2101

Huntington Ingalls Industries Announces Pricing of 5.00% Senior Notes Due 2021

NEWPORT NEWS, Va. (Nov. 17, 2014) – Huntington Ingalls Industries, Inc. (NYSE: HII) (“HII” or the “Company”) announced today that it will sell $600 million aggregate principal amount of 5.00% Senior Notes due 2021 (the “Notes”) at a price of 100.00% of the par value. The Company intends to use the net proceeds from the sale of the Notes to pay the consideration for the previously announced cash tender offer (the “Tender Offer”) and consent solicitation (the “Consent Solicitation”) with respect to HII’s outstanding 6.875% Senior Notes due 2018 (the “2018 Notes”), plus fees and expenses, and, if all 2018 Notes are not tendered pursuant to the Tender Offer and Consent Solicitation, to fund the redemption of all 2018 Notes that remain outstanding after the completion of the Tender Offer and Consent Solicitation.

The Notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act.

The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

This press release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of an offering circular.

Huntington Ingalls Industries designs, builds and manages the life-cycle of the most complex nuclear and conventionally-powered ships for the U.S. Navy and Coast Guard. For more than a century, HII’s Newport News and Ingalls shipbuilding divisions in Virginia and Mississippi have built more ships in more ship classes than any other U.S. naval shipbuilder. HII also provides engineering and project management services expertise to the commercial energy industry, the Department of Energy and other government customers. Headquartered in Newport News, Virginia, HII employs approximately 39,000 people operating both domestically and internationally. For more information, please visit www.huntingtoningalls.com.

Huntington Ingalls Industries

4101 Washington Ave. • Newport News, VA 23607

http://newsroom.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 the failure to complete the sale of the Notes, the failure to consummate the tender offer, and potential changes in market conditions that could cause actual results to differ materially. You should not place undue reliance on any forward-looking statements that we may make. These forward-looking statements speak only as of the date of this press release, and we undertake no obligation to update or revise any of these statements.

Huntington Ingalls Industries

4101 Washington Avenue • Newport News, VA 23607

www.huntingtoningalls.com/media