Item 2.02. Results of Operations and Financial Condition.

On November 8, 2012, Huntington Ingalls Industries, Inc. issued a press release announcing its financial results for the quarter ended September 30, 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 third quarter 2012 earnings release conference call.

Item 8.01. Other Events.

On November 8, 2012, the Corporation announced that its Board of Directors has declared the Corporation's first quarterly cash dividend, in the amount of $0.10 per share, payable on December 14, 2012, to shareholders of record on November 30, 2012. In addition, the Corporation announced that its Board of Directors has authorized a program to repurchase up to $150 million of its outstanding shares of common stock over the next three years.

The press release announcing these matters is filed as Exhibit 99.3 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No. Description

99.1 Press Release dated November 8, 2012.

99.2 Earnings Presentation dated November 8, 2012.

99.3 Press Release dated November 8, 2012.

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