UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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 13(a) of the Exchange Act. ☐
Explanatory Note.
On August 20, 2021, Huntington Ingalls Industries, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8- K (the “Initial 8-K”) to disclose that the Company had completed its previously announced acquisition of Alion Science and Technology Corporation (“Alion”).
The pro forma financial information included in this Current Report on Form 8-K/A has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and Alion would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the acquisition.
Except as described above, all other information in the Initial 8-K remains unchanged.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired
The audited consolidated financial statements of Alion for the fiscal years ended September 30, 2020 and 2019 are filed herewith as Exhibit 99.1.
The unaudited condensed consolidated financial statements of Alion for the nine months ended June 30, 2021 are filed herewith as Exhibit 99.2.
(b) Pro forma financial information
The unaudited pro forma combined consolidated statement of financial position of the Company and Alion as of June 30, 2021, which gives effect to the acquisition of Alion as if it had occurred on June 30, 2021, and the unaudited pro forma combined consolidated statement of operations and comprehensive income for the six months ended June 30, 2021 and the 12 months ended December 31, 2020, which give effect to the acquisition of Alion as if it had occurred on January 1, 2020, and the related notes to such unaudited pro forma combined consolidated financial statements are filed herewith as Exhibit 99.3.
(d) Exhibits
| * | All exhibits and schedules to the Stock Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request. |
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: November 4, 2021 | By: | /s/ Nicolas Schuck. | ||||
| Nicolas Schuck | ||||||
| Corporate Vice President, Controller and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) | ||||||