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 Exchange Act of 1934

Date of Report (Date of earliest event reported)

October 29, 2015

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)

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Huntington Ingalls Industries, Inc. (the “Company”) has announced that Barbara A. Niland, Corporate Vice President, Business Management, and Chief Financial Officer, will retire from the Company effective as of March 1, 2016. The Company also announced that Christopher D. Kastner, 52, has been elected by the board of directors to succeed Ms. Niland as Corporate Vice President, Business Management, and Chief Financial Officer effective upon Ms. Niland’s retirement.

Since August 2012, Mr. Kastner has served as Corporate Vice President and General Manager, Corporate Development. Prior to that and following the Company’s spin-off from Northrop Grumman Corporation in March 2011, he served as Vice President and Chief Financial Officer of the Company’s Ingalls Shipbuilding business segment. Prior to the spin-off, Mr. Kastner served as Vice President, Business Management, and Chief Financial Officer of Northrop Grumman Shipbuilding, Gulf Coast from 2008 and served as Vice President, Contracts and Risk Management of Northrop Grumman Ship Systems from 2006 to 2008. Prior to that, he held several positions at other Northrop Grumman businesses, including Corporate Director of Strategic Transactions. Mr. Kastner holds a B.A. in Political Science from the University of California at Santa Barbara and an M.B.A. from Pepperdine University.

Mr. Kastner currently receives annual grants of restricted performance stock rights (“RPSRs”) under the Company’s 2012 Long-Term Incentive Stock Plan (“LTIP”), described in the Company’s proxy statement for its 2015 Annual Meeting of Stockholders filed on March 19, 2015 (the “Proxy Statement”), and participates in the Company’s cash Annual Incentive Plan (“AIP”), described in the Proxy Statement. The target RPSR grants to Mr. Kastner under the LTIP and his target cash bonus amount under the AIP in his new position have not been determined.

Mr. Kastner has no family relationships with any executive officer, director or other employee of the Company, and he has no material interest in any transaction or proposed transactions of the Company.

A copy of the press release announcing Ms. Niland’s retirement and Mr. Kastner’s election is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated October 30, 2015.

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: October 30, 2015	By:	/s/ Charles R. Monroe, Jr.
		Charles R. Monroe, Jr.
		Corporate Vice President, Associate General Counsel and Secretary

EX-99.1

Exhibit 99.1

	NEWS RELEASE
	Contact: Beci Brenton Beci.brenton@hii-co.com (202) 264-7143

PHOTO RELEASE—Huntington Ingalls Industries Announces

the 2016 Retirement of Chief Financial Officer Barbara A. Niland

and the Election of Christopher D. Kastner to Succeed Niland

NEWPORT NEWS, Va. (Oct. 30, 2015)—Huntington Ingalls Industries (NYSE:HII) announced today that its Board of Directors has elected Christopher D. Kastner to succeed Barbara A. Niland as the company’s chief financial officer and corporate vice president, business management, effective with Niland’s retirement on March 1, 2016.

“Barb has been a member of my team since she joined Northrop Grumman Newport News in 2004,” said HII President and CEO Mike Petters, “and was instrumental in HII becoming a publicly traded company in 2011. On a daily basis, and for many years, I’ve relied upon her financial acumen and sound judgment, and she always gives 110 percent to every project or task. She demonstrates excellent leadership and a great commitment to the men and women who make up the HII enterprise, and we will miss her.”

Kastner, who currently serves as corporate vice president and general manager, corporate development, will continue to report to Petters in his new role beginning next March. In this position, he will be responsible for directing the business strategy and processes in support of business growth and profitability goals. He will also have responsibility for corporate business management functions, including investor relations, treasury, internal audit, contracts, accounting, financial reporting, planning and analysis, rates and budgets, and mergers and acquisition. Additionally, he will provide oversight for segment business management, contracts, and estimating and pricing.

“Chris has been on my senior team for several years, and I’ve known and worked closely with him for even longer,” Petters said. “I look forward to working with him in his new role that is so very critical to our success. When he assumes the CFO position next year, he brings with him a set of finely honed financial, operational and strategic skills that will be important to our success as we guide HII into the future and create further value for our customers, shareholders and employees.”

Kastner has more than 25 years of experience in the financial and business development arenas. Prior to being named to his current position in August 2012, he served as vice president and CFO for HII’s Ingalls Shipbuilding division. He also served as vice president, business management, and CFO for Northrop Grumman Shipbuilding-Gulf Coast and as vice president, contracts and risk management, for Northrop Grumman Ship Systems. He began his career at Northrop Grumman working on the B-2 program and had various business management positions,

Huntington Ingalls Industries

4101 Washington Ave. • Newport News, VA 23607

http://newsroom.huntingtoningalls.com

including working in the treasury organization negotiating strategic transactions. He has a bachelor’s degree in political science from the University of California at Santa Barbara and an MBA from Pepperdine University. He also completed an executive management course in mergers and acquisitions at Stanford University. He is on the board of directors for WHRO, the only public broadcasting station in the United States owned by a collaboration of 19 public school districts, and serves on the board of trustees for Eastern Virginia Medical School.

Photos accompanying this release are available at: http://newsroom.huntingtoningalls.com/releases/niland-kastner-cfo.

Huntington Ingalls Industries is America’s largest military shipbuilding company and a provider of manufacturing, engineering and management services to the nuclear energy, oil and gas markets. 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. Headquartered in Newport News, Virginia, HII employs approximately 37,000 people operating both domestically and internationally. For more information, visit:

• HII on the web: www.huntingtoningalls.com

• HII on Facebook: www.facebook.com/HuntingtonIngallsIndustries

• HII on Twitter: twitter.com/hiindustries

Huntington Ingalls Industries

4101 Washington Ave. • Newport News, VA 23607

www.huntingtoningalls.com/media