8-KLeadership ChangesOther EventsExhibits & Filings

NORTHROP GRUMMAN CORP /DE/ 8-K Report, Executive Changes (Mar 15, 2011)

Filed March 15, 2011For Securities:NOC

Summary

Northrop Grumman Corporation (NOC) filed an 8-K on March 15, 2011, detailing significant corporate restructuring related to the planned spin-off of its shipbuilding business, Huntington Ingalls Industries, Inc. (HII). The report announced the official distribution date for the spin-off as March 31, 2011, with shareholders receiving one share of HII common stock for every six shares of NOC common stock held on March 30, 2011. This filing also addresses a consequential change in the Board of Directors. In anticipation of the spin-off and a corporate reorganization where a subsidiary will become the new public holding company, a significant number of directors will resign from the current Northrop Grumman board. These directors are slated to join the Board of Directors of the new Northrop Grumman (New NGC) post-reorganization. Additionally, Thomas B. Fargo will resign from the NOC board to join the HII board, effective around March 21, 2011.

Key Highlights

  • 1Northrop Grumman announced the spin-off of Huntington Ingalls Industries (HII) is set for March 31, 2011.
  • 2Shareholders will receive HII common stock on a pro rata basis: one share of HII for every six shares of Northrop Grumman held as of March 30, 2011.
  • 3A corporate reorganization is planned, involving a subsidiary becoming the new public holding company, which will be renamed Northrop Grumman Corporation.
  • 4Eleven directors will resign from the current Northrop Grumman board effective upon completion of the corporate reorganization.
  • 5These departing directors are expected to become members of the Board of Directors for the new Northrop Grumman (New NGC) post-reorganization.
  • 6Director Thomas B. Fargo will resign from the Northrop Grumman board to join the HII board, effective around March 21, 2011.

Frequently Asked Questions

The primary event is the announcement of the timing and details for the spin-off of Huntington Ingalls Industries (HII) from Northrop Grumman Corporation, along with related board of directors' changes due to corporate restructuring.

Shareholders will receive one share of HII common stock for every six shares of Northrop Grumman common stock they hold as of the close of business on March 30, 2011. This distribution will occur on March 31, 2011.

Eleven directors will resign from the current Northrop Grumman board as part of a corporate reorganization and spin-off. These directors are expected to transition to the board of the newly formed Northrop Grumman entity. Additionally, Director Thomas B. Fargo will resign from the Northrop Grumman board to join the HII board.

The corporate reorganization involves a subsidiary becoming the new publicly held holding company, which will be renamed Northrop Grumman Corporation. This restructuring precedes the spin-off of HII and ensures the continuity of the Northrop Grumman public entity.