8-KRegulation FDOther EventsExhibits & Filings

NORTHROP GRUMMAN CORP /DE/ 8-K Report, Regulation FD Disclosure (Jun 6, 2018)

Filed June 6, 2018For Securities:NOC

Summary

Northrop Grumman Corporation (NOC) filed an 8-K report on June 5, 2018, primarily to disclose two significant events. First, the company received clearance from the U.S. Federal Trade Commission (FTC) regarding its proposed acquisition of Orbital ATK, Inc. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has been terminated, paving the way for the acquisition to be completed. As a condition of this clearance, the FTC has mandated that solid rocket motors be available on a non-discriminatory basis under specific circumstances and defined processes. Second, Northrop Grumman updated its 2018 financial guidance. This update was communicated via a press release furnished as an exhibit to the 8-K filing. Investors should note that the closing of the Orbital ATK acquisition is expected to occur after market close on June 6, 2018, subject to the satisfaction of other customary closing conditions. The press release containing both the FTC clearance and the updated financial guidance is a key document for understanding the near-term impact on the company.

Key Highlights

  • 1FTC clearance received for the acquisition of Orbital ATK, Inc.
  • 2Hart-Scott-Rodino waiting period terminated, allowing acquisition to proceed.
  • 3FTC order requires non-discriminatory availability of solid rocket motors under specific conditions.
  • 4Acquisition of Orbital ATK expected to close after market close on June 6, 2018.
  • 5Company updated its 2018 financial guidance.
  • 6Updated financial guidance and FTC clearance details provided in a press release dated June 5, 2018.

Frequently Asked Questions

This 8-K filing serves two main purposes: to announce that Northrop Grumman has received the necessary FTC clearance to complete its acquisition of Orbital ATK, and to provide an update to the company's 2018 financial guidance.

The acquisition is expected to close after the market close on June 6, 2018, provided all other customary closing conditions are met.

Yes, as part of the clearance, the FTC has issued a decision and order requiring Northrop Grumman to make solid rocket motors available on a non-discriminatory basis under specified circumstances and defined processes.

The details regarding both the FTC clearance and the updated 2018 financial guidance are included in a press release dated June 5, 2018, which is furnished as Exhibit 99.1 to this Form 8-K filing.