27776 Federal Register / Vol. 83, No. 115 / Thursday, June 14, 2018 / Notices 

FEDERAL TRADE COMMISSION 

[File No. 181 0005] 

Northrop Grumman Corporation and 

Orbital ATK, Inc.; Analysis To Aid 

Public Comment 

AGENCY: Federal Trade Commission. 

ACTION: Proposed consent agreement. 

SUMMARY: The consent agreement in this 

matter settles alleged violations of 

federal law prohibiting unfair methods 

of competition. The attached Analysis to 

Aid Public Comment describes both the 

allegations in the complaint and the 

terms of the consent order—embodied 

in the consent agreement—that would 

settle these allegations. 

DATES: Comments must be received on 

or before July 5, 2018. 

ADDRESSES: Interested parties may file a 

comment online or on paper, by 

following the instructions in the 

Request for Comment part of the 

SUPPLEMENTARY INFORMATION section 

below. Write: ‘‘In the Matter of Northrop 

Grumman Corporation and Orbital ATK, 

Inc., File No. 181 0005’’ on your 

comment, and file your comment online 

at https://ftcpublic.commentworks.com/ 

ftc/northropgrumman by following the 

instructions on the web-based form. If 

you prefer to file your comment on 

paper, write ‘‘In the Matter of Northrop 

Grumman Corporation and Orbital ATK, 

Inc., File No. 181 0005’’ on your 

comment and on the envelope, and mail 

your comment to the following address: 

Federal Trade Commission, Office of the 

Secretary, 600 Pennsylvania Avenue 

NW, Suite CC–5610 (Annex D), 

Washington, DC 20580, or deliver your 

comment to the following address: 

Federal Trade Commission, Office of the 

Secretary, Constitution Center, 400 7th 

Street SW, 5th Floor, Suite 5610 (Annex 

D), Washington, DC 20024. 

FOR FURTHER INFORMATION CONTACT: 

James Southworth (202–326–2822), 

Bureau of Competition, 600 

Pennsylvania Avenue NW, Washington, 

DC 20580. 

SUPPLEMENTARY INFORMATION: Pursuant 

to Section 6(f) of the Federal Trade 

Commission Act, 15 U.S.C. 46(f), and 

FTC Rule 2.34, 16 CFR 2.34, notice is 

hereby given that the above-captioned 

consent agreement containing a consent 

order to cease and desist, having been 

filed with and accepted, subject to final 

approval, by the Commission, has been 

placed on the public record for a period 

of thirty (30) days. The following 

Analysis to Aid Public Comment 

describes the terms of the consent 

agreement, and the allegations in the 

complaint. An electronic copy of the 

full text of the consent agreement 

package can be obtained from the FTC 

Home Page (for June 5, 2018), on the 

World Wide Web, at https://

www.ftc.gov/news-events/commissionactions. 

You can file a comment online or on 

paper. For the Commission to consider 

your comment, we must receive it on or 

before July 5, 2018. Write ‘‘In the Matter 

of Northrop Grumman Corporation and 

Orbital ATK, Inc., File No. 181 0005’’ on 

your comment. Your comment— 

including your name and your state— 

will be placed on the public record of 

this proceeding, including, to the extent 

practicable, on the public Commission 

website, at https://www.ftc.gov/policy/ 

public-comments. 

Postal mail addressed to the 

Commission is subject to delay due to 

heightened security screening. As a 

result, we encourage you to submit your 

comments online. To make sure that the 

Commission considers your online 

comment, you must file it at https://

ftcpublic.commentworks.com/ftc/ 

northropgrumman by following the 

instructions on the web-based form. If 

this Notice appears at http://

www.regulations.gov/#!home, you also 

may file a comment through that 

website. 

If you prefer to file your comment on 

paper, write ‘‘In the Matter of Northrop 

Grumman Corporation and Orbital ATK, 

Inc., File No. 181 0005’’ on your 

comment and on the envelope, and mail 

your comment to the following address: 

Federal Trade Commission, Office of the 

Secretary, 600 Pennsylvania Avenue 

NW, Suite CC–5610 (Annex D), 

Washington, DC 20580, or deliver your 

comment to the following address: 

Federal Trade Commission, Office of the 

Secretary, Constitution Center, 400 7th 

Street SW, 5th Floor, Suite 5610 (Annex 

D), Washington, DC 20024. If possible, 

submit your paper comment to the 

Commission by courier or overnight 

service. 

Because your comment will be placed 

on the publicly accessible FTC website 

at https://www.ftc.gov, you are solely 

responsible for making sure that your 

comment does not include any sensitive 

or confidential information. In 

particular, your comment should not 

include any sensitive personal 

information, such as your or anyone 

else’s Social Security number; date of 

birth; driver’s license number or other 

state identification number, or foreign 

country equivalent; passport number; 

financial account number; or credit or 

debit card number. You are also solely 

responsible for making sure that your 

comment does not include any sensitive 

health information, such as medical 

records or other individually 

identifiable health information. In 

addition, your comment should not 

include any ‘‘trade secret or any 

commercial or financial information 

which . . . is privileged or 

confidential’’—as provided by Section 

6(f) of the FTC Act, 15 U.S.C. 46(f), and 

FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2)— 

including in particular competitively 

sensitive information such as costs, 

sales statistics, inventories, formulas, 

patterns, devices, manufacturing 

processes, or customer names. 

Comments containing material for 

which confidential treatment is 

requested must be filed in paper form, 

must be clearly labeled ‘‘Confidential,’’ 

and must comply with FTC Rule 4.9(c). 

In particular, the written request for 

confidential treatment that accompanies 

the comment must include the factual 

and legal basis for the request, and must 

identify the specific portions of the 

comment to be withheld from the public 

record. See FTC Rule 4.9(c). Your 

comment will be kept confidential only 

if the General Counsel grants your 

request in accordance with the law and 

the public interest. Once your comment 

has been posted on the public FTC 

website—as legally required by FTC 

Rule 4.9(b)—we cannot redact or 

remove your comment from the FTC 

website, unless you submit a 

confidentiality request that meets the 

requirements for such treatment under 

FTC Rule 4.9(c), and the General 

Counsel grants that request. 

Visit the FTC website at http://

www.ftc.gov to read this Notice and the 

news release describing it. The FTC Act 

and other laws that the Commission 

administers permit the collection of 

public comments to consider and use in 

this proceeding, as appropriate. The 

Commission will consider all timely 

and responsive public comments that it 

receives on or before July 5, 2018. For 

information on the Commission’s 

privacy policy, including routine uses 

permitted by the Privacy Act, see 

https://www.ftc.gov/site-information/ 

privacy-policy. 

Analysis of Agreement Containing 

Consent Order To Aid Public Comment 

I. Introduction 

The Federal Trade Commission 

(‘‘Commission’’) has accepted an 

Agreement Containing Consent Order 

(‘‘Consent Agreement’’) designed to 

remedy the anticompetitive effects 

resulting from Northrop Grumman 

Corporation’s (‘‘Northrop’’) proposed 

acquisition of Orbital ATK, Inc. 

(‘‘Orbital ATK’’). Under the terms of the 

Consent Agreement, Northrop would be 


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Federal Register / Vol. 83, No. 115 / Thursday, June 14, 2018 / Notices 27777 

required to (1) continue to act as a nondiscriminatory merchant supplier of 

Orbital ATK’s solid rocket motors 

(‘‘SRMs’’) rather than favor its nowvertically integrated missile system 

business, and (2) protect SRM and 

missile system competitors’ 

competitively sensitive information 

from improper use or disclosure. 

The Consent Agreement has been 

placed on the public record for thirty 

days for receipt of comments by 

interested persons. Given that the 

acquisition could impact a current 

ongoing missile system competition, the 

Commission issued the accompanying 

Decision and Order (‘‘Order’’) as final 

prior to seeking public comment, as 

provided in Section 2.34(c) of the 

Commission’s Rules. This will allow the 

Commission to enforce the Order if 

there are any violations of its provisions 

during the public comment period. 

Comments received during this period 

will become part of the public record. 

After thirty days, the Commission will 

again review the proposed Consent 

Agreement and the comments received, 

and will decide whether it should 

withdraw from the Consent Agreement 

or modify the accompanying Order. 

Pursuant to an Agreement and Plan of 

Merger dated September 17, 2017, 

Northrop agreed to acquire 100 percent 

of the issued and outstanding voting 

securities of Orbital ATK for 

approximately $7.8 billion (the 

‘‘Acquisition’’). The Commission’s 

Complaint alleges that the Acquisition 

is in violation of Section 5 of the FTC 

Act, as amended, 15 U.S.C. 45, and that 

the acquisition, if consummated, would 

violate Section 7 of the Clayton Act, as 

amended, 15 U.S.C. 18, and Section 5 of 

the FTC Act, as amended, 15 U.S.C. 45, 

by lessening the competition in the 

United States market for missile 

systems. The Acquisition would provide 

Northrop with the ability and incentive 

to withhold its SRMs from competing 

missile system prime contractors, or 

only offer its SRMs at disadvantageous 

terms, thereby raising rivals’ costs or 

otherwise undermining their ability to 

compete on future missile system bids. 

The Consent Agreement will remedy the 

alleged violations by prohibiting 

Northrop from discriminating against 

competing missile prime customers in 

supplying SRMs. 

II. The Parties 

Northrop is a Delaware corporation 

with its principal place of business in 

Falls Church, Virginia. Northrop is a 

global aerospace and defense company 

that acts as a prime contractor or 

preferred supplier on many highpriority programs for the United States 

Department of Defense (‘‘DOD’’) and 

other United States Government 

agencies. Northrop is one of only a few 

companies capable of acting as a prime 

contractor for tactical, missile defense, 

and strategic missile systems for DOD 

[the United States Government]. From 

1997 to 2013, Northrop was the prime 

contractor responsible for maintaining, 

sustaining, and modernizing the 

Minuteman III strategic missile system. 

Northrop is currently competing to 

develop the nation’s next 

intercontinental ballistic missile system, 

the Ground Based Strategic Deterrent. 

Northrop has also successfully 

competed for United States Government 

research and development contracts for 

tactical missiles and missile defense 

interceptors. 

Orbital ATK is a Delaware corporation 

with its principal place of business in 

Dulles, Virginia. The company is a 

prime contractor and merchant supplier 

of space, defense, and aviation-related 

systems to customers around the world. 

Orbital ATK is the nation’s leading 

producer of SRMs for both defense and 

commercial applications. For defense 

programs, Orbital ATK produces 

strategic-grade SRMs for the Trident II 

D–5 and Minuteman III and the Missile 

Defense Agency’s Ground-based 

Midcourse Defense interceptor. In 

addition, Orbital ATK is a leading 

producer of SRMs for air-, sea- and landbased tactical missiles and missile 

defense interceptors. Orbital ATK 

supplies these SRMs to prime 

contractors for use in their missile 

systems. 

III. The Products and Structure of the 

Markets 

Northrop is one of only four 

companies capable of supplying missile 

systems to the United States 

Government. Missile systems provide 

essential national defense capabilities 

for the United States Government. The 

United States Armed Forces employ 

multiple types of missile systems, 

including short-range tactical missiles, 

longer-range strategic missiles, and 

missile defense interceptors designed to 

defeat ballistic missile threats. Each 

type of missile system purchased by 

DOD has unique capabilities and is 

designed specifically to perform its 

given mission(s). 

Orbital ATK is one of only two viable 

suppliers of SRMs for U.S. Government 

missile systems and the dominant 

supplier of large SRMs used for longrange strategic missiles. SRMs are used 

to propel tactical, missile defense, and 

strategic missiles to their intended 

targets. SRMs are used for virtually all 

missile systems purchased by the 

United States Government because they 

offer numerous advantages over all 

other existing propulsion technologies. 

The relevant geographic market in 

which to analyze the effects of the 

proposed transaction is the United 

States. The missile systems that are the 

subject of the Complaint are solely 

purchased by the United States 

Government, which also typically funds 

their development. National security 

considerations and other factors limit 

DOD’s ability to procure its missile 

systems from foreign suppliers. Federal 

law, national security, and other 

considerations similarly drive missile 

system prime contractors to procure 

SRMs from domestic suppliers. 

IV. Entry 

Entry into the relevant markets would 

not be timely, likely, or sufficient in 

magnitude, character, and scope to deter 

or counteract the anticompetitive effects 

of the Acquisition. There are significant 

barriers to entry into the development, 

manufacture, and sale of both SRMs and 

missile systems in the United States. 

The relevant products are high 

technology, defense-specific products 

that require specialized expertise and 

facilities to develop, test, and 

manufacture. It would be extremely 

difficult and costly for a new entrant to 

establish the technological expertise and 

specialized facilities necessary to 

compete successfully in either of these 

markets. 

V. Effects of the Acquisition 

Following the Acquisition, Northrop, 

will be one of only two viable suppliers 

of SRMs for U.S. Government missile 

systems. The choice of SRM can have a 

significant impact on the final 

determination of a missile system prime 

competition because the propulsion 

system is a critical element of the 

overall missile design. SRMs comprise a 

large portion of the cost of the integrated 

missile and their performance affects 

the range, accuracy, and payload 

capacity of the missile. Absent the 

protections of the Consent Agreement, 

Northrop would have the ability to 

disadvantage competitors for future 

missile prime contracts by denying or 

limiting their access to Northrop’s SRM 

products and technologies, which 

would lessen the ability of Northrop’s 

missile system competitors to compete 

successfully for a given missile system 

prime contract. The Acquisition would 

also give Northrop access, through the 

former Orbital ATK SRM business, to 

the proprietary information that rival 

missile prime contractors must share 

with its SRM vendor. Similarly, the 

Acquisition creates a risk that the 


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27778 Federal Register / Vol. 83, No. 115 / Thursday, June 14, 2018 / Notices 

proprietary, competitively sensitive 

information of a rival SRM supplier 

supporting Northrop’s missile system 

business could be transferred to 

Northrop’s vertically integrated SRM 

business. 

VI. The Consent Agreement 

The Consent Agreement remedies the 

acquisition’s likely anticompetitive 

effects by requiring, whenever Northrop 

competes for a missile system prime 

contract, that Northrop must make its 

SRM products and related services 

available on a non-discriminatory basis 

to all other third-party competing prime 

contractors that wish to purchase them. 

The non-discrimination prohibitions of 

the Consent Agreement are 

comprehensive and apply to any 

potential discriminatory conduct 

affecting price, schedule, quality, data, 

personnel, investment, technology, 

innovation, design, or risk. 

The Consent Agreement requires 

Northrop to establish firewalls to ensure 

that Northrop does not transfer or use 

any proprietary information that it 

receives from competing missile prime 

contractors or SRM suppliers in a 

manner that harms competition. These 

firewall provisions require that 

Northrop maintain separate firewalled 

teams to support offers of SRMs to 

different third-party missile prime 

contractors and to maintain these 

firewalled teams separate from the team 

supporting Northrop’s missile prime 

contractor activities. The firewall 

provisions also prohibit Northrop’s 

missile business from sharing 

proprietary information it may receive 

from third-party SRM suppliers with 

Northrop’s SRM business. 

The Consent Agreement also provides 

that the DOD’s Under Secretary of 

Defense for Acquisition and 

Sustainment shall appoint a compliance 

officer to oversee Northrop’s compliance 

with the Order. The compliance officer 

will have all the necessary investigative 

powers to perform his or her duties, 

including the right to interview 

respondent’s personnel, inspect 

respondent’s facilities, and require 

respondents to provide documents, 

data, and other information. The 

compliance officer has the authority to 

retain third-party advisors, at the 

expense of Northrop, as appropriate to 

perform his or her duties. Access to 

these extensive resources will ensure 

that the compliance officer is fully 

capable of overseeing the 

implementation of, and compliance 

with, the Order. 

The purpose of this analysis is to 

facilitate public comment on the 

proposed Consent Agreement, and it is 

not intended to constitute an official 

interpretation of the proposed Consent 

Agreement or to modify its terms in any 

way. 

By direction of the Commission. 

Janice Frankle, 

Acting Secretary. 

[FR Doc. 2018–12750 Filed 6–13–18; 8:45 am] 

BILLING CODE 6750–01–P 

GOVERNMENT ACCOUNTABILITY 

OFFICE 

Request for Nominations for the 

Physician-Focused Payment Model 

Technical Advisory Committee (PTAC) 

AGENCY: Government Accountability 

Office (GAO). 

ACTION: Request for letters of 

nomination and resumes. 

SUMMARY: The Medicare Access and 

CHIP Reauthorization Act of 2015 

established the Physician-Focused 

Payment Model Technical Advisory 

Committee to provide comments and 

recommendations to the Secretary of 

Health and Human Services on 

physician payment models, and gave 

the Comptroller General responsibility 

for appointing its members. GAO is now 

accepting nominations of individuals 

for this committee. 

DATES: Letters of nomination and 

resumes should be submitted no later 

than July 20, 2018, to ensure adequate 

opportunity for review and 

consideration of nominees prior to 

appointment. Appointments will be 

made in October 2018. 

ADDRESSES: Submit letters of 

nomination and resumes by either of the 

following methods: Email: 

PTACcommittee@gao.gov. Include 

PTAC Nominations in the subject line of 

the message, or Mail: U.S. GAO, Attn: 

PTAC Nominations, 441 G Street NW, 

Washington, DC 20548. 

FOR FURTHER INFORMATION CONTACT: Greg 

Giusto at (202) 512–8268 or giustog@

gao.gov if you do not receive an 

acknowledgement within a week of 

submission or if you need additional 

information. For general information, 

contact GAO’s Office of Public Affairs, 

(202) 512–4800. 

Authority: Pub. L. 114–10, Sec. 101(e), 129 

Stat. 87, 115 (2015). 

Gene L. Dodaro, 

Comptroller General of the United States. 

[FR Doc. 2018–12736 Filed 6–13–18; 8:45 am] 

BILLING CODE 1610–02–P 

DEPARTMENT OF HEALTH AND 

HUMAN SERVICES 

Agency for Healthcare Research and 

Quality 

Agency Information Collection 

Activities: Proposed Collection; 

Comment Request 

AGENCY: Agency for Healthcare Research 

and Quality, HHS. 

ACTION: Notice. 

SUMMARY: This notice announces the 

intention of the Agency for Healthcare 

Research and Quality (AHRQ) to request 

that the Office of Management and 

Budget (OMB) approve the proposed 

information collection project 

‘‘Ambulatory Surgery Center Survey on 

Patient Safety Culture Database.’’ 

This proposed information collection 

was previously published in the Federal 

Register on March 14th, 2018 and 

allowed 60 days for public comment. 

AHRQ received no substantive 

comments from members of the public. 

The purpose of this notice is to allow an 

additional 30 days for public comment. 

DATES: Comments on this notice must be 

received by July 16, 2018. 

ADDRESSES: Written comments should 

be submitted to: AHRQ’s OMB Desk 

Officer by fax at (202) 395–6974 

(attention: AHRQ’s desk officer) or by 

email at OIRA_submission@

omb.eop.gov (attention: AHRQ’s desk 

officer). 

FOR FURTHER INFORMATION CONTACT: 

Doris Lefkowitz, AHRQ Reports 

Clearance Officer, (301) 427–1477, or by 

email at doris.lefkowitz@AHRQ.hhs.gov. 

SUPPLEMENTARY INFORMATION: 

Proposed Project 

Ambulatory Surgery Center Survey on 

Patient Safety Culture Database 

In accordance with the Paperwork 

Reduction Act, 44 U.S.C. 3501–3521, 

AHRQ invites the public to comment on 

this proposed information collection. 

Ambulatory surgery centers (ASCs) are 

a fast-growing health care setting, 

demonstrating tremendous growth both 

in the volume and complexity of 

procedures being performed. ASCs 

provide surgical services to patients 

who are not expected to need an 

inpatient stay following surgery. The 

Centers for Medicare and Medicaid 

Services (CMS) defines ASCs as distinct 

entities that operate exclusively to 

provide surgical services to patients 

who do not require hospitalization and 

are not expected to need to stay in a 

surgical facility longer than 24 hours. 


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