Attached files

file filename
8-K - FORM 8-K - NORTHROP GRUMMAN CORP /DE/v59140e8vk.htm
EX-3.1 - EX-3.1 - NORTHROP GRUMMAN CORP /DE/v59140exv3w1.htm
EX-99.1 - EX-99.1 - NORTHROP GRUMMAN CORP /DE/v59140exv99w1.htm
EX-10.2 - EX-10.2 - NORTHROP GRUMMAN CORP /DE/v59140exv10w2.htm
EX-10.1 - EX-10.1 - NORTHROP GRUMMAN CORP /DE/v59140exv10w1.htm
EXHIBIT 99.2
NORTHROP GRUMMAN CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
     On March 31, 2011, the company completed the spin-off to its shareholders of Huntington Ingalls Industries (HII), a wholly owned subsidiary. HII will continue to operate the business that was previously the company’s Shipbuilding segment (Shipbuilding) prior to the spin-off. The company completed a pro rata distribution to its shareholders of one share of HII common stock for every six shares of the company, or approximately 48.8 million shares of HII common stock. In connection with the spin-off, HII made a contribution of $1,429 million to the company. HII filed a registration statement with the SEC on Form 10 describing the spin-off that was declared effective on March 18, 2011.
     Prior to the completion of the spin-off, the company and HII entered into a Separation and Distribution Agreement and several other agreements that will govern the post-separation relationship. These agreements generally provide that each party will be responsible for its respective assets, liabilities and obligations following the spin-off, including employee benefits, intellectual property, information technology, insurance and tax-related assets and liabilities. The agreements allow for a settlement process surrounding the transfer of certain assets and liabilities, for which future adjustments could occur as these transfers are resolved. The agreements also describe the company’s future commitments to provide HII with certain transition services for up to one year. Now that the spin-off is completed, the companies will begin negotiations for subcontract agreements pursuant to which the company and HII will provide each other with specified services or products required under each party’s contracts at arm’s-length terms and pricing.
     The unaudited pro forma condensed consolidated financial information was derived from the historical consolidated financial statements and is being presented to give effect to the spin-off of Shipbuilding, which will be reported as a discontinued operation. The following unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical financial statements and accompanying notes. For purposes of the unaudited pro forma condensed consolidated statement of financial position, the company assumed that the spin-off occurred as of December 31, 2010, and for the unaudited pro forma consolidated statements of operations for the years ended December 31, 2010, 2009 and 2008, the company assumed that the spin-off occurred at the beginning of the first period presented.
     The pro forma adjustments are based on the best information available and assumptions that management believes are reasonable. The pro forma adjustments may differ from those that will be calculated to report Shipbuilding as a discontinued operation in the company’s future filings. The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what the company’s results of operations or financial position would have been had the spin-off occurred on the dates indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of the company’s future results of operations or financial position.
     The pro forma adjustments remove all Shipbuilding assets, liabilities, and results of operations, and give effect to the following transactions:
    The transfer to HII of certain Northrop Grumman assets and liabilities that are specifically identifiable or otherwise allocable to HII and certain tax assets and liabilities as defined in the Tax Matters Agreement;
 
    The elimination of intercompany balances and the company’s equity in HII;
 
    The transfer to the company by HII of $1,429 million of cash;
 
    The pro rata distribution to Northrop Grumman’s shareholders of record as of the Record Date of all shares of HII common stock that the company held, using a ratio of one share of HII common stock for every six shares of Northrop Grumman common stock outstanding;
See the notes to the unaudited pro forma condensed consolidated financial information for a more detailed discussion of these transactions.

 


 

NORTHROP GRUMMAN CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                                 
    Year Ended December 31, 2010  
            Pro Forma Adjustments        
 
    Northrop Grumman             Other     Northrop Grumman  
$ in millions, except per share amounts   Consolidated     Shipbuilding [A]    Adjustments     Pro Forma  
 
Sales and service revenues
  $ 34,757     $ (6,719)     $ 8  [B]    $ 28,046  
Cost of sales and service revenues
    31,687       (6,394)       (66)  [C]     25,227  
 
Operating income
    3,070       (325)       74       2,819  
Other expense
    (475)       42  [D]      (27)  [D]      (460)  
 
Earnings from continuing operations before income taxes
    2,595       (283)       47       2,359  
Federal and foreign income taxes
    557        [E]      (95)  [E]      462  
 
Earnings from continuing operations
  $ 2,038     $ (283)     $ 142     $ 1,897  
   
Basic earnings per share from continuing operations
  $6.86                     $6.39  
                       
Basic weighted average common shares outstanding
    296.9                       296.9  
                       
Diluted earnings per share from continuing operations
  $6.77                     $6.30  
                       
Diluted weighted average common shares outstanding
    301.1                       301.1  
                       
 
    Year Ended December 31, 2009  
            Pro Forma Adjustments        
 
    Northrop Grumman             Other     Northrop Grumman  
$ in millions, except per share amounts   Consolidated     Shipbuilding  [A]    Adjustments     Pro Forma  
   
Sales and service revenues
  $ 33,755     $ (6,213)     $ 9  [B]    $ 27,551  
Cost of sales and service revenues
    31,272       (5,914)       (76)  [C]      25,282  
   
Operating income
    2,483       (299)       85       2,269  
Other expense
    (217)       39       (27)  [D]      (205)  
   
Earnings from continuing operations before income taxes
    2,266       (260)       58       2,064  
Federal and foreign income taxes
    693        [E]      (61)  [E]      632  
   
Earnings from continuing operations
  $ 1,573     $ (260)     $ 119     $ 1,432  
   
Basic earnings per share from continuing operations
  $4.93                     $4.49  
                       
Basic weighted average common shares outstanding
    319.2                       319.2  
                       
Diluted earnings per share from continuing operations
  $4.87                     $4.43  
                       
Diluted weighted average common shares outstanding
    323.3                       323.3  
                       
 
    Year Ended December 31, 2008  
            Pro Forma Adjustments        
 
    Northrop Grumman             Other     Northrop Grumman  
$ in millions, except per share amounts   Consolidated     Shipbuilding   [A]    Adjustments     Pro Forma  
   
Sales and service revenues
  $ 32,315     $ (6,145)     $ 9  [B]    $ 26,179  
Cost of sales and service revenues
    29,518       (5,962)       (15)  [C]      23,541  
Goodwill impairment
    3,060       (2,490)             570  
   
Operating (loss) income
    (263)       2,307       24       2,068  
Other expense
    (257)       50       (27)  [D]      (234)  
   
Earnings (loss) from continuing operations before income taxes
    (520)       2,357       (3)       1,834  
Federal and foreign income taxes
    859        [E]      (38)  [E]      821  
   
Earnings (loss) from continuing operations
  $ (1,379)     $ 2,357     $ 35     $ 1,013  
   
Basic earnings (loss) per share from continuing operations
    ($4.12)                     $3.03  
                       
Basic weighted average common shares outstanding
    334.5                       334.5  
                       
Diluted earnings (loss) per share from continuing operations
    ($4.12)                     $2.97  
                       
Diluted weighted average common shares outstanding
    334.5  [F]                      341.6  
                       

 


 

     
 
NORTHROP GRUMMAN CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Unaudited)
                                         
    As of December 31, 2010  
            Pro Forma Adjustments        
                            Cash     Northrop  
    Northrop Grumman             Other     Transfer     Grumman  
$ in millions   Consolidated     Shipbuilding  [A]   Adjustments     from HII     Pro Forma  
 
Assets
                                       
Current Assets
                                       
Cash and cash equivalents
  $ 3,701                   $ 1,429     $ 5,130  
Accounts receivable, net
    4,057     $ (728)                       3,329  
Other current assets
    2,146       (296)       (301)  [G]           1,549  
 
Current assets
  $ 9,904     $ (1,024)     $ (301)   $ 1,429     $ 10,008  
Property, plant, and equipment, net
    5,042       (1,997)                       3,045  
Goodwill
    13,517       (1,141)                       12,376  
Other assets
    2,958       (606)       (154)  [G]             2,198  
 
Total assets
  $ 31,421     $ (4,768)     $ (455)   $ 1,429     $ 27,627  
 
 
                                       
Liabilities and Shareholders’ Equity
                                       
Current Liabilities
                                       
Current portion of long-term debt and notes payable
  $ 784                             $ 784  
Trade accounts payable
    1,846       (274)                       1,572  
Other current liabilities
    5,756       (720)       (236)  [G]             4,800  
 
Current liabilities
    8,386       (994)       (236)               7,156  
Long-term debt, net of current portion
    4,045       (105)                       3,940  
Pension and post-retirement plan liabilities
    4,116               (947)  [G]             3,169  
Other long-term liabilities
    1,317       (374)       (146)  [G]             797  
 
Total liabilities
    17,864       (1,473)       (1,329)               15,062  
 
                                       
Equity
                                       
Other shareholders’ equity
    16,314       (3,295)       354       1,429       14,802  
Accumulated other comprehensive loss
    (2,757)               520  [G]             (2,237)  
 
Total equity
    13,557       (3,295)       874       1,429       12,565  
 
Total liabilities and equity
  $ 31,421     $ (4,768)     $ (455)   $ 1,429     $ 27,627  
 


 

 
NORTHROP GRUMMAN CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (Unaudited)
Statements of Operations and Financial Position
  A.  
The adjustment reflects the March 31, 2011 distribution of the assets, liabilities, and results of operations historically reported in the company’s Shipbuilding segment, which will be operated by HII after the spin-off. As part of the spin-off, the company completed a pro rata distribution of HII’s common stock to its shareholders.
Statements of Operations-Other Adjustments
  B.  
The adjustment eliminates intercompany sales and service revenues of $8 million, $9 million and $9 million for the years ended December 31, 2010, 2009 and 2008, respectively, which were historically recorded within the Shipbuilding segment results. The intercompany sales and service revenues and associated costs described in Note C below were eliminated in consolidation and therefore not included in the Northrop Grumman Consolidated amounts.
 
  C.  
The adjustment to cost of sales and service revenues reflects the following: i) the net pension and post-retirement benefits adjustment associated with Shipbuilding employees and retirees who participate in current Northrop Grumman retirement benefit plans, which were historically managed and recorded at the corporate office; ii) the assignment to Shipbuilding of non-recurring spin-off transaction costs incurred by the company; iii) the elimination of the intercompany cost of sales and service revenues associated with the intercompany sales and service revenues discussed in Note B; iv) the cash and share-based incentive compensation associated with Shipbuilding employees, which was historically managed and recorded at the corporate office; and v) the deferred state income taxes associated with Shipbuilding operations which were historically managed and recorded at the corporate office. The net pension and post-retirement benefits adjustment was $49 million, $88 million and $24 million for the years ended December 31, 2010, 2009 and 2008, respectively. The adjustment to assign non-recurring transaction costs to Shipbuilding was $28 million, $7 million and zero for the years ended December 31, 2010, 2009, and 2008, respectively. The elimination of intercompany cost of sales and service revenues adjustment was $7 million, $9 million and $8 million for the years ended December 31, 2010, 2009, and 2008, respectively. The cash and share-based incentive compensation adjustment was $3 million, $2 million and $3 million for the years ended December 31, 2010, 2009 and 2008, respectively. The deferred state income taxes adjustment was a credit of $7 million, $12 million and $4 million for the years ended December 31, 2010, 2009, and 2008, respectively.
 
     
In support of Shipbuilding’s contracts, Northrop Grumman and its subsidiaries provided products and services to Shipbuilding totaling $97 million, $100 million, and $73 million, for the years ended December 31 2010, 2009, and 2008, respectively. These products and services were recorded at cost without margin by Shipbuilding. Northrop Grumman’s profit margin rate for the type of work provided to Shipbuilding for the years ended December 31, 2010, 2009 and 2008, was approximately 13.4%, 12.6% and 13.4%, respectively. Now that the spin-off is complete, the company will begin negotiations with HII on the terms of future subcontract work to be performed by the company. Because the terms of such work have not been negotiated and the ultimate margin rates to be paid by HII are unknown, the company has not included any pro forma adjustments for incremental subcontract revenue.
 
  D.  
The adjustment reflects financing costs of $2 million incurred in redeeming Shipbuilding’s external debt in 2010, and the elimination of intercompany interest of $27 million in each of the years ended December 31, 2010, 2009 and 2008, both of which were historically recorded within the Shipbuilding segment results. The intercompany interest expense included in the Shipbuilding results was eliminated in consolidation and therefore not included in the Northrop Grumman Consolidated amounts.
 
  E.  
Federal income taxes have not been historically allocated to Shipbuilding as they were centrally managed and recorded at the corporate office. The pro forma adjustment reflects the effective tax rates of 40.1%, 30.4%, and 27.9% applied to the earnings (loss) before income taxes for Shipbuilding plus the Other Adjustments for the years ended December 31, 2010, 2009 and 2008, respectively. For 2008, the $2,490 million non-deductible non-cash goodwill impairment charge was excluded from Shipbuilding segment results in determining the effective tax rate.

 


 

  F.  
For 2008 when the company reported a loss, basic weighted average shares outstanding of 334.5 million shares were used because use of the diluted average shares outstanding of 341.6 million shares would have had an anti-dilutive effect.
Statement of Financial Position-Other Adjustments
  G.  
The adjustments reflect the allocation of amounts that were historically managed and recorded at the corporate office that pertain to Shipbuilding including: i) deferred income taxes consisting of a $301 million net current deferred tax asset, a $121 million net long-term deferred tax liability and $338 million included in accumulated other comprehensive loss related to unamortized retirement benefit plan costs (see Note B above) associated with the Shipbuilding tax provision; ii) employee benefit plan-related assets and liabilities consisting of other assets of $154 million, other current liabilities of $173 million, pension and post-retirement liabilities of $947 million, other long-term liabilities of $25 million and unamortized retirement benefit plan costs of $858 million included in accumulated other comprehensive loss associated with Shipbuilding employees; and, iii) certain other current liabilities consisting of group insurance liabilities of $48 million and litigation settlement reserves of $15 million.