Attached files
file | filename |
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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
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 companys 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 companys 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 partys contracts
at arms-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 companys 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 companys 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 companys 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 companys equity in HII; | ||
| The transfer to the company by HII of $1,429 million of cash; | ||
| The pro rata distribution to Northrop Grummans 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)
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)
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)
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
companys 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 HIIs 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 Shipbuildings 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
Grummans 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
Shipbuildings 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. |