UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

 

 

 

 

1840 Century Park East, Los Angeles, California 90067

www.northropgrumman.com

(Address of principal executive offices and internet site)

 

(310) 553-6262

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of April 25, 2011, 292,720,412 shares of common stock were outstanding.

 

 

NORTHROP GRUMMAN CORPORATION

 

TABLE OF CONTENTS

 

 

NORTHROP GRUMMAN CORPORATION

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

NORTHROP GRUMMAN CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

 

Principles of Consolidation  – The unaudited condensed consolidated financial statements include the accounts of Northrop Grumman Corporation and its subsidiaries (Northrop Grumman or the company). All material intercompany accounts, transactions, and profits are eliminated in consolidation.

 

The accompanying unaudited condensed consolidated financial statements of the company have been prepared by management in accordance with the rules of the Securities and Exchange Commission (SEC). These statements include all adjustments of normal recurring nature considered necessary by management for a fair presentation of the condensed consolidated financial position, results of operations, and cash flows. The results reported in these financial statements are not necessarily indicative of results that may be expected for the entire year. These financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto; contained in the company’s Annual Report on Form 10-K for the year ended December 31, 2010.

 

The quarterly information is labeled using a calendar convention; that is, first quarter is consistently labeled as ending on March 31, second quarter as ending on June 30, and third quarter as ending on September 30. It is management’s long-standing practice to establish actual interim closing dates using a “fiscal” calendar, which requires the businesses to close their books on a Friday near these quarter-end dates in order to normalize the potentially disruptive effects of quarterly closings on business processes. The effects of this practice only exist within a reporting year.

 

Spin-off of Shipbuilding Segment  – Effective as of March 31, 2011, the company completed the spin-off to its shareholders of Huntington Ingalls Industries, Inc. (HII), a wholly owned subsidiary. HII now operates the business that was previously the company’s Shipbuilding business (Shipbuilding). The spin-off was the culmination of the company’s strategic decision to explore strategic alternatives for Shipbuilding as it was determined to be in the best interests of shareholders, customers, and employees by allowing both the company and Shipbuilding to more effectively pursue their respective opportunities to maximize value. As a result of the spin-off, the assets, liabilities and results of operations for the Shipbuilding segment have been reclassified as discontinued operations for all periods presented. See Note 5 for further information.

 

Accounting Estimates  – The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). The preparation thereof requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared on the basis of the most current and best available information and actual results could differ materially from those estimates.

 

Accumulated Other Comprehensive Loss  – The components of accumulated other comprehensive loss are as follows:

 

 

The changes in the unamortized benefit plan costs, net of tax, were $21 million and $40 million for the three months ended March 31, 2011, and 2010, respectively, and are included in other comprehensive income in the

 

NORTHROP GRUMMAN CORPORATION

 

condensed consolidated statements of operations. As a result of the spin-off of Shipbuilding, the company reduced accumulated other comprehensive loss by $524 million as of March 31, 2011 for the after-tax actuarial loss amounts related to Shipbuilding pension and other post-retirement plan assets and liabilities. Unamortized benefit plan costs consist primarily of net after-tax actuarial loss amounts totaling $2,267 million and $2,771 million as of March 31, 2011, and December 31, 2010, respectively. Net actuarial gains or losses principally arise from gains or losses on plan assets due to variations in the fair market value of the underlying assets and changes in the benefit obligation due to changes in actuarial assumptions. Net actuarial gains or losses are amortized to expense when they exceed ten percent of the greater of the plan assets or projected benefit obligations by benefit plan. The excess of gains or losses over the ten percent threshold are subject to amortization over the average future service period of employees of approximately ten years.

 

 

Accounting Standards Updates Not Yet Effective

 

Accounting standards updates not effective until after March 31, 2011, are not expected to have a significant effect on the company’s consolidated financial position or results of operations.

 

 

Dividends on Common Stock  – In May 2010, the company’s board of directors approved an increase to the quarterly common stock dividend, from $0.43 per share to $0.47 per share, for shareholders of record as of June 1, 2010.

 

Subsequent Events – In April 2011, the company’s board of directors approved an increase to the quarterly common stock dividend, from $0.47 per share to $0.50 per share, for shareholders of record as of May 31, 2011. Also in April 2011, the board of directors authorized an increase in the authorization under the company’s share repurchase program that will raise the outstanding authorization to $4.0 billion.

 

 

Basic Earnings Per Share  – Basic earnings per share amounts from both continuing operations and discontinued operations are calculated by dividing the respective earnings by the weighted-average number of shares of common stock outstanding during each periods:

 

Diluted Earnings Per Share  – Diluted earnings per share include the dilutive effect of stock options and other stock awards granted to employees under stock-based compensation plans. The dilutive effect of these securities totaled 5.1 million shares and 3.6 million shares for the three months ended March 31, 2011, and 2010, respectively. The weighted-average diluted shares outstanding for the three months ended March 31, 2011, and 2010, exclude anti-dilutive stock options to purchase approximately 2.8 million and 2.7 million shares, respectively, because such options have exercise prices in excess of the average market price of the company’s common stock during the period.

 

Share Repurchases  – The table below summarizes the company’s share repurchases during the periods:

 

 

NORTHROP GRUMMAN CORPORATION

 

 

Share repurchases take place at management’s discretion or under pre-established non-discretionary programs from time to time, depending on market conditions, in the open market, and in privately negotiated transactions. The company retires its common stock upon repurchase and has not made any purchases of common stock other than in connection with these publicly announced repurchase programs.

 

 

Spin-off of Shipbuilding Business  – 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 prior to the spin-off. The company made a pro rata distribution to its shareholders of one share of HII common stock for every six shares of the company’s common stock held on the record date of March 30, 2011, or 48.8 million shares of HII common stock. There was no gain or loss recognized by the company as a result of the spin-off transaction. In connection with the spin-off, HII issued $1,200 million in senior notes and entered into a credit facility with third-party lenders that includes a $650 million revolver and a $575 million term loan. HII used a portion of the proceeds of the debt and credit facility to fund a $1,429 million cash contribution to the company.

 

Prior to the completion of the spin-off, the company and HII entered into a Separation and Distribution Agreement (SDA) dated March 29, 2011 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 also describe the company’s future commitments to provide HII with certain transition services for up to one year and the costs incurred for such services that will be reimbursed by HII.

 

In connection with the spin-off, the company incurred $23 million and $5 million of non-deductible transaction costs for the three months ended March 31, 2011 and 2010, respectively, which have been included in discontinued operations. The company has incurred total transaction costs to date in connection with the spin-off of approximately $55 million.

 

National Security Technologies Deconsolidation – Effective January 1, 2011, the company reduced its participation in the National Security Technologies joint venture (NSTec). As a result of the reduced participation in the joint venture, the company no longer consolidates NSTec’s results in the company’s financials. NSTec’s sales that were included in the company’s consolidated sales and service revenues for the three months ended March 31, 2010 were $136 million.

 

In December 2009, the company sold its Advisory Services Division (ASD) for $1.65 billion in cash to an investor group led by General Atlantic, LLC, and affiliates of Kohlberg Kravis Roberts & Co. L.P., and recognized a gain of $15 million, net of taxes. During the three months ended March 31, 2010, an additional $7 million gain, net of taxes, was recorded to reflect the purchase price adjustment called for under the sale agreement. ASD was a business unit comprised of the assets and liabilities of TASC, Inc., its wholly-owned subsidiary TASC Services Corporation, and certain contracts carved out from other Northrop Grumman businesses also in the Information Systems segment that provide systems engineering technical assistance and other analysis and advisory services.

 

 

The major classes of assets and liabilities included in discontinued operations for the Shipbuilding business are presented in the following table:

 

 

 

The company is aligned into four reportable segments: Aerospace Systems, Electronic Systems, Information Systems, and Technical Services.

 

 

The following table presents segment operating income reconciled to total operating income for the three months ended March 31, 2011, and 2010:

 

 

Unallocated Corporate Expenses  – Unallocated corporate expenses generally include the portion of corporate expenses not considered allowable or allocable under applicable United States (U.S.) Government Cost Accounting Standards (CAS) regulations and the Federal Acquisition Regulation, and therefore not allocated to the segments, for costs related to management and administration, legal, environmental, certain compensation costs and retiree benefits, and other expenses.

 

Net Pension Adjustment – The net pension adjustment reflects the difference between pension expense determined in accordance with GAAP and pension expense allocated to the operating segments determined in accordance with CAS.

 

Royalty Income Adjustment  – Royalty income is included in segment operating income and reclassified to other income for financial reporting purposes.

 

NORTHROP GRUMMAN CORPORATION

 

 

The company’s effective tax rates on income from continuing operations were 34.6 percent and 32.7 percent for the three months ended March 31, 2011, and 2010, respectively. For 2010, the company’s effective tax rates differ from the statutory federal rate primarily due to manufacturing deductions.

 

The company recognizes accrued interest and penalties related to uncertain tax positions in federal and foreign income tax expense. The company files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. The IRS is currently conducting an examination of the company’s tax returns for the years 2007 through 2009. Open tax years related to state and foreign jurisdictions remain subject to examination but are not considered material.

 

 

Accumulated goodwill impairment losses at March 31, 2011, and December 31, 2010, totaled $570 million at the Aerospace Systems segment.

 

 

The company’s purchased intangible assets are subject to amortization and have been amortized on a straight-line basis over an original aggregate weighted-average period of 18 years. Aggregate amortization expense for the three months ended March 31, 2011, and 2010, was $9 million and $18 million, respectively.

 

 

 

Investments in Marketable Securities  – The company holds a portfolio of marketable securities, primarily consisting of equity securities that are classified as either trading or available-for-sale and can be liquidated without restriction. These assets are recorded at fair value, substantially all of which are based upon quoted market prices for identical instruments in active markets (Level 1 inputs). As of March 31, 2011, and December 31, 2010, respectively, there were marketable equity securities of $72 million and $68 million included in prepaid expenses and other current assets and $244 million and $262 million of marketable equity securities included in miscellaneous other assets in the condensed consolidated statements of financial position.

 

Derivative Financial Instruments and Hedging Activities  – The company utilizes derivative financial instruments in order to manage exposure to interest rate risk and foreign currency exchange rate risk. The company does not use derivative financial instruments for trading or speculative purposes, nor does it use leveraged financial instruments. Foreign currency forward contracts are used to manage foreign currency exchange rate risk related to receipts from customers and payments to suppliers denominated in foreign currencies.

 

Derivative financial instruments are recognized as assets or liabilities in the financial statements and measured at fair value, substantially all of which are based on active or inactive markets for identical of similar instruments or model-derived valuations whose inputs are observable (Level 2 inputs). Where model-derived valuations are appropriate, the company utilizes the income approach to determine fair value and uses the applicable London Interbank Offered Rate (LIBOR) swap rate as the discount rate. Changes in the fair value of derivative financial instruments that qualify and are designated as fair value hedges are recorded in earnings from continuing operations, while the effective portion of the changes in the fair value of derivative financial instruments that qualify and are designated as cash flow hedges are recorded in other comprehensive income. Credit risk related to derivative financial instruments is considered minimal and is managed by requiring high credit standards for counterparties and through periodic settlements of positions.

 

For derivative financial instruments not designated as hedging instruments as well as the ineffective portion of cash flow hedges, gains or losses resulting from changes in the fair value are reported in Other, net in the condensed consolidated statements of operations. Unrealized gains or losses on cash flow hedges are reclassified from other comprehensive income to earnings from continuing operations upon the recognition of the underlying transactions.

 

As of March 31, 2011, there were no outstanding interest rate swaps. Foreign currency purchase and sale forward contract agreements with notional values of $49 million and $133 million, respectively, were designated for hedge accounting. The remaining notional values outstanding at March 31, 2011, under foreign currency purchase and sale forward contracts of $8 million and $76 million, respectively, were not designated for hedge accounting.

 

As of December 31, 2010, an interest rate swap with a notional value of $200 million, and foreign currency purchase and sale forward contract agreements with notional values of $52 million and $86 million, respectively,

 

NORTHROP GRUMMAN CORPORATION

 

were designated for hedge accounting. The remaining notional values outstanding at December 31, 2010, under foreign currency purchase and sale forward contracts of $12 million and $75 million, respectively, were not designated for hedge accounting.

 

The derivative fair values and related unrealized gains and losses at March 31, 2011, and December 31, 2010, were not material.

 

There were no material transfers of financial instruments between the three levels of fair value hierarchy during the three months ended March 31, 2011.

 

Cash Surrender Value of Life Insurance Policies – The company maintains whole life insurance policies on a group of executives which are recorded at their cash surrender value as determined by the insurance carrier. Additionally, the company has split-dollar life insurance policies on former officers and executives from acquired businesses which are recorded at the lesser of their cash surrender value or premiums paid. The policies are utilized as a partial funding source for deferred compensation and other non-qualified employee retirement plans. As of March 31, 2011, and December 31, 2010, respectively, the carrying values associated with these policies of $263 million and $257 million were recorded in miscellaneous other assets.

 

Long-Term Debt  – As of March 31, 2011, and December 31, 2010, the carrying values of long-term debt were $4.0 billion and $4.7 billion, respectively, and the related estimated fair values were $4.3 billion and $5.1 billion, respectively. The fair value of long-term debt is calculated based on interest rates available for debt with terms and maturities similar to the company’s existing debt arrangements. In February 2011, the company repaid notes with a face value of $750 million and an interest rate of 7.125% upon their maturity.

 

The carrying amounts of all other financial instruments not discussed above approximate fair value due to their short-term nature.

 

 

Spin-off of Shipbuilding Business  – Under the previously disclosed SDA with HII in Note 5, from and after the spin-off transaction, HII assumed responsibility for certain investigations, claims and litigation matters related to the Shipbuilding business. The company has therefore excluded from this report previously disclosed Shipbuilding-related investigations, claims and litigation matters now assumed by HII. As a result, the company does not believe these matters are likely to have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

 

U.S. Government Investigations and Claims  – Departments and agencies of the U.S. Government have the authority to investigate various transactions and operations of the company, and the results of such investigations may lead to administrative, civil or criminal proceedings, the ultimate outcome of which could be fines, penalties, repayments, compensatory or treble damages or non-monetary relief. U.S. Government regulations provide that certain findings against a contractor may lead to suspension or debarment from future U.S. Government contracts or the loss of export privileges for a company or a division or subdivision. Suspension or debarment could have a material adverse effect on the company because of its reliance on government contracts and authorizations.

 

In August 2008, the company disclosed to the Antitrust Division of the Department of Justice possible violations of federal antitrust laws in connection with the bidding process for certain maintenance contracts at a military installation in California. In February 2009, the company and the Department of Justice signed an agreement admitting the company into the Corporate Leniency Program. As a result of the company’s acceptance into the Program, the company will be exempt from federal criminal prosecution and criminal fines relating to the matters the company reported to the Department of Justice if the company complies with certain conditions, including its continued cooperation with the government’s investigation and its agreement to make restitution if the government was harmed by the violations.

 

NORTHROP GRUMMAN CORPORATION

 

Based upon the available information regarding the foregoing matter that is subject to a U.S. Government investigation, the company does not believe that the outcome of such matter is likely to have a material adverse effect on its consolidated financial position, results of operations or cash flows.

 

Litigation  – Various claims and legal proceedings arise in the ordinary course of business and are pending against the company and its properties. Among them:

 

The company is one of several defendants in litigation brought by the Orange County Water District in Orange County Superior Court in California on December 17, 2004, for alleged contribution to volatile organic chemical contamination of the County’s shallow groundwater. The lawsuit includes counts against the defendants for violation of the Orange County Water District Act, the California Super Fund Act, negligence, nuisance, trespass and declaratory relief. Among other things, the lawsuit seeks unspecified damages for the cost of remediation, payment of attorney fees and costs, and punitive damages. The defendants’ motion for summary judgment on the tort claims is scheduled to be heard on May 10, 2011.

 

On March 27, 2007, the U.S. District Court for the Central District of California consolidated two Employee Retirement Income Security Act (ERISA) lawsuits that had been separately filed on September 28, 2006, and January 3, 2007, into In Re Northrop Grumman Corporation ERISA Litigation. The plaintiffs filed a consolidated Amended Complaint on September 15, 2010, alleging breaches of fiduciary duties by the Administrative Committees and the Investment Committees (as well as certain individuals who served on or supported those Committees) for two 401(k) Plans sponsored by Northrop Grumman Corporation. The company is not a defendant in the lawsuit. The plaintiffs claim that these alleged breaches of fiduciary duties caused the Plans to incur excessive administrative and investment fees and expenses to the detriment of the Plans’ participants. On August 6, 2007, the District Court denied plaintiffs’ motion for class certification, and the plaintiffs appealed the District Court’s decision on class certification to the U.S. Court of Appeals for the Ninth Circuit. On September 8, 2009, the Ninth Circuit vacated the Order denying class certification and remanded the issue to the District Court for further consideration. As required by the Ninth Circuit’s Order, the case was also reassigned to a different judge. The plaintiffs’ renewed motion for class certification was rejected on a procedural basis, and they re-filed on January 14, 2011. The District Court postponed the trial date of April 12, 2011 to an as yet undetermined date after resolution of the then pending class certification motion and summary judgment motions. By order dated March 29, 2011, the District Court granted the plaintiffs’ motion for class certification. All briefing on the summary judgment motions is to be completed by May 2, 2011, with the hearing scheduled for May 16, 2011.

 

On June 22, 2007, a putative class action was filed against the Northrop Grumman Pension Plan and the Northrop Grumman Retirement Plan B and their corresponding administrative committees, styled as Skinner et al. v. Northrop Grumman Pension Plan, etc., et al., in the U.S. District Court for the Central District of California. The putative class representatives alleged violations of ERISA and breaches of fiduciary duty concerning a 2003 modification to the Northrop Grumman Retirement Plan B. The modification relates to the employer funded portion of the pension benefit available during a five-year transition period that ended on June 30, 2008. The plaintiffs dismissed the Northrop Grumman Pension Plan, and in 2008 the District Court granted summary judgment in favor of all remaining defendants on all claims. The plaintiffs appealed, and in May 2009, the U.S. Court of Appeals for the Ninth Circuit reversed the decision of the District Court and remanded the matter back to the District Court for further proceedings, finding that there was ambiguity in a 1998 summary plan description related to the employer-funded component of the pension benefit. After the remand, the plaintiffs filed a motion to certify a class. The parties also filed cross-motions for summary judgment. On January 26, 2010, the District Court granted summary judgment in favor of the Plan and denied plaintiffs’ motion for summary judgment. The District Court also denied plaintiffs’ motion for class certification and struck the trial date of March 23, 2010 as unnecessary given the District Court’s grant of summary judgment for the Plan. Plaintiffs appealed the District Court’s order to the Ninth Circuit.

 

NORTHROP GRUMMAN CORPORATION

 

Based upon the information available, the company does not believe that the resolution of any of these specific claims and legal proceedings listed above is likely to have a material adverse effect on its consolidated financial position, results of operations or cash flows.

 

 

Contract Performance Contingencies  – Contract profit margins may include estimates of revenues not contractually agreed to between the customer and the company for matters such as settlements in the process of negotiation, contract changes, claims and requests for equitable adjustment for previously unanticipated contract costs. These estimates are based upon management’s best assessment of the underlying causal events and circumstances, and are included in determining contract profit margins to the extent of expected recovery based on contractual entitlements and the probability of successful negotiation with the customer. As of March 31, 2011, the recognized amounts related to claims and requests for equitable adjustment are not material individually or in the aggregate.

 

Guarantees of Subsidiary Performance Obligations  – From time to time in the ordinary course of business, the company guarantees performance obligations of its subsidiaries under certain contracts. In addition, the company’s subsidiaries may enter into joint ventures, teaming and other business arrangements (collectively, Business Arrangements) to support the company’s products and services in domestic and international markets. The company generally strives to limit its exposure under these arrangements to its subsidiary’s investment in the Business Arrangements, or to the extent of such subsidiary’s obligations under the applicable contract. In some cases, however, the company may be required to guarantee performance by the Business Arrangements and, in such cases, the company generally obtains cross-indemnification from the other members of the Business Arrangements. At March 31, 2011, the company is not aware of any existing event of default that would require it to satisfy any of these guarantees.

 

Environmental Matters  – The estimated cost to complete remediation has been accrued where it is probable that the company will incur such costs in the future to address environmental impacts at currently or formerly owned or leased operating facilities, or at sites where it has been named a Potentially Responsible Party (PRP) by the Environmental Protection Agency, or similarly designated by other environmental agencies. These accruals do not include any litigation costs related to environmental matters, nor do they include amounts recorded as asset retirement obligations. To assess the potential impact on the company’s consolidated financial statements, management estimates the range of reasonably possible remediation costs that could be incurred by the company, taking into account currently available facts on each site as well as the current state of technology and prior experience in remediating contaminated sites. These estimates are reviewed periodically and adjusted to reflect changes in facts and technical and legal circumstances. Management estimates that as of March 31, 2011, the range of reasonably possible future costs for environmental remediation sites is $286 million to $703 million, of which $106 million is accrued in other current liabilities and $210 million is accrued in other long-term liabilities. A portion of the environmental remediation costs is expected to be recoverable through overhead charges on government contracts and, accordingly, such amounts are deferred in inventoried costs (current portion) and miscellaneous other assets (non-current portion). Factors that could result in changes to the company’s estimates include: modification of planned remedial actions, increases or decreases in the estimated time required to remediate, changes to the determination of legally responsible parties, discovery of more extensive contamination than anticipated, changes in laws and regulations affecting remediation requirements, and improvements in remediation technology. Should other PRPs not pay their allocable share of remediation costs, the company may have to incur costs in addition to those already estimated and accrued. In addition, there are some potential remediation sites where the costs of remediation cannot be reasonably estimated. Although management cannot predict whether new information gained as projects progress will materially affect the estimated liability accrued, management does not anticipate that future remediation expenditures will have a material adverse effect on the company’s consolidated financial position, results of operations or cash flows.

 

NORTHROP GRUMMAN CORPORATION

 

Financial Arrangements  – In the ordinary course of business, the company uses standby letters of credit and guarantees issued by commercial banks and surety bonds issued principally by insurance companies to guarantee the performance on certain contracts and to support the company’s self-insured workers’ compensation plans. At March 31, 2011, there were $269 million of stand-by letters of credit, $198 million of bank guarantees, and $151 million of surety bonds outstanding.

 

A subsidiary of the company has guaranteed HII’s outstanding $84 million Economic Development Revenue Bonds (Ingalls Shipbuilding, Inc. Project), Taxable Series 1999A. In conjunction with the spinoff of HII, the fair value of this guarantee was recorded in other long-term liabilities and is not a material amount at March 31, 2011. In addition, HII and the company entered into an agreement by which HII assumed the responsibility for the payment and performance of all outstanding indebtedness, obligations and liabilities of the company under this guarantee, and has agreed to indemnify the company against all liabilities that may be incurred in connection with this guarantee.

 

Indemnifications  – The company has retained certain warranty, environmental, income tax, and other potential liabilities in connection with certain of its divestitures. The settlement of these liabilities is not expected to have a material adverse effect on the company’s consolidated financial position, results of operations or cash flows.

 

U.S. Government Cost Claims  – From time to time, the company is advised of claims and penalties concerning certain potential disallowed costs. When such findings are presented, the company and the U.S. Government representatives engage in discussions to enable the company to evaluate the merits of these claims as well as to assess the amounts being claimed. Where appropriate, provisions are made to reflect the company’s expected exposure to the matters raised by the U.S. Government representatives and such provisions are reviewed on a quarterly basis for sufficiency based on the most recent information available. The company believes that the outcome of any such matters would not have a material adverse effect on its consolidated financial position, results of operations or cash flows.

 

Operating Leases  – Rental expense for operating leases, excluding discontinued operations, was $105 million and $118 million for the three months ended March 31, 2011, and 2010, respectively. These amounts are net of immaterial amounts of sublease rental income.

 

Related Party Transactions  – For all periods presented, the company had no material related party transactions.

 

Spin-off of Shipbuilding Business  – Under the previously mentioned SDA with HII in Note 5, from and after the spin-off transaction, HII assumed responsibility for certain commitments and contingencies related to the Shipbuilding business and agreed to indemnify the company for loss related to these commitments and contingencies. The company has therefore excluded from this report previously disclosed Shipbuilding-related commitments and contingencies now assumed by HII.

 

 

Employer Contributions  – The company’s required minimum funding in 2011 for its pension plans and its medical and life benefit plans are approximately $59 million and $123 million, respectively. For the three months ended March 31, 2011, contributions of $34 million and $11 million have been made to the company’s pension plans and its medical and life benefit plans, respectively.

 

Defined Contribution Plans  – The company also sponsors 401(k) defined contribution plans in which most employees are eligible to participate, including certain bargaining unit employees. Company contributions for most plans are based on a cash-matching of employee contributions up to 4 percent of compensation. In addition to the 401(k) defined contribution benefit plan, non- represented employees hired after June 30, 2008, are eligible to participate in a defined contribution program in lieu of a defined benefit pension plan.

 

Spin-off of Shipbuilding Business  – As a result of the previously mentioned spin-off of HII, the company transferred certain pension and other post-retirement benefit plans related exclusively to Shipbuilding employees and the Shipbuilding portion of Northrop Grumman pension and other post-retirement benefit plans that included Shipbuilding employees. A re-measurement of plan assets and liabilities was performed for those plans that included both Shipbuilding and Northrop Grumman employees as of March 31, 2011. The effect of this re-measurement on the company’s consolidated financial position, results of operations and cash flows was not material.

 

 

At March 31, 2011, Northrop Grumman had stock-based compensation awards outstanding under the following plans: the 2001 Long-Term Incentive Stock Plan, which is applicable to employees, and the 1993 Stock Plan for Non-Employee Directors and 1995 Stock Plan for Non-Employee Directors, as amended. All of these plans were approved by the company’s shareholders. Share-based awards under the employee plans consist of stock option awards and restricted stock awards.

 

As a result of the spin-off of Shipbuilding, the share amounts for outstanding stock-based compensation awards and the strike price for option awards were adjusted to maintain the aggregate intrinsic value of the grants at the date of the spin-off pursuant to the terms of the company’s applicable stock-based compensation plans, and taking into account the change in the value of the company’s common stock as a result of the distribution of the HII shares to the company’s shareholders. The share amounts and the option strike price for outstanding stock-based compensation awards have been restated for all periods presented to reflect the results of this adjustment.

 

NORTHROP GRUMMAN CORPORATION

 

Compensation Expense

Total pre-tax stock-based compensation expense for the three months ended March 31, 2011, and 2010, was $28 million and $34 million, respectively, of which $4 million and $8 million related to stock options and $24 million and $26 million related to stock awards, respectively. Tax benefits recognized in the condensed consolidated statements of operations for stock-based compensation during the three months ended March 31, 2011, and 2010, were $11 million and $14 million, respectively. In addition, the company realized tax benefits of $6 million and $6 million from the exercise of stock options and $32 million and $29 million from the issuance of stock awards in the three months ended March 31, 2011, and 2010, respectively.

 

At March 31, 2011, there was $265 million of unrecognized compensation expense related to unvested awards granted under the company’s stock-based compensation plans, of which $23 million relates to stock options and $242 million relates to stock awards. These amounts are expected to be charged to expense over a weighted-average period of 1.6 years.

 

Stock Options

The fair value of each of the company’s stock option awards is estimated on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. The fair value of the company’s stock option awards is expensed on a straight-line basis over the vesting period of the options, which is generally three to four years. Expected volatility is based on an average of (1) historical volatility of the company’s stock and (2) implied volatility from traded options on the company’s stock. The risk-free rate for periods within the contractual life of the stock option award is based on the yield curve of a zero-coupon U.S. Treasury bond on the date the award is granted with a maturity equal to the expected term of the award. The company uses historical data to estimate future forfeitures. The expected term of awards granted is derived from historical experience under the company’s stock-based compensation plans and represents the period of time that awards granted are expected to be outstanding.

 

The significant weighted-average assumptions relating to the valuation of the company’s stock options granted during the three months ended March 31, 2011, and 2010, were as follows:

 

 

The company grants stock options primarily to executives, and the expected term of six years is based on these employees’ exercise behavior. In 2009, the company granted stock options to non-executives and assigned an expected term of five years for valuing these stock options. The company believes that this stratification of expected terms best represents future expected exercise behavior between the two employee groups. The shorter expected life of employee stock options had an insignificant effect on the weighted average expected option life for the three months ended March 31, 2011, and 2010.

 

The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2011, and 2010, was $14 and $11 per share, respectively.

 

 

The total intrinsic value of stock options exercised during the three months ended March 31, 2011, and 2010, was $14 million and $15 million, respectively. Intrinsic value is measured as the excess of the fair market value at the date of exercise (for stock options exercised) or at March 31, 2011 (for outstanding options), over the applicable exercise price.

 

Stock Awards

Compensation expense for stock awards is measured at the grant date based on fair value and recognized over the vesting period, generally three years. The fair value of performance-based stock awards is determined based on the closing market price of the company’s common stock on the grant date. The fair value of market-based stock awards is determined at the grant date using a Monte Carlo simulation model. For purposes of measuring compensation expense, the amount of shares ultimately expected to vest is estimated at each reporting date based on management’s expectations regarding the relevant performance criteria.

 

Stock award activity for the three months ended March 31, 2011, is presented in the tables below. Vested awards include stock awards fully vested during the year and net adjustments to reflect the final performance measure for issued shares.

 

 

There were 2.4 million stock awards granted in the three months ended March 31, 2010, with a weighted-average grant date fair value of $54 per share. The company issued 1.2 million and 1.2 million shares to employees in settlement of prior year stock awards that were fully vested, which had total fair values at issuance of $77 million and $67 million and grant date fair values of $89 million and $82 million during the three months ended March 31, 2011, and 2010, respectively. The differences between the fair values at issuance and the grant date fair values reflect the effects of performance adjustments (described above) and changes in the fair market value of the company’s common stock.

NORTHROP GRUMMAN CORPORATION

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of

Northrop Grumman Corporation

Los Angeles, California

 

We have reviewed the accompanying condensed consolidated statement of financial position of Northrop Grumman Corporation and subsidiaries as of March, 31, 2011, and the related condensed consolidated statements of operations, cash flows and changes in shareholders’ equity for the three-month periods ended March 31, 2011 and 2010. These interim financial statements are the responsibility of the Corporation’s management.

 

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position of Northrop Grumman Corporation and subsidiaries as of December 31, 2010, and the related consolidated statements of operations, cash flows and changes in shareholders’ equity for the year then ended prior to reclassification for the discontinued operations described in Note 5 to the accompanying condensed consolidated interim financial statements (not presented herein); and in our report dated February 8, 2011, we expressed an unqualified opinion on those consolidated financial statements. We also audited the adjustments described in Note 5 that were applied to reclassify the December 31, 2010 consolidated statement of financial position of Northrop Grumman Corporation and subsidiaries for discontinued operations. In our opinion, such adjustments are appropriate and have been properly applied to the previously issued consolidated statement of financial position as of December 31, 2010.

 

/s/ Deloitte & Touche LLP

Los Angeles, California

April 26, 2011

NORTHROP GRUMMAN CORPORATION

 

 

NORTHROP GRUMMAN CORPORATION

 

over 12 years. At the date of this report, it is not clear whether the President intends for these cuts to come from the DoD budget or from broader national security spending that includes activities from the Departments of State, Energy and Homeland Security. In addition, it is unclear what benchmark the Administration is using to calculate savings.

 

However, the President’s proposal is not the last word on future spending and we anticipate continued spirited debate over defense spending in 2011 as part of a larger dialog around the federal deficit and potential cuts in government spending. Budget decisions made in this environment could have long-term consequences for our company and the entire defense industry.

 

Although reductions to certain programs in which we participate or for which we expect to compete are always possible, we believe that spending on recapitalization, modernization and maintenance of defense and homeland security assets will continue to be a national priority. Future defense spending is expected to include the development and procurement of new manned and unmanned military platforms and systems along with advanced electronics and software to enhance the capabilities of individual systems and provide for the real-time integration of individual surveillance, information management, strike, and battle management platforms. Given the current era of irregular warfare, we expect an increase in investment in persistent awareness with intelligence, surveillance and reconnaissance (ISR) systems, cyber warfare, and expansion of information available for the war fighter to make timely decisions. Other significant new competitive opportunities are expected to include long range strike, directed energy applications, missile defense, satellite communications systems, restricted programs, cybersecurity, technical services and information technology contracts, as well as international and homeland security programs.

 

Green Initiatives – We could be affected by future laws or regulations related to climate change concerns and other actions known as “green initiatives.” We recently established a goal of reducing our greenhouse gas emissions over a five-year period through December 31, 2014. To comply with existing green initiatives and our greenhouse gas emissions goal, we expect to incur capital and operating costs, but at this time, we do not expect that such costs will have a material adverse effect upon our financial position, results of operations or cash flows.

 

Recent Developments in U.S. Government Cost Accounting Standards (CAS) Pension Recovery Rules  – On May 10, 2010, the CAS Board published a Notice of Proposed Rulemaking (NPRM) that if adopted would provide a framework to partially harmonize the CAS rules with the Pension Protection Act of 2006 (PPA) funding requirements. The NPRM would “harmonize” by mitigating the mismatch between CAS costs and PPA-amended Employee Retirement Income Security Act (ERISA) minimum funding requirements. Until the final rule is published, and to the extent that the final rule does not completely eliminate mismatches between ERISA funding requirements and CAS pension costs, government contractors maintaining defined benefit pension plans will continue to experience a timing mismatch between required contributions and pension expenses recoverable under CAS. The final rule is expected to be issued in 2011 and to apply to contracts starting the year following the award of the first CAS covered contract after the effective date of the new rule. This would mean the rule would apply to our contracts in 2012. We anticipate that contractors will be entitled to an equitable adjustment for any additional CAS contract costs resulting from the final rule.

 

Notable Events  – Notable events or activities during the three months ended March 31, 2011, included the following:

 

 

NORTHROP GRUMMAN CORPORATION

 

 

There have been no material changes to our critical accounting policies, estimates, or judgments from those discussed in our 2010 Form 10-K.

CONSOLIDATED OPERATING RESULTS

 

Selected financial highlights are presented in the table below:

 

 

Operating Performance Assessment and Reporting

We manage and assess the performance of our businesses based on our performance on individual contracts and programs obtained generally from government organizations using the financial measures referred to below, with consideration given to the Critical Accounting Policies, Estimates, and Judgments described in our 2010 Form 10-K. Our portfolio of long-term contracts is largely flexibly-priced, which means that sales tend to fluctuate in concert with costs across our large portfolio of active contracts, with operating income being a critical measure of operational performance. Due to the Federal Acquisition Regulation (FAR) rules that govern our business, most types of costs are allowable, and we do not focus on individual cost groupings (such as cost of sales or general and administrative costs) as much as we do on total contract costs, which are a key factor in determining contract operating income. As a result, in evaluating our operating performance, we look primarily at changes in sales and service revenues, and operating income, including the effects of significant changes in operating income as a result of changes in contract estimates and the use of the cumulative catch-up method of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). Unusual fluctuations in operating performance driven by changes in a specific cost element across multiple contracts, however, are described in our analysis. Based on this approach and the nature of our operations, the discussion of results of operations generally focuses around our four segments versus distinguishing between products and services. Our Aerospace Systems and Electronic Systems segments generate predominantly product sales, while the Information Systems and Technical Services segments generate predominantly service revenues.

 

 

Sales and service revenues for the three months ended March 31, 2011, decreased $180 million, as compared with the same period in 2010, reflecting lower sales in the Technical Services, Electronic Systems, and Information Systems segments. See “Segment Operating Results” below for further information.

 

Cost of Sales and Service Revenues and General and Administrative Expenses

Cost of sales and service revenues and general and administrative expenses are comprised of the following:

 

 

Cost of Product Sales and Service Revenues  – The decrease in cost of product sales as a percentage of product sales for the three months ended March 31, 2011, as compared with the same period in 2010, is primarily due to performance improvements in Electronic Systems.

 

The decrease in cost of service revenues as a percentage of service revenues for the three months ended March 31, 2011, as compared with the same period in 2010, is primarily due to performance improvements in Technical Services and Information Systems.

 

General and Administrative Expenses  – In accordance with industry practice and the regulations that govern the cost accounting requirements for government contracts, most general corporate expenses incurred at both the segment and corporate locations are considered allowable and allocable costs on government contracts. For most components of the company, these costs are allocated to contracts in progress on a systematic basis and contract performance factors include this cost component as an element of cost. General and administrative expenses as a percentage of total sales and service revenues decreased to 8.4 percent for the three months ended March 31, 2011, from 9.0 percent for the comparable period in 2010, primarily due to lower independent research and development, and bid and proposal costs.

 

NORTHROP GRUMMAN CORPORATION

 

Operating Income

We consider operating income to be an important measure for evaluating our operating performance and, as is typical in the industry, we define operating income as revenues less the related cost of producing the revenues and general and administrative expenses. We also further evaluate operating income for each of the business segments in which we operate.

 

We internally manage our operations by reference to “segment operating income.” Segment operating income is defined as operating income before unallocated corporate expenses and net pension adjustment, neither of which affect the operating results of segments, and the reversal of royalty income, which is classified as “other, net” for financial reporting purposes. Segment operating income is one of the key metrics we use to evaluate operating performance. Segment operating income is not, however, a measure of financial performance under GAAP, and may not be defined and calculated by other companies in the same manner.

 

The table below reconciles segment operating income to total operating income:

 

 

Segment Operating Income – Segment operating income for the three months ended March 31, 2011, increased $15 million, or 2 percent, as compared with the same period in 2010. Segment operating income was 10.7 percent and 10.2 percent of sales and service revenues for the three months ended March 31, 2011, and 2010, respectively. The increase in segment operating income is primarily due to improved performance in the Electronic Systems, Information Systems, and Technical Services segments. See “Segment Operating Results” below for further information.

 

Unallocated Corporate Expenses – Unallocated corporate expenses generally include the portion of corporate expenses not considered allowable or allocable under applicable CAS and FAR rules, and therefore not allocated to the segments, such as management and administration, legal, environmental, certain compensation and retiree benefits, and other expenses. Unallocated corporate expenses for the three months ended March 31, 2011, decreased by $15 million as compared to the same period in 2010, primarily due to changes in our estimated recoveries of prior year overhead expenses.

 

Net Pension Adjustment  – Net pension adjustment reflects the difference between pension expense determined in accordance with GAAP and pension expense allocated to the operating segments determined in accordance with CAS. For the three months ended March 31, 2011, and 2010, the net pension adjustment was income of $103 million and $2 million, respectively. The increase in net pension adjustment for 2011 is primarily due to improved return on plan assets in 2010.

 

Royalty Income Adjustment  – Royalty income is included in segment operating income and reclassified to other income for financial reporting purposes.

 

Interest Expense

Interest expense for the three months ended March 31, 2011, decreased $19 million, as compared with the same period in 2010, primarily due to a lower weighted average interest rate resulting from our debt refinancing in November 2010.

 

NORTHROP GRUMMAN CORPORATION

 

Federal and Foreign Income Tax Expense

Our effective tax rate on earnings from continuing operations for the three months ended March 31, 2011, was 34.6 percent compared with 32.7 percent for the same period in 2010. For 2010, our effective tax rates differ from the statutory federal rate primarily due to manufacturing deductions.

 

Discontinued Operations

Earnings from discontinued operations for the three months ended March 31, 2011, and 2010 were primarily attributable to the Shipbuilding business, which was spun off to our shareholders in March 2011. Earnings from discontinued operations decreased $25 million as compared with the same period in 2010, primarily due to non tax-deductible transaction costs associated with the spin-off of Shipbuilding in 2011.

 

Earnings from discontinued operations for the three months ended March 31, 2010, also include an adjustment to the gain on the December 2009 sale of our Advisory Services Division to reflect purchase price adjustments and the utilization of additional capital loss carry-forwards.

 

Diluted Earnings Per Share From Continuing Operations

Diluted earnings per share from continuing operations for the three months ended March 31, 2011, were $1.67 per share, as compared with $1.34 per share for the same period in 2010. Earnings per share are based on weighted average diluted shares outstanding of 296.9 million for the three months ended March 31, 2011, and 306.1 million for the same period in 2010. See Note 4 to the condensed consolidated financial statements in Part I, Item 1.

 

Net Cash Provided By (Used in) Continuing Operations

For the three months ended March 31, 2011, net cash provided by continuing operations was $112 million as compared with cash used of $452 million for the same period in 2010. The increase of $564 million reflects lower working capital requirements.

 

 

Sales and Service Revenues  – Period-to-period sales reflect performance under new and ongoing contracts. Changes in sales and service revenues are typically expressed in terms of volume. Unless otherwise described, volume generally refers to increases (or decreases) in reported revenues incurred due to varying production activity levels, delivery rates, or service levels on individual contracts. Volume changes will typically carry a corresponding operating income change based on the margin rate for a particular contract.

 

Segment Operating Income  – Segment operating income reflects the aggregate performance results of contracts within a business area or segment. Excluded from this measure are certain costs not directly associated with contract performance, including the portion of corporate expenses such as management and administration, legal, environmental, certain compensation costs and other retiree benefits, and other expenses not considered allowable or allocable under applicable CAS regulations and the FAR, and therefore not allocated to the segments. Changes in segment operating income are typically expressed in terms of volume, as discussed above, or performance. Performance refers to changes in contract margin rates for the period. These changes typically relate to profit recognition associated with revisions to total estimated costs at completion of the contract (EAC) that reflect improved (or deteriorated) operating performance on a particular contract. Operating income changes are accounted for on a cumulative to date basis at the time an EAC change is recorded.

 

NORTHROP GRUMMAN CORPORATION

 

Operating income may also be affected by, among other things, the effects of workforce stoppages, natural disasters (such as hurricanes and earthquakes), resolution of disputed items with the customer, recovery of insurance proceeds, and other discrete events. At the completion of a long-term contract, any originally estimated costs not incurred or reserves not fully utilized (such as warranty reserves) could also impact contract earnings. Where such items have occurred, and the effects are material, a separate description is provided.

 

Contract Descriptions

For convenience, a brief description of certain programs discussed in this Form 10-Q is included in the “Glossary of Programs” beginning on page 34.

 

AEROSPACE SYSTEMS

 

Business Description

Aerospace Systems is a premier developer, integrator, producer and supporter of manned and unmanned aircraft, spacecraft, high- energy laser systems, microelectronics and other systems and subsystems critical to maintaining the nation’s security and leadership in technology. Aerospace Systems’ customers, which are primarily government agencies, use these systems in many different mission areas including intelligence, surveillance and reconnaissance; communications; battle management; strike operations; electronic warfare; missile defense; earth observation; space science; and space exploration. The segment consists of four business areas: Strike & Surveillance Systems (S&SS); Space Systems (SS); Battle Management & Engagement Systems (BM&ES); and Advanced Programs & Technology (AP&T).