ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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80-0640649
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Yes
x
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No
¨
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Yes
x
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No
¨
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Yes
¨
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No
x
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Three Months Ended
March 31 |
||||||
$ in millions, except per share amounts
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2012
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2011
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Sales
|
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Product
|
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$3,341
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$3,863
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Service
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2,857
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2,871
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Total sales
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6,198
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6,734
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Operating costs and expenses
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Product
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2,527
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3,003
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Service
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2,314
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2,352
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General and administrative expenses
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561
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568
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Operating income
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796
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811
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Other (expense) income
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|
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Interest expense
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(53
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)
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(58
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)
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Other, net
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13
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5
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Earnings from continuing operations before income taxes
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756
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758
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Federal and foreign income tax expense
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250
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262
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Earnings from continuing operations
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506
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496
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Earnings from discontinued operations, net of tax
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—
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|
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34
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Net earnings
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$ 506
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$ 530
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Basic earnings per share
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Continuing operations
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$ 2.00
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$ 1.70
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Discontinued operations
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—
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0.12
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Basic earnings per share
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$ 2.00
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$ 1.82
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Weighted-average common shares outstanding, in millions
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253.1
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291.8
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Diluted earnings per share
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Continuing operations
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$ 1.96
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$ 1.67
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Discontinued operations
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—
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0.12
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Diluted earnings per share
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$ 1.96
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$ 1.79
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Weighted-average diluted shares outstanding, in millions
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258.0
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296.9
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Net earnings (from above)
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$ 506
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$ 530
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Other comprehensive income
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|
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Change in cumulative translation adjustment
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6
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27
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Change in unrealized gain on marketable securities and cash flow hedges, net of tax
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—
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(2
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)
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Change in unamortized benefit plan costs, net of tax
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50
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21
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Other comprehensive income, net of tax
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56
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46
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Comprehensive income
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$ 562
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$ 576
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March 31,
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December 31,
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$ in millions
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2012
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2011
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||||
Assets
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Cash and cash equivalents
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$ 2,682
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$ 3,002
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Accounts receivable, net of progress payments
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3,231
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2,964
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Inventoried costs, net of progress payments
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804
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873
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Deferred tax assets
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466
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496
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Prepaid expenses and other current assets
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177
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411
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Total current assets
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7,360
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7,746
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Property, plant, and equipment, net of accumulated depreciation of $4,018 in 2012 and $3,933 in 2011
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2,993
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3,047
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Goodwill
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12,374
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12,374
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Non-current deferred tax assets
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895
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900
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Other non-current assets
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1,431
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1,344
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Total assets
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$25,053
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$25,411
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Liabilities
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Trade accounts payable
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$ 1,226
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$ 1,481
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Accrued employees compensation
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935
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1,196
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Advance payments and billings in excess of costs incurred
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1,756
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1,777
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Other current liabilities
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1,677
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1,681
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Total current liabilities
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5,594
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6,135
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Long-term debt, net of current portion
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3,933
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3,935
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Pension and post-retirement plan liabilities
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4,080
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4,079
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Other non-current liabilities
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905
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926
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Total liabilities
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14,512
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15,075
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Commitments and contingencies (Note 8)
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Shareholders’ equity
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Preferred stock, $1 par value; 10,000,000 shares authorized; no shares issued and outstanding
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—
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—
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Common stock, $1 par value; 800,000,000 shares authorized; issued and outstanding: 2012—252,211,220; 2011—253,889,622
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252
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254
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Paid-in capital
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3,646
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3,873
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Retained earnings
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10,077
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9,699
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Accumulated other comprehensive loss
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(3,434
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)
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(3,490
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)
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Total shareholders’ equity
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10,541
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10,336
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Total liabilities and shareholders’ equity
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$25,053
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$25,411
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Three Months Ended
March 31 |
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$ in millions
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2012
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2011
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Operating activities
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Sources of cash—continuing operations
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Cash received from customers
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Progress payments
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$ 1,021
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$ 1,035
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Collections on billings
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4,921
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5,427
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Other cash receipts
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27
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7
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Total sources of cash—continuing operations
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5,969
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6,469
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Uses of cash—continuing operations
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Cash paid to suppliers and employees
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(5,858
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)
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(6,168
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)
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Pension contributions
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(17
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)
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(34
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)
|
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Interest paid, net of interest received
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(78
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)
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(96
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)
|
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Income taxes paid, net of refunds received
|
(92
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)
|
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(46
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)
|
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Excess tax benefits from stock-based compensation
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(27
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)
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(9
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)
|
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Other cash payments
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(2
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)
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(4
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)
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Total uses of cash—continuing operations
|
(6,074
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)
|
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(6,357
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)
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Cash (used in) provided by continuing operations
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(105
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)
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112
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Cash used in discontinued operations
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—
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(232
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)
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Net cash used in operating activities
|
(105
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)
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(120
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)
|
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Investing activities
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|
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Continuing operations
|
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|
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Maturities of short-term investments
|
250
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|
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—
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Capital expenditures
|
(81
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)
|
|
(123
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)
|
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Contribution received from the spin-off of shipbuilding business
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—
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1,429
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Other investing activities, net
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—
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38
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Cash provided by investing activities from continuing operations
|
169
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|
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1,344
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Cash used in investing activities from discontinued operations
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—
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|
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(63
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)
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Net cash provided by investing activities
|
169
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1,281
|
|
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Financing activities
|
|
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|
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Common stock repurchases
|
(263
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)
|
|
(13
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)
|
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Cash dividends paid
|
(127
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)
|
|
(137
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)
|
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Proceeds from exercises of stock options
|
40
|
|
|
43
|
|
||
Excess tax benefits from stock-based compensation
|
27
|
|
|
9
|
|
||
Payments of long-term debt
|
—
|
|
|
(750
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)
|
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Other financing activities, net
|
(61
|
)
|
|
5
|
|
||
Net cash used in financing activities
|
(384
|
)
|
|
(843
|
)
|
||
(Decrease) increase in cash and cash equivalents
|
(320
|
)
|
|
318
|
|
||
Cash and cash equivalents, beginning of year
|
3,002
|
|
|
3,701
|
|
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Cash and cash equivalents, end of period
|
|
$ 2,682
|
|
|
|
$ 4,019
|
|
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Three Months Ended
March 31 |
||||||
$ in millions
|
2012
|
|
2011
|
||||
Reconciliation of net earnings to net cash used in operating activities
|
|
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|
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Net earnings
|
|
$506
|
|
|
|
$530
|
|
Net earnings from discontinued operations
|
—
|
|
|
(34
|
)
|
||
Adjustments to reconcile to net cash used in operating activities:
|
|
|
|
||||
Depreciation
|
105
|
|
|
103
|
|
||
Amortization
|
15
|
|
|
18
|
|
||
Stock-based compensation
|
26
|
|
|
33
|
|
||
Excess tax benefits from stock-based compensation
|
(27
|
)
|
|
(9
|
)
|
||
(Increase) decrease in assets:
|
|
|
|
||||
Accounts receivable, net
|
(267
|
)
|
|
(245
|
)
|
||
Inventoried costs, net
|
60
|
|
|
30
|
|
||
Prepaid expenses and other assets
|
(119
|
)
|
|
(3
|
)
|
||
Increase (decrease) in liabilities:
|
|
|
|
||||
Accounts payable and accruals
|
(635
|
)
|
|
(627
|
)
|
||
Deferred income taxes
|
—
|
|
|
19
|
|
||
Income taxes payable
|
169
|
|
|
289
|
|
||
Retiree benefits
|
77
|
|
|
34
|
|
||
Other, net
|
(15
|
)
|
|
(26
|
)
|
||
Cash (used in) provided by continuing operations
|
(105
|
)
|
|
112
|
|
||
Cash used in discontinued operations
|
—
|
|
|
(232
|
)
|
||
Net cash used in operating activities
|
|
($105
|
)
|
|
|
($120
|
)
|
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Three Months Ended
March 31 |
||||||
$ in millions, except per share amounts
|
2012
|
|
2011
|
||||
Common stock
|
|
|
|
||||
Beginning of year
|
|
$ 254
|
|
|
|
$ 291
|
|
Common stock repurchased
|
(4
|
)
|
|
—
|
|
||
Employee stock awards and options
|
2
|
|
|
2
|
|
||
End of period
|
252
|
|
|
293
|
|
||
Paid-in capital
|
|
|
|
||||
Beginning of year
|
3,873
|
|
|
7,778
|
|
||
Common stock repurchased
|
(256
|
)
|
|
(6
|
)
|
||
Employee stock awards and options
|
29
|
|
|
49
|
|
||
Spin-off of shipbuilding business
|
—
|
|
|
(1,887
|
)
|
||
End of period
|
3,646
|
|
|
5,934
|
|
||
Retained earnings
|
|
|
|
||||
Beginning of year
|
9,699
|
|
|
8,124
|
|
||
Net earnings
|
506
|
|
|
530
|
|
||
Dividends declared
|
(128
|
)
|
|
(138
|
)
|
||
End of period
|
10,077
|
|
|
8,516
|
|
||
Accumulated other comprehensive loss
|
|
|
|
||||
Beginning of year
|
(3,490
|
)
|
|
(2,757
|
)
|
||
Other comprehensive income, net of tax
|
56
|
|
|
46
|
|
||
Spin-off of shipbuilding business
|
—
|
|
|
524
|
|
||
End of period
|
(3,434
|
)
|
|
(2,187
|
)
|
||
Total shareholders’ equity
|
|
$10,541
|
|
|
|
$12,556
|
|
Cash dividends declared per share
|
|
$ 0.50
|
|
|
|
$ 0.47
|
|
$ in millions
|
March 31, 2012
|
|
December 31, 2011
|
||||
Unamortized benefit plan costs, net of tax benefit of $2,252 as of March 31, 2012 and $2,289 as of December 31, 2011
|
|
($3,437
|
)
|
|
|
($3,487
|
)
|
Cumulative translation adjustment
|
2
|
|
|
(4
|
)
|
||
Net unrealized gain on marketable securities and cash flow hedges, net of tax expense
|
1
|
|
|
1
|
|
||
Total accumulated other comprehensive loss
|
|
($3,434
|
)
|
|
|
($3,490
|
)
|
|
|
|
|
|
|
|
|
Shares Repurchased
(in millions) |
||||||||
Repurchase Program
Authorization Date |
|
Amount
Authorized (in millions) |
|
Total
Shares Retired (in millions) |
|
Average
Price
Per Share (2) |
|
Three Months Ended
March 31 |
||||||||
2012
|
|
2011
|
||||||||||||||
June 16, 2010
(1)
|
|
|
$4,245
|
|
|
48.5
|
|
|
$57.63
|
|
|
4.4
|
|
|
0.1
|
|
(1)
|
On June 16, 2010, the company’s board of directors authorized a share repurchase program of up to
$2.0 billion
of the company’s common stock. On April 25, 2011, after the company had repurchased shares totaling
$245 million
, the company’s board of directors authorized an increase to the remaining share repurchase authorization to
$4.0 billion
. As of
March 31, 2012
, the company had
$1.4 billion
remaining under this authorization for share repurchases.
|
(2)
|
Calculated as the average price paid per share under the respective repurchase program, including commissions paid.
|
$ in millions
|
|
|
||
Sales
|
|
|
$1,646
|
|
Earnings from discontinued operations
|
|
59
|
|
|
Income tax expense
|
|
(26
|
)
|
|
Earnings, net of tax
|
|
33
|
|
|
Gain on divestiture, net of income tax expense of $1
|
|
1
|
|
|
Earnings from discontinued operations, net of tax
|
|
|
$ 34
|
|
|
Three Months Ended
March 31 |
||||||
$ in millions
|
2012
|
|
2011
|
||||
Sales
|
|
|
|
||||
Aerospace Systems
|
|
$2,383
|
|
|
|
$2,593
|
|
Electronic Systems
|
1,724
|
|
|
1,808
|
|
||
Information Systems
|
1,844
|
|
|
2,025
|
|
||
Technical Services
|
750
|
|
|
831
|
|
||
Intersegment eliminations
|
(503
|
)
|
|
(523
|
)
|
||
Total sales
|
|
$6,198
|
|
|
|
$6,734
|
|
Operating income
|
|
|
|
||||
Aerospace Systems
|
|
$ 279
|
|
|
|
$ 287
|
|
Electronic Systems
|
304
|
|
|
237
|
|
||
Information Systems
|
205
|
|
|
194
|
|
||
Technical Services
|
70
|
|
|
68
|
|
||
Intersegment eliminations
|
(69
|
)
|
|
(65
|
)
|
||
Total segment operating income
|
789
|
|
|
721
|
|
||
Reconciliation to operating income:
|
|
|
|
||||
Unallocated corporate expenses
|
(23
|
)
|
|
(10
|
)
|
||
Net pension adjustment
|
32
|
|
|
103
|
|
||
Royalty income adjustment
|
(2
|
)
|
|
(3
|
)
|
||
Total operating income
|
|
$ 796
|
|
|
|
$ 811
|
|
|
March 31, 2012
|
|
December 31, 2011
|
||||||||||||
$ in millions
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Financial Assets (Liabilities)
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
|
|
|
|
|
|
||||||||
Trading
|
|
$ 235
|
|
|
|
$ 235
|
|
|
|
$ 219
|
|
|
|
$ 219
|
|
Available-for-sale
|
5
|
|
|
5
|
|
|
4
|
|
|
4
|
|
||||
Held-to-maturity time deposits
|
—
|
|
|
—
|
|
|
250
|
|
|
250
|
|
||||
Derivatives
|
5
|
|
|
5
|
|
|
7
|
|
|
7
|
|
||||
Long-term debt, including current portion
|
|
($3,938
|
)
|
|
|
($4,687
|
)
|
|
|
($3,940
|
)
|
|
|
($4,675
|
)
|
|
Three Months Ended
March 31 |
||||||||||||||
|
Pension
Benefits |
|
Medical and
Life Benefits |
||||||||||||
$ in millions
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$131
|
|
|
|
$130
|
|
|
|
$ 8
|
|
|
|
$ 8
|
|
Interest cost
|
296
|
|
|
305
|
|
|
27
|
|
|
29
|
|
||||
Expected return on plan assets
|
(427
|
)
|
|
(423
|
)
|
|
(17
|
)
|
|
(16
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Prior service cost (credit)
|
(15
|
)
|
|
6
|
|
|
(12
|
)
|
|
(13
|
)
|
||||
Net loss from previous years
|
107
|
|
|
41
|
|
|
5
|
|
|
3
|
|
||||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
|
$ 94
|
|
|
|
$ 59
|
|
|
|
$11
|
|
|
|
$11
|
|
|
Three Months Ended
March 31 |
||||||
$ in millions
|
2012
|
|
2011
|
||||
Sales
|
|
$6,198
|
|
|
|
$6,734
|
|
Operating costs and expenses
|
5,402
|
|
|
5,923
|
|
||
Operating income
|
796
|
|
|
811
|
|
||
Operating margin rate
|
12.8
|
%
|
|
12.0
|
%
|
||
Interest expense
|
(53
|
)
|
|
(58
|
)
|
||
Federal and foreign income tax expense
|
250
|
|
|
262
|
|
||
Cash (used in) provided by continuing operations
|
(105
|
)
|
|
112
|
|
|
Three Months Ended
March 31 |
||||||
$ in millions
|
2012
|
|
2011
|
||||
Product
|
|
$2,527
|
|
|
|
$3,003
|
|
Service
|
2,314
|
|
|
2,352
|
|
||
General and administrative
|
561
|
|
|
568
|
|
||
Operating costs and expenses
|
|
$5,402
|
|
|
|
$5,923
|
|
|
Three Months Ended
March 31 |
||||||
$ in millions
|
2012
|
|
2011
|
||||
Segment operating income
|
|
$789
|
|
|
|
$721
|
|
Unallocated corporate expenses
|
(23
|
)
|
|
(10
|
)
|
||
Net pension adjustment
|
32
|
|
|
103
|
|
||
Royalty income adjustment
|
(2
|
)
|
|
(3
|
)
|
||
Total operating income
|
|
$796
|
|
|
|
$811
|
|
|
Three Months Ended
March 31 |
||||||
$ in millions
|
2012
|
|
2011
|
||||
Sales
|
|
$2,383
|
|
|
|
$2,593
|
|
Operating income
|
279
|
|
|
287
|
|
||
Operating margin rate
|
11.7
|
%
|
|
11.1
|
%
|
|
Three Months Ended
March 31 |
||||||
$ in millions
|
2012
|
|
2011
|
||||
Sales
|
|
$1,724
|
|
|
|
$1,808
|
|
Operating income
|
304
|
|
|
237
|
|
||
Operating margin rate
|
17.6
|
%
|
|
13.1
|
%
|
|
Three Months Ended
March 31 |
||||||
$ in millions
|
2012
|
|
2011
|
||||
Sales
|
|
$1,844
|
|
|
|
$2,025
|
|
Operating income
|
205
|
|
|
194
|
|
||
Operating margin rate
|
11.1
|
%
|
|
9.6
|
%
|
|
Three Months Ended
March 31 |
||||||
$ in millions
|
2012
|
|
2011
|
||||
Sales
|
|
$750
|
|
|
|
$831
|
|
Operating income
|
70
|
|
|
68
|
|
||
Operating margin rate
|
9.3
|
%
|
|
8.2
|
%
|
|
Three Months Ended
March 31 |
||||||
$ in millions
|
2012
|
|
2011
|
||||
Product sales
|
|
$3,341
|
|
|
|
$3,863
|
|
Product costs
|
2,527
|
|
|
3,003
|
|
||
% of product sales
|
75.6
|
%
|
|
77.7
|
%
|
||
Service sales
|
2,857
|
|
|
2,871
|
|
||
Service costs
|
2,314
|
|
|
2,352
|
|
||
% of service sales
|
81.0
|
%
|
|
81.9
|
%
|
|
Three Months Ended March 31
|
||||||||||||
$ in millions
|
2012
|
|
2011
|
||||||||||
Segment Information:
|
Sales
|
Operating Costs and Expenses
|
|
Sales
|
Operating Costs and Expenses
|
||||||||
Aerospace Systems
|
|
|
|
|
|
||||||||
Product
|
|
$2,074
|
|
|
$1,843
|
|
|
|
$2,280
|
|
|
$2,041
|
|
Service
|
309
|
|
261
|
|
|
313
|
|
265
|
|
||||
Electronic Systems
|
|
|
|
|
|
||||||||
Product
|
1,348
|
|
1,093
|
|
|
1,481
|
|
1,281
|
|
||||
Service
|
376
|
|
327
|
|
|
327
|
|
290
|
|
||||
Information Systems
|
|
|
|
|
|
||||||||
Product
|
70
|
|
61
|
|
|
114
|
|
104
|
|
||||
Service
|
1,774
|
|
1,578
|
|
|
1,911
|
|
1,727
|
|
||||
Technical Services
|
|
|
|
|
|
||||||||
Product
|
5
|
|
4
|
|
|
146
|
|
132
|
|
||||
Service
|
745
|
|
676
|
|
|
685
|
|
631
|
|
||||
Segment Totals
|
|
|
|
|
|
||||||||
Total Product
|
|
$3,497
|
|
|
$3,001
|
|
|
|
$4,021
|
|
|
$3,558
|
|
Total Service
|
3,204
|
|
2,842
|
|
|
3,236
|
|
2,913
|
|
||||
Intersegment eliminations
|
(503
|
)
|
(434
|
)
|
|
(523
|
)
|
(458
|
)
|
||||
Total segment
(1)
|
|
$6,198
|
|
|
$5,409
|
|
|
|
$6,734
|
|
|
$6,013
|
|
|
March 31, 2012
|
|
December 31, 2011
|
||||||||||||
$ in millions
|
Funded
|
|
Unfunded
|
|
Total
Backlog |
|
Total
Backlog |
||||||||
Aerospace Systems
|
|
$10,889
|
|
|
|
$ 7,369
|
|
|
|
$18,258
|
|
|
|
$18,638
|
|
Electronic Systems
|
7,400
|
|
|
1,672
|
|
|
9,072
|
|
|
9,123
|
|
||||
Information Systems
|
4,265
|
|
|
4,571
|
|
|
8,836
|
|
|
8,563
|
|
||||
Technical Services
|
2,486
|
|
|
482
|
|
|
2,968
|
|
|
3,191
|
|
||||
Total backlog
|
|
$25,040
|
|
|
|
$14,094
|
|
|
|
$39,134
|
|
|
|
$39,515
|
|
|
Three Months Ended
March 31 |
||||||
$ in millions
|
2012
|
|
2011
|
||||
Net earnings
|
|
$506
|
|
|
|
$530
|
|
Net earnings from discontinued operations
|
—
|
|
|
(34
|
)
|
||
Non-cash items
(1)
|
119
|
|
|
164
|
|
||
Retiree benefit funding less than expense
|
77
|
|
|
34
|
|
||
Trade working capital change
|
(807
|
)
|
|
(582
|
)
|
||
Cash (used in) provided by continuing operations
|
|
($105
|
)
|
|
|
$112
|
|
(1)
|
Includes depreciation and amortization, stock-based compensation expense, and deferred income taxes.
|
|
Three Months Ended
March 31 |
||||||
$ in millions
|
2012
|
|
2011
|
||||
Cash (used in) provided by continuing operations
|
|
($105
|
)
|
|
|
$112
|
|
Less:
|
|
|
|
||||
Capital expenditures
|
(81
|
)
|
|
(123
|
)
|
||
Free cash flow from continuing operations
|
|
($186
|
)
|
|
|
($ 11
|
)
|
Period
|
Number
of Shares
Purchased
(1)
|
|
Average Price
Paid per
Share
(2)
|
|
Numbers
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
|
|
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
under the
Plans or Programs
($ in millions)
|
||||||||
January 1 through January 31, 2012
|
1,358,000
|
|
|
|
|
$59.01
|
|
|
1,358,000
|
|
|
|
|
$1,622
|
|
February 1 through February 29, 2012
|
1,105,900
|
|
|
|
59.29
|
|
|
1,105,900
|
|
|
|
1,557
|
|
||
March 1 through March 31, 2012
|
1,897,600
|
|
|
|
60.60
|
|
|
1,897,600
|
|
|
|
1,442
|
|
||
Total
|
4,361,500
|
|
|
|
|
$59.77
|
|
|
4,361,500
|
|
|
|
|
$1,442
|
|
(1)
|
On June 16, 2010, the company’s board of directors authorized a share repurchase program of up to
$2.0 billion
of the company’s common stock. On April 25, 2011, after the company had repurchased shares totaling
$245 million
, the company’s board of directors authorized an increase to the remaining share repurchase authorization to
$4.0 billion
. As of
March 31, 2012
, the company had
$1.4 billion
remaining under this authorization for share repurchases.
|
(2)
|
Calculated as the average price paid per share under the respective repurchase program, including commissions paid.
|
2.1
|
Agreement and Plan of Merger among Titan II, Inc. (formerly Northrop Grumman Corporation), Northrop Grumman Corporation (formerly New P, Inc.) and Titan Merger Sub Inc., dated March 29, 2011 (incorporated by reference to Exhibit 10.1 to Form 8-K dated March 29, 2011 and filed April 4, 2011)
|
|
|
2.2
|
Separation and Distribution Agreement dated as of March 29, 2011, among Titan II, Inc. (formerly Northrop Grumman Corporation), Northrop Grumman Corporation (formerly New P, Inc.), Huntington Ingalls Industries, Inc., Northrop Grumman Shipbuilding, Inc. and Northrop Grumman Systems Corporation (incorporated by reference to Exhibit 10.2 to Form 8-K dated March 29, 2011 and filed April 4, 2011)
|
|
|
+10.1
|
Grant Certificate Specifying the Terms and Conditions Applicable to 2012 Restricted Stock Rights Granted Under the 2011 Long-Term Incentive Stock Plan (incorporated by reference to Exhibit 10.1 to Form 8-K dated February 17, 2012)
|
|
|
+10.2
|
Grant Certificate Specifying the Terms and Conditions Applicable to 2012 Restricted Performance Stock Rights Granted Under the 2011 Long-Term Incentive Stock Plan (incorporated by reference to Exhibit 10.2 to Form 8-K dated February 17, 2012)
|
|
|
*+10.3
|
Form of Indemnification Agreement between Northrop Grumman Corporation and its directors and executive officers
|
|
|
*12(a)
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
*15
|
Letter from Independent Registered Public Accounting Firm
|
|
|
*31.1
|
Rule 13a-14(a)/15d-14(a) Certification of Wesley G. Bush (Section 302 of the Sarbanes-Oxley Act of 2002)
|
|
|
*31.2
|
Rule 13a-14(a)/15d-14(a) Certification of James F. Palmer (Section 302 of the Sarbanes-Oxley Act of 2002)
|
|
|
**32.1
|
Certification of Wesley G. Bush pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
**32.2
|
Certification of James F. Palmer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
*101
|
Northrop Grumman Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL (Extensible Business Reporting Language); (i) the Condensed Consolidated Statements of Earnings and Comprehensive Income, (ii) Condensed Consolidated Statements of Financial Position, (iii) Condensed Consolidated Statements of Cash Flows, (iv) Condensed Consolidated Statements of Changes in Shareholders’ Equity, and (v) Notes to Condensed Consolidated Financial Statements
|
+
|
Management contract or compensatory plan or arrangement
|
*
|
Filed with this report
|
**
|
Furnished with this report
|
NORTHROP GRUMMAN CORPORATION
(Registrant)
|
||
|
|
|
By:
|
|
/s/ Kenneth L. Bedingfield
|
|
|
Kenneth L. Bedingfield
Corporate Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.
|
/s/ James F. Palmer
|
James F. Palmer
|
Corporate Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.
|
/s/ Wesley G. Bush
|
Wesley G. Bush
|
Chairman, Chief Executive Officer and President
|
1.
|
I have reviewed this report on Form 10-Q of Northrop Grumman Corporation (“company”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the company's internal control over financial reporting that occurred during the company's most recent fiscal quarter (the company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
|
5.
|
The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
|
/s/ James F. Palmer
|
James F. Palmer
|
Corporate Vice President and Chief Financial Officer
|
1.
|
I have reviewed this report on Form 10-Q of Northrop Grumman Corporation (“company”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the company's internal control over financial reporting that occurred during the company's most recent fiscal quarter (the company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
|
5.
|
The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
|
/s/ Wesley G. Bush
|
Wesley G. Bush
|
Chairman, Chief Executive Officer and President
|
$ in millions
|
|
Three Months Ended
March 31
|
|
Year Ended December 31
|
||||||||||||||||||||||||
Earnings:
|
|
2012
|
|
|
2011
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|||||||
Earnings from continuing operations before income taxes
|
|
$
|
756
|
|
|
$
|
758
|
|
|
$
|
3,083
|
|
|
$
|
2,366
|
|
|
$
|
2,070
|
|
|
$
|
1,841
|
|
|
$
|
2,158
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense, including amortization of debt premium
|
|
53
|
|
|
58
|
|
|
221
|
|
|
269
|
|
|
269
|
|
|
271
|
|
|
312
|
|
|||||||
Portion of rental expenses on operating leases deemed to be representative of the interest factor
|
|
28
|
|
|
35
|
|
|
140
|
|
|
149
|
|
|
167
|
|
|
177
|
|
|
177
|
|
|||||||
Earnings from continuing operations before income taxes and fixed charges
|
|
$
|
837
|
|
|
$
|
851
|
|
|
$
|
3,444
|
|
|
$
|
2,784
|
|
|
$
|
2,506
|
|
|
$
|
2,289
|
|
|
$
|
2,647
|
|
Fixed Charges:
|
|
$
|
81
|
|
|
$
|
93
|
|
|
$
|
361
|
|
|
$
|
418
|
|
|
$
|
436
|
|
|
$
|
448
|
|
|
$
|
489
|
|
Ratio of earnings to fixed charges
|
|
10.3
|
|
|
9.2
|
|
|
9.5
|
|
|
6.7
|
|
|
5.7
|
|
|
5.1
|
|
|
5.4
|
|