What is the primary purpose of this 8-K/A filing?

This filing's primary purpose is to present Unaudited Pro Forma Condensed Combined Financial Statements that show the combined financial position and results of operations of Northrop Grumman and Litton Industries, as if the acquisition of Litton had occurred on specific dates. It provides investors with a view of the combined entity's financial performance post-acquisition.

When did the acquisition of Litton Industries by Northrop Grumman take place?

Northrop Grumman acquired approximately 97.3% of Litton's common shares and 58.6% of its preferred stock in April 2001, and subsequently acquired the remaining shares to own 100% of Litton.

Are the presented financial statements final?

No, the presented financial statements are unaudited pro forma statements and are based on preliminary estimates of the fair market value of assets and liabilities acquired, as well as preliminary estimates of purchase price allocations. Final adjustments are expected by December 31, 2001, and could be material.

What is the impact of the acquisition on Northrop Grumman's balance sheet?

The acquisition significantly increased Northrop Grumman's assets, particularly through the recording of 'Goodwill and other purchased intangibles' ($8,358 million pro forma). Liabilities also increased due to new financing and refinancing of debt related to the acquisition. The pro forma balance sheet as of March 31, 2001, shows total assets of $17,481 million and total liabilities of $17,481 million.

NOC 8-K SEC Disclosure — Jun 14, 2001

Summary

This 8-K/A filing from Northrop Grumman Corporation (NOC) details the unaudited pro forma condensed combined financial statements following the company's acquisition of Litton Industries. The acquisition, which closed in April 2001, involved Northrop Grumman acquiring 100% of Litton's outstanding shares for cash. The pro forma statements combine the historical financial data of both companies, presenting a combined financial picture as if the acquisition had occurred at the beginning of the respective periods presented, using the purchase method of accounting. Key to investors is the presentation of the combined financial position as of March 31, 2001, and combined statements of income for the quarter ended March 31, 2001, and the year ended December 31, 2000. These statements reflect preliminary estimates of fair market values for acquired assets and liabilities, including significant goodwill. Investors should note that these figures are preliminary and subject to change, with final purchase price allocation adjustments expected by December 31, 2001. The pro forma statements do not include anticipated cost savings or restructuring charges, which will be detailed in future filings.

Key Highlights

1Northrop Grumman acquired 100% of Litton Industries in April 2001.
2The filing presents Unaudited Pro Forma Condensed Combined Financial Statements reflecting the acquisition.
3These statements combine historical financial data of Northrop Grumman and Litton using the purchase method of accounting.
4The acquisition is treated as if it occurred at the beginning of the presented periods for income statements and on March 31, 2001, for the balance sheet.
5Significant goodwill was recorded as part of the purchase price allocation, indicating substantial intangible assets acquired.
6Pro forma adjustments include recording new financing for the acquisition and refinancing of debt.
7Final purchase price allocation adjustments are expected by December 31, 2001, and may be material.

NORTHROP GRUMMAN CORP /DE/ 8-K/A Report (Jun 14, 2001)

Summary

Key Highlights

Frequently Asked Questions