8-K/AOther Events

NORTHROP GRUMMAN CORP /DE/ 8-K/A Report (Jan 14, 2002)

Filed January 14, 2002For Securities:NOC

Summary

This 8-K Amendment filing by Northrop Grumman Corporation provides Unaudited Pro Forma Condensed Combined Financial Statements reflecting the acquisitions of Litton Industries, Inc. and Newport News Shipbuilding, Inc. These pro forma statements are presented to give investors a clearer view of the combined company's financial position and results as if these significant transactions had occurred at the beginning of the periods presented. The company utilized the purchase method of accounting, with Northrop Grumman as the acquirer, and is in the process of finalizing fair market value assessments for acquired assets and liabilities, particularly for the Newport News acquisition. Investors should note that these pro forma figures are preliminary and subject to change, with final purchase price allocations expected to be completed for Litton by March 31, 2002, and for Newport News by June 30, 2002. The filing details the significant impact of these acquisitions on Northrop Grumman's balance sheet, notably the substantial increase in goodwill and other purchased intangibles. The income statements show the combined revenue and expenses, with adjustments for interest expenses related to acquisition financing and amortization of acquired intangibles. While the pro forma statements offer a forward-looking perspective, they do not yet incorporate potential cost savings from operating efficiencies or other restructuring activities beyond preliminary estimates for corporate office consolidation.

Key Highlights

  • 1Northrop Grumman has completed or is in the final stages of acquiring Litton Industries and Newport News Shipbuilding.
  • 2The filing presents Unaudited Pro Forma Condensed Combined Financial Statements, merging the historical results of Northrop Grumman, Litton, and Newport News.
  • 3The acquisitions are accounted for using the purchase method, with Northrop Grumman as the acquirer.
  • 4Significant increases in Goodwill and other purchased intangibles are reflected on the pro forma balance sheet due to the acquisitions.
  • 5Preliminary fair market value assessments for acquired assets and liabilities are underway, with final adjustments expected in 2002.
  • 6Pro forma income statements reflect combined revenues and expenses, including adjustments for new financing and amortization of intangibles.
  • 7The pro forma statements are for illustrative purposes and are subject to material adjustments upon finalization of purchase price allocations.

Frequently Asked Questions

This filing primarily discusses the pro forma financial impact of Northrop Grumman's acquisitions of Litton Industries, Inc. and Newport News Shipbuilding, Inc. It provides combined financial statements as if these acquisitions had been completed at earlier dates.

The financial statements presented are Unaudited Pro Forma Condensed Combined Financial Statements. They are derived from the historical financial statements of Northrop Grumman, Litton, and Newport News, adjusted to reflect the combined entity after the acquisitions.

Northrop Grumman expects to finalize purchase price allocations for Litton by March 31, 2002, and for Newport News by June 30, 2002. These finalizations may lead to material adjustments to the pro forma financial statements.

No, the pro forma statements generally do not include the realization of cost savings from operating efficiencies, synergies, or other restructurings, except for preliminary estimates related to the consolidation of corporate offices. Liabilities associated with potential restructurings are also not fully recognized.