Form 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported)

 

May 4, 2004

 


 

NORTHROP GRUMMAN CORPORATION

(Exact name of registrant as specified in its charter)

 

DELAWARE   1-16411   No. 95-4840775

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

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)

 



Item 7. Financial Statements and Exhibits.

 

(c) Exhibits

 

The following press release is included as an exhibit to this report furnished pursuant to Item 12:

 

Exhibit 99—Northrop Grumman Corporation press release (including financial schedules) dated May 4, 2004

 

Item 12. Results of Operations and Financial Condition.

 

On May 4, 2004, Northrop Grumman Corporation issued a press release announcing its financial results for the quarter ended March 31, 2004. The press release is furnished as Exhibit 99.

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

               

Northrop Grumman Corporation


                (Registrant)

May 4, 2004


         

By:

 

/s/     John H. Mullan


(Date)              

John H. Mullan

Corporate Vice President and Secretary


Exhibit Index

 

Exhibit No.

  

Description


99    Furnished—Northrop Grumman Corporation press release (including financial schedules) dated May 4, 2004
Press Release dated May 4, 2004

Exhibit 99

 

LOGO

   NEWS

 

Contact: Frank Moore (Media) (310) 201-3335

Gaston Kent (Investors) (310) 201-3423

 

For Immediate Release

 

Northrop Grumman Reports

 

First Quarter 2004 Results

 

EPS from Continuing Operations Increase 37 Percent to $1.25

 

Sales Increase 21 Percent to $7.1 Billion

 

Cash from Operations Totals $263 Million

 

Contract Acquisitions Increase 19 Percent

 

Total Backlog $57.6 Billion

 

Company Confirms Previous 2004 Guidance

 

LOS ANGELES — May 4, 2004 — Northrop Grumman Corporation (NYSE: NOC) reported that first quarter 2004 income from continuing operations rose 31 percent to $228 million, or $1.25 per diluted share, compared with $174 million, or $0.91 per diluted share, for the same period of 2003. Sales for the first quarter of 2004 increased 21 percent to $7.1 billion from $5.9 billion for the same period of 2003.

 

Total operating margin for the 2004 first quarter was $434 million compared with $328 million in the same period a year ago. The first quarter 2004 total operating margin includes $110 million of unallocated corporate expenses compared with $30 million for the 2003 first quarter. First quarter 2004 unallocated corporate expenses rose $80 million, mainly due to an additional provision for legal and interest costs relating to an Indiana Court of Appeals decision on April 27, 2004, affirming lower court awards against the company and in favor of Allison Gas Turbine. The awards related to cost overruns on a discontinued prototype aircraft from the 1980s. Unallocated corporate expenses for the quarter also included higher mark-to-market stock compensation expenses and environmental remediation accruals.

 

Northrop Grumman Corporation · 1840 Century Park East · Los Angeles, CA 90067

 

www.northropgrumman.com


Northrop Grumman Reports

 

First Quarter 2004 Results

  Page 2

 

First quarter 2004 total operating margin includes pension expense determined in accordance with generally accepted accounting principles of $90 million versus pension expense of $140 million in the first quarter of 2003. Pension expense allocated to contracts pursuant to government Cost Accounting Standards (CAS) increased total operating margin by $80 million in the first quarter of 2004 and $71 million for the comparable 2003 period.

 

“Overall, first quarter results from our operations were outstanding. Each of our segments generated strong double-digit sales growth and solid increases in profit,” said Ronald D. Sugar, Northrop Grumman chairman, chief executive officer and president. “Bookings for the quarter increased 19 percent, and we are on track to achieve our 2004 financial targets.”

 

“I’m pleased with this quarter’s performance, and looking at the total picture, we are in excellent shape to continue to drive operational and financial performance,” Sugar added. “We are living in very challenging times and we believe that our strategy, which is to anticipate the changing nature of 21st century warfare and lead the revolutionary advances in technology that are redefining both the battlefield and our security at home, is clearly on target.”

 

Net income for the 2004 first quarter was $232 million, or $1.27 per diluted share, compared with $253 million, or $1.34 per diluted share for the same period of 2003. First quarter 2004 income from discontinued operations was $1 million compared with $80 million in the previous year. First quarter 2003 income from discontinued operations included the results of TRW Automotive, which was sold on Feb. 28, 2003.

 

Contract acquisitions were $8.4 billion in the first quarter of 2004 compared with $7.1 billion for the same period of 2003. Total funded backlog was $28.2 billion at March 31, 2004, compared with $26.9 billion at Dec. 31, 2003. Total backlog, which includes funded backlog and firm orders for which funding is not currently contractually obligated by the customer, was $57.6 billion at March 31, 2004, compared with $58.2 billion at Dec. 31, 2003.

 

Guidance for 2004

 

Consistent with previous guidance, the company expects 2004 sales of approximately $28 billion. Earnings per share from continuing operations are expected to range between $5.60 and $5.90, which includes estimated pension expense of approximately $345 million and pension expense recognized under CAS, which is generally recoverable under government contracts, of approximately $320 million. These estimates have been refined to reflect the latest updates for foreign pension plans and plan participant census data. Net cash provided by operating activities for 2004 is expected to total approximately $1.5 billion.


Northrop Grumman Reports

 

First Quarter 2004 Results

  Page 3

 

Segment Results

 

ELECTRONIC SYSTEMS

 

    

($ in millions)

FIRST QUARTER


 
     2004

    2003

 

Sales

   $ 1,538     $ 1,338  

Operating Margin

     158       121  

% Operating margin to sales

     10.3 %     9.0 %

 

Electronic Systems first quarter 2004 sales increased 15 percent from the first quarter of 2003 reflecting higher volume across all business areas. First quarter 2004 operating margin increased 31 percent from the first quarter of 2003, primarily due to higher sales volume as well as improved performance in the C4ISR & Naval Systems, Defensive Systems, Government Systems and Other business areas.

 

SHIPS

 

    

($ in millions)

FIRST QUARTER


 
     2004

    2003

 

Sales

   $ 1,444     $ 1,195  

Operating Margin

     86       75  

% Operating margin to sales

     6.0 %     6.3 %

 

Ships 2004 first quarter sales, which include the financial results of the Newport News and Ship Systems sectors, increased 21 percent compared with the 2003 first quarter. Amphibious & Auxiliary revenue rose 51 percent as a result of increased sales from the LPD and LHD programs; Surface Combatants sales rose 46 percent, primarily due to increased revenue from the DD(X) program. Operating margin for the 2004 first quarter increased 15 percent compared with the 2003 first quarter reflecting higher volume, which was partially offset by a change in program mix toward lower margin development programs.

 

INFORMATION TECHNOLOGY

 

    

($ in millions)

FIRST QUARTER


 
     2004

    2003

 

Sales

   $ 1,230     $ 1,091  

Operating Margin

     71       61  

% Operating margin to sales

     5.8 %     5.6 %

 

Information Technology first quarter 2004 sales increased 13 percent, and first quarter 2004 operating margin increased 16 percent, as compared with the first quarter of 2003. First quarter 2004 sales increased due to higher revenue in the Government Information Technology business area versus the prior year. Operating margin increased primarily due to increased sales and improved performance in the Government Information Technology business area.


Northrop Grumman Reports

 

First Quarter 2004 Results

  Page 4

 

MISSION SYSTEMS

 

    

($ in millions)

FIRST QUARTER


 
     2004

    2003

 

Sales

   $ 1,183     $    923  

Operating Margin

     76       56  

% Operating margin to sales

     6.4 %     6.1 %

 

Mission Systems first quarter 2004 sales increased 28 percent, and first quarter 2004 operating margin rose 36 percent, as compared with first quarter 2003 results. First quarter 2004 sales were higher in the Command, Control & Intelligence Systems and Missile Systems business areas. Higher operating margin was primarily due to increased sales as well as improved performance in the Missile Systems business area.

 

INTEGRATED SYSTEMS

 

    

($ in millions)

FIRST QUARTER


 
     2004

    2003

 

Sales

   $ 1,147     $    825  

Operating Margin

     116       88  

% Operating margin to sales

     10.1 %     10.7 %

 

Integrated Systems sales for the first quarter of 2004 increased 39 percent over the first quarter of 2003, primarily due to increased F-35, Global Hawk and MP-RTIP sales in the Air Combat Systems business area as well as increased E-2 Advanced Hawkeye sales in the Airborne Early Warning/Electronic Warfare Systems business area. Operating margin for the first quarter of 2004 increased 32 percent from the first quarter of 2003, reflecting higher volume in development programs such as F-35, E-2 Advanced Hawkeye and Global Hawk.

 

SPACE TECHNOLOGY

 

    

($ in millions)

FIRST QUARTER


 
     2004

    2003

 

Sales

   $    806     $    648  

Operating Margin

     51       32  

% Operating margin to sales

     6.3 %     4.9 %

 

Space Technology first quarter 2004 sales rose 24 percent over first quarter 2003 results, due to higher F-35 and F-22 sales in the Software Defined Radios business area, increased classified sales in Intelligence, Surveillance & Reconnaissance, and increased sales in the National Polar-Orbiting Operational Environmental Satellite Systems and James Webb Space Telescope programs in the Civil Space business area. First quarter 2004 operating margin rose 59 percent as compared with the first quarter 2003, primarily due to higher sales and improved performance in the Software Defined Radios, Satellite Communications and Technology business areas.


Northrop Grumman Reports

 

First Quarter 2004 Results

  Page 5

 

Debt and Cash Measurements

 

Northrop Grumman’s total debt was $6.0 billion at March 31, 2004, compared with $5.9 billion at Dec. 31, 2003. Interest expense for the first quarter of 2004 declined to $113 million from $144 million for the 2003 first quarter as a result of a reduction in fixed-rate debt acquired with the acquisition of TRW Inc. First quarter 2004 interest expense also includes the impact of the adoption of SFAS 150 – Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which was adopted on July 1, 2003, and required $6 million of dividends payable on mandatorily redeemable preferred stock for the quarter to be classified as interest expense.

 

Net cash provided by operating activities in the 2004 first quarter totaled $263 million versus net cash used by operating activities of $1.1 billion in the first quarter of 2003, which included a $1 billion B-2 tax payment. During the first quarter of 2004, the company repurchased approximately 1.8 million shares of its common stock at an average price of $98.69 per share. Since the Aug. 20, 2003, announcement of a plan to repurchase up to $700 million of Northrop Grumman common stock, the company has repurchased more than 4 million shares at an average price of $93.56.

 

About Northrop Grumman

 

Northrop Grumman Corporation is a global defense company, headquartered in Los Angeles, Calif. Northrop Grumman provides a broad array of technologically advanced, innovative products, services and solutions in systems integration, defense electronics, information technology, advanced aircraft, shipbuilding and space technology. The company has approximately 123,000 employees and operates in all 50 states and 25 countries and serves U.S. and international military, government and commercial customers.

 

Note: Certain statements and assumptions in this release contain or are based on “forward-looking” information (that Northrop Grumman believes to be within the definition in the Private Securities Litigation Reform Act of 1995) and involve risks and uncertainties, and include, among others, statements in the future tense, and all statements accompanied by terms such as “project,” “expect,” “estimate,” “assume,” “guidance” or variations thereof. This information reflects the company’s best estimates when made, but the company expressly disclaims any duty to update this information if new data becomes available or estimates change after the date of this release.

 

Such “forward-looking” information includes, among other things, financial guidance regarding sales, segment operating margin, pension expense, employer contributions under pension plans and medical and life benefits plans, and cash flow, and is subject to numerous assumptions and uncertainties, many of which are outside Northrop Grumman’s control. These include Northrop Grumman’s assumptions with respect to future revenues, expected program performance and cash flows, returns on pension plan assets and variability of pension actuarial and related assumptions, the outcome of litigation and appeals, environmental remediation, divestitures of businesses, successful reduction of debt, successful negotiation of contracts with labor unions, effective tax rates and timing and amounts of tax payments, and anticipated costs of capital investments, among other things. Northrop Grumman’s operations are subject to various additional risks and uncertainties resulting from its position as a supplier, either directly or as subcontractor or team member, to the U.S. Government and its agencies as well as to foreign governments and agencies; actual outcomes are dependent upon various factors, including, without limitation, Northrop Grumman’s successful performance of internal plans; government customers’ budgetary constraints; customer changes in short-range and long-range plans; domestic and international competition in both the defense and commercial areas; product performance; continued development and acceptance of new products and, in


Northrop Grumman Reports

 

First Quarter 2004 Results

  Page 6

 

connection with any fixed price development programs, controlling cost growth in meeting production specifications and delivery rates; performance issues with key suppliers and subcontractors; government import and export policies; acquisition or termination of government contracts; the outcome of political and legal processes; natural disasters and terrorist acts; legal, financial, and governmental risks related to international transactions and global needs for military aircraft, military and civilian electronic systems and support, information technology, naval vessels, space systems and related technologies, as well as other economic, political and technological risks and uncertainties and other risk factors set out in Northrop Grumman’s filings from time to time with the Securities and Exchange Commission, including, without limitation, Northrop Grumman reports on Form 10-K and Form 10-Q.

 

Northrop Grumman will webcast its security analyst conference call at 11 a.m. EDT on May 4, 2004. A live audio broadcast of the conference call along with a supplemental presentation will be available on the investor relations page of the company’s Web site at http://www.northropgrumman.com.

 

# # #

 

0504-141

 

Members of the news media may receive our releases via e-mail by registering at:

http://www.northropgrumman.com/cgi-bin/regist_form.cgi

 

LEARN MORE ABOUT US: Northrop Grumman news releases, product information, photos and video clips are available on the Internet at: http://www.northropgrumman.com


SCHEDULE 1

 

NORTHROP GRUMMAN CORPORATION

FINANCIAL HIGHLIGHTS

($ in millions, except per share)

(unaudited)

 

     FIRST QUARTER

 
     2004

    2003

 

OPERATING RESULTS HIGHLIGHTS

                

Total contract acquisitions (1)

   $ 8,420     $ 7,090  

Total sales

     7,105       5,866  

Total operating margin

     434       328  

Income from continuing operations

     228       174  

Net income

     232       253  

Diluted earnings per share from continuing operations

     1.25       .91  

Diluted earnings per share

     1.27       1.34  

Net cash provided by (used in) operating activities

     263       (1,112 )
     MARCH 31,
2004


    DECEMBER 31,
2003 (4)


 

BALANCE SHEET HIGHLIGHTS

                

Cash and cash equivalents

   $ 457     $ 342  

Accounts receivable, net

     3,426       3,198  

Inventoried costs, net

     1,319       1,147  

Property, plant and equipment, net

     4,019       4,036  

Total debt

     5,962       5,881  

Net debt (2)

     5,505       5,539  

Mandatorily redeemable preferred stock

     350       350  

Shareholders’ equity

     15,863       15,785  

Total assets

     33,344       33,009  

Net debt to capitalization ratio (3)

     25 %     26 %

 

(1) Contract acquisitions represent orders received during the period for which funding has been contractually obligated by the customer.
(2) Total debt less cash and cash equivalents.
(3) Net debt divided by the sum of shareholders’ equity and total debt.
(4) Certain prior year amounts have been reclassified to conform to the 2004 presentation.


SCHEDULE 2

 

NORTHROP GRUMMAN CORPORATION

FINANCIAL HIGHLIGHTS

($ in millions, except per share)

(unaudited)

 

     FIRST
QUARTER


 
     2004

    2003 (1)

 

Sales

                

Electronic Systems

   $ 1,538     $ 1,338  

Ships

     1,444       1,195  

Information Technology

     1,230       1,091  

Mission Systems

     1,183       923  

Integrated Systems

     1,147       825  

Space Technology

     806       648  

Intersegment Eliminations

     (243 )     (154 )
    


 


     $ 7,105     $ 5,866  
    


 


Operating margin

                

Electronic Systems

   $ 158     $ 121  

Ships

     86       75  

Information Technology

     71       61  

Mission Systems

     76       56  

Integrated Systems

     116       88  

Space Technology

     51       32  
    


 


Total segment operating margin

     558       433  

Reconciliation to operating margin (2)

                

Unallocated expenses

     (110 )     (30 )

Pension expense

     (90 )     (140 )

Reversal of CAS pension expense included above

     80       71  

Reversal of royalty income included above

     (4 )     (6 )
    


 


Operating margin

     434       328  

Interest income

     16       12  

Interest expense

     (113 )     (144 )

Other, net

     10       17  
    


 


Income from continuing operations before income taxes

     347       213  

Federal and foreign income taxes

     119       39  
    


 


Income from continuing operations

     228       174  

Income from discontinued operations, net of tax

     1       80  

Gain (loss) from disposal of discontinued operations, net of tax

     3       (1 )
    


 


Net income

   $ 232     $ 253  
    


 


Diluted earnings per share

                

From continuing operations

   $ 1.25     $ .91  

Income from discontinued operations, net of tax

             .43  

Gain on disposal of discontinued operations, net of tax

     .02          
    


 


Diluted earnings per share

   $ 1.27     $ 1.34  
    


 


 

(1) Certain prior year amounts have been reclassified to conform to the 2004 presentation.
(2) Pension expense is included in determining segment operating margin to the extent that the cost is currently recognized under government Cost Accounting Standards (CAS). In order to reconcile from segment operating margin to total company operating margin, these amounts are reported under the caption “Reversal of CAS pension expense included above.” Total pension expense determined in accordance with Generally Accepted Accounting Principles (GAAP) is reported separately as a reconciling item under the caption “Pension expense.” The reconciling item captioned “Unallocated expenses” includes the portion of corporate, legal, environmental, state income tax, other retiree benefits expenses and other expenses not considered allowable under CAS and not allocated to the segments.


SCHEDULE 3

 

NORTHROP GRUMMAN CORPORATION

ADDITIONAL SEGMENT INFORMATION

($ in millions)

(unaudited)

 

     CONTRACT
ACQUISITIONS (1)


   

FUNDED

BACKLOG (2)


 
     FIRST QUARTER

    MARCH 31,

 
     2004

    2003 (4)

    2004

    2003 (4)

 

Electronic Systems

   $ 1,772     $ 1,578     $ 6,702     $ 6,735  

Ships

     1,518       850       9,823       10,016  

Information Technology

     1,212       1,326       2,283       2,344  

Mission Systems

     1,336       1,212       3,058       2,490  

Integrated Systems

     1,768       1,665       4,919       4,605  

Space Technology

     1,133       767       1,885       1,427  

Intersegment Eliminations

     (319 )     (308 )     (489 )     (340 )
    


 


 


 


Total

   $ 8,420     $ 7,090     $ 28,181     $ 27,277  
    


 


 


 


 

     TOTAL BACKLOG, MARCH 31, 2004

 
     FUNDED

    UNFUNDED (3)

   TOTAL
BACKLOG


 

Electronic Systems

   $ 6,702     $ 2,379    $ 9,081  

Ships

     9,823       3,943      13,766  

Information Technology

     2,283       2,269      4,552  

Mission Systems

     3,058       7,369      10,427  

Integrated Systems

     4,919       5,082      10,001  

Space Technology

     1,885       8,391      10,276  

Intersegment Eliminations

     (489 )     —        (489 )
    


 

  


Total

   $ 28,181     $ 29,433    $ 57,614  
    


 

  


 

(1) Contract acquisitions represent orders received during the period for which funding has been contractually obligated by the customer.
(2) Funded backlog represents unfilled orders for which funding has been contractually obligated by the customer.
(3) Unfunded backlog represents firm orders for which funding is not currently contractually obligated by the customer. Unfunded backlog excludes unexercised contract options and unfunded Indefinite Delivery Indefinite Quantity (IDIQ) orders.
(4) Certain prior year amounts have been reclassified to conform to the 2004 presentation.

 

AMORTIZATION OF PURCHASED INTANGIBLES

 

     FIRST QUARTER

     2004

   2003

Electronic Systems

   $ 21    $ 21

Ships

     10      10

Information Technology

     5      5

Mission Systems

     8      9

Integrated Systems

     4      4

Space Technology

     8      8
    

  

     $ 56    $ 57
    

  


SCHEDULE 4

 

NORTHROP GRUMMAN CORPORATION

SALES BY BUSINESS AREA WITHIN SEGMENTS

($ in millions)

(unaudited)

 

     FIRST QUARTER

 
     2004

    2003 (1)

 

Electronic Systems

                

Aerospace Systems

   $ 392     $ 356  

C4ISR & Naval Systems

     332       279  

Defensive Systems

     255       214  

Navigation Systems

     184       174  

Government Systems

     124       86  

Space Systems

     111       110  

Other

     140       119  
    


 


       1,538       1,338  
    


 


Ships

                

Surface Combatants

     470       321  

Aircraft Carriers

     440       470  

Amphibious and Auxiliary

     306       203  

Submarines

     162       132  

Commercial and International

     38       36  

Services and Other

     41       39  

Intrasegment Eliminations

     (13 )     (6 )
    


 


       1,444       1,195  
    


 


Information Technology

                

Government Information Technology

     753       624  

Enterprise Information Technology

     176       182  

Technology Services

     159       153  

Commercial Information Technology

     175       157  

Intrasegment Eliminations

     (33 )     (25 )
    


 


       1,230       1,091  
    


 


Mission Systems

                

Command, Control & Intelligence Systems

     723       557  

Missile Systems

     285       212  

Technical and Management Services

     188       165  

Intrasegment Eliminations

     (13 )     (11 )
    


 


       1,183       923  
    


 


Integrated Systems

                

Air Combat Systems

     712       516  

Airborne Early Warning/Electronic Warfare Systems

     280       179  

Airborne Ground Surveillance/Battle Management Systems

     156       130  

Intrasegment Eliminations

     (1 )     —    
    


 


       1,147       825  
    


 


Space Technology

                

Intelligence, Surveillance & Reconnaissance

     237       188  

Civil Space

     155       118  

Software Defined Radios

     143       85  

Satellite Communications

     132       133  

Missile and Space Defense

     99       88  

Technology

     52       45  

Intrasegment Eliminations

     (12 )     (9 )
    


 


       806       648  
    


 


Intersegment Eliminations

     (243 )     (154 )
    


 


Total Sales

   $ 7,105     $ 5,866  
    


 


 

(1) Certain prior year amounts have been reclassified to conform to the 2004 presentation.