UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
June 17, 2011
For the quarterly period ended December 31, 2010
NORTHROP GRUMMAN CORPORATION(Exact name of registrant as specified in its charter)
| | | | | |
| DELAWARE | | 1-16411 | | 80-0640649 |
(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(310) 553-6262
(Address and telephone number of principal executive offices)
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12)
o Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
o Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
NORTHROP GRUMMAN CORPORATION
Northrop Grumman Corporation (the “company”) is filing this Current Report onForm 8-K to recast the presentation of its consolidated financial statements that were initially filed with the Securities and Exchange Commission (“SEC”) on February 9, 2011 in our Annual Report onForm 10-K for the year ended December 31, 2010 (the“Form 10-K”). The recasting reflects the reclassification of our Shipbuilding business (“Shipbuilding”) as discontinued operations.
Effective March 31, 2011, we completed the spin-off to our shareholders of Huntington Ingalls Industries, Inc. (“HII”), which was formed to operate the company’s Shipbuilding business. The spin-off was the culmination of our exploration of strategic alternatives for Shipbuilding. We believe that the separation of Shipbuilding is in the best interests of shareholders, customers, and employees and allows both Northrop Grumman and Shipbuilding to pursue more effectively their respective opportunities to maximize shareholder value. As a result of the spin-off, the assets, liabilities, results of operations and cash flows for the former Shipbuilding segment were classified as discontinued operations in our condensed consolidated financial statements and other disclosures included in ourForm 10-Q for the quarter ended March 31, 2011, (the “First Quarter10-Q”).
The SEC requires a registrant to include or incorporate by reference in a registration statement filed with the SEC under the Securities Act of 1933 (the “Securities Act”), recasted information for previously issued financial statements whenever a component of the registrant is reflected as discontinued operations in financial statements for subsequent periods. Accordingly, we are revising and including in thisForm 8-K the following portions of theForm 10-K: Business (Item 1), Selected Financial Data (Item 6), Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7) and Financial Statements and Supplementary Data (Item 8).
In order to preserve the nature and character of the disclosures set forth in theForm 10-K, the items included in this Form 8-K have been updated solely for matters relating specifically to the reclassification of Shipbuilding as discontinued operations as described above. No attempt has been made in theForm 8-K, and it should not be read, to modify or update other disclosures as presented in theForm 10-K to reflect events or occurrences after the date of the filing of theForm 10-K, February 9, 2011. Therefore, thisForm 8-K should be read in conjunction with theForm 10-K filed February 9, 2011, and the company’s filings made with the SEC subsequent to the filing of theForm 10-K, including the First Quarter10-Q. References in the attached exhibits to theForm 10-K or parts thereof refer to theForm 10-K for the year ended December 31, 2010, except to the extent portions of suchForm 10-K have been recast in thisForm 8-K, in which case, they refer to the applicable recast portion in thisForm 8-K.
| |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit 12(a) Computation of Ratio of Earnings to Fixed Charges*
Exhibit 23 Consent of Independent Registered Public Accounting Firm*
Exhibit 99.1 Item 1. Business*
Exhibit 99.2 Item 6. Selected Financial Data*
Exhibit 99.3 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations*
Exhibit 99.4 Item 8. Financial Statements and Supplementary Data*
-1-
NORTHROP GRUMMAN CORPORATION
SIGNATURE(S)
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)
| | |
| | By: | /s/ Jennifer C. McGarey
|
(Signature)
Jennifer C. McGarey
Corporate Vice President and Secretary
June 17, 2011
(Date)
-2-
NORTHROP GRUMMAN CORPORATION
EXHIBIT INDEX
Exhibit 12(a) Computation of Ratio of Earnings to Fixed Charges*
Exhibit 23 Consent of Independent Registered Public Accounting Firm*
Exhibit 99.1 Item 1. Business*
Exhibit 99.2 Item 6. Selected Financial Data*
Exhibit 99.3 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations*
Exhibit 99.4 Item 8. Financial Statements and Supplementary Data*
-3-
