Item 8.01 Other Events.
Northrop Grumman Corporation (the "company") is filing this Current Report on
Form 8-K to recast the presentation of its consolidated financial statements
that were initially filed with the Securities and Exchange Commission ("SEC") in
the company's Annual Report on Form 10-K for the year ended December 31, 2008
filed on February 10, 2009 (the "Form 10-K") to reflect the changes in its
organizational structure and reporting segments discussed below.
In January 2009, the company streamlined its organizational structure by
reducing the number of operating segments from seven to five. The five segments
are Information Systems, which combines the former Information Technology and
Mission Systems segments; Aerospace Systems, which combines the former
Integrated Systems and Space Technology segments; Electronic Systems;
Shipbuilding; and Technical Services. Intercompany sales and operating income
(loss) between the former Integrated Systems and Space Technology segments, and
between the former Information Technology and Mission Systems segments have been
eliminated as part of the realignment. The creation of the Information Systems
and Aerospace Systems segments was intended to strengthen alignment with
customers, improve the company's ability to execute on programs and win new
business, and enhance cost competitiveness.
During the first quarter of 2009, the company realigned certain logistics,
services, and technical support programs and assets from the Information Systems
and Electronic Systems segments to the Technical Services segment. This
realignment is intended to strengthen the company's core capability in aircraft
and electronics maintenance, repair and overhaul, life cycle optimization, and
training and simulation services.
During the first quarter of 2009, the company transferred certain optics and
laser programs from Information Systems to Aerospace Systems. As the operating
results of this business were not considered material, prior year sales and
operating income were not reclassified to reflect this business transfer.
The company's financial statements and other disclosures included in its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, (the "First
Quarter 10-Q") reflect the new reporting structure.
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 segment information for previously issued financial
statements incorporated by reference in such registration statement, whenever
there has been a change in reporting segments which is reflected in financial
statements for subsequent periods managed on the basis of the new organizational
structure, but which is not yet reflected in such previously issued financial
statements. Accordingly, the company is revising and including in this Form 8-K
the following portions of the Form 10-K: Business (Item 1), Risk Factors
(Item 1A), Properties (Item 2), Management's Discussion and Analysis of
Financial Condition and Results of Operations (Item 7) and Financial Statements
and Supplementary Data (Item 8). In addition, the company has included in this
Form 8-K Management's Report on Internal Control Over Financial Reporting, which
is unchanged from the Form 10-K, the Report of Independent Registered Public
Accounting Firm on Internal Control Over Financial Reporting, which reflects the
dual dating of the Report of Independent Registered Public Accounting Firm on
the Consolidated Financial Statements and Supplementary Data, and Schedule II -
Valuation and Qualifying Accounts (included as part of Item 15 of the Form
10-K), which is unchanged from the Form 10-K.
In order to preserve the nature and character of the disclosures set forth in
such items as originally filed in the Form 10-K, no attempt has been made in
this Form 8-K, and it should not be read, to modify or update disclosures as
presented in the Form 10-K to reflect events or occurrences after the date of
the filing of the Form 10-K, except for matters relating specifically to the
recasting of the presentation described above. Therefore, this Form 8-K should
be read in conjunction with the Form 10-K and the company's filings made with
the SEC subsequent to the filing of the Form 10-K, including the First Quarter
10-Q.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 23 Consent of Independent Registered Public Accounting Firm*
Exhibit 99.1 Item 1: Business*
Exhibit 99.2 Item 1A: Risk Factors*
Exhibit 99.3 Item 2: Properties*
Exhibit 99.4 Item 7: Management's Discussion and Analysis of Financial Condition
and Results of Operations*
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Exhibit 99.5 Item 8: Financial Statements and Supplementary Data*
Exhibit 99.6 Management's Report on Internal Control Over Financial Reporting*
Exhibit 99.7 Report of Independent Registered Public Accounting Firm on Internal
Control Over Financial Reporting*
Exhibit 99.8 Schedule II - Valuation and Qualifying Accounts*
* filed herewith
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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)
April 22, 2009 By: /s/ Joseph F. Coyne, Jr.
(Date) (Signature)
Joseph F. Coyne, Jr.
Corporate Vice President,
Deputy General Counsel, and Secretary
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