<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 2000.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-3998
LITTON INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 95-1775499
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
21240 BURBANK BOULEVARD,
WOODLAND HILLS, CALIFORNIA 91367-6675
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
Registrant's telephone number, including area code: (818) 598-5000
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
On November 30, 2000 there were 45,518,647 shares of Common Stock
outstanding.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
INDEX
REPORT ON FORM 10-Q
FOR QUARTER ENDED OCTOBER 31, 2000
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations
Three months ended October 31, 2000 and 1999..... 3
Consolidated Balance Sheets
October 31, 2000 and July 31, 2000............... 4
Consolidated Statements of Cash Flows
Three months ended October 31, 2000 and 1999..... 5
Notes to Consolidated Financial Statements......... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 11
Item 3. Quantitative and Qualitative Disclosures About
Market Risk............................................... 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................... 14
Item 6. Exhibits and Reports on Form 8-K.................... 14
Signature................................................... 15
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
OCTOBER 31,
----------------------
2000 1999
---------- --------
<S> <C> <C>
Sales and Service Revenues.................................. $1,083,087 $999,963
Costs and Expenses
Cost of sales............................................. 903,544 818,159
Selling, general and administrative....................... 66,862 66,508
Depreciation and amortization............................. 29,966 28,820
Interest -- net........................................... 24,476 25,033
---------- --------
Total............................................. 1,024,848 938,520
---------- --------
Earnings from Continuing Operations before Taxes on Income
and Cumulative Effect of a Change in Accounting
Principle................................................. 58,239 61,443
Taxes on Income............................................. (23,878) (25,192)
---------- --------
Earnings from Continuing Operations before Cumulative Effect
of a Change in Accounting Principle....................... 34,361 36,251
Income from Discontinued Operations, Net of Tax............. 10,501 16,511
---------- --------
Earnings before Cumulative Effect of a Change in Accounting
Principle................................................. 44,862 52,762
Cumulative Effect of a Change in Accounting Principle, Net
of Tax.................................................... -- (2,777)
---------- --------
Net Earnings................................................ $ 44,862 $ 49,985
========== ========
Earnings per Share:
Basic:
Earnings from Continuing Operations before Cumulative
Effect of a Change in Accounting Principle............ $ 0.75 $ 0.79
Earnings from Discontinued Operations.................. 0.23 0.36
Cumulative Effect of a Change in Accounting
Principle............................................. -- (0.06)
---------- --------
Net Earnings........................................... $ 0.98 $ 1.09
========== ========
Diluted:
Earnings from Continuing Operations before Cumulative
Effect of a Change in Accounting Principle............ $ 0.74 $ 0.78
Earnings from Discontinued Operations.................. 0.23 0.35
Cumulative Effect of a Change in Accounting
Principle............................................. -- (0.06)
---------- --------
Net Earnings........................................... $ 0.97 $ 1.07
========== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
OCTOBER 31, JULY 31,
2000 2000
----------- ----------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents................................. $ 64,558 $ 31,855
Accounts receivable, net.................................. 467,609 471,780
Inventories less progress payments........................ 354,106 329,971
Deferred tax assets....................................... 305,075 311,362
Prepaid expenses.......................................... 24,735 22,924
Net assets of discontinued operations..................... 998,804 1,025,726
---------- ----------
Total Current Assets.............................. 2,214,887 2,193,618
---------- ----------
Property, Plant and Equipment -- at cost.................... 1,243,329 1,216,310
Less accumulated depreciation............................. (581,045) (565,609)
---------- ----------
Property, Plant and Equipment, Net.......................... 662,284 650,701
---------- ----------
Goodwill and Other Intangibles, Net......................... 897,925 911,571
---------- ----------
Other Assets and Long-term Investments...................... 504,403 481,165
---------- ----------
Total Assets...................................... $4,279,499 $4,237,055
========== ==========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities
Accounts payable.......................................... $ 257,648 $ 281,574
Accrued expenses.......................................... 373,211 400,673
Payrolls and related expenses............................. 166,875 152,219
Taxes on income........................................... 45,177 37,450
Short-term debt........................................... 118,208 81,662
Contract liabilities and customer deposits................ 147,284 167,554
---------- ----------
Total Current Liabilities......................... 1,108,403 1,121,132
---------- ----------
Long-term Obligations....................................... 1,240,455 1,242,570
---------- ----------
Pension and Other Postretirement Benefit Obligations........ 194,380 193,912
---------- ----------
Deferred Tax and Other Long-term Liabilities................ 191,627 183,591
---------- ----------
Stockholders' Investment
Capital stock
Voting preferred stock -- Series B........................ 2,053 2,053
Common stock.............................................. 45,441 45,290
Additional paid-in capital.................................. 351,609 345,391
Retained earnings........................................... 1,204,744 1,160,176
Accumulated other comprehensive loss --
Cumulative currency translation adjustment................ (54,826) (52,673)
Minimum pension liability adjustment, net of tax of
$3,048................................................. (4,387) (4,387)
---------- ----------
Total Stockholders' Investment.................... 1,544,634 1,495,850
---------- ----------
Total Liabilities and Stockholders' Investment.... $4,279,499 $4,237,055
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
OCTOBER 31,
---------------------
2000 1999
-------- ---------
<S> <C> <C>
Cash and cash equivalents at beginning of period............ $ 31,855 $ 44,907
-------- ---------
Operating Activities
Continuing Operations
Net earnings.............................................. 34,361 33,474
Adjustments to reconcile net earnings to net cash provided
by operating activities
Depreciation and amortization........................... 29,966 28,820
Net periodic pension income............................. (16,030) (11,675)
Cumulative effect of a change in accounting principle,
net of tax............................................. -- 2,777
Changes in assets and liabilities, net of effects of
acquisitions/divestitures
Accounts receivable................................... (827) (29,985)
Inventories........................................... (31,720) 14,818
Prepaid expenses...................................... (1,905) 2,449
Accounts payable...................................... (23,349) (32,477)
Accrued expenses...................................... (27,357) (28,094)
Payrolls and related expenses......................... 16,910 14,808
Deferred and current taxes on income.................. 22,790 17,242
Contract liabilities and customer deposits............ (20,270) (23,336)
Other operating activities.............................. 1,259 (2,032)
-------- ---------
Total from continuing operations............................ (16,172) (13,211)
Net operating activities of discontinued operations......... 43,523 17,151
-------- ---------
Cash provided by operating activities....................... 27,351 3,940
-------- ---------
Investing Activities
Continuing Operations
Purchase of capital assets................................ (32,803) (23,451)
Purchase of businesses, net of cash acquired.............. -- (536,121)
Other investing activities................................ 4,118 659
-------- ---------
Total from continuing operations............................ (28,685) (558,913)
Net investing activities of discontinued operations......... (609) (4,458)
-------- ---------
Cash used for investing activities.......................... (29,294) (563,371)
-------- ---------
Financing Activities
Continuing Operations
Change in short-term debt, net............................ 37,671 193,165
Proceeds from issuance of long-term obligations........... -- 397,127
Other financing activities................................ 2,466 (2,739)
-------- ---------
Total from continuing operations............................ 40,137 587,553
Net financing activities of discontinued operations......... (5,491) (2,124)
-------- ---------
Cash provided by financing activities....................... 34,646 585,429
-------- ---------
Resulting in increase in cash and cash equivalents.......... 32,703 25,998
-------- ---------
Cash and cash equivalents at end of period.................. $ 64,558 $ 70,905
======== =========
Supplemental disclosure of cash flow information
Interest paid............................................. $ 43,491 $ 37,802
Income taxes paid, net.................................... $ 2,688 $ 8,154
Acquisition of businesses:
Fair value of assets acquired........................... $ -- $ 737,382
Less: Liabilities assumed............................... -- 162,312
Cash acquired...................................... -- 38,949
-------- ---------
Net cash paid........................................... $ -- $ 536,121
======== =========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED OCTOBER 31, 2000
1. The amounts included in this report are unaudited; however, in the
opinion of management, all adjustments necessary for a fair statement of results
for the stated periods have been included. These adjustments are of a normal
recurring nature. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted. Certain reclassifications of prior period information were made for
comparative purposes. These interim consolidated financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's Annual Report on Form 10-K for the fiscal year ended July 31,
2000. The results of operations for the three months ended October 31, 2000 are
not necessarily indicative of operating results for the entire year.
2. The components of inventory balances are summarized below:
<TABLE>
<CAPTION>
OCTOBER 31, JULY 31,
2000 2000
----------- ---------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
Raw materials and work in progress.......................... $ 663,331 $ 617,818
Finished goods.............................................. 20,976 18,253
--------- ---------
684,307 636,071
Less progress payments...................................... (330,201) (306,100)
--------- ---------
Net inventories............................................. $ 354,106 $ 329,971
========= =========
</TABLE>
3. Interest (expense) income is shown below:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
OCTOBER 31,
----------------------
2000 1999
--------- ---------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
Interest expense............................................ $(25,709) $(26,218)
Interest income............................................. 1,233 1,185
-------- --------
Net interest expense........................................ $(24,476) $(25,033)
======== ========
</TABLE>
4. Comprehensive income and its components are summarized below:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
OCTOBER 31,
----------------------
2000 1999
--------- ---------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
Net earnings................................................ $44,862 $49,985
Currency translation adjustments............................ (2,153) 1,900
------- -------
Total comprehensive income.................................. $42,709 $51,885
======= =======
</TABLE>
6
<PAGE> 7
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED OCTOBER 31, 2000
5. Basic earnings per share ("EPS") is calculated based on the weighted
average number of shares outstanding and diluted EPS includes the effects of
dilutive potential common shares.
The following table sets forth the computation of basic and diluted
earnings per share:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
OCTOBER 31,
------------------------------
2000 1999
------------- -------------
(THOUSANDS OF DOLLARS, EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Earnings from Continuing Operations before Cumulative
Effect of a Change in Accounting Principle.............. $ 34,361 $ 36,251
Preferred stock dividends................................. (205) (205)
----------- -----------
Earnings from Continuing Operations before Cumulative
Effect of a Change in Accounting Principle available to
common stockholders..................................... 34,156 36,046
Income from Discontinued Operations, Net of Tax........... 10,501 16,511
----------- -----------
Earnings before Cumulative Effect of a Change in
Accounting Principle available to common stockholders... 44,657 52,557
Cumulative Effect of a Change in Accounting Principle, Net
of Tax.................................................. -- (2,777)
----------- -----------
Net earnings available to common stockholders............. $ 44,657 $ 49,780
=========== ===========
Weighted average common shares outstanding used for basic
earnings per share...................................... 45,492,281 45,577,845
Dilutive effect of stock options.......................... 492,215 764,752
----------- -----------
Number of shares used for diluted earnings per share...... 45,984,496 46,342,597
=========== ===========
Basic:
Earnings from Continuing Operations before Cumulative
Effect of a Change in Accounting Principle........... $ 0.75 $ 0.79
Income from Discontinued Operations..................... 0.23 0.36
Cumulative Effect of a Change in Accounting Principle... -- (0.06)
----------- -----------
Net earnings............................................ $ 0.98 $ 1.09
=========== ===========
Diluted:
Earnings from Continuing Operations before Cumulative
Effect of a Change in Accounting Principle........... $ 0.74 $ 0.78
Income from Discontinued Operations..................... 0.23 0.35
Cumulative Effect of a Change in Accounting Principle... -- (0.06)
----------- -----------
Net earnings............................................ $ 0.97 $ 1.07
=========== ===========
</TABLE>
6. The Company's continuing operations are reported in three segments:
Information Systems, Ship Systems, and Electronic Components and Materials. See
Note 7 for discussion of discontinued operations.
The Information Systems segment designs, develops, integrates and supports
computer-based information systems and provides information technology and
services primarily for government customers.
7
<PAGE> 8
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED OCTOBER 31, 2000
The Ship Systems segment is engaged in the building of large multimission
surface ships for the U.S. Navy as well as other government and commercial
customers worldwide and is a provider of overhaul, repair, modernization, ship
design and engineering services.
The U.S. Government is a significant customer of the Information Systems
and Ship Systems segments.
The Electronic Components and Materials segment is an international
supplier of complex backplanes, connectors, laser crystals, solder materials,
specialty products and other electronic components used primarily in the
telecommunications, industrial and computer markets.
Corporate amounts include primarily general corporate expenses.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
OCTOBER 31,
----------------------
2000 1999
--------- ---------
(MILLIONS OF DOLLARS)
<S> <C> <C>
Sales and Service Revenues from Unaffiliated Customers
Information Systems....................................... $ 339 $ 368
Ship Systems.............................................. 544 472
Electronic Components and Materials....................... 200 160
------ ------
Total Sales and Service Revenues.......................... $1,083 $1,000
====== ======
Intersegment Sales and Service Revenues
Information Systems....................................... $ 2 $ 1
Electronic Components and Materials....................... 2 2
------ ------
Total Intersegment Sales and Service Revenues............. $ 4 $ 3
====== ======
Operating Profit
Information Systems....................................... $ 19 $ 20
Ship Systems.............................................. 45 59
Electronic Components and Materials....................... 33 24
------ ------
Operating Profit.......................................... 97 103
Interest and Corporate Amounts............................ (39) (42)
------ ------
Earnings from Continuing Operations before Taxes on Income
and Cumulative Effect of a Change in Accounting
Principle.................................................. $ 58 $ 61
====== ======
</TABLE>
7. Discontinued Operations -- On November 3, 2000, the Company's Board of
Directors approved a formal plan to sell the Advanced Electronics segment. The
principal businesses comprising the Advanced Electronics segment are navigation,
guidance and control systems, marine electronics and electronic warfare systems.
The results of operations, financial position, and cash flows of the Advanced
Electronics segment have been reclassified as discontinued operations; and, for
all periods presented, the consolidated financial statements and notes have been
reclassified to conform to this presentation. The Company expects to sell the
associated businesses within one year. Management believes the sum of segment
income through the disposal date and the proceeds from the sale of the Advanced
Electronics segment will exceed the sum of current book value and costs and
expenses directly attributable to the sale. The resulting expected gain on
disposal will be recorded when it is realized.
8
<PAGE> 9
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED OCTOBER 31, 2000
The results of discontinued operations for the three months ended October
31, 2000 and 1999 are summarized as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
OCTOBER 31,
----------------------
2000 1999
--------- ---------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
Sales....................................................... $329,660 $370,827
Earnings Before Taxes on Income............................. $ 17,797 $ 27,984
Taxes on Income............................................. (7,296) (11,473)
-------- --------
Net Earnings from Discontinued Operations......... $ 10,501 $ 16,511
======== ========
</TABLE>
The above amounts do not include an allocation of corporate interest
expense or allocated corporate overhead. Tax expense has been allocated to the
Advanced Electronics segment on a method that approximates the separate return
method.
The net assets of the discontinued operations in the October 31, 2000 and
July 31, 2000 consolidated balance sheets are comprised of:
<TABLE>
<CAPTION>
OCTOBER 31, JULY 31,
2000 2000
----------- ----------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
Assets
Accounts receivable....................................... $ 297,155 $ 348,755
Inventories less progress payments........................ 420,337 426,573
Other current assets...................................... 93,783 88,334
Property, plant and equipment, net........................ 194,752 200,572
Goodwill and other intangibles, net....................... 344,757 355,945
Other non-current assets.................................. 217,385 204,373
---------- ----------
Total Assets...................................... $1,568,169 $1,624,552
---------- ----------
Liabilities
Accounts payable.......................................... $ 67,614 $ 81,764
Accrued expenses.......................................... 103,901 119,887
Payroll and related expenses.............................. 74,344 73,606
Other current liabilities................................. 133,671 135,054
Non-current liabilities................................... 189,835 188,515
---------- ----------
Total Liabilities................................. $ 569,365 $ 598,826
---------- ----------
Net Assets of Discontinued Operations............. $ 998,804 $1,025,726
========== ==========
</TABLE>
Results of discontinued operations for the three months ended October 31,
2000 included a $15 million charge for additional costs growth on a fixed-price
development program for electronic shipboard modernization of the U.S. Navy CG
47 Cruisers. The cost and effort to develop, integrate and install the
customized "Smart Ship" software system was more than originally contemplated by
both parties. As a result, the Company is currently in discussion with the Navy
to restructure the program. The Company has therefore recorded expected cost
growth through ship three of the eight-ship program, which does not include
potential reimbursement of requests for equitable adjustment for completed work.
To date, no loss has been recorded on ships four through eight, as management is
in discussions with the Navy to address contractual issues affecting future ship
upgrades and the ultimate outcome of these discussions cannot be presently
determined. If the discussions do not proceed favorably, additional losses may
result net of any potential reimbursement of requests for equitable adjustments.
9
<PAGE> 10
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED OCTOBER 31, 2000
8. Effective August 1, 2000, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities." SFAS 133 requires that all derivatives, including
foreign currency exchange contracts, be recognized as assets or liabilities in
the consolidated balance sheet and measured at fair value. The Company enters
into forward contracts primarily to hedge certain sales and purchase commitments
denominated in foreign currencies to limit the effect of exchange rate
fluctuations on its results of operations and cash flows. These forward
contracts are designated as fair value hedges and are expected to be highly
effective as the terms of the forward contracts are generally the same as the
sales and purchase commitments. Any gains or losses resulting from changes in
fair value would be recognized in income with an offsetting adjustment to income
for changes in the fair value of the hedged item. The forward contracts
generally have maturity dates of up to two years. The adoption of SFAS 133 did
not result in a material impact to the Company's consolidated financial
statements.
On the date the Company enters into a derivative contract, management
designates the derivative as a hedge of the identified exposure. The Company
formally documents all relationships between hedging instruments and hedged
items, as well as its risk-management objective and strategy for undertaking
various hedge transactions. In this documentation, the Company specifically
identifies the asset, liability, firm commitment, or forecasted transaction that
has been designated as a hedged item and states how the hedging instrument is
expected to hedge the risks related to the hedged item. The Company formally
measures effectiveness of its hedging relationships both at the hedge inception
and on an ongoing basis in accordance with its risk management policy. For all
qualifying and highly effective fair value hedges, the changes in the fair value
of a derivative and the loss or gain on the hedged asset or liability relating
to the risk being hedged are recorded currently in earnings. The notional amount
of derivatives outstanding at October 31, 2000 was $35.9 million. An unrealized
loss of $5.3 million on the forward contracts, and an offsetting unrealized gain
of $5.3 million on the underlying hedged transactions, were recorded as a
liability and asset, respectively, in the consolidated financial statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements", with an effective date no later than the fourth quarter of the
Company's fiscal year 2001. The Company believes that its revenue recognition
practices are already consistent with the requirements of SAB No. 101.
10
<PAGE> 11
PART I. FINANCIAL INFORMATION (CONTINUED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
In the fourth quarter of fiscal year 2000, the Company transferred its
Integrated Systems division (formerly known as the Data Systems division) from
the Information Systems segment to the Advanced Electronics segment.
Accordingly, the information for the first quarter of fiscal year 2000 has been
restated to reflect this change. As previously discussed, the decision to sell
the businesses comprising the Advanced Electronics segment has resulted in the
reclassification of financial results for all periods presented herein as
discontinued operations.
RESULTS OF CONTINUING OPERATIONS
The Company reported revenues and segment operating profit of $1.08 billion
and $97.5 million for the first quarter ended October 31, 2000 compared with
$1.0 billion and $103.0 million, respectively, for the first quarter of fiscal
year 2000. Net earnings and diluted earnings per share for the first three
months of fiscal year 2001 were $34.4 million and $.74, respectively, compared
with net earnings and diluted earnings per share before cumulative effect of a
change in accounting principle of $36.3 million and $.78, respectively for the
prior fiscal year. The cumulative effect of a change in accounting principle
(net of tax) of $2.8 million or $.06 per share resulted from the first quarter
fiscal year 2000 adoption of Statement of Position 97-3, which required a change
in the accounting for assessments by the workers' compensation second-injury
fund administered by the Department of Labor.
INFORMATION SYSTEMS
The Information Systems segment reported revenues and operating profit of
$341.0 million and $19.1 million for the first quarter of fiscal year 2001
compared with $368.9 million and $20.0 million, respectively, for the first
quarter of fiscal year 2000. While operating margins improved slightly, revenues
decreased as a result of the sale of several non-core businesses during fiscal
year 2000 and the completion of two long-term programs at the Company's PRC Inc.
subsidiary in the first quarter of the current fiscal year. Firm backlog at
October 31, 2000 for the Information Systems segment increased to $952.1 million
from $777.5 million at July 31, 2000. This increase was primarily due to a
contract awarded by the U.S. government to provide systems engineering and
technical assistance for communications related systems. The segment reported
non-firm unfunded backlog with potential contract values of $2.3 billion at
October 31, 2000 compared with $2.1 billion at July 31, 2000.
SHIP SYSTEMS
The Ship Systems segment reported revenues and operating profit of $544.0
million and $45.7 million for the first quarter of fiscal year 2001 compared
with $472.4 million and $58.6 million for the first three months of fiscal year
2000. Revenues increased due mainly to higher levels of construction activities
on long-term contracts at the Company's Ingalls Shipbuilding Inc. subsidiary
("Ingalls"). Current construction activities at Ingalls include six Aegis
destroyers and the seventh LHD class amphibious assault ship for the U.S. Navy
and two passenger cruise ships for a commercial customer. Major contracts under
construction at Avondale Industries, Inc. ("Avondale") include four Sealift
support ships and three LPD 17 Class amphibious assault ships for the U.S. Navy
and three double-hulled Polar tankers for a commercial customer. Avondale is
currently under contract to construct three ships for the LPD 17 program while a
fourth is being built by a team member under a cost reimbursable contract. Ship
Systems operating profit was negatively impacted by the increasing mix of lead
ship activity on the double-hulled Polar tankers, LPD 17 program and commercial
cruise ships. During the quarter the Company recorded cost growth of $20 million
in the Polar tanker program, which was substantially offset by favorable changes
in estimated overhead rates and other items. Future performance on the overall
program will be determined after completion of lead ship testing and evaluation
during upcoming sea trials and a full assessment of the benefits of productivity
improvement initiatives undertaken by management. Concurrent with these
measurements, management is discussing cost containment and revised delivery
schedules for the remaining tankers with its subcontractors and customer. Ship
Systems backlog was $5.6 billion at the end of the first quarter versus $5.8
billion at the end of fiscal year 2000.
11
<PAGE> 12
PART I. FINANCIAL INFORMATION (CONTINUED)
ELECTRONIC COMPONENTS AND MATERIALS
Revenues and operating profit for the Electronic Components and Materials
segment were $201.5 million and $32.7 million for the first quarter of the
current fiscal year, compared with $161.5 million and $24.4 million,
respectively, for the same period of the prior year. Sales increases of
approximately 30% at Litton's Interconnect Products and Electronic Materials
divisions combined to generate the quarter's strong results, demonstrating
continued strong demand from the segment's telecommunications and networking
customers. The outlook for growth opportunities in commercial electronics
remains favorable and, in response, the Company has increased capital spending
on new product development and production capacity expansion.
PENSION INCOME
Operating results for the first quarter of fiscal years 2001 and 2000
included $16.0 million and $11.7 million, respectively, in pre-tax periodic
non-cash pension income under the Company's defined benefit plans. These
amounts, when combined with the costs of the Company's other benefit plans,
resulted in approximately $5.7 million and $1.6 million pre-tax income,
respectively.
DISCONTINUED OPERATIONS
As discussed in Note 7, on November 3, 2000, the Company's Board of
Directors approved a formal plan to sell the Advanced Electronics segment.
Accordingly, results for this segment have been classified as discontinued
operations. The Company expects to sell the associated businesses within one
year. Management believes the sum of segment income through the disposal date
and proceeds from the sale will exceed the sum of current book value and costs
and expenses directly attributable to the sale. The resulting expected gain on
disposal will be recorded when it is realized.
Net earnings from discontinued operations amounted to $10.5 million for the
first quarter of fiscal year 2001 as compared with $16.5 million for the first
quarter of the prior year. Diluted earnings per share for the same periods were
$.23 and $.35, respectively. The current quarter's results were adversely
affected by additional cost growth provision totaling $15 million for the CG 47
Ships Automated Electronics program, a fixed-price development program for
electronic shipboard modernization of U.S. Navy cruisers. The cost and effort to
develop, integrate and install the customized "Smart Ship" software system was
more than originally contemplated by both parties. As a result, the Company is
currently in discussion with the Navy to restructure the program. The Company
has therefore recorded expected cost growth through ship three of the eight-ship
program, which does not include potential reimbursement of requests for
equitable adjustment for completed work. To date, no loss has been recorded on
ships four through eight, as management is in discussions with the Navy to
address contractual issues affecting future ship upgrades and the ultimate
outcome of these discussions cannot be presently determined. If the discussions
do not proceed favorably, additional losses may result net of any potential
reimbursement of requests for equitable adjustments. The Navy formally accepted
delivery of the first ship, the USS Ticonderoga, in the fourth quarter of fiscal
year 2000. The second ship in the program, the USS Monterey, successfully
completed sea trials in October, performing beyond customer expectations during
46 shipwide exercises. The USS Monterey installation took approximately 20
weeks, a substantial improvement over the 70 weeks for the first CG 47 upgrade.
LIQUIDITY AND CAPITAL RESOURCES
Cash and marketable securities increased to $64.6 million at October 31,
2000 from $31.9 million at July 31, 2000. Net cash used by operating activities
of continuing operations amounted to $16.2 million for the first three months of
the current fiscal year compared with a net use of $13.2 million for the first
three months of the prior fiscal year. Inclusive of discontinued operations, net
cash provided by operating activities amounted to $27.4 million for the first
quarter of the current fiscal year compared with $3.9 million for the first
quarter of the prior fiscal year. Net cash used for investing activities in the
prior year's first quarter included the acquisition of Avondale on August 2,
1999, for which the Company issued $400 million of 8% senior notes
12
<PAGE> 13
PART I. FINANCIAL INFORMATION (CONTINUED)
due 2009 and short-term borrowings. Capital expenditures were higher in the
current year's first quarter due mainly to investments made by the Ship Systems
segment to improve productivity and by the Electronic Components and Materials
segment to expand capacity and for new product development. Management believes
that cash flow from operations, along with available borrowing capacity, will be
sufficient to meet anticipated operating needs and to fund capital spending
programs. At October 31, 2000, the Company had unused credit commitments of $800
million under two revolving credit agreements with various banks which serve as
back-up facilities for its commercial paper program.
Net interest expense for the current year's first quarter amounted to $24.5
million compared with $25.0 million for the prior year's period.
NEW ACCOUNTING STANDARDS
Effective August 1, 2000, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities". SFAS 133 requires that all derivatives, including
foreign currency exchange contracts, be recognized as assets or liabilities in
the consolidated balance sheet and measured at fair value. The Company enters
into forward contracts primarily to hedge certain sales and purchase commitments
denominated in foreign currencies to limit the effect of exchange rate
fluctuations on its results of operations and cash flows. These forward
contracts are designated as fair value hedges and are expected to be highly
effective as the terms of the forward contracts are generally the same as the
sales and purchase commitments. Any gains or losses resulting from changes in
fair value would be recognized in income with an offsetting adjustment to income
for changes in the fair value of the hedged item. The forward contracts
generally have maturity dates of up to two years. The adoption of SFAS 133 did
not result in a material impact to the Company's consolidated financial
statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements", with an effective date no later than the fourth quarter of the
Company's fiscal year 2001. The Company believes that its revenue recognition
practices are already consistent with the requirements of SAB No. 101.
SAFE HARBOR CAUTIONARY STATEMENT
This document contains forward-looking statements made in reliance upon the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements reflect management's current assumptions and
estimates of future performance and economic conditions, and are subject to
risks and uncertainties that could cause actual results to differ materially.
For a discussion identifying important factors that could cause actual results
to vary materially from those anticipated in the forward-looking statements, see
the Company's 2000 Annual Report on Form 10-K, and other documents, filed with
the Securities and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Part II, Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," of the Company's Annual Report on Form
10-K for the fiscal year ended July 31, 2000 for a discussion of its exposure to
market risks. There has been no significant change during the first quarter
ended October 31, 2000.
13
<PAGE> 14
PART I. FINANCIAL INFORMATION (CONTINUED)
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Litton brought suit against Honeywell, Inc. ("Honeywell") for patent
infringement relating to the manufacture of ring laser gyro navigation systems
used in commercial aircraft. In August 1993, the jury rendered a verdict in
favor of Litton which the District Court rejected in January 1995. In July 1996,
the Federal Circuit Court of Appeals reversed the District Court's decision and
reinstated parts of the jury's verdict related to liability in favor of Litton
and ordered a new trial on the amount of damages. In March 1997, the U.S.
Supreme Court vacated the Court of Appeals' ruling and remanded the case to the
Court of Appeals for further consideration. On April 7, 1998, the Court of
Appeals reinstated its finding that the patent was valid, however, it remanded
the case back to the District Court for determination on both liability and
damages. In July 1999, the District Court heard motions for summary judgment
filed on behalf of Litton and Honeywell. On September 23, 1999, the U.S.
District Court granted Honeywell's motions rejecting the patent and state law
claims. On February 28, 2000, the Company filed an appeal of the District
Court's ruling in the Federal Circuit Court of Appeals. Briefs have been filed
by both sides and the parties await a hearing before the Appellate Court. On
November 1, 2000, the parties presented oral arguments to the Court of Appeals.
As of this writing, the Court has not issued a decision.
Litton also brought suit against Honeywell for illegal monopolization of
the market for inertial reference systems for large commercial air transport,
commuter and business aircraft. In February 1996, a jury rendered a verdict in
favor of Litton. The District Court upheld the jury's verdict on liability, but
declined to enter the jury's damage award on the basis that Litton's damages
study did not disaggregate damages among legal and illegal conduct. A new trial
limited to the amount of damages resulted in a jury verdict on December 9, 1998,
of $250 million in favor of Litton. On January 27, 1999, U.S. District Court
Judge Mariana R. Pfaelzer entered a final judgment against Honeywell for $250
million which, by law, is trebled to $750 million, plus post-judgment interest
from the date of entry of judgment, costs and attorney fees. On May 20, 1999,
the court heard Honeywell's post trial motions. On September 23, 1999, the court
denied Honeywell's motions as they related to Litton Systems, Inc. but granted a
motion regarding Litton Systems Canada, holding it did not have standing or
jurisdiction to bring its claims in the United States. As a result of that
ruling, the judgment against Honeywell was reduced to $660 million plus
interest, attorney fees and costs. Both Honeywell and Litton have appealed the
judge's decision to the Ninth Circuit Court of Appeals. Briefs have been filed
and the parties await a hearing before the Appellate Court.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<S> <C>
Exhibit 3.2: Restated By-laws of the Company, dated December 8, 2000.
Exhibit 10.1: 2000 Long-Term Stock Incentive Plan.
Exhibit 27: Financial Data Schedule.
</TABLE>
(b) Reports on Form 8-K: There were no reports on Form 8-K filed during the
first quarter ended October 31, 2000.
14
<PAGE> 15
PART I. FINANCIAL INFORMATION (CONTINUED)
SIGNATURE
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 thereunto duly authorized.
LITTON INDUSTRIES, INC.
(Registrant)
By /s/ SANDRA J. WRIGHT
------------------------------------
Sandra J. Wright
Vice President and Controller
(Chief Accounting Officer)
December 12, 2000
15
<PAGE> 16
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
3.2 Restated By-laws of Company, dated December 8, 2000
10.1 2000 Long-Term Stock Incentive Plan
27 Financial Data Schedule
