<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 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 APRIL 30, 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 May 31, 2000 there were 45,197,369 shares of Common Stock outstanding.
Page 1 of 18
Exhibit Index appears on Page 17.
===============================================================================
<PAGE> 2
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
INDEX
REPORT ON FORM 10-Q
FOR QUARTER ENDED APRIL 30, 2000
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations
Nine months ended April 30, 2000 and 1999................. 3
Consolidated Statements of Operations
Three months ended April 30, 2000 and 1999................ 4
Consolidated Balance Sheets
April 30, 2000 and July 31, 1999.......................... 5
Consolidated Statements of Cash Flows
Nine months ended April 30, 2000 and 1999................. 6
Notes to Consolidated Financial Statements.................. 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............. 12
Item 3. Quantitative and Qualitative Disclosures About Market
Risk...................................................... 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 16
Item 6. Exhibits and Reports on Form 8-K............................ 17
Signature.............................................................. 18
</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>
NINE MONTHS ENDED
APRIL 30,
------------------------
2000 1999
---------- ----------
<S> <C> <C>
Sales and Service Revenues.................................. $4,118,807 $3,593,967
---------- ----------
Costs and Expenses
Cost of sales............................................. 3,270,295 2,797,157
Selling, general and administrative....................... 367,361 390,934
Depreciation and amortization............................. 145,030 119,638
Gain on sale of businesses................................ (19,185) --
Special charge............................................ 5,859 --
Interest -- net........................................... 82,053 49,448
---------- ----------
Total............................................. 3,851,413 3,357,177
---------- ----------
Earnings before Taxes on Income and Cumulative Effect of a
Change in Accounting Principle............................ 267,394 236,790
Taxes on Income............................................. (115,984) (94,716)
---------- ----------
Earnings before Cumulative Effect of a Change in Accounting
Principle................................................. 151,410 142,074
Cumulative Effect of a Change in Accounting Principle, Net
of Tax.................................................... (2,777) --
---------- ----------
Net Earnings................................................ $ 148,633 $ 142,074
========== ==========
Earnings per Share:
Basic: Earnings before Cumulative Effect of a Change in
Accounting Principle........................... $ 3.31 $3.11
Cumulative Effect of a Change in Accounting
Principle........................................ $(0.06) --
Net Earnings..................................... $ 3.25 $3.11
Diluted: Earnings before Cumulative Effect of a Change in
Accounting Principle........................... $ 3.28 $3.05
Cumulative Effect of a Change in Accounting
Principle........................................ $(0.06) --
Net Earnings..................................... $ 3.22 $3.05
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
APRIL 30,
------------------------
2000 1999
---------- ----------
<S> <C> <C>
Sales and Service Revenues.................................. $1,399,014 $1,255,507
---------- ----------
Costs and Expenses
Cost of sales............................................. 1,094,081 967,574
Selling, general and administrative....................... 124,899 146,508
Depreciation and amortization............................. 49,352 39,704
Gain on sale of businesses................................ (11,614) --
Special charge............................................ (395) --
Interest -- net........................................... 27,178 16,939
---------- ----------
Total............................................. 1,283,501 1,170,725
---------- ----------
Earnings before Taxes on Income............................. 115,513 84,782
Taxes on Income............................................. (53,713) (33,913)
---------- ----------
Net Earnings................................................ $ 61,800 $ 50,869
========== ==========
Earnings per Share:
Basic..................................................... $1.35 $1.12
Diluted................................................... $1.35 $1.10
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
APRIL 30, JULY 31,
2000 1999
---------- ----------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents................................. $ 48,461 $ 30,693
Accounts receivable, net.................................. 871,783 859,074
Inventories less progress payments........................ 754,822 637,635
Deferred tax assets....................................... 416,712 436,512
Prepaid expenses.......................................... 35,489 28,900
---------- ----------
Total Current Assets.............................. 2,127,267 1,992,814
---------- ----------
Property, Plant and Equipment -- at cost.................... 1,748,660 1,564,848
Less accumulated depreciation............................. (951,155) (939,566)
---------- ----------
Property, Plant and Equipment, Net.......................... 797,505 625,282
---------- ----------
Goodwill and Other Intangibles, Net......................... 1,285,624 1,062,499
---------- ----------
Other Assets and Long-term Investments...................... 588,029 519,277
---------- ----------
Total Assets...................................... $4,798,425 $4,199,872
========== ==========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
Accounts payable.......................................... $ 298,679 $ 317,651
Accrued expenses.......................................... 518,452 555,626
Payrolls and related expenses............................. 227,404 207,622
Taxes on income........................................... 75,862 64,207
Short-term debt........................................... 198,376 162,751
Contract liabilities and customer deposits................ 331,789 392,320
---------- ----------
Total Current Liabilities......................... 1,650,562 1,700,177
---------- ----------
Long-term Obligations....................................... 1,290,889 859,315
---------- ----------
Postretirement Benefit Obligations Other than Pensions...... 224,427 205,856
---------- ----------
Deferred Tax and Other Long-term Liabilities................ 195,270 134,278
---------- ----------
Shareholders' Investment
Capital stock
Voting preferred stock -- Series B..................... 2,053 2,053
Common stock........................................... 45,333 45,560
Additional paid-in capital................................ 345,844 345,005
Retained earnings......................................... 1,095,257 955,538
Accumulated other comprehensive loss --
Cumulative currency translation adjustment............. (51,210) (47,910)
---------- ----------
Total Shareholders' Investment.................... 1,437,277 1,300,246
---------- ----------
Total Liabilities and Shareholders' Investment.... $4,798,425 $4,199,872
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
APRIL 30,
----------------------
2000 1999
--------- ---------
<S> <C> <C>
Cash and cash equivalents at beginning of period............ $ 30,693 $ 16,175
--------- ---------
Operating Activities
Net earnings.............................................. 148,633 142,074
Adjustments to reconcile net earnings to net cash provided
by operating activities
Cumulative effect of a change in accounting principle,
net of tax............................................ 2,777 --
Depreciation and amortization.......................... 145,030 119,638
Gain on sale of businesses............................. (19,185) --
Special charge......................................... 5,859 --
Net periodic pension income............................ (64,355) (46,515)
Changes in assets and liabilities, net of effects of
acquisitions/divestitures
Accounts receivable.................................. (16,745) (55,779)
Inventories.......................................... (17,337) (23,387)
Prepaid expenses..................................... (2,735) (863)
Accounts payable..................................... (66,599) (60,014)
Accrued expenses..................................... (65,504) (45,549)
Payrolls and related expenses........................ (444) 3,968
Deferred and current taxes on income................. 92,536 29,374
Contract liabilities and customer deposits........... (63,904) (17,863)
Other operating activities............................. (7,619) 9,169
--------- ---------
Cash provided by operating activities....................... 70,408 54,253
--------- ---------
Investing Activities
Purchase of businesses, net of cash acquired.............. (542,128) (92,018)
Proceeds from sale of businesses.......................... 146,962 45,990
Purchase of capital assets................................ (100,753) (86,741)
Proceeds from sale of capital assets...................... 23,146 11,545
Other investing activities................................ (9,352) (9,392)
--------- ---------
Cash used for investing activities.......................... (482,125) (130,616)
--------- ---------
Financing Activities
Proceeds from issuance of senior notes due 2009........... 396,849 --
Change in short-term debt, net............................ 34,961 172,215
Exercise of stock options................................. 5,784 15,232
Purchase of Common stock.................................. (10,704) (38,132)
Other financing activities................................ 2,595 (2,209)
--------- ---------
Cash provided by financing activities....................... 429,485 147,106
--------- ---------
Resulting in increase in cash and cash equivalents.......... 17,768 70,743
--------- ---------
Cash and cash equivalents at end of period.................. $ 48,461 $ 86,918
========= =========
Reconciliation to Consolidated Balance Sheets:
Cash and cash equivalents................................. $ 48,461 $ 86,918
Marketable securities..................................... -- 17,808
--------- ---------
Total cash and marketable securities.............. $ 48,461 $ 104,726
========= =========
Supplemental disclosure of cash flow information
Interest paid............................................. $ 93,644 $ 65,150
Income tax (refunds received) paid, net................... $ (5,862) $ 54,068
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED APRIL 30, 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 generally
accepted accounting principles 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 to Shareholders for the fiscal year ended July 31,
1999. The results of operations for the nine months ended April 30, 2000 are
not necessarily indicative of operating results for the entire year.
2. The components of inventory balances are summarized below:
<TABLE>
<CAPTION>
APRIL 30, 2000 JULY 31, 1999
-------------- -------------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
Raw materials and work in progress.......................... $1,148,641 $1,037,155
Finished goods.............................................. 53,883 32,438
---------- ----------
1,202,524 1,069,593
Less progress payments...................................... (447,702) (431,958)
---------- ----------
Net inventories............................................. $ 754,822 $ 637,635
========== ==========
</TABLE>
3. Interest (expense) income is shown below:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 30, APRIL 30,
-------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- --------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C>
Interest expense............................ $(28,734) $(18,958) $(86,136) $(55,363)
Interest income............................. 1,556 2,019 4,083 5,915
-------- -------- -------- --------
Net interest expense........................ $(27,178) $(16,939) $(82,053) $(49,448)
======== ======== ======== ========
</TABLE>
7
<PAGE> 8
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NINE MONTHS ENDED APRIL 30, 2000
4. 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 NINE MONTHS ENDED
APRIL 30, APRIL 30,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Earnings before Cumulative Effect
of a Change in Accounting
Principle....................... $ 61,800 $ 50,869 $ 151,410 $ 142,074
Preferred stock dividends......... (206) (206) (616) (616)
----------- ----------- ----------- -----------
Net earnings before Cumulative
Effect of a Change in Accounting
Principle available to common
shareholders.................... $ 61,594 $ 50,663 $ 150,794 $ 141,458
Cumulative Effect of a Change in
Accounting Principle............ -- -- (2,777) --
----------- ----------- ----------- -----------
Net earnings available to common
shareholders.................... $ 61,594 $ 50,663 $ 148,017 $ 141,458
=========== =========== =========== ===========
Weighted average common shares
outstanding used for basic
earnings per share.............. 45,485,154 45,419,150 45,529,075 45,479,120
Dilutive effect of stock
options......................... 293,381 847,883 504,815 946,352
----------- ----------- ----------- -----------
Number of shares used for diluted
earnings per share.............. 45,778,535 46,267,033 46,033,890 46,425,472
=========== =========== =========== ===========
Basic:
Earnings before Cumulative
Effect of a Change in
Accounting Principle......... $1.35 $1.12 $ 3.31 $3.11
Cumulative Effect of a Change in
Accounting Principle......... -- -- (0.06) --
----- ----- ------ -----
Net earnings per share.......... $1.35 $1.12 $ 3.25 $3.11
===== ===== ====== =====
Diluted:
Earnings before Cumulative
Effect of a Change in
Accounting Principle......... $1.35 $1.10 $ 3.28 $3.05
Cumulative Effect of a Change in
Accounting Principle......... -- -- (0.06) --
----- ----- ------ -----
Net earnings per share.......... $1.35 $1.10 $ 3.22 $3.05
===== ===== ====== =====
</TABLE>
8
<PAGE> 9
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NINE MONTHS ENDED APRIL 30, 2000
5. Comprehensive income and its components are summarized below:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 30, APRIL 30,
------------------ --------------------
2000 1999 2000 1999
------- ------- -------- --------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C>
Net earnings.................................. $61,800 $50,869 $148,633 $142,074
Currency translation adjustments.............. (2,779) (5,196) (3,300) (1,062)
------- ------- -------- --------
Total comprehensive income.................... $59,021 $45,673 $145,333 $141,012
======= ======= ======== ========
</TABLE>
6. The Company's operations are reported in four segments: Advanced
Electronics, Information Systems, Ship Systems, and Electronic Components
and Materials.
The Advanced Electronics segment designs, develops and manufactures inertial
navigation, guidance and control, IFF (identification friend or foe) and
marine electronic systems. This segment also provides electronic warfare
systems and integrates avionics systems and shipboard information and
communication systems.
The Information Systems segment designs, develops, integrates and supports
computer-based information systems and provides information technology and
services primarily for government customers.
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 results for the nine months ended
April 30, 2000 include the Avondale acquisition (discussed in Note 7) which
also is the primary reason for the increase in assets for this segment to
$1.09 billion at April 30, 2000 from $361 million at July 31, 1999.
The U.S. Government is a significant customer of the Advanced Electronics,
Information Systems and Ship Systems segments.
The Electronic Components and Materials segment is an international supplier
of complex backpanels, 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.
9
<PAGE> 10
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NINE MONTHS ENDED APRIL 30, 2000
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 30, APRIL 30,
------------------ ------------------
2000 1999 2000 1999
------- ------- ------- -------
(MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C>
Sales and Service Revenues from Unaffiliated
Customers
Advanced Electronics.............................. $ 355 $ 375 $1,026 $1,132
Information Systems............................... 368 422 1,139 1,202
Ship Systems...................................... 499 302 1,456 812
Electronic Components and Materials............... 177 156 498 448
------ ------ ------ ------
Total Sales and Service Revenues.................... $1,399 $1,255 $4,119 $3,594
====== ====== ====== ======
Intersegment Sales and Service Revenues
Advanced Electronics.............................. $ 5 $ 6 $ 17 $ 14
Information Systems............................... 4 4 11 17
Electronic Components and Materials............... 2 2 5 6
------ ------ ------ ------
Total Intersegment Sales and Service Revenues....... $ 11 $ 12 $ 33 $ 37
====== ====== ====== ======
Operating Profit (Loss)
Advanced Electronics.............................. $ 35 $ 33 $ 49 $ 89
Information Systems............................... 14 13 64 54
Ship Systems...................................... 70 45 192 114
Electronic Components and Materials............... 29 27 80 77
Gain on Sale of Businesses........................ 12 -- 19 --
Special Charge (see Note 8)....................... -- -- (6) --
Intersegment Eliminations......................... -- (1) -- (2)
------ ------ ------ ------
Operating Profit.................................. 160 117 398 332
Interest and Corporate Amounts.................... (44) (32) (131) (95)
------ ------ ------ ------
Earnings before Taxes on Income and Cumulative
Effect of a Change in Accounting Principle........ $ 116 $ 85 $ 267 $ 237
====== ====== ====== ======
</TABLE>
7. On August 2, 1999, the Company completed the acquisition of Avondale for
$39.50 per share in cash. The total purchase price was approximately $590
million and the acquisition has been accounted for under the purchase method
of accounting. Avondale, with revenues of approximately $750 million in its
fiscal year ended December 31, 1998, is engaged in the design, construction,
repair and overhaul of various types of ocean-going vessels, primarily for
the U.S. Navy. The results herein reflect a preliminary allocation of the
purchase price and changes, if any, will be reflected in the consolidated
financial statements. The preliminary goodwill amount of approximately $360
million is being amortized over twenty-five years.
8. In July 1999, the Company recorded special charges totaling $74.6 million
pre-tax and $44.8 million after-tax in connection with a plan to exit the
mainframe and professional services business at the Litton Enterprise
Solutions, Inc. ("LES") subsidiary and to consolidate certain manufacturing
facilities at its Data Systems ("DSD") and Applied Technology (now a part of
Litton Advanced Systems, Inc.) divisions to reduce excess capacity. LES and
DSD are reported in the Information Systems segment and the former Applied
Technology division ("ATD") is part of the Advanced Electronics segment. The
portion representing non-cash asset write-downs totaled $19.8 million,
pre-tax, for goodwill impairment
10
<PAGE> 11
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NINE MONTHS ENDED APRIL 30, 2000
and abandonment of software and facilities improvements. The components and
balances of the remainder of the special charges accrual at July 31, 1999
and April 30, 2000 are as follows:
<TABLE>
<CAPTION>
JULY 31, APRIL 30,
1999 PAYMENTS ADJUSTMENTS 2000
-------- -------- ----------- ---------
(MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C>
Software and hardware lease termination costs... $41.3 $(3.0) $ 6.5 $44.8
Severance and termination costs................. 10.2 (5.0) (1.8) 3.4
Other closure and exit costs.................... 3.3 (1.7) 1.2 2.8
----- ----- ----- -----
$54.8 $(9.7) $ 5.9 $51.0
===== ===== ===== =====
</TABLE>
The $5.0 million in severance and termination payments made in the first nine
months of fiscal year 2000 resulted from the termination of 484 employees out
of a total of approximately 550 to be terminated in connection with the above
actions.
In December 1999, the Company completed the sale of LES which resulted in a
pre-tax gain of $7.6 million and a special charge of $5.9 million primarily
representing an additional accrual for hardware and software lease
obligations under non-cancelable leases, partly offset by the reversal of
termination benefits relating to employees who have continued employment with
the buyer.
9. Effective August 1, 1999, the Company adopted Statement of Position 97-3
("SOP 97-3"), "Accounting by Insurance and Other Enterprises for Insurance
Related Assessments", which required a change in the accounting for
assessments by the workers' compensation second-injury fund administered by
the Department of Labor. The resulting cumulative effect of a change in
accounting principle was a charge of $2.8 million, net of tax or $.06 per
share.
11
<PAGE> 12
PART I. FINANCIAL INFORMATION (CONTINUED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company reported revenues of $1.40 billion and $4.12 billion for the
third quarter and nine months ended April 30, 2000, compared with $1.26 billion
and $3.59 billion, respectively, for the prior year's periods. Inclusive of the
effects of gain on sale of businesses and special charge, segment operating
profit for the third quarter and nine months of fiscal year 2000 amounted to
$159.5 million and $398.0 million compared with $116.9 million and $331.9
million for the corresponding periods of fiscal year 1999, respectively. Gain on
sale of businesses in the third quarter of the current fiscal year totaled $11.6
million before tax and $.5 million after tax, which reflects a lower investment
basis in the businesses sold for income tax purposes. For the nine months ended
April 30, 2000, gain on sale of businesses totaled $19.2 million before tax and
$5.0 million after tax. Net earnings before the cumulative effect of a change in
accounting principle for the third quarter and nine months of the current fiscal
year were $61.8 million and $151.4 million compared with $50.9 million and
$142.1 million, respectively, for the corresponding periods of fiscal year 1999.
Diluted earnings per share before gain on sale of businesses, special charge and
cumulative effect of a change in accounting principle rose to $1.33 and $3.24
for the current year's periods compared with $1.10 and $3.05, respectively, for
the prior year's periods. Inclusive of the effects of gain on sale of businesses
and special charge, diluted earnings per share were $1.35 and $3.28 for the
third quarter and nine months ended April 30, 2000.
ADVANCED ELECTRONICS
The Advanced Electronics segment reported revenues of $359.8 million and
operating profit of $35.5 million for the third quarter of the current fiscal
year compared with $381.4 million and $32.9 million, respectively, for prior
year's third quarter. Revenues and operating profit for the nine months of the
current fiscal year were $1.04 billion and $49.5 million, respectively, compared
with $1.15 billion and $89.3 million for the nine months of the previous fiscal
year. The decrease in revenues reflects a continued decline in sales of legacy
airborne electronics, partially offset by contributions from Denro Inc. which
was acquired in the third quarter of fiscal year 1999. Operating profit for the
current year's third quarter benefited from improved reported results by several
business units along with the favorable resolution of a contract-related claim.
Operating profit for the nine months of the current year, however, was impacted
by cost growth provisions reported in the second quarter of fiscal 2000 totaling
$34.0 million recorded for two development programs, the CG 47 Ships Automated
Electronics and SH-2G(A) Helicopter Integrated Avionics programs, at the
Company's Guidance and Control Systems division. Backlog for the Advanced
Electronics segment amounted to $1.38 billion at April 30, 2000, compared with
$1.31 billion at July 31, 1999.
INFORMATION SYSTEMS
The Information Systems segment reported revenues of $371.7 million and
$1.15 billion for the third quarter and nine months of the current fiscal year
compared with $425.6 million and $1.22 billion for the prior year's periods,
respectively. The decrease in revenues reflected lower activity in the civil
systems and services sector at the PRC Inc. subsidiary ("PRC"), the sale of
several non-core businesses and reduced revenue at DSD. Excluding the effects of
gain on sale of businesses and special charge, operating profit amounted to
$13.6 million and $63.7 million for the third quarter and nine months of the
current fiscal year compared with $13.2 million and $53.6 million for the
corresponding periods of the prior fiscal year. Operating profit for the nine
months of the current fiscal year included the reversal of $12.9 million in
contract losses no longer required as a result of the sale of LES, partially
offset by investments in development programs at DSD and lower than expected
margins on various municipal programs at PRC. Gain on sale of businesses totaled
$11.6 million in the third quarter and $19.2 million for the nine months ended
April 30, 2000. During the third quarter, the Company completed the sale of its
weather information and agricultural imaging businesses for proceeds of $127.6
million, subject to adjustment, and a preliminary gain on sale of $11.6 million
before tax. The sale of LES in December 1999 resulted in a $7.6 million gain and
a special charge of $5.9 million primarily for additional noncancelable software
and hardware lease obligations, partly offset by the reversal of termination
benefits no longer required. Firm backlog for the Information Systems segment at
April 30, 2000
12
<PAGE> 13
PART I. FINANCIAL INFORMATION (CONTINUED)
increased to $1.0 billion from $976.1 million at July 31, 1999. In addition,
this segment had unfunded backlog with potential contract values of $2.2 billion
at April 30, 2000 and July 31, 1999.
SHIP SYSTEMS
The Ship Systems segment reported revenues and operating profit of $499.3
million and $69.5 million for the third quarter of fiscal year 2000, compared
with $302.3 million and $45.2 million for the third quarter of the prior fiscal
year. The respective amounts for the nine months of fiscal year 2000 were $1.46
billion and $191.9 million, compared with $812.1 million and $114.4 million for
the first nine months of fiscal year 1999. The increases were primarily due to
the acquisition of Avondale in August 1999 and contracts moving into more
advanced stages of production at Ingalls Shipbuilding, Inc. ("Ingalls"). Current
activities at Ingalls include seven Aegis destroyers and one LHD class
amphibious assault ship for the U.S. Navy and two passenger cruise ships for a
commercial customer. Current activities at Avondale include two amphibious
assault ships under the U.S. Navy's LPD program, four Sealift support ships also
for the U.S. Navy and three double-hulled crude oil carriers for a commercial
customer. The acquisition of Avondale, along with an award from the U.S. Navy in
December 1999 to build two additional Aegis destroyers and the exercise of an
option by the U.S. Navy for the construction of a third LPD 17 Class amphibious
assault ship are the primary reasons for the increase in this segment's backlog
to $5.69 billion from $4.09 billion at July 31, 1999. Avondale, which serves as
prime contractor for the LPD 17 program, is constructing the first two ships and
the third ship will be built by a team member under a cost-reimbursable
contract. Subsequent to the end of the quarter, the U.S. Navy awarded Avondale a
contract valued at $477.7 million for the construction of a fourth LPD 17 Class
amphibious assault ship to be built by Avondale under a cost-reimbursable
contract.
ELECTRONIC COMPONENTS AND MATERIALS
Revenues and operating profit for the Electronic Components and Materials
segment were $179.0 million and $28.9 million for the third quarter of the
current fiscal year, compared with $157.8 million and $26.6 million,
respectively, for the same period of the prior year. Revenues and operating
profit for the first nine months of fiscal year 2000 were $502.6 million and
$79.8 million, compared with $454.0 million and $77.0 million for the first nine
months of fiscal year 1999. Continued demand from the wireless
telecommunications and microelectronic device markets, particularly for
backpanels, gallium arsenide wafers and brushless motors, contributed to the
improved results for this segment.
SPECIAL CHARGES
In July 1999, the Company recorded special charges totaling $74.6 million
pre-tax and $44.8 million after-tax. In connection with the facilities
consolidation at ATD, the Company recorded a special charge totaling $4.1
million which included $2.3 million for severance and related benefits for the
termination of approximately 170 employees and $1.8 million for the write-off of
software with no future use and to vacate a facility. As of the end of the third
quarter of fiscal year 2000, 112 employees have been terminated, resulting in
cash termination benefits of approximately $.7 million. Additionally, the
Company reached a decision to exit the mainframe and professional services
business at LES and recorded special charges totaling $65.2 million which
included $41.3 million in software and hardware lease termination costs, $4.0
million for employee severance and termination benefits, $16.9 million for the
write-off of software, building improvements and goodwill and $3.0 million for
other exit costs. As previously mentioned, LES was sold in the second quarter of
fiscal year 2000 resulting in a charge of $5.9 million primarily for additional
noncancelable software and hardware lease obligations of $6.5 million, partly
offset by the reversal of $1.8 million in termination benefits no longer
required. Through the end of the third quarter of fiscal year 2000, 103
employees have been terminated resulting in cash termination benefits of
approximately $1.4 million. In the fourth quarter of fiscal 1999, the Company
also recorded a special charge of $5.3 million to consolidate manufacturing
facilities at DSD. This charge included $3.9 million for severance and
termination benefits for approximately 270 employees and $1.4 million for
vacating facilities and other costs. As of the end of the third quarter of
fiscal
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PART I. FINANCIAL INFORMATION (CONTINUED)
2000, the Company has expended approximately $2.9 million in cash, primarily in
connection with the termination of 269 employees.
OTHER
Operating results for the third quarter and nine months ended April 30,
2000 included $21.4 million and $64.3 million in pre-tax periodic non-cash
pension income under the Company's defined benefit plans. The comparable amounts
for the fiscal 1999 periods were $15.5 million and $46.5 million, respectively.
These amounts when combined with the costs of the Company's other benefit plans
resulted in approximately $6.1 million and $15.3 million pre-tax income in the
third quarter and first nine months of 2000 compared with $1.7 million and $5.1
million for the prior year's periods, respectively.
Net interest expense for the third quarter and nine months ended April 30,
2000 amounted to $27.2 million and $82.1 million, compared with $16.9 million
and $49.4 million for the prior year's periods, respectively. Interest expense
was higher in the current year primarily as a result of the $400 million
principal amount of 8.00% Senior Notes due 2009 ("Senior Notes") and commercial
paper issued in connection with the August 1999 acquisition of Avondale.
Cash and cash equivalents increased to $48.5 million at April 30, 2000 from
$30.7 million at July 31, 1999. Cash flow from operations and proceeds from the
sale of businesses, along with short-term borrowings and the issuance of $400
million Senior Notes due 2009, provided the funds to meet operating needs, make
capital expenditures, finance the previously discussed acquisition of Avondale
and repurchase 283,123 shares of Common stock. Management believes that cash
flow from operations will be sufficient to meet anticipated operating needs and
fund capital expenditures for the remainder of the current fiscal year.
Additionally, at April 30, 2000, the Company had unused credit commitments of
$400 million under an existing revolving credit agreement with various banks
available for its general use. The Company also has a short-term credit
agreement totaling $400 million which serves as a back-up facility for its
commercial paper program.
EURO CONVERSION
The "Euro" was adopted on January 1, 1999 by eleven member countries of the
European Union. The existing national currencies of the participating countries
will continue to be legal tender until January 1, 2002 after which the Euro will
be the sole legal tender for the participating countries. The Company is
modifying its financial and accounting systems to incorporate the Euro. The
Company believes the Euro conversion will not have a material effect on its
consolidated financial statements.
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 1999 Annual Report on Form 10-K, and other documents, filed with
the Securities and Exchange Commission.
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<PAGE> 15
PART I. FINANCIAL INFORMATION (CONTINUED)
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As previously discussed, the Company issued Senior Notes in connection with
the acquisition of Avondale. The estimated fair value of the fixed rate Senior
Notes at April 30, 2000 was $383.2 million, and if there was a 10% decrease in
the interest rate, the estimated fair value would have been $405.4 million.
For further discussion about the Company's exposure to market risks, 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, 1999.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Litton brought suit against Honeywell, Inc. 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 that the District Court rejected in January 1995. In July 1996, the
Federal Circuit Court of Appeals reversed the District Court's decision,
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 United
States 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 a 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 January 28, 2000, the District Court entered judgment on
behalf of Honeywell. On February 25, 2000, the Company filed its appeal to the
Federal Circuit Court of Appeals.
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 of $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. In late December 1999, the District Court
issued a supplemental judgment awarding Litton $35.6 million for attorneys' fees
and costs. On January 7, 2000, Honeywell filed a Notice of Appeal.
On November 12, 1999, a lawsuit was filed in the United States District
Court for the Eastern District of Louisiana entitled Harry L. Thompson, Jr. et
al. v. Avondale Industries, Inc., et al. challenging certain actions of Avondale
Industries, Inc. ("Avondale"), a wholly-owned subsidiary of the Company, certain
Avondale officers, and certain fiduciaries under the Avondale Employee Stock
Ownership Plan (the "ESOP"). The actions were taken in connection with the sale,
by the ESOP, of approximately 4,681,000 shares of Avondale common stock during
the period from 1996 to 1998, prior to the acquisition of Avondale by the
Company in August, 1999. The lawsuit alleges that one sale involving 1,100,000
shares violated the Securities Exchange Act of 1934 and that with respect to all
of such sales, the defendants also breached fiduciary duties owed to the ESOP
participants under the Employee Retirement Income Security Act of 1974
("ERISA"). The defendants filed a joint motion for dismissal of all claims. On
March 24, 2000, the District Court granted the defendants' motions as to
plaintiffs' claims for alleged violation of the Securities Exchange Act of 1934
and denied the motion on the ERISA counts. The court has set the matter for
trial before the court on April 23, 2001.
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PART II. OTHER INFORMATION (CONTINUED)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 4.1: $400,000,000 Five-Year Credit Agreement dated March 22,
2000 among Litton Industries, Inc., a group of banks and
Morgan Guaranty Trust Company of New York, as
Administrative Agent.
Exhibit 4.2: $400,000,000 364-Day Credit Agreement dated March 22, 2000
among Litton Industries, Inc., a group of banks and Morgan
Guaranty Trust Company of New York as Administrative Agent.
Exhibit 4.3: Form of Exchange Security for the $400,000,000 8% Senior
Notes due 2009.
Exhibit 27: Financial Data Schedule.
(b) Reports on Form 8-K: There were no reports on Form 8-K filed during the
third quarter ended April 30, 2000.
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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/ CAROL A. WIESNER
------------------------------------
Carol A. Wiesner
Vice President and Controller
(Chief Accounting Officer)
June 8, 2000
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