SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (No fee required)
For the fiscal years ended December 31, 2001 and 2000
OR
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (No fee required)
For the transition period from __________ to ____________
Commission file number 1-12385
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
NEWPORT NEWS SHIPBUILDING
SAVINGS (401(k)) PLAN FOR UNION ELIGIBLE EMPLOYEES
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
NORTHROP GRUMMAN CORPORATION
1840 Century Park East
Los Angeles, California 90067
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEWPORT NEWS SHIPBUILDING
SAVINGS (401(k)) PLAN FOR UNION ELIGIBLE EMPLOYEES
Dated: June 28, 2002 /s/ Gary W. McKenzie
_____________________________________
By Gary W. McKenzie
Vice President-Tax
NEWPORT NEWS SHIPBUILDING
SAVINGS (401(k)) PLAN FOR UNION ELIGIBLE EMPLOYEES
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORTS 1-2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of
December 31, 2001 and 2000 3
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 2001 4
Notes to Financial Statements 5-7
SUPPLEMENTAL SCHEDULE -
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
as of December 31, 2001 8
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of the
Newport News Shipbuilding Savings (401(k)) Plan
for Union Eligible Employees:
We have audited the accompanying statement of net assets available for benefits
of the Newport News Shipbuilding Savings (401(k)) Plan for Union Eligible
Employees (the "Plan") as of December 31, 2001, and the related statement of
changes in net assets available for benefits for the year then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2001, and the changes in its net assets available for plan benefits for the year
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 31, 2001 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. Such supplemental schedule has been subjected to the auditing
procedures applied in our audit of the basic 2001 financial statements and, in
our opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
--------------------------
Richmond, Virginia
June 27, 2002
Report of independent public accountants
To Newport News Shipbuilding Inc.:
We have audited the accompanying statements of net assets available for benefits
of the Newport News Shipbuilding Savings (401(k)) Plan for Union Eligible
Employees (the Plan) as of December 31, 2000 and 1999, and the related statement
of changes in net assets available for benefits for the year ended December 31,
2000. These financial statements and the schedule referred to below are the
responsibility of the Plan's Management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 2000, is presented for purposes of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Vienna, Virginia
June 15, 2001
THIS REPORT IS A COPY OF A PREVIOUSLY ISSUED ANDERSEN REPORT AND THE REPORT HAS
NOT BEEN REISSUED BY ANDERSEN
NEWPORT NEWS SHIPBUILDING
SAVINGS (401(k)) PLAN FOR UNION ELIGIBLE EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF
DECEMBER 31, 2001 AND 2000
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ASSETS 2001 2000
INVESTMENTS, At fair market value $29,184,938 $26,420,357
RECEIVABLES:
Participant contributions 84,617 84,920
Interest - 8,954
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Total assets 29,269,555 26,514,231
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LIABILITIES
MANAGEMENT FEES PAYABLE - 10,050
OTHER LIABILITIES - 15,436
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Total liabilities - 25,486
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NET ASSETS AVAILABLE FOR BENEFITS $29,269,555 $26,488,745
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See accompanying notes to financial statements.
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NEWPORT NEWS SHIPBUILDING
SAVINGS (401(k)) PLAN FOR UNION ELIGIBLE EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE
YEAR ENDED DECEMBER 31, 2001
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INVESTMENT LOSS:
Net depreciation in fair value of investments $ (690,384)
Dividends and interest 142,512
------------
Total investment loss (547,872)
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CONTRIBUTIONS:
Participant 4,406,882
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DEDUCTIONS:
Benefits paid to participants 1,033,360
Other 44,840
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Total deductions 1,078,200
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NET INCREASE 2,780,810
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 26,488,745
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End of year $ 29,269,555
============
See accompanying notes to financial statements.
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NEWPORT NEWS SHIPBUILDING
SAVINGS (401(k)) PLAN FOR UNION ELIGIBLE EMPLOYEES
NOTES TO FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 2001 AND 2000
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1. DESCRIPTION OF THE PLAN
The following description of the Newport News Shipbuilding Savings
(401(k)) Plan for Union Eligible Employees (the "Plan") provides only
general information. Participants should refer to the plan document for a
more complete description of the Plan's provisions.
General - The Plan was adopted on July 1, 1992 by Newport News
Shipbuilding and Dry Dock Company ("NNSDDC"), a wholly owned subsidiary of
Newport News Shipbuilding Inc. (the "Company" or "NNS"), and amended and
restated as of July 26, 1999. As of November 7, 2001, the Company
completed a merger agreement with Northrop Grumman Corporation ("Northrop
Grumman") whereby the Company was subsequently merged with and into
Northrop Grumman. The Plan is intended to constitute a defined
contribution 401(k) plan that provides for tax-deferred savings for
participants. NNSDDC and First Union National Bank (the "Trustee") have
executed the Newport News Shipbuilding Savings (401(k)) Plan Trust
Agreement, which provides for the investment and reinvestment of the
assets of the Plan. Through February 12, 2002, the Plan was administered
by NNSDDC, with the assistance of NNSDDC's Benefits Committee (the
"Committee"). The members of the Committee are appointed by the Company.
The Plan is subject to the applicable provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
Eligibility and Contributions - All union eligible employees with at least
90 days of continuous service are eligible to participate in the Plan.
Participants may elect to voluntarily contribute a percentage of their
annual before-tax compensation, not to exceed Internal Revenue Code
("IRC") imposed limitations, through equal pay period deductions.
Contributions can range from 1 to 15 percent of annual compensation.
Participant Accounts - Each participant's account is credited with the
participant's contribution and an allocation of the Plan's earnings or
losses. Allocations are based on the participant's account balance, as
defined in the plan document. Participants are immediately vested in their
accounts.
Payment of Benefits - Upon termination of employment, including layoff,
distributions to participants are generally made via single lump-sum
payments. Participants whose account balances exceed $3,500 have the right
to defer the distribution of their account balances until they reach the
age of 62.
Investment Options - Upon enrollment in the Plan, participants may direct
their contributions in one percent increments in any of the investment
options that are selected by NNSDDC, based on recommendations provided by
the Committee. Participants may change their investment options on a daily
basis.
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Loans to Participants - A participant may borrow up to 50 percent of his
or her account balance, not to exceed $50,000, with a minimum loan amount
of $500. Loans are repayable through payroll deductions for a period no
longer than 4 1/2 years. Interest on loans to participants is charged at a
rate of prime (rate of interest charged by commercial banks on loans to
preferred customers) plus 1 percent. The interest rates at December 31,
2001 and 2000 were 5.8 percent and 10.5 percent, respectively.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements are prepared
in accordance with accounting principles generally accepted in the United
States of America.
Use of Estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of net assets available for benefits and changes
therein, and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
Risks and Uncertainties - The Plan utilizes various investment
instruments. Investment securities, in general, are exposed to various
risks, such as interest rate, credit and overall market volatility. Due to
the level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially affect
the amounts reported in the financial statements.
Investment Valuation and Income Recognition - All investments are recorded
at fair market value based on quoted market prices. Purchase and sale
transactions are recorded on a settlement date basis. Interest income is
recorded on the accrual basis.
Payment of Benefits - Benefit payments are recorded when paid.
3. INVESTMENTS
The fair market value of individual investments that represent five
percent or more of the Plan's net assets are as follows as of December 31:
2001 2000
First Union Enhanced Stock Market Fund $ 9,182,015 $11,244,875
Evergreen U. S. Treasury Money Market Fund 7,451,852 5,354,730
Evergreen Omega Fund 2,358,930 2,928,724
Newport News Shipbuilding Inc. Common Stock 2,515,342 2,224,108
Fidelity U. S. Bond Index Fund 3,040,012 1,709,464
Participant loans 1,806,114 1,579,289
During 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
Mutual funds $(1,579,172)
Common stock 888,788
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Net depreciation $ (690,384)
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4. TAX STATUS
The Internal Revenue Service ("IRS") has determined and informed the
Company by a letter, dated May 16, 2001, that the Plan and related trust
were designed in accordance with the applicable regulations of the IRC.
The Plan has been amended since receiving the IRS' Determination Letter;
however, the Company and the plan administrator believe that the Plan is
currently designed and operated in compliance with the applicable
requirements of the IRC and the Plan and related trust continue to be tax
exempt. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
5. PLAN TERMINATION
NNSDDC does not plan to terminate the Plan; however, it has the right to
do so at any time, subject to a basic labor agreement, by action of the
Board.
6. ADMINISTRATIVE EXPENSES
The Trustee's fees, the expenses of administration of the trust and the
expenses incidental to the operation and management of the Plan are paid
by NNSDDC. Investment management and similar fees directly related to the
return to participants on amounts invested in the various investment funds
are charged against the Plan's funds as other payments.
7. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan includes the Company's and Northrop Grumman's common stock as
investments held. Therefore, any investments in the Company's or Northrop
Grumman's common stock represent transactions with parties-in-interest.
Certain plan investments are shares of a mutual fund managed by the
Trustee. Therefore, these transactions qualify as transactions with
parties-in-interest.
8. CONVERSION OF COMPANY COMMON STOCK
As a result of the merger of the Company with and into Northrop Grumman,
the Plan converted investments in NNS common stock to Northrop Grumman
common stock. Participants were given the opportunity to exchange all
their NNS shares for either $67.50 per share in cash or 0.7193 shares of
Northrop Grumman common stock, subject to adjustment. This conversion
occurred through a tender offer expiring on November 29, 2001 and a
subsequent surrendering of NNS shares by participants in exchange for
$67.50 per share in cash or 0.7193 shares of Northrop Grumman common
stock. During early 2002 through a final conversion, all shares that had
not been tendered resulted in the participants receiving $51.14 in cash
and 0.1743 shares of Northrop Grumman common stock for each share of NNS
common stock.
9. ELIMINATION OF INVESTMENT OPTIONS
During the year ended December 31, 2001 the Plan notified participants
that it would eliminate the investment options related to former
affiliates of the Company. Participants were provided with the option to
redirect their balances in these investment options to other investment
options provided for under the Plan. On December 31, 2001, all remaining
investments related to former affiliates were liquidated and the proceeds
were invested in money market funds.
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NEWPORT NEWS SHIPBUILDING
SAVINGS (401(k)) PLAN FOR UNION ELIGIBLE EMPLOYEES
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2001
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Description of Investment,
Identity of Issue, Including Maturity Date,
Borrower, Lessor Rate of Interest, Collateral, Current
or Similar Party Par or Maturity Value Value
* First Union Enhanced Stock Market Fund Mutual Fund Shares $ 9,182,015
Evergreen U.S. Treasury Money Market Fund Mutual Fund Shares 7,451,852
Evergreen Omega Fund Mutual Fund Shares 2,358,930
Fidelity U.S. Bond Index Fund Mutual Fund Shares 3,040,012
Evergreen Fund Mutual Fund Shares 248,255
Evergreen Foundation Fund Mutual Fund Shares 214,273
Evergreen U.S. Government Fund Mutual Fund Shares 840,547
Putnam International Growth Fund Mutual Fund Shares 222,691
Dreyfus Premier Balance Fund Mutual Fund Shares 328,435
Van Kampen Emerging Growth Fund Mutual Fund Shares 464,666
Morgan Stanley Institutional Small Cap Value Mutual Fund Shares 218,644
* Newport News Shipbuilding Inc. Common Stock Common Stock 2,515,342
* Northrop Grumman Corporation
Common Stock Common Stock 293,162
* Participant Loans (interest rates varied
from 8.75% to 10.50% during 2001) Participant Loans 1,806,114
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Total assets held for investment purposes $29,184,938
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* Party-in-Interest
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