þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
A. | Full title of the plan and address of the plan, if different from that of the issuer named below: |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
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Page(s) | ||||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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FINANCIAL STATEMENTS: |
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Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006 |
5 | |||
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2007 |
6 | |||
Notes to Financial Statements as of December 31, 2007 and 2006, and for the year ended
December 31, 2007 |
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SUPPLEMENTAL SCHEDULE: |
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Form 5500, Schedule H, Part IV, Line 4i, Schedule of Assets (Held at End of Year) as of
December 31, 2007 |
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SIGNATURES |
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EXHIBIT: |
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Consent of Independent Registered Public Accounting Firm (Exhibit 23) |
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NOTE: | Schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because of the absence of conditions under which they are required. |
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2007 | 2006 | |||||||
ASSETS: |
||||||||
Investment in Northrop Grumman Defined
Contribution Plans Master Trustat fair
value |
$ | 13,224,791,634 | $ | 11,675,101,999 | ||||
Investment in Charles Schwab Personal
Choice Retirement Accountat fair value |
1,120,168,151 | 941,106,251 | ||||||
Short-term investments |
15,297,563 | 9,798,057 | ||||||
Loans receivable from participants |
204,196,744 | 193,957,142 | ||||||
Total investments |
14,564,454,092 | 12,819,963,449 | ||||||
Receivables: |
||||||||
Participant contributions |
16,834 | 23,463,440 | ||||||
Employer contributions |
7,717 | 8,037,781 | ||||||
Total receivables |
24,551 | 31,501,221 | ||||||
Total assets |
14,564,478,643 | 12,851,464,670 | ||||||
LIABILITIES: |
||||||||
Accrued expenses |
7,674,239 | 6,972,580 | ||||||
Total liabilities |
7,674,239 | 6,972,580 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE |
14,556,804,404 | 12,844,492,090 | ||||||
Adjustment from fair value to contract
value for fully benefit-responsive
investment contracts |
(19,372,973 | ) | 30,622,793 | |||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 14,537,431,431 | $ | 12,875,114,883 | ||||
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INVESTMENT INCOME: |
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Plan interest in Northrop Grumman Defined
Contribution Plans Master Trust |
$ | 1,084,275,611 | ||
Net appreciation in fair value of other investments |
96,909,337 | |||
Dividends |
20,010,001 | |||
Interest |
16,621,431 | |||
Total investment income |
1,217,816,380 | |||
CONTRIBUTIONS: |
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Participant |
856,708,774 | |||
Employer |
275,032,331 | |||
Total contributions |
1,131,741,105 | |||
Total additions |
2,349,557,485 | |||
DEDUCTIONS: |
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Benefits paid to participants |
(987,974,832 | ) | ||
Administrative expenses |
(11,839,265 | ) | ||
Total deductions |
(999,814,097 | ) | ||
TRANSFER OF NET ASSETS FROM PLAN MERGED DURING THE
YEAR |
312,573,160 | |||
INCREASE IN NET ASSETS |
1,662,316,548 | |||
NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
12,875,114,883 | |||
End of year |
$ | 14,537,431,431 | ||
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1. | DESCRIPTION OF THE PLAN |
Company | ||||
Employee Contribution | Match | |||
First 2 percent of eligible compensation |
100 percent | |||
Next 2 percent of eligible compensation |
50 | |||
Next 4 percent of eligible compensation |
25 | |||
Contribution over 8 percent |
0 |
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2. | SIGNIFICANT ACCOUNTING POLICIES |
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3. | INVESTMENTS |
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The net assets of the DC Master Trust as of December 31, 2007 and 2006 are as follows: |
2007 | 2006 | |||||||
Assets: |
||||||||
Common/collective trust funds |
$ | 5,006,022,852 | $ | 4,556,690,453 | ||||
Common and preferred stock |
4,796,556,561 | 4,757,585,128 | ||||||
Synthetic guaranteed investment contracts |
2,383,381,968 | 2,282,222,763 | ||||||
U.S. and foreign government securities |
487,419,253 | 299,474,038 | ||||||
Corporate debt instruments |
204,932,467 | 257,544,712 | ||||||
Asset-backed securities and other investments |
111,730,100 | | ||||||
Cash equivalents and temporary investments |
198,612,949 | 188,972,545 | ||||||
Assets on loan to third party borrowers |
1,612,026,368 | 928,727,321 | ||||||
Collateral held under securities lending agreements |
1,651,697,124 | 949,665,893 | ||||||
Receivable for investments sold |
146,848,320 | 24,672,594 | ||||||
Dividends, interest and taxes receivable |
14,220,848 | 11,849,337 | ||||||
Total assets |
16,613,448,810 | 14,257,404,784 | ||||||
Liabilities: |
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Collateral held under securities lending agreements |
1,651,697,124 | 949,665,893 | ||||||
Due to broker for securities purchased |
227,577,621 | 115,467,407 | ||||||
Accrued expenses |
11,454,197 | 19,107,809 | ||||||
Total liabilities |
1,890,728,942 | 1,084,241,109 | ||||||
Net assets of the DC Master Trust at fair value |
14,722,719,868 | 13,173,163,675 | ||||||
Adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
(20,540,943 | ) | 32,599,231 | |||||
Net assets of the DC Master Trust |
$ | 14,702,178,925 | $ | 13,205,762,906 | ||||
Investment income for the DC Master Trust for the Plan year ended December 31, 2007 is as follows: |
Investment income: |
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Net appreciation (depreciation) in fair value of investments: |
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Common/collective trust funds |
$ | 443,396,842 | ||
Common and preferred stock |
369,819,004 | |||
Corporate debt instruments |
(1,634,859 | ) | ||
Cash equivalents and temporary investments |
627,397 | |||
Asset backed securities and other investments |
4,612,561 | |||
U.S. and foreign government securities |
10,048,726 | |||
Net appreciation |
826,869,671 | |||
Dividends |
215,254,353 | |||
Interest |
208,925,816 | |||
Other income |
3,426,753 | |||
Investment manager fees |
(22,578,679 | ) | ||
Other expenses |
(13,864,639 | ) | ||
Total investment income |
$ | 1,218,033,275 | ||
Investments, other than the Plans investment in the DC Master Trust, that represent 5 percent or more of the Plans net assets available for Plan benefits as of December 31, 2007 and 2006 are as follows: |
2007 | 2006 | |||||||
Schwab Personal Choice Retirement Account |
$ | 1,120,168,151 | $ | 941,106,251 |
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DC Master Trust Assets on loan to third party borrowers under security lending agreements at December 31, 2007 and 2006 are as follows: |
2007 | 2006 | |||||||
Synthetic guaranteed investment contracts |
$ | 809,549,668 | $ | 709,574,297 | ||||
Common and preferred stock |
699,159,006 | 150,323,643 | ||||||
U.S. and foreign government securities |
14,747,789 | 58,905,107 | ||||||
Corporate debt instruments |
84,907,759 | 9,924,274 | ||||||
International common and preferred stock |
3,662,146 | ¾ | ||||||
Total DC Master Trust Assets on loan to third party borrowers |
$ | 1,612,026,368 | $ | 928,727,321 | ||||
Such assets could be subject to sale restrictions in the event security-lending agreements are terminated and the securities have not been returned to the DC Master Trust. The DC Master Trust held $1,651,697,124 and $949,665,893 of collateral for securities on loan as of December 31, 2007 and 2006, respectively, consisting primarily of cash equivalents. In 2007, the presentation of assets on loan to third party borrowers and collateral held under securities lending agreements in the table of net assets of the DC Master Trust were revised to separately identify such amounts and the comparable 2006 amounts were revised to conform to the 2007 presentation. | ||
4. | DERIVATIVE FINANCIAL INSTRUMENTS | |
Derivative financial instruments may be used by the investment managers of the DC Master Trust as part of their respective strategies. These strategies include the use of futures contracts, interest rate swaps, options on futures and options as substitutes for certain types of securities. Notional amounts disclosed below do not quantify risk or represent assets or liabilities of the DC Master Trust, but are used in the calculation of the cash settlements under the contracts. | ||
The fair value of these instruments is recorded as investments of the DC Master Trust. To the extent that a gain has been recognized, these instruments are recorded as assets and to the extent that a loss has been recognized, these instruments are recorded as liabilities. Changes in the fair value of the derivative instrument are reflected in investment income as appreciation (depreciation) in the DC Master Trust. As of December 31, 2007 and 2006, these derivative financial instruments were held for trading purposes. The notional amounts and fair values are presented below: |
December 31, 2007 | December 31, 2006 | |||||||||||||||
Fair Value | Fair Value | |||||||||||||||
Notional | Asset | Notional | Asset | |||||||||||||
Amount | (Liability) | Amount | (Liability) | |||||||||||||
Futures Contracts (net position): |
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U.S. Treasury |
$ | (61,120,631 | ) | $ | 759,398 | $ | 317,994,229 | $ | 312,568 | |||||||
Eurodollar |
774,254,258 | 6,888,495 | 708,589,029 | 814,321 | ||||||||||||
Index |
2,565,339 | (122,460 | ) | 1,649,367 | 28,532 | |||||||||||
Interest rate swaps |
388,980,000 | 4,327,338 | 78,200,000 | (39,543 | ) | |||||||||||
Options on futures and swap rates (net position) |
110,030,350 | 262,697 | 133,585,067 | (335,544 | ) |
Futures Contracts The DC Master Trust enters into futures contracts in the normal course of investing activities to manage market risk associated with equity and fixed income investments and to achieve overall investment portfolio objectives. These contracts involve elements of market risk in excess of amounts recognized in the Statements of Net Assets Available for Benefits. The credit risk associated with these contracts is minimal as they are traded on organized exchanges and settled daily. The terms of these contracts typically do not exceed one year. Notional amounts related to these contracts in the table above are stated as a net buy (sell) position. | ||
Interest Rate Swaps The DC Master Trust enters into interest rate swap contracts in the normal course of its investing activities to manage the interest rate exposure associated with fixed income investments. The credit risk associated with these contracts is minimal as they are entered into with a limited number of highly-rated counterparties. |
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Options on Futures and Swap Rates The DC Master Trust enters into option contracts in the normal course of its investing activities to manage the interest rate exposure associated with fixed income investments. The credit risk associated with these contracts is minimal as they are entered into with a limited number of highly-rated counterparties. Notional amounts related to these contracts in the table above are stated as a net buy (sell) position. | ||
5. | INTEREST IN NORTHROP GRUMMAN STABLE VALUE FUND | |
The DC Master Trust includes amounts in the Northrop Grumman Stable Value Fund, which was established for the investment of assets of certain savings plans sponsored by the Company and its affiliates. Each participating savings plan has an undivided interest in the Stable Value Fund. At December 31, 2007 and 2006, the Plans interests in the net assets of the Stable Value Fund were approximately 94 percent of the total fund value. Investment income and administrative expenses relating to the Stable Value Fund are allocated among the participating plans on a daily basis. | ||
Investments held in the Stable Value Fund as of December 31, 2007 and 2006 are as follows: |
2007 | 2006 | |||||||
Synthetic guaranteed investment contracts (at contract value) |
$ | 3,172,390,693 | $ | 3,024,396,291 | ||||
Cash and cash equivalents |
69,114,543 | 45,024,892 | ||||||
Total |
$ | 3,241,505,236 | $ | 3,069,421,183 | ||||
Investment income of the Stable Value Fund totaled $153,180,141 for the year ended December 31, 2007. | ||
The DC Master Trust has an arrangement with the investment manager of the Stable Value Fund whereby the investment manager has the ability to borrow amounts from third parties to satisfy liquidity needs of the Stable Value Fund, if necessary. As of December 31, 2007 and 2006, no borrowings under this arrangement were outstanding. | ||
The Stable Value Fund holds wrapper contracts in order to manage the market risk and return of certain securities held by the Stable Value Fund. The wrapper contracts generally modify the investment characteristics of certain underlying securities such that they perform in a manner similar to guaranteed investment contracts. Each wrapper contract and the related underlying assets comprise the SICs and are recorded at contract value. Contract value represents contributions made under the contract, plus interest at the contract rate, less withdrawals and contract administrative expenses. | ||
The fair value of the underlying assets related to the SICs was $3,192,931,636 and $2,991,797,060 as of December 31, 2007 and 2006, respectively, and the fair value of the wrapper contracts was nil at December 31, 2007 and 2006. The weighted-average yield (excluding administrative expenses) for all investment contracts was 4.88 percent and 5.18 percent at December 31, 2007 and 2006, respectively. Average duration for all investment contracts was 3.20 years and 3.25 years at December 31, 2007 and 2006, respectively. The crediting interest rate for all investment contracts was 5.00 percent and 5.13 percent at December 31, 2007 and 2006, respectively. Crediting interest rates are reset on a monthly basis and guaranteed by the wrapper contracts not to be less than zero. Resets are determined based upon the market-to-book ratio, along with the yield and duration of the underlying investments. | ||
In certain circumstances, the amounts withdrawn from a wrapper contract would be payable at fair value rather than at contract value. These events include termination of the Plan, a material adverse change to the provisions of the Plan, a withdrawal from a wrapper contract in order to switch to a different investment provider, or adoption of a successor plan (in the event of the spin-off or sale of a division) that does not meet the wrapper contract issuers underwriting criteria for issuance of a clone wrapper contract. Plan management believes that the events described above that could result in the payment of benefits at fair value rather than contract value is not probable of occurring in the foreseeable future. | ||
6. | EXEMPT PARTY-IN-INTEREST TRANSACTIONS | |
Party-in-interest transactions through the DC Master Trust include the purchase and sale of investments managed by affiliates of the Plans Trustee, transactions involving Northrop Grumman Corporation common stock, and payments made to the Company for certain Plan administrative costs. The NG Stock Fund within the DC Master Trust held 21,948,209 and 23,126,761 shares of common stock of the Company with a fair value of $1,726,007,156 and $1,565,681,720 at December 31, 2007 and 2006, |
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respectively. The Plans interest in the net assets of the NG Stock Fund was approximately 99.9 percent at December 31, 2007 and 2006. During 2007, the NG Stock Fund earned dividends of $32,673,744 from its investment in Northrop Grumman Corporation common stock. A significant decline in the market value of the Companys common stock would significantly affect the net assets available for benefits. | ||
State Street affiliates managed $15,297,563 and $9,798,057 of Plan assets held in the short-term investment fund as of December 31, 2007 and 2006, respectively. The Plan paid $1,503,150 to the Trustee in fees for the year ended December 31, 2007. The Plan had transactions with the Trustees short-term investment fund, a liquidity pooled fund in which participation commences and terminates on a daily basis. In Plan managements opinion, fees paid during the year for services rendered by parties-in-interest were based upon customary and reasonable rates for such services. | ||
The DC Master Trust utilized various investment managers to manage its net assets. These net assets may be invested into funds also managed by the investment managers. Therefore, these transactions qualify as party-in-interest transactions. | ||
7. | PLAN TERMINATION | |
Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of the Plans termination, the interests of all participants in their accounts are 100 percent vested and non-forfeitable. | ||
8. | LITIGATION | |
As previously disclosed, the U.S. District Court for the Central District of California consolidated two separately filed ERISA lawsuits, which the plaintiffs sought to have certified as class actions, into the In Re Northrop Grumman Corporation ERISA Litigation. On August 7, 2007, the Court denied plaintiffs motion for class certification, and the plaintiffs appealed the Courts decision on class certification to the U.S. Court of Appeals for the Ninth Circuit. On October 11, 2007, the Ninth Circuit granted appellate review and stayed the action in the trial court, which delayed the commencement of trial previously scheduled to begin January 22, 2008. Each lawsuit seeks unspecified damages against the fiduciaries, removal of individuals acting as fiduciaries to the respective plans, payment of attorney fees and costs, and an accounting. The damages are not being sought against the Plan or the Northrop Grumman Financial Security and Savings Plan. | ||
9. | FEDERAL INCOME TAX STATUS | |
The plan obtained its latest determination letter dated July 17, 2002, in which the Internal Revenue Service determined that the Plan terms at the time of the determination letter application were in compliance with applicable sections of the Code and, therefore, the related trust is exempt from taxation. The Plan has been amended since receiving the determination letter. Although the amendments have not yet been filed for a favorable determination letter, management will make any changes necessary to maintain the Plans qualified status. However, management believes that the Plan and related trust are currently designed and operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plans financial statements. | ||
10. | RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 | |
The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500 as of December 31, 2007 and 2006: |
2007 | 2006 | |||||||
Net assets available for benefits, per the financial statements |
$ | 14,537,431,431 | $ | 12,875,114,883 | ||||
Less: Amounts allocated to withdrawing participants |
(1,563,353 | ) | (1,204,692 | ) | ||||
Net assets available for benefits per Form 5500 |
$ | 14,535,868,078 | $ | 12,873,910,191 | ||||
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The following is a reconciliation of benefits paid to participants per the financial statements to Form 5500 for the year ended December 31, 2007: |
Benefits paid to participants per the financial statements |
$ | 987,974,832 | ||
Add: Amounts allocated to withdrawing participants at December 31, 2007 |
1,563,353 | |||
Less: Amounts allocated to withdrawing participants at December 31, 2006 |
(1,204,692 | ) | ||
Benefits paid to participants per Form 5500 |
$ | 988,333,493 | ||
Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2007 and 2006 but not yet paid as of that date. | ||
11. | MERGER OF A PLAN | |
Effective December 1, 2007, the PRC Inc. Retirement Program For Your Future (PRC) was merged into the Plan. In connection with the merger, net assets available for plan benefits of $312,573,160 were transferred into the Plan related to PRC participant accounts. | ||
12. | SUBSEQUENT EVENT | |
The Benefit Plan Administrative Committee of the Company approved the merger of the Redstone Arsenal Retirement Savings Plan into the Plan effective March 31, 2008. |
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(b) | (c) | (d) | (e) | |||||||
Description of Investment, | ||||||||||
Including Maturity Date, Rate of | ||||||||||
Identity of Issue, Borrower, | Interest, Collateral, Par or | Current | ||||||||
Lessor or Similar Party | Maturity Value | Cost | Value | |||||||
* |
Northrop Grumman Defined | Participation in Northrop Grumman | ||||||||
Contribution Plans Master Trust | Defined Contribution Plans Master Trust | ** | $ | 13,224,791,634 | *** | |||||
* |
Charles Schwab | Schwab Personal Choice Retirement | ||||||||
Account | ** | 1,120,168,151 | ||||||||
Plan Participants | Participant loans (maturing 2008 to | |||||||||
2037 at interest rates ranging from | ||||||||||
8.50% to 9.25%) | ** | 204,196,744 | ||||||||
* |
State Street Bank | Participation in the Cash or Short-Term | ||||||||
and Trust Company | Investment Fund Accounts | ** | 15,297,563 | |||||||
Total | $ | 14,564,454,092 | ||||||||
* | Party-in-interest | |
** | Cost information is not required for participant-directed investments and loans, and therefore is not included. | |
*** | Excludes adjustment from fair value to contract value for fully benefit-responsive investment contracts. |
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NORTHROP GRUMMAN SAVINGS PLAN |
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By: | /s/ Ian Ziskin | |||
Dated: June 26, 2008 | Ian Ziskin | |||
Chairman, Benefit Plan Administrative Committee |
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