Release Details

Northrop Grumman Reports Fourth Quarter and 2009 Financial Results

February 4, 2010

- Q4 EPS of $1.31; 2009 EPS of $5.21 - 2010 Guidance for EPS from Continuing Operations of $5.70 to $5.95 - TASC, Inc. Divestiture Completed; Reported as Discontinued Operations - Q4 Share Repurchases of $450 Million; 2009 Share Repurchases Total $1.1 Billion

LOS ANGELES, Feb 04, 2010 /PRNewswire via COMTEX/ -- Northrop Grumman Corporation (NYSE: NOC) reported fourth quarter 2009 net earnings of $413 million, or $1.31 per diluted share, and 2009 net earnings of $1.7 billion, or $5.21 per diluted share. In 2008, the company reported a fourth quarter net loss of $2.5 billion, or $7.75 per diluted share, and a net loss for the year of $1.3 billion, or $3.77 per diluted share. 2008 fourth quarter and full year results were significantly impacted by a goodwill impairment charge.

In December 2009, the company completed the sale of TASC, Inc. (TASC), its advisory services business, for $1.65 billion in cash and a net gain of $0.05 per share. TASC's operating results are accounted for as discontinued operations, and results for all periods presented in this release have been adjusted for the divestiture. Fourth quarter 2009 earnings from continuing operations totaled $375 million, or $1.19 per diluted share. For 2009, earnings from continuing operations totaled $1.6 billion, or $4.87 per diluted share.

Fourth quarter 2009 sales, restated for the TASC divestiture, increased 2 percent to $8.9 billion from $8.8 billion, and 2009 sales increased more than 4 percent to $33.8 billion from $32.3 billion. Reported sales for 2009 and 2008 exclude TASC sales of approximately $1.5 billion and $1.6 billion, respectively.

Cash provided by operations in the fourth quarter of 2009 totaled $931 million compared with $1 billion in the fourth quarter of 2008. Cash provided by operations totaled $2.1 billion in 2009 compared with $3.2 billion in 2008. The change was primarily driven by a $538 million increase in pension plan contributions and $508 million in taxes paid in the fourth quarter of 2009 on the gain on the sale of TASC. Cash proceeds of $1.65 billion from the sale of TASC are reported in investing activities.

"We're pleased to report strong 2009 results that demonstrate continued improvement in operating performance. Looking ahead, the focus of our leadership team and our 120,000 employees will be on driving performance improvements that create value for our shareholders and our customers," said Wes Bush, chief executive officer and president, "Our guidance for 2010 calls for EPS from continuing operations to grow by 17 to 22 percent and to be accompanied by continued strong cash generation," continued Bush.

Table 1 - Financial Highlights


                                       Fourth Quarter       Total Year
     ($ in millions, except            --------------       ----------
      per share amounts)               2009     2008       2009     2008
    ----------------------             ----     ----       ----     ----
    Sales                            $8,925   $8,775    $33,755  $32,315
    Operating income (loss)             631   (2,191)     2,483     (263)
    Earnings (loss) from
     continuing operations              375   (2,561)     1,573   (1,379)
    Earnings from  discontinued
     operations, net of tax              38       28        113      117
    Net earnings (loss)                 413   (2,533)     1,686   (1,262)
    Diluted earnings (loss)
     per share                         1.31    (7.75) (2)  5.21    (3.77) (2)
    Cash provided by operations         931    1,037      2,133    3,211
    Free cash flow(1)                   703      790      1,411    2,420

    Adjusted Operating Highlights
    Operating income (loss)            $631  $(2,191)    $2,483    $(263)
    Goodwill impairment                        3,060               3,060
    Net pension adjustment(1)            87      (71)       311     (263)
                                        ---      ---        ---     ----
    Adjusted operating income(1)        718      798      2,794    2,534
      as % of sales(1)                  8.0%     9.1%       8.3%     7.8%

    Earnings Reconciliation
    Earnings (loss) from
     continuing operations             $375  $(2,561)    $1,573  $(1,379)
    Goodwill impairment                        3,060               3,060
                                        ---    -----      -----    -----
    Adjusted earnings from
     continuing operations(1)           375      499      1,573    1,681

    Adjusted Per Share Data
    Diluted EPS from
     continuing operations            $1.19   $(7.83) (2) $4.87   $(4.12) (2)

    Adjusted diluted EPS from
     continuing operations(1)          1.19     1.50       4.87     4.92
    After-tax net pension
     adjustment per share(1)           0.18    (0.14)      0.63    (0.50)
                                       ----    -----       ----    -----
    Pension-adjusted diluted EPS
     from continuing operations(1)     1.37     1.36       5.50     4.42

    Weighted average shares
     outstanding - Basic(2)           311.8    326.9      319.2    334.5
    Dilutive effect of stock
     options and stock awards           3.7      6.7        4.1      7.1
                                        ---      ---        ---      ---
    Weighted average shares
     outstanding - Diluted            315.5    333.6      323.3    341.6

    (1) Non-GAAP metric - see definitions and reconciliations at the end
        of this press release.
    (2) 2008 per share amounts computed using weighted average basic
        shares outstanding as the use of weighted average diluted shares
        outstanding results in a lesser per share amount.


Fourth quarter 2009 operating income increased to $631 million from a loss of $2.2 billion in the 2008 fourth quarter. For 2009, operating income increased to $2.5 billion from a loss of $263 million in 2008. In the fourth quarter of 2008 the company recorded a $3.1 billion goodwill impairment charge. Results for 2009 also include a $574 million change in net pension adjustment from income of $263 million in 2008 to an expense of $311 million in 2009. As a percent of sales, operating income totaled 7.1 percent in the 2009 fourth quarter and 7.4 percent for 2009. For purposes of comparison, Table 1 presents operating income adjusted for the goodwill impairment charge and the effect of net pension adjustments.

Federal and foreign income taxes totaled $195 million in the fourth quarter of 2009 compared with $264 million in the prior year. The effective tax rate for the 2009 fourth quarter was 34.2 percent and the federal tax rate applied to adjusted earnings in the fourth quarter of 2008 was 34.6 percent. For 2009, federal and foreign income taxes totaled $693 million compared with $859 million for 2008. The effective tax rate for 2009 was 30.6 percent and the effective tax rate applied to earnings adjusted for goodwill in 2008 was 33.8 percent. In 2009 federal and foreign income taxes included a net tax benefit of $75 million, primarily for final settlement of the Internal Revenue Service's (IRS) examination of the company's 2001, 2002 and 2003 tax returns.

Backlog and New Business Awards

Total backlog, which includes funded backlog and firm orders for which funding is not currently contractually obligated by the customer, was $69.2 billion on Dec. 31, 2009, compared with $76.4 billion on Dec. 31, 2008. Total backlog for both periods has been adjusted by $1.6 billion for the divestiture of TASC Inc. The change in backlog reflects new business awards totaling $32.3 billion during the year as well as a decrease of $5.8 billion for the Kinetic Energy Interceptor program termination for convenience and the DDG 1000 program restructure.

Table 2 - Guidance


    ($ in millions, except per share amounts)    2009          2010E
    -----------------------------------------    ----          -----

    Sales                                     $33,755    $34,000 - $34,600

    Segment operating margin %1                   8.7%        Low 9%

    Operating margin %                            7.4%        Mid 8%

    Diluted EPS from continuing operations      $4.87     $5.70  -  $5.95

    Cash provided by operations before
     discretionary pension contributions(1)     2,595     2,500  -  3,000

    Free cash flow before
     discretionary pension contributions(1)     1,873     1,700  -  2,200

    (1) Non-GAAP metric - see definitions and reconciliations at the end
        of this press release.




Guidance for 2010 segment operating margin rate calls for margin rate expansion across the businesses. Operating margin rate guidance for 2010 includes improved segment performance, an expense of approximately $35 million for net pension adjustment, and some consideration for potential program performance risks and opportunities. Net pension adjustment represents the difference between pension expense determined in accordance with Generally Accepted Accounting Principles (GAAP) and pension expense allocated to the business segments under U.S. Government Cost Accounting Standards (CAS).

Guidance for 2010 earnings per share from continuing operations of $5.70 - $5.95 includes the operating margin rate improvements discussed above and assumes a lower share count consistent with the company's previously announced intention to repurchase enough shares to offset the loss of TASC's earnings. These items were partially offset by a higher effective tax rate assumption of approximately 34.5 percent.

Table 3 - Cash Flow Highlights


    ($ millions)            2009   2008  Change    2009    2008   Change
                            ----   ----  ------    ----    ----   ------
    Cash provided by
     operations before
     discretionary pension
     contributions(1)       $790 $1,219   $(429) $2,595  $3,341    $(746)
    Discretionary pension
     pre-funding impact      141   (182)    323    (462)   (130)    (332)
                             ---   ----     ---    ----    ----     ----
    Cash provided
     by operations           931  1,037    (106)  2,133   3,211   (1,078)
    Less:
    Capital expenditures     218    237      19     654     681       27
    Outsourcing contract &
     related software costs   10     10       -      68     110       42
                             ---    ---     ---     ---     ---      ---
    Free cash flow(1)       $703   $790    $(87) $1,411  $2,420  $(1,009)

    (1) Non-GAAP metric - see definitions and reconciliations at the end of
        this press release.

Free cash flow totaled $703 million in the 2009 fourth quarter compared with $790 million in the prior year period. For 2009, free cash flow totaled $1.4 billion compared with $2.4 billion in 2008. The change in free cash flow in the 2009 periods reflects higher net pension plan contributions and taxes paid on the gain on the sale of TASC.

Table 4 - Cash Measurements, Debt and Capital Deployment


    ($ millions)                     12/31/2009  12/31/2008
    ------------                     ----------  ----------
    Cash & cash equivalents            $3,275      $1,504
    Total debt                          4,294       3,944
    Net debt(1)                         1,019       2,440
    Net debt to total capital ratio(2)      6%         15%

    (1)  Total debt less cash and cash equivalents.
    (2)  Net debt divided by the sum of shareholders' equity and total debt.



Changes in cash and cash equivalents include the following items for cash from operations, investing and financing during 2009:

Operations

  • $1.3 billion taxes paid, including $508 million for federal and state taxes for the gain on the sale of TASC
  • $858 million pension plan contributions

Investing

  • $1.65 billion proceeds from sale of TASC
  • $654 million for capital expenditures and $68 million for outsourcing contract and related software costs

Financing

  • $1.1 billion for repurchase of 23.1 million shares
  • $850 million proceeds from issuance of long term debt
  • $474 million principal payments of long-term debt
  • $539 million for dividends

Table 5 - Business Results


    Consolidated Sales & Segment Operating Income (Loss)(1)
    ($ millions)
                             Fourth Quarter              Total Year
                             --------------              ----------
                          2009     2008  Change      2009     2008  Change
                          ----     ----  ------      ----     ----  ------
    Sales
    Aerospace Systems   $2,763   $2,575       7%  $10,419   $9,825       6%
    Electronic Systems   2,077    2,030       2%    7,671    7,048       9%
    Information Systems  2,195    2,178       1%    8,611    8,205       5%
    Shipbuilding         1,664    1,742      (4%)   6,213    6,145       1%
    Technical Services     750      678      11%    2,776    2,535      10%
    Intersegment
     eliminations         (524)    (428)           (1,935)  (1,443)
                          ----     ----     ---    ------   ------     ---
                        $8,925   $8,775       2%  $33,755  $32,315       4%

    Segment operating
     income (loss)(1)
    Aerospace Systems     $291    $(305)     NM    $1,071     $416     157%
    Electronic Systems     274      276      (1%)     969      947       2%
    Information Systems    109      167     (35%)     631      629       0%
    Shipbuilding            88   (2,333)     NM       299   (2,307)     NM
    Technical Services      40       34      18%      161      144      12%
    Intersegment
     eliminations          (58)     (35)             (202)    (128)
                           ---      ---     ---      ----     ----     ---
    Segment operating
     income (loss)(1)     $744  $(2,196)     NM    $2,929    $(299)     NM
       as a % of sales(1)  8.3%      NM      NM       8.7%      NM      NM

    Reconciliation to
     operating income
     (loss)
       Unallocated
        expenses          $(24)    $(62)            $(111)   $(157)
       Net pension
        adjustment(1)      (87)      71              (311)     263
       Reversal of
        royalty income
        included above      (2)      (4)              (24)     (70)
                           ---      ---     ---       ---      ---     ---
    Operating income
     (loss)                631   (2,191)    NM      2,483     (263)    NM
       as a % of sales     7.1%      NM     NM        7.4%      NM     NM

       Net interest
        expense            (62)     (72)             (281)    (295)
       Other, income /
        (expense)            1      (34)               64       38
                           ---      ---     ---       ---      ---     ---

    Earnings (loss)
     from continuing
     operations before
     income taxes          570   (2,297)            2,266     (520)
    Federal and foreign
     income taxes         (195)    (264)             (693)    (859)
                          ----     ----     ---      ----     ----     ---

    Earnings (loss)
     from continuing
     operations            375   (2,561)            1,573   (1,379)
    Earnings (loss)
     from discontinued
     operations             38       28               113      117
                           ---      ---     ---       ---      ---     ---

    Net earnings (loss)   $413  $(2,533)    NM     $1,686  $(1,262)    NM

    (1)  Non-GAAP metric - see definitions and reconciliations at the end
         of this press release.

Fourth quarter and 2008 operating income for Aerospace Systems and Shipbuilding were reduced by goodwill impairment charges. Aerospace Systems and Shipbuilding segments operating income and trends, adjusted for the goodwill impairment impacts, are detailed below.


    Aerospace Systems ($ millions)

                              Fourth Quarter               Total Year
                              --------------               ----------
                           2009    2008  % Change     2009    2008  % Change
                           ----    ----  --------     ----    ----  --------
    Sales                $2,763  $2,575       7.3% $10,419  $9,825       6.0%
    Operating income
     (loss)                 291    (305)       NM    1,071     416     157.5%
      Goodwill impairment           570                        570
                            ---     ---       ---    -----     ---       ---
      Adjusted operating
       income               291     265       9.8%   1,071     986       8.6%
    Operating income
    as % of sales          10.5%     NM               10.3%    4.2%

    Adjusted operating
    income as % of sales   10.5%   10.3%              10.3%   10.0%

Aerospace Systems fourth quarter 2009 sales increased 7 percent, and 2009 sales increased 6 percent, principally due to higher volume for unmanned and manned aircraft, and restricted programs. Higher volume for these programs was partially offset by lower volume for missile programs.

Aerospace Systems fourth quarter 2009 operating income increased to $291 million from a loss of $305 million in the fourth quarter of 2008, and 2009 operating income increased to $1.1 billion from $416 million. As a percent of sales, fourth quarter 2009 operating income totaled 10.5 percent, and 2009 operating income totaled 10.3 percent. Higher volume and favorable net performance adjustments contributed to the higher operating income and rate in the fourth quarter and 2009; the improvement over prior year results was primarily driven by the $570 million goodwill impairment charge recorded in the fourth quarter of 2008.


    Electronic Systems ($ millions)

                           Fourth Quarter              Total Year
                           --------------              ----------
                       2009    2008   % Change    2009    2008   % Change
                       ----    ----   --------    ----    ----   --------
    Sales            $2,077  $2,030       2.3%  $7,671  $7,048       8.8%
    Operating Income    274     276      (0.7%)    969     947       2.3%
    as a % of sales    13.2%   13.6%              12.6%   13.4%



Electronic Systems fourth quarter 2009 sales increased 2 percent, and 2009 sales increased 9 percent. The fourth quarter increase reflects higher volume for F-35, postal automation, and navigation programs. The 2009 increase includes higher deliveries of Large Aircraft Infrared Countermeasures (LAIRCM) systems, higher volume for the Space Based Infrared Systems (SBIRS) follow-on production and F-35 programs, and higher intercompany sales for aerospace programs.

Electronic Systems fourth quarter 2009 operating income was comparable to the prior year period, and as a percent of sales was 13.2 percent compared with 13.6 percent. The change in margin rate reflects lower performance for government systems programs than in the prior year period. For 2009, operating income increased 2 percent, and as a percent of sales was 12.6 percent compared with 13.4 percent in 2008. Results for 2009 reflect higher volume, partially offset by lower performance in government systems programs. In addition, operating income for 2008 included $60 million of royalty income related to patent infringement settlements. Before royalty income, Electronic Systems 2008 operating income was 12.6 percent of sales.


    Information Systems ($ millions)

                           Fourth Quarter              Total Year
                           --------------              ----------
                       2009    2008   % Change    2009    2008   % Change
                       ----    ----   --------    ----    ----   --------
    Sales            $2,195  $2,178       0.8%  $8,611  $8,205       4.9%
    Operating Income    109     167     (34.7%)    631     629       0.3%
    as a % of sales     5.0%    7.7%               7.3%    7.7%

Information Systems fourth quarter 2009 sales were comparable to the prior year period, and 2009 sales increased 5 percent due to higher volume for intelligence and defense programs.

Information Systems fourth quarter 2009 operating income declined 35 percent, and as a percent of sales totaled 5 percent compared with 7.7 percent in the prior year period. For 2009, operating income was comparable to the prior year, and as a percent of sales totaled 7.3 percent compared with 7.7 percent in 2008. The change in rate for both the fourth quarter and 2009 reflects the impact of non-recurring costs associated with the sale of TASC that reduced operating income by $37 million. Margin rates before the non-recurring costs were 6.8 percent for the fourth quarter and 7.8 percent for 2009. The change in rate also includes lower performance for state and local programs, principally the outsourcing program for the Commonwealth of Virginia.


    Shipbuilding ($ millions)

                               Fourth Quarter              Total Year
                               --------------              ----------
                           2009    2008  % Change     2009    2008  % Change
                           ----    ----  --------     ----    ----  --------
    Sales                $1,664  $1,742      (4.5%) $6,213  $6,145       1.1%
    Operating income
     (loss)                  88  (2,333)       NM      299  (2,307)       NM
      Goodwill impairment         2,490                      2,490
                            ---   -----                ---   -----
      Adjusted operating
       income                88     157     (43.9%)    299     183      63.4%
    Operating income
    as % of sales           5.3%     NM                4.8%     NM

    Adjusted operating
    income as % of sales    5.3%    9.0%               4.8%    3.0%

Shipbuilding fourth quarter 2009 sales decreased 4 percent primarily due to lower volume for the DDG and fleet support programs and delivery of the LHD 8 in 2009, which was partially offset by higher volume for aircraft carriers, submarines, LPD and LHA programs. 2009 sales were slightly higher than the prior year and included higher volume for submarine, LPD, and aircraft carrier refueling programs, partially offset by lower volume for DDG 51 and fleet support programs.

Shipbuilding fourth quarter 2009 operating income increased to $88 million from a loss of $2.3 billion in the fourth quarter of 2008, and 2009 operating income increased to $299 million from a loss of $2.3 billion for 2008. Prior year results included a goodwill impairment charge that reduced fourth quarter and 2008 results by $2.5 billion.

Adjusted for the goodwill impairment charge, as a percent of sales, Shipbuilding 2009 fourth quarter operating income totaled 5.3 percent compared with 9 percent for the 2008 fourth quarter. The change in rate for the quarter is primarily due to lower performance for the LPD program. Adjusted for the goodwill impairment charge, 2009 operating income improved to 4.8 percent of sales from 3 percent of sales in 2008.


    Technical Services ($ millions)

                        Fourth Quarter            Total Year
                        --------------            ----------
                     2009  2008  % Change    2009    2008  % Change
                     ----  ----  --------    ----    ----  --------
    Sales            $750  $678      10.6% $2,776  $2,535       9.5%
    Operating Income   40    34      17.6%    161     144      11.8%
    as a % of Sales   5.3%  5.0%              5.8%    5.7%

Technical Services fourth quarter 2009 sales increased 11 percent, and 2009 sales increased 10 percent, due to higher volume for life cycle optimization & engineering programs. Technical Services fourth quarter 2009 operating income increased 18 percent, and 2009 operating income increased 12 percent. As a percent of sales fourth quarter 2009 operating income improved to 5.3 percent from 5 percent, and 2009 operating income improved to 5.8 percent from 5.7 percent. The improvements in operating income and rate are due to higher volume and improved program performance.

About Northrop Grumman

Northrop Grumman Corporation is a leading global security company whose 120,000 employees provide innovative systems, products, and solutions in aerospace, electronics, information systems, shipbuilding and technical services to government and commercial customers worldwide.

Northrop Grumman will webcast its earnings conference call at 10:30 a.m. ET on Feb. 4, 2010. A live audio broadcast of the conference call along with a supplemental presentation will be available on the investor relations page of the company's Web site at http://www.northropgrumman.com/.

Statements in this release and the attachments, other than statements of historical fact, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "expect," "intend," "plan," "project," "forecast," "believe," "estimate," "outlook," "guidance," "target," "trends" and similar expressions generally identify these forward-looking statements. Forward-looking statements in this release and the attachments include, among other things, financial guidance regarding future sales, segment operating income, pension expense, employer contributions under pension plans and medical and life benefits plans, cash flow and earnings. These statements are not guarantees of future performance and involve certain risks and uncertainties. Actual results could differ materially due to factors such as: the effect of economic conditions in the United States and globally; access to capital; future sales and cash flows; timing of cash receipts; effective tax rates and timing and amounts of tax payments; returns on pension plan assets, interest and discount rates and other changes that may impact pension plan assumptions; retiree medical expense; the outcome of litigation, claims, audits, appeals, bid protests and investigations; hurricane and earthquake-related insurance coverage and recoveries; costs of environmental remediation; our relationships with labor unions; availability and retention of qualified personnel; costs of capital investments; changes in organizational structure and reporting segments; risks associated with acquisitions, dispositions, joint ventures, strategic alliances and other business arrangements; possible impairments of goodwill or other intangible assets; effects of legislation, rulemaking, and changes in accounting, tax or defense procurement; changes in government and customer priorities and requirements (including, government budgetary constraints, shifts in defense spending, changes in import and export policies, changes in customer short-range and long-range plans); acquisition or termination of contracts; technical, operation or quality setbacks in contract performance; protection of intellectual property rights; risks associated with our nuclear operations; issues with, and financial viability of, key suppliers and subcontractors; availability of materials and supplies; controlling costs of fixed-price development programs; contractual performance relief and the application of cost sharing terms; allowability and allocability of costs under U.S. Government contracts; progress and acceptance of new products and technology; domestic and international competition; legal, financial and governmental risks related to international transactions; potential security threats, natural disasters and other disruptions not under our control; and other risk factors disclosed in our filings with the Securities and Exchange Commission.

These forward-looking statements speak only as of the date of this release and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

This release and the attachments also contain non-GAAP financial measures. A reconciliation to the nearest GAAP measure and a discussion of the company's use of these measures are included in this release or the attachments.

LEARN MORE ABOUT US: Northrop Grumman news releases, product information, photos and video clips are available on the Internet at: http://www.northropgrumman.com/


                                                           SCHEDULE 1
                       NORTHROP GRUMMAN CORPORATION
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                        (preliminary and unaudited)

                                         Year Ended December 31
    $ in millions, except                ----------------------
    per share amounts               2009          2008          2007
    -----------------------------------------------------------------
    Sales and Service Revenues
        Product sales            $20,914       $19,634       $18,577
        Service revenues          12,841        12,681        11,764
    -----------------------------------------------------------------
    Total sales and
     service revenues             33,755        32,315        30,341
    -----------------------------------------------------------------
    Cost of Sales and
     Service Revenues
        Cost of product
         sales                    16,591        15,490        14,340
        Cost of service
         revenues                 11,539        10,885        10,014
    General and
     administrative expenses       3,142         3,143         3,062
    Goodwill impairment                          3,060
    -----------------------------------------------------------------
    Operating income (loss)        2,483          (263)        2,925
    Other (expense) income
        Interest expense            (281)         (295)         (336)
        Other, net                    64            38            17
    -----------------------------------------------------------------
    Earnings (loss) from
     continuing operations
     before income taxes           2,266          (520)        2,606
    Federal and foreign
     income taxes                    693           859           855
    -----------------------------------------------------------------
    Earnings (loss) from
     continuing operations         1,573        (1,379)        1,751
    Earnings from discontinued
     operations, net of tax          113           117            39
    -----------------------------------------------------------------
    Net earnings (loss)           $1,686       $(1,262)       $1,790
    =================================================================
    Basic Earnings (Loss)
     Per Share
        Continuing operations      $4.93        $(4.12)        $5.12
        Discontinued operations      .35           .35           .12
    -----------------------------------------------------------------
    Basic earnings (loss)
     per share                     $5.28        $(3.77)        $5.24
    -----------------------------------------------------------------
    Weighted-average common
     shares outstanding, in
     millions                      319.2         334.5         341.7
    =================================================================
    Diluted Earnings (Loss)
     Per Share
        Continuing operations      $4.87        $(4.12)        $5.01
        Discontinued operations      .34           .35           .11
    -----------------------------------------------------------------
    Diluted earnings (loss)
     per share                     $5.21        $(3.77)        $5.12
    -----------------------------------------------------------------
    Weighted-average
     diluted shares
     outstanding, in
     millions                      323.3         334.5         354.3
    =================================================================
    Net earnings (loss)
     from above                   $1,686       $(1,262)       $1,790
    Other comprehensive
     income (loss)
      Change in cumulative
       translation adjustment         31           (24)           12
      Change in unrealized
       gain (loss) on
       marketable securities
       and cash flow hedges,
       net of tax (expense)
       benefit of $(23) in
       2009, $22 in 2008 and
       $(1) in 2007                   36           (35)            1
      Change in unamortized
       benefit plan costs, net
       of tax (expense)
       benefit of $(374) in
       2009, $1,888 in 2008,
       and $(384) in 2007            561        (2,884)          594
    =================================================================
    Other comprehensive
     income (loss),
     net of tax                      628        (2,943)          607
    -----------------------------------------------------------------
    Comprehensive income (loss)   $2,314       $(4,205)       $2,397
    =================================================================



                                                          SCHEDULE 2
                        NORTHROP GRUMMAN CORPORATION
               CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                        (preliminary and unaudited)

                                       December 31,   December 31,
    $ in millions                          2009           2008
    -----------------------------------------------------------------
    Assets
    Current Assets
      Cash and cash equivalents          $3,275         $1,504
      Accounts receivable, net
       of progress payments               3,394          3,701
      Inventoried costs, net of
       progress payments                  1,170          1,003
      Deferred tax assets                   524            585
      Prepaid expenses and
       other current assets                 272            219
      Assets of discontinued operations       -          1,231
    -----------------------------------------------------------------
      Total current assets                8,635          8,243
    -----------------------------------------------------------------
    Property, Plant, and Equipment
      Land and land improvements            649            619
      Buildings and improvements          2,422          2,326
      Machinery and other equipment       4,759          4,547
      Capitalized software costs            624            530
      Leasehold improvements                630            545
    -----------------------------------------------------------------
                                          9,084          8,567
      Accumulated depreciation           (4,216)        (3,782)
    -----------------------------------------------------------------
      Property, plant, and equipment,
       net                                4,868          4,785
    -----------------------------------------------------------------
    Other Assets
      Goodwill                           13,517         13,509
      Other purchased intangibles,
       net of accumulated
       amortization of $1,871 in
       2009 and $1,767 in 2008              873            947
      Pension and post-retirement
       plan assets                          300            290
      Long-term deferred tax assets       1,010          1,497
      Miscellaneous other assets          1,049            926
    -----------------------------------------------------------------
      Total other assets                 16,749         17,169
    -----------------------------------------------------------------
    Total assets                        $30,252        $30,197
    =================================================================
    Liabilities and Shareholders'
     Equity
    Current Liabilities
      Notes payable to banks                $12            $24
      Current portion of long-term debt      91            477
      Trade accounts payable              1,921          1,887
      Accrued employees' compensation     1,281          1,231
      Advance payments and billings in
       excess of costs incurred           1,954          2,028
      Other current liabilities           1,726          1,637
      Liabilities of discontinued
       operations                             -            165
    -----------------------------------------------------------------
      Total current liabilities           6,985          7,449
    -----------------------------------------------------------------
    Long-term debt, net of current
     portion                              4,191          3,443
    Pension and post-retirement plan
     liabilities                          4,874          5,823
    Other long-term liabilities           1,515          1,562
    -----------------------------------------------------------------
      Total liabilities                  17,565         18,277
    -----------------------------------------------------------------
    Shareholders' Equity
      Common stock, $1 par value;
       800,000,000 shares authorized;
       issued and outstanding:
       2009 - 306,865,201;
       2008 - 327,012,663                   307            327
      Paid-in capital                     8,657          9,645
      Retained earnings                   6,737          5,590
      Accumulated other comprehensive
       loss                              (3,014)        (3,642)
    -----------------------------------------------------------------
      Total shareholders' equity         12,687         11,920
    -----------------------------------------------------------------
    Total liabilities and
     shareholders' equity               $30,252        $30,197
    =================================================================



                                                              SCHEDULE 3
                        NORTHROP GRUMMAN CORPORATION
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (preliminary and unaudited)

                                                  Year Ended December 31
                                                  ----------------------
    $ in millions                                 2009     2008     2007
    --------------------------------------------------------------------
    Operating Activities
        Sources of Cash - Continuing Operations
            Cash received from customers
                Progress payments               $8,561   $6,219   $5,860
                Collections on billings         25,099   26,938   24,570
            Insurance proceeds received             25        5      125
            Other cash receipts                     37       83       34
    --------------------------------------------------------------------
            Total sources of cash - continuing
             operations                         33,722   33,245   30,589
    --------------------------------------------------------------------
        Uses of Cash  - Continuing Operations
            Cash paid to suppliers and
             employees                         (29,250) (28,817) (26,144)
            Pension contributions                 (858)    (320)    (342)
            Interest paid, net of interest
             received                             (269)    (287)    (334)
            Income taxes paid, net of
             refunds received                     (774)    (712)    (853)
            Income taxes paid on sale of
             businesses                           (508)      (7)
            Excess tax benefits from stock-
             based compensation                     (2)     (48)     (52)
            Other cash payments                    (30)     (16)     (52)
    --------------------------------------------------------------------
            Total uses of cash  - continuing
             operations                        (31,691) (30,207) (27,777)
    --------------------------------------------------------------------
        Cash provided by continuing operations   2,031    3,038    2,812
        Cash provided by discontinued
         operations                                102      173       78
    --------------------------------------------------------------------
        Net cash provided by operating
         activities                              2,133    3,211    2,890
    --------------------------------------------------------------------
    Investing Activities
        Proceeds from sale of businesses,
         net of cash divested                    1,650      175
        Payments for businesses purchased          (33)     (92)    (690)
        Additions to property, plant,
         and equipment                            (654)    (681)    (681)
        Payments for outsourcing
         contract costs and related
         software costs                            (68)    (110)    (137)
        (Increase) decrease in
         restricted cash                           (28)      61       59
        Other investing activities, net                      21       19
    --------------------------------------------------------------------
        Net cash provided by (used in)
         investing activities                      867     (626)  (1,430)
    --------------------------------------------------------------------
    Financing Activities
        Net borrowings under lines of credit       (12)      (2)     (69)
        Proceeds from issuance of long-term
         debt                                      843
        Principal payments of long-term
         debt                                     (474)    (113)     (90)
        Proceeds from exercises of stock
         options and issuances of common stock      51      103      274
        Dividends paid                            (539)    (525)    (504)
        Excess tax benefits from stock-based
         compensation                                2       48       52
        Common stock repurchases                (1,100)  (1,555)  (1,175)
    --------------------------------------------------------------------
        Net cash used in financing
         activities                             (1,229)  (2,044)  (1,512)
    --------------------------------------------------------------------
    Increase (decrease) in cash and
     cash equivalents                            1,771      541      (52)
    Cash and cash equivalents,
     beginning of year                           1,504      963    1,015
    --------------------------------------------------------------------
    Cash and cash equivalents, end of year      $3,275   $1,504     $963
    ====================================================================



                                                                    SCHEDULE 4
                         NORTHROP GRUMMAN CORPORATION
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (preliminary and unaudited)

                                                             Year Ended
                                                             December 31
                                                            ------------
    $ in millions                                       2009     2008    2007
    -------------------------------------------------------------------------
    Reconciliation of Net Earnings (Loss) to Net Cash
     Provided by Operating Activities
    Net earnings (loss)                               $1,686  $(1,262) $1,790
    Net earnings from discontinued operations            (95)     (91)    (39)
    Adjustments to reconcile to net cash provided
     by operating activities
        Depreciation                                     585      567     570
        Amortization of assets                           151      189     152
        Impairment of goodwill                                  3,060
        Stock-based compensation                         105      118     196
        Excess tax benefits from stock-based
         compensation                                     (2)     (48)    (52)
        Pre-tax gain on sale of businesses              (446)     (58)
        Pre-tax gain on sale of investments                               (23)
        (Increase) decrease in
            Accounts receivable                       (6,313)    (378) (6,439)
            Inventoried costs                           (291)    (521)      4
            Prepaid expenses and other current assets     (6)     (20)      9
        Increase (decrease) in
            Progress payments                          6,655      764   6,513
            Accounts payable and accruals               (151)     383      (2)
            Deferred income taxes                        112      167     195
            Income taxes payable                          65      241     (59)
            Retiree benefits                             (20)    (167)    (50)
        Other non-cash transactions, net                  (4)      94      47
    -------------------------------------------------------------------------
        Cash provided by continuing operations         2,031    3,038   2,812
        Cash provided by discontinued operations         102      173      78
    -------------------------------------------------------------------------
    Net cash provided by operating activities         $2,133   $3,211  $2,890
    =========================================================================
    Non-Cash Investing and Financing Activities
    Investment in unconsolidated affiliate                                $30
    Sale of businesses
        Liabilities assumed by purchaser                $167     $(18)
    =========================================================================
    Purchase of businesses
        Liabilities assumed by the company                        $20    $136
    =========================================================================
    Mandatorily redeemable convertible
     preferred stock converted or redeemed
     into common stock                                           $350
    =========================================================================
    Capital leases                                                        $35
    =========================================================================
    Capital expenditures accrued in
     accounts payable                                   $104      $84     $80
    =========================================================================


                                                                 SCHEDULE 5
                             NORTHROP GRUMMAN CORPORATION
                          TOTAL BACKLOG AND CONTRACT AWARDS
                             (preliminary and unaudited)

    $ in millions              December 31, 2009      December 31, 2008 (3)
    ------------------------------------------------------------------------
                            FUNDED UNFUNDED  TOTAL   FUNDED UNFUNDED  TOTAL
                              (1)     (2)   BACKLOG    (1)     (2)   BACKLOG
                            -----------------------  -----------------------

    Aerospace Systems      $8,320  $16,063 $24,383   $7,648  $22,883 $30,531
    Electronic Systems      7,591    2,784  10,375    8,391    2,124  10,515
    Information Systems     4,319    4,508   8,827    4,480    3,865   8,345
    Shipbuilding           11,294    9,151  20,445   14,205    8,148  22,353
    Technical Services      2,352    2,804   5,156    1,840    2,831   4,671
                            ----------------------    ----------------------
    Total                 $33,876  $35,310 $69,186  $36,564  $39,851 $76,415
                          ========================  ========================

    (1)  Funded backlog represents firm orders for which funding is
         contractually obligated by the customer.
    (2)  Unfunded backlog represents firm orders for which funding is not
         currently contractually obligated by the customer.
         Unfunded backlog excludes unexercised contract options and unfunded
         Indefinite Delivery Indefinite Quantity (IDIQ) orders.
    (3)  Certain prior period amounts have been reclassified to conform to
         the 2009 presentation.


    New Awards - The estimated value of contract awards included in backlog
    during the year ended December 31, 2009, was approximately $32.3 billion.

    Change in backlog includes a decrease of $5.8 billion for the Kinetic
    Energy Interceptor program termination for convenience, and the DDG 1000
    program restructure.


                                                                 SCHEDULE 6
                             NORTHROP GRUMMAN CORPORATION
                              SUMMARY OPERATING RESULTS
                         DISCONTINUED OPERATIONS RECLASSIFICATION
                              (preliminary and unaudited)

                   2007        2008                      2009
                   ----   --------------   -------------------------------
                           Three
    $ in                   Months
     millions,             Ended            Three Months Ended
     except per    Total   ------  Total   ----------------------     YTD
     share          Year   Dec 31   Year   Mar 31  Jun 30  Sep 30     Sep
     amounts        ----  ---------------  ----------------------    -----

    Sales and
     Services
     Revenues
      As Previously
       Reported    $31,828  $9,154  $33,887  $8,320  $8,957  $8,726  $26,003
      Advisory
       Services
       Division     (1,487)   (379)  (1,572)   (385)   (412)   (376)  (1,173)
                    ------    ----   ------    ----    ----    ----   ------
      Restated
       sales and
       services
       revenues    $30,341  $8,775  $32,315  $7,935  $8,545  $8,350  $24,830
                   -------  ------  -------  ------  ------  ------  -------

    Segment
     Operating
     Income (Loss)(1)
      As Previously
       Reported     $3,115 $(2,155)   $(145)   $791    $719    $786   $2,296
      Advisory
       Services
       Division        (90)    (41)    (154)    (36)    (39)    (36)    (111)
                       ---     ---     ----     ---     ---     ---     ----
      Restated
       segment
       operating
       income
       (loss)       $3,025 $(2,196)   $(299)   $755    $680    $750   $2,185
                    ------ -------    -----    ----    ----    ----   ------

    Earnings
     (Loss) From
     Continuing
     Operations
      As Previously
       Reported     $1,811 $(2,536) $(1,281)   $389    $394    $487   $1,270
      Advisory
       Services
       Division        (60)    (25)     (98)    (23)    (26)    (23)     (72)
                       ---     ---      ---     ---     ---     ---      ---
      Restated
       earnings
       (loss) from
       continuing
       operations   $1,751 $(2,561) $(1,379)   $366    $368    $464   $1,198
                    ------ -------  -------    ----    ----    ----   ------

    Diluted Earnings
     (Loss) Per
     Share from
     Continuing
     Operations
      As Previously
       Reported      $5.18  $(7.76)  $(3.83)  $1.17   $1.21   $1.52    $3.89
      Advisory
       Services
       Division,
       Net of Tax    (0.17)  (0.07)   (0.29)  (0.07)  (0.08)  (0.07)   (0.22)
                     -----   -----    -----   -----   -----   -----    -----
      Restated
       diluted
       earnings
       (loss) per
       share from
       continuing
       operations    $5.01  $(7.83)  $(4.12)  $1.10   $1.13   $1.45    $3.67
                     -----  ------   ------   -----   -----   -----    -----

    Weighted-
     average
     diluted
     shares
     outstanding,
     in
     millions        354.3   326.9    334.5   332.1   325.8   320.6    326.1


     (1) Non-GAAP measure. Management uses segment operating income as an
         internal measure of financial performance for the individual
         business segments.

Non-GAAP Financial Measures Disclosure: Today's press release contains non-GAAP (Generally Accepted Accounting Principles) financial measures, as defined by SEC Regulation G and indicated by a footnote in the text of the release. While we believe that these non-GAAP financial measures may be useful in evaluating Northrop Grumman's financial information, they should be considered as supplemental in nature and not as a substitute for financial information prepared in accordance with GAAP. Definitions are provided for the non-GAAP measures and reconciliations are provided in the body of the release and in attached schedules. References to a "Table" in the definitions below relate to tables in the body of this press release. Other companies may define these measures differently or may utilize different non-GAAP measures.

Adjusted operating income: Operating income (loss) before the net pension adjustment and, for 2008, the $3.060 billion goodwill impairment charge. Adjusted operating income has been provided for consistency and comparability of 2009 and 2008 operating results and is reconciled in Table 1.

Adjusted operating income as a % of sales: Operating income (loss) before the net pension adjustment and, for 2008, the $3.060 billion goodwill impairment charge, divided by sales. Adjusted operating income as a % of sales has been provided for consistency and comparability of 2009 and 2008 operating results and is reconciled on Table 1.

Adjusted earnings from continuing operations: Earnings (loss) from continuing operations excluding, in 2008, the $3.060 billion goodwill impairment charge. Adjusted earnings from continuing operations has been provided for consistency and comparability of 2009 and 2008 operating results and is reconciled on Table 1.

Adjusted diluted EPS from continuing operations: Diluted EPS from continuing operations excluding, in 2008, the per share impact of the goodwill impairment charge. Adjusted diluted EPS from continuing operations has been provided for consistency and comparability of 2009 and 2008 operating results and are reconciled in Table 1.

Cash provided by operations before discretionary pension contributions: Cash provided by operations plus after-tax discretionary pension pre-funding. Cash provided by operations before discretionary pension contributions has been provided for consistency and comparability of 2009 and 2008 financial performance and is reconciled on Table 3.

Net pension adjustment: Pension expense determined in accordance with GAAP less pension expense allocated to the business segments under U.S. Government Cost Accounting Standards (CAS).

After-tax net pension adjustment per share: The per share impact of the net pension adjustment as defined above, after tax at the statutory rate of 35% - provided for consistency and comparability of 2009 and 2008 financial performance and is reconciled on Table 1.

Free cash flow: Cash provided by operations less capital expenditures and outsourcing contract and related software costs. Management uses free cash flow as an internal measure of financial performance. Free cash flow is reconciled in Table 3.

Free cash flow before discretionary pension contributions: Free cash flow plus after-tax discretionary pension pre-funding. Management uses free cash flow before discretionary pension contributions, as reconciled in Table 3, as an internal measure of financial performance.

Pension-adjusted diluted EPS from continuing operations: Diluted EPS from continuing operations excluding the after-tax net pension adjustment and, for 2008, the goodwill impairment charge of $3.060 billion. These per share amounts are provided for consistency and comparability of operating results. Management uses pension-adjusted diluted EPS from continuing operations, as reconciled in Table 1, as a performance metric for operating results.

Segment operating income (loss): Total earnings (loss) from our five segments including allocated pension expense recognized under CAS. Reconciling items to operating income are unallocated expenses, which include unallocated corporate, legal, environmental, state income tax, and other retiree benefits expenses; net pension adjustment, and reversal of royalty income included in segment operating income. Management uses segment operating income, as reconciled in Table 5, as an internal measure of financial performance of our individual business segments.

Segment operating margin rate % / Segment operating income as a % of sales: Segment operating income as defined above, divided by sales. Management uses segment operating income (loss) %, as reconciled in Table 5, as an internal measure of financial performance.

SOURCE Northrop Grumman Corporation

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