Release Details

Northrop Grumman Reports Third Quarter 2008 Results

October 22, 2008
- Earnings Per Share from Continuing Operations Increase 6 Percent to $1.50

LOS ANGELES, Oct. 22 /PRNewswire-FirstCall/ -- Northrop Grumman Corporation (NYSE: NOC) reported that third quarter 2008 earnings from continuing operations increased to $509 million, or $1.50 per diluted share, compared with $489 million, or $1.41 per diluted share, in the third quarter of 2007. Third quarter 2007 earnings from continuing operations included an after-tax gain of $21 million, or $0.06 per share, for the reorganization of AMSEC LLC. Sales for the 2008 third quarter increased 6 percent to $8.4 billion from $7.9 billion in the 2007 third quarter. Cash provided by operations for the 2008 third quarter increased 35 percent to $1.4 billion compared with $1 billion in the prior year period.

    Operating Highlights
                                    Third Quarter           Nine Months
    ($ millions except per
     share data)               2008    2007   Change   2008    2007    Change
    Sales                    $8,381  $7,871       6% $24,733 $23,063       7%
    Operating income            771     806      (4%)  2,041   2,259     (10%)
     as a % of sales           9.2%   10.2% (100 bps)   8.3%    9.8% (150 bps)

    Earnings from continuing
     operations                $509    $489       4%  $1,255  $1,355      (7%)
    Diluted EPS from
     continuing operations     1.50    1.41       6%    3.65    3.86      (5%)
    Net earnings                512     489       5%   1,271   1,336      (5%)
    Diluted EPS                1.51    1.41       7%    3.69    3.81      (3%)
    Cash from operations      1,373   1,015      35%   2,174   2,156       1%
    Free cash flow(1)         1,183     873      36%   1,630   1,636      (0%)

    (1) Free cash flow is a non-GAAP measure defined as cash from operations
        less capital expenditures and outsourcing contract & related software
        costs.  Management uses free cash flow as an internal measure of
        financial performance.


"This was a strong quarter for Northrop Grumman," said Ronald D. Sugar, Northrop Grumman chairman and chief executive officer. "We posted higher sales and earnings, and based on the strength of the quarter we are raising our guidance. New business awards were outstanding and drove our total backlog to a record of more than $70 billion. As expected, cash generation increased dramatically. Our strong cash flow, ample liquidity, and record backlog are a solid foundation for the future and reflect the hard work and dedication of our 120,000 employees."

Segment operating income for the 2008 third quarter totaled $768 million compared with $816 million in the prior year period. The decline is primarily due to lower operating income in Shipbuilding and Information Technology than in the prior year period. Third quarter 2007 Shipbuilding operating income included $45 million for favorable contract adjustments and $22 million for a pre-tax gain on the AMSEC reorganization. Third quarter 2008 segment operating income was impacted by a $57 million negative contract adjustment for Information Technology's New York City wireless program, which was partially offset by patent infringement settlements of $40 million in Electronics.

Operating income for the 2008 third quarter totaled $771 million compared with $806 million in the prior year period. The decrease is due to the decline in segment operating income and higher reversal of royalty income, which more than offset improvements in corporate unallocated expenses and net pension expense.

Interest expense improved by $10 million compared with the prior year period. Other income increased by $38 million due to higher royalty income than in the prior year period.

Federal and foreign income taxes for the 2008 third quarter totaled $233 million compared with $240 million in the third quarter of 2007. During the 2008 third quarter the company recognized net tax benefits totaling $21 million, primarily attributable to settlement of audits of TRW tax returns for the years 1999 through 2002. The effective tax rate applied to income from continuing operations for the 2008 third quarter was 31.4 percent compared with 32.9 percent in the 2007 third quarter.

Net earnings for the 2008 third quarter increased 5 percent to $512 million, or $1.51 per diluted share, from $489 million, or $1.41 per diluted share, for the same period of 2007. Earnings per share are based on weighted average diluted shares outstanding of 340.1 million for the third quarter of 2008 and 352.6 million for the third quarter of 2007. The weighted average share count reflects the net effect of share repurchases and the redemption or conversion of 6.4 million mandatorily redeemable convertible preferred shares into common shares on or before April 4, 2008. Weighted average shares outstanding for the 2007 third quarter include the dilutive effect of 6.4 million shares of the company's mandatorily redeemable convertible preferred stock.

New business awards totaled $11.5 billion, resulting in a record total backlog of $70.1 billion for the company as of Sept. 30, 2008. Total backlog includes funded backlog and firm orders for which funding is not currently contractually obligated by the customer.


    Cash Flow Highlights

                                    Third Quarter          Nine Months
    ($ millions)                 2008    2007  Change  2008    2007  Change
    Cash from operations        $1,373  $1,015  $358  $2,174  $2,156    $18
    Less:
    Capital expenditures           167     133   (34)    444     431    (13)
    Outsourcing contract &
     related software costs         23       9   (14)    100      89    (11)
    Free cash flow(1)           $1,183    $873  $310  $1,630  $1,636    $(6)

    (1)  Free cash flow is a non-GAAP measure defined as cash from operations
         less capital expenditures and outsourcing contract & related software
         costs.  Management uses free cash flow as an internal measure of
         financial performance.


Cash provided by operations in the 2008 third quarter increased to $1.4 billion from $1 billion in the prior year period, and free cash flow increased to $1.2 billion. The increase reflects substantially improved working capital and lower cash taxes.


    Cash Measurements, Debt and Capital Deployment

    ($ millions)                               9/30/2008        12/31/2007
    Cash & cash equivalents                      $1,016            $963
    Total debt                                    3,944           4,055
    Net debt (1)                                  2,928           3,092
    Mandatorily redeemable
     convertible preferred stock                      -             350
    Net debt to total capital ratio(2)               14%             14%

    (1)  Total debt less cash and cash equivalents.

    (2)  Net debt divided by the sum of shareholders' equity and total debt.

Cash and cash equivalents totaled $1 billion at Sept. 30, 2008 compared with $963 million at Dec. 31, 2007, and total debt was $3.9 billion at Sept. 30, 2008. Changes in cash and cash equivalents and total debt include the following cash deployment, investing and financing actions during the first nine months of 2008:

    --  $1.5 billion for share repurchases
    --  $444 million for capital expenditures and $100 million for outsourcing
        contract and related software costs
    --  $395 million for dividends
    --  $110 million principal payments of long-term debt
    --  $95 million proceeds from exercises of stock options and issuance of
        common stock
    --  $175 million proceeds from the sale of the company's Electro-Optical
        Systems business


    2008 Guidance Raised

                                                    Prior       Current

    Sales                                           ~$33B       ~$33.4B

    Segment operating income(1) as % of sales   mid to high 8%   mid 8%

    Operating income as % of sales                  high 8%      mid 8%

    Diluted EPS from continuing operations      $4.90 - 5.15  $5.10 - $5.20

    Cash from operations (2)                     $2.6 - 2.9B    $2.6 - 2.9B

    Free cash flow (2),(3)                       $1.7 - 2.1B    $1.8 - 2.1B

    (1)  Segment operating income is a non-GAAP measure used as an internal
         measure of financial performance for the four businesses.

    (2)  After required pension contributions of $120 million forecast for
         2008 and before any additional discretionary pension pre-funding
         contributions in 2008.

    (3)  Free cash flow is a non-GAAP measure defined as cash from operations
         less capital expenditures and outsourcing contract & related software
         costs.  Management uses free cash flow as an internal measure of
         financial performance.



    Business Results

    CONSOLIDATED SALES &
     SEGMENT OPERATING INCOME(1)
    ($ millions)                 Third Quarter             Nine Months
                              2008    2007   Change    2008    2007    Change
    Sales
    Information & Services   $3,109  $2,929       6%  $9,172  $8,628       6%
    Aerospace                 2,424   2,256       7%   7,262   6,819       6%
    Electronics               1,814   1,577      15%   5,044   4,733       7%
    Shipbuilding              1,451   1,469      (1%)  4,403   3,984      11%
    Intersegment eliminations  (417)   (360)          (1,148) (1,101)
    Sales                     8,381   7,871       6%  24,733  23,063       7%

    Segment operating income(1)
    Information & Services      196     225     (13%)    690     706      (2%)
    Aerospace                   234     224       4%     722     696       4%
    Electronics                 264     211      25%     675     592      14%
    Shipbuilding                118     183     (36%)     26     396     (93%)
    Intersegment eliminations   (44)    (27)            (103)    (84)
    Segment operating income(1) 768     816      (6%)  2,010   2,306     (13%)
     as a % of sales           9.2%   10.4% (120 bps)   8.1%   10.0% (190 bps)


    Reconciliation to
     operating
      Income:
        Unallocated expenses    (20)    (34)             (95)   (130)
        Net pension
         adjustment(2)           64      31              192      92
        Royalty income
         adjustment             (41)     (7)             (66)     (9)
    Total operating income     $771    $806      (4%) $2,041  $2,259     (10%)
     as a % of sales           9.2%   10.2% (100 bps)   8.3%    9.8% (150 bps)

    (1)  Segment operating income is a non-GAAP measure used as an internal
         measure of financial performance for the four businesses.

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

Beginning with 2008 second quarter results, the company transferred certain missile systems programs from Mission Systems to Space Technology. Schedule 6 provides previously reported quarterly financial results and the adjustments for first and second quarter 2008 realignments and the second quarter 2008 sale of Electro-Optical Systems.


    Information & Services
                                      Third Quarter ($ millions)
                                    2008                     2007
                                  Operating    %            Operating    %
                           Sales   Income   of Sales  Sales  Income   of Sales
    Mission Systems        $1,417   $128      9.0%   $1,249    $125    10.0%
    Information Technology  1,085     37      3.4%    1,107      72     6.5%
    Technical Services        607     31      5.1%      573      28     4.9%
                           $3,109   $196      6.3%   $2,929    $225     7.7%


Information & Services third quarter 2008 sales increased 6 percent, primarily due to a 13 percent increase in Mission Systems sales. Operating income declined 13 percent, and as a percent of sales, totaled 6.3 percent compared with 7.7 percent. Higher sales and operating margin in Mission Systems and Technical Services were offset by a negative contract adjustment in Information Technology.

Mission Systems sales increased 13 percent due to higher volume for intelligence, surveillance & reconnaissance programs and command, control & communications programs. Operating income increased 2 percent and as a percent of sales, totaled 9 percent compared with 10 percent in the prior year period. Higher operating income reflects higher volume than in the prior year period. The change in rate is attributable to fewer positive performance-related contract adjustments in this quarter than in the prior year period.

Information Technology sales declined 2 percent. Third quarter 2008 sales include higher volume for defense, intelligence and civilian agencies. Higher sales for these programs were offset by lower sales for commercial, state and local programs. Operating income declined 49 percent and as a percent of sales declined to 3.4 percent from 6.5 percent. The declines in sales, operating income and rate are due to a $57 million negative performance adjustment for the New York City Wireless program. The adjustment includes provisions related to a key supplier as well as a revised estimate of cost to complete the program. Third quarter 2007 operating income included negative adjustments for state and local IT outsourcing programs, including $22 million in increased amortization of deferred and other outsourcing costs.

Technical Services sales rose 6 percent due to higher volume for life cycle optimization and engineering programs. Operating income increased 11 percent, and as a percent of sales, increased to 5.1 percent from 4.9 percent in the prior year period. The improvement in operating income and rate reflects higher volume, a greater percentage of higher margin life cycle optimization and engineering programs than in the prior year, and improved performance for those programs.


    Aerospace
                                    Third Quarter ($ millions)
                                2008                        2007
                              Operating     %             Operating     %
                      Sales    Income   of Sales   Sales    Income   of Sales
    Integrated
     Systems          $1,345      $144    10.7%   $1,255     $145     11.6%
    Space Technology   1,079        90     8.3%    1,001       79      7.9%
                      $2,424      $234     9.7%   $2,256     $224      9.9%


Aerospace third quarter 2008 sales increased 7 percent from the prior year period and include higher volume for both Integrated Systems and Space Technology. Aerospace third quarter 2008 operating income increased 4 percent, and as a percent of sales, totaled 9.7 percent compared with 9.9 percent in the prior year period.

Integrated Systems sales increased 7 percent due to higher volume for the UCAS-D, F/A-18, B-2, and restricted programs, partially offset by lower volume for the F-35 program. Operating income was comparable to the prior year period, and as a percent of sales totaled 10.7 percent compared with 11.6 percent in the prior year period. The decline in margin rate reflects initial lower margin on new programs and higher unallowable expenses than in the prior year period.

Space Technology sales increased 8 percent, primarily due to higher volume for restricted programs, and the Kinetic Energy Interceptor, NPOESS, and James Webb Space Telescope programs. Higher volume for these programs was partially offset by lower volume for the Advanced Extremely High Frequency and Space Radar programs. Operating income increased 14 percent, and as a percent of sales improved to 8.3 percent from 7.9 percent. The improvement in operating income and rate is due to higher volume as well as the achievement of technical performance milestones and risk reduction on several programs.



    Electronics
                                   Third Quarter ($ millions)
                                2008                        2007
                             Operating    % of            Operating    % of
                    Sales      Income     Sales    Sales    Income     Sales
                    $1,814      $264      14.6%   $1,577     $211      13.4%


Electronics third quarter 2008 sales increased 15 percent from the prior year period principally due to higher unit deliveries of land forces products and combat avionics systems, as well as higher sales for surveillance systems and postal automation programs.

Electronics third quarter 2008 operating income increased 25 percent, and as a percent of sales, increased to 14.6 percent from 13.4 percent. Third quarter 2008 operating income includes $40 million of patent infringement settlements. Operating income for the 2007 third quarter included favorable performance adjustments on several programs.



    Shipbuilding
                                   Third Quarter ($ millions)
                                2008                         2007
                             Operating    % of            Operating    % of
                     Sales     Income     Sales   Sales     Income     Sales
                     $1,451     $118       8.1%   $1,469     $183      12.5%


Shipbuilding third quarter 2008 sales declined 1 percent from the prior year due to lower volume for expeditionary warfare and U.S. Coast Guard programs than in the prior year period, primarily due to Gulf Coast shipyards work stoppages caused by Hurricane Gustav. Lower volume for these programs was partially offset by higher volume for aircraft carriers and surface combatants.

Shipbuilding third quarter 2008 operating income declined 36 percent from the prior year period, and as a percent of sales, totaled 8.1 percent compared with 12.5 percent in the prior year period. Third quarter 2007 operating income and margin rate included $45 million for positive contract adjustments due to recognition of risk reduction upon completion of several contract actions, as well as a $22 million pre-tax gain resulting from the AMSEC reorganization. Third quarter 2008 operating income and rate also reflect the impact of lower volume and a $16 million negative contract adjustment for cost growth and schedule delays resulting from Hurricane Ike disruption to a major subcontractor on the LPD program.

Third Quarter Highlights

  • Northrop Grumman employees Thomas Howes, Marc Gonsalves and Keith Stansell were safely freed in a bold rescue effort and returned to their families in the U.S. after more than five years as captives of the FARC in Colombia.
  • The U.S. Navy awarded Northrop Grumman a $5.1 billion, 7-year cost plus incentive fee contract award for detail design and construction of the Gerald R. Ford (CVN 78) nuclear-powered aircraft carrier.
  • The U.S. Government Accountability Office denied a losing bidder's protest of the U.S. Navy's Broad Area Maritime Surveillance (BAMS) Unmanned Aircraft System award to Northrop Grumman, allowing the Navy and Northrop Grumman to move forward on the program.
  • Northrop Grumman was one of eight companies awarded an indefinite delivery/indefinite quantity Contract Field Teams contract with a potential collective value of up to $10.12 billion over seven years to provide modification, maintenance and repair on U.S. Air Force, Army and Navy weapons systems and support equipment at operational installations in the United States and abroad.
  • Northrop Grumman is one of 12 companies that received awards from the U.S. Air Force under the Future Flexible Acquisition and Sustainment Tool (F2AST) program, which has a ceiling value of $6.9 billion over 10 years. The contract was to provide development, modification and depot maintenance of any Air Force system, including support systems, subsystems and components.
  • The U.S. Air Force awarded Northrop Grumman a firm fixed-price contract valued at more than $250 million over four years to provide contractor logistics services to Air Force, Army, Navy and Marine Corps C-20 aircraft.
  • Northrop Grumman received a 56-month contract from Lockheed Martin Corporation worth up to $240 million, if all options are exercised, to provide critical technologies for the Airborne and Maritime/Fixed Station Joint Tactical Radio System.
  • The U.S. Navy ordered from Northrop Grumman a fourth lot of Improved Capability (ICAP) III airborne electronic attack systems for its fleet of EA-6B Prowlers under a firm, fixed-price, 31-month contract potentially valued at more than $125 million.
  • The U.S. Air Force awarded a $120 million contract order to Northrop Grumman for delivery of LITENING Gen 4 targeting and sensor systems and related equipment to support the Air National Guard, Air Force Reserve Command and the U.S. Marine Corps.
  • The U.S. Coast Guard commissioned the Northrop Grumman-built National Security Cutter USCGC Bertholf on August 4, the U.S. Coast Guard's birthday. The Bertholf is the most capable and technologically- advanced maritime asset in the service's 218-year existence.
  • The Northrop Grumman-built amphibious transport dock ship USS Green Bay (LPD 20) was delivered to the U.S. Navy on Aug. 29, 2008.
  • Northrop Grumman completed -- on budget and on schedule -- the center fuselage for the first U.S. Navy F-35 Lightning II aircraft.
  • The Northrop Grumman-led team on the U.S. Missile Defense Agency's Kinetic Energy Interceptor successfully completed the third of five planned static fire tests of the second stage motor.
  • The Northrop Grumman-built high-energy laser installed on the U.S. Missile Defense Agency's Airborne Laser (ABL) aircraft fired successfully in a ground test at Edwards Air Force Base, Calif. The ABL's megawatt-class laser is the most powerful directed energy weapon ever developed for airborne use.
  • Northrop Grumman and the Virginia Information Technologies Agency were rated first in the nation for Enterprise Information Technology Management Initiatives by the National Association of Chief Information Officers.

About Northrop Grumman

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

Northrop Grumman will webcast its earnings conference call at 12:30 p.m. EDT on Oct. 22, 2008. 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.

Note: Certain statements and assumptions in this release contain or are based on "forward-looking" information that Northrop Grumman Corporation (the "Company") believes to be within the definition in the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties, and include, among others, statements in the future tense, and all statements accompanied by terms such as "project," "expect," "estimate," "assume," "believe," "plan," "forecast," "intend," "anticipate," "guidance," "outlook," "trends," "target" or variations thereof. This information reflects the Company's best estimates when made, but the Company expressly disclaims any duty to update this information if new data become available or estimates change after the date of this release.

Such "forward-looking" information includes, among other things, financial guidance regarding sales, segment operating income, pension expense, employer contributions under pension plans and medical and life benefits plans, cash flow, and earnings per share, and is subject to numerous assumptions and uncertainties, many of which are outside the Company's control. These include the Company's assumptions with respect to future revenues; expected program performance and cash flows; returns on pension plan assets and variability of pension actuarial and related assumptions and regulatory requirements; the outcome of litigation, claims, appeals, bid protests, and investigations; hurricane-related insurance recoveries; environmental remediation; acquisitions and divestitures of businesses; joint ventures and other business arrangements; access to capital; performance issues with key suppliers and subcontractors; product performance and the successful execution of internal plans; successful negotiation of contracts with labor unions; allowability and allocability of costs under U.S. Government contracts; effective tax rates and timing and amounts of tax payments; the results of any audit or appeal process with the Internal Revenue Service; the availability and retention of skilled labor; and anticipated costs of capital investments, among other things.

The Company's operations are subject to various additional risks and uncertainties resulting from its position as a supplier, either directly or as subcontractor or team member, to the U.S. government and its agencies as well as to foreign governments and agencies; actual outcomes are dependent upon various factors, including, without limitation, the Company's successful performance of internal plans; government customers' budgetary constraints; customer changes in short-range and long-range plans; domestic and international competition in both the defense and commercial areas; technical, operational or quality setbacks that could adversely affect the profitability or cash flow of the company; product performance; continued development and acceptance of new products and, in connection with any fixed-price development programs, controlling cost growth in meeting production specifications and delivery rates; performance issues with key suppliers and subcontractors; government import and export policies; acquisition or termination of government contracts; the outcome of political and legal processes and of the assertion or prosecution of potential substantial claims by or on behalf of a U.S. government customer; natural disasters, including amounts and timing of recoveries under insurance contracts, availability of materials and supplies, continuation of the supply chain, contractual performance relief and the application of cost sharing terms, allowability and allocability of costs under U.S. Government contracts, impacts of timing of cash receipts and the availability of other mitigating elements; terrorist acts; legal, financial and governmental risks related to international transactions and global needs for military aircraft, military and civilian electronic systems and support, information technology, naval vessels, space systems, technical services and related technologies, as well as other economic, political and technological risks and uncertainties and other risk factors set out in the Company's filings from time to time with the Securities and Exchange Commission, including, without limitation, Company reports on Form 10-K as updated by Form 8-K filed on July 29, 2008 and Form 10-Q.

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                                                            SCHEDULE 1

                         NORTHROP GRUMMAN CORPORATION
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (unaudited)


                                   Three months ended Nine months ended
                                      September 30     September 30
    $ in millions, except per share   2008    2007     2008     2007
    Sales and Service Revenues
      Product sales                 $4,808  $4,264  $14,051  $12,910
      Service revenues               3,573   3,607   10,682   10,153
    Total sales and service
     revenues                        8,381   7,871   24,733   23,063
    Cost of Sales and Service
     Revenues
      Cost of product sales          3,682   3,198   11,204    9,894
      Cost of service revenues       3,143   3,084    9,168    8,612
    General and administrative
     expenses                          785     783    2,320    2,298
    Operating income                   771     806    2,041    2,259
      Interest expense                 (74)    (84)    (223)    (256)
      Other, net                        45       7       72       (3)
    Earnings from continuing
     operations before income taxes    742     729    1,890    2,000
    Federal and foreign income
     taxes                             233     240      635      645
    Earnings from continuing
     operations                        509     489    1,255    1,355
    Income (Loss) from discontinued
     operations, net of tax              3               16      (19)
    Net earnings                      $512    $489   $1,271   $1,336


    Basic Earnings (Loss) Per Share
      Continuing operations          $1.52   $1.44    $3.72    $3.95
      Discontinued operations          .01              .05     (.05)
    Basic earnings per share         $1.53   $1.44    $3.77    $3.90
    Weighted-average common shares
     outstanding, in millions        334.2   340.2    337.1    342.9
    Diluted Earnings (Loss) Per
     Share
      Continuing operations          $1.50   $1.41    $3.65    $3.86
      Discontinued operations          .01              .04     (.05)
    Diluted earnings per share       $1.51   $1.41    $3.69    $3.81
    Weighted-average diluted shares
     outstanding, in millions        340.1   352.6    344.5    355.4



                                                                SCHEDULE 2

                         NORTHROP GRUMMAN CORPORATION
           CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                                 (unaudited)

                                                   September 30,  December 31,
    $ in millions                                      2008          2007
    Assets:
    Cash and cash equivalents                         $1,016           $963
    Accounts receivable, net of progress payments      3,957          3,790
    Inventoried costs, net of progress payments        1,147          1,000
    Deferred income taxes                                481            542
    Prepaid expenses and other current assets            408            502
    Total current assets                               7,009          6,797
    Property, plant, and equipment, net of
     accumulated depreciation of $3,719 in 2008
     and $3,424 in 2007                                4,675          4,690
    Goodwill                                          17,475         17,672
    Other purchased intangibles, net of
     accumulated amortization of $1,767 in 2008
     and $1,687 in 2007                                  964          1,074
    Pension and post-retirement benefits asset         2,148          2,080
    Other assets                                         983          1,060
    Total assets                                     $33,254        $33,373


    Liabilities:
    Notes payable to banks                               $28            $26
    Current portion of long-term debt                     73            111
    Trade accounts payable                             1,820          1,890
    Accrued employees' compensation                    1,370          1,175
    Advance payments and billings in excess
     of costs incurred                                 1,889          1,563
    Other current liabilities                          1,632          1,667
    Total current liabilities                          6,812          6,432
    Long-term debt, net of current portion             3,843          3,918
    Mandatorily redeemable convertible preferred stock                  350
    Pension and post-retirement benefits liability     3,102          3,008
    Other long-term liabilities                        1,934          1,978
    Total liabilities                                 15,691         15,686

    Shareholders' Equity:
    Common stock, $1 par value; 800,000,000
     shares authorized; issued and
     outstanding: 2008 - 327,071,763; 2007
     - 337,834,561                                       327            338
    Paid-in capital                                    9,668         10,661
    Retained earnings                                  8,253          7,387
    Accumulated other comprehensive loss                (685)          (699)
    Total shareholders' equity                        17,563         17,687
    Total liabilities and shareholders' equity       $33,254        $33,373



                                                             SCHEDULE 3

                         NORTHROP GRUMMAN CORPORATION
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (unaudited)


                                                      Nine months ended
                                                          September 30
    $ in millions                                    2008              2007
    Operating Activities
      Sources of Cash - Continuing
       Operations
        Cash received from customers
          Progress payments                         $5,465            $5,260
          Collections on billings                   19,828            18,015
        Proceeds from insurance carriers
         related to operations                           5               125
        Other cash receipts                             82                21
        Total sources of cash-continuing
         operations                                 25,380            23,421
      Uses of Cash - Continuing Operations
        Cash paid to suppliers and employees       (22,334)          (20,215)
        Interest paid, net of interest
         received                                     (251)             (285)
        Income taxes paid, net of refunds
         received                                     (569)             (637)
        Excess tax benefits from stock-based
         compensation                                  (47)              (73)
        Other cash payments                             (8)              (22)
        Total uses of cash-continuing
         operations                                (23,209)          (21,232)
        Cash provided by continuing
         operations                                  2,171             2,189
        Cash provided by (used in)
         discontinued operations                         3               (33)
      Net cash provided by operating
       activities                                    2,174             2,156
    Investing Activities
      Proceeds from sale of business, net
       of cash divested                                175
      Payment for businesses purchased, net
       of cash acquired                                                 (685)
      Proceeds from sale of property,
       plant, and equipment                             10                16
      Additions to property, plant, and
       equipment                                      (444)             (431)
      Payments for outsourcing contract and
       related software costs                         (100)              (89)
      Proceeds from insurance carriers
       related to capital expenditures                                     3
      Decrease in restricted cash                       59                45
      Other investing activities, net                    1                (5)
      Net cash used in investing activities           (299)           (1,146)
    Financing Activities
      Net borrowings (payments) under lines
       of credit                                         3               (63)
      Principal payments of long-term debt            (110)              (96)
      Proceeds from exercises of stock
       options and issuance of common stock             95               246
      Dividends paid                                  (395)             (378)
      Excess tax benefits from stock-based
       compensation                                     47                73
      Common stock repurchases                      (1,462)           (1,094)
      Net cash used in financing activities         (1,822)           (1,312)
    Increase (decrease) in cash and cash
     equivalents                                        53              (302)
    Cash and cash equivalents, beginning
     of period                                         963             1,015
    Cash and cash equivalents, end of
     period                                         $1,016              $713



                                                             SCHEDULE 4

                         NORTHROP GRUMMAN CORPORATION
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (unaudited)

                                                        Nine months ended
                                                           September 30
    $ in millions                                      2008             2007
    Reconciliation of Net Earnings to Net
     Cash Provided by Operating Activities
    Net Earnings                                      $1,271           $1,336
    Adjustments to reconcile to net cash
     provided by operating activities
      Depreciation                                       416              416
      Amortization of assets                             148              106
      Stock-based compensation                           126              135
      Excess tax benefits from stock-based
       compensation                                      (47)             (73)
      Loss on disposals of property, plant,
       and equipment                                       4               14
      Amortization of long-term debt
       premium                                            (7)              (8)
      Pre-tax gain on investments                                         (22)
      Pre-tax gain on sale of business                   (58)
      Increase in
        Accounts receivable                           (4,845)          (4,493)
        Inventoried costs                               (531)             (90)
        Prepaid expenses and other current
         assets                                          (43)             (17)
      Increase (decrease) in
        Progress payments                              5,062            4,694
        Accounts payable and accruals                    313              (29)
        Deferred income taxes                            122               25
        Income taxes payable                             130               59
        Retiree benefits                                  35               96
      Other non-cash transactions, net                    75               40
    Cash provided by continuing
     operations                                        2,171            2,189
    Cash provided by (used in)
     discontinued operations                               3              (33)
    Net cash provided by operating
     activities                                       $2,174           $2,156

    Non-Cash Investing and Financing
     Activities

    Sale of business
      Cash received for business sold                   $175
      Pre-tax gain on sale of business                   (58)
      Net book value value of assets sold,
       including goodwill                               (135)
      Liabilities assumed by purchaser                  $(18)

    Investment in unconsolidated affiliate                                $30

    Purchase of businesses
      Fair value of assets acquired,
       including goodwill                                                $892
      Cash paid for businesses purchased                                 (685)
      Non-cash consideration given for
       businesses purchased                                               (60)
    Liabilities assumed                                                  $147

    Mandatorily redeemable convertible
     preferred stock converted or
     redeemed into common stock                         $350

    Capital leases                                                        $21



                                                                SCHEDULE 5

                         NORTHROP GRUMMAN CORPORATION
                      TOTAL BACKLOG AND CONTRACT AWARDS
                               ($ in millions)
                                 (unaudited)

                                            TOTAL BACKLOG
                            September 30, 2008        December 31, 2007(3)
                                             TOTAL                      TOTAL
                      FUNDED(1) UNFUNDED(2) BACKLOG FUNDED UNFUNDED(2) BACKLOG
    Information &
     Services
      Mission Systems   $2,562    $3,128    $5,690   $2,365  $3,288   $5,653
      Information
       Technology        2,399     1,967     4,366    2,581   2,268    4,849
      Technical
       Services          1,452     2,690     4,142    1,471   3,193    4,664
    Total
     Information &
     Services            6,413     7,785    14,198    6,417   8,749   15,166

    Aerospace
      Integrated
       Systems           5,221     7,417    12,638    4,204   4,525    8,729
      Space
       Technology        1,608    13,112    14,720    2,295  13,963   16,258
    Total Aerospace      6,829    20,529    27,358    6,499  18,488   24,987

    Electronics          8,687     2,453    11,140    7,887   2,047    9,934
    Shipbuilding        12,374     5,031    17,405   10,348   3,230   13,578
    Total              $34,303   $35,798   $70,101  $31,151 $32,514  $63,665

    (1) Funded backlog represents unfilled orders for which funding has been
        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 contract awards.

    (3) Certain prior period amounts have been reclassified to conform to the
        2008 presentation.


    CONTRACT AWARDS

    The value of new contract awards during the nine months ended September
    30, 2008, is approximately $31.1 billion.  Significant new awards during
    this period include $5.1 billion for CVN 78 Gerald R. Ford aircraft
    carrier, $1.5 billion for the aerial refueling tanker replacement program
    (see below), $1.4 billion for the DDG 1000 Zumwalt-class destroyer, $1.2
    billion for the Broad Area Maritime Surveillance (BAMS) Unmanned Aircraft
    System program (see below), $389 million for the Vehicular
    Intercommunications Systems IDIQ, $356 million for the Intercontinental
    Ballistic Missile (ICBM) program, and $267 million for the F-35.

    On February 29, 2008, the company won a $1.5 billion contract awarded by
    the U.S. Air Force as an initial step to replace its aerial refueling
    tanker fleet. The losing bidder for the contract protested the award
    decision by the U.S. Air Force.  A review of the award process was
    conducted by the Government Accountability Office (GAO), which issued its
    report on June 18, 2008 upholding the other bidder's protest. On September
    10, 2008, the Secretary of Defense announced that the competition was
    cancelled pending the determination for a new competitive proposal and
    evaluation process. The company continues to carry the award in its
    backlog as of September 30, 2008.

    On April 22, 2008, the company was awarded a contract by the U.S. Navy for
    the BAMS Unmanned Aircraft System.  One of the other bidders for the
    contract subsequently protested the decision by the U.S. Navy to award the
    contract to the company.  The GAO denied the protest on August 12, 2008,
    the company re-started work on the contract.

    The value of new contract awards during the nine months ended September
    30, 2007, is approximately $26.2 billion.  Significant new awards during
    this period include $2.2 billion for LHA-6, $875 million for the Flats
    Sequencing Systems/ Postal Automation program, $623 million for the
    Unmanned Combat Air System Carrier Demonstration, $510 million for the DDG
    1000 Zumwalt-class destroyer program, $270 million for the ICBM program,
    $227 million for the F-22 program, and $185 million for the Joint National
    Integration Center Research & Development program.


                                                              SCHEDULE 6

                         NORTHROP GRUMMAN CORPORATION
                     REALIGNED SELECTED OPERATING RESULTS
                      ($ in millions, except per share)
                         (preliminary and unaudited)

                                      AS REPORTED (2)
                   2006                     2007                       2008
                                                                       Three
                                                                       Months
                   Total       Three Months Ended               Total  Ended
    NET SALES      Year    Mar 31    Jun 30  Sep 30    Dec 31   Year   Mar 31

    Information
     & Services
    Mission
     Systems      $5,494   $1,362    $1,542  $1,459   $1,568   $5,931  $1,545
    Information
     Technology    3,962    1,038     1,143   1,107    1,198    4,486   1,085
    Technical
     Services      1,858      520       551     573      533    2,177     505
      Total
       Information
       & Services 11,314    2,920     3,236   3,139    3,299   12,594   3,135

    Aerospace
    Integrated
     Systems       5,500    1,281     1,225   1,255    1,306    5,067   1,340
    Space
     Technology    2,923      754       769     750      860    3,133     775
      Total
       Aerospace   8,423    2,035     1,994   2,005    2,166    8,200   2,115

    Electronics    6,543    1,587     1,720   1,673    1,926    6,906   1,555

    Ships          5,321    1,156     1,359   1,469    1,804    5,788   1,264

    Intersegment
     Eliminations (1,488)    (358)     (383)   (358)    (371)  (1,470)   (345)

      Total
       Sales
       and
       Service
       Revenue   $30,113   $7,340    $7,926  $7,928   $8,824  $32,018  $7,724


    SEGMENT
     OPERATING
     MARGIN

    Information &
     Services
    Mission
     Systems        $519     $119      $160    $144     $143     $566    $145
    Information
     Technology      342       86        90      72       81      329      89
    Technical
     Services        120       28        32      28       32      120      26
      Total
       Information
        & Services   981      233       282     244      256    1,015     260

    Aerospace
    Integrated
    Systems          551      160       149     145      137      591     170
    Space
     Technology      245       59        69      59       74      261      65
      Total
       Aerospace     796      219       218     204      211      852     235
    Electronics      754      185       183     211      234      813     209
    Ships            393       79       134     183      142      538    (218)

    Intersegment
     Eliminations   (117)     (29)      (28)    (25)     (33)    (115)    (28)

      Total
       Segment
       Operating
       Margin (1) $2,807     $687      $789    $817     $810   $3,103    $458

    CONSOLIDATED
     HIGHLIGHTS

    Income
     From
     Continuing
     Operations   $1,573     $390      $466    $490     $457   $1,803    $263

    Diluted
     Earnings
     per
     Share
     from
     Continuing
     Operations   $4.46     $1.11     $1.33   $1.41    $1.31    $5.16    $.76

    Weighted
     Average
     Diluted
     Shares
     Outstanding,
     in millions  358.6     358.3     355.3   352.6    351.1    354.3   349.3

                                       REALIGNED (2)
                   2006                     2007                   2008
                                                                       Three
                                                                       Months
                   Total       Three Months Ended               Total  Ended
    NET SALES      Year    Mar 31    Jun 30  Sep 30    Dec 31   Year   Mar 31

    Information
     & Services
    Mission
     Systems      $4,704   $1,159    $1,288  $1,249   $1,381    $5,077 $1,298
    Information
     Technology    3,962    1,038     1,143   1,107    1,198     4,486  1,085
    Technical
     Services      1,858      520       551     573      533     2,177    505
      Total
       Information
       & Services 10,524    2,717     2,982   2,929    3,112    11,740  2,888

    Aerospace
    Integrated
     Systems       5,500    1,281     1,225   1,255    1,306     5,067  1,340
    Space
     Technology    3,869      990     1,067   1,001    1,118     4,176  1,022
      Total
       Aerospace   9,369    2,271     2,292   2,256    2,424     9,243  2,362

    Electronics    6,267    1,528     1,628   1,577    1,795     6,528  1,555

    Ships          5,321    1,156     1,359   1,469    1,804     5,788  1,264

    Intersegment
     Eliminations (1,490)    (358)     (383)   (360)    (370)   (1,471)  (345)

      Total
       Sales
       and
       Service
       Revenue   $29,991   $7,314    $7,878  $7,871   $8,765   $31,828 $7,724


    SEGMENT
     OPERATING
     MARGIN

    Information
     & Services
    Mission
     Systems        $451     $103      $142    $125     $138     $508    $128
    Information
     Technology      342       86        90      72       81      329      89
    Technical
     Services        120       28        32      28       32      120      26
      Total
       Information
       & Services    913      217       264     225      251      957     243

    Aerospace
    Integrated
     Systems         551      160       149     145      137      591     170
    Space
     Technology      311       73        90      79       87      329      82
      Total
       Aerospace     862      233       239     224      224      920     252

    Electronics      786      192       189     211      221      813     209

    Ships            393       79       134     183      142      538    (218)

    Intersegment
     Eliminations   (117)     (29)      (28)    (27)     (29)    (113)    (28)

      Total
       Segment
       Operating
       Margin (1) $2,837     $692      $798    $816     $809   $3,115    $458



    CONSOLIDATED
     HIGHLIGHTS

    Income
     From
     Continuing
     Operations   $1,593     $394      $472    $489     $456   $1,811    $263

    Diluted
     Earnings
     per
     Share
     from
     Continuing
     Operations    $4.51    $1.12     $1.35   $1.41    $1.31    $5.18    $.76

    Weighted
     Average
     Diluted
     Shares
     Outstanding,
     in millions   358.6    358.3     355.3   352.6    351.1    354.3   349.3

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

    (2)  "As Reported" amounts are as of December 31, 2007, which reflect the
         results of Interconnect Technologies as a discontinued operation.

    (3)  Reported amounts adjusted to reflect the Park Air / Remotec
         realignment, Missile Systems realignment, and the presentation of
         Electro-Optical Systems as a discontinued operation. These events
         were previously reported in Schedule 6 of the Fourth Quarter and Year
         End December 2007, First Quarter 2008, and Second Quarter 2008
         earnings releases.

SOURCE Northrop Grumman Corporation

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