Release Details

Northrop Grumman Reports Second Quarter 2008 Results

July 29, 2008

  • Earnings from Continuing Operations Increase to $1.40 per Share
  • Net Earnings Increase to $1.44 per Share
  • Sales Increase 10 Percent to $8.6 Billion
  • Operating Income Increases 6 Percent
  • Cash from Operations of $607 Million
  • Free Cash Flow of $431 Million

LOS ANGELES, July 29 /PRNewswire-FirstCall/ -- Northrop Grumman Corporation (NYSE: NOC) reported that second quarter 2008 earnings from continuing operations increased to $483 million, or $1.40 per diluted share, from $472 million, or $1.35 per diluted share, in the second quarter of 2007. Earnings for the 2007 second quarter included tax benefits totaling $16 million, or $0.05 per share. Sales for the 2008 second quarter increased 10 percent to $8.6 billion from $7.9 billion in the 2007 second quarter. Cash provided by operations for the 2008 second quarter totaled $607 million compared with $741 million in the prior year period.



       Operating Highlights
                                    Second Quarter           Six Months
       ($ millions except
        per share data)         2008   2007    Change   2008    2007   Change

       Sales                  $8,628 $7,878      10% $16,352 $15,192       8%
       Operating income          806    763       6%   1,270   1,453     (13%)
        as a % of sales         9.3%   9.7%  (40 bps)   7.8%    9.6% (180 bps)
       Earnings from continuing
        operations              $483   $472       2%    $746    $866     (14%)
       Diluted EPS from
        continuing operations   1.40   1.35       4%    2.15    2.46     (13%)
       Net earnings              495    460       8%     759     847     (10%)
       Diluted EPS              1.44   1.31      10%    2.19    2.41      (9%)
       Cash from operations      607    741     (18%)    801   1,141     (30%)
       Free cash flow(1)         431    551     (22%)    447     763     (41%)



    (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.

"Solid sales increases for all four businesses drove nearly double-digit sales growth for the quarter. Operating income and margin rates for all four businesses are in line with our expectations. Based on this quarter's solid performance and our $67 billion total backlog, we are on track to achieve our 2008 guidance. The long-term outlook for Northrop Grumman continues to be outstanding," said Ronald D. Sugar, Northrop Grumman chairman and chief executive officer.

Operating income for the 2008 second quarter increased 6 percent to $806 million from $763 million in the 2007 second quarter. The increase in operating income reflects higher sales volume, lower corporate unallocated expenses, and improved net pension expense, offset by lower segment operating income. Second quarter 2008 segment operating income declined by $14 million principally due to lower operating income and margin rates for the Shipbuilding and Information & Services businesses than in the prior year period.

Interest expense improved by $11 million compared with the prior year period and other income improved by $14 million.

Federal and foreign income taxes for the 2008 second quarter increased to $256 million from $199 million in the second quarter of 2007. The effective tax rate applied to income from continuing operations for the 2008 second quarter was 34.6 percent compared with 29.7 percent in the 2007 second quarter. In the 2007 second quarter the company recognized tax benefits totaling $16 million after reaching a favorable settlement with the Internal Revenue Service regarding a portion of its audit for the years 2001 through 2003.

Net earnings for the 2008 second quarter increased 8 percent to $495 million, or $1.44 per diluted share, from $460 million, or $1.31 per diluted share, for the same period of 2007. Second quarter 2008 net earnings include a small after-tax gain on the sale of the company's Electro-Optical Systems business. Earnings per share are based on weighted average diluted shares outstanding of 344.1 million for the second quarter of 2008 and 355.3 million for the second quarter of 2007. Weighted average shares outstanding for the 2007 second quarter include the dilutive effect of 6.4 million shares of the company's mandatorily redeemable convertible preferred stock. These shares were redeemed or converted to common shares on or before April 4, 2008.

New business awards totaled $7.5 billion in the 2008 second quarter. Total backlog, which includes funded backlog and firm orders for which funding is not currently contractually obligated by the customer, was $66.9 billion as of June 30, 2008.



        Cash Flow Highlights

                                            Second Quarter      Six Months
        ($ millions)                      2008  2007 Change  2008  2007 Change

        Cash from operations              $607  $741 $(134) $801 $1,141 $(340)
        Less:
        Capital expenditures               134   140     6   277    298    21
        Outsourcing contract & related
         software costs                     42    50     8    77     80     3
        Free cash flow(1)                 $431  $551 $(120) $447   $763 $(316)


   (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 second quarter totaled $607 million compared with $741 million in the prior year period. Second quarter 2007 included a $125 million insurance recovery.


       Cash Measurements, Debt and Capital Deployment

       ($ millions)                               6/30/2008         12/31/2007

       Cash & cash equivalents                        $581               $963
       Total debt                                    3,941              4,055
       Net debt(1)                                   3,360              3,092
       Mandatorily redeemable convertible
        preferred stock                                  0                350
       Net debt to total capital ratio(2)              15%                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 $581 million at June 30, 2008 compared with $963 million at Dec. 31, 2007, and total debt was $3.9 billion at June 30, 2008. Changes in cash and cash equivalents and total debt include the following cash deployment, investing and financing actions during the first six months of 2008:

  • $805 million for share repurchases
  • $277 million for capital expenditures and $77 million for outsourcing contract and related software costs
  • $261 million for dividends
  • $109 million principal payments of long-term debt
  • $82 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 Confirmed

    Sales                                             ~$33B

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

    Operating income as % of sales                    high 8%

    Diluted EPS from continuing operations        $4.90 - 5.15

    Cash from operations(2)                        $2.6 - 2.9B

    Free cash flow(3)                              $1.7 - 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.
    (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 except per share
     data)
                                  Second Quarter            Six Months
                              2008   2007      Change   2008   2007     Change
    Sales
    Information & Services   $3,175 $2,982       6%   $6,063  $5,699       6%
    Aerospace                 2,476  2,292       8%    4,838   4,563       6%
    Electronics               1,675  1,628       3%    3,230   3,156       2%
    Shipbuilding              1,688  1,359      24%    2,952   2,515      17%
    Intersegment
     eliminations              (386)  (383)             (731)   (741)
    Sales                     8,628  7,878      10%   16,352  15,192       8%

    Segment operating income(1)
    Information & Services      251    264      (5%)     494     481       3%
    Aerospace                   236    239      (1%)     488     472       3%
    Electronics                 202    189       7%      411     381       8%
    Shipbuilding                126    134      (6%)     (92)    213    (143%)
    Intersegment eliminations   (31)   (28)              (59)    (57)
    Segment operating income(1) 784    798      (2%)   1,242   1,490     (17%)
     as a % of sales           9.1%  10.1% (100 bps)    7.6%    9.8% (220 bps)

    Reconciliation to operating
     income:
      Unallocated expenses      (43)   (64)              (75)    (96)
      Net pension
       adjustment(2)             69     28               128      61
      Royalty income adjustment  (4)     1               (25)     (2)
    Total operating income     $806   $763       6%   $1,270  $1,453     (13%)
     as a % of sales           9.3%   9.7%  (40 bps)    7.8%    9.6% (180 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 realigned results reflecting the transfer of these programs.


    Information & Services
                                      Second Quarter ($ Millions)

                                      2008                     2007
                                    Operating   % of         Operating  % of
                          Sales      Income    Sales   Sales  Income   Sales

      Mission Systems      $1,388     $133      9.6%  $1,288    $142   11.0%
      Information
        Technology          1,215       82      6.7%   1,143      90    7.9%
      Technical Services      572       36      6.3%     551      32    5.8%
                           $3,175     $251      7.9%  $2,982    $264    8.9%

Information & Services second quarter 2008 sales increased 6 percent and include higher sales for all three business segments. Operating income for Information & Services declined 5 percent in the 2008 second quarter. As a percent of sales, operating income totaled 7.9 percent compared with 8.9 percent in the prior year period. The change in operating income and margin rate reflects lower performance for Mission Systems and Information Technology than in the prior year period.

Mission Systems sales increased 8 percent due to higher volume for intelligence, surveillance & reconnaissance programs and command, control & communications programs. Operating income declined 6 percent and as a percent of sales, totaled 9.6 percent compared with 11 percent in the prior year period. The change in operating income and in rate reflects a greater amount of favorable contract adjustments in the prior year period.

Information Technology sales rose 6 percent due to higher volume for intelligence programs, and the New York City Wireless and Network Centric Solutions programs. Operating income declined 9 percent, and as a percent of sales totaled 6.7 percent compared with 7.9 percent in the prior year period. The change in operating income and in rate reflects a reduction in the value of deferred costs for the County of San Diego IT outsourcing program.

Technical Services sales rose 4 percent due to higher volume for life cycle optimization and engineering programs. Operating income increased 13 percent from the prior year period, and as a percent of sales, increased to 6.3 percent from 5.8 percent in the prior year period. The improvement reflects higher volume and improved program performance.



    Aerospace
                                      Second Quarter ($ Millions)

                                  2008                        2007
                                Operating  % of             Operating  % of
                       Sales     Income    Sales    Sales    Income    Sales
    Integrated
     Systems          $1,358      $143     10.5%    $1,225    $149     12.2%
    Space Technology   1,118        93      8.3%     1,067      90      8.4%
                      $2,476      $236      9.5%    $2,292    $239     10.4%

Aerospace second quarter 2008 sales increased 8 percent from the prior year period and include higher volume for both Integrated Systems and Space Technology. Aerospace second quarter 2008 operating income was slightly lower than the prior year period, and as a percent of sales, totaled 9.5 percent compared with 10.4 percent in the prior year period.

Integrated Systems sales increased 11 percent primarily due to higher volume for the EA-6B, UCAS-D, B-2, Global Hawk and restricted programs, partially offset by lower volume for the F-35 program. Integrated Systems operating income declined 4 percent, and as a percent of sales totaled 10.5 percent compared with 12.2 percent in the prior year period. Second quarter 2007 operating income included a $27 million favorable adjustment related to the settlement of prior years overhead costs.

Space Technology sales increased 5 percent, primarily due to higher volume for restricted programs, and the James Webb Space Telescope and NPOESS programs. Higher volume for these programs was partially offset by lower volume for the Advanced Extremely High Frequency, Space Tracking and Surveillance System, Space Radar and Defense Support programs. Space Technology operating income increased 3 percent due to higher volume, and as a percent of sales was comparable to the prior year period.


    Electronics
                                    Second Quarter ($ Millions)

                              2008                            2007
                            Operating   % of                Operating   % of
                  Sales      Income    Sales       Sales     Income    Sales

                  $1,675      $202     12.1%       $1,628     $189     11.6%

Electronics second quarter 2008 sales increased 3 percent from the prior year period principally due to higher sales for combat avionics, airborne surveillance, and inertial navigation programs. Higher volume for these programs was partially offset by lower volume for restricted programs and the Space-based Infrared System (SBIRS), as SBIRS transitions from development to production, than in the prior year period.

Electronics second quarter 2008 operating income increased 7 percent, and as a percent of sales, increased to 12.1 percent from 11.6 percent. Second quarter 2008 operating income reflects higher volume and includes a $20 million charge for the company's Wedgetail MESA radar program associated with the program risks arising from the prime contractor's announced schedule delay in completing the program. Operating income for the 2007 second quarter included a $27 million negative contract earnings adjustment for the F-16 Block 60 fixed price development program.


    Shipbuilding
                                   Second Quarter ($ Millions)

                              2008                            2007
                            Operating   % of                Operating  % of
                    Sales    Income     Sales      Sales     Income    Sales

                   $1,688     $126      7.5%       $1,359      $134    9.9%

Shipbuilding second quarter 2008 sales increased 24 percent from the prior year due to higher volume for expeditionary warfare, surface combatant, aircraft carrier and fleet support programs, including the LPD, LHD, Ford-class aircraft carrier, and USS Enterprise programs. The increase in fleet support reflects revenue from the July 2007 reorganization of AMSEC. The increase also reflects lower volume in the 2007 second quarter due to a labor strike.

Shipbuilding second quarter 2008 operating income declined 6 percent from the prior year period, and as a percent of sales, totaled 7.5 percent compared with 9.9 percent in the prior year period. The decline in operating income and margin rate reflects additional costs for schedule impacts to several shipbuilding programs as a result of resource constraints caused by the previously announced delay in production on the LHD 8. Second quarter 2007 operating income included a $62 million insurance recovery and a $55 million negative contract adjustment on the LHD 8 program.

    Second Quarter Highlights

    --  The U.S. Navy awarded Northrop Grumman a $1.16 billion contract for
        System Development and Demonstration of the service's new Broad Area
        Maritime Surveillance Unmanned Aircraft System (BAMS UAS) program.
        BAMS UAS will provide the U.S. Navy with a persistent maritime
        intelligence, surveillance and reconnaissance system to protect the
        fleet and provide a capability to detect, track, classify and identify
        maritime and littoral targets. The award is being protested by one of
        the other competitors.

    --  The U.S. Navy awarded Northrop Grumman a contract for maintenance work
        on the USS Enterprise (CVN 65) valued at $453.3 million. Northrop
        Grumman is the prime contractor for the work, which includes overhaul,
        maintenance and repairs to the ship and the ship's systems.

    --  Northrop Grumman received a contract with a potential value of up to
        $240 million to provide critical technologies for the Airborne and
        Maritime/Fixed Station Joint Tactical Radio System program. An initial
        $186.7 million contract was awarded focused on the software-defined
        radio development for the program.

    --  The U.S. Air Force awarded Northrop Grumman two undefinitized
        contracts, worth $300 million collectively, to complete non-recurring
        engineering, flight test/certification and begin production of new
        engines for the service's E-8C Joint Surveillance Target Attack Radar
        System (Joint STARS) fleet.

    --  Northrop Grumman was awarded an indefinite delivery/indefinite
        quantity subcontract with potential value of approximately $135
        million as part of the Global Linguist Solutions LLC team to provide
        management of translation and interpretation services for the U.S.
        Army Intelligence and Security Command in support of Operation Iraqi
        Freedom.

    --  The U.S. Navy awarded Northrop Grumman a $101.9 million firm,
        fixed-price contract for a third lot of Improved Capability III
        airborne electronic attack systems for its fleet of EA-6B Prowlers.
        The company will deliver seven complete systems, plus associated piece
        parts and spares.

    --  The U.S. Army selected Northrop Grumman to produce the new
        multi-function radar for the Extended Range/Multi-Purpose Unmanned
        Aerial Vehicle (UAV) Radar program.  Under the terms of the initial
        $42 million contract Northrop Grumman will deliver 10 STARLiteTM
        Synthetic Aperture Radar (SAR)/Ground Moving Target Indication radars
        to the Army.

    --  Northrop Grumman received a $79.4 million contract for the Global Hawk
        Multi-Platform Radar Technology Insertion Program (MP-RTIP) sensors as
        the first element of the lot 7 production contract. The sensors will
        be carried on the RQ-4 Block 40 Global Hawk high-altitude
        long-endurance unmanned aerial system currently in production. The
        first flight with the MP-RTIP sensor is scheduled in early 2009.

    --  The U.S. Department of Defense awarded Northrop Grumman a five-year
        contract to support theoretical studies and engineering research for
        Army, Navy and Air Force research-and-development programs. The
        program has a ceiling of $100 million over a 10-year period.

    --  Northrop Grumman delivered the National Security Cutter Bertholf (WMSL
        750) to the U.S. Coast Guard. The cutter is the most technologically
        advanced ship in U.S. Coast Guard history.

    --  Northrop Grumman completed thermal-vacuum testing, a critical
        spacecraft environmental test, on NASA's Lunar Crater Observation and
        Sensing Satellite (LCROSS) two months ahead of schedule. LCROSS is a
        NASA mission to impact the moon in the search for water ice and
        water-bearing compounds in lunar craters.

    --  Northrop Grumman completed the sale of its Electro-Optical Systems
        business for $175 million in cash to L-3 Communications.

    --  Northrop Grumman increased its quarterly dividend to $0.40 per share
        from $0.37 per share.

    --  Northrop Grumman completed the previously announced redemption of its
        Series B Convertible Preferred Stock.


    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 12:00 p.m. EDT on July 29, 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; 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 and Form 10-Q.

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

                                       Three months ended  Six months ended
                                             June 30           June 30
    $ in millions, except per share       2008     2007     2008     2007
    Sales and Service Revenues
      Product sales                      $4,849   $4,460   $9,243   $8,646
      Service revenues                    3,779    3,418    7,109    6,546
    Total sales and service revenues      8,628    7,878   16,352   15,192
    Cost of Sales and Service Revenues
      Cost of product sales               3,793    3,486    7,522    6,696
      Cost of service revenues            3,232    2,821    6,025    5,528
    General and administrative
     expenses                               797      808    1,535    1,515
    Operating income                        806      763    1,270    1,453
    Other Income (Expense)
      Interest expense                      (72)     (83)    (149)    (172)
      Other, net                              5       (9)      27      (10)
    Earnings from continuing
     operations before income taxes         739      671    1,148    1,271
    Federal and foreign income
     taxes                                  256      199      402      405
    Earnings from continuing
     operations                             483      472      746      866
    Income (Loss) from discontinued
     operations, net of tax                  12      (12)      13      (19)
    Net earnings                           $495     $460     $759     $847

    Basic Earnings (Loss) Per Share
      Continuing operations               $1.42    $1.37    $2.20    $2.52
      Discontinued operations               .04     (.03)     .04     (.06)
    Basic earnings per share              $1.46    $1.34    $2.24    $2.46
    Weighted-average common shares
     outstanding, in millions             339.0    343.3    338.7    344.3
    Diluted Earnings (Loss) Per
     Share
      Continuing operations               $1.40    $1.35    $2.15    $2.46
      Discontinued operations               .04     (.04)     .04     (.05)
    Diluted earnings per share            $1.44    $1.31    $2.19    $2.41
    Weighted-average diluted shares
     outstanding, in millions             344.1    355.3    346.7    356.8



                                                                 SCHEDULE 2

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

                                                      June 30,    December 31,
    $ in millions                                       2008           2007
    Assets:
    Cash and cash equivalents                           $581           $963
    Accounts receivable, net of progress payments
     of $43,630 in 2008 and $40,475 in 2007            4,325          3,790
    Inventoried costs, net of progress payments of
     $1,560 in 2008 and $1,345 in 2007                 1,089          1,000
    Deferred income taxes                                503            542
    Prepaid expenses and other current assets            596            502
    Total current assets                               7,094          6,797
    Property, plant, and equipment, net of
     accumulated depreciation of $3,608 in 2008
     and $3,424 in 2007                                4,651          4,690
    Goodwill                                          17,586         17,672
    Other purchased intangibles, net of accumulated
     amortization of $1,739 in 2008 and $1,687 in 2007   992          1,074
    Pension and postretirement benefits asset          2,125          2,080
    Other assets                                       1,019          1,060
    Total assets                                     $33,467        $33,373

    Liabilities:
    Notes payable to banks                               $23            $26
    Current portion of long-term debt                     74            111
    Trade accounts payable                             1,727          1,890
    Accrued employees' compensation                    1,283          1,175
    Advance payments and billings in excess of
     costs incurred                                    1,825          1,563
    Other current liabilities                          1,659          1,667
    Total current liabilities                          6,591          6,432
    Long-term debt, net of current portion             3,844          3,918
    Mandatorily redeemable convertible preferred stock                  350
    Pension and postretirement benefits liability      3,093          3,008
    Other long-term liabilities                        2,076          1,978
    Total liabilities                                 15,604         15,686

    Commitments and Contingencies (Note 10)

    Shareholders' Equity:
    Common stock, $1 par value; 800,000,000
     shares authorized; issued and
     outstanding: 2008 -- 337,496,845;
     2007 -- 337,834,561                                 337            338
    Paid-in capital                                   10,335         10,661
    Retained earnings                                  7,877          7,387
    Accumulated other comprehensive loss                (686)          (699)
    Total shareholders' equity                        17,863         17,687
    Total liabilities and shareholders' equity       $33,467        $33,373



                                                                  SCHEDULE 3

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

                                                         Six months ended
                                                             June 30
      $ in millions                                    2008          2007
      Operating Activities
        Sources of Cash - Continuing Operations
          Cash received from customers
            Progress payments                         $3,319        $3,261
            Collections on billings                   12,983        12,089
          Proceeds from insurance carriers related
           to operations                                   5           125
          Other cash receipts                             32            12
          Total sources of cash-continuing
           operations                                 16,339        15,487
        Uses of Cash - Continuing Operations
          Cash paid to suppliers and employees       (14,855)      (13,619)
          Interest paid, net of interest
           received                                     (153)         (180)
          Income taxes paid, net of refunds
           received                                     (482)         (456)
          Excess tax benefits from stock-based
           compensation                                  (45)          (61)
          Other cash payments                             (7)          (12)
          Total uses of cash-continuing
           operations                                (15,542)      (14,328)
          Cash provided by continuing
           operations                                    797         1,159
          Cash provided by (used in)
           discontinued operations                         4           (18)
        Net cash provided by operating
         activities                                      801         1,141
      Investing Activities
        Proceeds from sale of business, net
         of cash divested                                175
        Payment for business purchased, net
         of cash acquired                                             (584)
        Proceeds from sale of property,
         plant, and equipment                              9            10
        Additions to property, plant, and
         equipment                                      (277)         (298)
        Payments for outsourcing contract and
         related software costs                          (77)          (80)
        Proceeds from insurance carriers
         related to capital expenditures                                 3
        Decrease in restricted cash                       37            34
        Other investing activities, net                    1            (2)
        Net cash used in investing activities           (132)         (917)
      Financing Activities
        Net payments under lines of credit                (3)          (63)
        Principal payments of long-term debt            (109)          (66)
        Proceeds from exercises of stock
         options and issuance of common stock             82           196
        Dividends paid                                  (261)         (254)
        Excess tax benefits from stock-based
         compensation                                     45            61
        Common stock repurchases                        (805)         (592)
        Net cash used in financing activities         (1,051)         (718)
    Decrease in cash and cash equivalents               (382)         (494)
    Cash and cash equivalents, beginning of period       963         1,015
    Cash and cash equivalents, end of period            $581          $521



                                                               SCHEDULE 4

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

                                                       Six months ended
                                                            June 30
    $ in millions                                     2008           2007
    Reconciliation of Net Earnings to Net
     Cash Provided by Operating Activities
    Net Earnings                                      $759           $847
    Adjustments to reconcile to net cash
     provided by operating activities
       Depreciation                                    276            276
       Amortization of assets                          109             69
       Stock-based compensation                         83             78
       Excess tax benefits from stock-based
        compensation                                   (45)           (61)
       Loss on disposals of property, plant,
        and equipment                                    2             12
       Amortization of long-term debt premium           (5)            (6)
       Pre-tax gain on sale of business                (58)
       Decrease (increase) in
        Accounts receivable                         (3,691)        (2,949)
        Inventoried costs                             (304)           (97)
        Prepaid expenses and other current
         assets                                        (40)            10
      Increase (decrease) in
        Progress payments                            3,370          3,020
        Accounts payable and accruals                  215           (152)
        Deferred income taxes                          121             10
        Income taxes payable                           (84)           (20)
        Retiree benefits                                46             98
      Other non-cash transactions, net                  43             24
    Cash provided by continuing
     operations                                        797          1,159
    Cash provided by (used in)
     discontinued operations                             4            (18)
    Net cash provided by operating
     activities                                       $801         $1,141

    Non-Cash Investing and Financing
     Activities
    Sale of business
      Cash received for business sold                 $175
      Pre-tax gain on sale of business                 (58)
      Fair value of assets sold, including
       goodwill                                       (135)
    Liabilities assumed by purchaser                  $(18)
    Purchase of business
      Fair value of assets acquired,
       including goodwill                                            $688
      Cash paid for business purchased                               (584)
    Liabilities assumed                                              $104
    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
                                June 30, 2008          December 31, 2007(3)

                         FUNDED  UNFUNDED   TOTAL    FUNDED   UNFUNDED  TOTAL
                           (1)     (2)     BACKLOG     (1)      (2)    BACKLOG
    Information &
     Services
      Mission Systems     $2,526   $3,325   $5,851   $2,365   $3,288   $5,653
      Information
       Technology          2,409    1,971    4,380    2,581    2,268    4,849
      Technical Services   1,571    2,730    4,301    1,471    3,193    4,664
    Total Information &
     Services              6,506    8,026   14,532    6,417    8,749   15,166

    Aerospace
      Integrated Systems   5,021    7,571   12,592    4,204    4,525    8,729
      Space Technology     2,080   13,374   15,454    2,295   13,963   16,258
    Total Aerospace        7,101   20,945   28,046    6,499   18,488   24,987

    Electronics            8,655    2,311   10,966    7,887    2,047    9,934
    Shipbuilding          11,601    1,741   13,342   10,348    3,230   13,578
    Total                $33,863  $33,023  $66,886  $31,151  $32,514  $63,665

    (1)  Funded backlog represents firm 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 orders.
    (3)  Certain prior period amounts have been reclassified to conform to the
         2008 presentation.


    CONTRACT AWARDS

    The estimated value of new contract awards during the six months ended
    June 30, 2008, is approximately $19.6 billion.  Significant new awards
    during this period include $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 Unmanned Aircraft System program (see below), $596 million
    for the CVN 78 Ford-class aircraft carrier, $241 million for the
    Intercontinental Ballistic Missile (ICBM) program, $227 million for the
    Vehicular Intercommunications Systems Indefinite Delivery and Indefinite
    Quantity program, and $195 million for the Large Aircraft Infrared
    Counter-measures Indefinite Delivery and Indefinite Quantity program.

    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 July 9,
    2008, the Secretary of Defense announced that the DoD intends to reopen
    the bidding for the contract to address certain findings identified by the
    GAO in its report. The company continues to carry the award in its backlog
    as of June 30, 2008.

    On April 22, 2008, the company was awarded a contract by the U.S. Navy for
    the Broad Area Maritime Surveillance 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 is currently
    reviewing the protest and is expected to reach its decision in August
    2008.

    The estimated value of new contract awards during the six months ended
    June 30, 2007, is approximately $14.4 billion.  Significant new awards
    during this period include $2.2 billion for LHA-6, $875 million for the
    Flats Sequencing System program, $510 million for the DDG 1000
    Zumwalt-class destroyer program, $270 million for the ICBM program, $223
    million for the F-22 program, and $185 million for the Joint National
    Integration Center Research & Development program.


                                                                  SCHEDULE 6
                         NORTHROP GRUMMAN CORPORATION
                     REALIGNED SEGMENT OPERATING RESULTS
                               ($ in millions)
                                 (unaudited)

                                        AS REPORTED

                   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       $5,651  $1,395   $1,586   $1,500  $1,639  $6,120  $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  11,471   2,953    3,280    3,180   3,370  12,783   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 (2) 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  (1,491)   (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 INCOME

    Information
     & Services
    Mission Systems  $517    $117     $163     $144    $152    $576    $145
    Information
     Technology       342      86       90       72      81     329      89
    Technical
     Services         120      28       32       28      32     120      26
      Total
       Information
       & Services     979     231      285      244     265   1,025     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 (2)   786     192      189      211     221     813     209

    Ships             393      79      134      183     142     538    (218)

    Intersegment
     Eliminations    (117)    (29)     (28)     (26)    (30)   (113)    (28)

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



                                        REALIGNED

                   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 (2) 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 INCOME

    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 (2)   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
       Income (1)  $2,837    $692     $798     $816    $809  $3,115    $458

    (1)   Segment operating income is a non-GAAP measure used as an internal
          measure of financial performance for the individual business
          segments.
    (2)   Reported amounts adjusted to reflect discontinued operations as
          previously reported in Schedule 6 of the First Quarter 2008 earnings
          release.

SOURCE Northrop Grumman Corporation

CONTACT: media, Dan McClain, +1-310-201-3335; or investors, Gaston Kent, +1-310-201-3423, both of Northrop Grumman Corporation
Web site: http://www.northropgrumman.com

Investor Contact

Phone: 703-280-2268
Email: investors@ngc.com