FORM 10-Q

                  SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C.   29549

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1999
                                  or

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from __________________ to_____________________

                     Commission File Number 1-3229

                     NORTHROP GRUMMAN CORPORATION
        (Exact name of registrant as specified in its charter)

         DELAWARE                                       No. 95-1055798
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                    Identification No.)

        1840 Century Park East, Los Angeles, California  90067
               (address of principal executive offices)

                            (310) 553-6262

         (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

     Yes x                                        No

                 APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.



Common Stock outstanding as of April 30,1999         68,908,626 shares



                              Northrop Grumman Corporation and Subsidiaries

Part I. Financial Information

Item 1. Financial Statements



CONSOLIDATED CONDENSED STATEMENTS
OF FINANCIAL POSITION

March 31, December 31, Dollars in millions 1999 1998 - --------------------------------------------------------------------------- Assets: Cash and cash equivalents $ 29 $ 44 Accounts receivable, net of progress payments of $1,764 in 1999 and $1,388 in 1998 1,489 1,507 Inventoried costs, net of progress payments of $587 in 1999 and $521 in 1998 1,424 1,373 Deferred income taxes 23 24 Prepaid expenses 65 85 - --------------------------------------------------------------------------- Total current assets 3,030 3,033 - --------------------------------------------------------------------------- Property, plant and equipment 3,068 3,058 Accumulated depreciation (1,802) (1,784) - --------------------------------------------------------------------------- 1,266 1,274 - --------------------------------------------------------------------------- Goodwill, net of accumulated amortization of $362 in 1999 and $338 in 1998 3,356 3,381 Other purchased intangibles, net of accumulated amortization of $318 in 1999 and $295 in 1998 772 795 Prepaid pension cost, intangible pension asset and benefit trust fund 889 787 Deferred income taxes 154 166 Assets available for sale 35 37 Investments in and advances to affiliates and sundry assets 59 63 - --------------------------------------------------------------------------- 5,265 5,229 - --------------------------------------------------------------------------- $9,561 $9,536 ===========================================================================
I-1 Northrop Grumman Corporation and Subsidiaries
March 31, December 31, Dollars in millions 1999 1998 - ------------------------------------------------------------------------------------------------ Liabilities and Shareholders' Equity: Notes payable to banks $ 153 $ 69 Current portion of long-term debt 200 200 Trade accounts payable 422 416 Accrued employees' compensation 321 337 Advances on contracts 335 354 Income taxes payable including deferred income taxes of $557 in 1999 and $527 in 1998 580 527 Other current liabilities 494 464 - ------------------------------------------------------------------------------------------------ Total current liabilities 2,505 2,367 - ------------------------------------------------------------------------------------------------ Long-term debt 2,375 2,562 Accrued retiree benefits 1,728 1,704 Other long-term liabilities 42 53 Paid-in capital Preferred stock, 10,000,000 shares authorized; none issued Common stock, 200,000,000 shares authorized; issued and outstanding: 1999 - 68,872,649; 1998 - 68,836,810 990 989 Retained earnings 1,952 1,892 Accumulated other comprehensive loss (31) (31) - ------------------------------------------------------------------------------------------------ 2,911 2,850 - ------------------------------------------------------------------------------------------------ $9,561 $9,536 ================================================================================================ The accompanying notes are an integral part of these consolidated financial statements.
I-2 Northrop Grumman Corporation and Subsidiaries CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Three months ended March 31, Dollars in millions, except per share 1999 1998 - --------------------------------------------------------------------------- Net sales $2,093 $2,014 Cost of sales Operating costs 1,609 1,536 Administrative and general expenses 268 271 - --------------------------------------------------------------------------- Operating margin 216 207 Merger costs (180) Interest expense (55) (55) Other, net 3 9 - ---------------------------------------------------------------------------- Income(loss) before income taxes and cumulative effect of accounting change 164 (19) Federal and foreign income taxes(benefit) 60 (7) Income(loss) before cumulative effect of accounting change 104 (12) Cumulative effect of change in accounting for start-up costs, net of income tax benefit of $11 (16) - --------------------------------------------------------------------------- Net income(loss) $ 88 $ (12) =========================================================================== Weighted average shares outstanding, in millions 68.9 67.8 =========================================================================== Basic earnings(loss) per share: Before cumulative effect of accounting change $ 1.51 $ (.18) Accounting change (.24) - --------------------------------------------------------------------------- Basic earnings(loss) per share $ 1.27 $ (.18) =========================================================================== Diluted earnings(loss) per share: Before cumulative effect of accounting change $ 1.50 $ (.18) Accounting change (.24) - ---------------------------------------------------------------------------- Diluted earnings(loss) per share $ 1.26 $ (.18) =========================================================================== Dividends per share $ .40 $ .40 =========================================================================== The accompanying notes are an integral part of these consolidated financial statements.
I-3 Northrop Grumman Corporation and Subsidiaries CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Three months ended March 31, Dollars in millions 1999 1998 - ------------------------------------------------------------------------------- Paid-in Capital At beginning of year $ 989 $ 838 Employee stock awards and options exercised 1 105 =============================================================================== 990 943 =============================================================================== Retained Earnings At beginning of year 1,892 1,807 Net income(loss) 88 (12) Cash dividends (28) (27) - ------------------------------------------------------------------------------- 1,952 1,768 =============================================================================== Accumulated Other Comprehensive Loss (31) (22) - ------------------------------------------------------------------------------- Total shareholders' equity $2,911 $2,689 =============================================================================== The accompanying notes are an integral part of these consolidated financial statements.
I-4 Northrop Grumman Corporation and Subsidiaries CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Three months ended March 31, Dollars in millions 1999 1998 - ------------------------------------------------------------------------------ Operating Activities Sources of Cash Cash received from customers Progress payments $ 786 $ 404 Other collections 1,367 1,587 Income tax refunds received 22 5 Interest received 1 Other cash receipts 3 - ------------------------------------------------------------------------------ Cash provided by operating activities 2,178 1,997 - ------------------------------------------------------------------------------ Uses of Cash Cash paid to suppliers and employees 1,967 1,949 Interest paid 59 58 Income taxes paid 8 5 Other cash disbursements 1 22 - ------------------------------------------------------------------------------ Cash used in operating activities 2,035 2,034 - ------------------------------------------------------------------------------ Net cash provided by(used in) operating activities 143 (37) - ------------------------------------------------------------------------------ Investing Activities Additions to property, plant and equipment (42) (40) Proceeds from sale of property, plant and equipment 9 3 Other investing activities 4 1 - ------------------------------------------------------------------------------ Net cash used in investing activities (29) (36) - ------------------------------------------------------------------------------ Financing Activities Borrowings under lines of credit 95 Repayment of borrowings under lines of credit (53) Principal payments of long-term debt (50) (50) Proceeds from issuance of stock 2 16 Dividends paid (28) (27) - ------------------------------------------------------------------------------ Net cash provided by (used in) financing activities (129) 34 - ------------------------------------------------------------------------------ Decrease in cash and cash equivalents (15) (39) Cash and cash equivalents balance at beginning of period 44 63 - ------------------------------------------------------------------------------ Cash and cash equivalents balance at end of period $ 29 $ 24 ==============================================================================
I-5 Northrop Grumman Corporation and Subsidiaries
Three months ended March 31, Dollars in millions 1999 1998 - ---------------------------------------------------------------------------- Reconciliation of Net Income(Loss) to Net Cash Provided by (Used in) Operating Activities Net income(loss) $ 88 $ (12) Adjustments to reconcile net income(loss) to net cash provided(used) Depreciation 43 46 Amortization of intangible assets 47 46 Common stock issued to employees 88 Loss on disposals of property, plant and equipment 2 Retiree benefits income (57) (47) Decrease(increase) in Accounts receivable (50) (196) Inventoried costs (122) (163) Prepaid expenses 20 (9) Increase(decrease) in Progress payments 136 260 Accounts payable and accruals 10 (23) Provisions for contract losses 4 12 Deferred income taxes 43 1 Income taxes payable 23 2 Retiree benefits (45) (45) Other transactions 3 1 - ---------------------------------------------------------------------------- Net cash provided by(used in) operating activities $ 143 $ (37) ============================================================================ The accompanying notes are an integral part of these consolidated financial statements.
I-6 Northrop Grumman Corporation and Subsidiaries SELECTED INDUSTRY SEGMENT INFORMATION
Three months ended March 31, Dollars in millions 1999 1998 - ------------------------------------------------------------------------------ Net Sales Integrated Systems & Aerostructures $ 1,173 $ 1,205 Electronic Sensors & Systems 615 619 Information Technology (Logicon) 353 235 Intersegment sales (48) (45) - ------------------------------------------------------------------------------ $2,093 $2,014 ============================================================================== Operating Margin Integrated Systems & Aerostructures $ 82 $ 85 Electronic Sensors & Systems 45 58 Information Technology (Logicon) 19 14 - ------------------------------------------------------------------------------ Total 146 157 Other items included in operating margin: Corporate expenses (8) (8) Deferred state tax provision (5) (7) Pension income 83 65 - ------------------------------------------------------------------------------ Operating margin $ 216 $ 207 ============================================================================== Contract Acquisitions Integrated Systems & Aerostructures $ 1,429 $ 964 Electronic Sensors & Systems 575 486 Information Technology (Logicon) 409 250 Intersegment acquisitions (29) (21) - ------------------------------------------------------------------------------ $ 2,384 $ 1,679 ============================================================================== Funded Order Backlog Integrated Systems & Aerostructures $ 7,189 $ 7,889 Electronic Sensors & Systems 3,079 3,395 Information Technology(Logicon) 622 462 Intersegment backlog (150) (219) - ------------------------------------------------------------------------------ $10,740 $11,527 ==============================================================================
I-7 Northrop Grumman Corporation and Subsidiaries NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared by management in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission. They do not include all information and notes necessary for a complete presentation of financial position, results of operations, changes in shareholders' equity, and cash flows in conformity with generally accepted accounting principles. They do, however, in the opinion of management, include all adjustments necessary for a fair statement of the results for the periods presented. The financial statements should be read in conjunction with the Notes and Independent Auditors' Report contained in the company's 1998 annual report on Form 10-K report. New Accounting Standards In January 1999, the company adopted Statement of Position (SOP) 98-5 - Reporting on the Costs of Start-up Activities, which requires that certain costs, that previously had been deferred, be expensed and reported as a cumulative effect of a change in accounting principle, and all such future costs be expensed as incurred. In the first quarter of 1999, the company recorded a $16 million after-tax charge, or $.24 per share, as the cumulative effect of a change in accounting principle. Earnings per Share Basic earnings per share are calculated using the weighted average number of shares of common stock outstanding during each period, after giving recognition to stock splits and stock dividends. Diluted earnings per share reflect the dilutive effect of stock options and other stock awards granted to employees under stock-based compensation plans. Basic and diluted earnings per share are calculated as follows:
Net Earnings(Loss) Three months ended March 31, Income(Loss) Shares per Share ----------- ---------- ------------- (millions) (millions) 1999 Basic earnings per share before accounting change $ 104 68.9 $ 1.51 ===== ===== Dilutive effect of stock options and awards .5 ==== Diluted earnings per share before accounting change $ 104 69.3 $ 1.50 ===== ===== ===== 1998 Basic earnings(loss) per share before accounting change $ (12) 67.8 $ (.18) ===== ===== Dilutive effect of stock options and awards 1.5 ==== Diluted earnings(loss) per share before accounting change $ (12) 69.3 $ (.18) ===== ===== =====
I-8 Northrop Grumman Corporation and Subsidiaries Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE COMPANY'S FINANCIAL CONDITION AND THE RESULTS OF ITS OPERATIONS Sales were 4 percent higher in the first quarter of 1999 versus the first quarter of 1998, reflecting an increase in Information Technology (Logicon) segment sales, partially offset by a small decrease in Integrated Systems and Aerostructures (ISA) segment sales. Electronic Sensors and Systems (ESS) segment sales were essentially unchanged from the same period a year ago. Logicon sales increased 50 percent in the first quarter of 1999 over the same period in 1998. The Government Information Technology business area benefited from a significant order on the I-CASE program for the U.S. Government, on which Logicon is a value-added reseller of hardware and software. Sales in the Technology Services business area increased as a result of work on the J-BOSC base operations support contract for NASA and the U.S. Air Force, which began in the fourth quarter of 1998. For 1999, Logicon sales are expected to increase by approximately 15 percent over 1998 sales. ISA sales decreased by 3 percent in the first quarter of 1999 compared with the first quarter of 1998, primarily due to lower Air Combat Systems (ACS) sales, partially offset by increased Aerostructures sales. The ACS decrease resulted from lower F/A-18 and B-2 sales. The F/A-18E/F program is transitioning from a low-rate initial production (LRIP) contract, accounted for under the cost-to- cost type of percentage-of-completion method, to a production contract, accounted for under the units-of-delivery method. As a consequence, F/A-18E/F sales will increase in the remainder of 1999 as the company begins making deliveries under the production contract in the second quarter of this year. The Aerostructures sales increase was due to higher C-17 and Boeing jetliner sales. The company continues in its discussions with The Boeing Company regarding the company's claims for recovery of incurred and estimated future out-of-scope work and related delay and disruption costs associated with the AFA program. The program is expected to be substantially completed in the second quarter of this year. To date, $44 million of such costs, expected to be recovered, have been incurred and are recorded as a claim receivable. I-9 Northrop Grumman Corporation and Subsidiaries
Sales by business area and units delivered in the first quarter were: $ in millions 1999 1998 - --------------------------------------------------------------------------- Integrated Systems & Aerostructures ACS $ 451 $ 540 Aerostructures 391 342 AEW/EW 192 156 AGS/BM 161 185 Intrasegment Eliminations (22) (18) - -------------------------------------------------------------------------- 1,173 1,205 - -------------------------------------------------------------------------- Electronic Sensors & Systems Aerospace Electronic Systems 254 287 C3I&N 214 177 Defensive Electronic Systems 111 119 Other 36 36 - -------------------------------------------------------------------------- 615 619 - -------------------------------------------------------------------------- Information Technology (Logicon) Government Information Technology 241 173 Technology Services 83 34 Commercial Information Technology 29 28 - -------------------------------------------------------------------------- 353 235 - -------------------------------------------------------------------------- Intersegment eliminations (48) (45) - -------------------------------------------------------------------------- Total sales $2,093 $2,014 ========================================================================== Units 1999 1998 - --------------------------------------------------------------------------- B-2 1 1 F/A-18 C/D 9 9 747 12 13 C-17 2 2 - --------------------------------------------------------------------------
I-10 Northrop Grumman Corporation and Subsidiaries ISA operating margin for the quarter was $82 million, down slightly from the first quarter of 1998. The 1999 results reflect lower operating margins on Boeing jetliners, which were partially offset by improved margins on the F/A-18 and B-2 programs. ESS operating margin in the first quarter of 1999 was $45 million as compared with $58 million in last year's first quarter. The decrease is due in part to additional costs incurred in transitioning a defensive electronic system development program to production. Logicon operating margin for the quarter increased $5 million as compared with the first quarter of 1998, primarily as a result of increased sales. Company operating margin includes pension income of $83 million in the first quarter of 1999, an $18 million increase from the first quarter of 1998. Since the beginning of the Joint STARS program, the company (and prior to 1994, the Grumman Corporation) has incurred over $100 million of costs in excess of revenues in the performance of the development and production phases of the program. In 1998, the company submitted Requests for Equitable Adjustment (REAs) to the U. S. Air Force seeking adjustment to production contracts for cost increases incurred during the refurbishment and conversion of used Boeing 707 aircraft to Joint STARS platforms. The company and the U. S. Air Force executed an Alternate Dispute Resolution Agreement(ADR) to attempt to resolve these REAs and, in April 1999, the company filed these REAs as certified claims. If the ADR process is unsuccessful, the company will pursue its claims pursuant to the Contracts Disputes Act. The company cannot predict the outcome of this claim process or the effect of the ultimate resolution on the company's results of operations, financial position, and cash flows. Last year's first quarter results included a $180 million pretax charge ($1.70 per share after tax) for costs associated with the company's terminated merger with Lockheed Martin Corporation Interest expense for this year's first quarter was $55 million, the same as the amount reported for the first quarter of 1998, reflecting a like level of average borrowings at a similar average interest rate in both periods. The company's effective tax rate was 36.6 percent for the first quarter of 1999, essentially unchanged from the same period in 1998. I-11 Northrop Grumman Corporation and Subsidiaries Effective January 1, 1999, the company adopted the new accounting standard, SOP 98-5 - Reporting on the Costs of Start-Up Activities, which requires that certain costs, that previously had been deferred, be expensed and reported as a cumulative effect of a change in accounting principle. The company reported a $16 million after-tax charge, or $.24 per share, to write off the previously deferred start- up costs. All such future costs will be expensed as incurred. Cash provided by operating activities increased to $143 million for the quarter, compared to cash used by operating activities of $37 million in the same period last year. The increase reflects increased sales and improved cash collections in 1999. Last year's use of cash by operating activities was driven by merger related expenses as well as an increase in working capital for Boeing jetliners in support of increased production levels. Cash generated from operating activities for the remainder of 1999 is expected to be sufficient to finance capital expenditures, and dividends and make required debt service payments. The company's liquidity and financial flexibility will continue to be provided by cash flow generated by operating activities, supplemented by the unused borrowing capacity available under the company's credit agreement and other short-term credit facilities. Year 2000 Issues The company continues to implement its program to address the Year 2000 issue. The program, which began in 1996, consists of the following four phases: assessing, planning, remediating, and testing-validating. The project encompasses the entire company and all aspects of Year 2000 compliance including software applications, mainframe environment, desktop equipment, networks, telecommunications, department supported systems, facilities systems, and embedded systems in product deliverables. The company also is working with its customers and suppliers to assess their Year 2000 readiness, reviewing contracts for any potential Year 2000 liabilities, and developing contingency plans and year end support plans where appropriate. All four phases were substantially completed by the end of 1998. Activities scheduled to be completed in 1999 are largely comprised of low risk equipment upgrades, and various vendor supplied upgrades that became available in late 1998 or early 1999. The company has a formal planning, measurement and reporting process for the Year 2000 project. This process includes regular progress briefings to senior management and to the audit committee of the Board of Directors. The company separately identifies the costs of Year 2000 remedial efforts only for internal information services personnel, principally as a planning and control tool. The total costs of these efforts incurred during the years 1996 through 1999 are expected to be approximately $42 million, of which approximately $36 million was expended through March 31, 1999. Year 2000 costs are allowable costs under applicable government contracting regulations. Accordingly, the portion of Year 2000 costs allocable to contracts is being so charged as part of I-12 Northrop Grumman Corporation and Subsidiaries normal overhead pursuant to approved methods established for this purpose. Based on information available to date, management does not anticipate that future expenditures for required modifications and conversions will have a material adverse effect on the company's financial position, results of operations, or cash flows. Northrop Grumman cannot predict the eventual outcome associated with the innumerable possible situations that could result from whatever computer failures might occur, internally or among its customers and suppliers, and the impact that such failures might have on Northrop Grumman's ability to perform its day to day operations. If required modifications and conversions are not made as planned, serious adverse impact to the operations of the company could result. In addition, Year 2000 problems could adversely affect the ability of customers and critical suppliers to meet their contractual commitments to the company. Some of these developments, should they occur, could have a material adverse impact on the financial position, results of operations, or cash flows of Northrop Grumman. As stated above, most of the assessing, planning, remediating and testing-validating phases were completed in 1998, with a minor number of activities remaining to be addressed in 1999. Contingency planning will be required to address potential computer failures that either are 1) of greatest risk for potential failure or 2) might impact mission critical systems. Assessment of Year 2000 progress is a critical input to the development of contingency plans. Year 2000 contingency plans have been developed for each Northrop Grumman sector and are in the process of being reviewed and approved. Year end support plans and site staffing requirements are under development. I-13 Northrop Grumman Corporation and Subsidiaries Forward-Looking Information This quarterly report on Form 10-Q, and, not by way of limitation, certain statements and assumptions in Management's Discussion and Analysis, contain or are based on "forward-looking" statements and information (as defined in the Private Securities Litigation and Reform Act of 1995) that involve risk and uncertainties, including statements and assumptions that reflect the company's views with respect to future revenues, program performance and cash flows, the outcome of contingencies including litigation and environmental remediation, and anticipated costs of capital investments and planned dispositions. The company's operations are necessarily subject to various risks and uncertainties; actual outcomes are dependent upon many factors, including, without limitation, the company's successful performance of internal plans; government customers' budgetary restraints; customer changes in short-range and long-range plans; domestic and international competition in both the defense and commercial areas; product performance; the ability of the company, its customers and suppliers to become Year 2000 compliant; continued development and acceptance of new products; performance issues with key suppliers and subcontractors; government import and export policies; termination of government contracts; the outcome of political and legal processes; legal, financial, and governmental risks related to international transactions and global needs for military and commercial aircraft and electronic systems and support as well as other economic, political and technological risks and uncertainties, including risks detailed in the company's filings with the Securities and Exchange Commission, including, not by way of limitation, any Form 10-K, Form 10-Q and proxy statements, among others. Item 3. Quantitative and Qualitative Disclosures About Market Risks The company has fixed-rate long-term debt obligations, most of which are not callable until maturity. The company also has financial instruments that are subject to interest rate risk, principally variable-rate short-term debt outstanding under the Credit Agreement. The company may enter into interest rate swap agreements to offset the variable-rate characteristics of these loans. At March 31, 1999, no interest rate swap agreements were in effect. Only a small portion of the company's transactions are contracted in foreign currencies. The company does not consider the market risk exposure relating to foreign currency exchange to be material. I-14 Northrop Grumman Corporation and Subsidiaries Part II. OTHER INFORMATION Item 1. Legal Proceedings General The company, as a government contractor, is from time to time subject to U.S. Government investigations relating to its operations. Government contractors that are found to have violated the False Claims Act, or are indicted or convicted for violations of other Federal laws, or are considered not to be responsible contractors may be suspended or debarred from government contracting for some period of time. Such convictions could also result in fines. Given the company's dependence on government contracting, suspension or debarment could have a material adverse effect on the company. The company is involved in certain other legal proceedings arising in the ordinary course of business, none of which the company's management believes will have a material adverse effect on the company's financial condition. II-1 Northrop Grumman Corporation and Subsidiaries Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed with the Securities and Exchange Commission during the quarter ended March 31, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Northrop Grumman Corporation (Registrant) Date: May 13, 1999 by/s/R. B. Waugh, Jr. R. B. Waugh, Jr. Corporate Vice President and Chief Financial Officer Date: May 13, 1999 by/s/J. H. Mullan John H. Mullan Corporate Vice President and Secretary II-2
 

5 3-MOS DEC-31-1999 MAR-31-1999 29 0 1,632 143 1,424 3,030 3,068 1,802 9,561 2,505 2,575 0 0 990 1,921 9,561 2,093 2,093 1,877 1,877 (3) 0 55 164 60 104 0 0 (16) 88 1.27 1.26