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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 25, 2018
Northrop Grumman Corporation
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
 
 
DELAWARE
(State or Other Jurisdiction
of Incorporation)
 
1-16411
(Commission
File Number)
 
80-0640649
(IRS Employer
Identification No.)

2980 Fairview Park Drive, Falls Church, VA 22042
(Address of principal executive offices)(Zip Code)
(703) 280-2900
Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
 Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July 25, 2018, Northrop Grumman Corporation issued an earnings release announcing its financial results for the quarter ended June 30, 2018, under the heading “Northrop Grumman Reports Second Quarter 2018 Financial Results.” The earnings release is furnished as Exhibit 99.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(d)
 
Exhibits
 
 
 
 
 
 
 
Furnished
 
 
 
 
 
 
 
Exhibit 99 — Earnings Release dated July 25, 2018
 
 




Signature(s)
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 hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Northrop Grumman Corporation
                    (Registrant)
 
 
 
 
 
 
July 25, 2018
 
By:
 
/s/ Jennifer C. McGarey
 
 
(Date)
 
 
 
(Signature)
Jennifer C. McGarey
Corporate Vice President and Secretary




Exhibit Index
 
 
 
 
Exhibit No.
 



Exhibit
 
 
Exhibit 99
https://cdn.kscope.io/1d335085aaf08aef9328896933b631c6-noclogoblue2015a01a02a01a27.jpg
 
 
 
 
News Release
 
 
 
 
 
 
 
Contact:
  
Tim Paynter (Media)
 
 
 
  
703-280-2720
 
 
 
  
timothy.paynter@ngc.com
 
 
 
  
 
 
 
 
  
Steve Movius (Investors)
 
 
 
  
703-280-4575
 
 
 
  
steve.movius@ngc.com
Northrop Grumman Reports Second Quarter 2018 Financial Results
•
Q2 Sales Increase 10 Percent to $7.1 Billion
•
Q2 EPS Increase 24 Percent to $3.93
•
Backlog Increases to $52.2 Billion
•
2018 EPS Guidance Increased to $16.60 to $16.85

FALLS CHURCH, Va. – July 25, 2018 – Northrop Grumman Corporation (NYSE: NOC) reported second quarter 2018 sales increased 10 percent to $7.1 billion, which includes sales of $400 million for recently acquired Orbital ATK (“Innovation Systems”) for the period of June 7, 2018 through June 30, 2018. Second quarter 2018 net earnings increased 24 percent to $689 million, or $3.93 per diluted share, compared with $555 million, or $3.16 per diluted share, in the prior year period. Second quarter 2018 net earnings include earnings for Innovation Systems since the deal close, which were more than offset by a full quarter of net interest expense related to the acquisition and deal-related costs.
“With this quarter’s addition of Innovation Systems to our portfolio, along with robust internal investment, we continue to strengthen our foundation for long-term profitable growth. We also continue to return cash to our shareholders. We raised the dividend during the quarter, and we resumed share repurchases. I’m confident that our company is well positioned for the future,” said Wes Bush, chairman and chief executive officer.
“Our second quarter results reflect solid operational performance across the enterprise, and the addition of Innovation Systems. We are off to a strong start executing well-laid plans for integrating our new, fourth sector. We welcome the Innovation Systems team and are excited about their future contributions to continued value creation for our shareholders, customers and employees,” said Kathy Warden, president and chief operating officer.


Northrop Grumman Corporation
2980 Fairview Park Drive • Falls Church, VA 22042-4511
www.northropgrumman.com/media

Northrop Grumman Reports Second Quarter 2018 Financial Results
2


Table 1 — Consolidated Operating Results Highlights
 
Second Quarter
 
Six Months
($ in millions, except per share amounts)
2018
 
2017
 
2018
 
2017
Sales
$
7,119

 
$
6,473

 
$
13,854

 
$
12,883

Segment operating income1
779

 
759

 
1,541

 
1,500

Segment operating margin rate1
10.9
%
 
11.7
%
 
11.1
%
 
11.6
%
Net FAS (service)/CAS pension adjustment
137

 
154

 
264

 
308

Unallocated corporate expense and other
(93
)
 
(40
)
 
(128
)
 
(73
)
Operating income
823

 
873

 
1,677

 
1,735

Operating margin rate
11.6
%
 
13.5
%
 
12.1
%
 
13.5
%
Interest expense
(144
)
 
(76
)
 
(287
)
 
(151
)
Net FAS (non-service) pension benefit (expense)
125

 
(17
)
 
245

 
(35
)
Other, net
45

 
32

 
85

 
51

Earnings before income taxes
849

 
812

 
1,720

 
1,600

Federal and foreign income tax expense
(160
)
 
(257
)
 
(292
)
 
(395
)
Effective income tax rate
18.8
%
 
31.7
%
 
17.0
%
 
24.7
%
Net earnings
$
689

 
$
555

 
$
1,428

 
$
1,205

Diluted EPS
3.93

 
3.16

 
8.14

 
6.85

 


 


 
 
 
 
Weighted average shares outstanding — Basic
174.5

 
174.5

 
174.4

 
174.7

Dilutive effect of share-based awards
0.9

 
1.0

 
1.0

 
1.1

Weighted average shares outstanding — Diluted
175.4

 
175.5

 
175.4

 
175.8

1 

Non-GAAP measure — see definitions at the end of this earnings release.
The company’s second quarter 2018 results reflect the adoption of Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers, and Accounting Standards Update (ASU) No. 2017-07, Compensation Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, using the full retrospective method. Schedules 4 and 5 at the end of this release present comparable prior period consolidated and segment financial information recast to reflect the adoption of these standards.
Second quarter 2018 sales increased 10 percent, due to the acquisition of Innovation Systems and higher Aerospace Systems and Mission Systems sales, partially offset by lower sales at Technology Services.
Second quarter segment operating income increased 3 percent due to higher sales, partially offset by lower margin rates at Mission Systems and Technology Services. In addition, last year’s second quarter benefited from a $54 million claim related to certain costs incurred in prior years (the “Cost Claim”).
Second quarter 2018 operating income and margin rate declined to $823 million and 11.6 percent, respectively, due to higher unallocated corporate expense and lower net FAS (service)/CAS pension adjustment, partially offset by higher segment operating income. Unallocated corporate expense increased $53 million, primarily due to the Innovation Systems acquisition, which resulted in $23 million of non-recurring transaction costs and $21 million amortization of purchased intangibles in the second quarter.
Second quarter interest expense increased $68 million, and Other, net increased $13 million due to a $24 million increase in interest income. These changes reflect the company’s issuance in October 2017 of $8.25 billion of debt to finance the Innovation Systems acquisition.

Northrop Grumman Corporation
2980 Fairview Park Drive • Falls Church, VA 22042-4511
www.northropgrumman.com/media

Northrop Grumman Reports Second Quarter 2018 Financial Results
3


The company’s second quarter effective tax rate declined to 18.8 percent from 31.7 percent in the prior year period. The lower tax rate reflects the benefit of the Tax Cuts and Jobs Act of 2017, which reduced the federal statutory tax rate to 21 percent from 35 percent. In addition, the company’s second quarter 2018 effective tax rate reflects $22 million of tax benefits associated with research credits.

Table 2 — Cash Flow Highlights
 
Second Quarter
 
Six Months
($ millions)
2018
 
2017
 
2018
 
2017
Net cash provided by operating activities
$
875

 
$
507

 
$
638

 
$
68

Less: capital expenditures
(199
)
 
(217
)
 
(504
)
 
(433
)
Free cash flow1
$
676

 
$
290

 
$
134

 
$
(365
)
1 

Non-GAAP measure — see definitions at the end of this earnings release.
Second quarter 2018 cash provided by operating activities increased $368 million to $875 million compared with $507 million in the prior year period. After capital expenditures of $199 million, second quarter 2018 free cash flow was $676 million.
Year to date through June 30, 2018, cash provided by operating activities increased $570 million to $638 million compared with $68 million in the prior year. The increase is principally due to improved trade working capital performance. After capital expenditures of $504 million, free cash flow through June 30, 2018 was $134 million.

Northrop Grumman Corporation
2980 Fairview Park Drive • Falls Church, VA 22042-4511
www.northropgrumman.com/media

Northrop Grumman Reports Second Quarter 2018 Financial Results
4


Table 3 — Segment Operating Results
 
Second Quarter
 
 
 
Six Months



($ millions)
2018
 
2017
 
Change
 
2018

2017

Change
Sales
 
 
 
 
 
 






Aerospace Systems
$
3,337

 
$
3,003

 
11
%
 
$
6,617

 
$
5,987


11
%
Innovation Systems
400

 
—

 


 
400

 
—

 


Mission Systems
2,874

 
2,859

 
1
%
 
5,757

 
5,659


2
%
Technology Services
1,048

 
1,162

 
(10
%)
 
2,192

 
2,352


(7
%)
Intersegment eliminations
(540
)
 
(551
)
 
 
 
(1,112
)
 
(1,115
)



 
7,119

 
6,473

 
10
%
 
13,854

 
12,883


8
%
Segment operating income1
 
 
 
 
 
 

 




Aerospace Systems
357

 
320

 
12
%
 
698

 
643


9
%
Innovation Systems
39

 
—

 


 
39

 
—

 


Mission Systems
352

 
384

 
(8
%)
 
723

 
743


(3
%)
Technology Services
95

 
125

 
(24
%)
 
217

 
254


(15
%)
Intersegment eliminations
(64
)
 
(70
)
 
 
 
(136
)
 
(140
)



Segment operating income1, 2
779

 
759

 
3
%
 
1,541

 
1,500


3
%
Segment operating margin rate1
10.9
%
 
11.7
%
 
(80) bps

 
11.1
%
 
11.6
%

(50) bps

1 

Non-GAAP measure — see definitions at the end of this earnings release.
2 

Refer to Table 1 for reconciliation to operating income.
Aerospace Systems
 
Second Quarter
 
 
 
Six Months
 
 
($ in millions)
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Sales
$
3,337

 
$
3,003

 
11
%
 
$
6,617

 
$
5,987

 
11
%
Operating income
357

 
320

 
12
%
 
698

 
643

 
9
%
Operating margin rate
10.7
%
 
10.7
%
 
 
 
10.5
%
 
10.7
%
 
 
Aerospace Systems second quarter 2018 sales increased 11 percent, principally due to higher Manned Aircraft sales. Higher volume for restricted activities and the F-35 program were the primary drivers of higher Manned Aircraft volume. Autonomous Systems and Space sales were also higher than the prior year period. Autonomous Systems sales included higher volume for several programs, partially offset by lower Global Hawk volume. Space sales included higher restricted and Ground Based Strategic Deterrent volume, partially offset by lower James Webb Space Telescope and intercompany volume.
Aerospace Systems second quarter 2018 operating income increased 12 percent due to higher sales and $69 million of positive performance adjustments on multiple restricted programs, partially offset by a negative performance adjustment on the James Webb Space Telescope program. In addition, last year’s second quarter operating income included a benefit from the Cost Claim.

Northrop Grumman Corporation
2980 Fairview Park Drive • Falls Church, VA 22042-4511
www.northropgrumman.com/media

Northrop Grumman Reports Second Quarter 2018 Financial Results
5


Innovation Systems
 
Second Quarter
 
 
 
Six Months
 
 
($ in millions)
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Sales
$
400

 
$
—

 

 
$
400

 
$
—

 

Operating income
39

 
—

 

 
39

 
—

 

Operating margin rate
9.8
%
 
—

 
 
 
9.8
%
 
—

 
 
Innovation Systems second quarter 2018 sales and operating income above reflect operating results from June 7, 2018 through June 30, 2018.
Mission Systems
 
Second Quarter
 
 
 
Six Months
 
 
($ in millions)
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Sales
$
2,874

 
$
2,859

 
1
%
 
$
5,757

 
$
5,659

 
2
%
Operating income
352

 
384

 
(8
%)
 
723

 
743

 
(3
%)
Operating margin rate
12.2
%
 
13.4
%
 
 
 
12.6
%
 
13.1
%
 
 
Mission Systems second quarter 2018 sales increased 1 percent principally due to higher Sensors and Processing volume and higher volume for Advanced Capabilities programs, partially offset by lower Cyber and ISR volume. Higher Sensors and Processing sales are primarily due to higher volume on restricted programs, the Scalable Agile Beam Radar program, F-35, and communications programs. Higher Advanced Capabilities volume reflects higher volume for several programs, including IBCS; partially offset by lower volume for JRDC and follow-on activity. Cyber and ISR sales decreased primarily due to lower volume on restricted ISR programs.
Mission Systems second quarter operating income decreased 8 percent, and operating margin rate decreased to 12.2 percent. Lower operating income includes a forward loss provision for an Advanced Capabilities program, which was partially offset by improved performance on Sensors and Processing programs and Cyber and ISR programs. In addition, last year’s second quarter operating income included a benefit related to the Cost Claim.
Technology Services
 
Second Quarter
 
 
 
Six Months
 
 
($ in millions)
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Sales
$
1,048

 
$
1,162

 
(10
%)
 
$
2,192

 
$
2,352

 
(7
%)
Operating income
95

 
125

 
(24
%)
 
217

 
254

 
(15
%)
Operating margin rate
9.1
%
 
10.8
%
 
 
 
9.9
%
 
10.8
%
 
 
Technology Services second quarter 2018 sales decreased 10 percent due to the completion of several programs, including JRDC, and lower volume on the KC-10 program as it nears completion. These declines were partially offset by higher volume on several other programs, including the Special Electronic Mission Aircraft program and international activities.
Technology Services second quarter 2018 operating income decreased 24 percent and operating margin rate declined to 9.1 percent. These declines reflect lower sales volume, as well as a negative adjustment due to a notice of termination received for the Virginia Information Technologies Agency program. In addition, last year’s second quarter operating income included a benefit from the Cost Claim.

Northrop Grumman Corporation
2980 Fairview Park Drive • Falls Church, VA 22042-4511
www.northropgrumman.com/media

Northrop Grumman Reports Second Quarter 2018 Financial Results
6


2018 Guidance    
2018 financial guidance reflects the company’s judgment based on the information available to the company at the time of this release. The government budget and appropriations processes can impact our customers, programs and financial results. Government budgets, appropriations, including the timing of appropriations, and the occurrence of continuing resolutions and government shutdowns can impact the company’s ability to achieve 2018 guidance. 
2018 Guidance
($ in millions, except per share amounts)
As of 6/5/18
As of 7/25/18
 
 
 
 
 
 
 
Sales
~30,000
~30,000
 
 
 
 
 
 
 
Segment operating margin %1
Low - mid 11%
Low - mid 11%
 
 
 
 
 
 
 
Total net FAS/CAS pension adjustment2
~1,080
~1,080
 
 
 
 
 
 
 
Unallocated corporate expenses3 
~425
~425
 
 
 
Operating margin %
High 11%
High 11%
 
 
 
 
 
 
 
Net interest expense4
~520
~520
 
 
 
Effective tax rate %
~18%
Mid 16%
 
 
 
 
 
 
 
Diluted EPS
16.20
—
16.45
16.60
—
16.85
 
 
 
 
 
 
 
Capital expenditures
~1,150
~1,150
 
 
 
 
 
 
 
Free cash flow1,5
2,300
—
2,600
2,400
—
2,600
 
 
 
 
 
 
 
1 Non-GAAP measure - see definitions at the end of this earnings release.        
2 Total Net FAS/CAS pension adjustment is presented as a single amount consistent with our historical presentation, and includes expected 2018 CAS pension cost of $965 million and FAS pension benefit of $115 million. In accordance with ASU No. 2017-07, $405 million of FAS (service-related) pension cost is reflected in operating income and $520 million of FAS (non-service) pension benefit is reflected below operating income. CAS pension cost continues to be recorded in operating income. See Schedule 4 for further information.
3 Includes initial estimate of $175 million for approximately seven months of purchased intangibles amortization in 2018. This estimate is subject to the completion of purchase accounting and other post-closing activities.
4 Includes full year of net interest expense for $8.25 billion debt issued in October 2017 to finance the Orbital ATK acquisition, as well as estimated net interest for the company’s remaining debt.
5 2018 Free cash flow guidance is after an expected $250 million discretionary pension contribution.



Northrop Grumman Corporation
2980 Fairview Park Drive • Falls Church, VA 22042-4511
www.northropgrumman.com/media

Northrop Grumman Reports Second Quarter 2018 Financial Results
7


About Northrop Grumman
Northrop Grumman will webcast its earnings conference call at noon Eastern time on July 25, 2018. A live audio broadcast of the conference call will be available on the investor relations page of the company’s website at www.northropgrumman.com.
Northrop Grumman is a leading global security company providing innovative systems, products and solutions in autonomous systems, cyber, C4ISR, space, strike, and logistics and modernization to customers worldwide. Please visit www.northropgrumman.com and follow us on twitter, @NGCNews, for more information.

Forward-Looking Statements
This earnings release and the information we are incorporating by reference contain statements, other than statements of historical fact, that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “will,” “expect,” “intend,” “may,” “could,” “plan,” “project,” “forecast,” “believe,” “estimate,” “guidance,” “outlook,” “anticipate,” “trends,” “goals” and similar expressions generally identify these forward-looking statements.
Forward-looking statements include, among other things, statements relating to our future financial condition, results of operations and/or cash flows. Forward-looking statements are based upon assumptions, expectations, plans and projections that we believe to be reasonable when made, but which may change over time. These statements are not guarantees of future performance and inherently involve a wide range of risks and uncertainties that are difficult to predict. Specific risks that could cause actual results to differ materially from those expressed or implied in these forward-looking statements include, but are not limited to, those identified and discussed more fully in the section entitled “Risk Factors” in our 2017 Annual Report on Form 10-K, the section entitled “Risk Factors” in the Form 10-Q for the quarter ended June 30, 2018 and in other filings with the Securities and Exchange Commission (SEC). They include:
•
our dependence on the U.S. government for a substantial portion of our business
•
significant delays or reductions in appropriations for our programs and U.S. government funding more broadly
•
investigations, claims, disputes, enforcement actions and/or litigation
•
the use of estimates when accounting for our contracts and the effect of contract cost growth and/or changes in estimated contract revenues and costs
•
our exposure to additional risks as a result of our international business, including risks related to geopolitical and economic factors, laws and regulations
•
the improper conduct of employees, agents, subcontractors, suppliers, business partners or joint ventures in which we participate and the impact on our reputation, our ability to do business, and our financial position, results of operations and/or cash flows
•
cyber and other security threats or disruptions faced by us, our customers or our suppliers and other partners
•
the performance and financial viability of our subcontractors and suppliers and the availability and pricing of raw materials, chemicals and components
•
changes in procurement and other laws, regulations and practices applicable to our industry, findings by the U.S. government as to our compliance with such laws and regulations, and changes in our customers’ business practices globally
•
increased competition within our markets and bid protests

Northrop Grumman Corporation
2980 Fairview Park Drive • Falls Church, VA 22042-4511
www.northropgrumman.com/media

Northrop Grumman Reports Second Quarter 2018 Financial Results
8


•
the ability to maintain a qualified workforce
•
our ability to meet performance obligations under our contracts, including obligations that are technologically complex, require certain manufacturing expertise or are dependent on factors not wholly within our control
•
environmental matters, including unforeseen environmental costs and government and third party claims
•
natural and/or environmental disasters
•
the adequacy and availability of our insurance coverage, customer indemnifications or other liability protections
•
products and services we provide related to hazardous and high risk operations, which subject us to various environmental, regulatory, financial, reputational and other risks
•
the future investment performance of plan assets, changes in actuarial assumptions associated with our pension and other post-retirement benefit plans and legislative or other regulatory actions impacting our pension, post-retirement and health and welfare plans
•
our ability successfully to integrate the Orbital ATK business and realize fully the anticipated benefits of the acquisition, without adverse consequences
•
our ability to exploit or protect intellectual property rights
•
our ability to develop new products and technologies and maintain technologies, facilities, and equipment to win new competitions and meet the needs of our customers
•
the components, production and use of certain of our products involve hazardous and significant risks
•
changes in business conditions that could impact business investments and/or recorded goodwill or the value of other long-lived assets
•
unanticipated changes in our tax provisions or exposure to additional tax liabilities
•
qualification of the Alliant Techsystems Inc. spin-off of Vista Outdoor Inc. as a tax-free transaction
Additional information regarding these risks and other important factors can be found in the section entitled “Risk Factors” in our 2017 Annual Report on Form 10-K, the section entitled “Risk Factors” in the Form 10-Q for the quarter ended June 30, 2018 and from time to time in our other filings with the SEC.
You are urged to consider the limitations on, and risks associated with, forward-looking statements and not unduly rely on the accuracy of forward-looking statements. These forward-looking statements speak only as of the date this earnings release is first issued or, in the case of any document incorporated by reference, the date of that document. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
This release and the attachments also contain non-GAAP financial measures. A reconciliation to the nearest GAAP measure and a discussion of the company’s use of these measures are included in this release or the attachments.

Northrop Grumman Corporation
2980 Fairview Park Drive • Falls Church, VA 22042-4511
www.northropgrumman.com/media


SCHEDULE 1
NORTHROP GRUMMAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(Unaudited)


 
Three Months Ended June 30
 
Six Months Ended June 30
$ in millions, except per share amounts
2018
 
2017
 
2018
 
2017
Sales
 
 
 
 
 
 
 
Product
$
4,790

 
$
4,037

 
$
9,079

 
$
8,034

Service
2,329

 
2,436

 
4,775

 
4,849

Total sales
7,119

 
6,473

 
13,854

 
12,883

Operating costs and expenses
 
 
 
 
 
 
 
Product
3,694

 
3,037

 
6,959

 
6,020

Service
1,863

 
1,877

 
3,768

 
3,744

General and administrative expenses
739

 
686

 
1,450

 
1,384

Operating income
823

 
873

 
1,677

 
1,735

Other (expense) income
 
 
 
 
 
 
 
Interest expense
(144
)
 
(76
)
 
(287
)
 
(151
)
Net FAS (non-service) pension benefit (expense)
125

 
(17
)
 
245

 
(35
)
Other, net
45

 
32

 
85

 
51

Earnings before income taxes
849

 
812

 
1,720

 
1,600

Federal and foreign income tax expense
160

 
257

 
292

 
395

Net earnings
$
689

 
$
555

 
$
1,428

 
$
1,205

 
 
 
 
 
 
 
 
Basic earnings per share
$
3.95

 
$
3.18

 
$
8.19

 
$
6.90

Weighted-average common shares outstanding, in millions
174.5

 
174.5

 
174.4

 
174.7

 
 
 
 
 
 
 
 
Diluted earnings per share
$
3.93

 
$
3.16

 
$
8.14

 
$
6.85

Weighted-average diluted shares outstanding, in millions
175.4

 
175.5

 
175.4

 
175.8

 
 
 
 
 
 
 
 
Net earnings (from above)
$
689

 
$
555

 
$
1,428

 
$
1,205

Other comprehensive income
 
 
 
 
 
 
 
Change in unamortized benefit plan costs, net of tax
86

 
102

 
172

 
201

Change in cumulative translation adjustment
—

 
(4
)
 
(2
)
 
—

Other, net
(3
)
 
1

 
(4
)
 
3

Other comprehensive income, net of tax
83

 
99

 
166

 
204

Comprehensive income
$
772

 
$
654

 
$
1,594

 
$
1,409



SCHEDULE 2
NORTHROP GRUMMAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited)


 
June 30,
2018
 
December 31,
2017
$ in millions
 
Assets
 
 
 
Cash and cash equivalents
$
1,539

 
$
11,225

Accounts receivable, net
1,815

 
1,054

Unbilled receivables, net
5,272

 
3,465

Inventoried costs, net
690

 
398

Prepaid expenses and other current assets
406

 
445

Total current assets
9,722

 
16,587

Property, plant and equipment, net of accumulated depreciation of $5,187 for 2018 and $5,066 for 2017
5,864

 
4,225

Goodwill
18,747

 
12,455

Intangible assets, net
1,329

 
52

Deferred tax assets
179

 
447

Other non-current assets
1,537

 
1,362

Total assets
$
37,378

 
$
35,128

 
 
 
 
Liabilities
 
 
 
Trade accounts payable
$
1,824

 
$
1,661

Accrued employee compensation
1,451

 
1,382

Advance payments and amounts in excess of costs incurred
1,711

 
1,761

Other current liabilities
2,847

 
2,288

Total current liabilities
7,833

 
7,092

Long-term debt, net of current portion of $744 for 2018 and $867 for 2017
14,387

 
14,399

Pension and other post-retirement benefit plan liabilities
5,755

 
5,511

Other non-current liabilities
1,176

 
994

Total liabilities
29,151

 
27,996

 
 
 
 
Shareholders’ equity
 
 
 
Preferred stock, $1 par value; 10,000,000 shares authorized; no shares issued and outstanding
—

 
—

Common stock, $1 par value; 800,000,000 shares authorized; issued and outstanding: 2018—174,254,250 and 2017—174,085,619
174

 
174

Paid-in capital
—

 
44

Retained earnings
13,669

 
11,632

Accumulated other comprehensive loss
(5,616
)
 
(4,718
)
Total shareholders’ equity
8,227

 
7,132

Total liabilities and shareholders’ equity
$
37,378

 
$
35,128



SCHEDULE 3
NORTHROP GRUMMAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 
Six Months Ended June 30
$ in millions
2018
 
2017
Operating activities
 
 
 
Net earnings
$
1,428

 
$
1,205

Adjustments to reconcile to net cash provided by operating activities:
 
 
 
Depreciation and amortization
281

 
213

Stock-based compensation
53

 
42

Deferred income taxes
(17
)
 
(39
)
Changes in assets and liabilities:
 
 
 
Accounts receivable, net
(145
)
 
(509
)
Unbilled receivables, net
(570
)
 
(793
)
Inventoried costs, net
(73
)
 
(54
)
Prepaid expenses and other assets
57

 
(34
)
Accounts payable and other liabilities
(422
)
 
(172
)
Income taxes payable, net
186

 
90

Retiree benefits
(127
)
 
165

Other, net
(13
)
 
(46
)
Net cash provided by operating activities
638

 
68

 
 
 
 
Investing activities
 
 
 
Acquisition of Orbital ATK, net of cash acquired
(7,657
)
 
—

Capital expenditures
(504
)
 
(433
)
Other, net
2

 
7

Net cash used in investing activities
(8,159
)
 
(426
)
 
 
 
 
Financing activities
 
 
 
Payments of long-term debt
(1,550
)
 
—

Payments to credit facilities
(314
)
 
—

Net borrowings on commercial paper
249

 
—

Common stock repurchases
(41
)
 
(367
)
Cash dividends paid
(407
)
 
(341
)
Payments of employee taxes withheld from share-based awards
(80
)
 
(91
)
Other, net
(22
)
 
(1
)
Net cash used in financing activities
(2,165
)
 
(800
)
Decrease in cash and cash equivalents
(9,686
)
 
(1,158
)
Cash and cash equivalents, beginning of year
11,225

 
2,541

Cash and cash equivalents, end of period
$
1,539

 
$
1,383




SCHEDULE 4
NORTHROP GRUMMAN CORPORATION
PRELIMINARY PRO FORMA FINANCIAL INFORMATION
CONSOLIDATED OPERATING RESULTS HIGHLIGHTS 
(Unaudited)

Effective January 1, 2018, we adopted Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers, and Accounting Standards Update (ASU) No. 2017-07, Compensation Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, using the full retrospective method. The adoption of these standards is reflected in our recast consolidated operating results highlights for each of the periods presented below.
 
2016
 
2017
 
2017
 
Total
 
Three Months Ended
 
Total
$ in millions, except per share amounts
Year
 
Mar 31
 
Jun 30
 
Sep 30
 
Dec 31
 
Year
AS REPORTED
 
 
 
 
 
 
 
 
 
 
 
Sales
$
24,508

 
$
6,267

 
$
6,375

 
$
6,527

 
$
6,634

 
$
25,803

Segment operating income1
2,935

 
726

 
753

 
759

 
721

 
2,959

Segment operating margin rate1
12.0
%
 
11.6
%
 
11.8
%
 
11.6
%

10.9
%

11.5
%
Net FAS/CAS pension adjustment
316

 
136

 
137

 
172

 
149

 
594

Unallocated corporate expense and other
(58
)
 
(30
)
 
(35
)
 
(86
)
 
(103
)
 
(254
)
Operating income
3,193

 
832

 
855

 
845


767


3,299

Operating margin rate
13.0
%
 
13.3
%
 
13.4
%
 
12.9
%

11.6
%

12.8
%
Interest expense
(301
)
 
(75
)
 
(76
)
 
(73
)
 
(136
)
 
(360
)
Other, net
31

 
16

 
28

 
13

 
53

 
110

Earnings before income taxes
2,923

 
773

 
807

 
785


684


3,049

Federal and foreign income tax expense
(723
)
 
(133
)
 
(255
)
 
(140
)
 
(506
)
 
(1,034
)
Effective income tax rate
24.7
%
 
17.2
%
 
31.6
%
 
17.8
%

74.0
%

33.9
%
Net earnings
$
2,200

 
$
640

 
$
552

 
$
645


$
178


$
2,015

Diluted EPS
12.19

 
3.63

 
3.15

 
3.68

 
1.01

 
11.47

Weighted average shares outstanding — Diluted
180.5

 
176.1

 
175.5

 
175.3

 
175.5

 
175.6

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AS RECAST TO REFLECT ASC TOPICS 606 AND 715
 
 
 
 
 
 
Sales
$
24,706

 
$
6,410

 
$
6,473

 
$
6,569

 
$
6,552

 
$
26,004

Segment operating income1
2,864

 
741

 
759

 
756

 
647

 
2,903

Segment operating margin rate1
11.6
%
 
11.6
%
 
11.7
%
 
11.5
%
 
9.9
%
 
11.2
%
  Net FAS (service)/CAS pension adjustment
457

 
154

 
154

 
170

 
160

 
638

  Unallocated corporate expense and other
(52
)
 
(33
)
 
(40
)
 
(89
)
 
(103
)
 
(265
)
Operating income
3,269

 
862

 
873

 
837

 
704

 
3,276

Operating margin rate
13.2
%
 
13.4
%
 
13.5
%
 
12.7
%
 
10.7
%
 
12.6
%
Interest expense
(301
)
 
(75
)
 
(76
)
 
(73
)
 
(136
)
 
(360
)
  Net FAS (non-service) pension (expense) benefit
(141
)
 
(18
)
 
(17
)
 
2

 
(11
)
 
(44
)
Other, net
28

 
19

 
32

 
16

 
57

 
124

Earnings before income taxes
2,855

 
788

 
812

 
782

 
614

 
2,996

Federal and foreign income tax expense
(699
)
 
(138
)
 
(257
)
 
(139
)
 
(467
)
 
(1,001
)
Effective income tax rate
24.5
%
 
17.5
%
 
31.7
%
 
17.8
%
 
76.1
%
 
33.4
%
Net earnings
$
2,156

 
$
650

 
$
555

 
$
643


$
147

 
$
1,995

Diluted EPS
11.94

 
3.69

 
3.16

 
3.67

 
0.84

 
11.36

Weighted average shares outstanding — Diluted
180.5

 
176.1

 
175.5

 
175.3

 
175.5

 
175.6

1 

Non-GAAP measure — see definitions at the end of this earnings release.


SCHEDULE 5
NORTHROP GRUMMAN CORPORATION
PRELIMINARY PRO FORMA FINANCIAL INFORMATION
SEGMENT OPERATING RESULTS
(Unaudited)

Effective January 1, 2018, we adopted Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers, using the full retrospective method. The adoption of ASC 606 is reflected in our recast segment operating results for each of the periods presented below.
 
2016
 
2017
 
2017
 
Total
 
Three Months Ended
 
Total
$ in millions
Year
 
Mar 31
 
Jun 30
 
Sep 30
 
Dec 31
 
Year
AS REPORTED
 
 
 
 
 
 
 
 
 
 
 
Sales
 
 
 
 
 
 
 
 
 
 
 
Aerospace Systems
$
10,828

 
$
2,898

 
$
2,970

 
$
3,082

 
$
3,005

 
$
11,955

Mission Systems
10,928

 
2,739

 
2,781

 
2,837

 
3,025

 
11,382

Technology Services
4,825

 
1,194

 
1,175

 
1,183

 
1,198

 
4,750

Intersegment eliminations
(2,073
)
 
(564
)
 
(551
)
 
(575
)
 
(594
)
 
(2,284
)
  Total
24,508

 
6,267

 
6,375

 
6,527


6,634


25,803

 
 
 
 
 
 
 
 
 
 
 
 
Segment operating income1
 
 
 
 
 
 
 
 
 
 
 
Aerospace Systems
1,236

 
312

 
315

 
334

 
298

 
1,259

Mission Systems
1,445

 
353

 
374

 
363

 
363

 
1,453

Technology Services
512

 
131

 
134

 
133

 
126

 
524

Intersegment eliminations
(258
)
 
(70
)
 
(70
)
 
(71
)
 
(66
)
 
(277
)
  Total
$
2,935

 
$
726

 
$
753

 
$
759


$
721


$
2,959

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AS RECAST TO REFLECT ASC TOPIC 606
 
 
 
 
 
 
 
 
 
 
 
Sales
 
 
 
 
 
 
 
 
 
 
 
Aerospace Systems
$
10,853

 
$
2,984

 
$
3,003

 
$
3,125

 
$
3,019

 
$
12,131

Mission Systems
11,161

 
2,800

 
2,859

 
2,836

 
2,975

 
11,470

Technology Services
4,765

 
1,190

 
1,162

 
1,183

 
1,152

 
4,687

Intersegment eliminations
(2,073
)
 
(564
)
 
(551
)
 
(575
)
 
(594
)
 
(2,284
)
  Total
24,706

 
6,410

 
6,473

 
6,569

 
6,552

 
26,004

 
 
 
 
 
 
 
 
 
 
 
 
Segment operating income1
 
 
 
 
 
 
 
 
 
 
 
Aerospace Systems
1,198

 
323

 
320

 
344

 
302

 
1,289

Mission Systems
1,468

 
359

 
384

 
359

 
340

 
1,442

Technology Services
456

 
129

 
125

 
124

 
71

 
449

Intersegment eliminations
(258
)
 
(70
)
 
(70
)
 
(71
)
 
(66
)
 
(277
)
  Total
$
2,864

 
$
741

 
$
759

 
$
756

 
$
647

 
$
2,903

1 

Non-GAAP measure — see definitions at the end of this earnings release.


Northrop Grumman Reports Second Quarter 2018 Financial Results
14


Non-GAAP Financial Measures Disclosure: This earnings release contains non-GAAP (accounting principles generally accepted in the United States of America) financial measures, as defined by SEC (Securities and Exchange Commission) Regulation G and indicated by a footnote in the text of the release. Definitions for the non-GAAP measures are provided below and reconciliations are provided in the body of the release. References to a “Table” in the definitions below relate to tables in the body of the release. Other companies may define these measures differently or may utilize different non-GAAP measures.
Segment operating income: Total earnings from our four segments, including allocated pension expense recognized under CAS, and excluding unallocated corporate items and FAS pension expense. This measure may be useful to investors and other users of our financial statements as a supplemental measure in evaluating the financial performance and operational trends of our sectors. This measure should not be considered in isolation or as an alternative to operating results presented in accordance with GAAP. Segment operating income is reconciled in Table 1.
Segment operating margin rate: Segment operating income as defined above, and reconciled in Table 1, divided by sales. This measure may be useful to investors and other users of our financial statements as a supplemental measure in evaluating the financial performance and operational trends of our sectors. This measure should not be considered in isolation or as an alternative to operating results presented in accordance with GAAP.
Free cash flow: Net cash provided by operating activities less capital expenditures. We use free cash flow as a key factor in our planning for, and consideration of, acquisitions, stock repurchases and the payment of dividends. This measure may be useful to investors and other users of our financial statements as a supplemental measure of our cash performance, but should not be considered in isolation, as a measure of residual cash flow available for discretionary purposes, or as an alternative to operating cash flows presented in accordance with GAAP. Free cash flow is reconciled in Table 2.
#


Northrop Grumman Corporation
2980 Fairview Park Drive • Falls Church, VA 22042-4511
www.northropgrumman.com/media