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Northrop Grumman Reports Fourth Quarter and 2009 Financial Results



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

LOS ANGELES - Feb. 4, 2010 - Northrop Grumman Corporation (NYSE:NOC) reported fourth quarter 2009 net earnings of $413 million, or $1.31 per diluted share, and 2009 net earnings of $1.7 billion, or $5.21 per diluted share. In 2008, the company reported a fourth quarter net loss of $2.5 billion, or $7.75 per diluted share, and a net loss for the year of $1.3 billion, or $3.77 per diluted share. 2008 fourth quarter and full year results were significantly impacted by a goodwill impairment charge.

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

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

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

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



 Table 1 - Financial Highlights
 ------------------------------

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

 Adjusted Operating Highlights

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

 Earnings Reconciliation

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

 Adjusted Per Share Data

 Diluted EPS from continuing
  operations                  $  1.19  $ (7.83)(2) $  4.87  $ (4.12)(2)

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

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

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

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

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

Backlog and New Business Awards

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



 Table 2 - Guidance
 ------------------

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

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

 Segment operating margin %(1)                  8.7%       Low 9%

 Operating margin %                             7.4%       Mid 8%

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

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

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

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

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

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



 Table 3 - Cash Flow
  Highlights
 ---------------------  ----------------------  ----------------------
 ($ millions)            2009    2008   Change   2009    2008   Change
                        ----------------------------------------------

 Cash provided by
  operations before
  discretionary pension
  contributions(1)      $  790  $1,219  $ (429) $2,595  $3,341 $  (746)
 
 Discretionary pension
  pre-funding impact       141    (182)    323    (462)   (130)   (332)
                        ----------------------------------------------

 Cash provided by
  operations               931   1,037    (106)  2,133   3,211  (1,078)
 
 Less:

 Capital expenditures      218     237      19     654     681      27

 Outsourcing contract &
  related software
  costs                     10      10      --      68     110      42
                        ----------------------------------------------

 Free cash flow(1)      $  703  $  790  $  (87) $1,411  $2,420 $(1,009)


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

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



 Table 4 - Cash Measurements, Debt and Capital Deployment
 --------------------------------------------------------

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

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

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

Operations



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

Investing



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

Financing



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


 Table 5 - Business Results
 --------------------------

 Consolidated Sales & Segment Operating Income (Loss)(1)

 ($ millions)            Fourth Quarter                  Total Year
                  ----------------------------------------------------
                   2009     2008    Change    2009     2008    Change
                  -------------------------  -------------------------

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

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

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

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

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

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

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

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

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



 Aerospace Systems ($ millions)
 ------------------------------
                            Fourth Quarter            Total Year
                        -----------------------------------------------
                                           %                       %
                         2009    2008   Change    2009    2008   Change
                        ------  ------  ------   ------  ------  ------
 Sales                  $2,763  $2,575     7.3% $10,419  $9,825    6.0%

 Operating income (loss)   291    (305)     NM    1,071     416  157.5%

   Goodwill impairment             570                      570
                        ------  ------  ------   ------  ------  ------
   Adjusted operating
    income                 291     265     9.8%   1,071     986    8.6%

 Operating income
  as % of sales           10.5%     NM             10.3%    4.2%

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

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

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



 Electronic Systems ($ millions)
 -------------------------------

                             Fourth Quarter           Total Year
                        ----------------------  ----------------------
                                          %                       %
                         2009    2008   Change   2009    2008   Change
                        ------  ------  ------  ------  ------  ------
 Sales                  $2,077  $2,030     2.3% $7,671  $7,048     8.8%

 Operating Income          274     276    (0.7%)   969     947     2.3%

 as a % of sales          13.2%   13.6%           12.6%   13.4%

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

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



 Information Systems ($ millions)
 -------------------------------
                             Fourth Quarter           Total Year
                        ----------------------  ----------------------
                                          %                       %
                         2009    2008   Change   2009    2008   Change
                        ------  ------  ------  ------  ------  ------
 Sales                  $2,195  $2,178     0.8% $8,611  $8,205     4.9%

 Operating Income          109     167   (34.7%)   631     629     0.3%

 as a % of sales           5.0%    7.7%            7.3%    7.7%

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

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



 Shipbuilding ($ millions)
 ------------------------
                             Fourth Quarter          Total Year
                        ----------------------  ----------------------
                                          %                       %
                         2009    2008   Change   2009    2008   Change
                        ------  ------  ------  ------  ------  ------
 Sales                  $1,664  $1,742    (4.5%)$6,213  $6,145     1.1%

 Operating income (loss)    88  (2,333)     NM     299  (2,307)     NM

   Goodwill impairment           2,490                   2,490
                        ------  ------          ------  ------
   Adjusted operating
    income                  88     157   (43.9%)   299     183    63.4%

 Operating income
  as % of sales            5.3%     NM             4.8%     NM

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

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

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

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



 Technical Services ($ millions)
 ------------------------------
                             Fourth Quarter           Total Year
                        ----------------------  ----------------------
                                          %                       %
                         2009    2008   Change   2009    2008   Change
                        ------  ------  ------  ------  ------  ------
 Sales                    $750    $678    10.6% $2,776  $2,535     9.5%

 Operating Income           40      34    17.6%    161     144    11.8%

 as a % of Sales           5.3%    5.0%            5.8%    5.7%

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

About Northrop Grumman

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

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

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

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

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

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



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

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


                                                            

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

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


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

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


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

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


                                                            

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


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

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

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

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

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


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


                2007         2008                     2009
              -------  ----------------  -------------------------------
 $ in                   Three
 millions,              Months
 except per             Ended              Three Months Ended
 share         Total   -------   Total   ----------------------   YTD
 amounts       Year     Dec 31   Year    Mar 31  Jun 30  Sep 30   Sep
              -------  ----------------  -------------------------------
 Sales and
  Services
  Revenues
   As
   Previously
    Reported  $31,828  $ 9,154  $33,887  $8,320  $8,957  $8,726  $26,003
    Advisory
     Services
     Division  (1,487)    (379)  (1,572)   (385)   (412)   (376) (1,173)
              -------  ----------------  -------------------------------
  Restated
   sales and
   services
   revenues   $30,341  $ 8,775  $32,315  $7,935  $8,545  $8,350  $24,830
              =======  =======  =======  ======  ======  ======  =======

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

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

 Diluted
  Earnings
  (Loss)
  Per Share
  from
  Continuing
  Operations

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

CONTACT:  Dan McClain (Media)
          (310) 201-3335

          Paul Gregory (Investors)
          (310) 201-1634