Press Release

Northrop Grumman Reports First Quarter 2008 Financial Results, Updates Guidance and Raises Dividend

By SpaceRef Editor
April 24, 2008
Filed under , ,

LOS ANGELES, April 24 Northrop Grumman
Corporation reported that first quarter 2008 earnings from
continuing operations declined to $263 million, or $0.76 per diluted share,
from $394 million, or $1.12 per diluted share, in the first quarter of 2007.
First quarter 2008 earnings were reduced by a pre-tax charge of $326 million,
or $0.61 per diluted share, primarily for cost growth and schedule extension
in the company’s LHD-8 amphibious assault ship program, as announced on
April 15, 2008. Sales for the 2008 first quarter increased 6 percent to
$7.7 billion from $7.3 billion in the 2007 first quarter. Cash provided by
operations for the 2008 first quarter totaled $194 million compared with
$400 million in the prior year period.

The company also announced that it is increasing its quarterly dividend to
$0.40 per share from $0.37 per share. The company has increased its quarterly
dividend in each of the last five years, and with the increase to $0.40 per
share the company has doubled its quarterly common stock dividend since 2003.



    Operating Highlights
                                                        First Quarter
    ($ millions except per share data)             2008      2007      Change
    Sales                                         7,724     7,314         6%
    Operating income                                464       690       -33%
      as a % of sales                              6.0%      9.4%  (340) bps
    Earnings from continuing operations             263       394       -33%
    Diluted EPS from continuing operations          .76      1.12       -32%
    Net earnings                                    264       387       -32%
    Diluted EPS                                     .76      1.10       -31%
    Cash from operations                            194       400       -52%
    Free cash flow(1)                                16       212       -92%

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

“Although the LHD-8 charge is disappointing, the remainder of our first
quarter performance was strong. Total backlog increased more than $4 billion
to a record $68 billion. We demonstrated strong growth and performance in our
Information & Services, Aerospace and Electronics businesses, and we won the
KC-45 tanker program. These positives demonstrate the solid, underlying
business trends we expect and reinforce our confidence in our long-term
financial targets,” said Ronald D. Sugar, Northrop Grumman chairman and chief
executive officer.

“Based on the strength of that long-term outlook, we continue to execute
our balanced cash deployment strategy. During the quarter we purchased
$600 million of our shares, and today we announced an increase in our
quarterly dividend. This is our fifth annual increase and represents a
doubling of our dividend since the TRW acquisition.”

Operating income for the 2008 first quarter decreased 33 percent to
$464 million from $690 million for the 2007 first quarter. As a percent of
sales, operating income decreased to 6 percent from 9.4 percent in the prior
year period. The $326 million pre-tax charge in Shipbuilding caused the
decline in operating income in the quarter and as a percent of sales, impacted
operating income by approximately 400 basis points.

Federal and foreign income taxes for the 2008 first quarter declined to
$146 million from $206 million in the first quarter of 2007. The effective tax
rate applied to earnings from continuing operations for the 2008 first quarter
was 35.7 percent compared with 34.3 percent in the 2007 first quarter.

Net earnings for the 2008 first quarter declined to $264 million, or
$0.76 per diluted share, from $387 million, or $1.10 per diluted share, for
the same period in 2007. Earnings per share are based on weighted average
diluted shares outstanding of 349.3 million for the first quarter of 2008 and
358.3 million for the first quarter of 2007. Weighted average shares
outstanding for both periods include the dilutive effects of the company’s
mandatorily redeemable Series B convertible preferred stock and the impact of
share repurchases during the quarter.

New business awards totaled $12.1 billion in the first quarter. Total
backlog, which includes funded backlog and firm orders for which funding is
not currently contractually obligated by the customer, increased to a record
$68 billion as of March 31, 2008.



    Cash Flow Highlights
                                                        First Quarter
    ($ millions)                                   2008      2007      Change
    Cash from operations                            194       400      (206)
    Less:
    Capital expenditures                            143       158        15
    Outsourcing contract & related software costs    35        30        (5)
    Free cash flow(1)                                16       212      (196)

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

Cash provided by operations in the 2008 first quarter totaled $194 million
compared with $400 million in the prior year period. The decline in cash
provided by operations reflects an increase in accounts receivable. The
increase in receivables is due to timing of billing and collection resulting
from the transition to a common internal accounting software system. The
transition impacted working capital by approximately $200 million, which is
largely expected to be recovered in the second quarter of 2008. First quarter
2008 capital spending totaled $143 million compared with capital spending of
$158 million in the prior year period. First quarter 2008 free cash flow
totaled $16 million compared with $212 million in the prior year period.



    Cash Measurements, Debt and Capital Deployment

    ($ millions)                                     3/31/2008     12/31/2007
    Cash & cash equivalents                              429            963
    Total debt                                         4,097          4,055
    Net debt(1)                                        3,668          3,092
    Mandatorily redeemable preferred stock                46            350
    Net debt to total capital ratio(2)                   17%            14%

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

Cash and cash equivalents totaled $429 million at March 31, 2008 compared
with $963 million at Dec. 31, 2007, and total debt was $4.1 billion at
March 31, 2008. Changes in cash and cash equivalents and total debt include
the following cash deployment and financing actions during the quarter:

    -- $600 million for share repurchases
    -- $143 million for capital expenditures and $35 million for outsourcing
       contract and related software costs
    -- $126 million for dividends
    -- $69 million proceeds from exercises of stock options and issuance of
       common stock

During the first quarter of 2008 the company announced its intention to
redeem its mandatorily redeemable Series B convertible preferred stock on
April 4, 2008. The reduction in mandatorily redeemable preferred stock
reflects the voluntary conversion by holders of approximately 3 million shares
during the first quarter of 2008.

During the first quarter of 2008 the company also announced the sale of
its Electro-Optical Systems business for $175 million in cash. This sale was
completed on April 21, 2008, and a small after-tax gain is anticipated to be
recognized in discontinued operations in the second quarter of 2008.



    2008 Guidance
                                                    Prior          Current

    Sales                                           ~$33B           ~$33B

    Segment operating income(1) as % of sales   mid to high 9%  mid to high 8%

    Operating income as % of sales                  high 9%        high 8%

    Diluted EPS from continuing operations       $5.50 - 5.75    $4.90 - 5.15

    Cash from operations                          $2.8 - 3.1B     $2.6 - 2.9B

    Free cash flow(2)                             $1.9 - 2.3B     $1.7 - 2.1B

    (1) Segment operating income is a non-GAAP measure used as an internal
        measure of financial performance for the four businesses.
    (2) Free cash flow is a non-GAAP measure defined as cash from operations
        less capital expenditures and outsourcing contract & related software
        costs.  Management uses free cash flow as an internal measure of
        financial performance.

The company continues to expect sales of approximately $33 billion in
2008. The company has revised its guidance for segment operating income,
operating income, and earnings per share to reflect the impacts of the charge
in Shipbuilding, $326 million or $0.61 per diluted share, respectively.
Guidance for 2008 cash from operations and free cash flow has been revised to
include a $200 million negative impact from the charge.



    Business Results
    Consolidated Sales & Segment Operating Income(1)
    ($ millions except per share data)                   First Quarter
                                                    2008      2007      Change
    Sales
    Information & Services                         3,135     2,953         6%
    Aerospace                                      2,115     2,035         4%
    Electronics                                    1,555     1,528         2%
    Shipbuilding                                   1,264     1,156         9%
    Intersegment eliminations                       (345)     (358)
                                                   7,724     7,314         6%

    Segment operating income(1)
    Information & Services                           260       231        13%
    Aerospace                                        235       219         7%
    Electronics                                      209       192         9%
    Shipbuilding                                    (218)       79         NM
    Intersegment eliminations                        (28)      (29)
    Segment operating income(1)                      458       692       (34%)
      as a % of sales                               5.9%      9.5%  (460) bps

    Reconciliation to operating income:
      Unallocated expenses                           (32)      (32)
      Net pension adjustment(2)                       59        33
      Reversal of royalty income included above      (21)       (3)
    Operating income                                 464       690       -33%
      as a % of sales                               6.0%      9.4%  (340) bps

    (1) Segment operating income is a non-GAAP measure used as an internal
        measure of financial performance for the four businesses.
    (2) Net pension adjustment includes pension expense determined in
        accordance with GAAP less pension expense allocated to the business
        segments under U.S. Government Cost Accounting Standards.

Operating results for all periods presented reflect the reclassification
of Electro-Optical Systems (formerly reported in Electronics) from continuing
to discontinued operations, as well as the transfer of the Park Air and
Remotec businesses from Electronics to Mission Systems effective Jan. 1, 2008.
Schedule 6 provides previously reported quarterly financial results revised to
reflect discontinued operations.



    Information & Services
                                      First Quarter ($ millions)
                                  2008                        2007
                               Operating     %              Operating    %
                         Sales   Income   of Sales   Sales   Income   of Sales
      Mission Systems   $1,545    $145     9.4 %    $1,395    $117     8.4 %
      Information
       Technology        1,085      89     8.2 %     1,038      86     8.3 %
      Technical Services   505      26     5.1 %       520      28     5.4 %
                        $3,135    $260     8.3 %    $2,953    $231     7.8 %


Information & Services first quarter 2008 sales increased 6 percent from
the prior year period due to higher sales for Mission Systems and Information
Technology. Operating income for Information & Services rose 13 percent in
the 2008 first quarter. As a percent of sales, operating income increased 50
basis points to 8.3 percent from 7.8 percent in the prior year period. The
increase in operating income is due to higher volume, and the increase in
operating income rate reflects improved program performance for Mission
Systems.

Mission Systems sales increased 11 percent due to higher volume for
intelligence, surveillance & reconnaissance programs, higher volume for
command, control & communications programs and higher volume for the Kinetic
Energy Interceptor program. Operating income rose 24 percent, and as a percent
of sales, increased 100 basis points to 9.4 percent from 8.4 percent in the
prior year period. The increase in operating income reflects higher volume
and improved program performance.

Information Technology sales rose 5 percent due to higher volume for
intelligence programs, the New York City Wireless program, the Virginia IT
outsourcing program, and the Network Centric Solutions program. Operating
income rose 3 percent, and as a percent of sales was comparable to the prior
year period at 8.2 percent compared with 8.3 percent.

Technical Services sales declined 3 percent due to completion of the
Western Range Operations program in 2007 and lower volume for the Joint Base
Operations Support program than in the prior year period. Operating income
decreased 7 percent, and as a percent of sales, declined to 5.1 percent from
5.4 percent in the prior year period. The comparison to first quarter 2007
reflects lower volume as well as contract mix.



    Aerospace
                                      First Quarter ($ millions)
                                  2008                         2007
                               Operating     %              Operating    %
                        Sales    Income  of Sales    Sales    Income  of Sales
    Integrated Systems  $1,340    $170    12.7 %    $1,281     $160    12.5 %
    Space Technology       775      65     8.4 %       754       59     7.8 %
                        $2,115    $235    11.1 %    $2,035     $219    10.8 %


Aerospace first quarter 2008 sales increased 4 percent from the prior year
period and includes higher volume for both Integrated Systems and Space
Technology. Aerospace first quarter 2008 operating income increased
7 percent, and as a percent of sales, increased to 11.1 percent from
10.8 percent in the prior year period.

Integrated Systems sales rose 5 percent. The increase includes higher
volume for restricted, Global Hawk, Navy UCAS-D, and KC-45 air mobility tanker
programs, which was partially offset by lower volume for the F-35,
Multi-Platform Radar Technology Insertion program, and the E-10A. Integrated
Systems operating income rose 6 percent, and as a percent of sales, increased
to 12.7 percent from 12.5 percent in the prior year period. The increase in
operating income and rate reflect higher volume and improved program
performance.

Space Technology sales increased 3 percent, primarily due to higher volume
for restricted and James Webb Space Telescope programs. Increases in these
programs were partially offset by lower volume in the Advanced Extremely High
Frequency, Space Tracking and Surveillance System, and Transformational
Satellite Communications System programs. Space Technology operating income
increased 10 percent, and as a percent of sales increased to 8.4 percent from
7.8 percent, reflecting improved program performance and higher sales volume.



    Electronics
                                      First Quarter ($ Millions)
                                  2008                         2007
                               Operating  % of              Operating  % of
                        Sales    Income   Sales     Sales     Income   Sales
                        $1,555    $209    13.4 %    $1,528     $192   12.6 %


Electronics first quarter 2008 sales increased 2 percent from the prior
year period principally due to higher sales for Army and navigation systems
programs. These sales increases were partially offset by declining volume for
naval and marine systems programs.

Electronics first quarter 2008 operating income rose 9 percent, and as a
percent of sales, increased to 13.4 percent from 12.6 percent. Operating
income primarily reflects improved program performance, higher volume, and
higher royalty income than in the prior year period.



    Shipbuilding
                                        First Quarter ($ millions)
                                    2008                         2007
                                 Operating    % of            Operating   % of
                           Sales   income     Sales   Sales     income   Sales
                          $1,264   ($218)       NM    $1,156      $79    6.8 %


Shipbuilding first quarter 2008 sales increased 9 percent from the prior
year period primarily due to higher volume in surface combatants and fleet
support. Higher surface combatant volume includes production ramp-up for the
DDG 107 and the DDG 110. The increase in fleet support reflects revenue from
the July 2007 reorganization of AMSEC. Shipbuilding revenue in the 2008 first
quarter was reduced by $134 million due to the revision of the LHD-8
contract’s estimate to complete (EAC).

Shipbuilding recorded a $218 million operating loss in the first quarter
of 2008 compared with income of $79 million in the first quarter of 2007.
During the quarter the company recorded a $326 million charge that reduced
Shipbuilding income by the following:

— $272 million — LHD-8 EAC adjustment for the additional time and materials needed to complete ship rework and the six-month delivery extension from the fourth quarter of 2008 to the second quarter of 2009.

— $35 million — EAC adjustments for other Gulf Coast programs to reflect resource impacts caused by delay in the LHD-8 delivery, as well as risk adjustments based on recently concluded EAC evaluations.

— $19 million — non-cash write-down of purchased intangibles to reflect the impairment of purchased intangibles resulting from the EAC adjustments described above.

First Quarter Highlights

— The U.S. Air Force selected Northrop Grumman to provide the KC-45 aerial refueling tanker for the KC-135 tanker replacement program. The initial contract provides four System Design and Development aircraft and is valued at $1.5 billion. The contract has a potential value of $35 billion. The unsuccessful bidder has filed an appeal of this award with the U.S. Government Accountability Office.

— The U.S. Navy awarded Northrop Grumman a $1.4 billion cost plus incentive fee contract by the U.S. Navy for the construction of a Zumwalt-class destroyer, DDG 1001, as well as major components for the DDG 1000.

— The U.S. Navy awarded Northrop Grumman a planning contract option for the refueling and complex overhaul of the nuclear-powered aircraft carrier USS Theodore Roosevelt (CVN 71). This option is valued at $186.4 million and continues work awarded in 2006. The total estimated value of the contract is $558 million.

— The U.S. Air Force awarded Northrop Grumman the Weather Agency Systems Engineering, Management and Sustainment II contract to increase effectiveness, reliability, and performance, while reducing total cost of ownership for a variety of classified and unclassified Air Force weather systems. The $239 million cost plus award fee contract includes a one-year base and four option years.

— A large European postal customer awarded Solystic, a French subsidiary of Northrop Grumman, a $100 million firm fixed price contract to provide compact sequence sorters. The contract is for an initial order of 400 letter sequencing machines with options for an additional 400 machines.

— MBDA Italia selected Northrop Grumman to provide the navigation and localization systems within the design and development phase for NATO’s Medium Extended Air Defense System (MEADS) program intended to replace Hawk and Patriot systems worldwide.

— Northrop Grumman delivered the fourth submarine of the Virginia class, North Carolina (SSN 777), to the Navy on Feb. 21.

— The Northrop Grumman-built National Security Cutter Bertholf (WMSL 750) successfully completed builder’s trials in the Gulf of Mexico.

— Northrop Grumman delivered the payload module for the second Advanced Extremely High Frequency military communications satellite ahead of schedule to Lockheed Martin, prime contractor for the program.

— The Northrop Grumman-built amphibious transport dock ship New York (LPD 21) was christened in New Orleans on Feb. 29. The ship is unique in that its bow stem contains seven-and-a-half tons of steel recovered from the World Trade Center following the terrorist attacks of Sept. 11, 2001.

— The Northrop Grumman-built guided missile destroyer Dewey (DDG 105) was christened in Pascagoula, Mississippi, on Jan. 26.

— Northrop Grumman celebrated the 10th anniversary of the first flight of the RQ-4 Global Hawk unmanned aerial system after delivering a record five production aircraft to the U.S. Air Force in 2007. In addition, the Global Hawk set an endurance record for a full-scale, operational unmanned aircraft on March 22, 2008, when it completed a flight of 33.1 hours at altitudes up to 60,000 feet over Edwards Air Force Base, Calif.

— Northrop Grumman and the University of Illinois at Urbana-Champaign announced the creation of the first fully-functional, all-carbon nanotube transistor radio, demonstrating that carbon nanotubes can be used as high-speed transistors, while consuming only one-thousandth the power required by current transistor technology.

— Northrop Grumman announced the sale of its Electro-Optical Systems business for $175 million in cash to L-3 Communications. The transaction was completed on April 21, 2008.

— The Northrop Grumman board of directors declared a quarterly dividend of $0.37 per share on Northrop Grumman common stock.

— Northrop Grumman realigned its two shipbuilding sectors, Newport News and Ship Systems, into Northrop Grumman Shipbuilding. It also realigned the reporting of portions of its missiles business from Mission Systems to Space Technology, effective July 1, 2008.

About Northrop Grumman

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

Northrop Grumman will webcast its earnings conference call at noon EDT on
April 24, 2008. A live audio broadcast of the conference call along with a
supplemental presentation will be available on the investor relations page of
the company’s Web site at http://www.northropgrumman.com.

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

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

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

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LEARN MORE ABOUT US: Northrop Grumman news releases, product information,
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                         NORTHROP GRUMMAN CORPORATION               SCHEDULE 1
                 CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                 (unaudited)

                                                            Three months ended
                                                                 March 31
    $ in millions, except per share                           2008      2007
    Sales and Service Revenues
      Product sales                                          $4,394    $4,140
      Service revenues                                        3,330     3,174
    Total sales and service revenues                          7,724     7,314
    Cost of Sales and Service Revenues
      Cost of product sales                                   3,729     3,168
      Cost of service revenues                                2,793     2,749
    General and administrative expenses                         738       707
    Operating income                                            464       690
    Other Income (Expense)
      Interest income                                             7         7
      Interest expense                                          (77)      (89)
      Other, net                                                 15        (8)
    Earnings from continuing operations before income taxes     409       600
    Federal and foreign income taxes                            146       206
    Earnings from continuing operations                         263       394
    Income (Loss) from discontinued operations, net of tax        1        (7)
    Net earnings                                               $264      $387
    Basic Earnings (Loss) Per Share
      Continuing operations                                    $.78     $1.14
      Discontinued operations                                            (.02)
    Basic earnings per share                                   $.78     $1.12
    Weighted-average common shares outstanding, in millions   338.8     345.3
    Diluted Earnings (Loss) Per Share
      Continuing operations                                    $.76     $1.12
      Discontinued operations                                            (.02)
    Diluted earnings per share                                 $.76     $1.10
    Weighted-average diluted shares outstanding, in millions  349.3     358.3



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

                                                        March 31, December 31,
    $ in millions                                          2008       2007
    Assets:
    Cash and cash equivalents                              $429        $963
    Accounts receivable, net of progress payments         4,358       3,790
    Inventoried costs, net of progress payments           1,132       1,000
    Deferred income taxes                                   529         542
    Prepaid expenses and other current assets               501         502
    Total current assets                                  6,949       6,797
    Property, plant, and equipment, net of
     accumulated depreciation of $3,552 in 2008
     and $3,424 in 2007                                   4,645       4,690
    Goodwill                                             17,620      17,672
    Other purchased intangibles, net of accumulated
     amortization of $1,711 in 2008 and $1,687 in 2007    1,020       1,074
    Pension and postretirement benefits asset             2,103       2,080
    Other assets                                          1,038       1,060
    Total assets                                        $33,375     $33,373

    Liabilities:
    Notes payable to banks                                  $59         $26
    Current portion of long-term debt                       110         111
    Trade accounts payable                                1,806       1,890
    Accrued employees' compensation                       1,248       1,175
    Advance payments and billings in excess of costs
     incurred                                             1,834       1,563
    Other current liabilities                             1,680       1,667
    Total current liabilities                             6,737       6,432
    Long-term debt, net of current portion                3,928       3,918
    Mandatorily redeemable preferred stock                   46         350
    Pension and postretirement benefits liability         3,059       3,008
    Other long-term liabilities                           2,004       1,978
    Total liabilities                                    15,774      15,686

    Shareholders' Equity:
    Common stock, $1 par value; 800,000,000 shares
     authorized; issued and outstanding:
     2008 -- 339,155,655; 2007 -- 337,834,561               339         338
    Paid-in capital                                      10,438      10,661
    Retained earnings                                     7,518       7,387
    Accumulated other comprehensive loss                   (694)       (699)
    Total shareholders' equity                           17,601      17,687
    Total liabilities and shareholders' equity          $33,375     $33,373



                          NORTHROP GRUMMAN CORPORATION              SCHEDULE 3
           CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION
                                 (unaudited)

                                                            Three months ended
                                                                 March 31
    $ in millions                                             2008      2007
    Operating Activities
      Sources of Cash - Continuing Operations
        Cash received from customers
          Progress payments                                  $1,608    $1,532
          Collections on billings                             5,950     5,745
        Income tax refunds received                               2         1
        Interest received                                         7         7
        Proceeds from insurance carriers related to operations    5
        Other cash receipts                                      28        15
        Total sources of cash-continuing operations           7,600     7,300
      Uses of Cash - Continuing Operations
        Cash paid to suppliers and employees                 (7,189)   (6,676)
        Interest paid                                          (113)     (127)
        Income taxes paid                                       (54)      (22)
        Excess tax benefits from stock-based compensation       (44)      (52)
        Other cash payments                                      (3)       (9)
        Total uses of cash-continuing operations             (7,403)   (6,886)
        Cash provided by continuing operations                  197       414
        Cash used in discontinued operations                     (3)      (14)
      Net cash provided by operating activities                 194       400
    Investing Activities
      Payment for businesses purchased, net of cash acquired             (578)
      Additions to property, plant, and equipment              (143)     (158)
      Payments for outsourcing contract and related
       software costs                                           (35)      (30)
      Proceeds from insurance carriers related to capital
       expenditures                                                         3
      Proceeds from disposals of property, plant and equipment    3
      Decrease in restricted cash                                26        15
      Other investing activities, net                             1         1
      Net cash used in investing activities                    (148)     (747)
    Financing Activities
      Net borrowings under lines of credit                       33       230
      Principal payments of long-term debt                                (23)
      Proceeds from exercises of stock options and issuance
       of common stock                                           69       156
      Dividends paid                                           (126)     (121)
      Excess tax benefits from stock-based compensation          44        52
      Common stock repurchases                                 (600)     (600)
      Net cash used in financing activities                    (580)     (306)
    Decrease in cash and cash equivalents                      (534)     (653)
    Cash and cash equivalents, beginning of period              963     1,015
    Cash and cash equivalents, end of period                   $429      $362



                          NORTHROP GRUMMAN CORPORATION              SCHEDULE 4
           CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION
                                 (unaudited)

                                                            Three months ended
                                                                  March 31
    $ in millions                                              2008      2007
    Reconciliation of Net Earnings to Net Cash Provided by
     Operating Activities
    Net Earnings                                               $264      $387
    Adjustments to reconcile to net cash provided by
     operating activities
        Depreciation                                            136       135
        Amortization of assets                                   62        34
        Stock-based compensation                                 44        38
        Excess tax benefits from stock-based compensation       (44)      (52)
        Loss on disposals of property, plant, and equipment       1
        Amortization of long-term debt premium                   (3)       (3)
        Decrease (increase) in
          Accounts receivable                                (2,080)   (1,436)
          Inventoried costs                                    (266)      (89)
          Prepaid expenses and other current assets             (15)       18
        Increase (decrease) in
          Progress payments                                   1,642     1,390
          Accounts payable and accruals                         254      (264)
          Deferred income taxes                                  26        (4)
          Income taxes payable                                  112       177
          Retiree benefits                                       31        47
        Other non-cash transactions, net                         33        36
    Cash provided by continuing operations                      197       414
    Cash used in discontinued operations                         (3)      (14)
    Net cash provided by operating activities                  $194      $400

    Non-Cash Investing and Financing Activities
    Purchase of business
        Fair value of assets acquired, including goodwill                $682
          Cash paid for businesses purchased                             (578)
    Liabilities assumed                                                  $104
    Mandatorily redeemable preferred stock converted
     into common stock                                         $304
    Capital Leases                                                        $21



                         NORTHROP GRUMMAN CORPORATION               SCHEDULE 5
                      TOTAL BACKLOG AND CONTRACT AWARDS
                               ($ in millions)
                                 (unaudited)

                                                  TOTAL BACKLOG(3)
                                                    March 31, 2008
                                                                    TOTAL
                                           FUNDED(1)  UNFUNDED(2)  BACKLOG
    Information & Services
      Mission Systems                       $3,847      $8,751     $12,598
      Information Technology                 2,606       2,024       4,630
      Technical Services                     1,655       2,898       4,553
    Total Information & Services             8,108      13,673      21,781

    Aerospace
      Integrated Systems                     5,342       6,603      11,945
      Space Technology                       1,173       8,066       9,239
    Total Aerospace                          6,515      14,669      21,184

    Electronics                              8,518       2,200      10,718
    Shipbuilding                            12,075       2,252      14,327

    Total                                  $35,216     $32,794     $68,010


                                                    March 31, 2007
                                                                    TOTAL
                                           FUNDED(1)  UNFUNDED(2)  BACKLOG
    Information & Services
      Mission Systems                       $3,674      $8,402     $12,076
      Information Technology                 2,609       1,673       4,282
      Technical Services                     1,317       3,667       4,984
    Total Information & Services             7,600      13,742      21,342

    Aerospace
      Integrated Systems                     4,749       4,100       8,849
      Space Technology                       1,663       6,689       8,352
    Total Aerospace                          6,412      10,789      17,201

    Electronics                              7,123       1,463       8,586
    Shipbuilding                            10,674       2,122      12,796

    Total                                  $31,809     $28,116     $59,925


                                                  December 31, 2007
                                                                    TOTAL
                                           FUNDED(1)  UNFUNDED(2)  BACKLOG
    Information & Services
      Mission Systems                       $3,399      $8,985     $12,384
      Information Technology                 2,581       2,268       4,849
      Technical Services                     1,471       3,193       4,664
    Total Information & Services             7,451      14,446      21,897

    Aerospace
      Integrated Systems                     4,204       4,525       8,729
      Space Technology                       1,260       8,266       9,526
    Total Aerospace                          5,464      12,791      18,255

    Electronics                              7,887       2,047       9,934
    Shipbuilding                            10,348       3,230      13,578

    Total                                  $31,150     $32,514     $63,664

    (1) Funded backlog represents unfilled orders for which funding has been
        contractually obligated by the customer.
    (2) Unfunded backlog represents firm orders for which funding is not
        currently contractually obligated by the customer.
        Unfunded backlog excludes unexercised contract options and unfunded
        Indefinite Delivery Indefinite Quantity contract awards.
    (3) Certain prior period amounts have been reclassified to conform to the
        2008 presentation.

CONTRACT AWARDS

The estimated value of contract awards included in backlog during the
three months ended March 31, 2008, is approximately $12.1 billion. Significant
new awards during this period include $1.5 billion for the Air Mobility tanker
program, $1.4 billion for the Zumwalt-class destroyer, $596 million for the
CVN 78 bridge contract, $208 million for the VIS IDIQ program, $195 million
for the LAIRCM IDIQ program, and $183 million for the ICBM program. In
addition, the company was awarded approximately $2.6 billion for restricted
programs during this period.

On February 29, 2008, the company was awarded a contract by the
U.S. Air Force to replace its aerial refueling tanker fleet. Included in
backlog is approximately $1.5 billion for this contract to provide four System
Design and Development aircraft of which $61 million has been funded. The
other bidder for the contract subsequently protested the decision by the
U.S. Air Force to award the contract to the company. The U.S. Air Force
issued a stop work order to the company pending the resolution of this matter.
The Government Accountability Office is currently reviewing the protest and is
expected to reach its decision in June 2008.

The estimated value of contract awards during the three months ended
March 31, 2007, is approximately $7.3 billion. Significant new awards during
this period include $1 billion for LPD 25, $875 million for the Flat
Sequencing System program, $235 million for the Intercontinental Ballistic
Missile program, $133 million for the Euro Hawk program, and $118 million for
the Large Aircraft Infrared Counter-measures Indefinite Delivery and
Indefinite Quantity program. In addition, the company was awarded
approximately $688 million for restricted programs during this period.



                         Northrop Grumman Corporation               Schedule 6
                          Summary Operating Results
                   Discontinued Operations Reclassification
                               ($ in millions)
                                 (unaudited)

                               2006                    2007
                                            Three Months Ended         Total
                              Dec 31  Mar 31  Jun 30  Sep 30  Dec 31    Year
    Sales and Service
     Revenues
      As reported            $30,113  $7,340  $7,926  $7,928  $8,824  $32,018
      Electro-Optical
       Systems(1)               (122)    (26)    (48)    (57)    (59)    (190)
      Restated sales and
       service revenues      $29,991  $7,314  $7,878  $7,871  $8,765  $31,828


    Segment Operating
     Margin (2)
      As reported             $2,807    $687    $789    $817    $810   $3,103
      Electro-Optical
       Systems(1)                 30       5       9      (1)     (1)      12
      Restated segment
       operating margin       $2,837    $692    $798    $816    $809   $3,115


    Income From Continuing
     Operations, Net of Tax
      As reported             $1,573    $390    $466    $490    $457   $1,803
      Electro-Optical
       Systems, net of tax (1)    19       3       6      (2)      -        7
      Restated income from
       continuing operations,
       net of tax             $1,592    $393    $472    $488    $457   $1,810
        Preferred Dividends       24       6       6       6       6       24
        Income available to
         common shareholders
         from continuing
         operations           $1,616    $399    $478    $494    $463   $1,834

    Diluted Earnings Per Share
     from Continuing Operations
      As reported              $4.46   $1.11   $1.33   $1.41   $1.31    $5.16
      Electro-Optical
       Systems, net of tax (1)   .05     .01     .02    (.01)             .02
      Restated diluted earnings
       per share from
       continuing operations   $4.51   $1.12   $1.35   $1.40   $1.31    $5.18

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

    (1) The adjustment reflects the reclassification of the operating results
        of the Electro-Optical business area formerly reported in the
        Electronics segment. The definitive sale agreement was signed
        March 2008, and the company reclassified the first quarter of 2008 and
        all prior financial information to reflect the business as
        discontinued operations.
    (2) Non-GAAP measure. Management uses segment operating margin as an
        internal measure of financial performance for the individual business
        segments.

SpaceRef staff editor.