Northrop Grumman 2012 Annual Report Download

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2012
Annual Report
Annual Report

Table of contents

  • Page 1
    2012 Annual Report

  • Page 2
    ... Capital Resources," in the Form 10-K included in these materials. Adjusted free cash flow is free cash flow as defined and reconciled above before the after-tax impact of discretionary pension contributions of $193 million, $648 million, and $539 million for years 2012, 2011 and 2010, respectively...

  • Page 3
    ... the highest levels of ethics and integrity. The employees of Northrop Grumman remain committed to creating shareholder value during these uncertain times, and we are focusing our full attention on driving performance, effectively generating and deploying cash and optimizing our business portfolio...

  • Page 4
    OUR BUSINESS SECTORS Northrop Grumman offers an extraordinary portfolio of capabilities and technologies that enable us to deliver innovative systems and solutions for applications that range from undersea to outer space and into cyberspace. Our core competencies are aligned with the current and ...

  • Page 5
    ... management and operations; U.S. Army Mission Command Training Program; Hunter unmanned aerial system life cycle support; Intercontinental Ballistic Missile Program and the U.S. Army's National Training Center combat and tactical wheel vehicle fleet management. NORTHROP GRUMMAN 2012 ANNUAL REPORT...

  • Page 6
    ... Corporate Vice President, Government Relations MICHAEL A. HARDESTY Corporate Vice President, Controller and Chief Accounting Officer JAMES F. PALMER Corporate Vice President and Chief Financial Officer MARK A. CAYLOR Corporate Vice President and President, Enterprise Shared Services CHRISTOPHER...

  • Page 7
    ... Fairview Park Drive, Falls Church, Virginia 22042 (703) 280-2900 (Address and telephone number of principal executive offices) Securities registered pursuant to section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $1 par value New York Stock Exchange...

  • Page 8
    ... STATEMENTS OF FINANCIAL POSITION CONSOLIDATED STATEMENTS OF CASH FLOWS CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2. EARNINGS PER SHARE, SHARE REPURCHASES, DIVIDENDS ON COMMON SHARES 3. BUSINESS...

  • Page 9
    ... and Procedures Item 9B. Other Information MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING PART III Directors, Executive Officers, and Corporate Governance Executive Compensation...

  • Page 10
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 11
    ...: Aerospace Systems, Electronic Systems, Information Systems and Technical Services. We participate in many high-priority defense and government services programs in the United States (U.S.) and abroad. We offer a broad portfolio of capabilities and technologies that enable us to deliver innovative...

  • Page 12
    ... new programs that other Aerospace Systems business areas can execute. Key programs include the Navy Unmanned Combat Air System (N-UCAS), restricted programs, and directed energy and advanced concepts programs for air, land and space applications. ELECTRONIC SYSTEMS Electronic Systems, headquartered...

  • Page 13
    ... programs. Cybersecurity offerings span intelligence, defense, federal civilian, state and international customers, providing specialized information systems and services in support of critical government missions. Applications are predominantly for high end intelligence and defense missions...

  • Page 14
    ... (which includes foreign military sales - a method to sell U.S. defense equipment and services to foreign governments through the DoD) accounted for 90 percent or more of total revenues in each of the years ended December 31, 2012, 2011 and 2010. No single product or service accounted for more than...

  • Page 15
    ... such restricted programs under accounting principles generally accepted in the United States of America (GAAP). Contracts We generate the majority of our business from long-term contracts with the U.S. Government for development, production, and support activities. Due to the long-term nature of...

  • Page 16
    ...revenues for the year ended December 31, 2012, recognized by contract type and customer: U.S. Government $13,732 8,976 $22,708 Other Customers $ 283 2,227 $2,510 Percent of Total 56% 44% 100% ($ in millions) Cost-type contracts Fixed-price contracts Total sales Total $14,015 11,203 $25,218 Profit...

  • Page 17
    ... INFORMATION Our principal executive offices are located at 2980 Fairview Park Drive, Falls Church, Virginia 22042. Our telephone number is (703) 280-2900 and our home page on the Internet is www.northropgrumman.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports...

  • Page 18
    ... resulting in no new contract or program starts for that year. The Congressional budget process has been marked by significant debate within the government regarding FY 2013 defense spending. Budget decisions made in this environment will likely have long-term consequences for our company and the...

  • Page 19
    ... effect on our financial position, results of operations or cash flows. Changes to business practices for U.S. Government contractors could have a significant adverse effect on current programs, potential new awards and the processes by which procurements are awarded and managed. Our industry has...

  • Page 20
    ...in revenues and market share, which would negatively impact our financial position, results of operations, or cash flows. We also are seeing an increasing number of bid protests from unsuccessful bidders on new program awards. Bid protests could result in significant expense to the company, contract...

  • Page 21
    ...contracts for development programs with complex design and technical challenges. These cost type programs typically have award or incentive fees that are subject to uncertainty and may be earned over extended periods. In these cases, the associated financial risks are primarily in lower profit rates...

  • Page 22
    ... issues and could cause our revenues, profits and cash flows to be substantially lower than our current projections. In addition, market-based inputs to the calculations in the impairment test, such as weighted average cost of capital and terminal value (based on market comparisons) could also be...

  • Page 23
    ... affect our financial position, results of operations, or cash flows. Our reputation and our ability to do business may be impacted by the improper conduct of employees, agents or business partners. We have implemented extensive policies, procedures, training and other compliance controls to prevent...

  • Page 24
    ...operate under information security policies and procedures for managing these systems, we generally face similar cybersecurity threats for these systems as for our own. Unforeseen environmental costs could have a material adverse effect on our financial position, results of operations, or cash flows...

  • Page 25
    ... us, could have a material adverse effect on our financial position, results of operations or cash flows. Any investigation, claim, or litigation, even if fully indemnified or insured, could negatively impact our reputation among our customers and the public, and make it more difficult for us to...

  • Page 26
    ... current and retired employee population is covered by pension and other post-retirement benefit plans, the costs of which are dependent upon our various assumptions, including estimates of rates of return on benefit related assets, discount rates for future payment obligations, rates of future cost...

  • Page 27
    ...or not it is within our control. The U.S. Government and prime contractors provide certain indemnity protection under certain of our contracts pursuant to, or in connection with, Public Law 85-804 and the Price-Anderson Nuclear Industries Indemnity Act for certain nuclear-related risks. If there was...

  • Page 28
    ...and leased facilities, and had vacant floor space of approximately 357,000 square feet. At December 31, 2012, we had major operations at the following locations: AEROSPACE SYSTEMS Carson, El Segundo, Manhattan Beach, Mojave, Palmdale, Redondo Beach, and San Diego, CA; Melbourne and St. Augustine, FL...

  • Page 29
    ...; Clearfield, UT; and Herndon, VA. CORPORATE Falls Church and Lebanon, VA; and Irving, TX. The following is a summary of our floor space at December 31, 2012: Square feet (in thousands) Aerospace Systems Electronic Systems Information Systems Technical Services Corporate Total Owned 6,380 8,222 657...

  • Page 30
    ... Related Stockholder Matters and Issuer Purchases of Equity Securities (a) Market Information Our common stock is listed on the New York Stock Exchange and trades under symbol NOC. The following table sets forth, for the periods indicated, the high and low sale prices of our common stock as reported...

  • Page 31
    NORTHROP GRUMMAN CORPORATION (d) Stock Performance Graph Comparison of Cumulative Five Year Total Return Among Northrop Grumman Corporation, the S&P 500 Index, and the S&P Aerospace & Defense Index $120 $100 $80 $60 $40 2007 2008 2009 2010 2011 2012 Northrop Grumman Corporation S&P 500 ...

  • Page 32
    NORTHROP GRUMMAN CORPORATION (e) Purchases of Equity Securities by the Issuer and Affiliated Purchasers. The table below summarizes our repurchases of common stock during the three months ended December 31, 2012: Numbers of Shares Purchased as Part of Publicly Announced Plans or Programs 824,990 2,...

  • Page 33
    ...long-term obligations and preferred stock(1) Financial Metrics Cash provided by continuing operations Free cash flow from continuing operations(2) Other Information Company-sponsored research and development expenses Total backlog Square footage at year-end (in thousands) Number of employees at year...

  • Page 34
    .... We expect significant new competitive opportunities to include long range strike, missile defense, command and control, network communications, enhanced situational awareness, satellite systems, restricted programs, cybersecurity, technical services and information technology contracts, as well as...

  • Page 35
    ...contract revenue and cost estimates to reflect the latest reliable information available. Our business and program management organizations are comprised of skilled professional managers whose objective is to satisfy the customer's expectations, deliver high quality products and services, and manage...

  • Page 36
    NORTHROP GRUMMAN CORPORATION Consolidated operating results for the year ended December 31, 2012, reflect our customer's overall lower spending levels, lower sales due to our portfolio shaping actions and our focus on working capital. Our margin rates and cash provided by operating activities ...

  • Page 37
    ... at Electronic Systems, Information Systems and Technical Services. General and administrative expenses as a percentage of total sales increased to 9.7 percent in 2012, from 8.9 percent in 2011; the increase includes the impact of lower sales, higher indirect costs related to compensation accruals...

  • Page 38
    NORTHROP GRUMMAN CORPORATION The table below shows the variances in segment operating income from the respective prior years: Variance from Prior Year 2012 2011 $ 1 0% $ 4 117 11% 47 (5) (1%) 10 8 - 3% 0% 11 (27) $ in millions Aerospace Systems Electronic Systems Information Systems Technical ...

  • Page 39
    ... F/A-18 program's lower volume and transition from the multi-year 2 contract to the lower margin multi-year 3 contract, principally offset by performance improvements in space systems and higher margin rates and volume on sales of unmanned systems. 2011 - Aerospace Systems sales for 2011 decreased...

  • Page 40
    ... support program, as well as higher volume on the Air and Space Operations Center, Enterprise System Development, and Ground Combat Vehicle programs. Further reducing sales was lower volume on restricted programs, as well as the sale of the County of San Diego IT outsourcing contract and the sale...

  • Page 41
    ...Information Technologies Agency Outsource contract and the effect of the sale of the County of San Diego contract, partially offset by the lower sales volume in defense programs described above. TECHNICAL SERVICES $ in millions Sales Operating income Operating margin rate Year Ended December 31 2012...

  • Page 42
    ...basis points for the year ended December 31, 2011, compared to 2010. The decrease reflects performance improvements in various programs at Information Systems and Technical Services, the effect of the sale of the County of San Diego contract at Information Systems, and the change in participation in...

  • Page 43
    ... in space and military aircraft programs, partially offset by sales increases in advanced concepts and technology. Service Sales and Service Costs 2012 - Service sales in 2012 decreased $415 million, compared to 2011, primarily due to lower service sales at Information Systems across a number of...

  • Page 44
    ... operations: $ in millions Net earnings Net earnings from discontinued operations Charge on debt redemption Non-cash items(1) Retiree benefit funding in excess of expense Trade working capital change Cash provided by continuing operations Year Ended December 31 2012 2011 2010 $1,978 $2,118 $2,053...

  • Page 45
    ... as the public or private capital markets, the sale of assets, sale and leaseback of operating assets, and leasing rather than purchasing new assets. We have an effective shelf registration statement on file with the SEC, which allows us to access capital in a timely manner. Financial Arrangements...

  • Page 46
    ... financial statements in Part II, Item 8. CRITICAL ACCOUNTING POLICIES, ESTIMATES, AND JUDGMENTS Revenue Recognition Overview - We derive the majority of our business from long-term contracts for development, production and support activities for the U.S. Government. These contracts are accounted...

  • Page 47
    ... process involving several functional organizations and numerous personnel who are skilled at managing contract activities. Changes in estimates are frequent; the company performs on a broad portfolio of long-term contracts, many of which include complex and customized aerospace and electronic...

  • Page 48
    ... discussed above. Retirement Benefits Overview - For financial statement purposes, we account for our employee pension and other post-retirement plans in accordance with GAAP under FAS. We charge the costs of these plans to our contracts with customers in accordance with the FAR and the related CAS...

  • Page 49
    ... in the cost of health care benefits based on external estimates of health care inflation, changes in health care utilization or delivery patterns, technological advances, and changes in the health status of the plan participants. For the years ended December 31, 2012 and December 31, 2011, we used...

  • Page 50
    ... and credit facility to fund a $1.4 billion cash contribution to us. Sales for Shipbuilding for the three months ended March 31, 2011, were $1.6 billion and sales for the year ended December 31, 2010, were $6.7 billion. The assets, liabilities and operating results of this business unit are reported...

  • Page 51
    NORTHROP GRUMMAN CORPORATION Item 7A. Quantitative and Qualitative Disclosures about Market Risk Market Risk -We are exposed to market risk with respect to our portfolio of trading and available-for-sale marketable securities with a fair value of $262 million at December 31, 2012. Interest Rate Risk...

  • Page 52
    ... PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Northrop Grumman Corporation Falls Church, Virginia We have audited the accompanying consolidated statements of financial position of Northrop Grumman Corporation and subsidiaries (the "Company") as of December 31, 2012 and 2011...

  • Page 53
    NORTHROP GRUMMAN CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME Year Ended December 31 2012 2011 2010 $13,838 11,380 25,218 10,415 9,223 2,450 3,130 (212) - 47 2,965 987 1,978 - $ 1,978 $15,073 11,339 26,412 11,491 9,...

  • Page 54
    ... accounts payable Accrued employee compensation Advance payments and billings in excess of costs incurred Other current liabilities Total current liabilities Long-term debt, net of current portion of $5 in 2012 and 2011 Pension and post-retirement plan liabilities Other non-current liabilities Total...

  • Page 55
    ... of cash-continuing operations Cash paid to suppliers and employees Pension contributions Interest paid, net of interest received Income taxes paid, net of refunds received Excess tax benefits from stock-based compensation Other cash payments Total uses of cash-continuing operations Cash provided...

  • Page 56
    NORTHROP GRUMMAN CORPORATION Year Ended December 31 2012 2011 2010 $ in millions Reconciliation of net earnings to net cash provided by operating activities Net earnings Net earnings from discontinued operations Adjustments to reconcile to net cash provided by operating activities: Depreciation ...

  • Page 57
    ... stock repurchased Shares issued for stock awards and options End of year Paid-in capital Beginning of year Common stock repurchased Stock compensation and option exercises Spin-off of shipbuilding business End of year Retained earnings Beginning of year Net earnings Dividends declared End of year...

  • Page 58
    ... and modernization to government and commercial customers worldwide through four sectors: Aerospace Systems, Electronic Systems, Information Systems and Technical Services. We participate in many high-priority defense and government services programs in the United States (U.S.) and abroad as...

  • Page 59
    ... process involving several functional organizations and numerous personnel who are skilled at managing contract activities. Changes in estimates are frequent; the company performs on a broad portfolio of long-term contracts, many of which include complex and customized aerospace and electronic...

  • Page 60
    ...financial reporting purposes than for income tax purposes. The company recognizes federal interest accrued related to unrecognized tax benefits in income tax expense. In accordance with industry practice and the regulations that govern the cost accounting requirements for government contracts, state...

  • Page 61
    ...in excess of inventoried costs and unbilled accounts receivable amounts on a contract by contract basis are recorded as advance payments and billings in excess of costs incurred in the consolidated statements of financial position. Inventoried costs primarily relate to work in process under units-of...

  • Page 62
    ... annual income or expense of the company's pension and other post-retirement benefit plans are determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate, the expected long-term rate of asset return, and the health care medical cost...

  • Page 63
    ... Earnings Per Share Diluted earnings per share includes the dilutive effect of awards granted to employees under stock-based compensation plans. The dilutive effect of these securities totaled 4.8 million, 4.8 million, and 4.2 million shares for the years ended December 31, 2012, 2011, and 2010...

  • Page 64
    ...off, including employee benefits, intellectual property, information technology, insurance, and tax-related assets and liabilities. In connection with the spin-off, the company incurred $28 million of non-deductible transaction costs for each of the years ended December 31, 2011 and 2010, which were...

  • Page 65
    ... the years ended December 31, 2011 and 2010, respectively, were transferred from Aerospace Systems to Technical Services. U.S. Government Sales Revenue from the U.S. Government (which includes Foreign Military Sales) includes revenue from contracts for which Northrop Grumman is the prime contractor...

  • Page 66
    ... Aerospace Systems Electronic Systems Information Systems Technical Services Intersegment eliminations Total segment operating income Reconciliation to operating income: Unallocated corporate expenses Net FAS/CAS pension adjustment Other Total operating income Year Ended December 31 2012 2011 2010...

  • Page 67
    ... sales and operating income Aerospace Systems Electronic Systems Information Systems Technical Services Total Other Financial Information $ in millions Assets Aerospace Systems Electronic Systems Information Systems Technical Services Segment assets Corporate Total assets December 31 2012 2011...

  • Page 68
    ... of contracts in process General and administrative expenses Progress payments received Product inventory Total inventoried costs, net 7. INCOME TAXES December 31 2012 2011 $1,593 $1,629 262 221 1,855 1,850 (1,167) (1,100) 688 750 110 123 $ 798 $ 873 The company's effective tax rate on earnings...

  • Page 69
    ...-current liabilities in the consolidated statements of financial position. If the income tax benefits from these tax positions are ultimately realized, $128 million of federal and foreign benefits would affect the company's effective tax rate. During the years ended December 31, 2012, 2011, and 2010...

  • Page 70
    ... that gave rise to year-end deferred federal, state and foreign tax balances, as presented in the consolidated statements of financial position, are as follows: $ in millions Deferred Tax Assets Retirement benefits Provisions for accrued liabilities Stock-based compensation Other Gross deferred tax...

  • Page 71
    NORTHROP GRUMMAN CORPORATION The changes in the carrying amounts of goodwill for the years ended December 31, 2012 and 2011, were as follows: $ in millions Balance as of December 31, 2010 Businesses sold Balance as of December 31, 2011 Businesses acquired, sold and other Balance as of December 31, ...

  • Page 72
    ... and the company's credit ratings, and contain a financial covenant relating to a maximum debt to capitalization ratio, and certain restrictions on additional asset liens. There were no borrowings under the credit facilities in the years ended December 31, 2012, and 2011, and no balances outstanding...

  • Page 73
    NORTHROP GRUMMAN CORPORATION Long-term debt consists of the following: $ in millions Fixed-rate notes and debentures, maturing in 2014 2015 2016 2018 2019 2021 2026 2031 2040 Capital leases Other Total long-term debt Less current portion Long-term debt, net of current portion December 31 2012 2011 ...

  • Page 74
    ... of action. On May 4, 2012, the company commenced an action, Northrop Grumman Systems Corp. v. United States, in the U.S. Court of Federal Claims. This lawsuit relates to an approximately $875 million firm fixed price contract awarded to the company in 2007 by the U.S. Postal Service (USPS) for the...

  • Page 75
    ... defined contribution benefit, certain employees hired after June 30, 2008, are eligible to participate in a defined contribution program in lieu of a defined benefit pension plan. The company's contributions to these defined contribution plans for the years ended December 31, 2012, 2011, and 2010...

  • Page 76
    ... of the costs for certain health care and life insurance benefits for a substantial number of its active and retired employees. Certain covered employees achieve eligibility to participate in these contributory plans upon retirement from active service if they meet specified age and years of service...

  • Page 77
    NORTHROP GRUMMAN CORPORATION The table below summarizes the components of changes in unamortized benefit plan costs for the years ended December 31, 2012, 2011, and 2010: $ in millions Changes in unamortized benefit plan costs Change in net actuarial loss Amortization of: Prior service (cost) credit...

  • Page 78
    ...assets Employer contributions Plan participants' contributions Benefits paid Other Fair value of plan assets at end of year Funded status Amounts recognized in the Consolidated Statements of Financial Position Non-current assets Current liability Non-current liability Pension Benefits 2012 2011 $21...

  • Page 79
    ...rate) Year that the rate reaches the ultimate trend rate Assumptions used to determine benefit cost for the year ended December 31 Discount rate Expected long-term return on plan assets Rate of compensation increase Initial health care cost trend rate assumed for the next year Rate to which the cost...

  • Page 80
    ... income securities Cash and cash equivalents(1) U.S. Treasuries U.S. Government Agency Non-U.S. Government 401 Corporate debt Asset backed High yield debt Bank loans Alternative Investments Hedge funds Private equities Real estate Other Fair value of plan assets at the end of the year (1) 4,123 528...

  • Page 81
    ... price of units owned by the trusts at year-end. Fair value for real estate and private equity partnerships is primarily based on valuation methodologies that include third party appraisals, comparable transactions, discounted cash flow valuation models, and public market data. Non-government...

  • Page 82
    ... years ended December 31, 2012 and 2011, the company made voluntary pension contributions of $300 million and $1 billion, respectively. 14. STOCK COMPENSATION PLANS AND OTHER COMPENSATION ARRANGEMENTS Stock Compensation Plans At December 31, 2012, Northrop Grumman had stock-based compensation awards...

  • Page 83
    ... market price on the date of the grant and expires ten years from the date of grant. As of December 31, 2012, only three non-employee directors held unexercised options. Compensation Expense Stock-based compensation expense and the related tax benefits for the years ended December 31, 2012, 2011...

  • Page 84
    NORTHROP GRUMMAN CORPORATION Stock award activity for the years ended December 31, 2012, 2011, and 2010, is presented in the table below. Vested awards include stock awards fully vested during the year and net adjustments to reflect the final performance measure for issued shares. WeightedAverage ...

  • Page 85
    ... company repurchased 11.8 million shares of common stock for $649 million. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures DISCLOSURE CONTROLS AND PROCEDURES Our principal executive officer (Chairman, Chief Executive...

  • Page 86
    NORTHROP GRUMMAN CORPORATION executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING During the fourth quarter of 2012, no change occurred in the company's internal control ...

  • Page 87
    ... accounting firm of Deloitte & Touche LLP in accordance with the standards of the Public Company Accounting Oversight Board (United States). /s/ Wesley G. Bush Chairman, Chief Executive Officer and President /s/ James F. Palmer Corporate Vice President and Chief Financial Officer February 4, 2013...

  • Page 88
    ... REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Northrop Grumman Corporation Falls Church, Virginia We have audited the internal control over financial reporting of Northrop Grumman Corporation and subsidiaries (the "Company") as of December 31, 2012, based...

  • Page 89
    ... Chairman, Chief Executive Officer and President Corporate Vice President, Government Relations Corporate Vice President, Controller, and Chief Accounting Officer Corporate Vice President and President, Enterprise Shared Services Corporate Vice President and General Counsel Since 2010 Prior Business...

  • Page 90
    ... Business Experience (Last Five Years) Vice President and General Manager, Integrated Logistics and Modernization Division, Technical Services Sector (2010-2012); Director of Product Support (2004-2010) Corporate Vice President and President, Information Systems Sector (2009-2012); Corporate Vice...

  • Page 91
    ... and Related Transactions, and Director Independence will be incorporated herein by reference to the Proxy Statement for the 2013 Annual Meeting of Stockholders to be filed within 120 days after the end of the company's fiscal year. Item 14. Principal Accountant Fees and Services The information as...

  • Page 92
    ... Statement Schedules (a) 1. Report of Independent Registered Public Accounting Firm Financial Statements Consolidated Statements of Earnings and Comprehensive Income Consolidated Statements of Financial Position Consolidated Statements of Cash Flows Consolidated Statements of Changes in Shareholders...

  • Page 93
    ... year ended December 31, 2002, filed March 24, 2003) Third Supplemental Indenture dated as of March 30, 2011 by and among Northrop Grumman Systems Corporation (successor-in-interest to Litton Industries, Inc.), The Bank of New York Mellon (formerly known as The Bank of New York) as trustee, Titan II...

  • Page 94
    ... to Form 10K for the year ended December 31, 2009, filed February 9, 2010) Tenth Supplemental Indenture dated as of March 30, 2011, by and among Northrop Grumman Systems Corporation (successor-in-interest to Northrop Grumman Space & Mission Systems Corp. and TRW, Inc.), The Bank of New York Mellon...

  • Page 95
    ... for the quarter ended March 31, 2011, filed April 27, 2011) Fourth Supplemental Indenture dated as of March 30, 2011, by and among Titan Holdings II, L.P., The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, and Northrop Grumman Corporation (formerly known as New P., Inc.), to...

  • Page 96
    ... 23, 2009) Northrop Grumman Corporation Non-Employee Directors Equity Participation Plan (Amended and Restated January 1, 2008) (incorporated by reference to Exhibit 10(q) to Form 10-K for the year ended December 31, 2007, filed February 20, 2008) Northrop Grumman 2001 Long-Term Incentive Stock Plan...

  • Page 97
    ... to Exhibit 10(j)(ii) to Form 10-K for the year ended December 31, 2011, filed February 7, 2012) (ii) Northrop Grumman Corporation Equity Grant Program for Non-Employee Directors under the Northrop Grumman 2011 Long-Term Incentive Stock Plan, effective January 1, 2012 (incorporated by reference...

  • Page 98
    ... of Form 8-K filed February 17, 2012) Offering letter dated February 1, 2007 from Northrop Grumman Corporation to James F. Palmer relating to position of Corporate Vice President and Chief Financial Officer (incorporated by reference to Exhibit 10(3) to Form 10-Q for the quarter ended March 31, 2007...

  • Page 99
    ... Act of 2002 Northrop Grumman Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2012, formatted in XBRL (Extensible Business Reporting Language); (i) the Consolidated Statements of Earnings and Comprehensive Income, (ii) Consolidated Statements of Financial Position, (iii...

  • Page 100
    ...to a power of attorney Chairman, Chief Executive Officer and President (Principal Executive Officer), and Director Corporate Vice President and Chief Financial Officer (Principal Financial Officer) Corporate Vice President, Controller and Chief Accounting Officer Director Director Director Director...

  • Page 101
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  • Page 103
    ...managers should contact Northrop Grumman Investor Relations at (703) 280-2268 or send an e-mail to [email protected] ANNUAL MEETING OF SHAREHOLDERS Wednesday, May 15, 2013 8 a.m. EDT Northrop Grumman Corporation Corporate Office 2980 Fairview Park Drive Falls Church, Virginia 22042 MEDIA RELATIONS...

  • Page 104
    2980 Fairview Park Drive Falls Church, VA 22042-4511 www.northropgrumman.com