A N N U A L R E P O R T
SELECTED FINANCIAL HIGHLIGHTS
8
0
5
4
2
$
,
6
2
5
3
2
$
,
9
7
9
3
2
$
,
3
9
1
,
3
$
6
7
0
,
3
$
6
9
1
,
3
$
.
9
1
2
1
$
.
9
3
0
1
$
5
7
9
$
.
16
15
14
16
15
14
16
15
14
SALES
( $ in millions )
OPERATING INCOME
( $ in millions )
DILUTED EPS
0
5
3
$
.
0
1
3
$
.
1
7
2
$
.
3
1
8
,
2
$
3
9
5
,
2
$
2
6
1
2
$
,
2
3
0
,
2
$
3
9
8
1
$
,
1
9
6
1
$
,
16
15
14
16
15
14
16
15
14
CASH DIVIDENDS DECLARED
(per common share)
NET CASH PROVIDED
BY OPERATIONS
( $ in millions )
FREE CASH FLOW*
( $ in millions )
*Free cash flow is a non-GAAP financial measure. For more information, including a definition, reconciliation to the most directly
comparable GAAP measure, and why we believe this measure may be useful to investors, please refer to “Use of Non-GAAP
Financial Measures” on the page preceding the back cover of this Annual Report.
DEAR FELLOW SHAREHOLDERS
We are very pleased to report another year of outstanding
A critical component of Northrop Grumman’s business
performance for our shareholders, customers and
strategy is corporate responsibility — our commitment to
employees. Northrop Grumman delivered excellent
ethics, sustainability, diversity and community. In 2016,
financial results and created value in 2016 by focusing on
Northrop Grumman, the Northrop Grumman Foundation
performance, effective cash deployment, and continuing
and ECHO — our Employees Charity Organization —
to shape our portfolio of products and services with key
contributed more than $28 million in support of assistance
strategic wins.
to veterans, service members and their families; science,
technology, engineering and math (STEM) programs for
Our financial results for the year include higher sales,
young people; and help for those with critical needs.
operating income, net earnings, earnings per share
and cash from operations. Total shareholder return was
For the fifth consecutive year, Northrop Grumman earned
25.2 percent. After increased capital investments to
a leadership score in the Carbon Disclosure Project’s 2016
support our long-term growth strategy, we returned
climate change program, and we were included in the
$2.2 billion to our shareholders through share repurchases
2016 Dow Jones Sustainability Index for North America.
and dividends. We increased the quarterly dividend on
Both achievements validate our focus on value-creating
Northrop Grumman common stock by 12.5 percent to
environmental, social and governance practices.
$0.90 per share, the 13th consecutive annual increase.
Our company executed well on our programs and
responsibility for quality, and delivering customer
captured important new competitive business. We ended
satisfaction. These behaviors serve as the foundation for
2016 with a $45.3 billion backlog — 26 percent higher
long-term value creation. We appreciate your continued
than the prior year. Focusing on our core capabilities,
investment in Northrop Grumman.
We live our core values—acting with integrity, taking
we implemented a new sector structure that better aligns
the business with our customers’ evolving needs. The
strategic realignment of the three sectors — Aerospace
Systems, Mission Systems and Technology Services —
sharpens operational excellence while strengthening
our ability to deliver trusted systems and services to
customers at a reduced cost.
WES BUSH
Chairman, CEO and President
March 22, 2017
NORTHROP GRUMMAN 2016 ANNUAL REPORT
PAGE 1
Northrop Grumman is a leading global
security company offering a broad port-
folio of capabilities and technologies
that enable us to deliver innovative
products, systems and solutions for
AUTONOMOUS SYSTEMS
Northrop Grumman is a leader in the design,
CYBER
Northrop Grumman delivers capabilities and
applications that range from undersea
to outer space and into cyberspace.
development and production of autonomous
products, systems and services that support
systems, including intelligence, surveillance,
full-spectrum cyber solutions. Competencies
and reconnaissance (ISR) systems for tactical
include cyber mission management; large-
We provide products, systems and
solutions in autonomous systems; cyber;
and strategic missions. Key programs include
scale cyber solutions for national security
Global Hawk, a proven high-altitude long-
applications; advanced defense and
endurance ISR system; the Triton system,
security services including cyber, network
command, control, communications
providing real-time ISR over vast ocean and
operations and security; analysis of network
and computers, intelligence, surveil-
coastal regions; the NATO Alliance Ground
traffic, identification of malicious and
lance, and reconnaissance (C4ISR);
strike; and logistics and modernization
in support of customers worldwide.
Surveillance system for multinational theater
unauthorized activity, and response to
operations; the Fire Scout system providing
intrusion incidents. The company provides
situational awareness and precision targeting
information sharing and analysis solutions
support; and the Navy Unmanned Combat
and engineers sophisticated enterprise-wide
Air System demonstrating an unmanned
solutions to design, build and manage
combat air vehicle for carrier-based operations.
resilient and secure IT infrastructures.
PAGE 2
NORTHROP GRUMMAN 2016 ANNUAL REPORT
C4ISR
Northrop Grumman is a leader in advanced
STRIKE
Northrop Grumman designs, develops,
LOGISTICS & MODERNIZATION
Northrop Grumman is a leading provider of
end-to-end mission solutions and multifunction
manufactures, and integrates long-range
logistics solutions supporting the full life cycle
systems for U.S. Department of Defense,
strike aircraft systems, tactical aircraft systems
of platforms and systems for global defense
intelligence community, foreign, state and
and directed energy systems. Key long-range
and federal-civil customers. The company
local governments, as well as commercial
strike aircraft programs include the B-21
delivers innovative, technology-driven solutions
customers. Major C4ISR products and services
Raider long-range strike bomber and mod-
and services to enable cost-effective improve-
include the Integrated Air and Missile Defense
ernization and sustainment services for the
ments for customer mission effectiveness.
Battle Command System and the Battlefield
B-2 Spirit bomber. The company also designs,
Competencies include aircraft, electronics
Airborne Communications Node. In addition,
develops, manufactures and integrates the
and software sustainment and engineering;
the company designs, develops, manufac-
F-35 Lightning II center fuselage and F/A-18
electronic warfare/attack and avionics/
tures, and integrates airborne C4ISR including
Super Hornet aft fuselage sections.
electronics subsystems modernization; supply
the E-2D Advanced Hawkeye and Joint
Surveillance Target Attack Radar System
(JSTARS), Global Hawk and Triton programs.
The company also designs, develops, manu-
factures, and integrates spacecraft systems,
subsystems, sensors and communications
payloads in support of space C4ISR.
chain management; deployed logistics
support for manned and unmanned weapon
systems; field services, on-going maintenance
and technical assistance; and delivering rapid
response in support of global customers.
NORTHROP GRUMMAN 2016 ANNUAL REPORT
PAGE 3
ELECTED OFFICERS (As of December 31, 2016)
WESLEY G. BUSH
Chairman, Chief Executive Officer
and President
PATRICK M. ANTKOWIAK
Corporate Vice President
and Chief Technology Officer
SID ASHWORTH
Corporate Vice President,
Government Relations
KENNETH L. BEDINGFIELD
Corporate Vice President
and Chief Financial Officer
MARK A. CAYLOR
Corporate Vice President,
President of Enterprise Services
and Chief Strategy Officer
SHEILA C. CHESTON
Corporate Vice President
and General Counsel
LISA R. DAVIS
Corporate Vice President,
Communications
GLORIA A. FLACH
Corporate Vice President
and Chief Operating Officer
MICHAEL A. HARDESTY
Corporate Vice President,
Controller and
Chief Accounting Officer
CHRISTOPHER T. JONES
Corporate Vice President
and President,
Technology Services
JENNIFER C. MCGAREY
Corporate Vice President
and Secretary
STEPHEN C. MOVIUS
Corporate Vice President
and Treasurer
BOARD OF DIRECTORS (As of December 31, 2016)
WESLEY G. BUSH
Chairman, Chief Executive Officer and President,
Northrop Grumman Corporation
MARIANNE C. BROWN 1 3
Chief Operating Officer
Institutional and Wholesale Business,
Fidelity National Information
Services, Inc. (financial services
technology solutions provider)
VICTOR H. FAZIO 1 3
Senior Advisor, Akin Gump
Strauss Hauer & Feld LLP (law firm)
and Former Member of Congress
DONALD E. FELSINGER 2 4
Lead Independent Director,
Northrop Grumman Corporation
Former Chairman and
Chief Executive Officer,
Sempra Energy
(energy services company)
ANN M. FUDGE 1 3
Former Chairman and
Chief Executive Officer,
Young & Rubicam Brands
(marketing communications company)
BRUCE S. GORDON 1† 4
Former President, Retail Markets Group,
Verizon Communications Inc.
(telecommunications company);
Former President and Chief Executive Officer,
NAACP
WILLIAM H. HERNANDEZ 2 3†
Former Senior Vice President
and Chief Financial Officer,
PPG Industries, Inc.
(chemical and industrial
products manufacturer)
MADELEINE A. KLEINER 2† 3
Former Executive Vice President
and General Counsel,
Hilton Hotels Corporation
(hotel and resort company)
KARL J. KRAPEK 2 4†
Former President and
Chief Operating Officer,
United Technologies Corporation
(aerospace and building
systems company)
RICHARD B. MYERS 1 4
President, Kansas State University;
General, United States Air Force (Ret.) and
Former Chairman of the Joint Chiefs of Staff
DENISE M. PEPPARD
Corporate Vice President
and Chief Human Resources Officer
DAVID T. PERRY
Corporate Vice President
and Chief Global Business
Development Officer
THOMAS E. VICE
Corporate Vice President
and President,
Aerospace Systems
KATHY J. WARDEN
Corporate Vice President
and President,
Mission Systems
GARY ROUGHEAD 2 4
Admiral, United States Navy (Ret.)
and Former Chief of Naval Operations
THOMAS M. SCHOEWE 1 4
Former Executive Vice President
and Chief Financial Officer,
Wal-Mart Stores, Inc.
(operator of retail stores)
JAMES S. TURLEY 2 3
Former Chairman and
Chief Executive Officer,
Ernst & Young
(a professional services
organization)
MARK A. WELSH 1 3
Dean, Bush School of
Government and Public Service,
Texas A&M University;
General, United States Air Force (Ret.)
and Former Chief of Staff,
United States Air Force
1 Member of Policy Committee
2 Member of Governance Committee
3 Member of Audit Committee
4 Member of Compensation Committee
† Committee Chairperson
PAGE 4
NORTHROP GRUMMAN 2016 ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-K
_____________________
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2016
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to Commission file number 1-16411
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
2980 Fairview Park Drive
Falls Church, Virginia
(Address of principal executive offices)
80-0640649
(I.R.S. Employer
Identification Number)
22042
(Zip code)
(703) 280-2900
(Registrant's telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
Title of each class
Common Stock, $1 par value
Name of each exchange on which registered
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Securities registered pursuant to Section 12(g) of the Act:
None
Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
(Do not check if a smaller reporting company)
Yes
No
As of June 30, 2016, the aggregate market value of the common stock (based upon the closing price of the stock on the New York Stock Exchange)
of the registrant held by non-affiliates was approximately $39.5 billion.
As of January 26, 2017, 174,599,406 shares of common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Northrop Grumman Corporation’s Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation
14A for the 2017 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K.
Business
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosures
Properties
Legal Proceedings
NORTHROP GRUMMAN CORPORATION
TABLE OF CONTENTS
PART I
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Selected Financial Data
Overview
Consolidated Operating Results
Segment Operating Results
Product and Service Analysis
Backlog
Liquidity and Capital Resources
Critical Accounting Policies, Estimates and Judgments
Other Matters
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Item 8.
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Earnings and Comprehensive Income (Loss)
Consolidated 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 and Dividends on Common Stock
3. Segment Information
4. Accounts Receivable, Net
5. Inventoried Costs, Net
6. Income Taxes
7. Goodwill and Other Purchased Intangible Assets
8. Fair Value of Financial Instruments
i
Page
1
6
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18
18
19
21
23
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24
26
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30
30
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37
38
39
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58
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86
9. Long-term Debt
10. Investigations, Claims and Litigation
11. Commitments and Contingencies
12. Retirement Benefits
13. Stock Compensation Plans and Other Compensation Arrangements
14. Unaudited Selected Quarterly Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9.
Item 9A. Controls 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
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 15. Exhibits and Financial Statement Schedules
Signatures
PART IV
ii
NORTHROP GRUMMAN CORPORATION
Item 1. Business
HISTORY AND ORGANIZATION
PART I
History
Northrop Grumman Corporation (herein referred to as “Northrop Grumman,” the “company,” “we,” “us,” or “our”)
is a leading global security company. We offer a broad portfolio of capabilities and technologies that enable us to
deliver innovative products, systems and solutions for applications that range from undersea to outer space and into
cyberspace. We provide products, systems and solutions in autonomous systems; cyber; command, control,
communications and computers, intelligence, surveillance, and reconnaissance (C4ISR); strike; and logistics and
modernization. We participate in many high-priority defense and government programs in the United States (U.S.)
and abroad. We conduct most of our business with the U.S. Government, principally the Department of Defense
(DoD) and intelligence community. We also conduct business with foreign, state and local governments, as well as
commercial customers. For a discussion of risks associated with our operations, see “Risk Factors.”
The company originally was formed in Hawthorne, California in 1939, as Northrop Aircraft Incorporated and was
reincorporated in Delaware in 1985, as Northrop Corporation. Northrop Aircraft Incorporated was a principal
developer of flying wing technology, including the B-2 Spirit bomber. The company developed into one of the
largest defense contractors in the world through a series of acquisitions, as well as organic growth. In 1994, we
acquired Grumman Corporation (Grumman), after which time the company was renamed Northrop Grumman
Corporation. Grumman was a premier military aircraft systems integrator and builder of the Lunar Module that first
delivered humans to the surface of the moon. In 1996, we acquired the defense and electronics businesses of
Westinghouse Electric Corporation, a world leader in the development and production of sophisticated radar and
other electronic systems for the nation’s defense, civil aviation, and other U.S. and international applications. In
2001, we acquired Litton Industries, a global electronics and information technology company, and one of the
nation's leading full service shipbuilders. Also in 2001, we acquired Newport News Shipbuilding, a leading designer
and builder of nuclear-powered aircraft carriers and submarines. In 2002, we acquired TRW Inc., a leading
developer of military and civil space systems and payloads, as well as a leading global integrator of complex,
mission-enabling systems and services. In 2011, we completed the spin-off to our shareholders of Huntington Ingalls
Industries, Inc. (HII). HII operates our former Shipbuilding business, comprised largely of a part of Litton Industries
and Newport News Shipbuilding.
Organization
From time to time, we acquire or dispose of businesses and realign contracts, programs or businesses among and
within our operating segments. Internal realignments are typically designed to leverage existing capabilities more
fully and to enhance development and delivery of products and services. The operating results for all periods
presented have been revised to reflect any such changes made through December 31, 2016. We are currently aligned
in three operating sectors, which also comprise our reportable segments: Aerospace Systems, Mission Systems and
Technology Services. See Note 3 to our consolidated financial statements for further information.
AEROSPACE SYSTEMS
Aerospace Systems, headquartered in Redondo Beach, California, is a leader in the design, development, integration
and production of manned aircraft, autonomous systems, spacecraft, high-energy laser systems, microelectronics and
other systems/subsystems. Aerospace Systems' customers, primarily the DoD and other U.S. Government agencies,
use these systems in mission areas including intelligence, surveillance and reconnaissance (ISR), strike operations,
communications, earth observation, space science and space exploration. The sector is reported in three business
areas, which reflect our core capabilities: Autonomous Systems, Manned Aircraft and Space.
Autonomous Systems - designs, develops, manufactures, and integrates ISR autonomous systems for tactical and
strategic missions. Key ISR programs include the Global Hawk system, a proven high-altitude long-endurance
system providing near real-time high resolution imagery of large geographical areas; the Triton system providing
real-time ISR over vast ocean and coastal regions; the North Atlantic Treaty Organization (NATO) Alliance Ground
Surveillance (AGS) system for multinational theater operations; the Fire Scout system providing situational
awareness and precision targeting support; and the Navy Unmanned Combat Air System demonstrating an
unmanned combat air vehicle for carrier-based operations.
Manned Aircraft - designs, develops, manufactures, and integrates airborne C4ISR, long-range strike aircraft
systems, tactical aircraft systems and directed energy systems. Key airborne C4ISR programs include the E-2D
Advanced Hawkeye and Joint Surveillance Target Attack Radar System (JSTARS). Key long-range strike aircraft
-1-
NORTHROP GRUMMAN CORPORATION
programs include the B-21 Raider long-range strike bomber and modernization and sustainment services for the B-2
Spirit bomber. Tactical aircraft includes the design, development, manufacture and integration of F-35 Lightning II
center fuselage and F/A-18 Super Hornet aft fuselage sections. Directed energy involves the design, development,
and integration of laser weapon systems for air, ground, and sea platforms, and production of the Airborne Laser
Mine Detection System for the U.S. Navy and international rotary wing customers.
Space - designs, develops, manufactures, and integrates spacecraft systems, subsystems, sensors and
communications payloads in support of space C4ISR and science. Key programs include the James Webb Space
Telescope, a large infrared telescope being built for the National Aeronautics and Space Administration that will be
deployed in space to study the origins of the universe; Advanced Extremely High Frequency payloads providing
survivable, protected communications to U.S. forces; Space-Based Infrared System payloads providing data for
missile surveillance, missile defense, technical intelligence and battlespace characterization; and restricted
programs.
MISSION SYSTEMS
Mission Systems, headquartered in Linthicum, Maryland, is a leader in advanced end-to-end mission solutions and
multifunction systems for DoD, intelligence community, international, federal civil and commercial customers.
Major products and services include C4ISR systems; radar, electro-optical/infrared (EO/IR) and acoustic sensors;
electronic warfare systems; cyber solutions; space systems; intelligence processing systems; air and missile defense
(AMD) integration; navigation; and shipboard missile and encapsulated payload launch systems. The sector is
reported in three business areas, which reflect our core capabilities: Sensors and Processing, Cyber and ISR, and
Advanced Capabilities.
Sensors and Processing - delivers products, systems and services that support ground-based and airborne fixed and
rotary wing platforms with radar, electronic warfare, communications, command and control (C2), Signals
Intelligence (SIGINT), and situational awareness mission systems. Competencies include targeting, surveillance, air
defense, and early warning & control radar systems; EO/IR and radio frequency (RF) self-protection, targeting and
surveillance systems; electronic attack and electronic support systems; net-enabled battle management;
communications and intelligence systems; digitized cockpits; and multi-sensor processing. Key programs include
the Airborne Early Warning & Control (AEW&C) and air-to-ground sensors; Battlefield Airborne Communications
Node (BACN); F-35 fire control radar, Distributed Aperture System (DAS), and the Communications, Navigation
and Identification (CNI) integrated avionics system; Ground/Air Task Oriented Radar (G/ATOR); Large Aircraft
Infrared Countermeasures (LAIRCM); Common Infrared Countermeasures (CIRCM); Scalable Agile Beam Radar
(SABR); and the UH-60V Black Hawk integrated mission equipment package.
Cyber and ISR - delivers products, systems and services that support full-spectrum cyber solutions, space-based
payload and exploitation systems, space-based C2 and processing systems, and enterprise integration of multi-
intelligence mission data across all domains. Competencies include cyber mission management; large-scale cyber
solutions for national security applications; missile warning and defense systems; weather and satellite
communications; ground software systems; and geospatial intelligence and data fusion, specializing in the
collection, processing, and exploitation of data. Key programs include exploitation and cyber programs; operational
services to the United States Computer Emergency Readiness Team (US-CERT); worldwide IT coverage and
support services through the Solutions for the Information Technology Enterprise (SITE); the Enterprise Application
Development Integration and Sustainment (EADIS) program; and restricted programs.
Advanced Capabilities - provides integration and interoperability of net-enabled battle management, sensors,
targeting and surveillance systems; air and missile defense C2; and global battlespace awareness. It also delivers
products, systems and services that support maritime platforms and embedded Global Positioning Systems (GPS) for
a range of platforms including ships, aircraft, spacecraft and weapons. Competencies include advanced AMD
integration with land, air and space assets; shipboard missile and encapsulated payload launch systems; unmanned
maritime vehicles and high-resolution undersea sensors; and inertial navigation systems. Key programs include the
Integrated Air and Missile Defense Battle Command System (IBCS); the Missile Defense Agency Joint National
Integration Center Research and Development Contract (JRDC); Ground-based Midcourse Defense (GMD) system;
Surface Electronic Warfare Improvement Program (SEWIP) Block III; and Trident and Virginia-Class payload
launch systems.
TECHNOLOGY SERVICES
Technology Services, headquartered in Herndon, Virginia, is a leading provider of logistics solutions supporting the
full life cycle of platforms and systems for global defense and federal-civil customers. We deliver innovative,
-2-
NORTHROP GRUMMAN CORPORATION
technology-driven solutions and services to enable cost-effective improvements for customer mission effectiveness.
We provide a full spectrum of offerings including software and system sustainment, modernization of platforms and
associated subsystems, advanced training solutions, and integrated logistics support. The sector is reported in three
business areas, which reflect our core capabilities: Global Logistics and Modernization; Advanced Defense Services;
and System Modernization and Services.
Global Logistics and Modernization - provides global logistics support, sustainment, operations and modernization
for more than 60 air, sea and ground systems and weapon system components. Competencies include aircraft,
electronics and software sustainment and engineering; electronic warfare/attack and avionics/electronics subsystems
modernization; supply chain management; deployed logistics support for manned and unmanned weapon systems;
field services, on-going maintenance and technical assistance; and delivering rapid response in support of global
customers. Portfolio capabilities are exhibited through: integration, delivery and global support of unmanned special
mission aircraft solutions for platforms such as the MQ-5B Hunter, Global Hawk and Triton; subsystem and
component-level depot repair for products such as AAQ-24, APN-241, and ALQ-135; missile sustainment and
modernization solutions for products including the Intercontinental Ballistic Missile Minuteman III; and weapon
systems sustainment, refurbishment, overhaul, modernization and contractor logistics support for several unique
low-density/high-demand platforms, including the B-2 Spirit bomber, KC-10, JSTARS, KC-30A and UK Airborne
Warning and Control System.
Advanced Defense Services - provides advanced defense and security services, including cyber; network operations
and security; system and software modernization; land forces sustainment; and training to strengthen the national
security of the U.S. and its allies. Key programs include the Marine Corps Network Operations and Security Center,
which provides network defense services for the U.S. Marine Corps including analysis of network traffic,
identification of malicious and unauthorized activity, and response to intrusion incidents; Ministry of the National
Guard Training Support, through our interest in a joint venture for which we consolidate the financial results, which
provides equipment fielding, training and maintenance, simulator training and operations, tactical exercise
development, logistics and operations support and English language training to the Ministry of the National Guard in
Saudi Arabia; the Enterprise Military Housing program, the software application used for the management of
government housing; and the Mission Command Training Program, the Army's leadership and staff training exercise
program at the tactical and operational level.
System Modernization and Services - provides full life cycle information systems modernization and sustainment,
primarily in support of civil government agencies. Key capabilities reside in areas of analytics, mission information
processing, cyber and secure networking, and software development. In support of the modernization of civil agency
mission critical and mission enabling information systems, extensive system and software development capabilities
allow this unit to offer fraud detection and compliance services, data analysis and decision support tools, and
software system sustainment services. This business provides services to U.S. Government healthcare agencies,
including benefits systems administration, fraud prevention and payment modernization. To strengthen national
security and federal law enforcement, we provide information sharing and analysis solutions as well as engineer
sophisticated enterprise-wide solutions to design, build and manage resilient and secure IT infrastructures. Our
capabilities provide proactive network monitoring and desktop optimization to control and reduce overall operating
costs.
SELECTED FINANCIAL DATA AND SEGMENT OPERATING RESULTS
For a more complete understanding of our business, see “Selected Financial Data.” For a more complete
understanding of our segment financial information, see “Segment Operating Results” in Management's Discussion
and Analysis of Financial Condition and Results of Operations (MD&A) and Note 3 to the consolidated financial
statements.
CUSTOMER CONCENTRATION
Our largest customer is the U.S. Government. Sales to the U.S. Government accounted for 84 percent, 83 percent
and 84 percent of sales during the years ended December 31, 2016, 2015 and 2014, respectively. For further
information on sales by customer category, see Note 1 to the consolidated financial statements. No single program
accounted for more than ten percent of total sales during any period presented. See “Risk Factors” for further
discussion regarding risks related to customer concentration.
COMPETITIVE CONDITIONS
We compete with many companies in the defense, intelligence and federal markets. BAE Systems, Boeing, Booz
Allen Hamilton, General Dynamics, Harris, L3 Technologies, Leidos, Leonardo, Lockheed Martin, Raytheon and
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NORTHROP GRUMMAN CORPORATION
Thales are some of our primary competitors. Key characteristics of our industry include long operating cycles and
intense competition, which is evident through the number of bid protests (competitor protests of U.S. Government
procurement awards) and the number of competitors bidding on program opportunities.
It is common in the defense industry for work on major programs to be shared among a number of companies. A
company competing to be a prime contractor may, upon ultimate award of the contract to another competitor,
become a subcontractor to the ultimate prime contracting company. It is not unusual to compete for a contract award
with a peer company and, simultaneously, perform as a supplier to or a customer of that same competitor on other
contracts, or vice versa.
SEASONALITY
No material portion of our business is considered to be seasonal.
BACKLOG
At December 31, 2016, total backlog was $45.3 billion, compared with $35.9 billion at the end of 2015. For further
information, see “Backlog” in MD&A.
RESEARCH AND DEVELOPMENT
See Note 1 to the consolidated financial statements.
INTELLECTUAL PROPERTY
We routinely apply for and own a number of U.S. and foreign patents related to the products and services we
provide. We also develop and protect intellectual property as trade secrets. In addition to owning a large portfolio of
proprietary intellectual property, we license some intellectual property rights to third parties and we license or
otherwise obtain access to intellectual property from third parties. The U.S. Government typically holds licenses to
patents developed in the performance of U.S. Government contracts and may use or authorize others to use the
inventions covered by these patents for certain purposes. See “Risk Factors” for further discussion regarding risks
related to intellectual property.
RAW MATERIALS
We have not experienced significant delays in the supply or availability of raw materials, nor have we experienced a
significant price increase for raw materials. See “Risk Factors” for further discussion regarding risks related to raw
materials.
EMPLOYEE RELATIONS
We believe that we maintain good relations with our approximately 67,000 employees. Approximately 2,500 are
covered by 11 collective agreements in the U.S., of which we negotiated four renewals in 2016 and expect to
negotiate one renewal in 2017. See “Risk Factors” for further discussion regarding risks related to employee
relations.
REGULATORY MATTERS
Government Contract Security Restrictions
Certain classified programs with the U.S. Government are prohibited by the customer from being publicly discussed
and are therefore generally referred to as “restricted” in this Annual Report on Form 10-K. The consolidated
financial statements and financial information in this Annual Report on Form 10-K reflect the operating results of
our entire company, including restricted programs.
Contracts
We generate the majority of our business from long-term contracts with the U.S. Government for development,
production and support activities. Unless otherwise specified in a contract, allowable and allocable costs are billed to
contracts with the U.S. Government pursuant to the Federal Acquisition Regulation (FAR) and U.S. Government
Cost Accounting Standards (CAS). Examples of costs incurred by us and not billed to the U.S. Government in
accordance with the FAR and CAS include, but are not limited to, certain legal costs, charitable donations,
advertising costs, interest expense and unallowable employee compensation and benefits costs.
We monitor our contracts on a regular basis for compliance with our policies and procedures and applicable
government regulations and laws to enhance compliance and consistent application for contracts with similar terms
and conditions. In addition, costs incurred and allocated to contracts with the U.S. Government are routinely audited
by the Defense Contract Audit Agency (DCAA).
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Our long-term contracts typically fall into one of two broad categories:
Cost-type contracts – Cost-type contracts include cost plus fixed fee, cost plus award fee and cost plus incentive fee
contracts. Cost-type contracts provide generally for reimbursement of a contractor’s allowable costs incurred plus
fee. As a result, cost-type contracts have less financial risk associated with unanticipated cost growth but generally
lower profit margins than fixed-price contracts. Cost-type contracts typically require that the contractor use its best
efforts to accomplish the scope of the work within some specified time and stated dollar limitation. Fees on cost-
type contracts can be fixed in terms of dollar value or percentage of costs. Award and incentive fees are generally
based on performance criteria such as cost, schedule, quality and/or technical performance. Award fees are
determined and earned based on customer evaluation of the company's performance against contractual criteria, and
are intended to provide motivation for excellence in contract performance. Incentive fees are generally based on cost
and provide for an initially negotiated fee to be adjusted later, typically using a formula to measure performance
against the associated criteria, based on the relationship of total allowable costs to total target costs. Award and
incentive fees that can reasonably be estimated and are deemed reasonably assured are recorded over the
performance period of the contract.
Fixed-price contracts – Firm fixed-price contracts include a specified scope of work for a price that is a pre-
determined, negotiated amount and not generally subject to adjustment regardless of costs incurred by the
contractor, absent changes in scope by the customer. As a result, fixed-price contracts have more financial risk
associated with unanticipated cost growth, but generally provide the opportunity for higher profit margins than cost-
type contracts. Certain fixed-price incentive fee contracts provide for reimbursement of the contractor’s allowable
costs plus a fee up to a cost ceiling amount, typically through a cost-sharing ratio that affects profitability. These
types of fixed-price incentive fee contracts effectively become firm fixed-price contracts once the cost-share ceiling
is reached. Time-and-materials contracts are considered fixed-price contracts as they specify a fixed hourly rate for
each labor hour charged.
Profit margins on our contracts may vary materially depending on, among other things, the contract type, contract
phase (e.g., development, low rate production or mature production), negotiated fee arrangements, achievement of
performance objectives, and cost, schedule and technical performance.
See Note 1 to the consolidated financial statements and “Risk Factors.”
The following table summarizes sales for the year ended December 31, 2016, recognized by contract type and
customer category:
($ in millions)
Cost-type contracts
Fixed-price contracts
Total sales
U.S.
Government(1)
12,665
$
7,908
20,573
$
International(2)
698
$
2,507
3,205
$
Other
Customers(3)
106
624
730
$
$
Total
13,469
11,039
24,508
$
$
Percentage
of Total
Sales
55%
45%
100%
(1) Sales to the U.S. Government include sales from contracts for which we are the prime contractor, as well as those for which we
are a subcontractor and the ultimate customer is the U.S. Government. Each of the company's segments derives substantial
revenue from the U.S. Government.
(2) International sales include sales from contracts for which we are the prime contractor, as well as those for which we are a
subcontractor and the ultimate customer is an international customer. These sales include foreign military sales contracted
through the U.S. Government, direct sales with governments outside the U.S. and commercial sales outside the U.S.
(3) Sales to Other Customers include sales to U.S. state and local governments and commercial sales in the U.S.
Environmental
Our operations are subject to and affected by federal, state, local and foreign laws and regulations relating to
protection of the environment. In 2010, we established goals for the reduction of greenhouse gas emissions and
implementation of best management practices for water use and solid waste; those goals were achieved as of
December 31, 2014. In 2015, we announced our 2020 environmental sustainability goals: to reduce absolute
greenhouse gas emissions by 30 percent from 2010 levels; to reduce potable water use by 20 percent from 2014
levels; and to achieve a 70 percent solid waste diversion rate (from landfills).
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We have incurred and expect to continue to incur capital and operating costs to comply with applicable
environmental laws and regulations and to achieve our environmental sustainability commitments. See “Risk
Factors” and Notes 1 and 11 to the consolidated financial statements.
EXECUTIVE OFFICERS
See "Directors, Executive Officers and Corporate Governance" for information about our executive officers.
AVAILABLE 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 is www.northropgrumman.com.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statement
for the annual shareholders’ meeting, as well as any amendments to those reports, are available free of charge
through our website as soon as reasonably practicable after we file them with the SEC. You can learn more about us
by reviewing our SEC filings on the investor relations page of our website.
The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information
about SEC registrants, including Northrop Grumman Corporation.
References to our website and the SEC’s website in this report are provided as a convenience and do not constitute,
and should not be viewed as, incorporation by reference of the information contained on, or available through, such
websites. Such information should not be considered a part of this report, unless otherwise expressly incorporated by
reference in this report.
Item 1A. Risk Factors
Our consolidated financial position, results of operations and cash flows are subject to various risks, many of which
are not exclusively within our control, that may cause actual performance to differ materially from historical or
projected future performance. We encourage you to consider carefully the risk factors described below in evaluating
the information contained in this report as the outcome of one or more of these risks could have a material adverse
effect on our financial position, results of operations and/or cash flows.
We depend heavily on a single customer, the U.S. Government, for a substantial portion of our business. Changes
in this customer’s priorities and spending could have a material adverse effect on our financial position, results
of operations and/or cash flows.
Our primary customer is the U.S. Government, from which we derived 84 percent, 83 percent and 84 percent of our
sales during the years ended December 31, 2016, 2015 and 2014, respectively; we have a number of large programs
and opportunities with the U.S. Air Force, in particular. The U.S. Government has been implementing significant
reductions in government spending and other significant program changes. We cannot predict the impact on existing,
follow-on, replacement or future programs from potential changes in priorities due to changes in defense spending
levels, the threat environment, military strategy and planning and/or changes in social, economic or political
priorities.
The U.S. Government generally has the ability to terminate contracts, in whole or in part, for its convenience or for
default based on performance. In the event of termination for the U.S. Government’s convenience, contractors are
generally protected by provisions covering reimbursement for costs incurred on the contracts and profit on those
costs up to the amount authorized under the contract, but not the anticipated profit that would have been earned had
the contract been completed. Termination by the U.S. Government of a contract due to default could require us to
pay for re-procurement costs in excess of the original contract price, net of the value of work accepted from the
original contract, as well as other damages. Termination of a contract due to our default could have a material
adverse effect on our reputation, our ability to compete for other contracts and our financial position, results of
operations and/or cash flows.
The U.S. Government also has the ability to stop work under a contract for a limited period of time for its
convenience. It is possible that the U.S. Government could invoke this ability across a limited or broad number of
contracts. In the event of a stop work order, contractors are typically protected by provisions covering
reimbursement for costs incurred on the contract to date and for costs associated with the temporary stoppage of
work on the contract plus a reasonable fee. However, such temporary stoppages and delays could introduce
inefficiencies and result in financial and other damages for which we may not be able to negotiate full recovery from
the U.S. Government. They could also ultimately result in termination of a contract (or contracts) for convenience or
reduced future orders.
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A significant shift in government priorities to programs in which we do not participate and/or reductions in funding
for or the termination of programs in which we do participate, unless offset by other programs and opportunities,
could have a material adverse effect on our financial position, results of operations and/or cash flows.
Significant delays or reductions in appropriations for our programs and U.S. Government funding more broadly
may negatively impact our business and programs and could have a material adverse effect on our financial
position, results of operations and/or cash flows.
U.S. Government programs are subject to annual congressional budget authorization and appropriation processes.
For many programs, Congress appropriates funds on a fiscal year basis even though the program performance period
may extend over several years. Consequently, programs are often partially funded initially and additional funds are
committed only as Congress makes further appropriations. If we incur costs in excess of funds obligated on a
contract, we may be at risk for reimbursement of those costs unless and until additional funds are obligated to the
contract. We cannot predict the extent to which total funding and/or funding for individual programs will be
included, increased or reduced as part of the annual budget process ultimately approved by Congress and the
President or in separate supplemental appropriations or continuing resolutions, as applicable. Laws and plans
adopted by the U.S. Government relating to, along with pressures on and uncertainty surrounding the federal budget,
potential changes in priorities and defense spending levels, sequestration, the appropriations process, use of
continuing resolutions (with restrictions, e.g., on new starts) and the permissible federal debt limit, could adversely
affect the funding for individual programs and delay purchasing or payment decisions by our customers. In the event
government funding for our significant programs becomes unavailable, or is reduced or delayed, or planned orders
are reduced, our contract or subcontract under such programs may be terminated or adjusted by the U.S.
Government or the prime contractor.
On November 2, 2015, the President signed the Bipartisan Budget Act of 2015 (the Budget Act). The Budget Act
raised the statutory limit on the amount of permissible federal debt (the debt ceiling) until March 2017 and raised the
sequester caps imposed by the Budget Control Act of 2011 (the Budget Control Act) by $80 billion, split equally
between defense and non-defense discretionary spending in FY 2016 and FY 2017 ($50 billion in FY 2016 and $30
billion in FY 2017).
If the debt ceiling is breached, we may be required to continue to perform for some period of time on certain of our
U.S. Government contracts even if the U.S. Government is unable to make timely payments. Unforeseen
circumstances could cause an extended debt ceiling breach and have significant near and long-term consequences
for our company, our employees, our suppliers and the defense industry.
On December 18, 2015, Congress passed and the President signed the Consolidated Appropriations Act of 2016,
which provided funding for the U.S. Government for FY 2016, providing $1.1 trillion in discretionary funding for
federal agencies through September 2016. The President signed a continuing resolution in September 2016, which
was extended in December 2016, and provides funding for the U.S. Government at FY 2016 levels through April 28,
2017.
The budget environment, including sequestration as currently mandated, and uncertainty surrounding the
appropriations processes, remain significant long-term risks. Considerable uncertainty exists regarding how future
budget and program decisions will unfold, including the defense spending priorities of the incoming Administration
and Congress, what challenges budget reductions (required by the Budget Control Act and otherwise) will present
for the defense industry and whether an annual appropriations bill will be enacted for FY 2017. If an annual
appropriations bill is not enacted for FY 2017 or beyond, the U.S. Government may continue to operate under a
continuing resolution, restricting new contract or program starts and we may face a government shutdown of
unknown duration. Adverse consequences from operating under a continuing resolution may be greater as the
company has a higher percentage of development programs. We believe continued budget pressures would have
serious negative consequences for the security of our country, the defense industrial base, including Northrop
Grumman, and the customers, employees, suppliers, investors, and communities that rely on companies in the
defense industrial base. It is likely budget and program decisions made in this environment would have long-term
implications for our company and the entire defense industry.
Long-term funding for certain programs in which we participate may be reduced, delayed or cancelled. In addition,
budget cuts globally could adversely affect the viability of our subcontractors and suppliers, and our employee base.
While we believe that our business is well-positioned in areas that the DoD and other customers have indicated are
areas of focus for future defense spending, the long-term impact of the Budget Control Act, other defense spending
cuts, the debt ceiling and the ongoing fiscal debates remain uncertain.
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Significant delays or reductions in appropriations; long-term funding under a continuing resolution; an extended
debt ceiling breach or government shutdown; and/or future budget and program decisions, among other items, may
negatively impact our business and programs and could have a material adverse effect on our financial position,
results of operations and/or cash flows.
We are subject to various investigations, claims, disputes and litigation that could ultimately be resolved against
us.
The size, nature and complexity of our business make us susceptible to investigations, claims, disputes and
litigation, particularly those involving governments. We are and may become subject to investigations, claims,
disputes and administrative, civil or criminal litigation globally and across a broad array of matters, including, but
not limited to, government contracts, false claims, products liability, fraud, environmental, shareholder derivative
actions, intellectual property, tax, export/import, anti-corruption, labor, health and safety, employee benefits and
plans, including plan administration, and improper payments. These matters could divert financial and management
resources; result in fines, penalties, compensatory, treble or other damages or non-monetary relief; and otherwise
disrupt our business. Government regulations also provide that certain allegations against a contractor may lead to
suspension or debarment from government contracts or suspension of export privileges for the company or one or
more of its components. Suspension or debarment could have a material adverse effect on the company because of
our reliance on government contracts and export authorizations. An investigation, claim, dispute or litigation, even if
not substantiated or fully indemnified or insured, could also negatively impact our reputation among our customers
and the public, and make it more difficult for us to compete effectively or obtain adequate insurance in the future.
Investigations, claims, disputes or litigation could have a material adverse effect on our financial position, results of
operations and/or cash flows.
Our international business exposes us to additional risks.
Sales to customers outside the U.S. are an increasingly important component of our strategy. Our international
business (including joint ventures) is subject to numerous political and economic factors, legal requirements, cross-
cultural considerations and other risks associated with doing business globally. These risks differ in some respects
from those associated with our U.S. business and our exposure to such risks may increase if our international
business continues to grow as we anticipate.
Our international business is subject to both U.S. and foreign laws and regulations, including, without limitation,
regulations relating to import-export controls, technology transfer restrictions, repatriation of earnings, data privacy
and protection, investment, exchange rates and controls, the Foreign Corrupt Practices Act (FCPA) and other anti-
corruption laws, the anti-boycott provisions of the U.S. Export Administration Act, labor and employment, works
councils and other labor groups, taxes, environment, security restrictions and intellectual property. Failure by us, our
employees, affiliates, partners or others with whom we work to comply with these laws and regulations could result
in administrative, civil or criminal liabilities, including suspension or debarment from government contracts or
suspension of our export privileges. Our customers outside of the U.S. generally have the ability to terminate
contracts for default based on performance. Termination of a contract due to default could have a material adverse
effect on our reputation, our ability to compete for other contracts and our financial position, results of operations
and/or cash flows. We also are subject to various non-U.S. procurement and other laws applicable to our industry.
New regulations and requirements, or changes to existing ones in the various countries in which we operate can
significantly increase our costs and risks of doing business internationally.
Changes in regulations, political leadership and environment, or security risks may dramatically affect our ability to
conduct or continue to conduct business in international markets. Our international business may also be impacted
by changes in foreign national policies and priorities, which may be influenced by changes in the threat
environment, geopolitical uncertainties, government budgets, and economic and political factors more generally, any
of which could impact funding for programs or delay purchasing decisions or customer payments. We also could be
affected by the legal, regulatory and economic impacts of Britain’s exit from the European Union, the impact of
which is not known at this time. Global economic conditions and fluctuations in foreign currency exchange rates
could further impact our business. For example, the tightening of credit in financial markets outside of the U.S.
could adversely affect the ability of our customers and suppliers to obtain financing and could result in a decrease in
or cancellation of orders for our products and services or impact the ability of our customers to make payments.
Our contracts with non-U.S. customers may also include terms and reflect legal requirements that create additional
risks. They may include industrial cooperation agreements requiring specific in-country purchases, investments,
manufacturing agreements or other financial obligations, known as offset obligations, and provide for significant
penalties if we fail to meet such requirements. Our ability to sell products outside the U.S. could be adversely
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affected if we are unable to design our products for export on a cost effective basis or to obtain and retain all
necessary export licenses and authorizations on a timely basis. We face risks related to our products that are
approved for export, but may be subject to the U.S. Government changing or cancelling the export license after the
product is ordered. Our ability to conduct business outside of the U.S. also depends on our ability to attract and
retain sufficient qualified personnel with the skills and/or security clearances in the markets in which we do
business.
The products and services we provide internationally, including those provided by subcontractors and joint ventures
in which we have an interest, are sometimes in countries with unstable governments, economic or fiscal challenges,
military or political conflicts and/or developing legal systems. This may increase the risk to our employees,
subcontractors or other third parties, and/or increase the risk of a wide range of liabilities, as well as loss of property
or damage to our products.
The occurrence and impact of these factors is difficult to predict, but one or more of them could have a material
adverse effect on our financial position, results of operations and/or cash flows.
Our reputation, our ability to do business and our financial position, results of operations and/or cash flows may
be impacted by the improper conduct of employees, agents, subcontractors, suppliers, business partners or joint
ventures in which we participate.
We have implemented policies, procedures, training and other compliance controls, and have negotiated terms
designed to prevent misconduct by employees, agents or others working on our behalf or with us that would violate
the applicable laws of the jurisdictions in which we operate, including laws governing improper payments to
government officials, the protection of export controlled or classified information, cost accounting and billing,
competition and data privacy. However, we cannot ensure that we will prevent all such misconduct committed by
our employees, agents, subcontractors, suppliers, business partners or others working on our behalf or with us, and
this risk of improper conduct may increase as we expand globally. In the ordinary course of our business we form
and are members of joint ventures. We may be unable to prevent misconduct or other violations of applicable laws
by these joint ventures (including their officers, directors and employees) or our partners. Improper actions by those
with whom or through whom we do business (including our employees, agents, subcontractors, suppliers, business
partners and joint ventures) could subject us to administrative, civil or criminal investigations and monetary and
non-monetary penalties, including suspension and debarment, which could negatively impact our reputation and
ability to conduct business and could have a material adverse effect on our financial position, results of operations
and/or cash flows.
We use estimates when accounting for contracts. Contract cost growth or changes in estimated contract revenues
and costs could affect our profitability and our overall financial position.
Contract accounting requires judgment relative to assessing risks, estimating contract revenues and costs, and
making assumptions regarding performance. Due to the size and nature of many of our contracts, the estimation of
total revenues and costs at completion is complex and subject to many variables. Incentives, awards and/or penalties
related to performance on contracts are considered in estimating revenue and profit rates when there is sufficient
information to assess anticipated performance. Suppliers’ expected performance is also assessed and considered in
estimating costs and profitability.
Our operating income can be adversely affected when we experience increased estimated contract costs. Reasons for
increased estimated contract costs may include: design issues; changes in estimates of the nature and complexity of
the work to be performed, including technical or quality issues or requests to perform additional work at the
direction of the customer; production challenges, including those resulting from the availability and timeliness of
customer funding, unavailability or reduced productivity of qualified and timely cleared labor or the effect of any
delays in performance; the availability, performance, quality or financial strength of significant subcontractors;
supplier issues, including the costs, timeliness and availability of materials and components; the effect of any
changes in laws or regulations; actions deemed necessary for long-term customer satisfaction; and natural disasters
or environmental matters. We may file requests for equitable adjustment or claims to seek recovery in whole or in
part for our increased costs.
Our risk varies with the type of contract. Due to their nature, fixed-price contracts inherently tend to have more risk
than cost type contracts. In 2016, approximately half of our sales were derived from fixed-price contracts. We
typically enter into fixed-price contracts where costs can be more reasonably estimated based on actual experience,
such as for mature production programs. In addition, our contracts contain provisions relating to cost controls and
audit rights. If the terms specified in our contracts are not met, our profitability may be reduced and we may incur a
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NORTHROP GRUMMAN CORPORATION
loss. Our fixed-priced contracts may include fixed-price development work. This type of work is inherently more
uncertain as to future events than production contracts, and, as a result, there is typically more variability in
estimates of the costs to complete the development stage. As work progresses through the development stage into
production, the risks associated with estimating the total costs of the contract are typically reduced. While
management uses its best judgment to estimate costs associated with fixed-price development contracts, future
events could result in either upward or downward adjustments to those estimates. Under cost type contracts,
allowable costs incurred by the contractor are generally subject to reimbursement plus a fee. We often enter into cost
type 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 or
towards the end of the contract. In these cases, the associated financial risks are primarily in recognizing profit,
which ultimately may not be earned, or program cancellation if cost, schedule, or technical performance issues arise.
Because of the significance of the judgment and estimation processes described above, it is possible that materially
different amounts could be obtained if different assumptions were used or if the underlying circumstances were to
change. Changes in underlying assumptions, circumstances or estimates, and the failure to prevail on claims for
equitable adjustments could have a material adverse effect upon the profitability of one or more of the affected
contracts and on our overall financial position, results of operations and/or cash flows. See “Critical Accounting
Policies, Estimates and Judgments” in MD&A.
Our earnings and profitability depend, in part, on subcontractor and supplier performance and financial viability
as well as raw material and component availability and pricing.
We rely on other companies to provide raw materials and major components and subsystems for our products and to
produce hardware elements and sub-assemblies, provide software and intellectual property, and perform some of the
services we provide to our customers, and to do so in compliance with all applicable laws and regulations.
Disruptions or performance problems caused by our subcontractors and suppliers, or a misalignment between our
contractual obligations to our customers and our agreement with our subcontractors and suppliers, could have an
adverse effect on our ability to meet our commitments to customers.
Our ability to perform our obligations on time could be adversely affected if one or more of our subcontractors or
suppliers were unable to provide the agreed-upon products or materials or perform the agreed-upon services in a
timely, compliant and cost-effective manner or otherwise to meet the requirements of the contract. Changes in
economic conditions, including changes in defense budgets or credit availability, or other changes impacting a
subcontractor or supplier (including changes in ownership or operations) could adversely affect the financial
stability of our subcontractors and suppliers and/or their ability to perform. The inability of our suppliers to perform,
or their inability to perform adequately, could also result in the need for us to transition to alternate suppliers, which
could result in significant incremental cost and delay or the need for us to provide other resources to support our
existing suppliers.
In connection with our U.S. Government contracts, we are required to procure certain materials, components and
parts from supply sources approved by the customer. We also are facing increased and changing regulatory
requirements, many of which apply to our subcontractors and suppliers. In some cases, there may be only one
supplier for certain components. If a sole source supplier cannot meet our needs or is otherwise unavailable, we may
be unable to find a suitable alternative.
Our procurement practices are intended to reduce the likelihood of our procurement of counterfeit, unauthorized or
otherwise non-compliant parts or materials. We rely on our subcontractors and suppliers to comply with applicable
laws and regulations, including regarding the parts or materials we procure from them; in some circumstances, we
rely on certifications provided by our subcontractors and suppliers regarding their compliance. We also rely on our
subcontractors and suppliers effectively to mitigate the risk of cyber and security threats or other disruptions with
respect to the products and components they deliver to us and the information entrusted to them by us or our
customers.
If we are unable to procure or experience significant delays in subcontractor or supplier deliveries of needed
materials, components, intellectual property or parts; if our subcontractors or suppliers do not comply with all
applicable laws and regulations; if the certifications we receive from them are inaccurate; or if what we receive is
counterfeit or otherwise improper, it could have a material adverse effect on our financial position, results of
operations and/or cash flows.
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NORTHROP GRUMMAN CORPORATION
Our business could be negatively impacted by cyber and other security threats or disruptions.
As a defense contractor, we face various cyber and other security threats, including attempts to gain unauthorized
access to sensitive information and networks; insider threats; threats to the safety of our directors, officers and
employees; threats to the security of our facilities, infrastructure and supply chain; and threats from terrorist acts or
other acts of aggression. Our customers and partners (including our supply chain and joint ventures) face similar
threats. Although we utilize various procedures and controls to monitor and mitigate the risk of these threats, there
can be no assurance that these procedures and controls will be sufficient. These threats could lead to losses of
sensitive information or capabilities; harm to personnel, infrastructure or products; financial liabilities and damage
to our reputation.
Cyber threats are evolving and include, but are not limited to, malicious software, destructive malware, attempts to
gain unauthorized access to data, disruption or denial of service attacks, and other electronic security breaches that
could lead to disruptions in mission critical systems, unauthorized release of confidential, personal or otherwise
protected information (ours or that of our employees, customers or partners), and corruption of data, networks or
systems. In addition, we could be impacted by cyber threats or other disruptions or vulnerabilities found in products
we use or in our partners’ or customers’ systems that are used in connection with our business. These events, if not
prevented or effectively mitigated, could damage our reputation, require remedial actions and lead to loss of
business, regulatory actions, potential liability and other financial losses.
We provide systems, products and services to various customers (government and commercial) who also face cyber
threats. Our systems, products and services may themselves be subject to cyber threats and/or they may not be able
to detect or deter threats, or effectively to mitigate resulting losses. These losses could adversely affect our
customers and our company.
The impact of these factors is difficult to predict, but one or more of them could result in the loss of information or
capabilities, harm to individuals or property, damage to our reputation, loss of business, contractual or regulatory
actions and potential liabilities, any one of which could have a material adverse effect on our financial position,
results of operations and/or cash flows.
As a U.S. Government contractor, we and our partners are subject to various procurement and other laws and
regulations applicable to our industry and we could be adversely affected by changes in such laws and
regulations or any negative findings by the U.S. Government as to our compliance with them. We also may be
adversely affected by changes in our customers' business practices globally.
U.S. Government contractors (including their subcontractors and others with whom they do business) must comply
with many significant procurement regulations and other specific legal requirements. These regulations and other
requirements, although often customary in government contracts, increase our performance and compliance costs
and risks and are regularly evolving. New laws, regulations or procurement requirements or changes to current ones
(including, for example, regulations related to cybersecurity, recovery of employee compensation costs, counterfeit
parts, anti-human trafficking, specialty metals and conflict minerals) can significantly increase our costs and risks
and reduce our profitability.
We operate in a highly regulated environment and are routinely audited and reviewed by the U.S. Government and
its agencies, such as the Defense Contract Audit Agency (DCAA), Defense Contract Management Agency (DCMA)
and the DoD Inspector General. These agencies review performance under our contracts, our cost structure and our
compliance with applicable laws, regulations and standards, as well as the adequacy of our systems and processes in
meeting government requirements. Costs ultimately found to be unallowable or improperly allocated to a specific
contract will not be reimbursed or must be refunded if already reimbursed. If an audit uncovers improper or illegal
activities, we may be subject to civil and criminal penalties, sanctions, forfeiture of profits or suspension or
debarment. Whether or not illegal activities are alleged, the U.S. Government has the ability to decrease or withhold
certain payments when it deems systems subject to its review to be inadequate, with significant financial impact. In
addition, we could suffer serious reputational harm if allegations of impropriety were made against us or a business
partner.
Our industry has experienced, and we expect it will continue to experience, significant changes to business practices
globally as a result of an increased focus on affordability, efficiencies, business systems, recovery of costs and a
reprioritization of available defense funds to key areas for future defense spending. As a result of certain of these
initiatives, we have experienced and may continue to experience an increased number of audits and/or a lengthened
period of time required to close open audits. For example, the thresholds for certain allowable costs in the U.S.,
including compensation costs, have been significantly reduced; the allowability of other types of costs are being
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NORTHROP GRUMMAN CORPORATION
challenged, debated and, in certain cases, modified, all with potentially significant financial costs to the company. In
connection with these cost reduction initiatives, the U.S. Government is also pursuing alternatives to shift additional
responsibility and performance risks to the contractor. The U.S. Government has been pursuing and may continue to
pursue policies that could negatively impact our profitability. Changes in procurement practices favoring incentive-
based fee arrangements, different award criteria, non-traditional contract provisions and government contract
negotiation offers that indicate what our costs should be also may affect our profitability and predictability.
We (again, including our subcontractors and others with whom we do business) also are subject to and expected to
perform in compliance with a vast array of federal laws related to our industry, including but not limited to the Truth
in Negotiations Act, the False Claims Act, the Procurement Integrity Act, CAS, FAR, the International Traffic in
Arms Regulations promulgated under the Arms Export Control Act, the Close the Contractor Fraud Loophole Act
and the FCPA. If we are found to have violated the law, or are found not to have acted responsibly, we may be
subject to reductions of the value of contracts; contract modifications or termination; the withholding of payments
from our customer; the loss of export privileges; civil and criminal liabilities; the assessment of penalties, fines, or
compensatory, treble or other damages; or suspension or debarment.
If we or those with whom we do business do not comply with the laws, regulations and processes to which we are
subject or if customer business practices change significantly, including with respect to the thresholds for allowable
costs, it could have a material adverse effect on our financial position, results of operations and/or cash flows.
Competition within our markets and bid protests may affect our ability to win new contracts and result in reduced
revenues and market share.
We operate in highly competitive markets and our competitors may have more extensive or specialized engineering,
manufacturing, or marketing capabilities in some areas or financial capacity, or be willing to accept more risk or
lower profitability in competing for contracts. We have seen, and anticipate we will continue to see, increased
competition in some of our core markets, especially as a result of budget pressures for many customers, a continued
focus on affordability and competition, and our own success in winning business. We are facing increasing
competition in the U.S. and outside the U.S. from U.S., foreign and multinational firms. In some instances outside
the U.S., foreign companies may receive loans, marketing subsidies and other assistance from their governments that
may not be available to U.S. companies and foreign companies may be subject to fewer restrictions on technology
transfer. Additionally, some customers, including the DoD, may turn to commercial contractors, rather than
traditional defense contractors, for some products and services, or may utilize small business contractors or
determine to source work internally rather than hiring a contractor.
We are also seeing a significant number of bid protests from unsuccessful bidders on new program awards. Bid
protests could result in contract modifications or the award decision being reversed and loss of the contract award.
Even where a bid protest does not result in the loss of an award, the resolution can extend the time until the contract
activity can begin, and delay earnings.
If we are unable to continue to compete successfully against our current or future competitors, or prevail in protests,
we may experience declines in future revenues and market share, which could, over time, have a material adverse
effect on our financial position, results of operations and/or cash flows.
Our ability to win new competitions and meet the needs of our customers depends, in part, on our ability to
maintain a qualified workforce.
Our operating results are heavily dependent upon our ability to attract and retain sufficient personnel with requisite
skills and/or security clearances. If qualified personnel are scarce or difficult to attract or retain or if we experience a
high level of attrition, generally or in particular areas, or if such personnel are unable to obtain security clearances
on a timely basis, we could experience higher labor, recruiting or training costs in order to attract and retain
necessary employees.
Certain of our employees are covered by collective agreements. We generally have been able to renegotiate renewals
to expiring agreements without significant disruption of operating activities. If we experience difficulties with
renewals and renegotiations of existing collective agreements or if our employees pursue new collective
representation, we could incur additional expenses and may be subject to work stoppages. Any such expenses or
delays could adversely affect our programs served by employees who are covered by such agreements or
representation.
If we are unable to attract and retain a qualified workforce, we may be unable to maintain our competitive position
and our future success could be materially adversely affected.
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NORTHROP GRUMMAN CORPORATION
Many of our contracts contain performance obligations that require innovative design capabilities, are
technologically complex, require state-of-the-art manufacturing expertise or are dependent upon factors not
wholly within our control. Failure to meet our contractual obligations could adversely affect our profitability,
reputation and future prospects.
We design, develop and manufacture technologically advanced and innovative products and services, which are
applied by our customers in a variety of environments. Problems and delays in development or delivery, or system
failures, as a result of issues with respect to design, technology, intellectual property rights, labor, inability to
achieve learning curve assumptions, inability to manage effectively a broad array of programs, manufacturing
materials or components could prevent us from meeting requirements and create significant risk and liabilities.
Similarly, failures to perform on schedule or otherwise to fulfill our contractual obligations could negatively impact
our financial position, reputation and ability to win future business.
In addition, our products cannot be tested and proven in all situations and are otherwise subject to unforeseen
problems. Examples of unforeseen problems that could negatively affect revenue, schedule and profitability include
loss on launch or flight of spacecraft, loss of aviation platforms, premature failure of products that cannot be
accessed for repair or replacement, problems with design, quality and workmanship, country of origin of procured
materials, delivery of subcontractor components or services and degradation of product performance. These failures
could result, either directly or indirectly, in loss of life or property. Among the factors that may affect revenue and
profitability could be inaccurate cost estimates, design issues, human factors, unforeseen costs and expenses not
covered by insurance or indemnification from the customer, diversion of management focus in responding to
unforeseen problems, loss of follow-on work, and, in the case of certain contracts, repayment to the government
customer of contract cost and fee payments we previously received.
Certain contracts, primarily involving space satellite systems, contain provisions that entitle the customer to recover
fees in the event of failure of the system upon launch or subsequent deployment for less than a specified period of
time. Under such terms, we could be required to forfeit fees previously recognized and/or collected.
If we are unable to meet our obligations, including due to issues regarding the design, development or manufacture
of our products or services, or we experience launch, platform or satellite system failures, it could have a material
adverse effect on our reputation, our ability to compete for other contracts and our financial position, results of
operations and/or cash flows.
Environmental matters, including unforeseen costs associated with compliance and remediation efforts, and
government and third party claims, could have a material adverse effect on our reputation and our financial
position, results of operations and/or cash flows.
Our operations are subject to and affected by a variety of federal, state, local and foreign environmental laws and
regulations, including as they may be changed over time. Compliance with environmental laws and regulations
requires, and is expected to continue to require, significant operating and capital costs. We may be subject to
substantial fines, penalties and criminal sanctions for violations. If we are found to be in violation of the Federal
Clean Air Act or the Clean Water Act, the facility or facilities involved in the violation could be placed by the
Environmental Protection Agency on a list maintained by the General Services Administration of facilities that
generally cannot be used in performing on U.S. Government contracts until the violation is corrected.
We incur, and expect to continue to incur, substantial remediation costs related to the cleanup of pollutants
previously released into the environment. Stricter or different enforcement of existing laws and regulations; new
laws, regulations or cleanup requirements; discovery of previously unknown or more extensive contamination;
imposition of fines, penalties, compensatory or other damages (including natural resource damages); a determination
that certain environmental costs are unallowable; rulings on allocation or insurance coverage; and/or the insolvency
or other inability or unwillingness of other parties to pay their share of such costs could require us to incur
significant additional costs in excess of those anticipated.
We also are and may become a party to various legal proceedings and disputes involving government and private
parties (including class actions) relating to alleged impacts from pollutants released into the environment. These
matters could result in compensatory or other damages, determinations on allowability or insurance coverage, fines,
penalties, and non-monetary relief.
We are engaged in remediation activities relating to environmental conditions allegedly resulting from historic
operations at the former United States Navy and Grumman facilities in Bethpage, New York. We have incurred, and
expect to continue to incur, substantial remediation costs related to environmental conditions in Bethpage. We are
and may become a party to various legal proceedings and disputes related to remediation and/or alleged
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NORTHROP GRUMMAN CORPORATION
environmental impacts in Bethpage, including with federal and state entities, local municipalities and water districts,
insurance carriers and class action plaintiffs. These matters could result in fines, penalties, compensatory or other
damages (including natural resource damages), determinations on allocation, allowability and coverage, and non-
monetary relief.
In addition, government and private parties could seek to hold us responsible for liabilities or obligations related to
former operations that have been divested or spun-off (including our former shipbuilding business) and/or for which
other parties have agreed to be responsible and/or to indemnify us, directly or indirectly. The indemnity related
rights we have may not be sufficient to protect us against such liabilities.
The impact of these factors is difficult to predict, but one or more of them could harm our reputation and business
and have a material adverse effect on our financial position, results of operations and/or cash flows.
Our business is subject to disruption caused by natural and/or environmental disasters that could adversely affect
our profitability and our overall financial position.
We have significant operations located in regions that may be exposed to earthquakes, damaging storms and other
natural disasters. Our business also may be subject to environmental disasters. Our subcontractors and suppliers are
also subject to natural and environmental disasters that could affect their ability to deliver or perform under a
contract. Although preventative measures may help to mitigate damage, the damage and disruption resulting from
natural and environmental disasters may be significant.
Natural and environmental disasters could also disrupt our and our subcontractors’ and suppliers’ workforce and the
critical industrial infrastructure needed for normal business operations.
If insurance or other risk transfer mechanisms are unavailable or insufficient to recover all costs or if we experience
a significant disruption to our business due to a natural or environmental disaster, it could have a material adverse
effect on our financial position, results of operations and/or cash flows.
Our insurance coverage, customer indemnifications or other liability protections may be unavailable or
inadequate to cover all of our significant risks or our insurers may deny coverage of or be unable to pay for
material losses we incur, which could adversely affect our profitability and overall financial position.
We endeavor to obtain insurance agreements from financially solid, highly rated counterparties in established
markets to cover significant risks and liabilities (including, for example, natural disasters and product liability). Not
every risk or liability can be insured, and for risks that are insurable, the policy limits and terms of coverage
reasonably obtainable in the market may not be sufficient to cover all actual losses or liabilities incurred. Even if
insurance coverage is available, we may not be able to obtain it at a price or on terms acceptable to us. Disputes with
insurance carriers, including over policy terms, reservation of rights, the applicability of coverage (including
exclusions), compliance with provisions (including notice) and/or the insolvency of one or more of our insurers may
significantly affect the amount or timing of recovery.
In some circumstances we may be entitled to certain legal protections or indemnifications from our customers
through contractual provisions, laws, regulations or otherwise. However, these protections are not always available,
are typically subject to certain terms or limitations, including the availability of funds, and may not be sufficient to
cover all losses or liabilities incurred.
If insurance coverage, customer indemnifications and/or other legal protections are not available or are not sufficient
to cover our risks or losses, it could have a material adverse effect on our financial position, results of operations
and/or cash flows.
We provide products and services related to hazardous and high risk operations, which subjects us to various
environmental, regulatory, financial, reputational and other risks.
We provide products and services related to hazardous and high risk operations. Among other such operations, our
products and services are used in nuclear-related activities (including nuclear-powered platforms) and used in
support of nuclear-related operations of third parties. In addition, certain of our products are provided with space
launch services. These activities subject us to various extraordinary risks, including potential liabilities relating to
nuclear-related incidents; to the harmful effects on the environment and human health that may result from nuclear-
related activities, operations or incidents, as well as the storage, handling and disposal of radioactive materials; and
to failed launches of spacecraft. We may be subject to reputational harm and potential liabilities arising out of a
nuclear or launch incident, among others, whether or not the cause was within our control. Under some
circumstances, the U.S. Government and prime contractors provide for certain indemnification and other protection
under certain of our government related contracts, including pursuant to, or in connection with, Public Law 85-804,
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NORTHROP GRUMMAN CORPORATION
the Price-Anderson Nuclear Industries Indemnity Act and the Terrorism Risk Insurance Reauthorization Act, for
certain risks.
In addition, our customers may otherwise use our products and services in connection with hazardous activities, or
in ways that can be unusually hazardous or risky, creating potential liabilities to our customers and/or our company
as the provider of such products and services. In the event of an incident, if our customers fail to use our products
properly or if our products or services do not operate as intended, we could be subject to reputational harm and
potential liabilities.
If there was a nuclear incident or other nuclear-related damages, an incident related to launch activities or an
incident or other damages related to or caused by the use of our products and services in connection with hazardous
activities or risks, and if indemnification or other protection was not available to cover our losses and liabilities, it
could adversely affect our reputation and have a material adverse effect on our financial position, results of
operations and/or cash flows.
Pension and medical liabilities and related expenses recorded in our financial statements may fluctuate
significantly depending upon future investment performance of plan assets, changes in actuarial assumptions,
and legislative or other regulatory actions.
A substantial portion of our current and retired employee population is covered by pension and other post-retirement
benefit plans. Defined benefit pension and medical liabilities and related expenses as recorded in our financial
statements are primarily dependent upon future investment performance of plan assets and various assumptions,
including discount rates applied to future payment obligations, mortality assumptions, estimated long-term rates of
return on plan assets, rates of future cost growth and trends for future costs. In addition, funding requirements for
benefit obligations of our pension and other post-retirement benefit plans, including Pension Benefit Guaranty
Corporation premiums for certain of our defined benefit plans, and our health and welfare plans are subject to
legislative and other government regulatory actions.
In accordance with government regulations, pension plan cost recoveries under our U.S. Government contracts may
occur in different periods from when those pension costs are recognized for financial statement purposes or when
pension funding is made. These timing differences could have a material adverse effect on our cash flows. The cost
accounting rules have been revised in order to partially harmonize the measurement and period of assignment of
defined benefit pension plan costs allocable to U.S. Government contracts and the minimum required contribution
under the Employee Retirement Income Security Act of 1974 (ERISA), as amended by the Pension Protection Act
(PPA) of 2006. These rules better align, but do not eliminate, mismatches between ERISA funding requirements and
CAS pension costs for U.S. Government CAS covered contracts.
Future investment performance of plan assets and changes in assumptions associated with our pension and other
post-retirement benefit plans could have a material adverse effect on our financial position, results of operations and/
or cash flows.
Changes in future business conditions could cause business investments and/or recorded goodwill and other
long-lived assets to become impaired, resulting in substantial losses and write-downs that would reduce our
operating income.
Although we currently have significant excess fair value of our reporting units over their respective carrying values,
goodwill accounts for approximately half of our total assets. Market-based inputs to the calculations in our goodwill
impairment test, such as weighted average cost of capital and terminal value (based on market comparisons) could
change significantly from our current assumptions. We continue to monitor the recoverability of the carrying value
of our goodwill and other long-lived assets. Significant write-offs of goodwill or other long-lived assets could have a
material adverse effect on our financial condition and/or results of operations.
We may be unable fully to exploit or adequately to protect intellectual property rights, which could materially
affect our ability to compete, our reputation and our financial position, results of operations and/or cash flows.
To perform on our contracts and to win new business, we depend on our ability to develop, protect and exploit our
intellectual property and also to access the intellectual property of others under reasonable terms. We may not be
able adequately to exploit, protect or access intellectual property and the conduct of our customers, competitors and
suppliers may make it more difficult for us to do so.
We own many forms of intellectual property, including U.S. and foreign patents, trademarks, copyrights and trade
secrets and we license or otherwise obtain access to various intellectual property rights of third parties. The U.S.
Government and certain foreign governments hold licenses or other rights to certain intellectual property that we
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NORTHROP GRUMMAN CORPORATION
develop in performance of government contracts, and may seek to use or authorize others to use such intellectual
property, including in competition with us. Governments have increased certain efforts to assert or obtain more
extensive rights in intellectual property, which could decrease our ability to exploit certain of our intellectual
property rights and to compete. Governments have also declined at times to make intellectual property of others
available to us under acceptable terms.
We also rely significantly upon proprietary technology, information, processes and know-how. We typically seek to
protect this information, including by entering into confidentiality agreements with our employees and other parties
such as consultants and subcontractors. These agreements and other measures may not provide adequate protection
for our trade secrets and other proprietary information. In the event of an infringement of such intellectual property
rights, a breach of a confidentiality agreement or divulgence of proprietary information, we may not have adequate
legal remedies. In addition, our trade secrets or other proprietary information may otherwise become known or be
independently developed by competitors.
In some instances, our ability to seek, win or perform contracts may require us to access and use third party
intellectual property. This may require that the government or our customer is willing and able to provide rights to
such third party intellectual property, or that we are able to negotiate directly to obtain necessary rights on
reasonable terms.
Our intellectual property is subject to challenge, invalidation, misappropriation or circumvention by third parties.
Our use of intellectual property licensed or otherwise obtained from third parties is also subject to challenge.
Litigation to determine the scope of intellectual property rights, even if ultimately successful, could be costly and
could divert management’s attention away from other aspects of our business. Moreover, the laws concerning
intellectual property rights vary among countries and the protection provided to our intellectual property by foreign
laws and courts may not be the same as the remedies available under U.S. law.
If we are unable adequately to exploit our intellectual property rights, to protect our intellectual property rights
against infringement or third party claims, or to obtain rights to intellectual property of others, it could have a
material adverse effect on our reputation, ability to compete for and perform on contracts, financial position, results
of operations and/or cash flows.
Our future success depends, in part, on our ability to develop new products and new technologies and maintain
technologies, facilities and equipment to win new competitions and meet the needs of our customers.
Many of the markets in which we operate are characterized by rapidly changing technologies. The product, program
and service needs of our customers change and evolve regularly. Our success in the competitive defense industry
depends upon our ability to develop technologically advanced, innovative and cost-effective products and services
and market these products and services to our customers in the U.S. and internationally. Our success depends on our
continued access to assured suppliers of important technologies and components. Our success also depends on our
ability to provide the people, technologies, facilities, equipment and financial capacity needed to deliver those
products and services with maximum efficiency. If we fail to maintain our competitive position, we could lose a
significant amount of future business to our competitors, which would negatively impact our ability to generate
favorable financial results and maintain market share.
If we are unable to develop new products and technologies, we may be unable to maintain our competitive position
and our future success could be materially adversely affected.
Unanticipated changes in our tax provisions or exposure to additional tax liabilities could affect our profitability
and cash flow.
We are subject to income and other taxes in the U.S. and foreign jurisdictions. Changes in applicable U.S. or foreign
tax laws and regulations, or their interpretation and application, including the possibility of retroactive effect, could
affect our tax expense and profitability. For example, a change in the U.S. corporate tax rate would result in a
remeasurement of our net deferred tax assets through the income tax provision because our deferred tax assets are
measured at the current statutory tax rate. In addition, the final determination of any tax audits or related litigation
could be materially different from our historical income tax provisions and accruals. Changes in our tax provision or
an increase in our tax liabilities, whether due to changes in applicable law and regulations, the interpretation or
application thereof, changes in the tax rate or a final determination of tax audits or litigation, could have a material
adverse effect on our financial position, results of operations and/or cash flows.
Item 1B. Unresolved Staff Comments
None.
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NORTHROP GRUMMAN CORPORATION
FORWARD-LOOKING STATEMENTS AND PROJECTIONS
This Annual Report on Form 10-K and the information we are incorporating by reference contain statements, other
than statements of historical fact, that constitute “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as “expect,” “intend,” “may,” “could,” “plan,” “project,”
“forecast,” “believe,” “estimate,” “outlook,” “anticipate,” “trends,” “goals” and similar expressions generally
identify these forward-looking statements. Forward-looking statements include, among other things, statements
relating to our future financial condition, results of operations and/or cash flows. Forward-looking statements are
based upon assumptions, expectations, plans and projections that we believe to be reasonable when made, but which
may change over time. These statements are not guarantees of future performance and inherently involve a wide
range of risks and uncertainties that are difficult to predict. Specific risks that could cause actual results to differ
materially from those expressed or implied in these forward-looking statements include, but are not limited to, those
identified under “Risk Factors” and other important factors disclosed in this report and from time to time in our
other filings with the SEC.
You are urged to consider the limitations on, and risks associated with, forward-looking statements and not unduly
rely on the accuracy of forward-looking statements. These forward-looking statements speak only as of the date this
report is first filed or, in the case of any document incorporated by reference, the date of that document. We
undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by applicable law.
Item 2. Properties
At December 31, 2016, we had approximately 34 million square feet of floor space at 442 separate locations,
primarily in the U.S., for manufacturing, warehousing, research and testing, administration and various other uses.
At December 31, 2016, we leased to third parties approximately 260,000 square feet of our owned and leased
facilities.
At December 31, 2016, we had major operations at the following locations:
Aerospace Systems
Azusa, Carson, El Segundo, Manhattan Beach, Mojave, Palmdale, Redondo Beach and San Diego, CA; Melbourne
and St. Augustine, FL; Devens, MA; and Moss Point, MS.
Mission Systems
Huntsville, AL; McClellan, Redondo Beach, San Diego, San Jose, Sunnyvale and Woodland Hills, CA; Aurora and
Colorado Springs, CO; Apopka, FL; Rolling Meadows, IL; Annapolis, Annapolis Junction, Elkridge, Halethorpe,
Linthicum and Sykesville, MD; Bethpage and Williamsville, NY; Beavercreek and Cincinnati, OH; Salt Lake City,
UT; and Chantilly, Charlottesville, Fairfax, McLean and Richmond, VA. Locations outside the U.S. include
Germany, Italy and the United Kingdom.
Technology Services
Sierra Vista, AZ; Warner Robins, GA; Lake Charles, LA; Baltimore, MD; and Chester and Herndon, VA. Locations
outside the U.S. include Australia and France.
Corporate
Falls Church and Lebanon, VA and Irving, TX.
The following is a summary of our floor space at December 31, 2016:
Square feet (in thousands)
Aerospace Systems
Mission Systems
Technology Services
Corporate
Total
Owned
Leased
U.S. Government
Owned/Leased
Total
6,756
8,783
414
657
16,610
6,610
5,583
2,845
444
15,482
2,019
—
1
—
2,020
15,385
14,366
3,260
1,101
34,112
We maintain our properties in good operating condition and believe that the productive capacity of our properties is
adequate to meet current contractual requirements and those for the foreseeable future.
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NORTHROP GRUMMAN CORPORATION
Item 3. Legal Proceedings
We have provided information about certain legal proceedings in which we are involved in Note 10 to the
consolidated financial statements.
We are a party to various investigations, lawsuits, claims and other legal proceedings, including government
investigations and claims, that arise in the ordinary course of our business. These types of matters could result in
fines; penalties; compensatory, treble or other damages; or non-monetary relief. Government regulations also
provide that certain allegations against a contractor may lead to suspension or debarment from future government
contracts or suspension of export privileges for the company or one or more of its components. Suspension or
debarment could have a material adverse effect on the company because of our reliance on government contracts
and authorizations. The nature of legal proceedings is such that we cannot assure the outcome of any particular
matter. However, based on information available to us to date and other than as noted in Note 10 to the consolidated
financial statements, we do not believe that the outcome of any matter currently pending against the company is
likely to have a material adverse effect on the company's consolidated financial position as of December 31, 2016,
its annual results of operations and/or cash flows. For further information on the risks we face from existing and
future investigations, lawsuits, claims and other legal proceedings, please see “Risk Factors.”
Item 4. Mine Safety Disclosures
No information is required in response to this item.
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NORTHROP GRUMMAN CORPORATION
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
PART II
COMMON STOCK
We have 800,000,000 shares authorized at a $1 par value per share, of which 175,068,263 shares and 181,303,083
shares were issued and outstanding as of December 31, 2016 and 2015, respectively.
PREFERRED STOCK
We have 10,000,000 shares authorized at a $1 par value per share, of which no shares were issued and outstanding
as of December 31, 2016 and 2015.
MARKET INFORMATION
Our common stock is listed on the New York Stock Exchange and trades under the symbol NOC.
The following table sets forth, for the periods indicated, the intraday high and low prices of our common stock as
reported in the consolidated reporting system for the New York Stock Exchange Composite Transactions.
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
HOLDERS
2016
Low - High
$175.00 - $200.78
198.75 - 223.42
206.69 - 224.12
212.02 - 253.80
2015
Low - High
$141.58 - $172.30
152.44 - 166.55
152.31 - 176.83
168.26 - 193.99
The approximate number of common stockholders was 24,427 as of January 26, 2017.
DIVIDENDS
Quarterly dividends per common share for the most recent two years are as follows:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Total
2016
2015
$
$
0.80
0.90
0.90
0.90
3.50
$
$
0.70
0.80
0.80
0.80
3.10
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NORTHROP GRUMMAN CORPORATION
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, 2016:
Period
October 1, 2016 - October 28, 2016
October 29, 2016 - November 25, 2016
November 26, 2016 - December 31, 2016
Total
Number
of Shares
Purchased
662,750
464,130
592,600
Average
Price
Paid per
Share(1)
$ 217.46
237.83
237.65
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Approximate Dollar
Value of Shares that
May Yet Be
Purchased under the
Plans or Programs
($ in millions)
662,750
$
464,130
592,600
2,970
2,860
2,719
2,719
Total
1,719,480
$ 229.92
1,719,480
$
(1) Includes commissions paid.
Share repurchases take place from time to time, subject to market conditions and management's discretion, in the
open market or in privately negotiated transactions. The company retires its common stock upon repurchase and, in
the periods presented, has not made any purchases of common stock other than in connection with these publicly
announced repurchase programs.
See Note 2 to the consolidated financial statements for further information on our share repurchase programs.
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NORTHROP GRUMMAN CORPORATION
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
(1) Assumes $100 invested at the close of business on December 31, 2011, in Northrop Grumman
Corporation common stock, Standard & Poor’s (S&P) 500 Index and the S&P Aerospace & Defense
Index.
(2) The cumulative total return assumes reinvestment of dividends.
(3) The S&P Aerospace & Defense Index is comprised of Arconic, Inc., The Boeing Company, General
Dynamics Corporation, L3 Technologies, Inc., Lockheed Martin Corporation, Northrop Grumman
Corporation, Raytheon Company, Rockwell Collins, Inc., Textron, Inc., TransDigm Group and United
Technologies Corporation.
(4) The total return is weighted according to market capitalization of each company at the beginning of each
year.
(5) This graph is not deemed to be filed with the U.S. Securities and Exchange Commission (SEC) or subject
to the liabilities of Section 18 of the Securities and Exchange Act of 1934 (the Exchange Act), and should
not be deemed to be incorporated by reference into any of our prior or subsequent filings under the
Securities Act of 1933 or the Exchange Act.
Item 6. Selected Financial Data
The data presented in the following table is derived from the audited consolidated financial statements and other
information.
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NORTHROP GRUMMAN CORPORATION
SELECTED FINANCIAL DATA
$ in millions, except per share amounts
2016
2015
2014
2013
2012
Year Ended December 31
Sales
U.S. Government(1)
International(2)
Other Customers(3)
Total sales
Operating income
Net earnings
Basic earnings per share
Diluted earnings per share
Cash dividends declared per common share
Year-End Financial Position
Total assets(4)
Notes payable to banks and long-term debt(4)
Other long-term obligations(5)
Financial Metrics
Net cash provided by operating activities
Free cash flow(6)
Other Information
$ 20,573
$ 19,458
$ 20,085
$ 21,278
$ 22,268
3,205
730
3,339
729
3,045
849
2,493
890
2,085
865
24,508
23,526
23,979
24,661
25,218
3,193
2,200
3,076
1,990
$ 12.30
$ 10.51
$
12.19
3.50
10.39
3.10
3,196
2,069
9.91
9.75
2.71
$
3,123
1,952
8.50
8.35
2.38
$
3,130
1,978
7.96
7.81
2.15
$ 25,614
$ 24,424
$ 26,545
$ 26,351
$ 26,527
7,070
7,667
6,496
7,059
5,901
7,520
5,900
4,018
3,919
7,043
$ 2,813
$ 2,162
$ 2,593
$ 2,483
$ 2,640
1,893
1,691
2,032
2,119
2,309
Company-sponsored research and development expenses
$
705
$
712
$
569
$
507
$
520
Total backlog
Square footage at year-end (in thousands)
Number of employees at year-end
45,339
34,112
67,000
35,923
34,392
65,000
38,199
34,264
64,300
37,033
34,500
65,300
40,809
35,053
68,100
(1) Sales to the United States (U.S.) Government include sales from contracts for which we are the prime contractor, as well as
those for which we are a subcontractor and the ultimate customer is the U.S. Government. Each of the company's segments
derives substantial revenue from the U.S. Government.
(2) International sales include sales from contracts for which we are the prime contractor, as well as those for which we are a
subcontractor and the ultimate customer is an international customer. These sales include foreign military sales contracted
through the U.S. Government, direct sales with governments outside the U.S. and commercial sales outside the U.S.
(3) Sales to Other Customers include sales to U.S. state and local governments and commercial sales in the U.S.
(4) Prior year amounts have been reclassified to conform to current year presentation due to our adoption of Accounting Standards
Update 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. As a
result, we now present capitalized debt issuance costs as a reduction in the carrying amount of long-term debt. This change
resulted in a reclassification of other non-current assets to long-term debt, which reduced our previously reported total assets
and total liabilities as of each period end date.
(5) Other long-term obligations include pension and other post-retirement benefit plan liabilities, deferred compensation,
unrecognized tax benefits, environmental liabilities and other long-term obligations.
(6) Free cash flow is a non-GAAP measure defined as net cash provided by operating activities less capital expenditures, and may
not be defined and calculated by other companies in the same manner. We use free cash flow as a key factor in our planning
for, and consideration of, acquisitions, stock repurchases, and the payment of dividends. This measure may be useful to
investors and other users of our financial statements as a supplemental measure of our cash performance, but should not be
considered in isolation, as a measure of residual cash flow available for discretionary purposes, or as an alternative to operating
results presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”
or “FAS”). See “Liquidity and Capital Resources” – “Free Cash Flow” in Management's Discussion and Analysis of Financial
Conditions and Results of Operations (MD&A) for more information on this measure, including a reconciliation of free cash
flow to net cash provided by operating activities.
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NORTHROP GRUMMAN CORPORATION
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
Global Security and Economic Environment
The U.S. and its allies face a global security environment of heightened tensions and instability, threats from state
and non-state actors as well as terrorist organizations, emerging nuclear tensions and diverse regional security
concerns. Global threats persist across all domains, from undersea to space to cyber. The market for defense
products, services and solutions globally continues to be driven by these complex and evolving security challenges,
considered in the broader context of political and socioeconomic priorities.
Global economic growth is expected to remain in the low single digits in 2017, reflecting the impact of and uncertainty
surrounding geopolitical tensions globally and financial market volatility. The global economy may also be affected
by Britain’s exit from the European Union, the impact of which is not known at this time. Global economic conditions
could impact customer purchasing decisions.
U.S. Political and Economic Environment
In the U.S., there is an uncertain political environment with a new Administration and a new Congress. The U.S.
continues to face substantial fiscal and economic challenges, which affect funding for its discretionary and non-
discretionary budgets. Part I of the Budget Control Act of 2011 (Budget Control Act) provided for a reduction in
planned defense budgets by at least $487 billion over a ten year period. Part II mandated substantial additional
reductions, through a process known as “sequestration,” which took effect in March 2013.
On November 2, 2015, the President signed the Bipartisan Budget Act of 2015 (the Budget Act). The Budget Act
raised the debt ceiling until March 2017 and raised the sequester caps imposed by the Budget Control Act by $80
billion, split equally between defense and non-defense discretionary spending in the Government's FY 2016 and FY
2017 ($50 billion in FY 2016 and $30 billion in FY 2017). Sequestration spending caps under the Budget Control
Act could reduce defense spending again in FY 2018.
On December 18, 2015, Congress passed and the President signed the Consolidated Appropriations Act of 2016,
which provided funding for the U.S. Government for FY 2016, providing $1.1 trillion in discretionary funding for
federal agencies through September 2016. The FY 2016 DoD budget was approximately $580 billion (including $58
billion for Overseas Contingency Operations (OCO)), which represented an approximately four percent increase
relative to DoD funding for FY 2015.
On February 9, 2016, the President delivered his FY 2017 budget to Congress. The FY 2017 budget reflected the FY
2017 spending caps established in the Budget Act and requested $583 billion for the DoD’s annual budget, including
$59 billion for OCO. The President signed a continuing resolution in September 2016, which was extended in
December 2016 and provides funding for the U.S. Government at FY 2016 levels through April 28, 2017.
The federal budget and debt ceiling are expected to continue to be the subject of considerable debate, which could
have a significant impact on defense spending broadly and the company's programs in particular. Additionally, both
the incoming Administration and the new Congress have offered plans to reform the federal income tax code, along
with other significant policy initiatives, some of which could have an impact on the company.
For further information on the risks we face from the current political and economic environment, see “Risk
Factors.”
Operating Performance Assessment and Reporting
We manage and assess our business based on our performance on contracts and programs (typically large contracts
or two or more closely-related contracts). We recognize sales from our portfolio of long-term contracts primarily
using the cost-to-cost method of percentage of completion accounting, but in some cases we utilize the units-of-
delivery method of percentage of completion accounting. As a result, sales tend to fluctuate in concert with costs
incurred and units delivered across our large portfolio of contracts. Due to Federal Acquisition Regulation (FAR)
rules that govern our U.S. Government business and related Cost Accounting Standards (CAS), most types of costs
are allocable to U.S. Government contracts. As such, we do not focus on individual cost groupings (such as
manufacturing, engineering and design labor costs, subcontractor costs, material costs, overhead costs and general
and administrative (G&A) costs), as much as we do on total contract cost, which is the key driver of our sales and
operating income.
In evaluating our operating performance, we look primarily at changes in sales and operating income. Where
applicable, significant fluctuations in operating performance attributable to individual contracts or programs, or
changes in a specific cost element across multiple contracts, are described in our analysis. Based on this approach
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NORTHROP GRUMMAN CORPORATION
and the nature of our operations, the discussion of results of operations below first focuses on our three segments
before distinguishing between products and services. Changes in sales are generally described in terms of volume,
deliveries or other indicators of sales activity. Changes in margins are generally described in terms of performance
and contract mix. For purposes of this discussion, volume generally refers to increases or decreases in sales or cost
from production/service activity levels or delivery rates. Performance generally refers to non-volume related
changes in profitability. Contract mix refers to changes in the ratio of contract type, lifecycle, customer or other non-
performance impacts on contract profitability.
CONSOLIDATED OPERATING RESULTS
Selected financial highlights are presented in the table below:
$ in millions, except per share amounts
Sales
Operating costs and expenses
Operating income
Operating margin rate
Federal and foreign income tax expense
Effective income tax rate
Net earnings
Diluted earnings per share
Year Ended December 31
2015
$ 23,526
20,450
3,076
13.1%
800
28.7%
1,990
10.39
2016
$ 24,508
21,315
3,193
13.0%
723
24.7%
2,200
12.19
2014
$ 23,979
20,783
3,196
13.3%
868
29.6%
2,069
9.75
% Change in
2016
2015
4 %
4 %
4 %
(2)%
(2)%
(4)%
(10)%
(8)%
11 %
17 %
(4)%
7 %
Sales
2016 – Sales increased $982 million, or 4 percent, as compared with 2015, primarily due to higher sales at
Aerospace Systems and Mission Systems.
2015 – Sales decreased $453 million, or 2 percent, as compared with 2014, primarily due to lower sales on U.S.
Government contracts across the company, partially offset by an increase in international sales at Aerospace
Systems.
See “Revenue Recognition” in Note 1 to the consolidated financial statements for further information on sales by
customer category.
See “Segment Operating Results” for further information by segment and “Product and Service Analysis” for
product and service detail.
Operating Costs and Expenses and Operating Margin Rate
Operating costs and expenses primarily include labor, material, subcontractor and overhead costs, and are generally
allocated to contracts as incurred. Operating margin rate is defined as operating income as a percentage of sales. In
accordance with industry practice and the regulations that govern cost accounting requirements for government
contracts, most general management and corporate expenses incurred at the segment and corporate locations are
considered allowable and allocable costs. Allowable and allocable G&A costs, including independent research and
development (IR&D) and bid and proposal costs, are allocated on a systematic basis to contracts in progress.
Operating costs and expenses comprise the following:
$ in millions
Product costs
Service costs
G&A
Year Ended December 31
% Change in
2016
2015
2014
2016
2015
$ 11,002
$ 10,333
$ 10,431
7,729
2,584
7,551
2,566
7,947
2,405
6%
2%
1%
4%
(1)%
(5)%
7 %
(2)%
Operating costs and expenses
$ 21,315
$ 20,450
$ 20,783
Operating costs and expenses as a % of sales
G&A as a % of sales
87.0%
10.5%
86.9%
10.9%
86.7%
10.0%
2016 – Operating costs and expenses as a percentage of sales increased slightly in 2016 as compared with 2015,
which reduced our operating margin rate to 13.0 percent from 13.1 percent in the prior year period. The decrease in
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NORTHROP GRUMMAN CORPORATION
operating margin rate was driven by lower segment margin rates, as described in “Segment Operating Results,” and
a $32 million decrease in our net FAS/CAS pension adjustment, partially offset by a $137 million reduction in
unallocated corporate expenses, as described in Note 3 to the consolidated financial statements.
2015 – Operating costs and expenses as a percentage of sales increased in 2015 as compared with 2014, which
reduced our operating margin rate to 13.1 percent from 13.3 percent in the prior year period. The decrease in
operating margin rate was driven by $179 million of lower segment operating income, as described in “Segment
Operating Results,” and $21 million in higher unallocated corporate expenses, partially offset by a $79 million
increase in our net FAS/CAS pension adjustment, as described in Note 3 to the consolidated financial statements.
2016 – G&A as a percentage of sales decreased to 10.5 percent in 2016 from 10.9 percent in 2015, principally due to
higher sales volume.
2015 – G&A as a percentage of sales increased to 10.9 percent in 2015 from 10.0 percent in 2014, principally due to
an increase in IR&D as we continue to invest in future business opportunities.
For further information regarding product and service sales and costs, see the “Product and Service Analysis”
section that follows “Segment Operating Results.”
Operating Income
We define operating income as sales less operating costs and expenses, which includes G&A.
2016 – Operating income increased $117 million, or 4 percent, as compared with 2015, primarily due to a $137
million reduction in unallocated corporate expenses and higher sales volume, partially offset by a $32 million
decrease in our net FAS/CAS pension adjustment and lower segment margin rates.
2015 – Operating income decreased $120 million, or 4 percent, as compared with 2014, primarily due to the lower
sales volume described above and the absence in 2015 of a $75 million benefit realized in 2014 in connection with
agreements reached with the U.S. Government to settle certain claims relating to use of the company's intellectual
property and a terminated program.
Federal and Foreign Income Taxes
2016 – Our effective tax rate for 2016 was 24.7 percent, as compared with 28.7 percent in 2015. The lower rate is
principally due to $85 million of excess tax benefits related to employee share-based payment transactions
recognized in 2016 resulting from the adoption of ASU No. 2016-09, as described in Note 1 to the consolidated
financial statements, a $40 million benefit recognized in connection with resolution of the Internal Revenue Service
(IRS) examination of the company’s 2007-2011 tax returns and a $33 million benefit recognized in connection with
the repatriation of earnings from certain of our foreign subsidiaries described in Note 6 to the consolidated financial
statements. These benefits were partially offset by a $58 million decrease in research credits, which were principally
a result of credits recorded in 2015 that were claimed on our prior year tax returns. While discrete tax benefits in
each year have reduced our effective tax rate below the statutory rate, these items are not indicative of a longer-term
trend. On an ongoing basis (excluding impacts associated with ASU No. 2016-09 and assuming no changes in
federal tax legislation), we expect an effective tax rate of approximately 30 percent due principally to recurring tax
benefits associated with the manufacturing deduction and research credits.
2015 – Our effective tax rate for 2015 was 28.7 percent, as compared with 29.6 percent in 2014. This reduction was
driven by a $76 million increase in research credits primarily resulting from credits claimed on our prior year tax
returns, partially offset by a $51 million benefit recorded in 2014 for the partial resolution of the IRS examination of
our 2007-2009 tax returns.
Net Earnings
2016 – Net earnings for 2016 increased $210 million, or 11 percent, as compared with 2015, primarily due to the
higher operating income and lower effective tax rate discussed above.
2015 – Net earnings for 2015 decreased $79 million, or 4 percent, as compared with 2014, primarily due to lower
operating income and higher interest expense, partially offset by the lower effective tax rate described above.
Diluted Earnings Per Share
2016 – Diluted earnings per share for 2016 increased $1.80, or 17 percent, as compared with 2015. The increase is
primarily due to the 11 percent increase in net earnings discussed above and a 6 percent reduction in weighted-
average shares outstanding resulting from shares repurchased during 2015 and 2016.
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NORTHROP GRUMMAN CORPORATION
2015 – Diluted earnings per share for 2015 increased $0.64, or 7 percent, as compared with 2014. The increase is
primarily due to a 10 percent reduction in weighted-average diluted shares outstanding resulting from shares
repurchased in 2014 and 2015, partially offset by the 4 percent decline in net earnings discussed above.
SEGMENT OPERATING RESULTS
Basis of Presentation
At December 31, 2016, the company was aligned in three operating sectors, which are also our reportable segments:
Aerospace Systems, Mission Systems, and Technology Services. Effective January 1, 2016, the company
streamlined our sectors from four to three as described in Note 3 to the consolidated financial statements. For a more
complete description of each segment’s products and services, see “Business.”
We present our sectors in the following business areas, which are reported in a manner reflecting core capabilities:
Aerospace Systems
Autonomous Systems
Manned Aircraft
Space
Mission Systems
Technology Services
Sensors and Processing
Global Logistics and Modernization
Cyber and ISR
Advanced Defense Services
Advanced Capabilities
System Modernization and Services
This section discusses segment sales, operating income and operating margin rates. A reconciliation of segment
operating income to total operating income is provided below.
Segment Operating Income and Margin Rate
Segment operating income, as reconciled in the Reconciliation of Segment Operating Income to Total Operating
Income table below, is a non-GAAP measure that reflects total earnings from our three segments including allocated
pension expense recognized under CAS, and excluding unallocated corporate items and FAS pension expense. This
measure may be useful to investors and other users of our financial statements as a supplemental measure in
evaluating the financial performance and operational trends of our sectors.
$ in millions
Segment operating income
Segment operating margin rate
Year Ended December 31
% Change in
2016
2015
2014
2016
2015
$
2,935
$
12.0%
$
2,920
12.4%
3,099
12.9%
1%
(6)%
2016 - Segment operating income for 2016 increased $15 million, or 1 percent, as compared with 2015 as a result of
higher sales volume, which more than offset the lower segment operating margin rate. Segment operating margin
rate decreased to 12.0 percent from 12.4 percent in 2015 principally due to a lower segment margin rate at
Aerospace Systems.
2015 - Segment operating income for 2015 decreased $179 million, or 6 percent, as compared with 2014 and
segment operating margin rate decreased to 12.4 percent from 12.9 percent in 2014. The decrease in segment
operating income was principally due to lower sales volume and the absence in 2015 of the $75 million in
settlements described above and a benefit of approximately $45 million from lower 2014 CAS costs due to passage
of the Highway and Transportation Funding Act of 2014 (HATFA). The absence in 2015 of the noted settlements
and HATFA benefits was the primary driver of the lower 2015 operating margin rate.
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NORTHROP GRUMMAN CORPORATION
Reconciliation of Segment Operating Income to Total Operating Income - The table below reconciles segment
operating income to total operating income by including the impact of net FAS/CAS pension adjustments, as well as
unallocated corporate expenses (certain corporate-level expenses, which are not considered allowable or allocable
under applicable CAS or the FAR). See Note 3 to the consolidated financial statements for further information on
the net FAS/CAS pension adjustment and unallocated corporate expenses.
$ in millions
Segment operating income
CAS pension expense
Less: FAS pension expense
Net FAS/CAS pension adjustment
Unallocated corporate expenses
Other
Total operating income
Year Ended December 31
% Change in
2016
2015
2014
2016
2015
$
2,935
$
2,920
$
847
(531)
316
(53)
(5)
3,193
$
703
(355)
348
(190)
(2)
3,076
$
$
3,099
384
(115)
269
(169)
(3)
3,196
1 %
(6)%
20 %
83 %
50 % 209 %
(9)%
29 %
(72)%
150 %
(33)%
12 %
4 %
(4)%
Net EAC Adjustments - We record changes in estimated contract earnings at completion (net EAC adjustments)
using the cumulative catch-up method of accounting. Net EAC adjustments can have a significant effect on reported
sales and operating income and the aggregate amounts are presented in the table below:
$ in millions
Favorable EAC adjustments
Unfavorable EAC adjustments
Net EAC adjustments
Net EAC adjustments by segment are presented in the table below:
Year Ended December 31
2016
2015
2014
765
(271)
494
$
$
924
(344)
580
$
$
922
(258)
664
Year Ended December 31
2016
2015
2014
263
191
69
(29)
494
$
$
352
169
68
(9)
580
$
$
359
295
32
(22)
664
$
$
$
$
Year Ended December 31
% Change in
2016
$ 10,828
1,236
11.4%
$
2015
2014
2016
2015
$
9,940
1,205
12.1%
9,910
1,285
13.0%
9%
3%
— %
(6)%
2016 - Aerospace Systems sales for 2016 increased $888 million, or 9 percent, as compared with 2015. The increase
was due to higher volume on Manned Aircraft and Autonomous Systems programs. Manned Aircraft sales increased
primarily due to higher restricted volume, increased F-35 deliveries and production ramp-up on the E-2D program.
These increases were partially offset by lower B-2 volume and fewer F/A-18 deliveries. Autonomous Systems sales
increased primarily due to higher volume on the Triton and Global Hawk programs, partially offset by ramp-down
of the NATO Alliance Ground Surveillance (AGS) program. Space sales include higher volume on restricted
programs, partially offset by lower volume on the Advanced Extremely High Frequency (AEHF) program.
Operating income for 2016 increased $31 million, or 3 percent, and includes a gain of $45 million associated with
the sale of a property. Higher sales volume and improved performance on Space and Autonomous Systems programs
-27-
$ in millions
Aerospace Systems
Mission Systems
Technology Services
Eliminations
Net EAC adjustments
AEROSPACE SYSTEMS
$ in millions
Sales
Operating income
Operating margin rate
NORTHROP GRUMMAN CORPORATION
were more than offset by lower margins on Manned Aircraft programs, principally due to changes in contract mix
and the timing of risk reductions. Operating margin rate decreased to 11.4 percent from 12.1 percent primarily due to
the lower margins on Manned Aircraft programs, partially offset by improved performance on Space and
Autonomous Systems programs.
2015 - Aerospace Systems sales for 2015 were comparable to the prior year. Sales in 2014 included the $75 million
in settlements described above. Excluding the settlements, sales for 2015 increased $105 million, or 1 percent, as
compared to 2014. The increase is primarily due to higher volume on Autonomous Systems and Space programs,
partially offset by lower volume on Manned Aircraft programs. Autonomous Systems sales reflect higher volume on
a number of programs, including Global Hawk, partially offset by lower volume on the Fire Scout and NATO AGS
programs. Sales in Manned Aircraft declined principally due to fewer F/A-18 deliveries, as that program ramps
down, and lower volume on restricted programs, partially offset by the transition to full rate production on the E-2D
program and increased deliveries on the F-35 program. Space sales include higher volume on restricted programs,
partially offset by lower volume on the AEHF program.
Operating income for 2015 decreased $80 million, or 6 percent, and operating margin rate decreased to 12.1 percent
from 13.0 percent. Lower operating income and margin rate in 2015 were primarily due to the benefits recognized in
2014 associated with the settlements described above.
MISSION SYSTEMS
$ in millions
Sales
Operating income
Operating margin rate
Year Ended December 31
2015
$ 10,674
1,410
13.2%
2016
$ 10,928
1,445
13.2%
2014
$ 11,001
1,557
14.2%
% Change in
2016
2015
2%
2%
(3)%
(9)%
2016 - Mission Systems sales for 2016 increased $254 million, or 2 percent, as compared with 2015 due to higher
volume on Sensors and Processing and Advanced Capabilities programs, partially offset by lower volume on Cyber
and ISR programs. Sensors and Processing sales increased primarily due to higher volume on communications
programs, including the Joint Counter Radio-Controlled Improvised Explosive Device Electronic Warfare program;
increased restricted volume and ramp-up on the G/ATOR program. These increases were partially offset by lower
volume on international programs. Advanced Capabilities sales increased primarily due to higher volume on
restricted, maritime systems and marine systems programs. Cyber and ISR sales reflect lower volume on space
programs.
Operating income for 2016 increased $35 million, or 2 percent, due to the higher sales volume described above and
a $21 million gain associated with the sale of a commercial cyber security product business, partially offset by a $49
million forward loss provision recorded on an Advanced Capabilities program principally due to cost growth for
changes impacting fixed-price options, which may not be fully recovered through additional contract value.
Operating margin rate for 2016 was consistent with the same period in 2015 and reflects improved performance on
Sensors and Processing programs, partially offset by lower margins on Advanced Capabilities programs.
2015 - Mission Systems sales for 2015 decreased $327 million, or 3 percent, as compared with 2014. The decrease
was due to lower volume across the sector. Advanced Capabilities sales decreased primarily due to the impact of in-
theater force reductions, lower volume on the Consolidated Afloat Network and Enterprise Services program and
completion of the Ground Combat Vehicle contract. These decreases were partially offset by higher volume on
marine systems and missile defense programs. The decrease in Cyber and ISR sales is primarily due to lower
volume on restricted programs, partially offset by higher volume on cyber solutions programs. Sensors and
Processing sales decreased primarily due to ramp-down on an international program and lower volume on the
LITENING program. These decreases were partially offset by ramp-up on the G/ATOR program and higher volume
on fixed wing avionics and C4ISR programs.
Operating income for 2015 decreased $147 million, or 9 percent. Operating margin rate decreased to 13.2 percent
from 14.2 percent. Operating income and margin rate for 2015 decreased primarily due to business mix changes,
which resulted in lower volume for mature fixed-price production programs and higher volume for cost-type
development programs, as well as less favorable performance on Sensors and Processing and Advanced Capabilities
programs.
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NORTHROP GRUMMAN CORPORATION
TECHNOLOGY SERVICES
$ in millions
Sales
Operating income
Operating margin rate
Year Ended December 31
2015
2014
2016
$
$
4,825
512
10.6%
$
4,819
514
10.7%
4,902
461
9.4%
% Change in
2016
2015
— %
— %
(2)%
11 %
2016 - Technology Services sales for 2016 were slightly higher than the prior year and reflect higher volume on
System Modernization and Services programs, partially offset by lower volume on Advanced Defense Services and
Global Logistics and Modernization programs. System Modernization and Services sales increased primarily due to
higher volume on U.S. Government health programs. Advanced Defense Services sales declined primarily due to the
completion of several programs in 2015, partially offset by higher volume on the Saudi Arabian Ministry of National
Guard Training Support program (through our interest in a joint venture for which we consolidate the financial
results). Global Logistics and Modernization sales decreased principally due to lower volume on the Intercontinental
Ballistic Missile (ICBM) program, partially offset by higher volume on the KC-10 program. The increase in KC-10
volume is not indicative of a longer-term trend as we expect KC-10 sales will be winding down in 2017 as our
contract nears completion.
Operating income and margin rate for 2016 were comparable to the prior year.
2015 - Technology Services sales for 2015 decreased $83 million, or 2 percent, as compared with 2014. The
decrease is principally due to lower volume on Global Logistics and Modernization and System Modernization and
Services programs. The decrease in Global Logistics and Modernization is mainly due to ramp-down activities on
the ICBM program, partially offset by higher volume on intercompany restricted work. System Modernization and
Services sales reflect lower volume across a number of programs, partially offset by higher volume on the Total
Information Processing Support Services and Social Security Administration IT Support Services programs.
Operating income for 2015 increased $53 million, or 11 percent, and operating margin rate increased to 10.7 percent
from 9.4 percent. The increase in operating income and margin rate in 2015 reflects improved performance, partially
offset by the decline in sales volume described above and lower income from an unconsolidated joint venture than in
the prior year period.
PRODUCT AND SERVICE ANALYSIS
The following table presents product and service sales and operating costs and expenses by segment:
$ in millions
2016
Year Ended December 31
2015
Operating
Costs and
Expenses
Sales
Operating
Costs and
Expenses
Sales
2014
Operating
Costs and
Expenses
Sales
Segment Information:
Aerospace Systems
Product
Service
Mission Systems
Product
Service
Technology Services
Product
Service
Segment Totals
Total Product
Total Service
Intersegment eliminations
Total Segment(1)
$
$
8,868
1,960
$
7,837
1,755
$
7,976
1,964
$
7,025
1,710
$
7,970
1,940
6,471
4,457
320
4,505
5,588
3,895
292
4,021
6,448
4,226
358
4,461
5,532
3,732
339
3,966
6,505
4,496
329
4,573
6,906
1,719
5,478
3,966
356
4,085
$
15,659
10,922
(2,073)
$ 13,717
9,671
(1,815)
$
$
14,782
10,651
(1,907)
$
12,896
9,408
(1,698)
$
14,804
11,009
(1,834)
12,740
9,770
(1,630)
$
24,508
$
21,573
$
23,526
$
20,606
$
23,979
$
20,880
(1) A reconciliation of segment operating income to total operating income, is included in “Segment Operating Results.”
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NORTHROP GRUMMAN CORPORATION
Product Sales and Costs
2016 - Product sales for 2016 increased $877 million, or 6 percent, as compared with 2015. The increase was
primarily driven by higher product sales at Aerospace Systems due to higher restricted volume, increased F-35
deliveries and production ramp-up on the E-2D program.
Product costs for 2016 increased $821 million, or 6 percent, as compared to 2015, consistent with the change in
product sales described above.
2015 - Product sales for 2015 were comparable with 2014. Sales in 2014 included the $75 million in settlements at
Aerospace Systems as described above and sales in 2015 reflect lower product sales at Mission Systems and higher
product sales at Technology Services. The decrease at Mission Systems was primarily due to ramp-down on an
international program and lower product sales on certain Cyber and ISR programs, partially offset by higher F-35
volume. The increase at Technology Services was primarily due to higher volume on intercompany restricted work.
Product costs for 2015 increased $156 million, or 1 percent, as compared to 2014. The increase was primarily due to
higher product costs at Aerospace Systems and Mission Systems due to lower performance and changes in business
mix.
Service Sales and Costs
2016 - Service sales for 2016 increased $271 million, or 3 percent, as compared with 2015. The increase was
primarily driven by higher volume on several Cyber and ISR and Sensors and Processing service programs at
Mission Systems.
Service costs for 2016 increased $263 million, or 3 percent, as compared with 2015, consistent with the change in
service sales described above and reflects higher service margins at Mission Systems, partially offset by lower
service margins at Aerospace Systems.
2015 - Service sales for 2015 decreased $358 million, or 3 percent, as compared with 2014. The decrease was
primarily due to lower service sales at Mission Systems and Technology Services. The decrease at Mission Systems
was primarily due to lower volume on certain Advanced Capabilities and unmanned aircraft systems programs,
including the impact of in-theater force reductions. The decrease at Technology Services was primarily due to lower
service sales on certain SMS programs.
Service costs for 2015 decreased $362 million, or 4 percent, as compared with 2014, consistent with the change in
service sales described above.
BACKLOG
Total backlog includes both funded backlog (firm orders for which funding is authorized and appropriated) and
unfunded backlog. Unexercised contract options and indefinite delivery indefinite quantity (IDIQ) contracts are not
included in backlog until the time the option or IDIQ task order is exercised or awarded. For multi-year service
contracts with non-U.S. Government customers having no stated contract values, backlog includes only the amounts
committed by the customer. Backlog is converted into sales as costs are incurred or deliveries are made.
Backlog consisted of the following at December 31, 2016 and 2015:
$ in millions
Aerospace Systems
Mission Systems
Technology Services
Total backlog
2016
Funded
9,419
9,301
3,446
22,166
$
$
Unfunded
17,891
$
4,414
868
23,173
$
Total
Backlog
27,310
$
13,715
4,314
45,339
$
2015
Total
Backlog
18,014
$
13,254
4,655
35,923
$
% Change
in 2016
52 %
3 %
(7)%
26 %
Approximately $18.2 billion of the $45.3 billion total backlog at December 31, 2016 is expected to be converted into
sales in 2017.
LIQUIDITY AND CAPITAL RESOURCES
We endeavor to ensure the most efficient conversion of operating income into cash for deployment in our business
and to maximize shareholder value through cash deployment activities. In addition to our cash position, we use
various financial measures to assist in capital deployment decision-making, including cash provided by operating
activities and free cash flow, a non-GAAP measure described in more detail below.
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NORTHROP GRUMMAN CORPORATION
As of December 31, 2016, we had cash and cash equivalents of $2.5 billion, of which $182 million was held outside
of the U.S. by foreign subsidiaries. Cash and cash equivalents and cash generated from operating activities,
supplemented by borrowings under credit facilities and/or in the capital markets, if needed, are expected to be
sufficient to fund our operations for at least the next 12 months. Capital expenditure commitments were $657
million at December 31, 2016, and are expected to be paid with cash on hand.
Operating Cash Flow
The table below summarizes the key components of cash flow provided by operating activities:
$ in millions
Net earnings
Non-cash items(1)
Changes in assets and liabilities:
Trade working capital
Retiree benefits
Other, net
Net cash provided by operating activities
Year Ended December 31
2015
2014
2016
$
$
$
2,200
585
$
1,990
1,035
2,069
731
(240)
393
(125)
2,813
$
(564)
(263)
(36)
2,162
$
(121)
(17)
(69)
2,593
(1) Includes depreciation and amortization, stock based compensation expense (including related excess tax benefits in 2015 and
2014) and deferred income taxes.
2016 – Net cash provided by operating activities for 2016 increased by $651 million, or 30 percent, as compared
with 2015, principally due to a $500 million voluntary pre-tax pension contribution ($325 million after-tax) made in
the first quarter of 2015, changes in trade working capital and an increase in net earnings during 2016, partially
offset by an increase in net income tax payments.
2015 – Net cash provided by operating activities for 2015 decreased by $431 million, or 17 percent, as compared
with 2014, principally due to changes in trade working capital and a $500 million voluntary pre-tax pension
contribution ($325 million after-tax) made in the first quarter of 2015, partially offset by lower net tax payments.
Free Cash Flow
Free cash flow, as reconciled in the table below, is a non-GAAP measure defined as net cash provided by operating
activities less capital expenditures, and may not be defined and calculated by other companies in the same manner.
We use free cash flow as a key factor in our planning for, and consideration of, acquisitions, stock repurchases, and
the payment of dividends. This measure may be useful to investors and other users of our financial statements as a
supplemental measure of our cash performance, but should not be considered in isolation, as a measure of residual
cash flow available for discretionary purposes, or as an alternative to operating results presented in accordance with
U.S. GAAP.
The table below reconciles net cash provided by operating activities to free cash flow:
$ in millions
Net cash provided by operating activities
Less: Capital expenditures
Free cash flow
Year Ended December 31
2016
2014
2015
$ 2,813
$ 2,593
$ 2,162
(920)
(561)
(471)
$ 1,893
$ 2,032
$ 1,691
% Change in
2016
2015
30% (17)%
95% (16)%
12% (17)%
2016 – Free cash flow for 2016 increased $202 million, or 12 percent, as compared with 2015. The increase was
principally driven by the higher net cash provided by operating activities described above, partially offset by higher
capital expenditures in 2016 reflecting $239 million for the purchase of facilities previously leased by Mission
Systems and increased capital investment at Aerospace Systems.
2015 – Free cash flow for 2015 decreased $341 million, or 17 percent, as compared with 2014. The decrease was
principally driven by the lower net cash provided by operating activities described above, partially offset by a
reduction in capital expenditures.
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NORTHROP GRUMMAN CORPORATION
Investing Cash Flow
2016 - Net cash used in investing activities for 2016 increased $374 million, or 87 percent, as compared with 2015.
The increase was principally due to the higher capital expenditures described above, partially offset by proceeds
from the sale of a property at Aerospace Systems and the sale of a commercial cyber security business at Mission
Systems.
2015 - Net cash used in investing activities for 2015 decreased $214 million, or 33 percent, as compared with 2014.
The decrease was principally due to lower capital expenditures and the 2014 acquisition of Qantas Defence Services
Pty Limited.
Financing Cash Flow
2016 - Net cash used in financing activities during 2016 decreased $1.5 billion, or 45 percent, as compared with
2015, principally due to $1.6 billion lower share repurchases, $149 million higher net proceeds from the issuance of
long-term debt and $135 million of borrowings under our credit facilities, partially offset by $321 million in debt
repayments.
2015 - Net cash used in financing activities during 2015 was comparable with the prior year period and reflects an
increase in share repurchases and dividends, offset by $600 million of net proceeds from our issuance of unsecured
senior notes in 2015.
Credit Facilities and Unsecured Senior Notes - In December 2016, the company issued $750 million of unsecured
senior notes and used a portion of the net proceeds to fund redemption of $200 million of the company's existing
debt. We expect to use the remaining net proceeds from this offering for general corporate purposes, including
potential pension plan funding and working capital. See Note 9 to the consolidated financial statements for further
information on our credit facilities and unsecured senior notes.
Financial Arrangements - See Note 11 to the consolidated financial statements for further information on our use of
standby letters of credit and guarantees.
Other Sources of Capital - We believe we can obtain additional capital, if necessary for long-term liquidity, from
such sources 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.
Share Repurchases - See Note 2 to the consolidated financial statements for further information on our share
repurchase programs.
Contractual Obligations
At December 31, 2016, we had contractual commitments to repay debt with interest, make payments under
operating leases, settle obligations related to agreements to purchase goods and services and make payments on
various other liabilities. Payments due under these obligations and commitments, and the estimated timing of those
payments, are as follows:
$
$
Total
2017
2018-
2019
2020-
2021
2022 and
beyond
$ in millions
Long-term debt
Interest payments on long-term debt
Operating leases
Purchase obligations(1)
Other long-term liabilities(2)
Total contractual obligations
4,831
2,649
160
70
321
8,031
(1) A “purchase obligation” is defined as an agreement to purchase goods or services that is enforceable and legally binding on us
and that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum, or variable
price provisions; and the approximate timing of the transaction. These amounts are primarily comprised of open purchase order
commitments to suppliers and subcontractors pertaining to funded contracts.
7,097
4,039
892
8,748
1,096
21,872
1,420
585
317
2,398
342
5,062
834
509
158
1,271
144
2,916
12
296
257
5,009
289
5,863
$
$
$
$
$
$
$
$
(2) Other long-term liabilities, including their current portions, primarily consist of total accrued environmental reserves, deferred
compensation and other miscellaneous liabilities, of which $119 million is related to environmental reserves recorded in other
current liabilities. It excludes obligations for uncertain tax positions of $142 million, as the timing of such payments, if any,
cannot be reasonably estimated.
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NORTHROP GRUMMAN CORPORATION
The table above excludes estimated minimum funding requirements for retirement and other post-retirement benefit
plans, as set forth by the Employee Retirement Income Security Act, as amended (ERISA). For further information
about future minimum contributions for these plans, see Note 12 to the consolidated financial statements. Further
details regarding long-term debt and operating leases can be found in Notes 9 and 11, respectively, to the
consolidated financial statements.
CRITICAL ACCOUNTING POLICIES, ESTIMATES, AND JUDGMENTS
Our consolidated financial statements are based on U.S. GAAP, which require us to make estimates and assumptions
about future events that affect the amounts reported in our consolidated financial statements. We employ judgment
in making our estimates in consideration of historical experience, currently available information and various other
assumptions that we believe to be reasonable under the circumstances. Actual results could differ from our estimates
and assumptions, and any such differences could be material to our consolidated financial statements. We believe the
following accounting policies are critical to the understanding of our consolidated financial statements and require
the use of significant management judgment in their application. For a summary of our significant accounting
policies, see Note 1 to the consolidated financial statements.
Revenue Recognition
Due to the long-term nature of our contracts, we generally recognize revenue using the percentage-of-completion
method of accounting as work on our contracts progresses, which requires us to make reasonably dependable
estimates regarding the design, manufacture and delivery of our products and services. In accounting for these
contracts, we utilize either the cost-to-cost or the units-of-delivery method of percentage-of-completion accounting,
with cost-to-cost being the predominant method.
Contract sales may include estimated amounts not contractually agreed to or yet funded by the customer, including
cost or performance incentives (such as award and incentive fees), un-priced change orders, contract claims and
requests for equitable adjustment (REAs). Further, as contracts are performed, change orders can be a regular
occurrence and may be un-priced until negotiated with the customer. Un-priced change orders, contract claims
(including change orders unapproved as to both scope and price) and REAs are included in estimated contract sales
when management believes it is probable the un-priced change order, claim and/or REA will result in additional
contract revenue and the amount can be reliably estimated based on the facts and circumstances known to us at the
time.
Our cost estimation process is based on the professional knowledge of our engineering, program management and
financial professionals, and draws on their significant experience and judgment. We prepare EACs for our contracts
and calculate an estimated contract operating margin based on estimated contract sales and cost. Since contract costs
are typically incurred over a period of several years, estimation of these costs requires the use of judgment. Factors
considered in estimating the cost of the work to be completed include our historical performance, the availability,
productivity and cost of labor, the nature and complexity of work to be performed, the effect of change orders,
availability and cost of materials, components and subcontracts, the effect of any delays in performance and the
level of indirect cost allocations.
We generally review and reassess our sales, cost and profit estimates for each significant contract at least annually or
more frequently as determined by the occurrence of events, changes in circumstances and evaluations of contract
performance to reflect the latest reliable information available. Changes in estimates of contract sales and cost are
frequent. The company performs on a broad portfolio of long-term contracts, including the development of complex
and customized military platforms and systems, as well as advanced electronic equipment and software, that often
include technology at the forefront of science. Changes in estimates occur for a variety of reasons, including changes
in contract scope, the resolution of risk at lower or higher cost than anticipated, unanticipated risks affecting contract
costs, performance issues with our subcontractors or suppliers, changes in indirect cost allocations, such as overhead
and G&A costs, and changes in estimated award and incentive fees. Identified risks typically include technical,
schedule and/or performance risk based on our evaluation of the contract effort. Similarly, the changes in estimates
may include identified opportunities for operating margin improvement.
For the impacts of changes in estimates on our consolidated statement of earnings and comprehensive income (loss),
see “Consolidated Operating Results” and Note 1 to the consolidated financial statements.
Retirement Benefits
Overview – The determination of projected benefit obligations and the fair value of plan assets for our pension and
other post-retirement plans requires the use of estimates and actuarial assumptions. We perform an annual review of
our actuarial assumptions in consultation with our actuaries. As we determine changes in the assumptions are
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NORTHROP GRUMMAN CORPORATION
warranted, or as a result of plan amendments, future pension and other post-retirement benefit expense and our
projected benefit obligation could increase or decrease. The principal estimates and assumptions that have a
significant effect on our consolidated financial position and annual results of operations are the discount rate, cash
balance crediting rate, expected long-term rate of return on plan assets, estimated fair market value of plan assets,
and mortality rate of those covered by our pension and other post-retirement benefit plans.
Discount Rate – The discount rate represents the interest rate that is used to determine the present value of future
cash flows currently expected to be required to settle our pension and other post-retirement benefit obligations. The
discount rate is generally based on the yield of high-quality corporate fixed-income investments. At the end of each
year, we determine the discount rate using a theoretical bond portfolio model of bonds rated AA or better to match
the notional cash outflows related to projected benefit payments for each of our significant benefit plans. Taking into
consideration the factors noted above, our weighted-average composite pension discount rate was 4.19 percent at
December 31, 2016, and 4.53 percent at December 31, 2015.
The effects of a hypothetical change in the discount rate may be nonlinear and asymmetrical for future years as the
discount rate changes and the accounting corridor is applied. The accounting corridor is a defined range within
which amortization of net gains and losses is not required and is equal to 10 percent of the greater of plan assets or
benefit obligations. Holding all other assumptions constant, an increase or decrease of 25 basis points in the
December 31, 2016 discount rate assumption would have the following estimated effects on 2016 pension and other
post-retirement benefit obligations and 2017 expected pension and other post-retirement expense:
$ increase/(decrease) in millions
Pension expense
Other post-retirement benefit expense
Pension obligation
Other post-retirement benefit obligation
25 Basis Point
Decrease in
Rate
25 Basis Point
Increase in
Rate
$
$
96
1
1,027
56
(92)
(1)
(974)
(53)
Cash Balance Crediting Rate - A portion of the company’s pension obligation and resulting pension expense is
based on a cash balance formula, where participants’ hypothetical account balances are accumulated over time with
pay-based credits and interest. Interest is credited monthly using the 30-Year Treasury bond rate. The interest
crediting rate is part of the cash balance formula and independent of actual pension investment earnings. The cash
balance crediting rate tends to move in concert with the discount rate but has an offsetting effect on pension benefit
obligations and pension expense in comparison to the discount rate. Although current 30-Year Treasury bond rates
are near historically low levels, we expect such bond rates to rise in the future. The cash balance crediting rate
assumption has therefore been set to its current level of 3.1 percent as of December 31, 2016, growing to 3.6 percent
by 2022. Holding all other assumptions constant, an increase or decrease of 25 basis points in the December 31,
2016 cash balance crediting rate assumption would have the following estimated effects on 2016 pension benefit
obligations and 2017 expected pension expense:
$ increase/(decrease) in millions
Pension expense
Pension obligation
25 Basis Point
Decrease in
Rate
25 Basis Point
Increase in
Rate
$
(26) $
(132)
27
134
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NORTHROP GRUMMAN CORPORATION
Expected Long-Term Rate of Return on Plan Assets – The expected long-term rate of return on plan assets (EROA)
assumption reflects the average rate of net earnings we expect on current and future benefit plan investments. EROA
is a long-term assumption, which we review annually and adjust to reflect changes in our long-term view of
expected market returns and/or significant changes in our plan asset investment policy. Due to the inherent
uncertainty of this assumption, we consider multiple data points at the measurement date including historical asset
returns, the plan’s target asset allocation, and third party projection models of expected long-term returns for each of
the plans’ strategic asset classes. In addition to the data points themselves, we consider trends in the data points,
including changes from the prior measurement date. The EROA assumptions we use for pension benefits are
consistent with those used for other post-retirement benefits; however, we reduce the EROA for other post-
retirement benefit plans to allow for the impact of tax on investment earnings, as certain Voluntary Employee
Beneficiary Association (VEBA) trusts are taxable.
While historical market returns are not necessarily predictive of future market returns, given our long history of plan
performance supported by the stability in our investment mix, investment managers, and active asset management,
we believe our actual historical performance is a reasonable metric to consider when developing our EROA. Our
average annual rate of return from 1976 to 2016 is 11.1 percent and our 20-year rolling average rate of return is 8.2
percent, each determined on an arithmetic basis. Our 2016 asset returns were approximately 7.7 percent.
With regard to the company's investment policy, during 2016, the Benefit Plans Investment Committee reviewed and
re-affirmed the major asset class allocations. Our asset allocation is approximately 45% equities, 35% fixed-income
and 20% alternatives and we are not currently contemplating significant changes to that investment mix. For further
information on plan asset investments, see Note 12 to the consolidated financial statements.
Consistent with our past practice, we obtained long-term capital market forecasting models from several third parties
and, using our target asset allocation, developed an expected rate of return on plan assets from each model. We
considered not only the specific returns projected by those third party models, but also changes in the models year-
to-year when developing our EROA.
For determining FAS expense in 2016 and 2015, we assumed an expected long-term rate of return on pension plan
assets of 8.0 percent for both 2016 and 2015 and an expected long-term rate of return on other post-retirement
benefit plan assets of 7.7 percent and 7.6 percent, respectively. For 2017 FAS expense, we have assumed an
expected long-term rate of return on pension plan assets of 8.0 percent and 7.7 percent on other post-retirement
benefit plans. Holding all other assumptions constant, an increase or decrease of 25 basis points in our December 31,
2016 EROA assumption would have the following estimated effects on 2017 pension and other post-retirement
benefit expense:
$ increase/(decrease) in millions
Pension expense
Other post-retirement benefit expense
25 Basis Point
Decrease
25 Basis Point
Increase
$
$
59
3
(59)
(3)
Estimated Fair Market Value of Plan Assets – For certain plan assets where the fair market value is not readily
determinable, such as real estate, private equity, hedge funds and opportunistic investments, estimates of fair value
are determined using the best information available. Estimated fair values on these plan assets are based on
redemption values and net asset values, as well as valuation methodologies that include third party appraisals,
comparable transactions, discounted cash flow valuation models and public market data.
Mortality Rate – Mortality assumptions are used to estimate life expectancies of plan participants. In October 2014,
the Society of Actuaries (SOA) issued updated mortality tables and a mortality improvement scale, which reflected
longer life expectancies than previously projected. In October 2015, the SOA issued an updated mortality
improvement scale which further refined the previous scale based on additional data and which generally contained
lower mortality improvement projections. In October 2016, the SOA issued another updated mortality improvement
scale which generally contained lower mortality improvement projections than the prior scales. In consideration of
this information, we studied our historical mortality experience and developed an expectation for continued future
mortality improvements based on the most recent SOA table, but with a long-term improvement rate of 0.75%
versus 1.0% assumed by the SOA. Based on this data, we updated the mortality assumptions used in calculating our
pension and post-retirement benefit obligations recognized at December 31, 2016, and the amounts estimated for our
2017 pension and post-retirement benefit expense.
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NORTHROP GRUMMAN CORPORATION
For further information regarding our pension and post-retirement benefits, see “Risk Factors” and Note 12 to the
consolidated financial statements.
Litigation, Commitments and Contingencies
We are subject to a range of claims, disputes, investigations, lawsuits, overhead cost claims, environmental matters,
income tax matters and administrative proceedings that arise in the ordinary course of business. Estimating liabilities
and costs associated with these matters requires judgment based upon the professional knowledge and experience of
management. We determine whether to record a reserve and, if so, what amount based on consideration of the facts
and circumstances of each matter as then known to us. Determinations regarding whether to record a reserve and, if
so, of what amount, reflect management's assessment regarding what is likely to occur; they do not necessarily
reflect what management believes should occur. The ultimate resolution of any such exposure to us may vary
materially from earlier estimates as further facts and circumstances develop or become known to us.
Environmental Matters - We are subject to environmental laws and regulations in the jurisdictions in which we do or
have done business. Factors that could result in changes to the assessment of probability, range of reasonably
estimated costs and environmental accruals include: modification of planned remedial actions; changes in the
estimated time required to conduct remedial actions; discovery of more or less extensive (or different) contamination
than anticipated; information regarding the potential causes and effects of contamination; results of efforts to involve
other responsible parties; financial capabilities of other responsible parties; changes in laws and regulations, their
interpretation or application; contractual obligations affecting remediation or responsibilities; and improvements in
remediation technology.
For further information on litigation, commitments and contingencies, see “Risk Factors” and Note 1, Note 10 and
Note 11 to the consolidated financial statements.
Goodwill
Overview – We allocate the purchase price of acquired businesses to the underlying tangible and intangible assets
acquired and liabilities assumed based upon their respective fair values, with the excess recorded as goodwill. Such
fair value assessments require judgments and estimates that can be affected by contract performance and other
factors over time, which may cause final amounts to differ materially from original estimates. Adjustments to the
fair value of purchased assets and liabilities after the initial measurement period are recognized in net earnings.
Impairment Testing – We test for impairment of goodwill annually at each of our reporting units, which comprise
our operating segments. The results of our annual goodwill impairment tests as of December 31, 2016 and 2015,
respectively, indicated that the estimated fair value of each reporting unit substantially exceeded its respective
carrying value. There were no impairment charges recorded in the years ended December 31, 2016, 2015 and 2014.
In addition to performing an annual goodwill impairment test, we may perform an interim impairment test if events
occur or circumstances change that suggest goodwill in any of our reporting units may be impaired. Such indicators
may include, but are not limited to, the loss of significant business, significant reductions in federal government
appropriations or other significant adverse changes in industry or market conditions.
When testing goodwill for impairment, we compare the fair values of each of our reporting units to their respective
carrying values. To determine the fair value of our reporting units, we primarily use the income approach based on
the cash flows that the reporting unit expects to generate in the future, consistent with our operating plans. This
income valuation method requires management to project sales, operating expenses, working capital, capital
spending and cash flows for the reporting units over a multi-year period, as well as to determine the weighted-
average cost of capital (WACC) used as a discount rate and terminal value assumptions. The WACC takes into
account the relative weights of each component of our consolidated capital structure (equity and debt) and represents
the expected cost of new capital adjusted as appropriate to consider lower risk profiles associated with longer-term
contracts and barriers to market entry. The terminal value assumptions are applied to the final year of the discounted
cash flow model. We use industry multiples (including relevant control premiums) of operating earnings to
corroborate the fair values of our reporting units determined under the market valuation method of the income
approach.
Impairment assessment inherently involves management judgments as to assumptions about expected future cash
flows and the impact of market conditions on those assumptions. Due to the many variables inherent in the
estimation of a business’ fair value and the relative size of our recorded goodwill, differences in assumptions may
have a material effect on the results of our impairment analysis.
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NORTHROP GRUMMAN CORPORATION
OTHER MATTERS
Off-Balance Sheet Arrangements
As of December 31, 2016, we had no significant off-balance sheet arrangements other than operating leases. For a
description of our operating leases, see Note 11 to the consolidated financial statements.
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NORTHROP GRUMMAN CORPORATION
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
EQUITY 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 $330 million at December 31, 2016. These securities are exposed to market volatilities, changes
in price and interest rates.
INTEREST RATE RISK
We are exposed to interest rate risk on variable-rate short-term borrowings under our credit facilities for which there
was £110 million (the equivalent of approximately $135 million as of December 31, 2016) outstanding at
December 31, 2016. At December 31, 2016, we have $7.1 billion of long-term debt, primarily consisting of fixed-
rate debt, with a fair value of approximately $7.6 billion. The terms of our fixed-rate debt obligations do not
generally allow investors to demand payment of these obligations prior to maturity. Therefore, we do not have
significant exposure to interest rate risk for our fixed-rate debt; however, we do have exposure to fair value risk if
we repurchase or exchange long-term debt prior to maturity.
FOREIGN CURRENCY RISK
In certain circumstances, we are exposed to foreign currency risk. We enter into foreign currency forward contracts
to manage a portion of the exchange rate risk related to receipts from customers and payments to suppliers
denominated in foreign currencies. We do not hold or issue derivative financial instruments for trading purposes. At
December 31, 2016, foreign currency forward contracts with a notional amount of $147 million were outstanding. At
December 31, 2016, a 10 percent unfavorable foreign exchange rate movement would not have a material impact on
our consolidated financial position, annual results of operations and/or cash flows.
INFLATION RISK
We have generally been able to anticipate increases in costs when pricing our contracts. Bids for longer-term firm
fixed-price contracts typically include assumptions for labor and other cost escalations in amounts that historically
have been sufficient to cover cost increases over the period of performance.
-38-
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED 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, 2016 and 2015, and the related consolidated statements of
earnings and comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the three
years in the period ended December 31, 2016. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of
Northrop Grumman Corporation and subsidiaries at December 31, 2016 and 2015, and the results of their operations
and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with
accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the Company’s internal control over financial reporting as of December 31, 2016, based on the criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated January 30, 2017 expressed an unqualified opinion
on the Company’s internal control over financial reporting.
/s/
Deloitte & Touche LLP
McLean, Virginia
January 30, 2017
-39-
NORTHROP GRUMMAN CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (LOSS)
$ in millions, except per share amounts
Sales
Product
Service
Total sales
Operating costs and expenses
Product
Service
General and administrative expenses
Operating income
Other (expense) income
Interest expense
Other, net
Earnings before income taxes
Federal and foreign income tax expense
Net earnings
Basic earnings per share
Weighted-average common shares outstanding, in millions
Diluted earnings per share
Weighted-average diluted shares outstanding, in millions
Net earnings (from above)
Other comprehensive (loss) income
Year Ended December 31
2015
2014
2016
$ 14,738
9,770
24,508
$ 13,966
9,560
23,526
$ 14,015
9,964
23,979
11,002
7,729
2,584
3,193
10,333
7,551
2,566
3,076
10,431
7,947
2,405
3,196
(301)
31
2,923
723
2,200
12.30
178.9
12.19
180.5
$
$
$
(301)
15
2,790
800
1,990
10.51
189.4
10.39
191.6
$
$
$
(282)
23
2,937
868
2,069
9.91
208.8
9.75
212.1
$
$
$
$
2,200
$
1,990
$
2,069
Change in unamortized benefit plan costs, net of tax benefit (expense)
of $89 in 2016, ($45) in 2015 and $1,423 in 2014
Change in cumulative translation adjustment
Other, net
Other comprehensive (loss) income, net of tax
Comprehensive income (loss)
(175)
(50)
(1)
(226)
1,974
$
75
(41)
2
36
2,026
(2,316)
(59)
3
(2,372)
(303)
$
$
The accompanying notes are an integral part of these consolidated financial statements.
-40-
NORTHROP GRUMMAN CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
$ in millions
Assets
Cash and cash equivalents
Accounts receivable, net
Inventoried costs, net
Prepaid expenses and other current assets
Total current assets
Property, plant and equipment, net of accumulated depreciation of $4,831 in 2016 and
$4,849 in 2015
Goodwill
Deferred tax assets
Other non-current assets
Total assets
Liabilities
Trade accounts payable
Accrued employee compensation
Advance payments and amounts in excess of costs incurred
Other current liabilities
Total current liabilities
Long-term debt, net of current portion of $12 in 2016 and $110 in 2015
Pension and other post-retirement benefit plan liabilities
Other non-current liabilities
Total liabilities
Commitments and contingencies (Note 11)
Shareholders’ equity
December 31
2016
2015
$
2,541
3,299
816
200
6,856
3,588
12,450
1,462
1,258
$ 25,614
$
1,554
1,342
1,471
1,263
5,630
7,058
6,818
849
20,355
$
2,319
2,841
807
367
6,334
3,064
12,460
1,409
1,157
$ 24,424
$
1,282
1,195
1,537
1,443
5,457
6,386
6,172
887
18,902
Preferred stock, $1 par value; 10,000,000 shares authorized; no shares issued and
outstanding
Common stock, $1 par value; 800,000,000 shares authorized; issued and outstanding:
2016—175,068,263 and 2015—181,303,083
Retained earnings
Accumulated other comprehensive loss
Total shareholders’ equity
Total liabilities and shareholders’ equity
—
—
175
10,630
(5,546)
5,259
$ 25,614
181
10,661
(5,320)
5,522
$ 24,424
The accompanying notes are an integral part of these consolidated financial statements.
-41-
NORTHROP GRUMMAN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
$ in millions
Operating activities
Net earnings
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization
Stock-based compensation
Excess tax benefits from stock-based compensation
Deferred income taxes
Changes in assets and liabilities:
Accounts receivable, net
Inventoried costs, net
Prepaid expenses and other assets
Accounts payable and other liabilities
Income taxes payable
Retiree benefits
Other, net
Net cash provided by operating activities
Investing activities
Capital expenditures
Other, net
Net cash used in investing activities
Financing activities
Common stock repurchases
Net proceeds from issuance of long-term debt
Payments of long-term debt
Cash dividends paid
Payments of employee taxes withheld from share-based awards
Net proceeds from credit facilities
Other, net
Net cash used in financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Year Ended December 31
2015
2014
2016
$
2,200
$
1,990
$
2,069
456
93
—
36
(461)
(15)
(110)
198
148
393
(125)
2,813
(920)
115
(805)
(1,547)
749
(321)
(640)
(153)
135
(9)
(1,786)
222
2,319
2,541
$
467
99
(103)
572
(30)
(80)
43
(632)
135
(263)
(36)
2,162
(471)
40
(431)
(3,182)
600
—
(603)
(186)
—
96
(3,275)
(1,544)
3,863
2,319
$
462
134
(81)
216
(105)
(24)
13
(89)
84
(17)
(69)
2,593
(561)
(84)
(645)
(2,668)
—
—
(563)
(127)
—
123
(3,235)
(1,287)
5,150
3,863
$
The accompanying notes are an integral part of these consolidated financial statements.
-42-
NORTHROP GRUMMAN CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
$ in millions, except per share amounts
Common stock
Beginning of year
Common stock repurchased
Shares issued for employee stock awards and options
End of year
Paid-in capital
Beginning of year
Common stock repurchased
Stock compensation
Other
End of year
Retained earnings
Beginning of year
Common stock repurchased
Net earnings
Dividends declared
Stock compensation
End of year
Accumulated other comprehensive loss
Beginning of year
Other comprehensive (loss) income, net of tax
End of year
Total shareholders’ equity
Cash dividends declared per share
Year Ended December 31
2015
2014
2016
$
$
$
181
(7)
1
175
—
—
—
—
—
10,661
(1,548)
2,200
(633)
(50)
10,630
(5,320)
(226)
(5,546)
5,259
3.50
$
$
$
199
(19)
1
181
—
—
—
—
—
12,392
(3,154)
1,990
(596)
29
10,661
(5,356)
36
(5,320)
5,522
3.10
$
$
$
218
(21)
2
199
848
(999)
139
12
—
12,538
(1,637)
2,069
(578)
—
12,392
(2,984)
(2,372)
(5,356)
7,235
2.71
The accompanying notes are an integral part of these consolidated financial statements.
-43-
NORTHROP GRUMMAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Northrop Grumman Corporation (herein referred to as “Northrop Grumman,” the “company,” “we,” “us,” or “our”)
is a leading global security company. We offer a broad portfolio of capabilities and technologies that enable us to
deliver innovative products, systems and solutions for applications that range from undersea to outer space and into
cyberspace. We provide products, systems and solutions in autonomous systems; cyber; command, control,
communications and computers, intelligence, surveillance, and reconnaissance (C4ISR); strike; and logistics and
modernization. We participate in many high-priority defense and government programs in the United States (U.S.)
and abroad. We conduct most of our business with the U.S. Government, principally the Department of Defense
(DoD) and intelligence community. We also conduct business with foreign, state and local governments, as well as
commercial customers.
Principles of Consolidation
The consolidated financial statements include the accounts of Northrop Grumman and its subsidiaries. Material
intercompany accounts, transactions and profits are eliminated in consolidation. Investments in equity securities and
joint ventures where the company has significant influence, but not control, are accounted for using the equity
method.
Reclassifications
The company adopted ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the
Presentation of Debt Issuance Costs, during the first quarter of 2016. As a result, we now present capitalized debt
issuance costs as a reduction in the carrying amount of long-term debt. This change resulted in a reclassification of
$30 million of other non-current assets reported in our 2015 consolidated statements of financial position to long-
term debt, which reduced our previously reported total assets and total liabilities as of December 31, 2015.
Accounting Estimates
The company’s consolidated financial statements are prepared in conformity with accounting principles generally
accepted in the United States of America (“U.S. GAAP” or “FAS”). The preparation thereof requires management to
make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of
contingencies at the date of the financial statements, as well as the reported amounts of sales and expenses during
the reporting period. Estimates have been prepared using the most current and best available information; however,
actual results could differ materially from those estimates.
Revenue Recognition
The majority of our sales are derived from long-term contracts with the U.S. Government for the production of
goods, the provision of services, or a combination of both. In accounting for these contracts, we utilize either the
cost-to-cost method or the units-of-delivery method of percentage-of-completion accounting, with cost-to-cost being
the predominant method. Generally, sales under cost-reimbursement contracts and construction-type contracts that
provide for deliveries at lower volume rates are accounted for using the cost-to-cost method. Under this method,
sales, including estimated profits, are recorded as costs are incurred. Generally, sales under contracts that provide for
deliveries at higher volume rates are accounted for using the units-of-delivery method. Under this method, cost and
sales are recognized as units are delivered to the customer. The company estimates profit on contracts as the
difference between total estimated sales and total estimated cost at completion and recognizes that profit either as
costs are incurred (cost-to-cost) or as units are delivered (units-of-delivery). The company classifies sales as product
or service based on the predominant attributes of the contract.
Contract sales may include estimated amounts not contractually agreed to or yet funded by the customer, including
cost or performance incentives (such as award and incentive fees), un-priced change orders, contract claims and
requests for equitable adjustment (REAs). Further, as contracts are performed, change orders can be a regular
occurrence and may be un-priced until negotiated with the customer. Un-priced change orders, contract claims
(including change orders unapproved as to both scope and price) and REAs are included in estimated contract sales
when management believes it is probable the un-priced change order, claim and/or REA will result in additional
contract revenue and the amount can be reliably estimated based on the facts and circumstances known to us at the
time. Amounts recognized related to claims and REAs as of December 31, 2016 were not material individually or in
aggregate. As of December 31, 2015, the company had initiated REAs of approximately $300 million under
contracts related to two Aerospace Systems programs, most of which were resolved in the third quarter of 2016.
-44-
NORTHROP GRUMMAN CORPORATION
Net Estimate-At-Completion (EAC) Adjustments - We recognize changes in estimated contract sales or costs and the
resulting operating margins using the cumulative catch-up method of accounting. This method recognizes, in current
period operating margin, the cumulative effect of the changes on current and prior periods as net EAC adjustments;
sales and operating margins in future periods of contract performance are recognized as if the revised estimates had
been used since contract inception. If it is determined that a loss will result from the performance of a contract, the
entire amount of the estimable future loss, including an allocation of general and administrative (G&A) costs, is
charged against income in the period the loss is identified. Loss provisions are first offset against costs included in
unbilled accounts receivable or inventoried costs; remaining amounts are reflected in current liabilities.
Significant EAC adjustments on a single contract could have a material effect on the company's consolidated
financial position or annual results of operations. When such adjustments occur, we generally disclose the nature,
underlying conditions and financial impact of the adjustments. No discrete event or adjustments to an individual
contract were material to the accompanying consolidated statements of earnings and comprehensive income (loss)
for each of the three years ended December 31, 2016, 2015, and 2014.
The following table presents the effect of aggregate net EAC adjustments:
$ in millions, except per share data
Operating Income
Net Earnings(1)
Diluted earnings per share(1)
(1) Based on statutory tax rates
Year Ended December 31
2016
2015
2014
$
$
494
321
1.78
$
580
377
1.97
664
432
2.04
Sales by Customer Category - The following table presents sales by customer category:
$ in millions
U.S. Government(1)
International(2)
Other Customers(3)
Total Sales
Year Ended December 31
2016
$
%(4)
$
20,573
3,205
730
84% $
13%
3%
2015
$
19,458
3,339
729
2014
%(4)
$
%(4)
83% $
20,085
14%
3%
3,045
849
84%
13%
3%
$
24,508
$
23,526
$
23,979
(1) Sales to the U.S. Government include sales from contracts for which we are the prime contractor, as well as those for which we
are a subcontractor and the ultimate customer is the U.S. Government. Each of the company's segments derives substantial
revenue from the U.S. Government.
(2) International sales include sales from contracts for which we are the prime contractor, as well as those for which we are a
subcontractor and the ultimate customer is an international customer. These sales include foreign military sales contracted
through the U.S. Government, direct sales with governments outside the U.S. and commercial sales outside the U.S.
(3) Sales to Other Customers include sales to U.S. state and local governments and commercial sales in the U.S.
(4) Percentage of total sales.
General and Administrative Expenses
In accordance with industry practice and the regulations that govern cost accounting requirements for government
contracts, most general management and corporate expenses incurred at the segment and corporate locations are
considered allowable and allocable costs. Allowable and allocable G&A costs, including independent research and
development (IR&D) and bid and proposal (B&P) costs, are allocated on a systematic basis to contracts in progress
and are included as a component of total estimated contract costs.
Research and Development
Company-sponsored research and development activities primarily include efforts related to government programs.
Company-sponsored IR&D expenses totaled $705 million, $712 million and $569 million in 2016, 2015 and 2014,
respectively, and are included in G&A expenses. Customer-funded research and development activities are charged
directly to the related contracts.
-45-
NORTHROP GRUMMAN CORPORATION
Income Taxes
Provisions for federal and foreign income taxes are calculated on reported earnings before income taxes based on
current tax law and include the cumulative effect of any changes in tax rates from those used previously in
determining deferred tax assets and liabilities. Such provisions differ from the amounts currently payable because
certain items of income and expense are recognized in different periods for financial reporting purposes than for
income tax purposes. The company recognizes federal and foreign interest accrued related to unrecognized tax
benefits in income tax expense. Federal tax penalties are recognized as a component of income tax expense.
In accordance with industry practice and regulations that govern the cost accounting requirements for government
contracts, current state and local income and franchise taxes are generally considered allowable and allocable costs
and are therefore recorded in operating costs and expenses. The company recognizes changes in deferred state taxes
and unrecognized state tax benefits in unallocated corporate expenses.
Uncertain tax positions reflect the company’s expected treatment of tax positions taken in a filed tax return, or
planned to be taken in a future tax return or claim, which have not been reflected in measuring income tax expense
for financial reporting purposes. Until these positions are sustained by the taxing authorities or the statute of
limitations concerning such issues lapses, the company does not recognize the tax benefits resulting from such
positions and reports the tax effects as a liability for uncertain tax positions in its consolidated statements of
financial position.
Cash and Cash Equivalents
Cash and cash equivalents are comprised of cash in banks and highly liquid instruments with original maturities of
three months or less, primarily consisting of bank time deposits and investments in institutional money market
funds. The company does not invest in high yield or high risk securities. Cash in bank accounts often exceed
federally insured limits.
Fair Value of Financial Instruments
The company measures the fair value of its financial instruments using observable and unobservable inputs.
Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal
market assumptions.
These two types of inputs create the following fair value hierarchy:
Level 1 - Quoted prices for identical instruments in active markets.
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments
in markets that are not active; and model-derived valuations whose inputs are observable or whose
significant value drivers are observable.
Level 3 - Significant inputs to the valuation model are unobservable.
Marketable securities accounted for as trading and available-for-sale are recorded at fair value on a recurring basis.
For available-for-sale securities, changes in unrealized gains and losses are reported as a component of other
comprehensive income. Changes in unrealized gains and losses on trading securities are included in other, net in the
consolidated statements of earnings and comprehensive income (loss). Investments in held-to-maturity instruments
with original maturities greater than three months are recorded at amortized cost.
Derivative financial instruments are recognized as assets or liabilities in the financial statements and measured at
fair value on a recurring basis. Changes in the fair value of derivative financial instruments that are designated as
fair value hedges are recorded in net earnings, while the effective portion of the changes in the fair value of
derivative financial instruments that are designated as cash flow hedges are recorded as a component of other
comprehensive income until settlement. For derivative financial instruments not designated as hedging instruments,
gains or losses resulting from changes in the fair value are reported in other, net in the consolidated statements of
earnings and comprehensive income (loss).
The company may use derivative financial instruments to manage its exposure to interest rate risk for its long-term
fixed-rate debt portfolio and foreign currency exchange risk related to receipts from customers and payments to
suppliers denominated in foreign currencies. The company does not use derivative financial instruments for trading
or speculative purposes, nor does it use leveraged financial instruments. Credit risk related to derivative financial
instruments is considered minimal and is managed through the use of multiple counterparties with high credit
standards and periodic settlements of positions, as well as by entering into master netting agreements with most of
our counterparties.
-46-
NORTHROP GRUMMAN CORPORATION
Accounts Receivable and Inventoried Costs
Accounts receivable include amounts billed and currently due from customers, as well as amounts currently due but
unbilled (primarily related to costs incurred on contracts accounted for under the cost-to-cost method). Accounts
receivable also include certain estimated contract change amounts, claims or REAs in negotiation that are probable
of recovery and amounts retained by the customer pending contract completion.
Inventoried costs primarily relate to work in process on contracts accounted for under the units-of-delivery method.
These costs represent accumulated contract costs less the portion of such costs allocated to delivered items. Product
inventory primarily consists of raw materials and is stated at the lower of cost or market, generally using the average
cost method.
Accumulated contract costs in unbilled accounts receivable and inventoried costs include direct production costs,
factory and engineering overhead, production tooling costs, and, for government contracts, allowable G&A costs.
According to the provisions of U.S. Government contracts, the customer asserts title to, or a security interest in,
inventories related to such contracts as a result of contract advances, performance-based payments, and progress
payments. In accordance with industry practice, unbilled accounts receivable and inventoried costs are classified as
current assets and include amounts related to contracts having production cycles longer than one year. Payments
received in excess of unbilled accounts receivable and inventoried costs on a contract by contract basis are recorded
as advance payments and amounts in excess of costs incurred in the consolidated statements of financial position.
Cash Surrender Value of Life Insurance Policies
The company maintains whole life insurance policies on a group of executives, which are recorded at their cash
surrender value as determined by the insurance carrier. The company also has split-dollar life insurance policies on
former officers and executives from acquired businesses, which are recorded at the lesser of their cash surrender
value or premiums paid. These policies are utilized as a partial funding source for deferred compensation and other
non-qualified employee retirement plans. As of December 31, 2016 and 2015, the carrying values associated with
these policies were $304 million and $284 million, respectively, and are recorded in other non-current assets in the
consolidated statements of financial position.
Property, Plant and Equipment
Property, plant and equipment are depreciated over the estimated useful lives of individual assets. Most of these
assets are depreciated using declining-balance methods, with the remainder using the straight-line method. Major
classes of property, plant and equipment and their useful lives are as follows:
Useful life in years, $ in millions
Land and land improvements
Buildings and improvements
Machinery and other equipment
Capitalized software costs
Leasehold improvements
Property, plant and equipment, at cost
Accumulated depreciation
Property, plant and equipment, net
Useful Life
Up to 40(1)
Up to 45
Up to 20
3-5
Length of Lease(2)
December 31
2016
2015
$
$
415
1,798
4,711
439
1,056
8,419
(4,831)
3,588
$
$
381
1,618
4,610
406
898
7,913
(4,849)
3,064
(1) Land is not a depreciable asset.
(2) Leasehold improvements are depreciated over the shorter of the useful life of the asset or the length of the lease.
Goodwill and Other Purchased Intangible Assets
The company tests for impairment of goodwill annually as of December 31, or when an indicator of potential
impairment exists. When performing the goodwill impairment test, the company uses a discounted cash flow
approach corroborated by comparative market multiples, where appropriate, to determine the fair value of its
reporting units.
Goodwill and other purchased intangible asset balances are included in the identifiable assets of their assigned
business segment. The company charges goodwill impairment, as well as the amortization of other purchased
intangible assets, against the respective segment’s operating income. Purchased intangible assets are amortized on a
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NORTHROP GRUMMAN CORPORATION
straight-line basis over their estimated useful lives and are included in other non-current assets in the consolidated
statements of financial position.
Leases
The company uses its incremental borrowing rate in the assessment of lease classification as capital or operating and
defines the initial lease term to include renewal options determined to be reasonably assured. The majority of our
leases are operating leases.
Many of the company’s real property lease agreements contain incentives for tenant improvements, rent holidays, or
rent escalation clauses. For tenant improvement incentives, the company records a deferred rent liability and
amortizes the deferred rent over the term of the lease as a reduction to rent expense. For rent holidays and rent
escalation clauses during the lease term, the company records rental expenses on a straight-line basis over the term
of the lease. For purposes of recognizing lease incentives, the company uses the date of initial possession as the
commencement date, which is generally when the company is given the right of access to the space and begins to
make improvements in preparation for intended use.
Litigation, Commitments and Contingencies
We accrue for litigation, commitments and contingencies when management, after considering the facts and
circumstances of each matter as then known to management, has determined it is probable a liability will be found to
have been incurred and the amount of the loss can be reasonably estimated. When only a range of amounts is
reasonably estimable and no amount within the range is more likely than another, the low end of the range is
recorded. Legal fees are expensed as incurred. Due to the inherent uncertainties surrounding gain contingencies, we
generally do not recognize potential gains until realized.
Environmental Costs
We accrue for environmental liabilities when management determines that, based on the facts and circumstances
known to the company, it is probable the company will incur costs to address environmental impacts and the costs
are reasonably estimable. When only a range of amounts is reasonably estimable and no amount within the range is
more probable than another, we record the low end of the range. The company typically projects environmental costs
for up to 30 years, records environmental liabilities on an undiscounted basis, and excludes asset retirement
obligations and certain legal costs. At sites involving multiple parties, we accrue environmental liabilities based
upon our expected share of liability, taking into account the financial viability of other liable parties. As a portion of
environmental remediation liabilities are expected to be recoverable through overhead charges on government
contracts, such amounts are deferred in inventoried costs (current portion) and other non-current assets until charged
to contracts. The portion of environmental costs not expected to be recoverable is expensed.
Retirement Benefits
The company sponsors various defined benefit pension plans and defined contribution retirement plans covering
substantially all of its employees. In most cases, our defined contribution plans provide for a company match of
employee contributions. The company also provides post-retirement benefits other than pensions to eligible retirees
and qualifying dependents, consisting principally of health care and life insurance benefits.
The liabilities, unamortized benefit plan costs and annual income or expense of the company’s defined benefit
pension and other post-retirement benefit plans are determined using methodologies that involve several actuarial
assumptions. Unamortized benefit plan costs consist primarily of accumulated net after-tax actuarial losses.
Because U.S. Government regulations require that the costs of pension and other post-retirement plans be charged to
our contracts in accordance with the Federal Acquisition Regulation (FAR) and the related U.S. Government Cost
Accounting Standards (CAS) that govern such plans, we calculate retiree benefit plan costs under both CAS and
FAS methods. While both FAS and CAS recognize a normal service cost component in measuring periodic pension
cost, there are differences in the way the components of annual pension costs are calculated under each method.
Measuring plan obligations under FAS and CAS includes different assumptions and models, such as in estimating
returns on plan assets, calculating interest expense, and the periods over which gains/losses related to pension assets
and actuarial changes are amortized. As a result, annual retiree benefit plan expense amounts for FAS are different
from the amounts for CAS in any given reporting period even though the ultimate cost of providing benefits over the
life of the plans is the same under either method. CAS retiree benefit plan costs are charged to contracts and are
included in segment operating income, and the difference between FAS and CAS expense is recorded in operating
income at the consolidated company level.
For U.S. GAAP reporting, net actuarial gains or losses are amortized to expense on a plan-by-plan basis when they
exceed the accounting corridor. The accounting corridor is a defined range within which amortization of net gains
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NORTHROP GRUMMAN CORPORATION
and losses is not required and is equal to 10 percent of the greater of plan assets or benefit obligations. For most of
the company’s plans, gains or losses outside of the corridor are subject to amortization over the average future
service period of active plan participants (approximately nine years). For plans where all or almost all plan
participants are inactive, gains or losses outside of the corridor are generally subject to amortization over the average
remaining life expectancy of plan participants (approximately 20 years). Not all net periodic pension expense is
recognized in net earnings in the year incurred because it is allocated as production costs and a portion remains in
inventory at the end of a reporting period. The company’s funding policy for the qualified pension plans is to
contribute, at a minimum, the statutorily required amount to an irrevocable trust.
Stock Compensation
The company’s stock compensation plans are classified as equity plans and compensation expense is generally
recognized over the vesting period (typically three years), net of estimated forfeitures. The company issues stock
awards in the form of restricted performance stock rights and restricted stock rights. The fair value of stock awards
is determined based on the closing market price of the company’s common stock on the grant date. At each reporting
date, the number of shares is adjusted to equal the number ultimately expected to vest.
Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss are as follows:
$ in millions
December 31
2016
2015
Unamortized benefit plan costs, net of tax benefit of $3,439 in 2016 and $3,350 in 2015
Cumulative translation adjustment
Net unrealized gain on marketable securities and cash flow hedges, net of tax
$
(5,416) $
(132)
2
(5,241)
(82)
3
Total accumulated other comprehensive loss
$
(5,546) $
(5,320)
Unamortized benefit plan costs primarily consist of net after-tax actuarial losses totaling $5.6 billion and $5.5 billion
as of December 31, 2016 and 2015, respectively. Net actuarial gains or losses are re-determined annually or upon
remeasurement events and principally arise from changes in the interest rate used to discount our benefit obligations
and differences between expected and actual returns on plan assets.
Reclassifications from accumulated other comprehensive loss to net earnings related to the amortization of benefit
plan costs were $402 million, $388 million and $145 million, net of taxes, for the years ended December 31, 2016,
2015 and 2014, respectively. The reclassifications represent the amortization of net actuarial losses and prior service
credits, and are included in the computation of net periodic pension cost. See Note 12 for further information.
Reclassifications from accumulated other comprehensive loss to net earnings, relating to cumulative translation
adjustments, marketable securities and effective cash flow hedges for the years ended December 31, 2016, 2015 and
2014, respectively, were not material.
Shareholders' Equity
The company records the difference between the cost of shares repurchased and their par value as well as tax
withholding in excess of related stock compensation expense as a reduction of paid-in capital to the extent available
and then as a reduction of retained earnings.
Related Party Transactions
For all periods presented, the company had no material related party transactions.
Accounting Standards Updates
On March 30, 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)
No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment
Accounting. The company adopted ASU 2016-09 during the first quarter of 2016. Among other things, ASU 2016-09
requires that entities recognize excess tax benefits and deficiencies related to employee share-based payment
transactions as income tax expense or benefit. ASU 2016-09 also eliminates the requirement to reclassify excess tax
benefits and deficiencies from operating activities to financing activities in the statement of cash flows. As a result
of adoption, the company recognized an $85 million tax benefit during the year ended December 31, 2016. Adoption
also resulted in an $85 million increase in operating cash flows and a corresponding $85 million reduction in
financing cash flows for the year ended December 31, 2016.
On February 25, 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 supersedes existing
lease guidance, including Accounting Standards Codification (ASC) 840 - Leases. Among other things, ASU
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NORTHROP GRUMMAN CORPORATION
2016-02 requires recognition of a right-of-use asset and liability for future lease payments for contracts that meet the
definition of a lease. ASU 2016-02 will be effective January 1, 2019, although early adoption is permitted, and it is
to be applied using a modified retrospective approach. We are currently evaluating the timing of adoption as well as
the effect ASU 2016-02 will have on the company’s consolidated financial position, annual results of operations and/
or cash flows.
On May 1, 2015, the FASB issued ASU No. 2015-07, Disclosure for Investments in Certain Entities That Calculate
Net Asset Value per Share (or Its Equivalent), Fair Value Measurement (Topic 820). ASU 2015-07 eliminates the
requirement to categorize investments in the fair value hierarchy if their fair value is measured at net asset value
(NAV) per share (or its equivalent) using the practical expedient. We adopted these updates in 2016 and applied
them retrospectively to all periods presented.
On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09
supersedes existing revenue recognition guidance, including ASC 605-35, Revenue Recognition - Construction-Type
and Production-Type Contracts, and outlines a single set of comprehensive principles for recognizing revenue under
U.S. GAAP. Among other things, it requires companies to identify contractual performance obligations and
determine whether revenue should be recognized at a point in time or over time. On July 9, 2015, the FASB
approved a one year deferral of the effective date of ASU 2014-09 to annual reporting periods beginning after
December 15, 2017. ASU 2014-09 may be applied either retrospectively or through the use of a modified-
retrospective method. We currently expect to adopt the standard on January 1, 2018 and apply it retrospectively to
all periods presented.
During 2016, we substantially completed our evaluation of ASU 2014-09, including the expected impact on our
business processes, systems and controls, and potential differences in the timing and/or method of revenue
recognition for our contracts. As a result of our evaluation, we identified changes to and are modifying certain of our
accounting policies and practices. We also designed and implemented specific controls over our evaluation of the
impact of ASU 2014-09, including our calculation of the cumulative effect of adopting ASU 2014-09. Although we
do not expect significant changes to our accounting systems or controls upon adoption of ASU 2014-09, we expect
to modify certain of our current controls to incorporate the revisions we have made to our accounting policies and
practices.
Based on our evaluation of ASU 2014-09, we currently do not expect it to have a material impact on our results of
operations or cash flows in the periods after adoption. Under ASU 2014-09, revenue is recognized as control
transfers to the customer. As such, revenue for our contracts will generally be recognized over time using the cost-
to-cost method, which is consistent with the revenue recognition model we currently use for the majority of our
contracts. For those contracts where we currently recognize revenue as units are delivered, in most cases the
accounting for those contracts will change under ASU 2014-09 such that we will recognize revenue as costs are
incurred. This change will generally result in an acceleration of revenue as compared with our current revenue
recognition method for those contracts.
We expect to complete our assessment of the cumulative effect of adopting ASU 2014-09 as well as the expected
impact of adoption on our 2016 results during the first half of 2017. We will continue our evaluation of ASU
2014-09 (including how it may impact new contracts we receive as well as new or emerging interpretations of the
standard) through the date of adoption.
Other accounting standards updates effective after December 31, 2016, are not expected to have a material effect on
the company’s consolidated financial position, annual results of operations and/or cash flows.
2. EARNINGS PER SHARE, SHARE REPURCHASES AND DIVIDENDS ON COMMON STOCK
Basic Earnings Per Share
We calculate basic earnings per share by dividing net earnings by the weighted-average number of shares of
common stock outstanding during each period.
Diluted Earnings Per Share
Diluted earnings per share include the dilutive effect of awards granted to employees under stock-based
compensation plans. The dilutive effect of these securities totaled 1.6 million, 2.2 million and 3.3 million shares for
the years ended December 31, 2016, 2015 and 2014, respectively.
Share Repurchases
On May 15, 2013, the company's board of directors authorized a share repurchase program of up to $4.0 billion of
the company’s common stock (2013 Repurchase Program). Repurchases under the 2013 Repurchase Program
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NORTHROP GRUMMAN CORPORATION
commenced in September 2013 and were completed in March 2015. On December 4, 2014, the company's board of
directors authorized a new share repurchase program of up to $3.0 billion of the company's common stock (2014
Repurchase Program). Repurchases under the 2014 Repurchase Program commenced in March 2015 and were
completed in March 2016.
On September 16, 2015, the company's board of directors authorized a new share repurchase program of up to $4.0
billion of the company's common stock (2015 Repurchase Program). Repurchases under the 2015 Repurchase
Program commenced in March 2016 upon the completion of the company’s 2014 Repurchase Program. As of
December 31, 2016, repurchases under the 2015 Repurchase Program totaled $1.3 billion; $2.7 billion remained
under this share repurchase authorization. By its terms, the 2015 Repurchase Program is set to expire when we have
used all authorized funds for repurchases.
Share repurchases take place from time to time, subject to market conditions and management's discretion, in the
open market or in privately negotiated transactions. The company retires its common stock upon repurchase and, in
the periods presented, has not made any purchases of common stock other than in connection with these publicly
announced repurchase programs.
The table below summarizes the company’s share repurchases to date under the authorizations described above:
Repurchase Program
Authorization Date
May 15, 2013
December 4, 2014
September 16, 2015
Amount
Authorized
(in millions)
$
$
$
4,000
3,000
4,000
Total
Shares
Retired
(in millions)
32.8
18.0
5.9
(1) Includes commissions paid.
Average
Price
Per Share(1) Date Completed
$
March 2015
121.97
Shares Repurchased
(in millions)
Year Ended
December 31
2015
2.7
—
2014
21.4
2016
$
$
166.70
218.28
March 2016
1.4
5.9
7.3
16.6
—
19.3
—
—
21.4
Dividends on Common Stock
In May 2016, the company increased the quarterly common stock dividend 13 percent to $0.90 per share from the
previous amount of $0.80 per share.
In May 2015, the company increased the quarterly common stock dividend 14 percent to $0.80 per share from the
previous amount of $0.70 per share.
In May 2014, the company increased the quarterly common stock dividend 15 percent to $0.70 per share from the
previous amount of $0.61 per share.
3. SEGMENT INFORMATION
The company is aligned in three operating sectors, which are also our reportable segments: Aerospace Systems,
Mission Systems and Technology Services. Effective January 1, 2016, the company streamlined our sectors from
four to three to better align our business with the evolving needs of our customers and enhance innovation across the
company. Mission Systems and Technology Services were created by merging elements of our former Electronic
Systems, Information Systems and Technical Services sectors. The Mission Systems sector is composed of the
majority of our former Electronic Systems sector and the businesses from our former Information Systems sector
focused on the development of new capabilities for our military and intelligence customers. The Technology
Services sector was formed by combining the services portfolio in the former Information Systems sector with the
former Technical Services sector. Among other operations that were realigned, the military and civil space hardware
business in Azusa, California, previously reporting to the Electronic Systems sector, moved to the Aerospace
Systems sector, and the electronic attack business, previously in the Aerospace Systems sector, moved to the
Mission Systems sector.
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NORTHROP GRUMMAN CORPORATION
The following table presents sales and operating income by segment:
$ in millions
Sales
Aerospace Systems
Mission Systems
Technology Services
Intersegment eliminations
Total sales
Operating income
Aerospace Systems
Mission Systems
Technology Services
Intersegment eliminations
Total segment operating income
Net FAS/CAS pension adjustment
Unallocated corporate expenses
Other
Total operating income
Year Ended December 31
2015
2014
2016
$ 10,828
10,928
4,825
(2,073)
24,508
$
9,940
10,674
4,819
(1,907)
23,526
$
9,910
11,001
4,902
(1,834)
23,979
1,236
1,445
512
(258)
2,935
316
(53)
(5)
3,193
$
1,205
1,410
514
(209)
2,920
348
(190)
(2)
3,076
$
1,285
1,557
461
(204)
3,099
269
(169)
(3)
3,196
$
Net FAS/CAS Pension Adjustment
For financial statement purposes, we account for our employee pension plans in accordance with FAS. However, the
cost of these plans is charged to our contracts in accordance with CAS. The net FAS/CAS pension adjustment
reflects the difference between CAS pension expense included as cost in segment operating income and FAS
expense included in total operating income.
2016 - The decrease in net FAS/CAS pension adjustment is primarily due to lower than expected asset returns during
2015, partially offset by the increase in our FAS discount rate assumption as of December 31, 2015 and the
continued phase-in of the effects of CAS harmonization.
2015 - The increase in net FAS/CAS pension adjustment is principally due to higher 2015 CAS expense resulting
from changes in mortality assumptions and demographic experience, partially offset by an increase in 2015 FAS
expense as a result of changes in our FAS discount rate and mortality assumptions as of December 31, 2014.
Unallocated Corporate Expenses
Unallocated corporate expenses include the portion of corporate expenses not considered allowable or allocable
under applicable CAS or the FAR, and therefore not allocated to the segments. Such costs consist of a portion of
management and administration, legal, environmental, compensation, retiree benefits and corporate unallowable
costs.
2016 - Unallocated corporate expenses declined in 2016, as compared to 2015. In 2016, unallocated corporate
expenses included a $35 million benefit recognized for state tax refunds claimed on our prior year tax returns and a
$25 million benefit recognized for estimated prior year overhead claim recoveries. In 2015, unallocated corporate
expenses included a $45 million expense recognized for deferred state income taxes due to a change in accounting
methods approved by the Internal Revenue Service (IRS) that lowered our deductions for domestic production
activities and a $25 million expense recognized for deferred state income taxes resulting from a discretionary
pension contribution.
2015 - The increase in unallocated corporate expenses for 2015, as compared to 2014, is principally due to a $21
million increase in unallocated state income taxes due in part to a change in accounting methods approved by the
IRS during the fourth quarter of 2015.
Intersegment Sales and Operating Income
Sales between segments are recorded at values that include intercompany operating income for the performing
segment based on that segment’s estimated operating margin rate for external sales. Such intercompany operating
income is eliminated in consolidation, so that the company's total sales and total operating income reflect only those
transactions with external customers. See Note 1 for additional information.
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NORTHROP GRUMMAN CORPORATION
The following table presents intersegment sales and operating income before eliminations:
$ in millions
Intersegment sales and operating income
Aerospace Systems
Mission Systems
Technology Services
Total
2016
Year Ended December 31
2015
2014
Sales
Operating
Income
Sales
Operating
Income
Sales
Operating
Income
$
239
875
959
$ 2,073
$ 28
136
94
$ 258
$
221
781
905
$ 1,907
$ 27
97
85
$ 209
$
166
842
826
$ 1,834
$ 21
115
68
$ 204
Assets
Substantially all of the company’s operating assets are located in the U.S. The following table presents assets by
segment:
$ in millions
Assets
Aerospace Systems
Mission Systems
Technology Services
Segment assets
Corporate assets(1)
Total assets
December 31
2016
2015
$
$
7,523
9,991
3,082
20,596
5,018
25,614
$
$
7,049
9,475
3,047
19,571
4,853
24,424
(1) Corporate assets principally consist of cash and cash equivalents and deferred tax assets.
Capital Expenditures and Depreciation and Amortization
The following table presents capital expenditures and depreciation and amortization by segment:
$ in millions
Aerospace Systems
Mission Systems
Technology Services
Corporate
Total
Capital Expenditures
2015
2016
2014
Depreciation and Amortization(1)
2015
2016
2014
$
$
451
372
6
91
920
$
$
237
141
3
90
471
$
$
376
131
3
51
561
$
$
216
140
37
63
456
$
$
215
153
36
63
467
$
$
208
158
36
60
462
(1) Depreciation and amortization expense includes amortization of purchased intangible assets, as well as amortization of
deferred and other outsourcing costs.
4. ACCOUNTS RECEIVABLE, NET
Unbilled amounts represent sales for which billings have not been presented to customers by period-end. These
amounts are usually billed and collected within one year. Substantially all accounts receivable at December 31, 2016
are expected to be collected in 2017. The company does not believe it has significant exposure to credit risk, as
accounts receivable and the related unbilled amounts are primarily due from the U.S. Government either as the
ultimate customer or in connection with foreign military sales. Progress and performance-based payments are
reflected as an offset to the related unbilled accounts receivable balance for contracts accounted for under the cost-
to-cost method of percentage-of-completion accounting.
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NORTHROP GRUMMAN CORPORATION
Accounts receivable consisted of the following:
$ in millions
Due from U.S. Government
Billed
Unbilled
Progress and performance-based payments received
Due from International and Other Customers(1)
Billed
Unbilled
Progress and performance-based payments received
Total accounts receivable
Allowance for doubtful accounts
Total accounts receivable, net
December 31
2016
2015
$
$
444
8,878
(7,123)
2,199
238
4,747
(3,822)
1,163
3,362
(63)
3,299
$
$
506
7,699
(6,140)
2,065
223
3,713
(3,101)
835
2,900
(59)
2,841
(1) Includes receivables due from the U.S. Government associated with foreign military sales.
5. INVENTORIED COSTS, NET
Inventoried costs are primarily from contracts where the U.S. Government is the primary customer, therefore the
company does not believe it has significant exposure to recoverability risk related to these amounts.
Inventoried costs consisted of the following:
$ in millions
Production costs of contracts in process
G&A expenses
Progress and performance-based payments received
Product inventory and raw material
Total inventoried costs, net
6. INCOME TAXES
Federal and foreign income tax expense consisted of the following:
$ in millions
Federal income tax expense:
Current
Deferred
Total federal income tax expense
Foreign income tax expense:
Current
Deferred
Total foreign income tax expense
Total federal and foreign income tax expense
December 31
2016
2015
$
$
1,574
249
1,823
(1,107)
716
100
816
$
$
1,218
293
1,511
(807)
704
103
807
Year Ended December 31
2016
2014
2015
$
$
661
49
710
14
(1)
13
723
$
$
310
472
782
21
(3)
18
800
$
$
701
155
856
10
2
12
868
Earnings from foreign operations before income taxes are not material for all periods presented.
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NORTHROP GRUMMAN CORPORATION
Income tax expense differs from the amount computed by multiplying the statutory federal income tax rate times
earnings before income taxes due to the following:
$ in millions
Income tax expense at statutory rate
Stock compensation - excess tax benefits
Research credit
Manufacturing deduction
Settlements with taxing authorities
Repatriation of Non-U.S Earnings
Other, net
Total federal and foreign income taxes
$
Year Ended December 31
2016
2014
2015
$ 1,023
$ 1,028
(85)
—
(61)
(43)
(58)
(48)
(40)
(51)
(33)
—
(23)
(18)
723
868
976
—
(119)
(31)
—
—
(26)
800
$
$
$
2016 – The effective tax rate for 2016 was 24.7 percent, as compared with 28.7 percent in 2015. The lower rate is
principally due to $85 million of excess tax benefits related to employee share-based payment transactions
recognized in 2016 resulting from the adoption of ASU No. 2016-09, as described in Note 1, a $40 million benefit
recognized in connection with resolution of the Internal Revenue Service (IRS) examination of the company’s
2007-2011 tax returns and a $33 million benefit recognized in connection with the repatriation of earnings from
certain of our foreign subsidiaries, as described below. These benefits are partially offset by a $58 million decrease
in research credits, which were principally a result of credits recorded in 2015 that were claimed on our prior year
tax returns.
2015 – The effective tax rate for 2015 was 28.7 percent, as compared with 29.6 percent in 2014. This reduction was
driven by a $76 million increase in research credits primarily resulting from credits claimed on our prior year tax
returns, partially offset by a $51 million benefit recorded in 2014 for the partial resolution of the IRS examination of
our 2007-2009 tax returns.
Income tax payments, net of refunds received, were $691 million, $118 million and $727 million for the years ended
December 31, 2016, 2015 and 2014, respectively.
Uncertain Tax Positions
We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. In the third
quarter of 2016, the U.S. Congressional Joint Committee on Taxation approved a resolution of the IRS examination
of the company’s 2007-2011 tax returns. As a result, the company recorded a reduction of our unrecognized tax
benefits of approximately $115 million and a reduction of our income tax expense of $40 million.
Our 2012-2015 federal tax returns are currently under IRS examination. The company believes it is reasonably
possible that within the next twelve months we may resolve certain tax matters related to the years under
examination, which may result in further reductions of our unrecognized tax benefits up to $70 million and income
tax expense up to $40 million.
Open tax years related to state and foreign jurisdictions remain subject to examination, but are not considered
material.
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NORTHROP GRUMMAN CORPORATION
The change in unrecognized tax benefits during 2016, 2015 and 2014, excluding interest, is as follows:
$ in millions
Unrecognized tax benefits at beginning of the year
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Settlements with taxing authorities
Other, net
Net change in unrecognized tax benefits
Unrecognized tax benefits at end of the year
December 31
2015
2016
2014
$
$
223
35
2
(40)
(84)
(1)
(88)
135
$
$
210
52
17
(10)
—
(46)
13
223
$
$
241
62
9
(47)
(14)
(41)
(31)
210
These liabilities, along with $7 million of accrued interest and penalties, are included in other current and non-
current liabilities in the consolidated statements of financial position. If the income tax benefits from these tax
positions are ultimately realized, $112 million of federal and foreign tax benefits would reduce the company’s
effective tax rate.
Net interest expense within the company's federal, foreign and state income tax provisions was not material for all
years presented.
Deferred Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and tax purposes. Net deferred tax assets and liabilities are classified
as non-current in the consolidated statements of financial position.
The tax effects of significant temporary differences and carryforwards 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
Retiree benefits
Accrued employee compensation
Provisions for accrued liabilities
Inventory
Stock-based compensation
Other
Gross deferred tax assets
Less valuation allowance
Net deferred tax assets
Deferred Tax Liabilities
Goodwill
Property, plant and equipment, net
Contract accounting differences
Other
Deferred tax liabilities
Total net deferred tax assets
December 31
2016
2015
$
$
2,814
349
295
287
72
72
3,889
(31)
3,858
798
321
1,200
77
2,396
1,462
$
$
2,549
316
347
227
76
68
3,583
(34)
3,549
788
297
976
79
2,140
1,409
Realization of deferred tax assets is primarily dependent on generating sufficient taxable income in future periods.
The company believes it is more-likely-than-not our deferred tax assets will be realized, net of valuation allowances
currently established.
At December 31, 2016, the company has available foreign tax credits and unused net operating losses of $18 million
and $191 million, respectively, that may be applied against future taxable income. The net operating losses are
primarily attributable to the United Kingdom and may be used indefinitely. A valuation allowance of $31 million,
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NORTHROP GRUMMAN CORPORATION
predominantly related to net operating losses, has been recorded due to the uncertainty regarding the realization of
the asset.
Distributed and Undistributed Foreign Earnings
In the fourth quarter of 2016, certain of our foreign subsidiaries distributed earnings in the form of dividends to their
respective immediate parent companies. Through this process, we repatriated $352 million of earnings generated by
these foreign subsidiaries due, in part, to recent changes in foreign exchange rates, which improved the tax
efficiency of such repatriation. The repatriation generated a net tax benefit of $33 million resulting from foreign tax
credits in excess of U.S. income taxes due on these earnings.
As of December 31, 2016, the company has remaining undistributed earnings generated by our foreign subsidiaries
of approximately $70 million. No deferred tax liability has been recorded on these earnings since we intend to
indefinitely reinvest these earnings, as well as future earnings from our foreign subsidiaries, to fund our international
operations. In addition, we expect future U.S. cash generation will be sufficient to meet future U.S. cash needs.
Should the remaining undistributed earnings be distributed in the form of dividends or otherwise, the distributions
would result in an immaterial amount of tax.
7. GOODWILL AND OTHER PURCHASED INTANGIBLE ASSETS
Goodwill
Changes in the carrying amounts of goodwill for the years ended December 31, 2015 and 2016, were as follows:
$ in millions
Balance as of December 31, 2014
Other(1)
Balance as of December 31, 2015
Businesses sold and other(1)
Balance as of December 31, 2016
Aerospace
Systems
Mission
Systems
Technology
Services
Total
$
$
$
3,742
—
3,742
—
3,742
$
$
$
6,706
(2)
6,704
(10)
6,694
$
$
$
2,018
(4)
2,014
—
2,014
$
$
$
12,466
(6)
12,460
(10)
12,450
(1) Other consists primarily of adjustments for foreign currency translation.
Accumulated goodwill impairment losses at December 31, 2016 and 2015, totaled $570 million at Aerospace
Systems.
Purchased Intangible Assets
Purchased intangible assets at December 31, 2016 and 2015 totaled $61 million and $77 million, respectively, net of
accumulated amortization of $1.8 billion at each respective year end.
Amortization expense for 2016, 2015 and 2014, was $16 million, $22 million and $22 million, respectively. The
company’s purchased intangible assets are being amortized over an aggregate weighted-average period of 22 years.
As of December 31, 2016, the expected future amortization of purchased intangibles for each of the next five years
is approximately $10 million per year.
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
The company holds a portfolio of marketable securities consisting of securities that are classified as either trading or
available-for-sale to partially fund non-qualified employee benefit plans. These securities are included in other non-
current assets in the consolidated statements of financial position.
The company's derivative portfolio consists primarily of foreign currency forward contracts. Where model-derived
valuations are appropriate, the company utilizes the income approach to determine the fair value and uses the
applicable London Interbank Offered Rate (LIBOR) swap rates.
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NORTHROP GRUMMAN CORPORATION
The following table presents the financial assets and liabilities we record at fair value on a recurring basis identified
by the level of inputs used to determine fair value. See Note 1 for the definitions of these levels.
$ in millions
Financial Assets (Liabilities)
Marketable securities
Trading
Available-for-sale
Derivatives
December 31, 2016
December 31, 2015
Level 1
Level 2
Total
Level 1
Level 2
Total
$
321
$
7
—
2
—
8
$
323
$
301
$ 2
$
303
7
8
7
—
—
5
7
5
The notional value of the company's derivative portfolio at December 31, 2016 and 2015 was $147 million and $141
million, respectively. At December 31, 2016, no portion of the notional value was designated as a cash flow hedge.
The portion of the notional value designated as cash flow hedges at December 31, 2015 was $10 million. The
derivative fair values and related unrealized gains/losses at December 31, 2016 and 2015, were not material.
There were no transfers of financial instruments between the three levels of the fair value hierarchy during the years
ended December 31, 2016 and 2015.
The carrying value of cash and cash equivalents approximates fair value.
9. LONG-TERM DEBT
Credit Facilities
In December 2016, a subsidiary of the company entered into a two-year credit facility, with two additional one-year
option periods, in an aggregate principal amount of £120 million (the equivalent of approximately $147 million as of
December 31, 2016) (the "2016 Credit Agreement"). The 2016 Credit Agreement is guaranteed by the company. At
December 31, 2016, there was £110 million (the equivalent of approximately $135 million as of December 31,
2016) outstanding under this facility, which bears interest at a rate of LIBOR plus 1.10 percent. All of the
borrowings outstanding under this facility mature less than one year from the date of issuance, but may be renewed
under the terms of the facility. Based on our intent and ability to refinance the obligations on a long-term basis,
substantially all of the borrowings are classified as non-current. The majority of the proceeds from this borrowing
were used to facilitate the repatriation of earnings from certain of our foreign subsidiaries as discussed in Note 6.
In July 2015, the company amended its $1.8 billion five-year credit facility dated August 29, 2013 by reducing the
aggregate principal amount available under the facility to $1.6 billion and extending the maturity to July 2020 (the
“2015 Credit Agreement”). At December 31, 2016, there was no balance outstanding under this facility.
The Credit Agreements contain generally customary terms and conditions, including covenants restricting the
company's ability to sell all or substantially all of its assets, merge or consolidate with another entity or undertake
other fundamental changes and incur liens. The company also cannot permit the ratio of its debt to capitalization (as
set forth in the Credit Agreements) to exceed 65 percent. At December 31, 2016, the company was in compliance
with all covenants under the Credit Agreements.
Unsecured Senior Notes
In December 2016, the company issued $750 million of unsecured senior notes due February 1, 2027, with a fixed
interest rate of 3.20 percent (the Notes). Interest on the Notes is payable semi-annually in arrears. The Notes are
subject to redemption, in whole or in part, at the company's discretion at any time, or from time to time, prior to
maturity at a redemption price equal to the greater of the principal amount of the Notes or an applicable “make-
whole” amount, plus accrued and unpaid interest. We used a portion of the net proceeds to fund redemption of $200
million of the company's 6.75 percent unsecured senior notes due April 15, 2018. We recorded a pre-tax charge of
$14 million principally related to the premium paid on the redemption, which was recorded in other, net in the
consolidated statements of earnings and comprehensive income.
In February 2015, the company issued $600 million of unsecured senior notes due April 15, 2045 with a fixed
interest rate of 3.85 percent. We used the net proceeds from this offering for the funding of a $500 million voluntary
contribution to our pension plans in the first quarter of 2015 and a debt repayment of $107 million in the first quarter
2016.
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NORTHROP GRUMMAN CORPORATION
Long-term debt consists of the following:
$ in millions
Fixed-rate notes and debentures, maturing in
2016
2018
2019
2021
2023
2026
2027
2031
2040
2043
2045
Credit facilities
Other
Debt issuance costs
Total long-term debt
Less: current portion
Long-term debt, net of current portion
Interest rate
7.75%
1.75%
5.05%
3.50%
3.25%
7.75% - 7.88%
3.20%
7.75%
5.05%
4.75%
3.85%
1.64%
Various
December 31
2016
2015
$
$
— $
850
500
700
1,050
527
750
466
300
950
600
135
273
(31)
7,070
12
7,058
$
107
1,050
500
700
1,050
527
—
466
300
950
600
—
276
(30)
6,496
110
6,386
The estimated fair value of long-term debt was $7.6 billion and $6.9 billion as of December 31, 2016 and 2015,
respectively. We calculated the fair value of long-term debt using Level 2 inputs, based on interest rates available for
debt with terms and maturities similar to the company’s existing debt arrangements.
Indentures underlying long-term debt issued by the company or its subsidiaries contain various restrictions with
respect to the issuer, including one or more restrictions relating to limitations on liens, sale-leaseback arrangements
and funded debt of subsidiaries. The majority of these fixed rate notes and debentures are subject to redemption at
the company’s discretion at any time prior to maturity in whole or in part at the principal amount plus any make-
whole premium and accrued and unpaid interest. Interest on these fixed rate notes and debentures are payable semi-
annually in arrears.
Total interest payments, net of interest received, were $299 million, $291 million, and $281 million for the years
ended December 31, 2016, 2015 and 2014, respectively.
Maturities of long-term debt as of December 31, 2016, are as follows:
$ in millions
Year Ending December 31
2017
2018
2019
2020
2021
Thereafter
Total principal payments
Unamortized premium on long-term debt, net of discount
Debt issuance costs
Total long-term debt
-59-
$
12
853
567
94
740
4,831
7,097
4
(31)
$ 7,070
NORTHROP GRUMMAN CORPORATION
10. INVESTIGATIONS, CLAIMS AND LITIGATION
Litigation
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 construction and delivery of flats
sequencing systems (FSS) as part of the postal automation program. The FSS have been delivered. The company's
lawsuit is based on various theories of liability. The complaint seeks approximately $63 million for unpaid portions
of the contract price, and approximately $115 million based on the company's assertions that, through various acts
and omissions over the life of the contract, the USPS adversely affected the cost and schedule of performance and
materially altered the company's obligations under the contract. The United States responded to the company's
complaint with an answer, denying most of the company's claims, and counterclaims seeking approximately $410
million, less certain amounts outstanding under the contract. The principal counterclaim alleges that the company
delayed its performance and caused damages to the USPS because USPS did not realize certain costs savings as
early as it had expected. On April 2, 2013, the U.S. Department of Justice informed the company of a False Claims
Act complaint relating to the FSS contract that was filed under seal by a relator in June 2011 in the U.S. District
Court for the Eastern District of Virginia. On June 3, 2013, the United States filed a Notice informing the Court that
the United States had decided not to intervene in this case. The relator alleged that the company violated the False
Claims Act in a number of ways with respect to the FSS contract, alleged damage to the USPS in an amount of at
least approximately $179 million annually, alleged that he was improperly discharged in retaliation, and sought an
unspecified partial refund of the contract purchase price, penalties, attorney's fees and other costs of suit. The relator
later voluntarily dismissed his retaliation claim and reasserted it in a separate arbitration, which he also ultimately
voluntarily dismissed. On September 5, 2014, the court granted the company's motion for summary judgment and
ordered the relator's False Claims Act case be dismissed with prejudice. On December 19, 2014, the company filed a
motion for partial summary judgment asking the court to dismiss the principal counterclaim referenced above. On
June 29, 2015, the Court heard argument and denied that motion without prejudice to filing a later motion to
dismiss. Although the ultimate outcome of these matters (“the FSS matters,” collectively), including any possible
loss, cannot be predicted or reasonably estimated at this time, the company intends vigorously to pursue and defend
the FSS matters.
On August 8, 2013, the company received a court-appointed expert's report in litigation pending in the Second
Federal Court of the Federal District in Brazil brought by the Brazilian Post and Telegraph Corporation (ECT), a
Brazilian state-owned entity, against Solystic SAS (Solystic), a French subsidiary of the company, and two of its
consortium partners. In this suit, commenced on December 17, 2004, and relatively inactive for some period of time,
ECT alleges the consortium breached its contract with ECT and seeks damages of approximately R$111 million (the
equivalent of approximately $34 million as of December 31, 2016), plus interest, inflation adjustments and
attorneys’ fees, as authorized by Brazilian law, which amounts could be significant over time. The original suit
sought R$89 million (the equivalent of approximately $27 million as of December 31, 2016) in damages. In October
2013, ECT asserted an additional damage claim of R$22 million (the equivalent of approximately $7 million as of
December 31, 2016). In its counterclaim, Solystic alleges ECT breached the contract by wrongfully refusing to
accept the equipment Solystic had designed and built and seeks damages of approximately €31 million (the
equivalent of approximately $33 million as of December 31, 2016), plus interest, inflation adjustments and
attorneys’ fees, as authorized by Brazilian law. The Brazilian court retained an expert to consider certain issues
pending before it. On August 8, 2013 and September 10, 2014, the company received reports from the expert, which
contain some recommended findings relating to liability and the damages calculations put forth by ECT. Some of the
expert's recommended findings were favorable to the company and others were favorable to ECT. In November
2014, the parties submitted comments on the expert's most recent report. On June 16, 2015, the court published a
decision denying the parties' request to present oral testimony. At some future point, the court is expected to issue a
decision on the parties' claims and counterclaims that could accept or reject, in whole or in part, the expert’s
recommended findings.
The company is a party to various investigations, lawsuits, claims and other legal proceedings, including
government investigations and claims, that arise in the ordinary course of our business. The nature of legal
proceedings is such that we cannot assure the outcome of any particular matter. However, based on information
available to the company to date, and other than with respect to the FSS matters discussed separately above, the
company does not believe that the outcome of any matter pending against the company is likely to have a material
adverse effect on the company's consolidated financial position as of December 31, 2016, or its annual results of
operations and/or cash flows.
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NORTHROP GRUMMAN CORPORATION
11. COMMITMENTS AND CONTINGENCIES
Guarantees of Subsidiary Performance Obligations
The company’s subsidiaries enter into joint ventures, teaming and other business arrangements (collectively,
Business Arrangements). The company generally strives to limit its exposure under these arrangements to its
subsidiary’s investment in the Business Arrangements or to the extent of such subsidiary’s obligations under the
applicable contract. In some cases, however, the company may enter into arrangements to guarantee performance or
certain other obligations of the Business Arrangements and, in such cases, the company generally strives to obtain
cross-indemnification from the other members of the Business Arrangements.
At December 31, 2016, the company is not aware of any existing event of default that would require it to satisfy any
of these guarantees.
U.S. Government Cost Claims
From time to time, the company is advised of claims by the U.S. Government concerning certain potential
disallowed costs, plus, at times, penalties and interest. When such findings are presented, the company and the U.S.
Government representatives engage in discussions to enable the company to evaluate the merits of these claims, as
well as to assess the amounts being claimed. Where appropriate, provisions are made to reflect the company’s
estimated exposure for potential disallowed costs. Such provisions are reviewed periodically using the most recent
information available. The company believes it has adequately reserved for disputed amounts that are probable and
reasonably estimable, and the outcome of any such matters would not have a material adverse effect on its
consolidated financial position as of December 31, 2016, or its annual results of operations and/or cash flows.
Environmental Matters
The table below summarizes management's estimate of the range of reasonably possible future costs for
environmental remediation, the amount accrued within that range, and the deferred costs expected to be recoverable
through overhead charges on U.S. Government contracts as of December 31, 2016 and 2015:
$ in millions
December 31, 2016
December 31, 2015
Range of Reasonably
Possible Future Costs(1)
$379 - $774
$
353 - 812
Accrued
Costs(2)
Deferred
Costs(3)
$
385
370
195
186
(1) Estimated remediation costs are not discounted to present value. The range of reasonably possible future costs does not take
into consideration amounts expected to be recoverable through overhead charges on U.S. Government contracts.
(2) As of December 31, 2016, $119 million is recorded in other current liabilities and $266 million is recorded in other non-current
liabilities.
(3) As of December 31, 2016, $67 million is deferred in inventoried costs and $128 million is deferred in other non-current assets.
These amounts are evaluated for recoverability on a routine basis.
Although management cannot predict whether new information gained as our environmental remediation projects
progress, or as changes in facts and circumstances occur, will materially affect the estimated liability accrued, we do
not anticipate future remediation expenditures associated with our currently identified projects will have a material
adverse effect on the company's consolidated financial position as of December 31, 2016, or its annual results of
operations and/or cash flows.
Financial Arrangements
In the ordinary course of business, the company uses standby letters of credit and guarantees issued by commercial
banks, and surety bonds issued principally by insurance companies to guarantee the performance on certain
obligations. At December 31, 2016, there were $208 million of stand-by letters of credit and guarantees and $180
million of surety bonds outstanding.
Indemnifications
The company has provided indemnification for certain environmental, income tax and other potential liabilities in
connection with certain of its divestitures. The settlement of these liabilities is not expected to have a material
adverse effect on the company’s consolidated financial position as of December 31, 2016, or its annual results of
operations and/or cash flows.
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NORTHROP GRUMMAN CORPORATION
Operating Leases
Rental expense for operating leases was $298 million in 2016, $302 million in 2015, and $304 million in 2014.
These amounts are net of immaterial amounts of sublease rental income. Minimum rental commitments under long-
term non-cancelable operating leases as of December 31, 2016 are payable as follows:
$ in millions
Year Ending December 31
2017
2018
2019
2020
2021
Thereafter
Total minimum lease payments
12. RETIREMENT BENEFITS
$
$
257
186
131
92
66
160
892
Plan Descriptions
U.S. Defined Benefit Pension Plans – The company sponsors several defined benefit pension plans in the U.S.
covering the majority of its employees. Pension benefits for most employees are based on the employee’s years of
service, age and compensation. It is our policy to fund at least the minimum amount required for all qualified plans,
using actuarial cost methods and assumptions acceptable under U.S. Government regulations, by making payments
into benefit trusts separate from the company.
Defined Contribution Plans – The company also sponsors 401(k) defined contribution plans in which most
employees are eligible to participate, including certain employees covered under collective agreements. Company
contributions for most plans are based on employer matching of employee contributions up to four percent of
compensation for employees hired on or before April 1, 2016. In addition to the 401(k) defined contribution benefit,
certain employees hired from July 1, 2008 through April 1, 2016, are eligible to participate in Retirement Account
Contributions (RAC) in lieu of a defined benefit pension plan. Most employees hired after April 1, 2016 and certain
employees that did not previously participate in the pension plan or receive RAC are eligible for an increased
company match of up to seven percent of compensation. The company’s contributions to these defined contribution
plans for the years ended December 31, 2016, 2015 and 2014, were $311 million, $291 million and $282 million,
respectively.
Non-U.S. Benefit Plans – The company sponsors several benefit plans for non-U.S. employees. These plans are
designed to provide benefits appropriate to local practice and in accordance with local regulations. Some of these
plans are funded using benefit trusts separate from the company.
Medical and Life Benefits – The company provides a portion 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 plans upon retirement from active service if they meet specified age and years of service
requirements. Qualifying dependents are also eligible for plan benefits in certain circumstances. The company
reserves the right to amend or terminate the plans at any time. The company has capped the amount of its
contributions to substantially all of its remaining post-retirement medical and life benefit plans.
In addition to a company and employee cost-sharing feature, the health plans also have provisions for deductibles,
co-payments, coinsurance percentages, out-of-pocket limits, conformance to a schedule of reasonable fees, the use
of managed care providers and coordination of benefits with other plans. The plans also provide for a Medicare
carve-out. Subsequent to January 1, 2005 (or earlier at some segments), newly hired employees are not eligible for
subsidized post-retirement medical and life benefits.
Beginning in the third quarter of 2014, in lieu of the benefits previously provided under the plans, the company
provides subsidies to reimburse retirees for a portion of the cost of individual Medicare-supplemental coverage
purchased directly by the retiree through a private insurance exchange. The amendment did not affect Pre-Medicare
retirees.
-62-
NORTHROP GRUMMAN CORPORATION
Summary Plan Results
The cost to the company of its retirement benefit plans is shown in the following table:
$ in millions
Components of net periodic benefit cost
Service cost
Interest cost
Expected return on plan assets
Amortization of:
Prior service credit
Net loss from previous years
Other
Net periodic benefit cost
Year Ended December 31
Pension Benefits
2015
2016
2014
2016
Medical and
Life Benefits
2015
2014
$
446
1,284
(1,853)
$
484
1,224
(1,975)
$
457
1,260
(1,871)
(60)
714
—
531
$
(60)
682
—
355
(59)
327
1
115
$
$
$
$
30
94
(86)
(22)
16
—
32
$
$
35
94
(89)
(28)
27
—
39
$
$
34
99
(83)
(45)
13
—
18
The table below summarizes the components of changes in unamortized benefit plan costs for the years ended
December 31, 2014, 2015 and 2016:
$ in millions
Changes in unamortized benefit plan costs
Change in net actuarial loss
Change in prior service cost
Amortization of:
Prior service credit
Net loss from previous years
Tax benefit related to above items
Change in unamortized benefit plan costs – 2014
Change in net actuarial loss
Amortization of:
Prior service credit
Net loss from previous years
Tax (benefit) expense related to above items
Change in unamortized benefit plan costs – 2015
Change in net actuarial loss
Change in prior service cost
Amortization of:
Prior service credit
Net loss from previous years
Tax (benefit) expense related to above items
Change in unamortized benefit plan costs – 2016
Pension
Benefits
Medical and
Life Benefits
Total
$
$
3,833
—
$
234
(92)
4,067
(92)
59
(327)
(1,357)
2,208
626
60
(682)
(1)
3
1,003
—
45
(13)
(66)
108
(125)
28
(27)
46
(78)
(91)
—
60
(714)
(121)
228
$
$
22
(16)
32
(53) $
104
(340)
(1,423)
2,316
501
88
(709)
45
(75)
912
—
82
(730)
(89)
175
-63-
NORTHROP GRUMMAN CORPORATION
The table below presents the components of accumulated other comprehensive loss related to the company's
retirement benefit plans:
$ in millions
Amounts recorded in accumulated other comprehensive loss
Net actuarial loss
Prior service credit
Income tax benefits related to above items
Unamortized benefit plan costs
Pension Benefits
2016
2015
Medical and
Life Benefits
2016
2015
$ (9,030) $ (8,741) $
244
3,407
304
3,286
$ (5,379) $ (5,151) $
(113) $
44
32
(37) $
(220)
66
64
(90)
The following table sets forth the funded status and amounts recognized in the consolidated statements of financial
position for the company’s retirement benefit plans. Pension benefits data includes the qualified plans, foreign plans
and U.S. unfunded non-qualified plans for benefits provided to directors, officers and certain employees. The
company uses a December 31 measurement date for its plans.
$ in millions
Plan Assets
Fair value of plan assets at beginning of year
Net gain (loss) on plan assets
Employer contributions
Participant contributions
Benefits paid
Other
Fair value of plan assets at end of year
Projected Benefit Obligation
Projected benefit obligation at beginning of year
Service cost
Interest cost
Participant contributions
Actuarial loss (gain)
Benefits paid
Other
Projected benefit obligation at end of year
Funded status
Pension Benefits
2016
2015
Medical and
Life Benefits
2016
2015
$
$ 23,950
1,867
81
11
(1,480)
(45)
24,384
$ 25,063
(258)
578
10
(1,428)
(15)
23,950
$
1,153
97
83
20
(146)
1
1,208
1,216
(5)
68
22
(151)
3
1,153
29,182
446
1,284
11
1,026
(1,480)
(60)
30,409
30,525
484
1,224
10
(1,602)
(1,428)
(31)
29,182
$ (6,025) $ (5,232) $
2,181
2,398
30
35
94
94
20
22
(80)
(219)
(146)
(151)
1
2
2,100
2,181
(892) $ (1,028)
Classification of amounts recognized in the consolidated
statements of financial position
Non-current assets
Current liability
Non-current liability
$
$
2
(146)
(5,881)
18
(142)
(5,108)
$
$
87
(42)
(937)
79
(43)
(1,064)
-64-
NORTHROP GRUMMAN CORPORATION
The following table shows those amounts expected to be recognized in net periodic benefit cost in 2017:
$ in millions
Amounts expected to be recognized in 2017 net periodic
benefit cost
Pension
Benefits
Medical and
Life Benefits
Total
Net actuarial loss
Prior service credit
$
$
712
(58)
$
9
(21)
721
(79)
The accumulated benefit obligation for all defined benefit pension plans was $30.1 billion and $29.0 billion at
December 31, 2016 and 2015, respectively.
Amounts for pension plans with accumulated benefit obligations in excess of fair value of plan assets are as follows:
$ in millions
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
December 31
$
2016
30,350
30,065
24,322
$
2015
29,131
28,923
23,882
-65-
NORTHROP GRUMMAN CORPORATION
Plan Assumptions
On a weighted-average basis, the following assumptions were used to determine benefit obligations and net periodic
benefit cost:
Assumptions used to determine benefit obligation at December 31
Discount rate
Initial cash balance crediting rate assumed for the next year
Rate to which the cash balance crediting rate is assumed to increase
(the ultimate rate)
Year that the cash balance crediting rate reaches the ultimate rate
Rate of compensation increase
Initial health care cost trend rate assumed for the next year
Rate to which the health care cost trend rate is assumed to decline
(the ultimate trend rate)
Year that the health care cost trend rate reaches the ultimate trend
rate
Assumptions used to determine benefit cost for the year ended
December 31
Discount rate
Initial cash balance crediting rate assumed for the next year
Rate to which the cash balance crediting rate is assumed to increase
(the ultimate rate)
Year that the cash balance crediting rate reaches the ultimate 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 health care cost trend rate is assumed to decline
(the ultimate trend rate)
Year that the health care cost trend rate reaches the ultimate trend
rate
Pension Benefits
2016
2015
Medical and
Life Benefits
2016
2015
4.19% 4.53% 4.13% 4.47%
3.10% 3.00%
3.60% 3.75%
2022
2021
3.00% 3.00%
6.50% 7.00%
5.00% 5.00%
2020
2020
4.53% 4.12% 4.47% 4.04%
3.00% 2.75%
3.75% 3.50%
2021
2020
8.00% 8.00% 7.70% 7.58%
3.00% 3.00%
7.00% 6.50%
5.00% 5.00%
2020
2019
Plan Assets and Investment Policy
Plan assets are invested in various asset classes that are expected to produce a sufficient level of diversification and
investment return over the long term. The investment goal is to exceed the assumed rate of return over the long term
within reasonable and prudent levels of risk. Through consultation with our investment management team and
outside investment advisers, management develops expected long-term returns for each of the plans’ strategic asset
classes. In addition to our historical investment performance, we consider several factors, including current market
data such as yields/price-earnings ratios, historical market returns over long periods and periodic surveys of
investment managers’ expectations. Using policy target allocation percentages and the asset class expected returns,
we calculate a weighted-average expected long-term rate of return. Liability studies are conducted on a regular basis
to provide guidance in setting investment goals with an objective to balance risk. Risk targets are established and
monitored against acceptable ranges.
Our investment policies and procedures are designed to ensure the plans’ investments are in compliance with the
Employee Retirement Income Security Act (ERISA). Guidelines are established defining permitted investments
within each asset class. Derivatives are used for transitioning assets, asset class rebalancing, managing currency risk
and for management of fixed-income and alternative investments.
-66-
NORTHROP GRUMMAN CORPORATION
For the majority of the plans’ assets, the investment policies require that the asset allocation be maintained within
the following ranges as of December 31, 2016:
Cash and cash equivalents
U.S. equities
International equities
Fixed-income securities
Alternative investments
Asset Allocation Ranges
0% - 12%
15% - 35%
10% - 30%
20% - 55%
8% - 28%
The table below provides the fair values of the company’s pension and VEBA trust plan assets at December 31,
2016 and 2015, by asset category. The table also identifies the level of inputs used to determine the fair value of
assets in each category. See Note 1 for the definitions of these levels. Certain investments that are measured at fair
value using NAV per share (or its equivalent) as a practical expedient are not required to be categorized in the fair
value hierarchy table. The total fair value of these investments is included in the table below to permit reconciliation
of the fair value hierarchy to amounts presented in the funded status table above. As of December 31, 2016 and
2015, there were no investments expected to be sold at a value materially different than NAV.
$ in millions
Asset category
Cash and cash equivalents
U.S. equities
International equities
Fixed-income securities
U.S. Treasuries
U.S. Government Agency
Non-U.S. Government
Corporate debt
Asset backed
High yield debt
Bank loans
Other Assets
Investments valued using
NAV as a practical expedient
U.S. equities
International equities
Fixed-income funds
Hedge funds
Opportunistic investments
Private equities
Real estate funds
Fair value of plan assets at
the end of the year
Level 1
Level 2
Level 3
Total
2016
2015
2016
2015
2016
2015
2016
2015
$ 72
$ 37
$ 2,477
$ 1,457
$ 2,549
$ 1,494
3,686
2,392
4,043
2,300
(10)
20
—
48
1,109
424
108
3,723
296
1,844
297
12
— $
$
81
3
1
$ 2
530
717
274
4,876
392
1,678
261
5
1
1
3,689
2,441
1,109
424
108
3,723
297
1,844
297
2
700
3,329
99
220
581
1,801
2,379
4,045
2,381
530
717
274
4,876
393
1,678
261
25
593
2,470
133
219
278
1,850
2,886
$6,140
$6,400
$10,338
$10,271
$5
$3
$25,592
$25,103
There were no transfers of plan assets between the three levels of the fair value hierarchy during the years ended
December 31, 2016 and 2015.
Generally, investments are valued based on information in financial publications of general circulation, statistical
and valuation services, records of security exchanges, appraisal by qualified persons, transactions and bona fide
offers. Cash and cash equivalents are predominantly held in money market or short-term investment funds. U.S. and
international equities consist primarily of common stocks and institutional common trust funds. Investments in
certain equity securities, which include domestic and international securities and registered investment companies,
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NORTHROP GRUMMAN CORPORATION
are valued at the last reported sales or quoted price on the last business day of the reporting period. Fair values for
certain fixed-income securities, which are not exchange-traded, are valued using third-party pricing services.
Other assets include derivative assets with a fair value of $19 million and $40 million, derivative liabilities with a
fair value of $28 million and $25 million, and net notional amounts of $2.0 billion and $3.2 billion, as of
December 31, 2016 and 2015, respectively. Derivative instruments may include exchange traded futures contracts,
interest rate swaps, options on futures and swaps, currency contracts, total return swaps and credit default swaps.
Notional amounts do not quantify risk or represent assets or liabilities of the pension and VEBA trusts, but are used
in the calculation of cash settlement under the contracts. The volume of derivative activity is commensurate with the
amounts disclosed at year-end. Certain derivative financial instruments within the pension trust are subject to master
netting agreements with certain counterparties.
Investments in certain equity and fixed-income funds, which include common/collective trust funds, and alternative
investments, including hedge funds, opportunistic investments, private equity funds and real estate funds, are valued
based on the NAV derived by the investment managers, as a practical expedient, and are described further below.
U.S. and International equities: Generally, redemption periods are monthly with a notice requirement less than 30
days. As of December 31, 2016 and 2015, unfunded commitments were not material.
Fixed-income funds: Redemption periods are daily, monthly or quarterly with various notice requirements but
generally are less than 30 days. As of December 31, 2016 and 2015, there were no unfunded commitments.
Hedge funds: The redemption period of hedge funds is generally quarterly and requires a 90-day notice. As of
December 31, 2016 and 2015, there were no unfunded commitments.
Opportunistic investments: Opportunistic investments are primarily held in partnerships with a 5-10 year life. As of
December 31, 2016 and 2015, unfunded commitments were $638 million and $536 million, respectively.
Private equities: The term of each fund is typically 10 or more years and the fund's investors do not have an option
to redeem their interest in the fund. As of December 31, 2016 and 2015, unfunded commitments were $1.3 billion
and $930 million, respectively.
Real estate funds: The closed-end real estate funds and infrastructure funds have terms that are typically 10 or more
years. Generally, with the fund's approval, investors may redeem their interests in the fund. As of December 31,
2016 and 2015, unfunded commitments were $72 million and $80 million, respectively.
For the years ended December 31, 2016 and 2015, the defined benefit pension and VEBA trusts did not hold any
Northrop Grumman common stock.
Benefit Payments
The following table reflects estimated future benefit payments for the next ten years, based upon the same
assumptions used to measure the benefit obligation, and includes expected future employee service, as of
December 31, 2016:
$ in millions
Year Ending December 31
2017
2018
2019
2020
2021
2022 through 2026
Pension Plans
Medical and
Life Plans
Total
$
$
1,531
1,575
1,622
1,670
1,718
9,251
$
150
154
152
153
153
731
1,681
1,729
1,774
1,823
1,871
9,982
In 2017, the company expects to contribute the required minimum funding of approximately $82 million to its
pension plans and approximately $52 million to its medical and life benefit plans. During the year ended
December 31, 2015, the company made a voluntary pension contribution of $500 million.
13. STOCK COMPENSATION PLANS AND OTHER COMPENSATION ARRANGEMENTS
Stock Compensation Plans
At December 31, 2016, the company had stock-based compensation awards outstanding under the following
shareholder-approved plans: the 2001 Long-Term Incentive Stock Plan (2001 Plan) and the 2011 Long-Term
Incentive Stock Plan (2011 Plan), both applicable to employees, and the 1993 Stock Plan for Non-Employee
Directors (1993 SPND).
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NORTHROP GRUMMAN CORPORATION
Employee Plans – The 2011 Plan replaced the 2001 Plan. The only outstanding awards under the 2001 Plan are an
immaterial number of vested stock options, which expire in 2018. In May 2015, the company’s shareholders
approved amendments to the 2011 Plan. These amendments provided that shares issued under the plan would be
counted against the aggregate share limit on a one-for-one basis. As amended, 5.1 million shares plus 2.4 million of
newly authorized shares were available for issuance under the 2011 Plan; as of December 31, 2016, 6.8 million
shares remain available for issuance.
The 2011 Plan provides for the following equity awards: stock options, stock appreciation rights (SARs) and stock
awards. Under the 2011 Plan, no SARs have been granted and there are no outstanding stock options. Stock awards
include restricted performance stock rights (RPSR) and restricted stock rights (RSR). RPSRs generally vest and are
paid following the completion of a three-year performance period, based on achievement of financial objectives
determined by the Board. RSRs generally vest 100% after three years. Each includes dividend equivalents, which
are paid upon payment of the RPSR or RSR. The terms of equity awards granted under the 2011 Plan provide for
accelerated vesting, and in some instances forfeiture, of all or a portion of an award upon termination of
employment.
Non-Employee Director Plans – Awards to non-employee directors are made pursuant to the Northrop Grumman
Corporation Equity Grant Program for Non-Employee Directors under the 2011 Plan (the Director Program), which
was amended and restated effective January 1, 2016. Prior to January 1, 2016, the Director Program and the 1993
SPND provided for quarterly award and vesting of an annual equity retainer in the form of deferred stock units
(Automatic Stock Units) to be paid upon the conclusion of a director's board service, or earlier, as specified by the
director, if the director had five or more years of service.
Under the amended Director Program, each non-employee director is awarded an annual equity grant in the form of
Automatic Stock Units, which vest on the one-year anniversary of the grant date. Directors may elect to have all or
any portion of their Automatic Stock Units paid on (A) the earlier of (i) the beginning of a specified calendar year
after the vesting date or (ii) their separation from service as a member of the Board, or (B) on the vesting date.
Directors that were members of the Board on January 1, 2016 also received a one-time transitional grant of deferred
stock units that vested in May 2016. Directors receiving the transitional grant could elect similar payment terms for
such stock units.
Directors also may elect to defer to a later year all or a portion of their remaining cash retainer or committee retainer
fees into a stock unit account as Elective Stock Units or in alternative investment options. Elective Stock Units are
awarded on a calendar quarterly basis. Directors may elect to have all or a portion of their Elective Stock Units paid
on the earlier of (i) the beginning of a specified calendar year or (ii) their separation from service as a member of the
Board. Stock units awarded under the Director Program are paid out in an equivalent number of shares of Northrop
Grumman common stock. Directors are credited with dividend equivalents in connection with the accumulated stock
units until the shares of common stock relating to such stock units are issued.
Compensation Expense
Stock-based compensation expense for the years ended December 31, 2016, 2015 and 2014 was $93 million, $99
million and $134 million, respectively. The related tax benefits for stock-based compensation for the years ended
December 31, 2016, 2015 and 2014 were $85 million, $103 million and $81 million, respectively.
At December 31, 2016, there was $92 million of unrecognized compensation expense related to unvested stock
awards granted under the company’s stock-based compensation plans. These amounts are expected to be charged to
expense over a weighted-average period of 1.3 years.
Stock Awards
Compensation expense for stock awards is measured at the grant date based on the fair value of the award and is
recognized over the vesting period (generally three years). The fair value of stock awards and performance stock
awards is determined based on the closing market price of the company’s common stock on the grant date. The fair
value of market-based stock awards is determined at the grant date using a Monte Carlo simulation model. For
purposes of measuring compensation expense for performance awards, the number of shares ultimately expected to
vest is estimated at each reporting date based on management’s expectations regarding the relevant performance
criteria.
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NORTHROP GRUMMAN CORPORATION
Stock award activity for the years ended December 31, 2014, 2015 and 2016, is presented in the table below. Vested
awards do not include any adjustments to reflect the final performance measure for issued shares.
Outstanding at January 1, 2014
Granted
Vested
Forfeited
Outstanding at December 31, 2014
Granted
Vested
Forfeited
Outstanding at December 31, 2015
Granted
Vested
Forfeited
Outstanding at December 31, 2016
Stock
Awards
(in thousands)
Weighted-
Average
Grant Date
Fair Value
3,420
$
763
(1,217)
(158)
2,808
539
(1,691)
(70)
1,586
483
(872)
(49)
1,148
$
$
$
61
118
58
70
77
166
62
108
122
186
97
143
167
Weighted-
Average
Remaining
Contractual
Term (in years)
1.5
1.1
1.2
1.3
The majority of our stock awards are granted annually during the first quarter. RSRs typically vest on the third
anniversary of the grant date, while RPSRs generally vest and pay out based on the achievement of financial metrics
for the three-year period ending on December 31 of the third year subsequent to grant.
The grant date fair value of shares issued in settlement of fully vested stock awards was $97 million, $143 million
and $80 million during the years ended December 31, 2016, 2015 and 2014, respectively.
Cash Awards
The company grants certain employees cash units (CUs) and cash performance units (CPUs). Depending on actual
performance against financial objectives, recipients of CPUs earn between 0 and 200 percent of the original grant.
The following table presents the minimum and maximum aggregate payout amounts related to those cash awards
granted for the periods presented:
$ in millions
Minimum aggregate payout amount
Maximum aggregate payout amount
Year Ended December 31
2016
2015
2014
$
39 $
199
37 $
194
32
179
The majority of our cash awards are granted annually during the first quarter. CUs typically vest and settle in cash
on the third anniversary of the grant date, while CPUs generally vest and pay out in cash based on the achievement
of financial metrics for a three-year period ending on December 31 of the third year subsequent to grant. At
December 31, 2016, there was $131 million of unrecognized compensation expense related to cash awards.
14. UNAUDITED SELECTED QUARTERLY DATA
Unaudited quarterly financial results are set forth in the following tables. It is the company’s long-standing practice
to establish actual interim closing dates using a “fiscal” calendar in which we close our books on a Friday near each
quarter-end date, in order to normalize the potentially disruptive effects of quarterly closings on business processes.
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NORTHROP GRUMMAN CORPORATION
This practice is only used at interim periods within a reporting year.
2016
In millions, except per share amounts
Sales
Operating income
Net earnings
Basic earnings per share
Diluted earnings per share
Weighted-average common shares outstanding
Weighted-average diluted shares outstanding
2015
In millions, except per share amounts
Sales
Operating income
Net earnings
Basic earnings per share
Diluted earnings per share
Weighted-average common shares outstanding
Weighted-average diluted shares outstanding
$
$
1st Qtr
5,956
739
556
3.07
3.03
181.3
183.4
1st Qtr
5,957
780
484
2.45
2.41
197.7
200.5
2nd Qtr
6,000
$
797
517
3rd Qtr
6,155
$
826
602
$
4th Qtr
6,397
831
525
2.87
2.85
180.1
181.5
3.38
3.35
178.1
179.6
2.98
2.96
176.0
177.6
2nd Qtr
5,896
$
813
531
3rd Qtr
5,979
$
794
516
$
4th Qtr
5,694
689
459
2.77
2.74
191.8
193.7
2.78
2.75
185.8
187.9
2.52
2.49
182.1
184.2
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NORTHROP GRUMMAN CORPORATION
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 Officer and President) and principal financial officer
(Corporate Vice President and Chief Financial Officer) have evaluated the company’s disclosure controls and
procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 (the Exchange
Act)) as of December 31, 2016, and have concluded that these controls and procedures are effective to ensure that
information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s
rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed in the reports that we file or submit is accumulated and
communicated to management, including the principal 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 three months ended December 31, 2016, no change occurred in our internal controls over financial
reporting that materially affected, or is reasonably likely to materially affect, our internal controls over financial
reporting.
Item 9B. Other Information
None.
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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Northrop Grumman Corporation (the company) prepared and is responsible for the consolidated
financial statements and all related financial information contained in this Annual Report. This responsibility
includes establishing and maintaining effective internal control over financial reporting. The company’s internal
control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with accounting principles
generally accepted in the United States of America.
To comply with the requirements of Section 404 of the Sarbanes–Oxley Act of 2002, the company designed and
implemented a structured and comprehensive assessment process to evaluate its internal control over financial
reporting across the enterprise. The assessment of the effectiveness of the company’s internal control over financial
reporting is based on criteria established in Internal Control—Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Because of its inherent limitations, a system
of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect
misstatements. Management regularly monitors its internal control over financial reporting, and actions are taken to
correct deficiencies as they are identified. Based on its assessment, management has concluded that the company’s
internal control over financial reporting was effective as of December 31, 2016.
Deloitte & Touche LLP issued an attestation report dated January 30, 2017, concerning the company’s internal
control over financial reporting, which is contained in this Annual Report. The company’s consolidated financial
statements as of and for the year ended December 31, 2016, have been audited by the independent registered public
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/ Kenneth L. Bedingfield
Corporate Vice President and Chief Financial Officer
January 30, 2017
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REPORT OF INDEPENDENT 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, 2016, based on criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The
Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the
company’s principal executive and principal financial officers, or persons performing similar functions, and effected
by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion
or improper management override of controls, material misstatements due to error or fraud may not be prevented or
detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over
financial reporting to future periods are subject to the risk that the controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting
as of December 31, 2016, based on the criteria established in Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated financial statements as of and for the year ended December 31, 2016 of the Company and
our report dated January 30, 2017 expressed an unqualified opinion on those financial statements.
/s/ Deloitte & Touche LLP
McLean, Virginia
January 30, 2017
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NORTHROP GRUMMAN CORPORATION
Item 10. Directors, Executive Officers and Corporate Governance
PART III
DIRECTORS
Information about our Directors will be incorporated herein by reference to the Proxy Statement for the 2017 Annual
Meeting of Stockholders, to be filed with the Securities and Exchange Commission (SEC) within 120 days after the
end of our fiscal year.
EXECUTIVE OFFICERS
Our executive officers as of January 30, 2017, are listed below, along with their ages on that date, positions and
offices held with the company, and principal occupations and employment, focused primarily on the past five years.
Name
Wesley G. Bush
Age
Office Held
55 Chairman, Chief
Executive Officer
and President
Since
2010
Recent Business Experience
President and Chief Operating Officer
(2007-2009)
Patrick M. Antkowiak
56 Corporate Vice
2014 Vice President and General Manager, Advanced
M. Sidney Ashworth
President and
Chief Technology
Officer
65 Corporate Vice
President,
Government
Relations
Kenneth L. Bedingfield
44 Corporate Vice
President and
Chief Financial
Officer
Concepts and Technologies Division, Former
Electronic Systems Sector (2010-2014)
2010 Vice President of Washington Operations, GE
Aviation (a provider of aircraft engines,
components and systems) (2010)
2015 Vice President, Finance (2014-2015); Vice
President, Business Management and Chief
Financial Officer, Aerospace Systems Sector
(2013-2014); Corporate Vice President,
Controller and Chief Accounting Officer
(2011-2013)
Mark A. Caylor
52 Corporate Vice
2013
President and
President,
Enterprise
Services and
Chief Strategy
Officer
Sheila C. Cheston
58 Corporate Vice
2010
Lisa R. Davis
President and
General Counsel
55 Corporate Vice
President,
Communications
Corporate Vice President and Treasurer
(2011-2012)
Executive Vice President and Director, BAE
Systems, Inc. (an aerospace and defense
company) (2009 -2010)
2016 Vice President, Communications, Former
Electronic Systems Sector (2014-2016); Vice
President, Communications, AstraZeneca (a
biopharmaceutical company) (2006-2013)
Gloria A. Flach
58 Corporate Vice
2016
President and
Chief Operating
Officer
Corporate Vice President and President, Former
Electronic Systems Sector (2013-2015);
Corporate Vice President and President,
Enterprise Shared Services (2010-2012)
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NORTHROP GRUMMAN CORPORATION
Name
Michael A. Hardesty
Age
Office Held
45 Corporate Vice
President,
Controller, and
Chief Accounting
Officer
Since
2013 Vice President and Chief Financial Officer,
Recent Business Experience
Former Information Systems Sector (2011-2013)
Christopher T. Jones
52 Corporate Vice
2016
President and
President,
Technology
Services Sector
Corporate Vice President and President, Former
Technical Services Sector (2013-2015); Vice
President and General Manager, Integrated
Logistics and Modernization Division, Former
Technical Services Sector (2010-2012)
Denise M. Peppard
60 Corporate Vice
2011 Vice President and Chief Human Resources,
President and
Chief Human
Resources Officer
Computer Sciences Corporation (an information
technology services company) (2010-2011)
David T. Perry
52 Corporate Vice
2012 Vice President and General Manager of Naval
President and
Chief Global
Business
Development
Officer
and Marine Systems Division, Former Electronic
Systems Sector (2009-2012)
Thomas E. Vice
54 Corporate Vice
2013
President and
President,
Aerospace
Systems Sector
Corporate Vice President and President, Former
Technical Services Sector (2010-2012)
Kathy J. Warden
45 Corporate Vice
2016
President and
President,
Mission Systems
Sector
Corporate Vice President and President, Former
Information Systems Sector (2013-2015); Vice
President and General Manager, Cyber
Intelligence Division (2011-2012)
AUDIT COMMITTEE FINANCIAL EXPERT
The information as to the Audit Committee and the Audit Committee Financial Expert will be incorporated herein by
reference to the Proxy Statement for the 2017 Annual Meeting of Stockholders to be filed with the SEC within
120 days after the end of the company’s fiscal year.
CODE OF ETHICS
We have adopted Standards of Business Conduct for all of our employees, including the principal executive officer,
principal financial officer and principal accounting officer. The Standards of Business Conduct can be found on our
internet website at www.northropgrumman.com under “Investor Relations – Corporate Governance – Overview.” A
copy of the Standards of Business Conduct is available to any stockholder who requests it by writing to: Northrop
Grumman Corporation, c/o Office of the Secretary, 2980 Fairview Park Drive, Falls Church, VA 22042. We disclose
amendments to provisions of our Standards of Business Conduct by posting amendments on our website. Waivers of
the provisions of our Standards of Business Conduct that apply to our directors and executive officers are disclosed
in a Current Report on Form 8-K.
The website and information contained on it or incorporated in it are not intended to be incorporated in this report on
Form 10-K or other filings with the SEC.
OTHER DISCLOSURES
Other disclosures required by this Item will be incorporated herein by reference to the Proxy Statement for the 2017
Annual Meeting of Stockholders to be filed within 120 days after the end of the company’s fiscal year.
Item 11. Executive Compensation
Information concerning Executive Compensation, including information concerning Compensation Committee
Interlocks and Insider Participation and Compensation Committee Report, will be incorporated herein by reference
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NORTHROP GRUMMAN CORPORATION
to the Proxy Statement for the 2017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after
the end of the company’s fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information as to Securities Authorized for Issuance Under Equity Compensation Plans and Security Ownership
of Certain Beneficial Owners and Management will be incorporated herein by reference to the Proxy Statement for
the 2017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the company’s
fiscal year.
For a description of securities authorized under our equity compensation plans, see Note 13 to the consolidated
financial statements.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information as to Certain Relationships and Related Transactions and Director Independence will be
incorporated herein by reference to the Proxy Statement for the 2017 Annual Meeting of Stockholders to be filed
with the SEC within 120 days after the end of the company’s fiscal year.
Item 14. Principal Accountant Fees and Services
The information as to Principal Accountant Fees and Services will be incorporated herein by reference to the Proxy
Statement for the 2017 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the
company’s fiscal year.
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NORTHROP GRUMMAN CORPORATION
Item 15. Exhibits and Financial Statement Schedules
(a) 1. Report of Independent Registered Public Accounting Firm
PART IV
Financial Statements
Consolidated Statements of Earnings and Comprehensive Income (Loss)
Consolidated Statements of Financial Position
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Shareholders’ Equity
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
All schedules have been omitted because they are not applicable, not required, or the information has been
otherwise supplied in the financial statements or notes to the financial statements.
3. Exhibits
2(a)
3(a)
3(b)
4(a)
4(b)
4(c)
4(d)
4(e)
Separation and Distribution Agreement dated as of March 29, 2011, among Titan II, Inc.
(formerly Northrop Grumman Corporation), Northrop Grumman Corporation (formerly New P,
Inc.), Huntington Ingalls Industries, Inc., Northrop Grumman Shipbuilding, Inc. and Northrop
Grumman Systems Corporation (incorporated by reference to Exhibit 10.2 to Form 8-K filed
April 4, 2011)
Amended and Restated Certificate of Incorporation of Northrop Grumman Corporation dated
May 29, 2012 (incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarter ended June
30, 2012, filed July 24, 2012)
Amended and Restated Bylaws of Northrop Grumman Corporation dated February 17, 2016
(incorporated by reference to Exhibit 3.2 to Form 8-K filed February 22, 2016)
Registration Rights Agreement dated as of January 23, 2001, by and among Northrop Grumman
Corporation (now Northrop Grumman Systems Corporation), NNG, Inc. (now Northrop
Grumman Corporation) and Unitrin, Inc. (incorporated by reference to Exhibit(d)(6) to
Amendment No. 4 to Schedule TO filed January 31, 2001)
Indenture dated as of October 15, 1994, between Northrop Grumman Corporation (now Northrop
Grumman Systems Corporation) and The Chase Manhattan Bank (National Association), Trustee
(incorporated by reference to Exhibit 4.1 to Form 8-K filed October 25, 1994)
First Supplemental Indenture dated as of March 30, 2011 by and among Northrop Grumman
Systems Corporation, The Bank of New York Mellon (successor trustee to JPMorgan Chase
Bank and The Chase Manhattan Bank, N.A.), Titan II, Inc. (formerly known as Northrop
Grumman Corporation), and Titan Holdings II, L.P., to Indenture dated as of October 15, 1994,
between Northrop Grumman Corporation (now Northrop Grumman Systems Corporation) and
The Chase Manhattan Bank, N.A., Trustee (incorporated by reference to Exhibit 4.1 to Form 10-
Q for the quarter ended March 31, 2011, filed April 27, 2011)
Second Supplemental Indenture dated as of March 30, 2011 by and among Northrop Grumman
Systems Corporation, The Bank of New York Mellon (successor trustee to JPMorgan Chase
Bank and The Chase Manhattan Bank, N.A.), Titan Holdings II, L.P., and Northrop Grumman
Corporation (formerly known as New P, Inc.), to Indenture dated as of October 15, 1994,
between Northrop Grumman Corporation (now Northrop Grumman Systems Corporation) and
The Chase Manhattan Bank, N.A., Trustee (incorporated by reference to Exhibit 4.2 to Form 10-
Q for the quarter ended March 31, 2011, filed April 27, 2011)
Form of Officers’ Certificate (without exhibits) establishing the terms of Northrop Grumman
Corporation’s (now Northrop Grumman Systems Corporation’s) 7.75 percent Debentures due
2016 and 7.875 percent Debentures due 2026 (incorporated by reference to Exhibit 4-3 to
Form S-4 Registration Statement No. 333-02653 filed April 19, 1996)
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NORTHROP GRUMMAN CORPORATION
4(f)
4(g)
4(h)
4(i)
4(j)
4(k)
4(l)
4(m)
4(n)
4(o)
4(p)
Form of Northrop Grumman Corporation’s (now Northrop Grumman Systems Corporation’s)
7.75 percent Debentures due 2016 (incorporated by reference to Exhibit 4-5 to Form S-4
Registration Statement No. 333-02653 filed April 19, 1996)
Form of Northrop Grumman Corporation’s (now Northrop Grumman Systems Corporation’s)
7.875 percent Debentures due 2026 (incorporated by reference to Exhibit 4-6 to Form S-4
Registration Statement No. 333-02653 filed April 19, 1996)
Form of Officers’ Certificate establishing the terms of Northrop Grumman Corporation’s (now
Northrop Grumman Systems Corporation’s) 7.75 percent Debentures due 2031 (incorporated by
reference to Exhibit 10.9 to Form 8-K filed April 17, 2001)
Indenture dated as of April 13, 1998, between Litton Industries, Inc. (predecessor-in-interest to
Northrop Grumman Systems Corporation) and The Bank of New York, as trustee, under which
its 6.75 percent Senior Debentures due 2018 were issued (incorporated by reference to
Exhibit 4.1 to the Form 10-Q of Litton Industries, Inc. for the quarter ended April 30, 1998, filed
June 15, 1998)
Supplemental Indenture with respect to Indenture dated April 13, 1998, dated as of April 3, 2001,
among Litton Industries, Inc. (predecessor-in-interest to Northrop Grumman Systems
Corporation), Northrop Grumman Corporation, Northrop Grumman Systems Corporation and
The Bank of New York, as trustee (incorporated by reference to Exhibit 4.5 to Form 10-Q for the
quarter ended March 31, 2001, filed May 10, 2001)
Supplemental Indenture with respect to Indenture dated April 13, 1998, dated as of December 20,
2002, among Litton Industries, Inc. (predecessor-in-interest to Northrop Grumman Systems
Corporation), Northrop Grumman Corporation, Northrop Grumman Systems Corporation and
The Bank of New York, as trustee (incorporated by reference to Exhibit 4(q) to Form 10-K for
the 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, Inc. (formerly known as
Northrop Grumman Corporation), and Titan Holdings II, L.P., to Indenture dated April 13, 1998,
between Litton Industries, Inc. and The Bank of New York, as trustee (incorporated by reference
to Exhibit 4.3 to Form 10-Q for the quarter ended March 31, 2011, filed April 27, 2011)
Fourth 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 Holdings II, L.P., and
Northrop Grumman Corporation (formerly known as New P., Inc.), to Indenture dated April 13,
1998, between Litton Industries, Inc. and The Bank of New York, as trustee (incorporated by
reference to Exhibit 4.4 to Form 10-Q for the quarter ended March 31, 2011, filed April 27,
2011)
Senior Indenture dated as of December 15, 1991, between Litton Industries, Inc. (predecessor-in-
interest to Northrop Grumman Systems Corporation) and The Bank of New York, as trustee,
under which its 7.75 percent and 6.98 percent debentures due 2026 and 2036 were issued, and
specimens of such debentures (incorporated by reference to Exhibit 4.1 to the Form 10-Q of
Litton Industries, Inc. for the quarter ended April 30, 1996, filed June 11, 1996)
Supplemental Indenture with respect to Indenture dated December 15, 1991, dated as of April 3,
2001, among Litton Industries, Inc. (predecessor-in-interest to Northrop Grumman Systems
Corporation), Northrop Grumman Corporation, Northrop Grumman Systems Corporation and
The Bank of New York, as trustee (incorporated by reference to Exhibit 4.7 to Form 10-Q for the
quarter ended March 31, 2001, filed May 10, 2001)
Supplemental Indenture with respect to Indenture dated December 15, 1991, dated as of
December 20, 2002, among Litton Industries, Inc. (predecessor-in-interest to Northrop Grumman
Systems Corporation), Northrop Grumman Corporation, Northrop Grumman Systems
Corporation and The Bank of New York, as trustee (incorporated by reference to Exhibit 4(t) to
Form 10-K for the year ended December 31, 2002, filed March 24, 2003)
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NORTHROP GRUMMAN CORPORATION
4(q)
4(r)
4(s)
4(t)
4(u)
4(v)
4(w)
4(x)
4(y)
4(z)
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, Inc. (formerly known as
Northrop Grumman Corporation), and Titan Holdings II, L.P., to Senior Indenture dated
December 15, 1991, among Litton Industries, Inc., Northrop Grumman Corporation, Northrop
Grumman Systems Corporation and The Bank of New York, as trustee (incorporated by
reference to Exhibit 4.5 to Form 10-Q for the quarter ended March 31, 2011, filed April 27,
2011)
Fourth 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 Holdings II, L.P., and
Northrop Grumman Corporation (formerly known as New P, Inc.), to Senior Indenture dated
December 15, 1991, among Litton Industries, Inc., Northrop Grumman Corporation, Northrop
Grumman Systems Corporation and The Bank of New York, as trustee (incorporated by
reference to Exhibit 4.6 to Form 10-Q for the quarter ended March 31, 2011, filed April 27,
2011)
Indenture between TRW Inc. (predecessor-in-interest to Northrop Grumman Systems
Corporation) and Mellon Bank, N.A., as trustee, dated as of May 1, 1986 (incorporated by
reference to Exhibit 2 to the Form 8-A Registration Statement of TRW Inc. dated July 3, 1986)
First Supplemental Indenture between TRW Inc. (predecessor-in-interest to Northrop Grumman
Systems Corporation) and Mellon Bank, N.A., as trustee, dated as of August 24, 1989
(incorporated by reference to Exhibit 4(b) to Form S-3 Registration Statement No. 33-30350 of
TRW Inc.)
Fifth Supplemental Indenture between TRW Inc. (predecessor-in-interest to Northrop Grumman
Systems Corporation) and The Chase Manhattan Bank, as successor trustee, dated as of June 2,
1999 (incorporated by reference to Exhibit 4(f) to Form S-4 Registration Statement
No. 333-83227 of TRW Inc. filed July 20, 1999)
Ninth Supplemental Indenture dated as of December 31, 2009 among Northrop Grumman Space
& Mission Systems Corp. (predecessor–in-interest to Northrop Grumman Systems Corporation);
The Bank of New York Mellon, as successor trustee; Northrop Grumman Corporation; and
Northrop Grumman Systems Corporation (incorporated by reference to Exhibit 4(p) to Form 10-
K 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, as successor trustee to JPMorgan Chase
Bank and to Mellon Bank, N.A., Titan II Inc. (formerly known as Northrop Grumman
Corporation), and Titan Holdings II, L.P., to Indenture between TRW Inc. and Mellon Bank,
N.A., as trustee, dated as of May 1, 1986 (incorporated by reference to Exhibit 4.7 to Form 10-Q
for the quarter ended March 31, 2011, filed April 27, 2011)
Eleventh 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, as successor trustee to JPMorgan Chase
Bank and to Mellon Bank, N.A., Titan Holdings II, L.P., and Northrop Grumman Corporation
(formerly known as New P, Inc.) to Indenture between TRW Inc. and Mellon Bank, N.A., as
trustee, dated as of May 1, 1986 (incorporated by reference to Exhibit 4.8 to Form 10-Q for the
quarter ended March 31, 2011, filed April 27, 2011)
Indenture dated as of November 21, 2001, between Northrop Grumman Corporation and
JPMorgan Chase Bank, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed
November 21, 2001)
First Supplemental Indenture dated as of July 30, 2009, between Northrop Grumman
Corporation and The Bank of New York Mellon, as successor trustee, to Indenture dated as of
November 21, 2001 (incorporated by reference to Exhibit 4(a) to Form 8-K filed July 30, 2009)
4(aa)
Form of Northrop Grumman Corporation’s 5.05 percent Senior Note due 2019 (incorporated by
reference to Exhibit 4(c) to Form 8-K filed July 30, 2009)
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NORTHROP GRUMMAN CORPORATION
4(bb)
4(cc)
4(dd)
4(ee)
4(ff)
4(gg)
Second Supplemental Indenture dated as of November 8, 2010, between Northrop Grumman
Corporation and The Bank of New York Mellon, as successor trustee, to Indenture dated as of
November 21, 2001 (incorporated by reference to Exhibit 4(a) to Form 8-K filed November 8,
2010)
Form of Northrop Grumman Corporation’s 3.500% Senior Note due 2021 (incorporated by
reference to Exhibit 4(a) to Form 8-K filed November 8, 2010)
Form of Northrop Grumman Corporation’s 5.050% Senior Note due 2040 (incorporated by
reference to Exhibit 4(a) to Form 8-K filed November 8, 2010)
Third Supplemental Indenture dated as of March 30, 2011, by and among Titan II, Inc. (formerly
known as Northrop Grumman Corporation), The Bank of New York Mellon, as successor trustee
to JPMorgan Chase Bank, and Titan Holdings II, L.P., to Indenture dated as of November 21,
2001 between Northrop Grumman Corporation and JPMorgan Chase Bank, as trustee
(incorporated by reference to Exhibit 4.9 to Form 10-Q 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 Indenture dated as of
November 21, 2001 between Northrop Grumman Corporation and JPMorgan Chase Bank, as
trustee (incorporated by reference to Exhibit 4.10 to Form 10-Q for the quarter ended March 31,
2011, filed April 27, 2011)
Fifth Supplemental Indenture, dated as of May 31, 2013, between Northrop Grumman
Corporation and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Trustee,
to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4(a) to Form
8-K filed May 31, 2013)
4(hh)
Form of 1.750% Senior Note due 2018 (incorporated by reference to Exhibit 4(a) to Form 8-K
filed May 31, 2013)
4(ii)
4(jj)
4(kk)
Form of 3.250% Senior Note due 2023 (incorporated by reference to Exhibit 4(a) to Form 8-K
filed May 31, 2013)
Form of 4.750% Senior Note due 2043 (incorporated by reference to Exhibit 4(a) to Form 8-K
filed May 31, 2013)
Sixth Supplemental Indenture, dated as of February 6, 2015, between Northrop Grumman
Corporation and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Trustee,
to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4.1 to Form 8-
K filed February 6, 2015)
4(ll)
Form of 3.850% Senior Note due 2045 (incorporated by reference to Exhibit 4.1 to Form 8-K
filed February 6, 2015)
4(mm)
Seventh Supplemental Indenture, dated as of December 1, 2016, between Northrop Grumman
Corporation and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Trustee,
to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4.1 to Form 8-
K filed December 1, 2016)
4(nn)
10(a)
Form of 3.200% Senior Note due 2027 (incorporated by reference to Exhibit 4.1 to Form 8-K
filed December 1, 2016)
Amended and Restated Credit Agreement, dated as of July 8, 2015, among Northrop Grumman
Corporation, as Borrower; Northrop Grumman Systems Corporation, as Guarantor; the lenders
party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by
reference to Exhibit 10.1 to Form 8-K filed July 9, 2015)
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NORTHROP GRUMMAN CORPORATION
10(b)
10(c)
10(d)
Form of Guarantee dated as of April 3, 2001, by Northrop Grumman Corporation of the
indenture indebtedness issued by Litton Industries, Inc. (predecessor-in-interest to Northrop
Grumman Systems Corporation) (incorporated by reference to Exhibit 10.10 to Form 8-K filed
April 17, 2001)
Form of Guarantee dated as of April 3, 2001, by Northrop Grumman Corporation of Northrop
Grumman Systems Corporation indenture indebtedness (incorporated by reference to
Exhibit 10.11 to Form 8-K and filed April 17, 2001)
Form of Guarantee dated as of March 27, 2003, by Northrop Grumman Corporation, as
Guarantor, in favor of JP Morgan Chase Bank, as trustee, of certain debt securities issued by the
former Northrop Grumman Space & Mission Systems Corp. (predecessor-in-interest to Northrop
Grumman Systems Corporation) (incorporated by reference to Exhibit 4.2 to Form 10-Q for the
quarter ended March 31, 2003, filed May 14, 2003)
+10(e)
Northrop Grumman Corporation 1993 Stock Plan for Non-Employee Directors (as Amended and
Restated January 1, 2010) (incorporated by reference to Exhibit 10.1 to Form 10-Q for the
quarter ended June 30, 2009, filed July 23, 2009)
+10(f)
+10(g)
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 (As amended through December 19,
2007) (incorporated by reference to Exhibit A to the Company’s Proxy Statement on Schedule
14A for the 2008 Annual Meeting of Shareholders filed April 21, 2008)
(i) Form of Agreement for 2010 Stock Options (incorporated by reference to Exhibit 10.3 to Form
10-Q for the quarter ended March 31, 2010, filed April 28, 2010)
(ii) Form of Agreement for 2011 Stock Options granted under the Northrop Grumman 2001 Long-
Term Incentive Stock Plan (As amended through December 19, 2007) (incorporated by reference
to Exhibit 10.1 of Form 8-K filed February 22, 2011)
+10(h)
Amended and Restated 2011 Long-Term Incentive Stock Plan (as amended and restated effective
as of May 20, 2015) (incorporated by reference to Appendix B to the Northrop Grumman
Corporation Proxy Statement on Schedule 14A for the 2015 Annual Meeting of Shareholders
filed April 6, 2015, File No. 001-16411)
(i) Northrop Grumman Corporation Equity Grant Program for Non-Employee Directors under the
Northrop Grumman 2011 Long-Term Incentive Stock Plan, Amended and Restated Effective
January 1, 2016 (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended
September 30, 2015, filed October 28, 2015)
+10(i)
Northrop Grumman 2011 Long-Term Incentive Stock Plan (as Amended Through December 4,
2014) (incorporated by reference to Exhibit 10(h) to Form 10-K for the year ended December 31,
2014, filed February 2, 2015)
(i) Summary of Non-Employee Director Award Terms Under the 2011 Long-Term Incentive Stock
Plan effective December 21, 2011 (incorporated by reference 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, Amended and Restated Effective
January 1, 2015 (incorporated by reference to Exhibit 10(h)(ii) to Form 10-K for the year ended
December 31, 2014, filed February 2, 2015)
(iii) Grant Certificate Specifying the Terms and Conditions Applicable to 2013 Restricted Stock
Rights Granted Under the 2011 Long-Term Incentive Stock Plan (incorporated by reference to
Exhibit 10.1 to Form 8-K filed February 21, 2013)
(iv) Grant Certificate Specifying the Terms and Conditions Applicable to 2013 Restricted
Performance Stock Rights Granted Under the 2011 Long-Term Incentive Stock Plan
(incorporated by reference to Exhibit 10.2 to Form 8-K filed February 21, 2013)
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NORTHROP GRUMMAN CORPORATION
(v) Grant Certificate Specifying the Terms and Conditions Applicable to Special 2013 Restricted
Stock Rights Granted to James F. Palmer Under the 2011 Long-Term Incentive Stock Plan
(incorporated by reference to Exhibit 10.1 to Form 8-K filed September 23, 2013)
(vi) Grant Certificate Specifying the Terms and Conditions Applicable to 2014 Restricted Stock
Rights Granted Under the 2011 Long-Term Incentive Stock Plan (incorporated by reference to
Exhibit 10.1 to Form 8-K filed February 24, 2014)
(vii) Grant Certificate Specifying the Terms and Conditions Applicable to 2014 Restricted
Performance Stock Rights Granted Under the 2011 Long-Term Incentive Stock Plan
(incorporated by reference to Exhibit 10.2 to Form 8-K filed February 24, 2014)
(viii) Amended and Restated Grant Certificate Specifying the Terms and Conditions Applicable to
2014 Restricted Stock Rights Granted Under the 2011 Long-Term Incentive Stock Plan
(incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2014,
filed July 23, 2014)
(ix) Amended and Restated Grant Certificate Specifying the Terms and Conditions Applicable to 2014
Restricted Performance Stock Rights Granted Under the 2011 Long-Term Incentive Stock Plan
(incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended June 30, 2014,
filed July 23, 2014)
(x) Grant Certificate Specifying the Terms and Conditions Applicable to 2015 Restricted Stock
Rights Granted Under the 2011 Long-Term Incentive Stock Plan (incorporated by reference to
Exhibit 10.1 to Form 8-K filed February 20, 2015)
(xi) Grant Certificate Specifying the Terms and Conditions Applicable to 2015 Restricted
Performance Stock Rights Granted Under the 2011 Long-Term Incentive Stock Plan
(incorporated by reference to Exhibit 10.2 to Form 8-K filed February 20, 2015)
(xii) Grant Certificate Specifying the Terms and Conditions Applicable to 2016 Restricted Stock
Rights Granted Under the 2011 Long-Term Incentive Stock Plan (incorporated by reference to
Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2016 filed April 27, 2016)
(xiii) Grant Certificate Specifying the Terms and Conditions Applicable to 2016 Restricted
Performance Stock Rights Granted Under the 2011 Long-Term Incentive Stock Plan
(incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2016
filed April 27, 2016)
+10(j)
Northrop Grumman Supplemental Plan 2 (Amended and Restated Effective as of January 1,
2014) (incorporated by reference to Exhibit 10(l) to Form 10-K for the year ended December 31,
2013, Filed February 3, 2014)
(i) Appendix B to the Northrop Grumman Supplemental Plan 2: ERISA Supplemental Program 2
(Amended and Restated Effective as of January 1, 2014) (incorporated by reference to Exhibit 10
(l)(i) to Form 10-K for the year ended December 31, 2013, filed February 3, 2014)
(ii) Appendix F to the Northrop Grumman Supplemental Plan 2: CPC Supplemental Executive
Retirement Program (Amended and Restated Effective as of January 1, 2012) (incorporated by
reference to Exhibit 10(k)(iii) to Form 10-K for the year ended December 31, 2011, filed
February 8, 2012)
(iii) Appendix G to the Northrop Grumman Supplemental Plan 2: Officers Supplemental Executive
Retirement Program (Amended and Restated Effective as of January 1, 2012) (incorporated by
reference to Exhibit 10(k)(iv) to Form 10-K for the year ended December 31, 2011, filed
February 8, 2012)
(iv) Appendix I to the Northrop Grumman Supplemental Plan 2: Officers Supplemental Executive
Retirement Program II (Amended and Restated January 1, 2014) (incorporated by reference to
Exhibit 10(k)(iv) to Form 10-K for the year ended December 31, 2015, filed February 1, 2016)
+10(k)
Northrop Grumman Supplementary Retirement Income Plan (formerly TRW Supplementary
Retirement Income Plan) (Amended and Restated Effective January 1, 2014) (incorporated by
reference to Exhibit 10(m) to Form 10-K for the year ended December 31, 2013, filed February
3, 2014)
+10(l)
Northrop Grumman Electronic Systems Executive Pension Plan (Amended and Restated
Effective as of January 1, 2016) (incorporated by reference to Exhibit 10(m) to Form 10-K for
the year ended December 31, 2015, filed February 1, 2016)
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NORTHROP GRUMMAN CORPORATION
+10(m)
Severance Plan for Elected and Appointed Officers of Northrop Grumman Corporation
(Amended and Restated Effective July 20, 2012) (incorporated by reference to Exhibit 10.4 to
Form 10-Q for the quarter ended September 30, 2012, filed October 23, 2012)
+10(n)
Non-Employee Director Compensation Term Sheet, effective May 20, 2015 (incorporated by
reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2015, filed July 29, 2015)
+10(o)
Non-Employee Director Compensation Term Sheet, effective May 18, 2016 (incorporated by
reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2016, filed July 27, 2016)
+10(p)
+10(q)
+10(r)
+10(s)
+10(t)
+10(u)
Form of Indemnification Agreement between Northrop Grumman Corporation and its directors
and executive officers (incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter
ended March 31, 2012, filed April 24, 2012)
Northrop Grumman Deferred Compensation Plan (Amended and Restated Effective as of April
1, 2016) (incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended March
31, 2016, filed April 27, 2016)
The 2002 Incentive Compensation Plan of Northrop Grumman Corporation, As Amended and
Restated effective January 1, 2009 (incorporated by reference to Exhibit 10.6 to Form 10-Q for
the quarter ended March 31, 2009, filed April 22, 2009)
Northrop Grumman 2006 Annual Incentive Plan and Incentive Compensation Plan (for Non-
Section 162(m) Officers), as amended and restated effective January 1, 2009 (incorporated by
reference to Exhibit 10.7 to Form 10-Q for the quarter ended March 31, 2009, filed April 22,
2009)
Northrop Grumman Savings Excess Plan (Amended and Restated Effective as of January 1,
2016) (incorporated by reference to Exhibit 10(v) to Form 10-K for the year ended December 31,
2015, filed February 1, 2016)
Northrop Grumman Officers Retirement Account Contribution Plan (Amended and Restated
Effective as of April 1, 2016) (incorporated by reference to Exhibit 10.4 to Form 10-Q for the
quarter ended March 31, 2016, filed April 27, 2016)
+10(v)
Compensatory Arrangements of Certain Officers (incorporated by reference to Item 5.02(e) of
Form 8-K filed February 20, 2015)
+10(w) 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, filed April 24,
2007), as amended by Amendment to Letter Agreement between Northrop Grumman
Corporation and James F. Palmer dated December 17, 2008 (incorporated by reference to Exhibit
10.3 to Form 8-K filed December 19, 2008)
+10(x)
Northrop Grumman Supplemental Retirement Replacement Plan, as Restated, dated January 1,
2008 between Northrop Grumman Corporation and James F. Palmer (incorporated by reference
to Exhibit 10.4 to Form 8-K filed December 19, 2008)
(i) First Amendment to the Northrop Grumman Supplemental Retirement Replacement Plan,
dated October 25, 2011 (incorporated by reference to Exhibit 10(bb)(i) to Form 10-K for the
year ended December 31, 2011, filed February 7, 2012)
+*10(y) Northrop Grumman Corporation Special Officer Retiree Medical Plan (Amended and Restated
Effective January 1, 2015)
+10(z)
Executive Life Insurance Policy (incorporated by reference to Exhibit 10(gg) to Form 10-K for
the year ended December 31, 2004, filed March 4, 2005)
+10(aa) Executive Accidental Death, Dismemberment and Plegia Insurance Policy Terms applicable to
Executive Officers dated January 1, 2009 (incorporated by reference to Exhibit 10.3 to Form 10-
Q for the quarter ended March 31, 2009, filed April 22, 2009)
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NORTHROP GRUMMAN CORPORATION
+10(bb) Executive Long-Term Disability Insurance Policy as amended by Amendment No. 2 dated
June 19, 2008 and effective as of October 4, 2007 (incorporated by reference to Exhibit 10(2) to
Form 10-Q for the quarter ended June 30, 2008, filed July 29, 2008)
+10(cc) Executive Dental Insurance Policy Group Numbers 5134 and 5135 (incorporated by reference to
Exhibit 10(m) to Form 10-K for the year ended December 31, 1995, filed February 22, 1996), as
amended by action of the Compensation Committee of the Board of Directors of Northrop
Grumman Corporation effective July 1, 2009 (incorporated by reference to Item 5.02(e) of Form
8-K filed May 26, 2009)
+*10(dd) Group Personal Excess Liability Policy dated October 20, 2016 and effective as of January 1,
2017
+10(ee) Letter dated December 16, 2009 from Northrop Grumman Corporation to Wesley G. Bush
regarding compensation effective January 1, 2010 (incorporated by reference to Exhibit 10.2 to
Form 8-K filed December 21, 2009)
+10(ff) Northrop Grumman Corporation 1995 Stock Plan for Non-Employee Directors, as Amended as
of May 16, 2007 (incorporated by reference to Exhibit A to the Company’s Proxy Statement on
Schedule 14A for the 2007 Meeting of Shareholders filed April 12, 2007)
+10(gg) Relocation Agreement between Northrop Grumman Corporation and Gloria A. Flach dated
December 1, 2015 (incorporated by reference to Exhibit 10(ii) to Form 10-K for the year ended
December 31, 2015, filed February 1, 2016)
+10(hh) Relocation Agreement between Northrop Grumman Corporation and Kathy J. Warden dated
December 1, 2015 (incorporated by reference to Exhibit 10(jj) to Form 10-K for the year ended
December 31, 2015, filed February 1, 2016)
*12(a)
Computation of Ratio of Earnings to Fixed Charges
*21
*23
*24
Subsidiaries
Consent of Independent Registered Public Accounting Firm
Power of Attorney
*31.1
Certification of Wesley G. Bush pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2
Certification of Kenneth L. Bedingfield pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
**32.1
Certification of Wesley G. Bush pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**32.2
Certification of Kenneth L. Bedingfield pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
*101
+
*
**
Northrop Grumman Corporation Annual Report on Form 10-K for the fiscal year ended
December 31, 2016, formatted in XBRL (Extensible Business Reporting Language); (i) the
Consolidated Statements of Earnings and Comprehensive Income (Loss), (ii) Consolidated
Statements of Financial Position, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated
Statements of Changes in Shareholders’ Equity, and (v) Notes to Consolidated Financial
Statements
Management contract or compensatory plan or arrangement
Filed with this Report
Furnished with this Report
-85-
NORTHROP GRUMMAN CORPORATION
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 30th day of
January 2017.
SIGNATURES
NORTHROP GRUMMAN CORPORATION
By:
/s/ Michael A. Hardesty
Michael A. Hardesty
Corporate Vice President, Controller, and Chief
Accounting Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on behalf of the
registrant this the 30th day of January 2017, by the following persons and in the capacities indicated.
Signature
Wesley G. Bush*
Kenneth L. Bedingfield*
Michael A. Hardesty
Marianne C. Brown*
Victor H. Fazio*
Donald E. Felsinger*
Ann M. Fudge*
Bruce S. Gordon*
William H. Hernandez*
Madeleine A. Kleiner*
Karl J. Krapek*
Richard B. Myers*
Gary Roughead*
Thomas M. Schoewe*
James S. Turley*
Mark A. Welsh III*
*By:
/s/ Jennifer C. McGarey
Jennifer C. McGarey
Corporate Vice President and Secretary
Attorney-in-Fact
pursuant to a power of attorney
Title
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
Director
Director
Director
Director
Director
Director
Director
Director
Director
-86-
USE OF NON-GAAP FINANCIAL MEASURES
This Annual Report contains a non-GAAP (accounting principles generally accepted in the United States of America)
financial measure, as defined by SEC (Securities and Exchange Commission) Regulation G. While we believe investors
and other users of our financial statements may find this non-GAAP financial measure useful in evaluating our
financial performance and operational trends, it should be considered as supplemental in nature, and therefore,
should not be considered in isolation or as a substitute for financial information prepared in accordance with GAAP.
The definition and reconciliation for the non-GAAP financial measure contained in this Annual Report is provided
below. Other companies may define this measure differently or may utilize different non-GAAP financial measures.
FREE CASH FLOW:
Net cash provided by operating activities less capital expenditures. We use free cash flow as a key factor in our planning
for, and consideration of, acquisitions, stock repurchases and the payment of dividends. This measure may be useful
to investors and other users of our financial statements as a supplemental measure of our cash performance, but
should not be considered in isolation, as a measure of residual cash flow available for discretionary purposes, or
as an alternative to operating results presented in accordance with GAAP. Free cash flow is reconciled below.
($M)
Net cash provided by operating activities
Less: Capital expenditures
Free cash flow
2016
$2,813
(920)
$1,893
2015
$2,162
(471)
$1,691
2014
$2,593
(561)
$2,032
NORTHROP GRUMMAN 2016 ANNUAL REPORT
GENERAL INFORMATION
NORTHROP GRUMMAN
ON THE INTERNET
Information on Northrop Grumman
and its sectors, including press
releases and this annual report,
can be found at:
www.northropgrumman.com
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, May 17, 2017
8 a.m. EDT
Northrop Grumman Corporation
Corporate Office
2980 Fairview Park Drive
Falls Church, Virginia 22042
INDEPENDENT AUDITORS
Deloitte & Touche LLP
STOCK LISTING
Northrop Grumman Corporation
common stock is listed on the
New York Stock Exchange
(trading symbol NOC).
TRANSFER AGENT, REGISTRAR AND
DIVIDEND PAYING AGENT
Computershare
P.O. Box 30170
College Station, TX 77842-3170
(877) 498-8861
www.computershare.com/investor
DIVIDEND REINVESTMENT PROGRAM
Registered owners of Northrop Grumman
Corporation common stock are eligible to
participate in the company’s Automatic Dividend
Reinvestment Plan. Under this plan, shares are
purchased with reinvested cash dividends and
voluntary cash payments of up to a specified
amount per calendar year.
For information on the company’s Dividend
Reinvestment Service, contact our Transfer
Agent and Registrar, Computershare.
COMPANY SHAREHOLDER SERVICES
Shareholders with questions regarding stock
ownership should contact our Transfer Agent
and Registrar, Computershare. Stock ownership
inquiries may also be directed to Northrop
Grumman’s Shareholder Services via e-mail
at sharesrv@ngc.com
DUPLICATE MAILINGS
Stockholders with more than one account or
who share the same address with another
stockholder may receive more than one annual
report. To eliminate duplicate mailings or to
consolidate accounts, contact Computershare.
Separate dividend checks and proxy materials
will continue to be sent for each account on
our records.
INVESTOR RELATIONS
Securities analysts, institutional investors
and portfolio managers should contact
Northrop Grumman Investor Relations
at (703) 280-2268 or send an e-mail to
investors@ngc.com
MEDIA RELATIONS
Inquiries from the media should
be directed to Northrop Grumman
Corporate Communications at
(703) 280-2720 or send an e-mail to
newsbureau@ngc.com
ELECTRONIC DELIVERY
OF FUTURE SHAREHOLDER
COMMUNICATIONS
If you would like to help conserve natural
resources and reduce the costs incurred by
Northrop Grumman Corporation in mailing
proxy materials, you can consent to
receiving all future proxy statements,
proxy cards and annual reports
electronically via e-mail or the Internet.
To sign up for electronic delivery,
registered shareholders may log on to
www.computershare.com/investor
NORTHROP GRUMMAN 2016 ANNUAL REPORT 2980 Fairview Park Drive
Falls Church, VA 22042-4511
www.northropgrumman.com