filings.toolsNorthrop Grumman 10-Q 2023-06-30
Filed 2023-07-27. 8 sections, 176K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM | 10-Q |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2023
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-16411
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 80-0640649 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| 2980 Fairview Park Drive | |||||||||||
| Falls Church, | Virginia | 22042 | |||||||||
| (Address of principal executive offices) | (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 | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock | NOC | New York Stock Exchange |
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 for 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer ☒ Accelerated Filer ☐
Non-accelerated Filer ☐ Smaller Reporting Company ☐
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of July 24, 2023, 151,299,696 shares of common stock were outstanding.
NORTHROP GRUMMAN CORPORATION
TABLE OF CONTENTS
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NORTHROP GRUMMAN CORPORATION
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||||||||||||||
| $ in millions, except per share amounts | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Sales | |||||||||||||||||||||||
| Product | $ | 7,441 | $ | 6,779 | $ | 14,712 | $ | 13,620 | |||||||||||||||
| Service | 2,135 | 2,022 | 4,165 | 3,978 | |||||||||||||||||||
| Total sales | 9,576 | 8,801 | 18,877 | 17,598 | |||||||||||||||||||
| Operating costs and expenses | |||||||||||||||||||||||
| Product | 5,876 | 5,281 | 11,603 | 10,661 | |||||||||||||||||||
| Service | 1,660 | 1,561 | 3,249 | 3,105 | |||||||||||||||||||
| General and administrative expenses | 1,073 | 1,005 | 2,111 | 1,981 | |||||||||||||||||||
| Total operating costs and expenses | 8,609 | 7,847 | 16,963 | 15,747 | |||||||||||||||||||
| Operating income | 967 | 954 | 1,914 | 1,851 | |||||||||||||||||||
| Other (expense) income | |||||||||||||||||||||||
| Interest expense | (147) | (131) | (276) | (264) | |||||||||||||||||||
| Non-operating FAS pension benefit | 133 | 377 | 265 | 753 | |||||||||||||||||||
| Other, net | 34 | (50) | 82 | (46) | |||||||||||||||||||
| Earnings before income taxes | 987 | 1,150 | 1,985 | 2,294 | |||||||||||||||||||
| Federal and foreign income tax expense | 175 | 204 | 331 | 393 | |||||||||||||||||||
| Net earnings | $ | 812 | $ | 946 | $ | 1,654 | $ | 1,901 | |||||||||||||||
| Basic earnings per share | $ | 5.35 | $ | 6.09 | $ | 10.87 | $ | 12.21 | |||||||||||||||
| Weighted-average common shares outstanding, in millions | 151.7 | 155.4 | 152.1 | 155.7 | |||||||||||||||||||
| Diluted earnings per share | $ | 5.34 | $ | 6.06 | $ | 10.83 | $ | 12.16 | |||||||||||||||
| Weighted-average diluted shares outstanding, in millions | 152.2 | 156.0 | 152.7 | 156.3 | |||||||||||||||||||
| Net earnings (from above) | $ | 812 | $ | 946 | $ | 1,654 | $ | 1,901 | |||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Change in cumulative translation adjustment | 3 | (13) | 5 | (15) | |||||||||||||||||||
| Change in other, net | (2) | — | (2) | (1) | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | 1 | (13) | 3 | (16) | |||||||||||||||||||
| Comprehensive income | $ | 813 | $ | 933 | $ | 1,657 | $ | 1,885 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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NORTHROP GRUMMAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited)
| $ in millions, except par value | June 30, 2023 | December 31, 2022 | |||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 3,384 | $ | 2,577 | |||||||
| Accounts receivable, net | 2,096 | 1,511 | |||||||||
| Unbilled receivables, net | 5,870 | 5,983 | |||||||||
| Inventoried costs, net | 1,287 | 978 | |||||||||
| Prepaid expenses and other current assets | 1,232 | 1,439 | |||||||||
| Total current assets | 13,869 | 12,488 | |||||||||
| Property, plant and equipment, net of accumulated depreciation of $7,611 for 2023 and $7,258 for 2022 | 8,976 | 8,800 | |||||||||
| Operating lease right-of-use assets | 1,763 | 1,811 | |||||||||
| Goodwill | 17,517 | 17,516 | |||||||||
| Intangible assets, net | 344 | 384 | |||||||||
| Deferred tax assets | 452 | 162 | |||||||||
| Other non-current assets | 2,688 | 2,594 | |||||||||
| Total assets | $ | 45,609 | $ | 43,755 | |||||||
| Liabilities | |||||||||||
| Trade accounts payable | $ | 2,056 | $ | 2,587 | |||||||
| Accrued employee compensation | 1,878 | 2,057 | |||||||||
| Advance payments and billings in excess of costs incurred | 3,397 | 3,609 | |||||||||
| Other current liabilities | 4,226 | 3,334 | |||||||||
| Total current liabilities | 11,557 | 11,587 | |||||||||
| Long-term debt, net of current portion of $1,097 for 2023 and $1,072 for 2022 | 13,796 | 11,805 | |||||||||
| Pension and other postretirement benefit plan liabilities | 1,161 | 1,188 | |||||||||
| Operating lease liabilities | 1,772 | 1,824 | |||||||||
| Other non-current liabilities | 1,837 | 2,039 | |||||||||
| Total liabilities | 30,123 | 28,443 | |||||||||
| Commitments and contingencies (Note 6) | |||||||||||
| Shareholders’ equity | |||||||||||
| Preferred stock, $1 par value; 10,000,000 shares authorized; no shares issued and outstanding | — | — | |||||||||
| Common stock, $1 par value; 800,000,000 shares authorized; issued and outstanding: 2023—151,388,972 and 2022—153,157,924 | 151 | 153 | |||||||||
| Paid-in capital | — | — | |||||||||
| Retained earnings | 15,485 | 15,312 | |||||||||
| Accumulated other comprehensive loss | (150) | (153) | |||||||||
| Total shareholders’ equity | 15,486 | 15,312 | |||||||||
| Total liabilities and shareholders’ equity | $ | 45,609 | $ | 43,755 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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**NORTHROP GRUM
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
Northrop Grumman Corporation (herein referred to as “Northrop Grumman,” the “company,” “we,” “us,” or “our”) is a leading global aerospace and defense technology company. We deliver a broad range of products, services and solutions to United States (U.S.) and international customers, and principally to the U.S Department of Defense (DoD) and intelligence community. Our broad portfolio is aligned to support national security priorities and our solutions equip our customers with capabilities they need to connect, protect and advance humanity.
The company is a leading provider of space systems, advanced aircraft, missile defense, advanced weapons and long-range fires capabilities, mission systems, networking and communications, strategic deterrence systems, and breakthrough technologies, such as artificial intelligence, advanced computing and cyber. We are focused on competing and winning programs that enable continued growth, performing on our commitments and affordably delivering capability our customers need. With the investments we've made in advanced technologies, combined with our talented workforce and digital transformation capabilities, Northrop Grumman is well positioned to meet our customers' needs today and in the future.
The following discussion should be read along with the financial statements included in this Form 10-Q, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Liquidity and Capital Resources,” “Quantitative and Qualitative Disclosures About Market Risks” and “Risk Factors” in our 2022 Annual Report on Form 10-K, which provides additional information on our business, the environment in which we operate and our operating results.
Global Security Environment
The U.S. and its allies continue to face a global security environment of heightened tensions and instability, threats from state and non-state actors, including in particular major global powers, as well as terrorist organizations, increasing nuclear tensions, diverse regional security concerns and political instability. The market for defense products, services and solutions globally is driven by these complex and evolving security challenges, considered in the broader context of political and socioeconomic circumstances and priorities. Our operations and financial performance, as well as demand for our products and services, are impacted by global events, including violence and unrest. The same is true for our suppliers and other business partners.
The conflict in Ukraine has increased global tensions and instability, highlighted threats and increased global demand, as well as further disrupted global supply chains and added costs. We have experienced a modest increase in demand for certain of our goods and services directly and indirectly related to the conflict in the Ukraine. We also have experienced a slight disruption to some of our programs and supply chain, including unanticipated cost growth, as a result of the conflict in Ukraine and economic sanctions. However, we do not have sizable business dealings in Russia or Ukraine, and do not anticipate significant adverse impacts directly from the ongoing conflict.
More broadly, the conflict in Ukraine and threats elsewhere have heightened tensions and highlighted security requirements globally, especially in Europe and the Pacific region, as well as the U.S. We have started to see, and expect to continue to see, increased demand for defense products and services from allies and partner nations, particularly in those areas. We are actively exploring both opportunities and risks.
Global Health Environment
Since at least March 2020, when it was first characterized as a global pandemic, COVID-19 has dramatically impacted the global health and economic environments, including millions of confirmed cases and deaths, business slowdowns or shutdowns, labor shortfalls, supply chain challenges, regulatory challenges, inflationary pressures and market volatility. We discussed in some detail in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2020, 2021, and 2022, and subsequent SEC filings, the pandemic, its impacts and risks, and actions taken up to the time of each filing. In this Form 10-Q, we provide a further update.
In May 2023, the World Health Organization declared an end to the global public health emergency for the COVID-19 pandemic. For the first half of 2023, direct impacts of the COVID-19 pandemic on our business remained limited. While we cannot predict the future course of COVID-19 or its consequences, we are not currently assuming significant additional direct COVID-19 related impacts on our business.
The company continues to work to monitor and address the global health environment, including its impact on our company, our employees, our customers, our suppliers and our communities. Our goals have been, and continue to be, to keep our employees safe, to lessen the potential adverse impacts, both health and economic, and to continue to position the company for long-term success. Like the communities in which we operate, our actions have varied, and
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NORTHROP GRUMMAN CORPORATION
will continue to vary, depending on the state of the global health environment, including as it relates to COVID-19 and other illnesses, applicable government requirements, and the needs of our stakeholders.
Global Economic Environment
In part as a result of the COVID-19 pandemic, the global economic environment has experienced, and continues to experience, extraordinary challenges, including high rates of inflation and inflationary pressures; widespread delays and disruptions in supply chains; workforce challenges; and market volatility. These macroeconomic factors have contributed, and we expect will continue to contribute, to increased costs, delays and other performance challenges, as well as increased competing demands for limited resources to address such increased costs and other challenges, for our company, our suppliers and partners, and our customers.
We continue to work hard to mitigate some of the challenges caused by the current macroeconomic environment on our business, including by taking steps to support our suppliers and small businesses and enhancing our workforce through extensive hiring, development and retention efforts. However, the broader macroeconomic environment, including inflationary pressures and supply chain challenges, continued adversely to affect the company’s results for the quarter ended June 30, 2023. We cannot clearly predict how long these macroeconomic challenges will continue, how they will change over time, or what additional resources will be available, but we expect to see this challenging macroeconomic environment continue adversely to impact the global economy, our customers, our industry and our company in 2023.
In addition, increased interest rates, raising the cost of borrowing for governments, could further impact government spending priorities (in the U.S. and allied countries, in particular), including their demand for defense products. Economic tensions and changes in international trade policies, including higher tariffs on imported goods and materials and renegotiation of free trade agreements, could also further impact the global market for defense products, services and solutions.
U.S. Political, Budget and Regulatory Environment
On December 23, 2022, the President signed the National Defense Authorization Act (NDAA) for FY 2023, which supports approximately $858 billion in FY 2023 funding for national defense, $817 billion of which is for the DoD. In addition, the FY 2023 NDAA grants DoD discretionary authority under limited circumstances to provide extraordinary relief to contractors to address certain inflationary impacts, although the DoD has not yet exercised this authority.
On December 29
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our market risks from those discussed in our 2022 Annual Report on Form 10-K.
Item 4. Controls and Procedures
DISCLOSURE CONTROLS AND PROCEDURES
Our principal executive officer (Chair, 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 June 30, 2023, 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 SEC’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 June 30, 2023, no changes occurred in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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NORTHROP GRUMMAN CORPORATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We have provided information about certain legal proceedings in which we are involved in Notes 5 and 6 to the financial statements.
We are a party to various investigations, lawsuits, arbitration, claims, enforcement actions 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 administrative, civil or criminal fines, penalties or other sanctions (which terms include judgments or convictions and consent or other voluntary decrees or agreements); compensatory, treble or other damages; non-monetary relief or actions; or other liabilities. Government regulations 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. The nature of legal proceedings is such that we cannot assure the outcome of any particular matter. For additional information on pending matters, please see Notes 5 and 6 to the financial statements, and for further information on the risks we face from existing and future investigations, lawsuits, arbitration, claims, enforcement actions and other legal proceedings, please see “Risk Factors” in our 2022 Annual Report on Form 10-K.
Consistent with SEC Regulation S-K Item 103, we have elected to disclose those environmental proceedings with a governmental entity as a party where the company reasonably believes such proceeding would result in monetary sanctions, exclusive of interest and costs, of $1.0 million or more.
Item 1A. Risk Factors
For a discussion of our risk factors please see the section entitled “Risk Factors” in our 2022 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The table below summarizes our repurchases of common stock during the three months ended June 30, 2023.
| Period | Total Number of Shares Purchased | Average Price Paid per Share**(1)(2)** | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs ($ in millions) | ||||||||||||||||||||||
| April 1, 2023 - April 28, 2023 | 310,435 | NM(2) | 310,435 | $ | 1,851 | |||||||||||||||||||||
| April 29, 2023 - May 26, 2023 | 187,883 | $ | 442.25 | 187,883 | 1,768 | |||||||||||||||||||||
| May 27, 2023 - June 30, 2023 | 130,374 | $ | 447.76 | 130,374 | 1,710 | |||||||||||||||||||||
| Total | 628,692 | NM(2) | 628,692 | $ | 1,710 |
(1)Includes commissions paid.
(2)During the first quarter of 2023, the company entered into an accelerated share repurchase (ASR) agreement with Bank of America, N.A., which was completed on April 27, 2023. Pursuant to the terms of the ASR, a total of approximately 1.1 million shares of our common stock were repurchased with an average final purchase price of $458.28 (0.9 million shares in February 2023 and 0.2 million shares in April 2023).
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 financial statements for further information on our share repurchase programs.
Item 5. Other Information
Consistent with Item 408 of Regulation S-K, the following table reflects Rule 10b5-1 trading arrangements and non-Rule 10b5-1 trading arrangements (as defined in Item 408) entered into during the quarter ended June 30, 2023.
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NORTHROP GRUMMAN CORPORATION
| Name (Title) | Type of Trading Arrangement | Date of Adoption or Termination | Expiration Date of Trading Arrangement | Aggregate Number of Securities to Be Purchased or Sold | ||||||||||||||||
| Michael A. Hardesty | Rule 10b5-1 Trading Arrangement | May 3, 2023 | Until May 1, 2024 or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution) or the occurrence of such other termination events as specified in the plan. | Sale of 140 shares of common stock Sale of shares to be received upon payout of 2021 RPSRs and RSRs(1) Gift of up to 800 shares of common stock | ||||||||||||||||
| (Corporate Vice President, Controller and Chief Accounting Officer) |
(1) The aggregate number of shares to be sold will depend, in part, on future company performance.
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Item 6. Exhibits
| + | Management contract or compensatory plan or arrangement | ||||
| * | Filed with this report | ||||
| ** | Furnished with this report |
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NORTHROP GRUMMAN CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NORTHROP GRUMMAN CORPORATION (Registrant) | ||||||||
| By: | /s/ Michael A. Hardesty | |||||||
| Michael A. Hardesty Corporate Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) |
Date: July 26, 2023
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