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# Northrop Grumman (NOC) - Recent Events ## Filings that contain financial statements Each quarterly earnings release furnished under Item 2.02 of Form 8-K as Exhibit 99 carries condensed consolidated statements of earnings, financial position and cash flows, plus segment results and backlog. - Form 8-K filed October 20, 2026, accession 0001133421-26-000037: third quarter and nine months ended September 30, 2026 (earnings, financial position as of September 30, 2026, nine-month cash flows). - Form 8-K filed July 21, 2026, accession 0001133421-26-000033: second quarter and six months ended June 30, 2026 (earnings and comprehensive income for the three and six months, financial position as of June 30, 2026, six-month cash flows). - Form 8-K filed April 21, 2026, accession 0001133421-26-000015: first quarter ended March 31, 2026 (earnings, financial position, cash flows). - Form 8-K filed January 27, 2026, accession 0001133421-26-000002: fourth quarter and full year ended December 31, 2025. ## Earnings and guidance - **October 20, 2026 (0001133421-26-000037): third quarter 2026, guidance raised.** Sales rose 7 percent to $11.1 billion; net earnings were $1.1 billion, or $7.89 per diluted share, against $7.67 a year earlier. Net awards were $16.4 billion (book-to-bill 1.5x) and backlog reached $109.6 billion. The company raised 2026 segment operating income guidance to $4,940 million to $5,040 million (prior $4,850 million to $5,000 million) and MTM-adjusted EPS to $29.35 to $29.75 (prior $28.60 to $29.10). Sales guidance of $43,750 million to $44,250 million and adjusted free cash flow guidance of $3,100 million to $3,500 million were unchanged. Third quarter adjusted free cash flow included $371 million of proceeds from the sale of equipment to a customer. - **July 21, 2026 (0001133421-26-000033): second quarter 2026, guidance raised.** Sales rose 5 percent to $10.9 billion and diluted EPS was $7.68, against $8.15 in the second quarter of 2025, which included a $150 million benefit ($1.04 per share) from the training services divestiture. Net awards were $20.0 billion, including $7.6 billion for Sentinel, and backlog was $104.7 billion. Sales guidance rose to $43,750 million to $44,250 million (prior $43,500 million to $44,000 million) and MTM-adjusted EPS to $28.60 to $29.10 (prior $27.40 to $27.90); segment operating income and adjusted free cash flow guidance were reaffirmed. - **April 21, 2026 (0001133421-26-000015): first quarter 2026, guidance reaffirmed.** Sales rose 4 percent to $9.9 billion and diluted EPS was $6.14, against $3.32, which included a $477 million B-21 loss provision. The release reports agreements with the U.S. Air Force to increase B-21 production capacity and accelerate Sentinel initial operating capability; the B-21 agreement included the sale of a company-owned test asset. Net awards were $9.8 billion and backlog was $95.6 billion. Guidance was unchanged from January at sales of $43,500 million to $44,000 million, segment operating income of $4,850 million to $5,000 million and MTM-adjusted EPS of $27.40 to $27.90. - **January 27, 2026 (0001133421-26-000002): fourth quarter and full year 2025.** Fourth quarter sales rose 10 percent to $11.7 billion; 2025 sales were $42.0 billion, diluted EPS $29.08 and MTM-adjusted EPS $26.34. Year-end backlog was a record $95.7 billion. Initial 2026 guidance was sales of $43,500 million to $44,000 million, segment operating income of $4,850 million to $5,000 million and MTM-adjusted EPS of $27.40 to $27.90. ## Capital actions - **Dividend increase (May 2026).** The quarterly dividend was raised 7 percent to $2.47 per share from $2.31. This is disclosed in the Form 10-Q filed October 20, 2026 (accession 0001133421-26-000038); no Form 8-K in the period covers it. - **Share repurchases.** Of the $3.0 billion program authorized December 11, 2024, $2.5 billion remained as of September 30, 2026; there were no repurchases in the third quarter of 2026 (Form 10-Q, 0001133421-26-000038). - **Debt.** In March 2026 the company repaid $270 million of 7.875 percent and $257 million of 7.75 percent senior notes at maturity, and issued no senior notes in the first nine months of 2026 (Form 10-Q, 0001133421-26-000038). Earlier, on September 2, 2025, it entered a five-year, $3 billion senior unsecured revolving credit facility with JPMorgan Chase Bank, N.A. as administrative agent, replacing its $2.5 billion facility from August 2022 (Form 8-K, 0001193125-25-193991). ## Management and governance - **November 6, 2025 (0001628280-25-050297):** The board elected John Greene, formerly chief financial officer of Discover Financial Services, as corporate vice president and chief financial officer, effective January 7, 2026. - **February 13, 2026 (0001628280-26-008140):** The board elected Admiral Christopher W. Grady, former Vice Chairman of the Joint Chiefs of Staff, as a director effective February 12, 2026, and designated James S. Turley as Lead Independent Director effective May 20, 2026, succeeding Madeleine A. Kleiner, who retires at the 2026 annual meeting. - **May 21, 2026 (0001628280-26-037375):** At the 2026 annual meeting shareholders elected eleven directors and ratified Deloitte & Touche LLP as independent auditor for 2026. - **August 21, 2026 (0001628280-26-058480):** The independent directors approved on August 19, 2026 a one-time performance-based equity award to Chair, CEO and President Kathy J. Warden of 35,910 target Market Stock Units, earnable from 0 percent to 150 percent based on stock price performance through December 31, 2031. ## Mergers and acquisitions No acquisition or divestiture agreement was announced in the Forms 8-K reviewed for 2026. The training services business sale was completed in 2025 and appears in 2025 comparisons.