Northrop Grumman Corporation · NYSE:NOC

Northrop Grumman — Merger or Acquisition (September 2017)

14 slides from Northrop Grumman's merger presentation, Sep 18, 2017

  1. Slide 1: Northrop Grumman Corporation Acquisition of Orbital ATK Webcast

    Northrop Grumman Corporation Acquisition of Orbital ATK Webcast September 18, 2017

  2. Slide 2: Forward Looking Statements

    Forward Looking Statements This communication may 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,”

  3. Slide 3: Northrop Grumman to Acquire Orbital ATK

    Northrop Grumman to Acquire Orbital ATK • Complementary portfolio and skills enhance Northrop Grumman’s strategic capabilities and growth opportunities – Significant benefits to customer driven by accelerated innovation, new capabilities and enhanced competition – Compatible culture and shared value

  4. Slide 4: Orbital ATK – Highly Additive & Attractive Business

    Orbital ATK – Highly Additive & Attractive Business  Leading technologies and complementary capabilities  Attractive portfolio of programs with minimal overlap  Strong customer relationships  Increases international opportunities  Technically skilled employee population and compatible culture 

  5. Slide 5: Transaction Highlights

    Transaction Highlights • Northrop Grumman to acquire Orbital ATK for $134.50 per share in Transaction cash • Implied equity value of ~$7.8B and enterprise value of ~$9.2B • Committed financing in place Financing • Initial pro forma leverage of ~3.1x net debt to adjusted EBITDA • Commitment to strong

  6. Slide 6: Orbital ATK

    Orbital ATK • Created through 2015 merger of Orbital Sciences Corporation and ATK Aerospace and Defense • ~13,000 employees, including ~4,200 engineers and scientists • $15.4B in total contract backlog • 2017 Financial Guidance – Revenue: $4.60 to $4.65 billion – Operating Margin: 11.5% to 12.0% – F

  7. Slide 7: Key Orbital ATK Capabilities

    Key Orbital ATK Capabilities Selected Capabilities Key Growth Areas  Revenue ~$1.6B • Engineering and integration of Flight high-reliability launch systems - Launch Vehicles Systems • Medium / large solid rocket motors - Propulsion Systems (35%) • Composite manufacturing for Commercial & Medium / L

  8. Slide 8: Benefits to Orbital ATK – Enhanced Technologies and Capabilities

    Benefits to Orbital ATK – Enhanced Technologies and Capabilities  Greater access to and coordination of investment resources  Increased competitiveness in select mission areas  Enhanced ability to meet customer needs  Reach-back capabilities from current Northrop Grumman sectors  Retention of m

  9. Slide 9: Complementary Core Capabilities

    Complementary Core Capabilities Northrop Grumman Orbital ATK Key Capabilities 2017E Sales: Low $25B 2017E Sales: $4.60B to $4.65B Aircraft  Large Space Systems  Small Space Systems  Launch Vehicles & Propulsion  Missiles & Munitions  Radars, Sensors & Processing  Cyber Systems  Large Scale Lo

  10. Slide 10: Significant Shareholder Value Creation Opportunities

    Significant Shareholder Value Creation Opportunities • New business opportunities Revenue – Missile and missile defense Synergies – Space – Restricted • Estimated to achieve $150M run rate by 2020 Cost – Corporate and back-office integration Savings – Facility optimization – Organizational alignment

  11. Slide 11: Capital Deployment Priorities

    Capital Deployment Priorities • Northrop Grumman will continue to invest for profitable growth – Continued robust Cap Ex and IRAD • Capital Structure – Committed to solid investment grade credit rating – Strong cash flow generation supports near-term focus on debt reduction • Shareholders – Committe

  12. Slide 12: Key Takeaways

    Key Takeaways • Orbital ATK represents a strategic acquisition that benefits all key stakeholders • Enhances capabilities and growth potential in multiple markets • Meaningful value creation opportunity driven by strategic fit and synergies • Strong, complementary and diverse capabilities provide ne

  13. Slide 13: Additional Information and Where to Find It

    Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed acquisition of Orbital ATK by the Company. In connection with the proposed acquisition, Orbital ATK intends to file relevant materials with the SEC, including a proxy s

  14. Slide 14: The Value of Performance.

    THE VALUE OF PERFORMANCE. NORTHROP GRUMMAN a

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