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10-K 1 noc-12312017x10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

or

oTRANSITION 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)

DELAWARE80-0640649
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
2980 Fairview Park Drive Falls Church, Virginia22042
(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 className of each exchange on which registered
Common Stock, $1 par valueNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes xNo o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes oNo x

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 xNo o

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 xNo o

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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 xAccelerated filer oSmaller reporting company o
Non-accelerated filer o (Do not check if a smaller reporting company)Emerging growth company o

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.o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes oNo x

As of June 30, 2017, 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 $44.5 billion.

As of January 25, 2018, 174,087,585 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 2018 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.

NORTHROP GRUMMAN CORPORATION

TABLE OF CONTENTS

Page
PART I
Item 1.Business1
Item 1A.Risk Factors6
Item 1B.Unresolved Staff Comments18
Item 2.Properties19
Item 3.Legal Proceedings20
Item 4.Mine Safety Disclosures20
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities21
Item 6.Selected Financial Data23
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations24
Overview24
Consolidated Operating Results26
Segment Operating Results27
Product and Service Analysis31
Backlog32
Liquidity and Capital Resources32
Critical Accounting Policies, Estimates and Judgments35
Other Matters39
Item 7A.Quantitative and Qualitative Disclosures About Market Risk40
Item 8.Financial Statements and Supplementary Data41
Report of Independent Registered Public Accounting Firm41
Consolidated Statements of Earnings and Comprehensive Income42
Consolidated Statements of Financial Position43
Consolidated Statements of Cash Flows44
Consolidated Statements of Changes in Shareholders’ Equity45
Notes to Consolidated Financial Statements46
1. Summary of Significant Accounting Policies46
2. Pending Acquisition of Orbital ATK53
3. Earnings Per Share, Share Repurchases and Dividends on Common Stock53
4. Segment Information54
5. Accounts Receivable, Net55
6. Inventoried Costs, Net56
7. Income Taxes56
8. Goodwill and Other Purchased Intangible Assets60
9. Fair Value of Financial Instruments61

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Page
10. Long-term Debt61
11. Investigations, Claims and Litigation64
12. Commitments and Contingencies65
13. Retirement Benefits66
14. Stock Compensation Plans and Other Compensation Arrangements72
15. Unaudited Selected Quarterly Data75
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure76
Item 9A.Controls and Procedures76
Item 9B.Other Information76
Management’s Report on Internal Control over Financial Reporting77
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting78
PART III
Item 10.Directors, Executive Officers and Corporate Governance79
Item 11.Executive Compensation80
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters81
Item 13.Certain Relationships and Related Transactions, and Director Independence81
Item 14.Principal Accountant Fees and Services81
PART IV
Item 15.Exhibits and Financial Statement Schedules82
Item 16.Form 10-K Summary90
Signatures91

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NORTHROP GRUMMAN CORPORATION

PART I

Next: Item 1. Business