Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

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)

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 classTrading Symbol(s)Name of each exchange on which registered
Common StockNOCNew 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 ☒ 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 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 ☐ Smaller Reporting Company ☐

Non-accelerated Filer ☐ 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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

Yes ☐ No ☒

As of June 30, 2020, 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 $51.2 billion.

As of January 25, 2021, 166,718,384 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 2021 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 Factors7
Item 1B.Unresolved Staff Comments21
Item 2.Properties22
Item 3.Legal Proceedings23
Item 4.Mine Safety Disclosures23
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities24
Item 6.Selected Financial Data26
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations27
Overview27
Consolidated Operating Results29
Segment Operating Results31
Product and Service Analysis35
Backlog36
Liquidity and Capital Resources36
Critical Accounting Policies, Estimates and Judgments38
Other Matters43
Item 7A.Quantitative and Qualitative Disclosures About Market Risk44
Item 8.Financial Statements and Supplementary Data45
Report of Independent Registered Public Accounting Firm45
Consolidated Statements of Earnings and Comprehensive Income48
Consolidated Statements of Financial Position49
Consolidated Statements of Cash Flows50
Consolidated Statements of Changes in Shareholders’ Equity51
Notes to Consolidated Financial Statements52
1. Summary of Significant Accounting Policies52
2. Acquisitions and Dispositions59
3. Earnings Per Share, Share Repurchases and Dividends on Common Stock62
4. Accounts Receivable, Net63
5. Unbilled Receivables, Net63
6. Inventoried Costs, Net64
7. Income Taxes64
8. Goodwill and Other Purchased Intangible Assets68
9. Fair Value of Financial Instruments69

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Page
10. Debt69
11. Investigations, Claims and Litigation71
12. Commitments and Contingencies72
13. Retirement Benefits73
14. Stock Compensation Plans and Other Compensation Arrangements79
15. Leases81
16. Segment Information82
17. Unaudited Selected Quarterly Data88
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure89
Item 9A.Controls and Procedures89
Item 9B.Other Information89
Management’s Report on Internal Control over Financial Reporting90
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting91
PART III
Item 10.Directors, Executive Officers and Corporate Governance92
Item 11.Executive Compensation93
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters93
Item 13.Certain Relationships and Related Transactions, and Director Independence94
Item 14.Principal Accounting Fees and Services94
PART IV
Item 15.Exhibits, Financial Statement Schedules95
Item 16.Form 10-K Summary102
Signatures103

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NORTHROP GRUMMAN CORPORATION

PART I

Next: Item 1. Business