Northrop Grumman (NOC) 10-K risk factor changes: FY2023 vs FY2022

[removed: ▪We] [added: - We] depend heavily on a single customer, the U.S. government, for a substantial portion of our business.

Our primary customer is the U.S. government, from which we derived 86 percent of our sales in [removed: 2022;] [added: 2023;] we have a number of large programs with the U.S. Department of the Air Force, in particular.

We cannot predict the impact on existing, follow-on, replacement or future programs from potential changes in the threat [added: and global security] environment, defense spending levels, government [added: and budgetary] priorities, political leadership, procurement practices and strategy, inflation and other macroeconomic trends, military strategy; or broader changes in social, [removed: economic] [added: economic, security] or political demands and priorities.

[removed: ▪Significant] [added: - Significant] delays or reductions in appropriations for our programs and U.S. government funding more broadly, including a prolonged continuing resolution or breach of the debt ceiling, can negatively impact our business and programs and could have a material adverse effect on our financial position, results of operations and/or cash flows.

[removed: We cannot] predict what funding will ultimately be approved for individual programs.

In addition, pressures on, as well as laws and plans relating to the federal budget, potential changes in priorities and defense spending, the timing and substance of the appropriations process, use of continuing resolutions (with restrictions, e.g., on new starts) and the federal debt limit (including a [removed: breach),] [added: breach of the federal debt ceiling),] have adversely affected and could adversely affect the amount and timing of funding for individual programs and delay purchasing or payments by our customers.

[added: In the event government] funding for our significant programs is reduced, delayed or unavailable, or orders are reduced, our contracts or subcontracts, or competitions for such programs have at times been, and in the future may be, terminated or changed.

The U.S. continues to face an uncertain and changing political environment, along with substantial [removed: fiscal and] [added: fiscal,] economic [added: and security] challenges, which affect [removed: funding.][added: funding and budgetary priorities.]

The budget and macroeconomic environment, [added: global security environment,] political instability, and uncertainty surrounding the appropriations processes and the debt ceiling, remain significant short and long-term risks.

If annual appropriations bills are not timely enacted, the U.S. government may continue to operate under a continuing [removed: resolution,] [added: resolution (potentially of extended duration),] restricting new contract or program starts, presenting resource allocation challenges and placing limitations on [removed: budgets, and we may face a prolonged government shutdown that could lead to program cancellations, disruptions and/or stop work orders and could limit the U.S. government’s ability to progress programs and make timely payments.][added: budgets.]

If the statutory debt limit is not increased adequately, we could be obligated to work without receiving timely [removed: payments.][added: payments, and a prolonged breach could have far-reaching adverse consequences.]

While we believe that our business is well-positioned in areas for future defense spending, changing priorities, budget pressures, defense spending cuts, challenges in the appropriations process, the possibility of a [removed: year-long] [added: long-term] continuing resolution [added: (or series of continuing resolutions)] and breach of the debt ceiling, ongoing fiscal debates and the global economic [added: and security] environment increase uncertainties and risk.

[removed: ▪We] [added: - We] use estimates when accounting for contracts.

[removed: They include: macroeconomic trends (including] [added: There are many reasons estimated contract costs can increase, including] inflation, labor [removed: shortages and] [added: challenges,] supply chain [removed: challenges);] [added: challenges, and market and exchange rate volatility;] delays or limitations in customer funding; design or other development challenges; production challenges (including from technical or quality issues and other performance concerns); inability to realize learning curves or other cost savings; changes in laws or regulations; actions necessary for long-term customer satisfaction; [added: challenges caused by the] global [removed: pandemics, such as COVID-19;] [added: health environment;] and natural disasters or environmental matters.

We aim to mitigate this risk through contract terms, and we have [removed: filed] [added: submitted] and may [removed: file] [added: submit] requests for equitable adjustment [added: (REAs), engineering change proposals] or [added: other] claims to seek recovery in whole or in part for our increased costs.

In [removed: 2022,] [added: 2023,] approximately half of our sales were derived from fixed-price contracts.

However, our customers [added: have sought, and] may [removed: also seek] [added: in the future seek,] fixed-price contracts for development programs, combined development and production programs, or low-rate initial production programs, where the risks are greater.

These cost-type programs [removed: typically] [added: may] have award or incentive fees that are uncertain and may be earned over extended periods or towards the end of the contract.

Changes in underlying assumptions, circumstances or estimates, and the failure to [removed: prevail] [added: recover] on [added: requests for equitable adjustments, engineering change proposals or other] claims could have a material adverse effect on the profitability of one or more of our contracts and on our overall financial position, results of operations and/or cash flows.

See “Critical Accounting [removed: Policies, Estimates] [added: Policies] and [removed: Judgments”] [added: Estimates”] in MD&A and Note 12 to the consolidated financial statements.

[removed: ▪The] [added: - The] global macroeconomic environment could negatively impact our business and our financial position, results of operations and/or cash flows could be materially adversely affected.

Our business, financial position, results of operations and/or cash flows have been and may continue to be adversely impacted by the global macroeconomic [removed: environment.][added: environment, which has experienced extraordinary challenges, including high rates of inflation; increased interest rates; widespread disruptions in supply chains; workforce challenges, including labor shortages; and market volatility, including exchange rate volatility.]

While some aspects of the macroeconomic environment [removed: appear to be improving,] [added: have improved,] and we have been able to mitigate some of the challenges (especially with respect to labor shortages), other challenges persist.

We cannot predict the future trajectory [added: or duration] of this risk, including how the macroeconomic environment will evolve or how it will continue to impact us.

[removed: ▪Competition] [added: - Competition] within our markets and bid protests may affect our ability to win new contracts and result in reduced revenues and market share.

We operate in highly competitive markets and our competitors may have more financial capacity or more extensive or specialized engineering, manufacturing, [removed: or] marketing [added: or servicing] capabilities.

[added: We have seen, and anticipate we will continue to see, increased] competition in some of our core markets, especially as a result of our customers’ budget pressures, their focus on affordability and competition, and our own success in winning business.

We are facing increasing competition in the U.S. and outside the U.S. from U.S., foreign and multinational firms, including new [removed: entrants.][added: entrants, and anticipate that acquisitions within our industry could further increase competition.]

[removed: We are also facing increasing competition for,] and more limited access to various critical products, services and other supplies.

[removed: In addition, our] [added: Our] success in competing [removed: and remaining cost-competitive] depends, in part, on our ability [added: to remain cost-competitive, accurately anticipate our customers’ needs and] successfully to effect our digital transformation strategy and [removed: to] adopt and integrate new digital manufacturing and operating technologies into our products and services.

Even where a bid protest does not result in such a loss, it can delay [removed: execution] [added: the start of contract activities] and earnings.

[removed: ▪We] [added: - We] are subject to various investigations, claims, disputes, enforcement actions, litigation, and other legal proceedings that could ultimately be resolved against us.

[removed: ▪The] [added: - The] improper conduct of employees, agents, subcontractors, suppliers, business partners or joint ventures in which we participate can impact our reputation, our ability to do business and our financial position, results of operations and/or cash flows.

We have implemented policies, training and other compliance controls, and have negotiated [added: contractual] terms designed to prevent misconduct by employees, agents or others working with us or on our behalf that would violate the applicable laws of the jurisdictions in which we operate, including laws governing improper payments to government officials, the protection of export controlled or classified information, false claims, procurement integrity, cost accounting and billing, competition, information security and data privacy, intellectual property and [added: contract terms.]

In the ordinary course we form and are members of joint ventures [removed: (with that term used throughout to refer to joint efforts] or [added: other] business arrangements [removed: of any type).][added: and/or invest in third parties with whom we do business.]

Notwithstanding our robust processes, we [removed: are] [added: may be] unable to prevent [removed: any and all] misconduct or violations of applicable laws by these joint ventures (including their officers, directors and employees) or our [removed: partners.]

[removed: ▪As] [added: - As] a U.S. government contractor, we and our partners are subject to various procurement and other laws, regulations and contract terms applicable to our industry, as well as those more broadly applicable to industry, and we could be adversely affected by changes in such laws, regulations or terms, or any negative findings by the U.S. government as to our compliance with them.

New laws or other requirements, or changes to existing ones (including, for example, related to cyber, information protection, cost accounting, [removed: climate,] environment, [removed: COVID-19,] [added: sustainability,] securities, competition, compensation costs, taxes, counterfeit parts, pensions, and use of certain non-US equipment) or [added: more expansive interpretations or other] changes in how government agencies [removed: interpret] [added: construe] existing ones, can significantly increase our costs and risks and reduce our profitability.

The U.S. government [removed: is also] [added: has been] pursuing [removed: alternatives] [added: and may continue] to [added: pursue policies that could negatively impact our profitability, including those that] shift additional responsibility and performance risks to the contractor.

We [removed: (again, including] [added: (including] our subcontractors and others with whom we do business) also are subject to, and expected to perform in compliance with, a vast array of federal, state and local laws, regulations, contract terms and requirements related to our industry, our products and the businesses we operate, as well as those more broadly applicable to industry, such as securities laws and regulations.

Where program cost estimates exceed certain thresholds, our customer has been, and may in the future be, required to provide congressional notification of significant or critical cost increases (or breaches) under the Nunn-McCurdy Act, which, in some circumstances, could result in program restructure or termination.

For example, in January 2024 the customer provided congressional notification that the Ground Based Strategic Deterrent (“Sentinel”) program is currently under a Nunn-McCurdy breach review.

We cannot

\-9-

In addition, high deficit levels and high debt servicing costs could drive cuts to federal spending.

We also may face a prolonged government shutdown that could lead to program cancellations, disruptions and/or stop work orders and could limit the U.S. government’s ability to progress programs and make timely payments.

We continue to work proactively to mitigate the challenges caused by the macroeconomic environment, including, in some cases, seeking the inclusion of economic price adjustment clauses or seeking to recover on requests for equitable adjustments, engineering change proposals or other claims.

We are also facing increasing competition for,

We are and may become subject to legal proceedings globally (including criminal, civil and administrative) and across a broad array of matters, including, but not limited to, government contracts, cost accounting, financial accounting and reporting, false statements or claims, cybersecurity and pension accounting and other employee benefit plan matters.

partners.

For example, some of these recently enacted laws and regulations prohibit the use of certain chemicals or other substances that are used in our business, which may require us to identify alternate sources, result in additional costs and/or otherwise impact our business and operations.

Cyber threats, both on premises and in the cloud, are evolving and include, but are not limited to: malicious software, destructive malware, ransomware, attempts to gain unauthorized access to systems or data, disruption to

National security or public safety considerations may also affect, or in limited instances prevent, our public disclosure of a cybersecurity incident in certain circumstances.

There is also the risk that we are unable to achieve our environmental, social and governance (ESG) goals which may be required by certain of our shareholders, employees, the government and other stakeholders, which could adversely impact our reputation, business and ability to hire and retain talent.

We also may experience challenges performing if we are unable to use certain raw materials, chemicals or other substances due to laws or other regulations that restrict or prohibit the use of such items and cannot obtain a reasonable substitute on a cost-effective basis.

business and our exposure to such risks is expected to increase if and as our international business continues to grow.

Our international business is generally subject to both U.S. and foreign laws, regulations and practices.

Although we aim to mitigate impacts of adverse changes in the global health environment, these changes can be unpredictable and we may be unable to effectively mitigate them.

If a health

We aim to ensure that our technical solutions are responsibly developed, tested and operated.

other weather events (which may be exacerbated by climate change).

If a natural disaster occurs, our operations could be interrupted, our employees could be impacted, we could incur significant costs and our performance could be adversely affected.

For example, the space and property insurance markets are experiencing increased price volatility and capacity constraint.

Due to recent increases in the frequency and severity of losses, insurers are decreasing limits, increasing pricing and some may exit the market.

Goodwill is an intangible asset that we recognize in connection with acquisitions of third-party businesses.

Other long-lived assets principally comprise property, plant and equipment (PP&E) used in operating our business.

The cost of PP&E utilized in support of our commercial business, including approximately $500 million of PP&E used in our commercial space business, is not allocable to government contracts and is therefore subject to greater recoverability risk than PP&E utilized in support of our U.S. government contracts.

In the event government

NORTHROP GRUMMAN CORPORATION

A prolonged breach could have far-reaching adverse consequences.

The National Defense Authorization Act for FY 2023 grants DoD discretionary authority under limited circumstances to provide extraordinary relief to contractors to address certain inflationary impacts under the current macroeconomic environment for FY 2023.

This or other relief may not be available or adequate to address the significant impacts of the broader macroeconomic environment.

There are many reasons estimated contract costs can increase.

For example, as discussed in greater detail in Note 12 to the consolidated financial statements, our latest estimated cost to complete the low-rate initial production (LRIP) phase of the B-21 program reflects updated estimates for adverse impacts from these macroeconomic factors, as well as potential opportunities to address them.

The global macroeconomic environment has experienced, and continues to experience, extraordinary challenges, including high rates of inflation; widespread disruptions in supply chains; workforce challenges, including labor shortages; and market volatility.

We (including our suppliers and other partners) have and may continue to experience inflationary pressures, supply chain disruption and labor and material cost increases at a rate higher than anticipated.

Given the nature of our business and our contracts (many of which are fixed price and of long duration), we may be unable to recover some of these increased costs or to offset such costs with greater than expected efficiencies.

Our government customers are likely to continue to face competing priorities and increased demands for their limited resources.

We cannot predict how long these challenges will persist or how they will change over time.

We continue to work proactively to mitigate these challenges.

We have seen, and anticipate we will continue to see, increased

We are and may become subject to legal proceedings globally (including criminal, civil and administrative) and across a broad array of matters, including, but not limited to, government contracts, cost accounting, financial accounting or reporting, commercial transactions, false statements or claims, pension accounting, antitrust, compliance with government orders, mischarging, security (cyber and physical), performance, fraud, procurement integrity, securities laws and requirements, products liability, warranties, hazardous materials, personal injury claims, environmental (including remediation and toxic torts), shareholder derivative actions, M&A, intellectual property, tax, corporate law, employees, export/import, anti-corruption, debt and equity, labor, health and safety, the COVID-19 pandemic and the company’s response to it, accidents, launch failures, employee benefits and plans, including pension plans and plan administration, improper payments, and privacy, as well as matters relating to the Orbital ATK Federal Trade Commission (FTC) decision and order.

contract terms.

For example, the thresholds for certain allowable costs have been reduced; and the allowability of other costs and how the company treated them, including certain costs related to pensions, and certain assumptions used by the company to determine pension expense, are being challenged and investigated, all with risks and costs to the company.

The U.S. government has been pursuing and may continue to pursue policies that could negatively impact our profitability.

These laws and regulations include, but are not

limited to, the Truthful Cost or Pricing Data Act, False Claims Act, Procurement Integrity Act, CAS, FAR/DFAR, export controls and international sanctions, FCPA (and similar anti-corruption provisions) and SEC rules and regulations, as well as those related to pandemics.

The company is engaged in remediation activities relating to environmental conditions allegedly resulting from historic operations at the former United States Navy and Grumman facilities in Bethpage, New York.

We have incurred, and expect to continue to incur, as included in Note 12, substantial remediation costs related to the legacy Bethpage environmental conditions.

It is also possible that applicable remediation standards and other requirements to which we are subject may continue to change, and our costs may increase materially.

In 2022, the company entered into a consent decree with the State of New York and reached agreements with the Department of Defense and Bethpage and South Farmingdale Water Districts to resolve claims involving these parties.

In addition, we are a party to, and may become a party to, various legal proceedings with individual and class action plaintiffs alleging personal injury and property damage, as well as with insurance carriers and other parties.

could affect our tax expense.

As discussed in our prior and current Form 10-K and 10-Q filings, our operations have been and we expect will continue to be impacted by the COVID-19 pandemic and its related economic challenges.

However, the company has worked hard to address and mitigate adverse impacts from COVID-19, and we do not currently anticipate significant additional direct impacts from the pandemic itself on our operations.

Nonetheless, we cannot predict the future course of events.

Given the tremendous uncertainties and variables, we cannot at this time predict the impact of the global COVID-19 pandemic, or any future health epidemics, pandemics or similar outbreaks, but any one could have a material adverse effect on our business, financial position, results of operations and/or cash flows.

If they fail to deter, detect

In addition, during the COVID-19 pandemic, we have faced labor shortages, as a result of both absenteeism among our workforce and a tight labor market more broadly, among other factors.

While we continue to have labor challenges, they seem to be lessening, as we are realizing benefits from extensive hiring and retention programs.

develop and retain the necessary talented and diverse workforce, and to maintain performance levels and our corporate culture.

These challenges may be further compounded by a significant element of remote work.

There is also the risk that we are unable to achieve our diversity, equity and inclusion objectives or, more broadly, to meet sustainability goals increasingly required by our shareholders, employees, the government and other stakeholders.

- Risks associated with environmental, social and governance matters (ESG), including especially climate change and other environmental impacts, and increased focus and evolving views of our customers, shareholders and other stakeholders on these issues, could negatively affect our business and operations.

Some of our facilities are, for example, engaged in manufacturing processes that produce greenhouse gas emissions, including carbon dioxide, or rely on products from others that do so.

In the U.S., both the SEC and DoD are actively engaged in climate-related rule-makings.

And non-compliance with legislative and regulatory requirements could also negatively impact our reputation and ability to do business.

Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the year ended December 31, [removed: 2021 (“2021] [added: 2022 (“2022] Annual Report on Form 10-K”).

The conflict in Ukraine has increased global tensions and instability, highlighted threats and increased global demand, as well as further disrupted global supply [removed: chains and added costs.][added: chains.]

We have [removed: experienced] [added: experienced, and, while difficult to predict, may continue to experience] a modest increase in demand for certain of our goods and services directly and indirectly related to the conflict in [added: Ukraine, either through direct sales or if] the [added: U.S. provides increased military assistance and support to] Ukraine.

[removed: However, we] [added: We] do not have [removed: sizable] [added: a significant] business [removed: dealings] [added: presence] in [removed: Russia or Ukraine,] [added: the region,] and [added: therefore] do not anticipate significant adverse [added: financial] impacts [added: directly] from the [removed: ongoing] [added: current] conflict.

More broadly, the [removed: conflict] [added: ongoing conflicts] in Ukraine and [added: Israel and] threats [removed: elsewhere] [added: elsewhere, particularly in the Pacific region,] have heightened tensions and highlighted security requirements globally, [removed: especially in Europe] [added: including Europe, the Middle East] and the Pacific region, as well as the U.S. [removed: We have started to see, and expect to continue to see,] [added: These conflicts may result in] increased demand for defense products and services from allies and partner nations, particularly in those areas.

We are actively exploring both opportunities and [removed: risks.][added: risks associated with the broader global security environment.]

For further information on the global security [added: and economic environment and U.S. political, budget and regulatory] environment, including the risks related thereto, see [removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”] “Liquidity and Capital Resources,” “Quantitative and Qualitative Disclosures About Market Risks” and [removed: “Risk Factors.”][added: “Risks Factors” included in this Form 10-K.]

[removed: *Global] [added: Global] Economic [removed: Environment*][added: Environment]

[removed: In part as a result of the COVID-19 pandemic, the] [added: The] global economic environment has [removed: experienced, and continues to experience,] [added: experienced] extraordinary challenges, including high rates of inflation and inflationary pressures; widespread delays and disruptions in supply chains; [added: business slowdowns or shutdowns;] workforce [removed: challenges, including] [added: challenges and] labor [removed: shortages (especially in critical skill areas);] [added: shortfalls;] and market volatility.

[removed: These] [added: The] macroeconomic factors have contributed, and we expect will continue to contribute, to increased costs, [removed: delays] [added: delays, disruptions] and other performance challenges, as well as increased competing demands for limited [added: 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 [removed: 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 year ended December 31, [removed: 2022.][added: 2023.]

We cannot clearly predict how long these macroeconomic challenges will continue, [removed: or] 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 [removed: customers,] [added: customers and suppliers,] our industry and our company in [removed: 2023.][added: 2024.]

[removed: On] [added: In] December [removed: 23, 2022,] [added: 2023,] the [removed: President] [added: president] signed the National Defense Authorization Act (NDAA) for FY [removed: 2023,] [added: 2024] which supports approximately [removed: $858] [added: $886] billion in FY [removed: 2023] [added: 2024] funding for national defense, [removed: $817] [added: $842] billion of which is for the DoD.

[removed: It] [added: In particular, it] is difficult to predict the specific course of future defense budgets.

Current and future requirements related to the [removed: conflict] [added: conflicts] in [removed: Ukraine,] [added: Ukraine and Israel,] threats in the Pacific regions and other security priorities, as well as global inflation, the national debt, [removed: the costs of the pandemic] and other domestic priorities, among other things, in the U.S. and globally, will continue to impact our customers’ [removed: budgets] [added: budgets, spending] and priorities, and our industry.

[removed: Current tensions within Congress and the wider] [added: The] U.S. political [removed: environment] [added: environment, including the U.S. election cycle,] may also impact defense budgets and [added: priorities, issues related to the national debt, and] government spending more broadly.

We believe the current global security environment highlights the significant national security threats to [removed: our nation] [added: the U.S.] and [removed: our] [added: its] allies, and the need for strong deterrence and a robust defense capability.

We believe [removed: that] our capabilities, particularly in space, C4ISR, missile defense, battle management, advanced weapons, [added: and] survivable aircraft and mission systems should help our customers in the U.S. and globally defend against current and future threats and, as a result, continue to allow for long-term profitable business growth.

The political environment, federal budget, debt ceiling and regulatory environment are expected to continue to be the subject of considerable debate, especially in light of the ongoing [removed: conflict in Ukraine,] [added: conflicts and heightened global tensions,] the inflationary environment and political tensions.

We anticipate that the broader macroeconomic environment, with ongoing inflationary pressures, [added: pockets of] labor challenges, and supply chain disruption, among other considerations, will continue to play a significant role in the outcome of these debates and, in turn, on our industry and company.

The IT and mission support services business was comprised of the majority of the former [removed: IS&S] [added: Information Solutions and Services (IS&S)] division of Defense Systems (excluding the Vinnell Arabia business); select cyber, intelligence and missions support programs, which were part of the former [removed: CIMS] [added: Cyber and Intelligence Mission Solutions (CIMS)] division of Mission Systems; and the former Space Technical Services business unit of Space Systems.

[removed: Operating results include sales and operating income for the IT and mission support services business prior to the Divestiture] date; therefore, no sales and operating income were recognized for this business during the [removed: year] [added: years] ended December 31, [added: 2023 and] 2022.

The company recorded [added: sales of $162 million and] pre-tax profit of [added: $20 million for] the IT and mission support services business [removed: of $20 million and $247 million for] [added: during] the [removed: years] [added: year] ended December 31, [removed: 2021 and 2020, respectively.][added: 2021.]

Transaction-adjusted net earnings and transaction-adjusted earnings per share (transaction-adjusted EPS) exclude [added: the MTM] impacts [added: noted above, as well as impacts] related to the IT services divestiture, including the gain on sale of the business, associated federal and state income tax expenses, transaction costs, and the make-whole premium for early debt redemption.

[removed: They also] [added: Mark-to-market adjusted net earnings (MTM-adjusted net earnings) and MTM-adjusted earnings per share (MTM-adjusted EPS)] exclude [removed: the impact of mark-to-market] [added: MTM] pension and OPB [removed: (“MTM”) benefit/(expense)] [added: (expense)/benefit] and related tax impacts, which are generally only recognized during the fourth quarter.

These non-GAAP measures may be useful to investors and other users of our financial statements as supplemental measures in evaluating the company’s underlying financial performance by presenting the company’s operating results before the non-operational impact of [removed: divestiture activity and] pension and OPB actuarial gains and [removed: losses.][added: losses, and with regard to transaction-adjusted net earnings and EPS, the impact of certain divestiture activity.]

These measures are also consistent with how management views the underlying performance of the business as the impact of [added: MTM accounting and] the IT services divestiture [removed: and MTM accounting] are not considered in management’s assessment of the company’s operating performance or in its determination of incentive compensation awards.

| *$ in millions, except per share amounts* | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Sales | | | $ | [removed: 36,602] [added: 39,290] | | | | | $ | [removed: 35,667] [added: 36,602] | | | | | $ | [removed: 36,799] [added: 35,667] | | | | | [removed: 3] [added: 7] | | % | | | | [removed: (3)] [added: 3] | | % |

| Operating costs and expenses | | | [removed: 33,001] [added: 36,753] | | | | | | [removed: 31,996] [added: 33,001] | | | | | | [removed: 32,734] [added: 31,996] | | | | | | [removed: 3] [added: 11] | | % | | | | [removed: (2)] [added: 3] | | % |

| *Operating costs and expenses as a % of sales* | | | [removed: 90.2] [added: 93.5] | | % | | | | [removed: *89.7*] [added: *90.2*] | | *%* | | | | [removed: *89.0*] [added: *89.7*] | | *%* | | | | | | | | | | | | |

| Gain on sale of business | | | — | | | | | | [removed: 1,980] [added: —] | | | | | | [removed: —] [added: 1,980] | | | | | | [removed: NM] [added: —] | | [added: %] | | | | NM | | |

| Operating income | | | [removed: 3,601] [added: 2,537] | | | | | | [removed: 5,651] [added: 3,601] | | | | | | [removed: 4,065] [added: 5,651] | | | | | | [removed: (36)] [added: (30)] | | % | | | | [removed: 39] [added: (36)] | | % |

| *Operating margin rate* | | | [removed: 9.8] [added: 6.5] | | % | | | | [removed: *15.8*] [added: *9.8*] | | *%* | | | | [removed: *11.0*] [added: *15.8*] | | *%* | | | | | | | | | | | | |

| Mark-to-market pension and OPB [removed: benefit] (expense) [added: benefit] | | | [removed: 1,232] [added: (422)] | | | | | | [removed: 2,355] [added: 1,232] | | | | | | [removed: (1,034)] [added: 2,355] | | | | | | [removed: (48)] [added: NM] | | [removed: %] | | | | [removed: (328)] [added: (48)] | | % |

| Federal and foreign income tax expense | | | [removed: 940] [added: 290] | | | | | | [removed: 1,933] [added: 940] | | | | | | [removed: 539] [added: 1,933] | | | | | | [removed: (51)] [added: (69)] | | % | | | | [removed: 259] [added: (51)] | | % |

| *Effective income tax rate* | | | [removed: 16.1] [added: 12.4] | | % | | | | [removed: *21.6*] [added: *16.1*] | | *%* | | | | [removed: *14.5*] [added: *21.6*] | | *%* | | | | | | | | | | | | |

| Net earnings | | | [removed: 4,896] [added: 2,056] | | | | | | [removed: 7,005] [added: 4,896] | | | | | | [removed: 3,189] [added: 7,005] | | | | | | [removed: (30)] [added: (58)] | | % | | | | [removed: 120] [added: (30)] | | % |

| Diluted earnings per share | | | $ | [removed: 31.47] [added: 13.53] | | | | | $ | [removed: 43.54] [added: 31.47] | | | | | $ | [removed: 19.03] [added: 43.54] | | | | | [removed: (28)] [added: (57)] | | % | | | | [removed: 129] [added: (28)] | | % |

We continue to not anticipate significant adverse financial impacts directly from the ongoing conflict.

More recently, the hostilities in Israel and the Gaza Strip have further heightened global tensions and instability.

At this time, it is unknown whether hostilities in this region will escalate into an even larger conflict.

The demand for our goods and services may increase, especially if the U.S. provides increased military assistance and support to Israel.

Some of these challenges were due, in part, to the global health emergency caused by COVID-19, which the World Health organization declared ended in May 2023.

Direct impacts of COVID-19 on our business during 2023 were limited, and we are not currently expecting significant direct impacts on our business going forward.

\-29-

The U.S. continues to face an uncertain and evolving political, budget and regulatory environment.

We anticipate that issues related to budgetary priorities and defense spending levels, the debt ceiling, and the spending caps imposed by the Fiscal Responsibility Act of 2023 (FRA), particularly with respect to discretionary spending, will continue to be a subject of considerable debate, with a potentially significant impact on our programs and the company.

Annual appropriations to fund the federal government for FY 2024 have not been enacted.

Congress continues to pass short-term continuing resolutions (CR) to fund the federal government.

The most recent “laddered” CR passed in January 2024 funds the government through March 2024, depending on the appropriation bill.

If Congress does not pass full year appropriations or an additional CR before current funding expires, the federal government (or select departments) could face a shutdown and cease what are characterized as certain non-essential operations.

Depending on the nature and duration of a potential shutdown, businesses that rely on government funding, including defense contractors, could be significantly impacted.

If the federal government remains under a CR at the end of April 2024, the one percent discretionary spending cuts under the FRA could be triggered, potentially resulting in lower funding on the programs in which we participate.

Ground-Based Strategic Deterrent (“GBSD” or “Sentinel”) Program Nunn-McCurdy Breach Review

Due in part to the impact of macroeconomic factors, in January 2024 the customer provided congressional notification that the Sentinel program is currently under a Nunn-McCurdy breach review, which is required when total program cost estimates exceed certain defined thresholds.

This notification, which has been driven primarily by increases in construction and procurement cost projections for the Production and Deployment phases, commences the process to achieve recertification for continuance of the program and update its baseline cost estimates.

We are currently executing under a cost-type contract for the Engineering and Manufacturing Development phase, and the Production and Deployment phases are yet to be priced and negotiated.

We are continuing to partner with our customer to address this critical mission.

For more information, see “Risk Factors”.

Operating results include sales and operating income for the IT and mission support services business prior to the Divestiture

2023 sales increased $2.7 billion, or 7 percent, due to higher sales at all four sectors.

2023 sales reflect continued strong demand for our products and services.

The B-21 charge relates to the low-rate initial production (LRIP) phase of the program and is due principally to a change in our assumptions regarding funding to mitigate the impact of macroeconomic disruptions on the program and higher projected manufacturing costs that reflect recent supplier negotiations and our experience in completing the first aircraft.

The decrease was also offset by $311 million of lower unallocated corporate expense, largely due to higher deferred state tax benefits associated with the MTM adjustment and B-21 charge and lower intangible asset amortization and PP&E step-up depreciation, as well as a $118 million reduction in the FAS/CAS operating adjustment.

The 2023 effective tax rate (ETR) decreased to 12.4 percent from 16.1 percent in 2022 primarily due to lower earnings before income taxes as a result of the B-21 charge and MTM expense, which collectively reduced the 2023 ETR by 3.8 percentage points.

| MTM-adjusted net earnings | | | 2,372 | | | | | | 3,974 | | | | | | 5,243 | | | | | | (40) | | % | | | | (24) | | % |

2023 net earnings decreased $2.8 billion, or 58 percent, principally due to a $1.7 billion decrease in our MTM (expense) benefit, a $975 million reduction in the non-operating FAS pension benefit and the $1.1 billion decrease in operating income described above, partially offset by a $650 million decrease in income tax expense, a $107 million increase in returns on marketable securities related to our non-qualified benefit plans, and a $97 million gain recognized upon the sale of our minority investment in an Australian business.

| Diluted earnings per share | | | $ | 13.53 | | | | | $ | 31.47 | | | | | $ | 43.54 | | | | | (57) | | % | | | | (28) | | % |

| MTM-adjusted EPS | | | 15.61 | | | | | | 25.54 | | | | | | 32.59 | | | | | | (39) | | % | | | | (22) | | % |

2023 diluted earnings per share decreased $17.94, or 57 percent, reflecting the 58 percent decrease in net earnings described above and a 2 percent decrease in weighted-average diluted shares outstanding.

These measures may not be

| Deferred state tax (benefit) expense(1) of MTM adjustment | | | (22) | | | | | | 65 | | | | | | 124 | | | | | | (134) | | % | | | | (48) | | % |

| Deferred state tax benefit of B-21 charge(1) | | | (82) | | | | | | — | | | | | | — | | | | | | NM | | | | | | NM | | |

2023 segment operating income decreased $1.5 billion, or 35 percent, and segment operating margin rate decreased to 7.0 percent primarily due to the B-21 charge at Aeronautics Systems.

Operating income at Space Systems and Defense Systems was higher than in the prior year period.

The decrease in 2023 unallocated corporate expense is primarily due to higher deferred state tax benefits associated with the MTM adjustment and B-21 charge and lower intangible asset amortization and PP&E step-up depreciation.

| Net EAC adjustments | | | $ | 84 | | | | | $ | 360 | | | | | $ | 527 | |

Aeronautics Systems is a leader in the design, development, production, integration, sustainment and modernization of military aircraft systems for the U.S. Air Force, the U.S. Navy, other U.S. government agencies, and international customers.

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.

Global Health and Economic Environment

*COVID-19*

Since at least March 2020, when it was first characterized as a global pandemic, COVID-19 has dramatically impacted and continues to impact 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 and 2021, and subsequent SEC filings, the pandemic, its impacts and risks, and actions taken up to the time of each filing.

In this Form 10-K, we provide a further update.

In 2022, the pandemic continued to have significant adverse impacts on the global health and macroeconomic environments, particularly with the spread of new variants and other viruses and illnesses, ongoing disruption of the labor force and supply chains, continued inflation, and market volatility and uncertainties.

We expect such adverse impacts to continue.

However, with extraordinary efforts by our employees, our governments and customers, our partners and our company, direct COVID-19-related impacts on our business generally declined in 2022.

While we cannot predict the future course of the pandemic 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 pandemic, 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 will continue to vary, depending on the spread of COVID-19 and other illnesses, applicable government requirements, and the needs of our stakeholders.

NORTHROP GRUMMAN CORPORATION

resources to address such increased costs and other challenges, for our company, our suppliers and partners, and our customers.

For example, as discussed in greater detail in Note 12 to the consolidated financial statements, our latest estimated cost to complete the low-rate initial production (LRIP) phase of the B-21 program reflects updated estimates for adverse impacts from these macroeconomic factors, as well as potential opportunities to address them.

On March 15, 2022, the President signed into law the Consolidated Appropriations Act for FY 2022, which provided full-year funding for federal agencies, including $782 billion for national defense.

This represented an approximately $42 billion or 6 percent increase above the budget for FY 2021, approximately $30 billion more than the Administration had initially requested.

The Pentagon’s portion of the overall national defense budget for FY 2022 was $743 billion.

On March 28, 2022, the President proposed his budget for FY 2023, which included $813 billion for national defense programs, approximately $31 billion or 4 percent higher than what was appropriated in FY 2022.

The Pentagon’s portion of the overall requested national defense budget was $773 billion.

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 discussions have occurred, DoD has not yet issued written guidance for how it intends to exercise this authority.

On December 29, 2022, the President signed an Omnibus appropriations act for FY 2023 that provided $858 billion for national defense programs, approximately $45 billion more than the Administration initially requested for FY 2023 and approximately $76 billion or 10 percent higher than what was appropriated in FY 2022.

The Pentagon’s portion of the overall national defense budget for FY 2023 is $817 billion.

It includes up to $1 billion for extraordinary relief in FY 2023.

In addition to the U.S. national security spending detailed above, the U.S. has pledged over $100 billion in security assistance to address the ongoing conflict in Ukraine across FY 2022 and FY 2023, including approximately $50 billion in DoD spending.

Assistance includes transfers of weapons systems from U.S. inventories, orders for production of additional weapons systems, both to backfill U.S. stockpiles and for Ukraine directly, and assistance from U.S. capabilities.

The Bipartisan Budget Act of 2019 suspended the debt ceiling through July 31, 2021.

In October 2021, the statutory debt limit was increased by $480 billion and, in December 2021, it was further increased by $2.5 trillion, which is

currently expected to allow the Treasury Department to finance the government into 2023.

In January 2023, the debt ceiling was reached and the Treasury Department began taking “extraordinary measures” to finance the government and avoid a breach of the debt ceiling.

We expect statutory action will be needed in 2023 to increase or suspend the debt ceiling.

During the third quarter of 2022, the Creating Helpful Incentives to Produce Semiconductors (CHIPS) Act of 2022, which includes an advanced manufacturing investment tax credit, among other provisions, and the Inflation Reduction Act of 2022, which includes implementation of a new alternative minimum tax and a one percent excise tax on share repurchases, among other provisions, were signed into law.

We expect the excise tax on share repurchases to impact us beginning in 2023; however, we do not expect this tax or any other provision of this legislation to have a material impact on our results of operations or cash flows.

More broadly, we have seen, and expect to continue to see, an accelerated pace of new rulemakings, new and expanded uses of existing authorities, changing legal rulings and landscapes, and aggressive enforcement actions.

These changes and the accelerated pace of change, not only impose additional obligations and risk, but also create further uncertainty regarding our operating environment.

For further information on the risks we face from the current political and economic environment, see “Risk Factors.”

Organic sales is defined as total sales excluding sales attributable to the company's IT services divestiture.

This measure may be useful to investors and other users of our financial statements as a supplemental measure in evaluating the company’s underlying sales growth as well as in providing an understanding of our ongoing business and future sales trends by presenting the company’s sales before the impact of divestiture activity.

We [removed: are] [added: have been and continue to be] exposed to market risk with respect to our portfolio of marketable securities with a fair value of [removed: $332] [added: $339] million at December 31, [removed: 2022.][added: 2023.]

We are exposed to interest rate risk on variable-rate short-term credit facilities for which there were no borrowings outstanding at December 31, [removed: 2022.][added: 2023.]

At December 31, [removed: 2022,] [added: 2023,] we have [removed: $12.9] [added: $13.9] billion of long-term debt, primarily consisting of fixed-rate debt, with a fair value of approximately [removed: $12.1] [added: $13.4] billion.

At December 31, [removed: 2022,] [added: 2023,] foreign currency forward contracts with a notional amount of [removed: $221] [added: $286] million were outstanding.

At December 31, [removed: 2022,] [added: 2023,] a 10 percent unfavorable foreign exchange rate movement would not have a material impact on our consolidated financial position, annual results of operations and/or cash flows.

The global macroeconomic environment has [removed: experienced, and continues to experience,] [added: experienced] extraordinary challenges, including the highest rates of inflation in 40 years.

[removed: However, the] [added: The] company, its subcontractors and other suppliers, have experienced, and continue to experience, increased pressures from [removed: recent] heightened levels of inflation and the challenges of the current macroeconomic environment, which we have not been able to fully [removed: mitigate.][added: mitigate on a number of our fixed-price contracts, in particular on the LRIP phase of the B-21 program at Aeronautics Systems.]

If inflationary pressures continue to persist, they may continue to have an adverse impact on our consolidated financial position, results of operations and/or cash [removed: flows.][added: flow.]

\-47-

These macroeconomic factors have contributed, and we expect will continue to contribute, to increased costs, among other concerns.

Historically, we generally have been able to anticipate such increases in costs when pricing our contracts, and our bids for longer-term firm fixed-price contracts have typically included assumptions regarding cost escalations in amounts that have been sufficient to cover most cost increases over the period of performance, including as offset by operational efficiencies.

\-50-

The company is a leading provider of space systems, [removed: advanced] [added: military] aircraft, missile defense, advanced weapons and long-range fires capabilities, mission systems, networking and communications, strategic deterrence systems, and breakthrough technologies, such as [removed: artificial intelligence,] advanced [removed: computing] [added: computing, microelectronics] and cyber.

Northrop Corporation was a principal developer of flying wing technology, including the B-2 Spirit [removed: bomber.][added: stealth aircraft.]

We developed into one of the largest defense [added: technology] companies in the world through a series of acquisitions, as well as organic growth, including the following:

At December 31, [removed: 2022,] [added: 2023,] the company was aligned in four operating sectors, which also comprise our reportable segments: Aeronautics Systems, Defense Systems, Mission Systems and Space Systems.

Aeronautics Systems is a leader in the design, development, production, integration, sustainment and modernization of [removed: advanced] [added: military] aircraft systems for the U.S. Air Force, the U.S. Navy, other U.S. government agencies, and international customers.

[removed: *Autonomous Systems* – provides unmanned autonomous aircraft systems, including high-altitude long-endurance (HALE) strategic ISR] systems and vertical take-off and landing (VTOL) tactical ISR systems.

- [removed: MQ-8B and] MQ-8C Fire Scout, ship-based, VTOL tactical ISR systems that provide situational awareness and precision targeting for the U.S. Navy.

[removed: *Manned Aircraft* – provides] [added: Major products include] strategic long-range strike [removed: aircraft,] [added: aircraft;] tactical fighter and air dominance [removed: aircraft, and] [added: aircraft;] airborne battle management and command and control [removed: systems.][added: systems; and unmanned autonomous aircraft systems, including high-altitude long-endurance (HALE) strategic intelligence, surveillance and reconnaissance (ISR)]

- Development and production of the U.S. Air Force B-21 Raider long-range strike [removed: bomber, as well as modernization and sustainment services for the B-2 Spirit bomber;][added: aircraft that defines sixth-generation technologies;]

- E-2D Advanced Hawkeye battle management aircraft production for the U.S. Navy, Japan, and France; [removed: and]

Defense Systems is a leader in the design, development, [removed: production, integration, sustainment] [added: integration] and [removed: modernization] [added: production] of [removed: weapon] [added: advanced tactical weapons] and [removed: mission] [added: missile defense solutions, and a provider of sustainment, modernization and training services for manned and unmanned aircraft and electronics] systems for [added: the] U.S. military and [removed: civilian agency customers, and] a broad range of international customers.

- Integrated Air and Missile Defense Battle Command System (IBCS) for the U.S. Army and Poland, which is [removed: a] [added: an open architecture] system that [added: seamlessly] integrates sensors and effectors to deliver among the most advanced C2 systems for joint and coalition forces;

- Guided Multiple Launch Rocket System (GMLRS) propulsion and warhead subsystems for a surface-to-surface system used to defeat targets using indirect precision [removed: fires up to 70-plus kilometers;][added: fires;]

- Hypersonic Attack Cruise Missile (HACM) air-breathing, scramjet propulsion subsystem for the hypersonic air-launched cruise missile to travel at speeds of Mach 5 or greater; [removed: and]

- Forward Area Air Defense Command and Control (FAAD C2), the Army’s long-standing program of record for short range air defense and Counter Rocket, Artillery and Mortar (C-RAM), as well as the interim C2 for Counter Unmanned Aircraft Systems [removed: (C-UAS).][added: (C-UAS);]

- Global system sustainment and operations support for the F-35, B-2, P-3 Orion, E-6B Mercury, KC-30A multi-role tanker, C-27J transport, [removed: Global Hawk and] [added: NATO AGS,] Triton [added: and restricted] programs;

- Special Electronics Mission Aircraft (SEMA) [removed: intelligence, surveillance and reconnaissance] [added: ISR] support; [added: and]

- AAQ-24 sensor sustainment and repair for U.S. military customers; [removed: and]

Major products and services include [removed: cyber;] command, control, communications and computers, intelligence, surveillance and reconnaissance (C4ISR) systems; radar, electro-optical/infrared (EO/IR) and acoustic sensors; electronic warfare systems; advanced communications and network systems; [added: full spectrum] cyber solutions; intelligence processing systems; [removed: navigation;] [added: advanced microelectronics; navigation] and [added: positioning sensors; and] maritime power, propulsion and payload launch systems.

The [removed: center piece] [added: centerpiece] of the E-7 AEW&C aircraft is the Multi-role Electronically Scanned Array (MESA) radar which enables 360 degree long range advanced air moving target indicator (AMTI) capabilities for Battle Management, Command and Control, and Maritime Surveillance;

- Scalable Agile Beam Radar (SABR), an active electronically scanned array fire control radar system for F-16 [removed: aircraft.][added: aircraft;]

- DDG Modernization, which is comprised of several subsystems to support modernization of Arleigh Burke-class guided missile destroyers including Integrated Bridge and Navigation Systems (IBNS) and ship control [removed: systems.][added: systems;]

- APR-39 DV(2) and EV(2) Radar Warning Receiver programs, which [removed: produce] [added: provide] a digital radar warning receiver for the U.S. Army, Navy and Marines;

- Exploitation and cyber programs, which provide cyber and intelligence domain support through unique intelligence and cyber capabilities; [removed: and]

Major products include satellites and [added: spacecraft systems, subsystems, sensors and] payloads; ground systems; missile defense systems and interceptors; launch vehicles and related propulsion systems; and strategic missiles.

[removed: Much] [added: Approximately 45 percent] of this business is performed through restricted programs.

- Cygnus spacecraft, used in the execution of our [removed: CRS] [added: Commercial Resupply Services (CRS)] contracts with NASA;

- Habitation and Logistics Outpost (HALO) module in support of NASA’s Gateway; [added: and]

- Space Development Agency Tracking and Transport layers providing missile warning/tracking and resilient, low-latency, high-volume data transport communication systems; [removed: and]

- Missile defense systems, interceptors, targets, mission processing and boosters for the Missile Defense Agency's (MDA) Next-Generation Interceptor [removed: (NGI),] [added: (NGI) and] Ground-based Midcourse Defense Weapon Systems (GWS);

- Medium-class solid rocket motors for the U.S. Navy's Trident II Fleet Ballistic Missile program; [removed: and]

- Intercontinental Ballistic Missile (ICBM) Ground Subsystem Support Contract [removed: (GSSC).][added: (GSSC);]

Sales to the U.S. government accounted for 86 percent, [removed: 85] [added: 86] percent and [removed: 84] [added: 85] percent of sales during the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

The Boeing Company, General Dynamics, L3Harris Technologies, Lockheed Martin, and [removed: Raytheon Technologies] [added: RTX] are some of our primary competitors.

Key characteristics of our industry include long operating cycles and intense competition, which is evident through the number of competitors bidding on program opportunities and the number of [removed: bid protests (competitor] [added: competitor] protests of U.S. government procurement [removed: awards).][added: awards.]

At December 31, [removed: 2022,] [added: 2023,] total backlog, which is equivalent to the company’s remaining performance obligations, was [removed: $78.7] [added: $84.2] billion as compared with [removed: $76.0] [added: $78.7] billion at December 31, [removed: 2021.][added: 2022.]

[removed: For further information, see “Backlog” in] “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (MD&A) and Note 1 to the consolidated financial statements.

We have experienced challenges with access to certain raw materials due to macroeconomic factors and several global events such as [removed: microelectronics shortages, COVID-19 and] [added: inflation,] geopolitical [removed: conflicts.][added: conflicts and microelectronics shortages.]

[removed: During 2022, despite facing a tight labor market, this] [added: This] focus on our culture and workforce was a factor in our ability to hire approximately [removed: 16,000] [added: 14,500] new [removed: employees,] [added: employees in 2023,] and as of December 31, [removed: 2022,] [added: 2023,] we have approximately [removed: 95,000] [added: 101,000] employees.

Additional information regarding our human capital strategy is available in our Environmental, Social, and Governance (ESG) [removed: Report and Proxy Statement,] [added: Report,] which can be found on our company website.

- Modernization and sustainment services for the B-2 Spirit stealth aircraft;

Major products and services include integrated, all-domain command and control (C2) battle management systems, precision strike weapons; advanced propulsion, including high speed air-breathing and hypersonic systems; high-performance gun systems, ammunition, precision munitions and advanced fuzes; aircraft and mission systems logistics support, sustainment, operations and modernization; and warfighter training.

Less than 5 percent of this business is performed through restricted programs.

- Medium (30mm and 20mm) and Large (120mm) caliber tactical and training ammunition production;

- U.S. Air Force’s Stand-In Attack Weapon (SiAW), an advanced capability air-to-surface tactical missile for the F-35;

- Distributed Mission Operations Network (DMON), a live, virtual, constructive, and synthetic simulation program for global training and exercises.

Approximately 30 percent of this business is performed through restricted programs.

Approximately 35 percent of this business is performed through restricted programs.

This anonymous survey encourages employee candor on key engagement and inclusion drivers, including belonging, respect, a sense of personal work accomplishment and recommending the company to others.

We value diversity and belonging in its broadest sense, as an enabling force that helps us pioneer, perform and deliver on quality, which results in value for our shareholders, customers, and employees.

We strive to reach all parts of the diverse talent pools available now and in the future because we recognize that we benefit from having coworkers with different ideas, perspectives and approaches to help us innovate.

Northrop Grumman’s talent strategy is focused on four key pillars: broadening talent pools; enhancing the employee experience; building leaders of the future; and enabling new ways of working.

Our strategy addresses the external and internal landscape and ensures that we are able to attract, retain and develop the workforce necessary to support the continued success of the business.

Our Education Assistance Program subsidizes tuition and other educational institution fees to support development through job-related degrees and certificates.

In a rapidly changing world, we maintain focus on keeping our team and our company prepared for the evolving future of work.

In addition to offering our employees flexible work arrangements, caregiver support and mental health services that help our employees make their careers work within their lives, we also help our employees build the careers that will serve them into the future.

We ensure that our employees have the tools and resources to develop their knowledge base and skill sets, so that they can continue to thrive at Northrop Grumman even in the midst of change.

When our employees succeed and grow at work, our business succeeds and grows.

Through a focus on our employees, we remain agile and innovative, adapting to the future as it unfolds before us.

We provide many avenues for our employees to feel included, so we can hire, develop and retain the best people to support our common mission and better pioneer together.

People are our most valuable resource, and our goals have been, and continue to be, to keep our employees safe and position the company for long-term success.

| Cost-type contracts | | | | | | $ | 20,170 | | | | | $ | 785 | | | | | $ | 24 | | | | | $ | 20,979 | | | | | 53 | | % |

| Fixed-price contracts | | | | | | 13,712 | | | | | | 4,120 | | | | | | 479 | | | | | | 18,311 | | | | | | 47 | | % |

| Total sales | | | | | | $ | 33,882 | | | | | $ | 4,905 | | | | | $ | 503 | | | | | $ | 39,290 | | | | | 100 | | % |

- Reduce 10% of absolute water withdrawals, reuse 10% of water withdrawals and replenish 10% of water withdrawals, focusing in water-stressed regions — all by 2030;

- Reduce solid waste sent to landfill and incineration by 10% by 2030;

These aircraft systems support four mission areas: strike; air dominance; battle management

NORTHROP GRUMMAN CORPORATION

and control; and intelligence, surveillance and reconnaissance (ISR).

Aeronautics Systems is reported in two business areas: Autonomous Systems and Manned Aircraft.

Key programs include:

- E-8C Joint Surveillance Target Attack Radar System (JSTARS) aircraft sustainment and modernization for the U.S. Air Force.

Major products and services include integrated battle management systems, weapons systems and aircraft and mission systems sustainment and modernization.

The sector is reported in two business areas: Battle Management & Missile Systems, and Mission Readiness.

*Battle Management & Missile Systems* – designs, develops and integrates all-domain command and control (C2) and weapons systems, including munitions and missiles.

The business provides integration and interoperability of net-enabled battle management, sensors, targeting and surveillance systems – a backbone architecture for Joint All-Domain Command and Control (JADC2) capable of integrating sensors and shooters, as well as air and missile defense C2 systems.

It also develops and produces precision strike weapons; advanced propulsion, including high speed air-breathing and hypersonic systems; and high-performance gun systems and precision munitions.

Competencies include system and software development; integration of weapon systems; tactical missile and component development and production; and production of advanced fuzes, munitions and defense electronics.

*Mission Readiness* – provides full life cycle service and support for software, weapons systems and aircraft, and logistics support, sustainment, operations and modernization for air, sea and ground systems.

It also supports critical warfighter training for complex missions in a realistic virtual environment.

Competencies include aircraft, electronics and embedded software sustainment; digital engineering and extended reality training for platform logistics; and maintenance.

- APN-241 radar sustainment, repair and production for U.S. military and foreign military sales (FMS) customers.

The sector is reported in four business areas: Airborne Multifunction Sensors; Maritime/Land Systems & Sensors; Navigation, Targeting & Survivability; and Networked Information Solutions.

*Airborne Multifunction Sensors* – delivers products, systems and services that support airborne platforms with multi-function radio frequency (RF) and EO/IR systems; radar, electronic warfare and situational awareness mission systems; and high altitude ISR sensors.

Competencies include fire control, surveillance and early warning and control radar systems; electronic attack and electronic support systems; and multi-sensor processing.

Key unrestricted programs include:

- LONGBOW Fire Control Radar (FCR), which provides fire control radar capabilities for the global AH-64 helicopter fleet; and

*Maritime/Land Systems & Sensors* – delivers products, systems and services that enable maritime and ground platform mission capabilities via sensors, targeting and surveillance systems; electronic warfare systems; mission module integration; power, propulsion and control systems; and missile launchers.

Competencies include ground and maritime radar systems; nuclear ship propulsion and power generation systems; shipboard missile and encapsulated payload launch systems; integrated bridge systems; unmanned maritime vehicles; high-resolution undersea sensors; deep-sea packaging; and mission integration.

- Littoral Combat Ship Mission Module Integration, which provides engineering design, support and production of mission modules for U.S. Navy littoral combat ships; and

*Navigation, Targeting & Survivability* – delivers products, systems and services that support aircraft platforms with targeting, self-protection and situational awareness mission systems; and provides embedded navigation and positioning sensors for a range of platforms including ships, aircraft, spacecraft and weapons.

Competencies include EO/IR and RF self-protection; targeting and surveillance systems; digitized cockpits; and inertial navigation systems.

*Networked Information Solutions* – delivers products, systems and services in the areas of advanced communications and network systems, full spectrum cyber solutions, secure processing, transformational computing, advanced technology development, and Signals Intelligence (SIGINT) mission systems.

Competencies include software defined radios and network gateways, communications and counter-communications systems; cyber mission management; large scale cyber solutions for national security applications; cyber survivability; ground software systems; and SIGINT sensors and processing.

- Joint Counter Radio-Controlled Improvised Explosive Device Electronic Warfare (JCREW), a software-programmable jammer that provides protection from improvised explosive devices (IEDs);

- Airborne Signals Intelligence Payload (ASIP), which delivers key signals intelligence capabilities to the warfighter by detecting, identifying, and locating radar and other types of electronic and modern communication signals.

The sector is reported in two business areas: Space and Launch & Strategic Missiles.

*Space* – designs, develops, manufactures and integrates spacecraft systems, subsystems, sensors, payloads and ground systems to deliver mission capability to national security, science and environmental, communications, on-orbit servicing, and human-rated space systems for earth orbit and deep-space exploration missions.

*Launch & Strategic Missiles* – designs, develops, manufactures and integrates small- and medium-class space launch vehicles to place satellites into earth orbit; suborbital launch vehicles that place payloads into a variety of high-altitude trajectories; large strategic missile systems; and missile defense systems.

Competencies include large strategic missile design, integration, production and sustainment, as well as the production of medium- and large-class rocket propulsion systems for human and cargo launch vehicles, hypersonic boosters and missile defense interceptors.

- Antares rocket, used in the execution of our Commercial Resupply Services (CRS) contracts with the National Aeronautics and Space Administration (NASA);

This survey is managed by a third-party vendor to encourage employee candor on key engagement drivers, including company leadership, culture, inclusion and career development.

Company” by the third party vendor based on our survey results.

Diversity, equity and inclusion (DE&I) is vital to our culture and our company’s success.

Our ability to leverage the power of our diverse workforce enhances employee engagement and enables us to innovate, perform and deliver on quality, which results in value for our shareholders, customers, and employees.

Diversity is one of the company’s non-financial ESG performance metrics and is reviewed by the Board of Directors.

[removed: 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.

These types of matters could result in administrative, civil or criminal fines, penalties or other sanctions (which terms

\-25-

NORTHROP GRUMMAN CORPORATION

For the fiscal year ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] 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 [removed: $74.0] [added: $68.9] billion.

As of January [removed: 23, 2023, 153,053,371] [added: 22, 2024, 150,035,705] shares of common stock were outstanding.

Portions of Northrop Grumman Corporation’s Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#i39e0046739014822b32f7ec429e2eba7_13)] [added: [Business](#i125525d0231a4c04a12dcdc194e0c6a3_13)] | | | [removed: [1](#i39e0046739014822b32f7ec429e2eba7_13)] [added: [1](#i125525d0231a4c04a12dcdc194e0c6a3_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i39e0046739014822b32f7ec429e2eba7_25)] [added: Factors](#i125525d0231a4c04a12dcdc194e0c6a3_31)] | | | [removed: [10](#i39e0046739014822b32f7ec429e2eba7_25)] [added: [9](#i125525d0231a4c04a12dcdc194e0c6a3_31)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i39e0046739014822b32f7ec429e2eba7_28)] [added: Comments](#i125525d0231a4c04a12dcdc194e0c6a3_34)] | | | [removed: [24](#i39e0046739014822b32f7ec429e2eba7_28)] [added: [22](#i125525d0231a4c04a12dcdc194e0c6a3_34)] | | |

| Item 2. | | | [removed: [Properties](#i39e0046739014822b32f7ec429e2eba7_31)] [added: [Properties](#i125525d0231a4c04a12dcdc194e0c6a3_40)] | | | [removed: [26](#i39e0046739014822b32f7ec429e2eba7_31)] [added: [25](#i125525d0231a4c04a12dcdc194e0c6a3_40)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i39e0046739014822b32f7ec429e2eba7_34)] [added: Proceedings](#i125525d0231a4c04a12dcdc194e0c6a3_43)] | | | [removed: [27](#i39e0046739014822b32f7ec429e2eba7_34)] [added: [25](#i125525d0231a4c04a12dcdc194e0c6a3_43)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i39e0046739014822b32f7ec429e2eba7_37)] [added: Disclosures](#i125525d0231a4c04a12dcdc194e0c6a3_46)] | | | [removed: [27](#i39e0046739014822b32f7ec429e2eba7_37)] [added: [26](#i125525d0231a4c04a12dcdc194e0c6a3_46)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i39e0046739014822b32f7ec429e2eba7_43)] [added: Securities](#i125525d0231a4c04a12dcdc194e0c6a3_52)] | | | [removed: [28](#i39e0046739014822b32f7ec429e2eba7_43)] [added: [27](#i125525d0231a4c04a12dcdc194e0c6a3_52)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [29](#i39e0046739014822b32f7ec429e2eba7_1724)] [added: [29](#i125525d0231a4c04a12dcdc194e0c6a3_55)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i39e0046739014822b32f7ec429e2eba7_49)] [added: Operations](#i125525d0231a4c04a12dcdc194e0c6a3_58)] | | | [removed: [30](#i39e0046739014822b32f7ec429e2eba7_49)] [added: [29](#i125525d0231a4c04a12dcdc194e0c6a3_58)] | | |

| | | | [Consolidated Operating [removed: Results](#i39e0046739014822b32f7ec429e2eba7_55)] [added: Results](#i125525d0231a4c04a12dcdc194e0c6a3_64)] | | | [removed: [33](#i39e0046739014822b32f7ec429e2eba7_55)] [added: [31](#i125525d0231a4c04a12dcdc194e0c6a3_64)] | | |

| | | | [Segment Operating [removed: Results](#i39e0046739014822b32f7ec429e2eba7_58)] [added: Results](#i125525d0231a4c04a12dcdc194e0c6a3_67)] | | | [removed: [36](#i39e0046739014822b32f7ec429e2eba7_58)] [added: [34](#i125525d0231a4c04a12dcdc194e0c6a3_67)] | | |

| | | | [Product and Service [removed: Analysis](#i39e0046739014822b32f7ec429e2eba7_61)] [added: Analysis](#i125525d0231a4c04a12dcdc194e0c6a3_70)] | | | [removed: [41](#i39e0046739014822b32f7ec429e2eba7_61)] [added: [38](#i125525d0231a4c04a12dcdc194e0c6a3_70)] | | |

| | | | [Liquidity and Capital [removed: Resources](#i39e0046739014822b32f7ec429e2eba7_67)] [added: Resources](#i125525d0231a4c04a12dcdc194e0c6a3_76)] | | | [removed: [42](#i39e0046739014822b32f7ec429e2eba7_67)] [added: [39](#i125525d0231a4c04a12dcdc194e0c6a3_76)] | | |

| | | | [Critical [removed: Accounting Policies, Estimates and Judgments](#i39e0046739014822b32f7ec429e2eba7_70)] [added: Accounting](#i125525d0231a4c04a12dcdc194e0c6a3_79) [Policies and](#i125525d0231a4c04a12dcdc194e0c6a3_79) [Estimates](#i125525d0231a4c04a12dcdc194e0c6a3_79)] | | | [removed: [44](#i39e0046739014822b32f7ec429e2eba7_70)] [added: [41](#i125525d0231a4c04a12dcdc194e0c6a3_79)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i39e0046739014822b32f7ec429e2eba7_73)] [added: Risk](#i125525d0231a4c04a12dcdc194e0c6a3_82)] | | | [removed: [50](#i39e0046739014822b32f7ec429e2eba7_73)] [added: [47](#i125525d0231a4c04a12dcdc194e0c6a3_82)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i39e0046739014822b32f7ec429e2eba7_76)] [added: Data](#i125525d0231a4c04a12dcdc194e0c6a3_85)] | | | [removed: [51](#i39e0046739014822b32f7ec429e2eba7_76)] [added: [48](#i125525d0231a4c04a12dcdc194e0c6a3_85)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i39e0046739014822b32f7ec429e2eba7_79)] [added: Firm](#i125525d0231a4c04a12dcdc194e0c6a3_88)] | | | [removed: [51](#i39e0046739014822b32f7ec429e2eba7_79)] [added: [48](#i125525d0231a4c04a12dcdc194e0c6a3_88)] | | |

| | | | [Consolidated Statements of Earnings and Comprehensive [removed: Income](#i39e0046739014822b32f7ec429e2eba7_82)] [added: Income](#i125525d0231a4c04a12dcdc194e0c6a3_91)] | | | [removed: [54](#i39e0046739014822b32f7ec429e2eba7_82)] [added: [51](#i125525d0231a4c04a12dcdc194e0c6a3_91)] | | |

| | | | [Consolidated Statements of Financial [removed: Position](#i39e0046739014822b32f7ec429e2eba7_85)] [added: Position](#i125525d0231a4c04a12dcdc194e0c6a3_94)] | | | [removed: [55](#i39e0046739014822b32f7ec429e2eba7_85)] [added: [52](#i125525d0231a4c04a12dcdc194e0c6a3_94)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i39e0046739014822b32f7ec429e2eba7_88)] [added: Flows](#i125525d0231a4c04a12dcdc194e0c6a3_97)] | | | [removed: [56](#i39e0046739014822b32f7ec429e2eba7_88)] [added: [53](#i125525d0231a4c04a12dcdc194e0c6a3_97)] | | |

| | | | [Consolidated Statements of Changes in Shareholders’ [removed: Equity](#i39e0046739014822b32f7ec429e2eba7_91)] [added: Equity](#i125525d0231a4c04a12dcdc194e0c6a3_100)] | | | [removed: [57](#i39e0046739014822b32f7ec429e2eba7_91)] [added: [54](#i125525d0231a4c04a12dcdc194e0c6a3_100)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i39e0046739014822b32f7ec429e2eba7_94)] [added: Statements](#i125525d0231a4c04a12dcdc194e0c6a3_103)] | | | [removed: [58](#i39e0046739014822b32f7ec429e2eba7_94)] [added: [55](#i125525d0231a4c04a12dcdc194e0c6a3_103)] | | |

| | | | [1. Summary of Significant Accounting [removed: Policies](#i39e0046739014822b32f7ec429e2eba7_97)] [added: Policies](#i125525d0231a4c04a12dcdc194e0c6a3_106)] | | | [removed: [58](#i39e0046739014822b32f7ec429e2eba7_97)] [added: [55](#i125525d0231a4c04a12dcdc194e0c6a3_106)] | | |

| | | | [3. Earnings Per Share, Share Repurchases and Dividends on Common [removed: Stock](#i39e0046739014822b32f7ec429e2eba7_103)] [added: Stock](#i125525d0231a4c04a12dcdc194e0c6a3_112)] | | | [removed: [65](#i39e0046739014822b32f7ec429e2eba7_103)] [added: [63](#i125525d0231a4c04a12dcdc194e0c6a3_112)] | | |

| | | | [4. Accounts Receivable, [removed: Net](#i39e0046739014822b32f7ec429e2eba7_106)] [added: Net](#i125525d0231a4c04a12dcdc194e0c6a3_115)] | | | [removed: [66](#i39e0046739014822b32f7ec429e2eba7_106)] [added: [65](#i125525d0231a4c04a12dcdc194e0c6a3_115)] | | |

| | | | [5. Unbilled Receivables, [removed: Net](#i39e0046739014822b32f7ec429e2eba7_109)] [added: Net](#i125525d0231a4c04a12dcdc194e0c6a3_118)] | | | [removed: [67](#i39e0046739014822b32f7ec429e2eba7_109)] [added: [65](#i125525d0231a4c04a12dcdc194e0c6a3_118)] | | |

| | | | [6. Inventoried Costs, [removed: Net](#i39e0046739014822b32f7ec429e2eba7_112)] [added: Net](#i125525d0231a4c04a12dcdc194e0c6a3_121)] | | | [removed: [67](#i39e0046739014822b32f7ec429e2eba7_112)] [added: [66](#i125525d0231a4c04a12dcdc194e0c6a3_121)] | | |

| | | | [8. Goodwill and Other Purchased Intangible [removed: Assets](#i39e0046739014822b32f7ec429e2eba7_118)] [added: Assets](#i125525d0231a4c04a12dcdc194e0c6a3_127)] | | | [removed: [71](#i39e0046739014822b32f7ec429e2eba7_118)] [added: [70](#i125525d0231a4c04a12dcdc194e0c6a3_127)] | | |

| | | | [9. Fair Value of Financial [removed: Instruments](#i39e0046739014822b32f7ec429e2eba7_121)] [added: Instruments](#i125525d0231a4c04a12dcdc194e0c6a3_130)] | | | [removed: [71](#i39e0046739014822b32f7ec429e2eba7_121)] [added: [70](#i125525d0231a4c04a12dcdc194e0c6a3_130)] | | |

| | | | [11. Investigations, Claims and [removed: Litigation](#i39e0046739014822b32f7ec429e2eba7_127)] [added: Litigation](#i125525d0231a4c04a12dcdc194e0c6a3_136)] | | | [removed: [74](#i39e0046739014822b32f7ec429e2eba7_127)] [added: [73](#i125525d0231a4c04a12dcdc194e0c6a3_136)] | | |

| | | | [12. Commitments and [removed: Contingencies](#i39e0046739014822b32f7ec429e2eba7_130)] [added: Contingencies](#i125525d0231a4c04a12dcdc194e0c6a3_139)] | | | [removed: [75](#i39e0046739014822b32f7ec429e2eba7_130)] [added: [73](#i125525d0231a4c04a12dcdc194e0c6a3_139)] | | |

| | | | [13. Retirement [removed: Benefits](#i39e0046739014822b32f7ec429e2eba7_133)] [added: Benefits](#i125525d0231a4c04a12dcdc194e0c6a3_142)] | | | [removed: [76](#i39e0046739014822b32f7ec429e2eba7_133)] [added: [74](#i125525d0231a4c04a12dcdc194e0c6a3_142)] | | |

| | | | [14. Stock Compensation Plans and Other Compensation [removed: Arrangements](#i39e0046739014822b32f7ec429e2eba7_136)] [added: Arrangements](#i125525d0231a4c04a12dcdc194e0c6a3_145)] | | | [removed: [81](#i39e0046739014822b32f7ec429e2eba7_136)] [added: [80](#i125525d0231a4c04a12dcdc194e0c6a3_145)] | | |

| | | | [16. Segment [removed: Information](#i39e0046739014822b32f7ec429e2eba7_142)] [added: Information](#i125525d0231a4c04a12dcdc194e0c6a3_151)] | | | [removed: [85](#i39e0046739014822b32f7ec429e2eba7_142)] [added: [83](#i125525d0231a4c04a12dcdc194e0c6a3_151)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i39e0046739014822b32f7ec429e2eba7_145)] [added: Disclosure](#i125525d0231a4c04a12dcdc194e0c6a3_154)] | | | [removed: [90](#i39e0046739014822b32f7ec429e2eba7_145)] [added: [89](#i125525d0231a4c04a12dcdc194e0c6a3_154)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i39e0046739014822b32f7ec429e2eba7_148)] [added: Procedures](#i125525d0231a4c04a12dcdc194e0c6a3_157)] | | | [removed: [90](#i39e0046739014822b32f7ec429e2eba7_148)] [added: [89](#i125525d0231a4c04a12dcdc194e0c6a3_157)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | [PART I](#i125525d0231a4c04a12dcdc194e0c6a3_10) | | | | | |

| Item 1C. | | | [C](#i125525d0231a4c04a12dcdc194e0c6a3_1658)[ybersecurity](#i125525d0231a4c04a12dcdc194e0c6a3_1658) | | | [22](#i125525d0231a4c04a12dcdc194e0c6a3_1658) | | |

| | | | [PART II](#i125525d0231a4c04a12dcdc194e0c6a3_49) | | | | | |

| | | | [Overview](#i125525d0231a4c04a12dcdc194e0c6a3_61) | | | [29](#i125525d0231a4c04a12dcdc194e0c6a3_61) | | |

| | | | [Backlog](#i125525d0231a4c04a12dcdc194e0c6a3_73) | | | [39](#i125525d0231a4c04a12dcdc194e0c6a3_73) | | |

| | | | [2. Dispositions](#i125525d0231a4c04a12dcdc194e0c6a3_109) | | | [63](#i125525d0231a4c04a12dcdc194e0c6a3_109) | | |

| | | | [7. Income Taxes](#i125525d0231a4c04a12dcdc194e0c6a3_124) | | | [66](#i125525d0231a4c04a12dcdc194e0c6a3_124) | | |

| | | | [10. Debt](#i125525d0231a4c04a12dcdc194e0c6a3_133) | | | [71](#i125525d0231a4c04a12dcdc194e0c6a3_133) | | |

| | | | [15. Leases](#i125525d0231a4c04a12dcdc194e0c6a3_148) | | | [82](#i125525d0231a4c04a12dcdc194e0c6a3_148) | | |

| | | | [Certain Trading Agreements](#i125525d0231a4c04a12dcdc194e0c6a3_1716) | | | [89](#i125525d0231a4c04a12dcdc194e0c6a3_160) | | |

| | | | [PART III](#i125525d0231a4c04a12dcdc194e0c6a3_172) | | | | | |

| | | | | | | | | |

| | | | [PART IV](#i125525d0231a4c04a12dcdc194e0c6a3_190) | | | | | |

| | | | [Signatures](#i125525d0231a4c04a12dcdc194e0c6a3_199) | | | [102](#i125525d0231a4c04a12dcdc194e0c6a3_199) | | |

| | | | [PART I](#i39e0046739014822b32f7ec429e2eba7_10) | | | | | |

| | | | [PART II](#i39e0046739014822b32f7ec429e2eba7_40) | | | | | |

| | | | [Overview](#i39e0046739014822b32f7ec429e2eba7_52) | | | [30](#i39e0046739014822b32f7ec429e2eba7_52) | | |

| | | | [Backlog](#i39e0046739014822b32f7ec429e2eba7_64) | | | [42](#i39e0046739014822b32f7ec429e2eba7_64) | | |

| | | | [2. Dispositions](#i39e0046739014822b32f7ec429e2eba7_100) | | | [65](#i39e0046739014822b32f7ec429e2eba7_100) | | |

| | | | [7. Income Taxes](#i39e0046739014822b32f7ec429e2eba7_115) | | | [68](#i39e0046739014822b32f7ec429e2eba7_115) | | |

| | | | [10. Debt](#i39e0046739014822b32f7ec429e2eba7_124) | | | [72](#i39e0046739014822b32f7ec429e2eba7_124) | | |

| | | | [15. Leases](#i39e0046739014822b32f7ec429e2eba7_139) | | | [84](#i39e0046739014822b32f7ec429e2eba7_139) | | |

| | | | [PART III](#i39e0046739014822b32f7ec429e2eba7_163) | | | | | |

| | | | [PART IV](#i39e0046739014822b32f7ec429e2eba7_181) | | | | | |

| | | | [Signatures](#i39e0046739014822b32f7ec429e2eba7_190) | | | [104](#i39e0046739014822b32f7ec429e2eba7_190) | | |

FORWARD-LOOKING STATEMENTS AND PROJECTIONS

This Annual Report on Form 10-K and the information we are incorporating by reference contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Words such as “will,” “expect,” “anticipate,” “intend,” “may,” “could,” “should,” “plan,” “project,” “forecast,” “believe,” “estimate,” “guidance,” “outlook,” “trends,” “goals” and similar expressions generally identify these forward-looking statements.

Forward-looking statements include, among other things, statements relating to our future financial condition, results of operations and/or cash flows.

Forward-looking statements are based upon assumptions, expectations, plans and projections that we believe to be reasonable when made, but which may change over time.

These statements are not guarantees of future performance and inherently involve a wide range of risks and uncertainties that are difficult to predict.

Specific risks that could cause actual results to differ materially from those expressed or implied in these forward-looking statements include, but are not limited to, those identified under “Risk Factors” and other important factors disclosed in this report and from time to time in our other filings with the SEC.

These risks and uncertainties are amplified by the global macroeconomic, health, security and political environments, including inflationary pressures, labor and supply chain challenges and the COVID-19 pandemic, which have caused and will continue to cause significant challenges, instability and uncertainty.

They include:

Industry and Economic Risks

- our dependence on the U.S. government for a substantial portion of our business

\-24-

NORTHROP GRUMMAN CORPORATION

- significant delays or reductions in appropriations and/or for our programs, and U.S. government funding and program support more broadly, including as a result of a prolonged continuing resolution and/or government shutdown, and/or related to hostilities and other global events

- significant delays or reductions in payments as a result of or related to a breach of the debt ceiling

- the use of estimates when accounting for our contracts and the effect of contract cost growth and our efforts to recover or offset such costs and/or changes in estimated contract costs and revenues, including as a result of inflationary pressures, labor shortages, supply chain challenges and/or other macroeconomic factors, and risks related to management’s judgments and assumptions in estimating and/or projecting contract revenue and performance which may be inaccurate

- continued pressures from macroeconomic trends, including inflation, supply chain delays and disruptions, and labor challenges, including on costs, schedules, performance and ability to meet expectations

- increased competition within our markets and bid protests

Legal and Regulatory Risks

- investigations, claims, disputes, enforcement actions, litigation (including criminal, civil and administrative) and/or other legal proceedings

- the improper conduct of employees, agents, subcontractors, suppliers, business partners or joint ventures in which we participate, including the impact on our reputation and our ability to do business

- changes in procurement and other laws, SEC, DoD and other rules and regulations, contract terms and practices applicable to our industry, findings by the U.S. government as to our compliance with such requirements, more aggressive enforcement of such requirements and changes in our customers’ business practices globally

- environmental matters, including unforeseen environmental costs and government and third party claims

- unanticipated changes in our tax provisions or exposure to additional tax liabilities

Business and Operational Risks

- impacts related to health epidemics, pandemics, including the COVID-19 pandemic, such as labor, supply chain or financial, schedule or cost impacts (without corresponding recovery), among other impacts

- cyber and other security threats or disruptions faced by us, our customers or our suppliers and other partners, and changes in related regulations

- our ability to attract and retain a qualified, talented and diverse workforce with the necessary security clearances to meet our performance obligations

- the performance and viability of our subcontractors and suppliers and the availability and pricing of raw materials and components, particularly with inflationary pressures, increased costs, shortages in labor and financial resources, supply chain disruptions, and extended material lead times

- environmental, social and governance matters, including especially climate change, their impacts on our company, our operations and our stakeholders (employees, suppliers, customers, shareholders and regulators), and changes in laws, regulations and priorities related to these issues

- our exposure to additional risks as a result of our international business, including risks related to global security, geopolitical and economic factors, misconduct, suppliers, laws and regulations

- our ability to meet performance obligations under our contracts, including obligations that require innovative design capabilities, are technologically complex, require certain manufacturing expertise or are dependent on factors not wholly within our control

- natural disasters

- products and services we provide related to hazardous and high risk operations, including the production and use of such products, which subject us to various environmental, regulatory, financial, reputational and other risks

- our ability appropriately to exploit and/or protect intellectual property rights

- our ability to develop new products and technologies, progress digital transformation, and maintain technologies, facilities, and equipment to win new competitions and meet the needs of our customers

\-25-

General and Other Risk Factors

- the adequacy and availability of, and ability to obtain, insurance coverage, customer indemnifications or other liability protections

- the future investment performance of plan assets, gains or losses associated with changes in valuation of marketable securities related to our non-qualified benefit plans, changes in actuarial assumptions associated with our pension and other postretirement benefit plans and legislative or other regulatory actions impacting our pension and postretirement benefit obligations

We recognize the critical importance of maintaining the safety and security of our systems and data and have a holistic process for overseeing and managing cybersecurity and related risks.

This process is supported by both management and our Board of Directors.

The Chief Information Office, which maintains our cybersecurity function, is led by our Chief Information Officer (CIO), who reports to our CEO.

The Chief Information Security Officer (CISO) reports to the CIO and generally is responsible for management of cybersecurity risk and the protection and defense of our networks and systems.

The CISO manages a team of cybersecurity professionals with broad experience and expertise, including in cybersecurity threat assessments and detection, mitigation technologies, cybersecurity training, incident response, cyber forensics, insider threats and regulatory compliance.

Our Board of Directors is responsible for overseeing our enterprise risk management activities in general, and each of our Board committees assists the Board in the role of risk oversight.

The full Board receives an update on the Company’s risk management process and the risk trends related to cybersecurity at least annually.

The Audit and Risk Committee specifically assists the Board in its oversight of risks related to cybersecurity.

To help ensure effective oversight, the Audit and Risk Committee receives reports on information security and cybersecurity from the CISO at least four times a year.

In addition, the Company’s Enterprise Risk Management Council (ERMC) considers risks relating to cybersecurity, among other significant risks, and applicable mitigation plans to address such risks.

The ERMC is comprised of the Executive Leadership Team, as well as the Chief Accounting Officer, Chief Compliance Officer, Corporate Secretary, Chief Sustainability Officer, Treasurer and Vice President, Internal Audit.

The CIO and CISO attend each ERMC meeting.

The ERMC meets during the year and receives periodic updates on cybersecurity risks from the CIO and CISO.

We have an established process and playbook led by our CISO governing our assessment, response and notifications internally and externally upon the occurrence of a cybersecurity incident.

Depending on the nature and severity of an incident, this process provides for escalating notification to our CEO and the Board (including our Lead Independent Director and the Audit and Risk Committee chair).

\-22-

NORTHROP GRUMMAN CORPORATION

Our approach to cybersecurity risk management includes the following key elements:

- *Multi-Layered Defense and Continuous Monitoring* – We work to protect our computing environments and products from cybersecurity threats through multi-layered defenses and apply lessons learned from our defense and monitoring efforts to help prevent future attacks.

We utilize data analytics to detect anomalies and search for cyber threats.

Our Cybersecurity Operations Center provides comprehensive cyber threat detection and response capabilities and maintains a 24x7 monitoring system which complements the technology, processes and threat detection techniques we use to monitor, manage and mitigate cybersecurity threats.

From time to time, we engage third party consultants or other advisors to assist in assessing, identifying and/or managing cybersecurity threats.

We also periodically use our Internal Audit function to conduct additional reviews and assessments.

- *Insider Threats* – We maintain an insider threat program designed to identify, assess, and address potential risks from within our Company.

Our program evaluates potential risks consistent with industry practices, customer requirements and applicable law, including privacy and other considerations.

- *Information Sharing and Collaboration* – We work with government, customer, industry and/or supplier partners, such as the National Defense Information Sharing and Analysis Center and other government-industry partnerships, to gather and develop best practices and share information to address cyber threats.

These relationships enable the rapid sharing of threat and vulnerability mitigation information across the defense industrial base and supply chain.

- *Third Party Risk Assessments* – We conduct information security assessments before sharing or allowing the hosting of sensitive data in computing environments managed by third parties, and our standard terms and conditions contain contractual provisions requiring certain security protections.

- *Training and Awareness* – We provide awareness training to our employees to help identify, avoid and mitigate cybersecurity threats.

Our employees with network access participate annually in required training, including spear phishing and other awareness training.

We also periodically host tabletop exercises with management and other employees to practice rapid cyber incident response.

- *Supplier Engagement* – We provide training and other resources to our suppliers to support cybersecurity resiliency in our supply chain.

We also require our suppliers to comply with our standard information security terms and conditions, in addition to any requirements from our customers, as a condition of doing business with us, and require them to complete information security questionnaires to review and assess any potential cyber-related risks depending on the nature of the services being provided.

While we have experienced cybersecurity incidents in the past, to date none have materially affected the Company or our financial position, results of operations and/or cash flows.

We continue to invest in the cybersecurity and resiliency of our networks and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure, and the information they contain.

For more information regarding the risks we face from cybersecurity threats, please see “Risk Factors.”

FORWARD-LOOKING STATEMENTS AND PROJECTIONS

This Annual Report on Form 10-K and the information we are incorporating by reference contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Words such as “will,” “expect,” “anticipate,” “intend,” “may,” “could,” “should,” “plan,” “project,” “forecast,” “believe,” “estimate,” “guidance,” “outlook,” “trends,” “goals” and similar expressions generally identify these forward-looking statements.

Forward-looking statements include, among other things, statements relating to our future financial condition, results of operations and/or cash flows.

At December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: 52] [added: 51] million square feet of floor space at [removed: 473] [added: 459] separate locations, primarily in the U.S., for manufacturing, warehousing, research and testing, administration and various other uses.

We leased to third parties approximately [removed: 255,000] [added: 37,000] square feet of our owned and leased facilities.

Huntsville, AL; Mesa and Sierra Vista, AZ; [removed: Los Angeles,] [added: Northridge,] CA; Warner Robins, GA; Lake Charles, LA; Elkton, MD; Elk River and Plymouth, MN; Dulles, McLean and Radford, VA; and Keyser, WV.

Huntsville, AL; Chandler and Gilbert, AZ; Azusa, Carson, Los Angeles, Manhattan Beach, Oxnard, Redondo Beach and San Diego, CA; [removed: Aurora] [added: Aurora, Boulder,] and Colorado Springs, CO; Beltsville, MD; Devens, [removed: MA; Brigham City, Clearfield,] [added: MA;Clearfield, Corinne,] Magna, Ogden, Roy and Tremonton, UT; and Dulles and Sterling, VA.

The following is a summary of our floor space at December 31, [removed: 2022:][added: 2023:]

| Defense Systems | | | | | | 1,367 | | | | | | [removed: 3,397] [added: 3,328] | | | | | | 2,285 | | | | | | [removed: 7,049] [added: 6,980] | | |

| Aeronautics Systems | | | | | | 3,179 | | | | | | 6,204 | | | | | | 3,302 | | | | | | 12,685 | | |

| Mission Systems | | | | | | 8,033 | | | | | | 4,145 | | | | | | — | | | | | | 12,178 | | |

| Space Systems | | | | | | 9,546 | | | | | | 8,714 | | | | | | 589 | | | | | | 18,849 | | |

| Corporate | | | | | | 372 | | | | | | 246 | | | | | | — | | | | | | 618 | | |

| Total | | | | | | 22,497 | | | | | | 22,637 | | | | | | 6,176 | | | | | | 51,310 | | |

| Aeronautics Systems | | | | | | 3,170 | | | | | | 6,427 | | | | | | 3,302 | | | | | | 12,899 | | |

| Mission Systems | | | | | | 7,995 | | | | | | 4,331 | | | | | | — | | | | | | 12,326 | | |

| Space Systems | | | | | | 9,350 | | | | | | 8,659 | | | | | | 548 | | | | | | 18,557 | | |

| Corporate | | | | | | 372 | | | | | | 305 | | | | | | — | | | | | | 677 | | |

| Total | | | | | | 22,254 | | | | | | 23,119 | | | | | | 6,135 | | | | | | 51,508 | | |

\-26-

NORTHROP GRUMMAN CORPORATION

\-26-

\-27-

We have 800,000,000 shares authorized at a $1 par value per share, of which [removed: 153,157,924] [added: 150,109,271] shares and [removed: 156,284,423] [added: 153,157,924] shares were issued and outstanding as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

We have 10,000,000 shares authorized at a $1 par value per share, of which no shares were issued and outstanding as of December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

As of January [removed: 23, 2023,] [added: 22, 2024,] there were [removed: 19,192] [added: 18,531] common shareholders of record.

| Period | | | [removed: Total Number] [added: Number] of Shares Purchased | | | | | | Average Price Paid per Share(1) | | | | | | [removed: Total Number] [added: 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 [removed: millions)] [added: millions)(2)] | | | | | |

[removed: (1)Includes] [added: (1)Excludes] commissions paid.

[removed: ][added: ]

- Assumes $100 invested at the close of business on December 31, [removed: 2017,] [added: 2018,] in Northrop Grumman Corporation common stock, the S&P 500 Index and the S&P A&D Index.

- The S&P A&D Index is comprised of [added: Axon Enterprise, Inc.,] The Boeing Company, General Dynamics Corporation, Howmet Aerospace Inc., Huntington Ingalls Industries Inc., L3Harris Technologies, Inc., Lockheed Martin Corporation, Northrop Grumman Corporation, [removed: Raytheon Technologies] [added: RTX] Corporation, [removed: Textron,] [added: Textron] Inc., and TransDigm Group Incorporated.

| September 30, 2023 - October 27, 2023 | | | 85,824 | | | | | | $ | 449.40 | | | | | 85,824 | | | | | | $ | | | 1,441 | | |

| October 28, 2023 - November 24, 2023 | | | 293,446 | | | | | | 466.94 | | | | | | 293,446 | | | | | | | | | 1,304 | | |

| November 25, 2023 - December 31, 2023 | | | 379,654 | | | | | | 470.52 | | | | | | 379,654 | | | | | | | | | 3,625 | | |

| Total | | | 758,924 | | | | | | $ | 466.75 | | | | | 758,924 | | | | | | $ | | | 3,625 | | |

(2)The value remaining on December 31, 2023 includes an additional $2.5 billion share repurchase authorization approved by the company’s board of directors on December 6, 2023.

\-27-

The table below summarizes our repurchases of common stock during the three months ended December 31, 2022:

| October 1, 2022 - October 28, 2022 | | | 235,900 | | | | | | $ | 503.31 | | | | | 235,900 | | | | | | $ | | | 3,000 | | |

| October 29, 2022 - November 25, 2022 | | | 485,309 | | | | | | 519.87 | | | | | | 485,309 | | | | | | | | | 2,748 | | |

| November 26, 2022 - December 31, 2022 | | | 215,725 | | | | | | 532.61 | | | | | | 215,725 | | | | | | | | | 2,633 | | |

| Total | | | 936,934 | | | | | | $ | 518.63 | | | | | 936,934 | | | | | | $ | | | 2,633 | | |

\-28-

- The total return is weighted according to market capitalization of each company at the beginning of each year.

\-28-

\-29-

We have audited the accompanying consolidated statements of financial position of Northrop Grumman Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of earnings and comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January [removed: 25, 2023] [added: 24, 2024] expressed an unqualified opinion on the Company’s internal control over financial reporting.

▪Evaluating management’s ability to achieve the estimates of [removed: total] cost and revenue by performing corroborating inquiries with the Company’s program and business management, and testing management’s process used to develop the estimates based on their work plans, engineering specifications, program labor, and supplier contracts.

This includes management’s process to identify macroeconomic impacts to [added: certain] programs, which could include forecasted cost impacts and assumptions on the ability to recover those costs.

Uncertain tax positions reflect the [removed: Company’s] [added: company’s] expected treatment of tax positions taken in a filed tax return, or planned to be taken in a future tax return or [removed: claim, which have not been reflected in measuring income tax expense or taxes payable for financial reporting purposes.][added: claim.]

Auditing [removed: the] [added: certain] assumptions associated with the Company’s uncertain tax positions [removed: involves] [added: involved] especially challenging judgments given the complexity and inherent subjectivity involved in evaluating the potential outcomes of these matters.

Our audit procedures related to [removed: the] [added: certain] assumptions used in determining uncertain tax positions included the following, among others:

- We tested the effectiveness of [removed: internal] controls relating to the identification and completeness of, and recognition for, uncertain tax positions, including management’s controls over the underlying key assumptions and inputs used to derive the estimates.

| *$ in millions, except per share amounts* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Product | | | | | | $ | [removed: 28,522] [added: 30,897] | | | | | $ | [removed: 27,868] [added: 28,522] | | | | | $ | [removed: 27,015] [added: 27,868] | |

| Service | | | | | | [removed: 8,080] [added: 8,393] | | | | | | [removed: 7,799] [added: 8,080] | | | | | | [removed: 9,784] [added: 7,799] | | |

| Total sales | | | | | | [removed: 36,602] [added: 39,290] | | | | | | [removed: 35,667] [added: 36,602] | | | | | | [removed: 36,799] [added: 35,667] | | |

| Product | | | | | | [removed: 22,761] [added: 26,226] | | | | | | [removed: 22,309] [added: 22,761] | | | | | | [removed: 21,559] [added: 22,309] | | |

| Service | | | | | | [removed: 6,367] [added: 6,513] | | | | | | [removed: 6,090] [added: 6,367] | | | | | | [removed: 7,762] [added: 6,090] | | |

| General and administrative expenses | | | | | | [removed: 3,873] [added: 4,014] | | | | | | [removed: 3,597] [added: 3,873] | | | | | | [removed: 3,413] [added: 3,597] | | |

| Total operating costs and expenses | | | | | | [removed: 33,001] [added: 36,753] | | | | | | [removed: 31,996] [added: 33,001] | | | | | | [removed: 32,734] [added: 31,996] | | |

| Gain on sale of business | | | | | | — | | | | | | [removed: 1,980] [added: —] | | | | | | [removed: —] [added: 1,980] | | |

| Operating income | | | | | | [removed: 3,601] [added: 2,537] | | | | | | [removed: 5,651] [added: 3,601] | | | | | | [removed: 4,065] [added: 5,651] | | |

| Interest expense | | | | | | [removed: (506)] [added: (545)] | | | | | | [removed: (556)] [added: (506)] | | | | | | [removed: (593)] [added: (556)] | | |

| Non-operating FAS pension benefit | | | | | | [removed: 1,505] [added: 530] | | | | | | [removed: 1,469] [added: 1,505] | | | | | | [removed: 1,198] [added: 1,469] | | |

| Mark-to-market pension and OPB [removed: benefit] (expense) [added: benefit] | | | | | | [removed: 1,232] [added: (422)] | | | | | | [removed: 2,355] [added: 1,232] | | | | | | [removed: (1,034)] [added: 2,355] | | |

| Other, net | | | | | | [removed: 4] [added: (8)] | | | | | | [removed: 19] [added: 46] | | | | | | [removed: 92] [added: 12] | | |

| Earnings before income taxes | | | | | | [removed: 5,836] [added: 2,346] | | | | | | [removed: 8,938] [added: 5,836] | | | | | | [removed: 3,728] [added: 8,938] | | |

| Federal and foreign income tax expense | | | | | | [removed: 940] [added: 290] | | | | | | [removed: 1,933] [added: 940] | | | | | | [removed: 539] [added: 1,933] | | |

| Net earnings | | | | | | $ | [removed: 4,896] [added: 2,056] | | | | | $ | [removed: 7,005] [added: 4,896] | | | | | $ | [removed: 3,189] [added: 7,005] | |

| Basic earnings per share | | | | | | $ | [removed: 31.61] [added: 13.57] | | | | | $ | [removed: 43.70] [added: 31.61] | | | | | $ | [removed: 19.08] [added: 43.70] | |

| Weighted-average common shares outstanding, in millions | | | | | | [removed: 154.9] [added: 151.5] | | | | | | [removed: 160.3] [added: 154.9] | | | | | | [removed: 167.1] [added: 160.3] | | |

| Diluted earnings per share | | | | | | $ | [removed: 31.47] [added: 13.53] | | | | | $ | [removed: 43.54] [added: 31.47] | | | | | $ | [removed: 19.03] [added: 43.54] | |

| Weighted-average diluted shares outstanding, in millions | | | | | | [removed: 155.6] [added: 152.0] | | | | | | [removed: 160.9] [added: 155.6] | | | | | | [removed: 167.6] [added: 160.9] | | |

| Net earnings (from above) | | | | | | $ | [removed: 4,896] [added: 2,056] | | | | | $ | [removed: 7,005] [added: 4,896] | | | | | $ | [removed: 3,189] [added: 7,005] | |

| Other comprehensive [removed: loss,] [added: income (loss),] net of tax | | | | | | | | | | | | | | | | | | | | |

| Change in unamortized prior service credit [added: (cost) – 2022] | | | | | | [removed: (1)] [added: —] | | | | | | [removed: (8)] [added: 1] | | | | | | [removed: (41)] [added: 1] | | |

| Change in cumulative translation adjustment [removed: and other, net] | | | | | | [removed: (9)] [added: 23] | | | | | | [removed: (7)] [added: (16)] | | | | | | [removed: 10] [added: (7)] | | |

| Other comprehensive [removed: loss,] [added: income (loss),] net of tax | | | | | | [removed: (10)] [added: 25] | | | | | | [removed: (15)] [added: (10)] | | | | | | [removed: (31)] [added: (15)] | | |

| Comprehensive income | | | | | | $ | [removed: 4,886] [added: 2,081] | | | | | $ | [removed: 6,990] [added: 4,886] | | | | | $ | [removed: 3,158] [added: 6,990] | |

| *$ in millions, except par value* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 2,577] [added: 3,109] | | | | | $ | [removed: 3,530] [added: 2,577] | |

| Accounts receivable, net | | | | | | [removed: 1,511] [added: 1,454] | | | | | | [removed: 1,467] [added: 1,511] | | |

| Unbilled receivables, net | | | | | | [removed: 5,983] [added: 5,693] | | | | | | [removed: 5,492] [added: 5,983] | | |

\-48-

▪Evaluating selected changes to the estimates of costs and obtaining supporting documentation on timing and amounts of these changes in estimates.

\-49-

Until the matters are resolved, the outcome is inherently uncertain.

| | | | January 24, 2024 | | |

\-50-

| Change in other, net | | | | | | 2 | | | | | | 6 | | | | | | (8) | | |

| B-21 charge | | | | | | 1,559 | | | | | | — | | | | | | — | | |

| Proceeds from sale of minority investments | | | | | | 197 | | | | | | — | | | | | | — | | |

| *$ in millions, except per share amounts* | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Other comprehensive income (loss), net of tax | | | | | | 25 | | | | | | (10) | | | | | | (15) | | |

During the first quarter of 2023, we changed the presentation of the components of other comprehensive income (loss), net of tax in the consolidated statement of earnings and comprehensive income.

This change in presentation had no impact on our previously reported comprehensive income in total.

measurement towards satisfaction of its performance obligations.

At the request of the National Aeronautics and Space Administration (NASA), Space Systems submitted an engineering change proposal (ECP) during the fourth quarter of 2023 for scope increases and other aspects of the Habitation and Logistics Outpost (HALO) contract largely stemming from evolving Lunar Gateway architecture and mission requirements.

The ECP addresses both work performed and work expected to be performed by the company resulting from scope changes previously approved by NASA, as well as changes NASA has requested the company to propose but has not yet directed the company to perform.

The company has begun negotiating with NASA on these various changes and other aspects of the HALO contract.

The company’s 2023 results include $100 million of unfavorable EAC adjustments on the HALO contract and reflect our current best estimate of the outcome of the ECP negotiations assuming the terms of the current contract; however, if the outcome is less favorable than what we have assumed, it could have an adverse effect on our financial position, results of operations and/or cash flows.

During the fourth quarter of 2023, the B-21 program entered flight testing and the company received an award for the first LRIP lot.

During the fourth quarter of 2023, we again reviewed our estimated profitability on the LRIP phase of the program, and we now believe it is probable each of the first five LRIP lots will be performed at a loss.

The loss is largely driven by a change in our assumptions regarding funding to mitigate the impact of macroeconomic disruptions on the LRIP phase of the program and higher projected manufacturing costs that reflect recent supplier negotiations and our experience in completing the first aircraft.

The projected loss across the five LRIP lots, which we recognized during the fourth quarter of 2023, is $1.56 billion.

The loss comprises a $143 million unfavorable EAC adjustment for the first LRIP lot and a $1.37 billion loss contingency accrual and $45 million reduction of inventoried costs for the unexercised LRIP lots.

As of December 31, 2023, $631 million of the loss contingency accrual is included in Other current liabilities and $740 million is included in Other non-current liabilities in the consolidated statement of financial position.

If our estimated cost to complete the LRIP phase of the program changes or our assumptions regarding contract performance, quantities, or funding to mitigate the impact of macroeconomic disruptions are resolved more or less favorably than what we have estimated, our financial position, results of operations and/or cash flows could be materially affected.

*Net EAC Adjustments*

During the fourth quarter of 2023, we recorded a $143 million unfavorable EAC adjustment on the first LRIP lot of the B-21 program at Aeronautics Systems as described above.

During 2023, we recorded $100 million of unfavorable EAC adjustments on the HALO program at Space Systems largely due to cost growth stemming from evolving Lunar Gateway architecture and mission requirements combined with macroeconomic challenges.

During 2022, we recorded $133 million of favorable EAC adjustments on the EMD phase of the B-21 program at Aeronautics Systems.

*Subsequent Event* – In January 2024, the company received a termination for convenience in our restricted Space business.

The company expects to reduce backlog by approximately $2 billion during the first quarter of 2024 related to the termination.

non-qualified employee retirement plans.

Machinery and other equipment is primarily depreciated using declining-balance methods.

The other asset categories are generally depreciated using the straight-line method.

Sale of Minority Investment

In July 2023, the company sold its minority investment in an Australian business for AUD $235 million (the equivalent of $157 million upon settlement).

The sale resulted in a pre-tax gain of $97 million, which is reflected in

Other, net on the consolidated statements of earnings and comprehensive income for the year ended December 31, 2023.

Proceeds from the sale are included in investing activities on the consolidated statement of cash flows for the year ended December 31, 2023.

employee contributions.

▪Comparing management’s estimates for the selected contracts to costs and revenues of similar performance obligations, when applicable.

Until the matters are resolved, the outcome is inherently uncertain and the Company discloses a summary of changes in their uncertain tax positions within the notes to their financial statements.

–Obtained and read opinions provided by external counsel, as applicable, regarding the tax position taken by the Company.

| | | | January 25, 2023 | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | December 31 | | | | | | | | |

| Assets | | | | | | | | | | | | | | |

| Payments to credit facilities | | | | | | — | | | | | | — | | | | | | (78) | | |

Effective January 30, 2021 (the “Divestiture date”), we completed the sale of our IT and mission support services business (the “IT services divestiture”) for $3.4 billion in cash and recorded a pre-tax gain of $2.0 billion.

See Note 2 for further information regarding the divestiture.

goods and services that do not have an alternative use.

During the first and fourth quarters of 2022, we recorded favorable EAC adjustments of $67 million and $66 million, respectively, on the engineering, manufacturing and development (EMD) phase of the B-21 program at Aeronautics Systems largely related to an increase in the amount of performance incentives we expect to earn.

See Note 12 for a discussion of reasonably possible losses we may incur on the low-rate initial production (LRIP) phase of B-21.

respectively, which represented 3.3 percent, 3.2 percent and 2.9 percent of total sales, respectively.

Most assets are depreciated using declining-balance methods, with the remainder using the straight-line method.

The company tests goodwill for impairment at least annually as of December 31, or when an indicator of potential impairment exists.

When performing the goodwill impairment test, the company uses a discounted cash flow approach corroborated by comparative market multiples, where appropriate, to determine the fair value of its reporting units.

The fair value of stock awards and performance stock awards is determined based on the closing market price of the company’s common stock on the grant date.

The fair value of market-based stock awards is determined at the grant date using a Monte Carlo simulation model.

| Cumulative translation adjustment and other, net | | | | | | (154) | | | | | | (145) | | |

Operating results include sales and operating income for the IT and mission support services business prior to the Divestiture date; therefore, no sales and operating income were recognized for this business during the year ended December 31, 2022.

| September 16, 2015 | | | | | | $ | 4,000 | | | | | 15.4 | | | | | | $ | 260.33 | | | | | March 2020 | | | | | | — | | | | | | — | | | | | | 0.9 | | |

(1)Includes commissions paid.

For FMS, we contract with and are paid by the U.S. government.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other, net | | | | | | 43 | | | | | | 0.7 | | | | | | 48 | | | | | | 0.6 | | | | | | 17 | | | | | | 0.5 | | |

The year to date 2021 ETR increased to 21.6 percent from 14.5 percent in 2020 primarily due to the federal income taxes resulting from the IT services divestiture described above.

The company’s 2021 MTM benefit did not significantly impact the 2021 ETR; however, MTM expense in 2020 reduced the 2020 ETR by 1.3 percentage points.

During the fourth quarter of 2022, the U.S. Congressional Joint Committee on Taxation approved a resolution of the IRS examination of the legacy OATK federal tax returns for the years ended March 31, 2014 and 2015, the nine-month transition period ended December 31, 2015 and calendar years 2016-2017, which resulted in a $110 million reduction to our unrecognized tax benefits and an $86 million reduction to income tax expense.

Additionally, it is reasonably possible that within the next 12 months, unrecognized tax benefits claimed primarily related to California state apportionment in the company’s 2007 to 2016 tax years may decline by up to $100 million through administrative resolution with the California Franchise Tax Board.

| Other | | | | | | 79 | | | | | | 103 | | |

| Deferred tax liabilities | | | | | | 3,458 | | | | | | 3,019 | | |

| 2023 | | | | | | $ | 80 | |

31, 2022, was $87 million.

At December 31, 2021, no portion of the notional value was designated as a cash flow hedge.

In December 2022, the company amended its commercial paper program to increase its capacity to issue unsecured commercial paper notes from $2.0 billion to $2.5 billion.

The outstanding balance of commercial paper borrowings is recorded in Other current liabilities in the consolidated statements of financial position.

The 2022 Credit Agreement replaced the company’s prior five-year, $2.0 billion revolving credit facility entered into on August 17, 2018 and as amended on October 17, 2019.

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 December 31, [removed: 2022,] [added: 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.

During the three months ended December 31, [removed: 2022,] [added: 2023,] no change occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Based on its assessment, management has concluded that the company’s internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

Deloitte & Touche LLP issued an attestation report dated January [removed: 25, 2023,] [added: 24, 2024,] concerning the company’s internal control over financial reporting, which is contained in this Annual Report.

The company’s consolidated financial statements as of and for the year ended December 31, [removed: 2022,] [added: 2023,] have been audited by the independent registered public accounting firm of Deloitte & Touche LLP in accordance with the standards of the Public Company Accounting Oversight Board (United States).

We have audited the internal control over financial reporting of Northrop Grumman Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2022] [added: 2023] of the Company and our report dated January [removed: 25, 2023] [added: 24, 2024] expressed an unqualified opinion on those financial statements.

January 24, 2024

\-89-

January 24, 2024

CERTAIN TRADING AGREEMENTS

During the quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as those terms are defined in Item 408 of Regulation S-K.

None.

January 25, 2023

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\-91-

\-92-

Information about our Directors will be incorporated herein by reference to the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders, to be filed with the SEC within 120 days after the end of the company’s fiscal year.

Our executive officers as of January [removed: 25, 2023,] [added: 24, 2024,] are listed below, along with their ages on that date, positions and offices held with the company, and principal occupations and employment, focused primarily on the past five years.

| Kathy J. Warden | | | | | | [removed: 51] [added: 52] | | | | | | Chair, Chief Executive Officer and President | | | | | | 2019 | | | | | | Chief Executive Officer and President (2019); President and Chief Operating Officer (2018) | | |

| Mark A. Caylor | | | | | | [removed: 58] [added: 59] | | | | | | Corporate Vice President and President, Mission Systems Sector | | | | | | 2018 | | | | | | | | |

| Michael A. Hardesty | | | | | | [removed: 51] [added: 52] | | | | | | Corporate Vice President, Controller, and Chief Accounting Officer | | | | | | 2013 | | | | | | | | |

| Thomas H. Jones | | | | | | [removed: 56] [added: 57] | | | | | | Corporate Vice President and President, Aeronautics Systems Sector | | | | | | 2021 | | | | | | Vice President and General Manager, Airborne C4ISR Division, Mission Systems Sector (2017-2020) | | |

| David F. Keffer | | | | | | [removed: 45] [added: 46] | | | | | | Corporate Vice President and Chief Financial Officer | | | | | | 2020 | | | | | | General Partner, Blue Delta Capital Partners (2018-2020); Chief Financial Officer and Executive Vice President, CSRA, Inc. (2015-2018) | | |

| Roshan [added: S.] Roeder | | | | | | [removed: 43] [added: 44] | | | | | | Corporate Vice President and President, Defense Systems Sector | | | | | | 2022 | | | | | | Vice President and General Manager, Airborne Multifunction Sensors, Mission Systems Sector (2020-2022); Vice President Program Management, Communications Business Unit, Mission Systems Sector (2018-2020); Vice President Program Management, Advanced Ground Sensors, Mission Systems Sector (2016-2018) | | |

| [removed: Thomas L. Wilson] [added: Robert J. Fleming] | | | | | | [removed: 54] [added: 51] | | | | | | Corporate Vice President and President, Space Systems Sector | | | | | | [removed: 2022] [added: 2023] | | | | | | Vice President and General Manager, Strategic Space Systems Division, Space Systems Sector [removed: (2020-2021);] [added: (2021-2023);] Vice [removed: President of Strategy and] [added: President,] Business [removed: Development,] [added: Development and Strategy,] Space Systems Sector [removed: (2020); Vice President of Business Development, Former Innovation Systems Sector (2018-2020);] [added: (2020-2021);] Vice [removed: President of Strategy and Business Development,] [added: President,] Space [added: Programs, Strategic Force Programs, Mission] Systems [removed: Group, Orbital ATK, Inc. (2015-2018)] [added: Sector (2019-2020)] | | |

The information as to the Audit and Risk Committee and the Audit and Risk Committee Financial Expert will be incorporated herein by reference to the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders.

[removed: The Standards of Business Conduct can be found on our] internet website at www.northropgrumman.com under “Who We Are – Investors – Corporate Governance – [added: Overview –] Standards of Business Conduct.” A copy of the Standards of Business Conduct is available to any stockholder who requests it by writing to: Northrop Grumman Corporation, c/o Office of the Secretary, 2980 Fairview Park Drive, Falls Church, VA 22042.

Other disclosures required by this Item will be incorporated herein by reference to the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders.

| Kathryn G. Simpson | | | | | | 60 | | | | | | Corporate Vice President and General Counsel | | | | | | 2023 | | | | | | Vice President, Associate General Counsel, Mission Systems Sector (2021-2023); Vice President, Deputy General Counsel (2012-2021) | | |

The Standards of Business Conduct can be found on our

\-92-

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | | Age | | | | | | Office Held | | | | | | Since | | | | | | Recent Business Experience | | |

| Ann M. Addison | | | | | | 61 | | | | | | Corporate Vice President and Chief Human Resources Officer | | | | | | 2019 | | | | | | Corporate Vice President (2018); Executive Vice President and Chief Human Resources Officer, Leidos (2016-2018) | | |

| Matthew Bromberg | | | | | | 52 | | | | | | Corporate Vice President, Global Operations | | | | | | 2022 | | | | | | President, Military Engines, Pratt & Whitney (2017-2021) | | |

| Sheila C. Cheston | | | | | | 64 | | | | | | Corporate Vice President and General Counsel | | | | | | 2010 | | | | | | | | |

| Lesley A. Kalan | | | | | | 49 | | | | | | Corporate Vice President and Chief Strategy and Development Officer | | | | | | 2020 | | | | | | Corporate Vice President, Government Relations (2018-2019) | | |

| David T. Perry | | | | | | 58 | | | | | | Corporate Vice President and Chief Global Business Officer | | | | | | 2019 | | | | | | Corporate Vice President and Chief Global Business Development Officer (2012-2019) | | |

\-93-

| Mary D. Petryszyn | | | | | | 61 | | | | | | Corporate Vice President | | | | | | 2022 | | | | | | Corporate Vice President and President, Defense Systems Sector (2020-2022); Vice President and General Manager, Land and Avionics C4ISR Division, Mission Systems Sector (2016-2019) | | |

| Lucy C. Ryan | | | | | | 49 | | | | | | Corporate Vice President, Communications | | | | | | 2019 | | | | | | Vice President, Enterprise Communications (2018); Director of Communications, General Dynamics (2010-2018) | | |

Information concerning Executive Compensation required by this Item 11, including information concerning Compensation Committee Interlocks and Insider Participation and the Compensation Committee Report, will be incorporated herein by reference to the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders.

The information as to Securities Authorized for Issuance Under Equity Compensation Plans and Security Ownership of Certain Beneficial Owners and Management will be incorporated herein by reference to the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders.

\-94-

NORTHROP GRUMMAN CORPORATION

The information as to Certain Relationships and Related Transactions and Director Independence will be incorporated herein by reference to the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders.

The information as to Principal [removed: Accounting] [added: Accountant] Fees and Services will be incorporated herein by reference to the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders.

\-93-

\-95-

[Consolidated Statements of Earnings and Comprehensive [removed: Income](#i39e0046739014822b32f7ec429e2eba7_82)][added: Income](#i125525d0231a4c04a12dcdc194e0c6a3_91)]

[Consolidated Statements of Financial [removed: Position](#i39e0046739014822b32f7ec429e2eba7_85)][added: Position](#i125525d0231a4c04a12dcdc194e0c6a3_94)]

[Consolidated Statements of Cash [removed: Flows](#i39e0046739014822b32f7ec429e2eba7_88)][added: Flows](#i125525d0231a4c04a12dcdc194e0c6a3_97)]

[Consolidated Statements of Changes in Shareholders’ [removed: Equity](#i39e0046739014822b32f7ec429e2eba7_91)][added: Equity](#i125525d0231a4c04a12dcdc194e0c6a3_100)]

[Notes to Consolidated Financial [removed: Statements](#i39e0046739014822b32f7ec429e2eba7_94)][added: Statements](#i125525d0231a4c04a12dcdc194e0c6a3_103)]

| | | | 3(a) | | | [Amended and Restated Certificate of Incorporation of Northrop Grumman Corporation dated [removed: May 29, 2012 (incorporated] [added: May](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex31.htm) [17](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex31.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex31.htm)[23](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex31.htm) [(incorporated] by reference to Exhibit 3.1 to [removed: Form 10-Q for the quarter ended June 30, 2012,] [added: Form](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex31.htm) [8-K] filed [removed: July 25, 2012,] [added: May 19, 2023](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex31.htm)[,] File No. [removed: 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000113342112000033/noc-6302012xex31.htm)] [added: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex31.htm)] | | |

| | | | 3(b) | | | [Amended and Restated Bylaws of Northrop Grumman Corporation [removed: dated December 4, 2018 (incorporated] [added: dated](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm) [May 17,](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm) [20](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm)[23](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm) [(incorporated] by reference to Exhibit [removed: 3.1 to] [added: 3.](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm)[2](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm) [to] Form 8-K [removed: filed December 10, 2018,] [added: filed](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm) [May 19](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm)[23](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm)[,] File No. [removed: 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000113342118000055/form8-k120418xex31bylaws.htm)] [added: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm)] | | |

| | | | 4(u) | | | [removed: [First](https://www.sec.gov/Archives/edgar/data/1133421/000095012309027412/v53270exv4wxay.htm) [Supplemental] [added: [Second Supplemental] Indenture dated as [removed: of](https://www.sec.gov/Archives/edgar/data/1133421/000095012309027412/v53270exv4wxay.htm) [July 30](https://www.sec.gov/Archives/edgar/data/1133421/000095012309027412/v53270exv4wxay.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1133421/000095012309027412/v53270exv4wxay.htm)[09](https://www.sec.gov/Archives/edgar/data/1133421/000095012309027412/v53270exv4wxay.htm)[,] [added: of November 8, 2010,] between Northrop Grumman Corporation [removed: and](https://www.sec.gov/Archives/edgar/data/1133421/000095012309027412/v53270exv4wxay.htm) [The] [added: and The] Bank of New York [removed: Mellon](https://www.sec.gov/Archives/edgar/data/1133421/000095012309027412/v53270exv4wxay.htm)[, as](https://www.sec.gov/Archives/edgar/data/1133421/000095012309027412/v53270exv4wxay.htm) [successor](https://www.sec.gov/Archives/edgar/data/1133421/000095012309027412/v53270exv4wxay.htm) [trustee,] [added: Mellon, as successor trustee,] to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4(a) to Form 8-K [removed: filed](https://www.sec.gov/Archives/edgar/data/1133421/000095012309027412/v53270exv4wxay.htm) [July 30](https://www.sec.gov/Archives/edgar/data/1133421/000095012309027412/v53270exv4wxay.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1133421/000095012309027412/v53270exv4wxay.htm)[09](https://www.sec.gov/Archives/edgar/data/1133421/000095012309027412/v53270exv4wxay.htm)[,] [added: filed November 8, 2010,] File No. [removed: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000095012309027412/v53270exv4wxay.htm)] [added: 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012310102289/v57777exv4wa.htm)] | | |

| | | | [removed: 4(v)] [added: 4(y)] | | | [removed: [Second] [added: [Fifth] Supplemental [removed: Indenture] [added: Indenture,] dated as of [removed: November 8, 2010,] [added: May 31, 2013,] between Northrop Grumman Corporation and The Bank of New York Mellon, as successor [removed: trustee,] to [added: JPMorgan Chase Bank, Trustee, to] Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4(a) to Form 8-K filed [removed: November 8, 2010,] [added: May 31, 2013,] File No. [removed: 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012310102289/v57777exv4wa.htm)] [added: 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312513243040/d545882dex4a.htm)] | | |

| | | | [removed: 4(w)] [added: 4(v)] | | | [Form of Northrop Grumman Corporation’s 5.050% Senior Note due 2040 (incorporated by reference to Exhibit C to Exhibit 4(a) to Form 8-K filed November 8, 2010, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012310102289/v57777exv4wa.htm) | | |

| | | | [removed: 4(x)] [added: 4(w)] | | | [Third Supplemental Indenture dated as of March 30, 2011, by and among Titan II, Inc. (formerly known as Northrop Grumman Corporation), The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, and Titan Holdings II, L.P., to Indenture dated as of November 21, 2001 between Northrop Grumman Corporation and JPMorgan Chase Bank, as trustee (incorporated by reference to Exhibit 4.9 to Form 10-Q for the quarter ended March 31, 2011, filed April 27, 2011, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w9.htm) | | |

| | | | [removed: 4(y)] [added: 4(x)] | | | [Fourth Supplemental Indenture dated as of March 30, 2011, by and among Titan Holdings II, L.P., The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, and Northrop Grumman Corporation (formerly known as New P, Inc.), to Indenture dated as of November 21, 2001 between Northrop Grumman Corporation and JPMorgan Chase Bank, as trustee (incorporated by reference to Exhibit 4.10 to Form 10-Q for the quarter ended March 31, 2011, filed April 27, 2011, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w10.htm) | | |

| | | | [removed: 4(z)] [added: 4(aa)] | | | [removed: [Fifth] [added: [Sixth] Supplemental Indenture, dated as of [removed: May 31, 2013,] [added: February 6, 2015,] between Northrop Grumman Corporation and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Trustee, to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit [removed: 4(a)] [added: 4.1] to Form 8-K filed [removed: May 31, 2013,] [added: February 6, 2015,] File No. [removed: 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312513243040/d545882dex4a.htm)] [added: 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312515037499/d865409dex41.htm)] | | |

| | | | [removed: 4(aa)] [added: 4(z)] | | | [Form of [removed: 3.250%] [added: 4.750%] Senior Note due [removed: 2023] [added: 2043] (incorporated by reference to Exhibit [removed: B] [added: C] to Exhibit 4(a) to Form 8-K filed May 31, 2013, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312513243040/d545882dex4a.htm) | | |

| | | | 4(bb) | | | [Form of [removed: 4.750%] [added: 3.850%] Senior Note due [removed: 2043] [added: 2045] (incorporated by reference to Exhibit [removed: C] [added: A] to Exhibit [removed: 4(a)] [added: 4.1] to Form 8-K filed [removed: May 31, 2013,] [added: February 6, 2015,] File No. [removed: 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312513243040/d545882dex4a.htm)] [added: 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312515037499/d865409dex41.htm)] | | |

| | | | 4(cc) | | | [removed: [Sixth] [added: [Seventh] Supplemental Indenture, dated as of [removed: February 6, 2015,] [added: December 1, 2016,] between Northrop Grumman Corporation and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Trustee, to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4.1 to Form 8-K filed [removed: February 6, 2015,] [added: December 1, 2016,] File No. [removed: 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312515037499/d865409dex41.htm)] [added: 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312516782630/d301589dex41.htm)] | | |

| | | | [removed: 4(dd)] [added: 4(ww)] | | | [Form of [removed: 3.850%] [added: 4.](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm)[95](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm)[0%] Senior Note due [removed: 2045] [added: 20](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm)[5](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm)[3] (incorporated by reference to [removed: Exhibit A to] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm) [B](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm) [included in] Exhibit 4.1 to Form 8-K filed February [removed: 6, 2015,] [added: 8, 2023,] File No. [removed: 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312515037499/d865409dex41.htm)] [added: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm)] | | |

| | | | 4(ee) | | | [removed: [Seventh] [added: [Eighth] Supplemental Indenture, dated as of [removed: December 1, 2016,] [added: October 13, 2017,] between Northrop Grumman Corporation and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Trustee, to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4.1 to Form 8-K filed [removed: December 1, 2016,] [added: October 13, 2017,] File No. [removed: 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312516782630/d301589dex41.htm)] [added: 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312517309966/d463997dex41.htm)] | | |

| | | | [removed: 4(ff)] [added: 4(dd)] | | | [Form of 3.200% Senior Note due 2027 (incorporated by reference to Exhibit A to Exhibit 4.1 to Form 8-K filed December 1, 2016, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312516782630/d301589dex41.htm) | | |

| | | | [removed: 4(gg)] [added: 4(ff)] | | | [removed: [Eighth] [added: [Ninth] Supplemental Indenture, dated as of [removed: October 13, 2017,] [added: March 23, 2020,] between Northrop Grumman Corporation and The Bank of New York Mellon, as successor to JPMorgan [removed: Chase Bank,] [added: Chase,] Trustee, to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4.1 to Form 8-K filed [removed: October 13, 2017,] [added: March 24, 2020,] File No. [removed: 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312517309966/d463997dex41.htm)] [added: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312520082921/d895407dex41.htm)] | | |

| | | | [removed: 4(hh)] [added: 4(mm)] | | | [removed: [Ninth] [added: [Tenth] Supplemental Indenture, dated as of [removed: March 23, 2020,] [added: September 2, 2021,] between Northrop Grumman Corporation and The Bank of New York Mellon, as successor to JPMorgan [removed: Chase,] [added: Chase Bank,] Trustee, to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4.1 to Form 8-K filed [removed: March 24, 2020,] [added: September 3, 2021,] File No. [removed: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312520082921/d895407dex41.htm)] [added: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312521265095/d216834dex41.htm)] | | |

| | | | [removed: 4(ii)] [added: 4(gg)] | | | [Form of 2.930% Senior Note due 2025 (incorporated by reference to Exhibit C to Exhibit 4.1 to Form 8-K filed October 13, 2017, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312517309966/d463997dex41.htm) | | |

| | | | [removed: 4(jj)] [added: 4(hh)] | | | [Form of 3.250% Senior Note due 2028 (incorporated by reference to Exhibit D to Exhibit 4.1 to Form 8-K filed October 13, 2017, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312517309966/d463997dex41.htm) | | |

| | | | [removed: 4(kk)] [added: 4(ii)] | | | [Form of 4.030% Senior Note due 2047 (incorporated by reference to Exhibit E to Exhibit 4.1 to Form 8-K filed October 13, 2017, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312517309966/d463997dex41.htm) | | |

| | | | [removed: 4(ll)] [added: 4(jj)] | | | [Form of 4.400% Senior Note due 2030 (incorporated by reference to Exhibit 4.1 to Form 8-K filed March 24, 2020, File No. 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312520082921/d895407dex41.htm) | | |

| | | | [removed: 4(mm)] [added: 4(kk)] | | | [Form of 5.150% Senior Note due 2040 (incorporated by reference to Exhibit 4.1 to Form 8-K filed March 24, 2020, File No. 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312520082921/d895407dex41.htm) | | |

| | | | [removed: 4(nn)] [added: 4(ll)] | | | [Form of 5.250% Senior Note due 2050 (incorporated by reference to Exhibit 4.1 to Form 8-K filed March 24, 2020, File No. 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312520082921/d895407dex41.htm) | | |

| | | | [removed: 4(oo)] [added: 4(uu)] | | | [removed: [Tenth] [added: [Eleventh] Supplemental Indenture, dated as of [removed: September 2, 2021,] [added: February 8, 2023,] between Northrop Grumman Corporation and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Trustee, to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4.1 to Form 8-K filed [removed: September 3, 2021,] [added: February 8, 2023,] File No. [removed: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312521265095/d216834dex41.htm)] [added: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm)] | | |

| | | | [removed: 4(pp)] [added: 4(nn)] | | | [Form of 7.875% Senior Note due 2026 (incorporated by reference to Exhibit A in Exhibit 4.1 to Form 8-K filed September 3, 2021, File No. 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312521265095/d216834dex41.htm) | | |

| | | | [removed: 4(qq)] [added: 4(oo)] | | | [Form of 7.750% Senior Note due 2026 (incorporated by reference to Exhibit B in Exhibit 4.1 to Form 8-K filed September 3, 2021, File No. 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312521265095/d216834dex41.htm) | | |

| | | | [removed: 4(rr)] [added: 4(pp)] | | | [Form of 6.650% Senior Note due 2028 (incorporated by reference to Exhibit C in Exhibit 4.1 to Form 8-K filed September 3, 2021, File No. 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312521265095/d216834dex41.htm) | | |

| | | | [removed: 4(ss)] [added: 4(qq)] | | | [Form of 7.750% Senior Note due 2029 (incorporated by reference to Exhibit D in Exhibit 4.1 to Form 8-K filed September 3, 2021, File No. 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312521265095/d216834dex41.htm) | | |

| | | | [removed: 4(tt)] [added: 4(rr)] | | | [Form of 7.750% Senior Note due 2031 (incorporated by reference to Exhibit E in Exhibit 4.1 to Form 8-K filed September 3, 2021, File No. 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312521265095/d216834dex41.htm) | | |

| | | | [removed: 4(uu)] [added: 4(ss)] | | | [Form of 6.980% Senior Note due 2036 (incorporated by reference to Exhibit F in Exhibit 4.1 to Form 8-K filed September 3, 2021, File No. 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312521265095/d216834dex41.htm) | | |