Northrop Grumman (NOC) 10-K risk factor changes: FY2024 vs FY2023

Changes in this customer’s [added: strategies,] priorities and spending could have a material adverse effect on our financial position, results of operations and/or cash flows.

Our primary customer is the U.S. government, from which we derived [removed: 86] [added: 87] percent of our sales in [removed: 2023;] [added: 2024;] we have a number of large programs with the U.S. Department of the Air Force, in particular.

In the event of termination for convenience, contractors are generally protected by provisions covering reimbursement for costs incurred and profit on those costs up to the amount authorized under the contract, [removed: but not the anticipated profit that would have been earned.]

For example, in January 2024 the customer provided congressional notification that the [added: Sentinel program (formerly called the] Ground Based Strategic Deterrent [removed: (“Sentinel”) program is currently] [added: program) was] under a Nunn-McCurdy breach [removed: review.][added: review, which was completed in July 2024, resulting in the certification for continuance of the program.]

[removed: A significant shift in government priorities, programs] [added: - Cyber and other security threats] or [removed: strategies] [added: disruptions] could have a material adverse effect on our [added: reputation and our] financial position, results of operations and/or cash [removed: flows.][added: flows.]

- Significant delays or reductions in appropriations for our programs [removed: and] [added: or] U.S. government funding more broadly, including a prolonged continuing [removed: resolution] [added: resolution, government shutdown] or breach of the debt ceiling, [added: and future budget and program decisions] 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.

[added: 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 [added: contract and program] starts) and the federal debt limit (including a 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.

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

If [removed: current] [added: the] macroeconomic [removed: pressures (especially from] [added: environment deteriorates, including due to rising] inflation [removed: and] [added: or other causes, we could experience] labor and supply chain [removed: challenges) are prolonged or worsen,] [added: challenges] and increased costs [removed: continue, then] [added: and] existing or anticipated appropriated and contracted funds may not be sufficient to cover costs incurred on existing or future programs.

Contract cost growth or changes in estimated contract revenues and costs can affect our profitability and [added: could have a material adverse effect on] our [removed: overall] financial [removed: position.][added: position, results of operations and/or cash flows.]

There are many reasons estimated contract costs can increase, including inflation, labor challenges, supply chain 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; [removed: challenges caused by the global health environment;] and natural disasters or environmental matters.

However, our contracts may not enable full recovery, and/or [removed: the government] [added: customers] may disagree with our requests [removed: and] [added: or] may not have funding to cover them.

Fixed-price contracts inherently tend to have more financial risk than cost-type contracts, including as a result of inflationary pressures, labor rates and shortages, [added: challenges in estimating contract revenues] and [added: costs and] supplier challenges.

In [removed: 2023,] [added: 2024,] approximately half of our sales were derived from fixed-price contracts.

As work progresses into production, the risks associated with estimating total costs are typically [removed: reduced.][added: reduced as compared to fixed-price development work.]

While management uses its best judgment to estimate costs associated with fixed-price contracts, future events [removed: could] [added: can] result in significant adjustments.

[removed: We also face] additional financial risk when solicitations require us to bid on cost-type development work and fixed-price production lots and/or options in one submission, [added: where we must estimate the cost of production before a product has been developed and tested,] or cost-type development work requiring us to provide certain items at our expense or with little or no fee.

[removed: Ongoing macroeconomic] [added: Macroeconomic] challenges increase these risks.

See “Critical Accounting Policies and Estimates” in MD&A and Note [removed: 12] [added: 11] to the consolidated financial statements.

- [removed: The] [added: The] global macroeconomic environment [added: has negatively impacted and] could [added: in the future] negatively impact our [removed: business] [added: business,] and [added: if we are unable to mitigate such challenges, it could have a material adverse effect on] our financial position, results of operations and/or cash [removed: flows could be materially adversely affected.][added: flows.]

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

These [removed: challenges have, among] [added: and] other [removed: things,] [added: macroeconomic challenges have] led [added: and can lead] to increased costs, labor and supply shortages, and delays and disruption in performance, as well as competing demands for scarce [removed: resources.][added: resources, which in turn have adversely impacted and may continue to adversely impact our customers, our industry, our company, our suppliers and others with whom we do business.]

- Competition within our markets and bid [removed: protests] [added: protests, or other attempts to interfere with our ability to obtain and retain awards,] may affect our ability to win new contracts and result in reduced [removed: revenues and market share.][added: revenues, which could have a material adverse effect on our financial position, results of operations and/or cash flows.]

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

We are facing increasing competition in the U.S. and outside the U.S. from U.S., foreign and multinational firms, including new entrants, and anticipate that [added: mergers or] acquisitions within our industry could further increase [removed: competition.][added: competition or could limit our access to certain suppliers without appropriate remedies to protect our interests.]

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

[removed: Some customers, including the DoD, are turning to commercial contractors, rather than traditional defense contractors, for] [added: In addition,] some [removed: products and services, and] [added: customers] continue to utilize small business contractors or determine to source work internally.

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

Bid protests can result in [removed: contract modifications or the] award [removed: decision] [added: decisions] being reversed and loss of the contract award.

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

- We are subject to various investigations, claims, disputes, enforcement actions, litigation, and other legal proceedings that could ultimately be resolved against [removed: us.][added: us and could have a material adverse effect on our financial position, results of operations and/or cash flows.]

The size, nature and complexity of our business make us particularly susceptible to investigations, claims, disputes, enforcement actions, prosecutions, litigation and other legal proceedings (collectively “legal proceedings”), particularly those involving governments, which [removed: have at times been, and] may continue to [removed: be, increasingly aggressive.][added: increase.]

We are [removed: and] [added: or] 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.

Certain [removed: allegations] [added: outcomes] may lead to suspension or debarment from government contracts or suspension of export/import privileges for the company or one or more of its components.

[removed: An investigation, claim, dispute, enforcement action or litigation,] [added: Legal proceedings,] even if pending or not ultimately [removed: substantiated] [added: resulting in adverse action,] or if fully indemnified or insured, can negatively impact our reputation among our customers and the public, and make it substantially more difficult for us to compete effectively for business, obtain and retain awards, ensure adequate funding for our programs or obtain adequate insurance in the future.

[removed: Investigations, claims, disputes, enforcement actions, litigation] [added: - Our business is subject to significant disruptions caused by natural disasters] or other [removed: legal proceedings] [added: events outside of our control, which] could have a material adverse effect on our financial position, results of operations and/or cash [removed: flows.][added: flows.]

See Note [removed: 11] [added: 10] to the consolidated financial statements for information regarding [added: the company’s] investigations, claims and litigation.

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

We [removed: have implemented policies, training and other compliance controls, and have negotiated contractual terms designed to prevent] [added: face potential liability based on] misconduct by employees, agents or others working with us or on our behalf that [removed: would] [added: could] 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 contract terms.

\-8-

but not the anticipated profit that would have been earned.

However, to the extent insufficient funds have been appropriated by the U.S. government to cover such costs, the U.S. government may assert that it is not required to provide additional funding for such costs.

For example, such contracts can create performance and financial risks, whether due to the estimates of costs required to complete such contracts being subject to potentially significant variability or because of the challenge of starting and stabilizing manufacturing production and test lines while concurrently validating final design and managing changes in requirements or capabilities requested by the customer.

In addition, from time to time, we may begin performing on a contract prior to completing contract negotiations.

Uncertainties in final contract terms, quantity and pricing, or loss of negotiating leverage associated with long delays could negatively affect our profitability.

Certain of our contracts also include options exercisable at the customer’s discretion.

The customer may decline to exercise an option, or the customer may exercise an option for which we may incur a loss or perform at a low margin, either of which could adversely affect our results of operations.

We also face

For some products and services, some customers, including the DoD, are turning to commercial contractors, newer entrants to markets and non-traditional defense contractors, which may have lower cost or more agile operating structures and the ability to leverage changes in customer acquisition strategies (e.g., multiple awardees, short lifecycles).

In addition, U.S. government procurement laws permit certain legal challenges to the terms of a contract solicitation or award, referred to as a bid protest.

We are also subject to risks associated with our ability to challenge Other Transaction Authority (OTA) agreements, which the U.S. government can award for certain research, prototype and production projects.

OTA awards are not subject to all of the procurement requirements that typically apply to DoD contracts and rights to protest such awards may be more limited than for other contracts.

Changes in procurement practices, including those favoring

For example, certain jurisdictions, including the State of California and the European Union, have enacted legislation which requires or would require more stringent greenhouse gas emissions and climate risk reporting.

Increased worldwide focus on climate change has

However, the costs of doing so may be greater than expected, which could affect our ability to achieve our goals.

For example, please see Note 10 for a discussion of certain disputes and lawsuits related to legacy Bethpage environmental conditions.

Further, the sophistication, availability and use of artificial intelligence by threat actors present an increased level of risk.

For further discussion of our cybersecurity risk management, strategy and governance, see “Cybersecurity.”

- Our earnings and profitability depend, in part, on subcontractor and supplier performance, financial viability, and compliance with regulatory requirements globally, as well as highly skilled labor, raw materials, chemicals, parts, and component availability and pricing, and one or more of these factors could have a material adverse effect on our financial position, results of operations and/or cash flows.

However, other companies recently have experienced challenges in renewing labor agreements.

Such natural disasters and other significant disruptions can interrupt our operations, impact our employees, and result in significant costs and adversely affect our performance.

Governments continue to increase efforts to obtain more extensive rights in contractors’ intellectual property, including where we do not believe they are entitled to do so under current law.

Our products and services embody valuable trade secrets, proprietary information and know-how.

- Business investments and/or recorded goodwill and other long-lived assets may become impaired, which could have a material adverse effect on our financial condition and/or results of operations.

Other long-lived assets

We cannot

Significant delays or reductions in appropriations for our current and future programs; long-term funding under a continuing resolution; an extended debt ceiling breach or government shutdown; and/or future budget and program decisions, among other items, may negatively impact our business and programs and could have a material adverse effect on our financial position, results of operations and/or cash flows.

Those challenges have adversely impacted our customers, our industry, our company, our suppliers and others with whom we do business.

While some aspects of the macroeconomic environment 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 or duration of this risk, including how the macroeconomic environment will evolve or how it will continue to impact us.

However, if we are unable to do so successfully, our financial position, results of operations and/or cash flows could be materially adversely affected.

We are also facing increasing competition for,

If we are unable to continue to compete successfully against our current or future competitors, or prevail in protests, or to prevail against other attempts to interfere with our ability to obtain and retain awards, we may experience declines in future revenues and market share, which could have a material adverse effect on our financial position, results of operations and/or cash flows.

We have in the past experienced and may in the future experience such misconduct, despite a vigorous compliance program, our values and strong culture.

partners.

We also may be adversely affected by changes in our customers’ business practices globally.

If we or those with whom we do business do not comply with the laws, regulations, rules, contract terms and processes to which we are subject or if customer business practices or requirements change significantly, including with respect to allowable costs, it could affect our ability to compete and have a material adverse effect on our financial position, results of operations and/or cash flows.

For example, in 2022, the SEC and FAR council issued proposed rule-makings on climate change.

The proposed rules, depending on how they are finally adopted, as well as other changes the government might implement, could impose significant new burdens on the company and our suppliers, with significant potential costs and operational impacts, and adversely impact our ability to win business and operate successfully.

However, the costs of doing so may be greater than expected, and there can be no assurance the company will achieve its objectives, or meet the evolving sustainability expectations and standards of our investors and other external stakeholders.

- Unanticipated changes in our tax provisions or exposure to additional tax liabilities could affect our profitability and cash flow.

Business and Operational Risks

- Our business could be negatively impacted by cyber and other security threats or disruptions.

We have robust measures in place to address and mitigate cyber-related risks.

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

These include timely detection of incidents through monitoring, training, incident response capabilities, and mitigating cyber and security risks to our data, systems, products and services.

We also partner with the government and others in our industry to help protect national security.

However, given the complex, continuing and evolving nature of cyber and other security threats, including threats from targeting by more advanced and persistent adversaries, including nation states and other actors, these efforts may not be fully effective, particularly against previously unknown vulnerabilities that could go undetected for an extended period.

We have not always been able to and may in the future not always be able to obtain adequate insurance to cover our losses.

Some of these threats are zero-day attacks associated with previously unknown vulnerabilities in third party software or products we utilize in our business.

We provide systems, products and services to various customers who also face cyber threats.

Despite rigorous processes, we risk failing to meet all our existing or future disclosure obligations and/or having our disclosures misinterpreted.

The occurrence and impact of these various risks are difficult to predict, but one or more of them could have a material adverse effect on our financial position, results of operations and/or cash flows.

- Our ability to win new competitions and meet the needs of our customers depends, in part, on our ability to maintain a qualified workforce.

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.

- Our earnings and profitability depend, in part, on subcontractor and supplier performance and financial viability as well as raw material and component availability and pricing.

If our suppliers are not financially viable, incur increased costs of delays, fail to comply with legal requirements, or otherwise fail to address these risks or meet their obligations to us, it could have a material adverse effect on our financial position, results of operations and/or cash flows.

- Our international business exposes us to additional risks, including risks related to geopolitical and economic factors, laws and regulations.

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

We may need to partner successfully with non-U.S. companies, including through joint ventures, teaming agreements, co-production or other arrangements.

The occurrence and impact of these factors is difficult to predict, but one or more of them could have a material adverse effect on our financial position, results of operations and/or cash flows.

- We face various risks related to health epidemics, pandemics and similar outbreaks, which may have material adverse effects on our business, financial position, results of operations and/or cash flows.

We face a wide variety of risks related to health epidemics, pandemics and similar outbreaks, especially of infectious diseases.

The global health environment has contributed to business slowdowns or shutdowns, labor shortages, supply chain challenges, changes in government spending and requirements, regulatory challenges, inflationary pressures and market volatility.

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.

Management's Discussion and Analysis of Financial Condition and Results of Operations” [added: (MD&A)] of our Form 10-K for the year ended December 31, [removed: 2022 (“2022] [added: 2023 (“2023] Annual Report on Form 10-K”).

Our operations and financial performance, as well as demand for our products and services, are impacted by [removed: global] [added: these] events, including [removed: violence and] [added: global] unrest.

We continue to [added: monitor developments in these regions, but have] not [added: experienced, and do not] anticipate [added: experiencing,] significant adverse financial impacts directly from the [removed: ongoing conflict.][added: conflicts in Ukraine or the Middle East.]

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

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

We believe the current global security environment highlights the significant national security threats to the U.S. and its allies, and the need for strong deterrence and [removed: a] robust defense [removed: capability.][added: capabilities, and are actively evaluating both opportunities and risks associated with this environment.]

We believe our capabilities, particularly in space, C4ISR, missile defense, battle management, advanced weapons, [added: strategic deterrence,] 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.

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

[removed: The] [added: Over the past several years, the] global economic environment has experienced extraordinary challenges, including [removed: high rates of inflation and] inflationary pressures; widespread delays and disruptions in supply chains; business slowdowns or shutdowns; workforce challenges and labor shortfalls; and market volatility.

[removed: The] [added: These] macroeconomic factors have contributed, and [removed: we expect will continue to] [added: in the future could] contribute, to increased costs, delays, disruptions and other performance challenges, as well as increased competing demands for limited resources to address such increased costs and other challenges, for our company, our suppliers and partners, and our customers.

In addition, [removed: increased] [added: an overall increase in] interest [removed: rates, raising] [added: rates in recent years has raised] the cost of borrowing for governments, [removed: could] [added: and if rates] further [added: increase, it could] impact government spending priorities (in the U.S. and allied countries, in particular), including their demand for defense products.

Economic tensions and changes in international trade policies, including higher tariffs on imported goods and [removed: materials] [added: materials, the imposition of retaliatory tariffs or other trade protection measures] and renegotiation of free trade agreements, could also further impact the global market for defense products, services and solutions.

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

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

Annual appropriations to fund the federal government for FY [removed: 2024] [added: 2025] have not [added: yet] been enacted.

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

[removed: Due in part to the impact of macroeconomic factors, in] [added: In] January [removed: 2024] [added: 2024,] the [removed: customer] [added: U.S. Air Force] provided congressional notification that the Sentinel program [removed: is currently] [added: was] under a Nunn-McCurdy breach review, which is required when total program cost estimates exceed certain defined thresholds.

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

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

Mark-to-market adjusted net earnings (MTM-adjusted net earnings) and MTM-adjusted earnings per share (MTM-adjusted EPS) exclude MTM pension and OPB [removed: (expense)/benefit] [added: benefit/(expense)] 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 pension and OPB actuarial gains and [removed: losses, and with regard to transaction-adjusted net earnings and EPS, the impact of certain divestiture activity.][added: losses.]

These measures are also consistent with how management views the underlying performance of the business as the impact of MTM accounting [removed: and the IT services divestiture are] [added: is] 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: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Sales | | | $ | [removed: 39,290] [added: 41,033] | | | | | $ | [removed: 36,602] [added: 39,290] | | | | | $ | [removed: 35,667] [added: 36,602] | | | | | [removed: 7] [added: 4] | | % | | | | [removed: 3] [added: 7] | | % |

| Operating costs and expenses | | | [removed: 36,753] [added: 36,663] | | | | | | [removed: 33,001] [added: 36,753] | | | | | | [removed: 31,996] [added: 33,001] | | | | | | [removed: 11] [added: —] | | % | | | | [removed: 3] [added: 11] | | % |

| *Operating costs and expenses as a % of sales* | | | [removed: 93.5] [added: 89.4] | | % | | | | [removed: *90.2*] [added: *93.5*] | | *%* | | | | [removed: *89.7*] [added: *90.2*] | | *%* | | | | | | | | | | | | |

| Operating income | | | [removed: 2,537] [added: 4,370] | | | | | | [removed: 3,601] [added: 2,537] | | | | | | [removed: 5,651] [added: 3,601] | | | | | | [removed: (30)] [added: 72] | | % | | | | [removed: (36)] [added: (30)] | | % |

| *Operating margin rate* | | | [removed: 6.5] [added: 10.6] | | % | | | | [removed: *9.8*] [added: *6.5*] | | *%* | | | | [removed: *15.8*] [added: *9.8*] | | *%* | | | | | | | | | | | | |

| Mark-to-market pension and OPB [removed: (expense)] benefit [added: (expense)] | | | [removed: (422)] [added: 443] | | | | | | [removed: 1,232] [added: (422)] | | | | | | [removed: 2,355] [added: 1,232] | | | | | | NM | | | | | | [removed: (48)] [added: NM] | | [removed: %] |

| Federal and foreign income tax expense | | | [removed: 290] [added: 842] | | | | | | [removed: 940] [added: 290] | | | | | | [removed: 1,933] [added: 940] | | | | | | [removed: (69)] [added: 190] | | % | | | | [removed: (51)] [added: (69)] | | % |

| *Effective income tax rate* | | | [removed: 12.4] [added: 16.8] | | % | | | | [removed: *16.1*] [added: *12.4*] | | *%* | | | | [removed: *21.6*] [added: *16.1*] | | *%* | | | | | | | | | | | | |

| Net earnings | | | [removed: 2,056] | | | [removed: | | | 4,896 | | | | | | 7,005] [added: $] | [added: 4,174] | | | | | [removed: (58)] [added: $] | [added: 2,056] | [removed: %] | | | | [removed: (30)] [added: $] | [added: 4,896] | [removed: %] |

| Diluted earnings per share | | | $ | [removed: 13.53] [added: 28.34] | | | | | $ | [removed: 31.47] [added: 13.53] | | | | | $ | [removed: 43.54] [added: 31.47] | | | | | [removed: (57)] [added: 109] | | % | | | | [removed: (28)] [added: (57)] | | % |

[removed: 2023] [added: 2024 product] sales increased [removed: $2.7] [added: $1.8] billion, or [removed: 7] [added: 6] percent, due to [removed: higher] [added: an increase in product] sales at all four sectors.

[removed: 2023] [added: 2024] sales reflect continued strong demand for our products and services.

See Note [removed: 16] [added: 15] to the consolidated financial statements for information regarding the company’s sales by customer type, contract type and geographic region for each of our segments.

[removed: 2023] [added: 2024] operating income [removed: decreased $1.1] [added: increased $1.8] billion, or [removed: 30] [added: 72] percent, primarily due to [removed: a] [added: higher operating income at Aeronautics Systems, largely driven by the prior year] $1.56 billion charge on the B-21 [removed: program at Aeronautics Systems, partially offset by] [added: program, as well as] higher operating income at Space Systems and Defense Systems.

[removed: The decrease was] [added: 2024 operating income] also [added: increased due to a $122 million increase in the FAS/CAS operating adjustment, partially] offset by [removed: $311] [added: $73] million of [removed: lower] [added: higher] unallocated corporate expense, largely due to [removed: higher] [added: a $127 million increase in] deferred state [removed: tax benefits associated with] [added: taxes related to] the MTM [removed: adjustment] [added: benefit (expense)] and [added: prior year] B-21 charge and [added: $25 million of] lower intangible [removed: asset] amortization and PP&E step-up [removed: depreciation, as well as a $118 million reduction in the FAS/CAS operating adjustment.][added: depreciation.]

[removed: 2023] [added: 2024] operating margin rate [removed: declined] [added: increased] to [removed: 6.5] [added: 10.6] percent from [removed: 9.8] [added: 6.5] percent reflecting the items above.

The primary components of pre-tax MTM [removed: (expense)] benefit [added: (expense)] are presented in the table below:

To the extent the July 1, 2024 SDS realignment impacted the disclosures in the 2023 Annual Report on Form 10-K, we recast those prior year MD&A disclosures herein.

We continue to work to address challenges caused by the macroeconomic environment on our business.

We have seen positive progress in the supply chain as on-time deliveries and quality have improved.

In remaining areas of pressure, we are proactively working with our suppliers to ensure we meet our contract commitments.

Although certain pockets of our business were adversely affected by the broader macroeconomic environment during the fourth quarter of 2024, the overall financial impact on our company has continued to subside.

\-28-

government spending more broadly.

The most recent CR passed in December 2024 extends current funding levels until March 14, 2025.

It remains uncertain when the government will approve FY 2025 appropriations, and the levels of funding FY 2025 appropriations will provide.

Government operations under an extended CR could have potential impacts on our programs and new starts, in particular.

B-21 Program

In 2015, the U.S. Air Force awarded Northrop Grumman the B-21 contract, which includes a base contract for engineering and manufacturing development (EMD) and five low-rate initial production (LRIP) options for a baseline total of 21 aircraft.

The EMD phase of the program is largely cost type and began at contract award.

The LRIP options are largely fixed price and are expected to continue to be awarded and executed through approximately the end of the decade.

In addition to the five LRIP options, Northrop Grumman and the U.S. Air Force have established not to exceed (NTE) pricing for additional aircraft up to unit 40.

The average NTE value for these subsequent lots is above the average unit price of the five LRIP lots, and the NTE lots include an economic price adjustment clause to help protect against certain inflationary pressures.

Final terms, quantity, and pricing for these subsequent lots are not fully negotiated.

During the fourth quarter of 2023, we recognized a projected loss of $1.56 billion across the five LRIP options.

During the fourth quarter of 2024, we again reviewed our estimated profitability on the program and made no significant changes to the previously recognized loss.

The company’s 2024 results reflect our current best estimate of our cost to complete the LRIP and NTE aircraft, as well as the outcome of ongoing discussions with our suppliers and our customer.

If our estimated cost to complete the aircraft changes or our assumptions regarding contract performance, quantities, supplier negotiations, 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.

Sentinel Program

In 2020, the U.S. Air Force awarded Northrop Grumman a $13.3 billion contract for the EMD phase of the Sentinel program.

In July 2024, the Sentinel program was certified for continuation by the DoD upon completion of the Nunn-McCurdy breach review.

In connection with the certification, the DoD directed that the program be restructured, including plans for infrastructure related to the command and launch segment, which was the main driver of the increased cost estimates for the Production and Deployment phases.

We are partnering with our customer to establish a new program baseline as part of the restructuring activities.

During the fourth quarter of 2024, we reviewed our estimated profitability on the Sentinel program and made no significant changes.

The Sentinel EAC incorporates our best estimate of costs to complete the restructured EMD effort; however, if the outcome is more or less favorable than what we have estimated, our financial position, results of operations and/or cash flows could be materially affected.

2024 sales increased $1.7 billion, or 4 percent, due to a 12 percent growth in sales at Aeronautics Systems and higher sales at Mission Systems and Defense Systems, partially offset by lower sales at Space Systems largely driven by a reduction of $595 million associated with wind-down of work on the restricted space and NGI programs, as previously disclosed.

2024 G&A costs as a percentage of sales decreased to 9.7 percent from 10.2 percent primarily due to higher sales.

The 2024 effective tax rate (ETR) increased to 16.8 percent from 12.4 percent in 2023 primarily due to the impact of the prior year B-21 charge and the MTM adjustment on our ETR.

The 2024 MTM benefit increased the 2024 ETR by 0.4 percentage points, whereas the prior year B-21 charge and MTM expense collectively reduced the 2023 ETR by 3.8 percentage points.

The 2024 ETR also reflects a net reduction in tax reserves largely due to a recent federal court decision, partially offset by higher interest expense on unrecognized tax benefits.

2024 net earnings increased $2.1 billion, or 103 percent, primarily due to $1.8 billion of higher operating income, an $865 million increase in our MTM benefit (expense), and a $126 million increase in the non-operating FAS pension benefit.

These increases were partially offset by a $552 million increase in income tax expense, a $97 million gain

recognized in the prior year upon the sale of our minority investment in an Australian business, and $76 million of higher interest expense on our long-term debt.

| Diluted earnings per share | | | $ | 28.34 | | | | | $ | 13.53 | | | | | $ | 31.47 | | | | | 109 | | % | | | | (57) | | % |

Effective July 1, 2024, the company realigned the Strategic Deterrent Systems (SDS) division, which includes the Ground-Based Strategic Deterrent (“Sentinel”) program, from Space Systems to Defense Systems.

This realignment is reflected in the financial information contained in this report.

*Subsequent Realignment* - Effective January 1, 2025, the company realigned the Strike and Surveillance Aircraft Solutions (SSAS) business unit from Defense Systems to Aeronautics Systems.

The conflict in Ukraine has increased global tensions and instability, highlighted threats and increased global demand, as well as further disrupted global supply chains.

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.

We do not have a significant business presence in the region, and therefore do not anticipate significant adverse financial impacts directly from the current conflict.

We are actively exploring both opportunities and risks associated with the broader global security environment.

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.

We continue to work hard to mitigate 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, 2023.

We cannot clearly predict how long these macroeconomic challenges will continue, 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 customers and suppliers, our industry and our company in 2024.

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.

In December 2023, the president signed the National Defense Authorization Act (NDAA) for FY 2024 which supports approximately $886 billion in FY 2024 funding for national defense, $842 billion of which is for the DoD.

We anticipate that the broader macroeconomic environment, with ongoing inflationary pressures, 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.

For further information on the global security and economic environment and U.S. political, budget and regulatory environment, including the risks related thereto, see “Liquidity and Capital Resources,” “Quantitative and Qualitative Disclosures About Market Risks” and “Risks Factors” included in this Form 10-K.

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

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

For more information, see “Risk Factors”.

Disposition of IT and Mission Support Services Business

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.

The IT and mission support services business was comprised of the majority of the former 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 Cyber and Intelligence Mission Solutions (CIMS) division of Mission Systems; and the former Space Technical Services business unit of Space Systems.

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 years ended December 31, 2023 and 2022.

The company recorded sales of $162 million and pre-tax profit of $20 million for the IT and mission support services business during the year ended December 31, 2021.

Transaction-adjusted net earnings and transaction-adjusted earnings per share (transaction-adjusted EPS) exclude the MTM impacts 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.

| Gain on sale of business | | | — | | | | | | — | | | | | | 1,980 | | | | | | — | | % | | | | NM | | |

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.

2023 G&A costs as a percentage of sales decreased to 10.2 percent from 10.6 percent, primarily due to higher sales, which more than offset our continued investments for future business opportunities.

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.

The 2022 MTM benefit increased the 2022 ETR by 1.2 percentage points.

| Gain on sale of business | | | — | | | | | | — | | | | | | (1,980) | | | | | | NM | | | | | | NM | | |

| State tax impact(3) | | | — | | | | | | — | | | | | | 160 | | | | | | NM | | | | | | NM | | |

| Transaction costs | | | — | | | | | | — | | | | | | 32 | | | | | | NM | | | | | | NM | | |

| Make-whole premium | | | — | | | | | | — | | | | | | 54 | | | | | | NM | | | | | | NM | | |

| Federal tax impact of items above(4) | | | — | | | | | | — | | | | | | 614 | | | | | | NM | | | | | | NM | | |

| Transaction adjustment, net of tax | | | — | | | | | | — | | | | | | (1,120) | | | | | | NM | | | | | | NM | | |

| Transaction-adjusted net earnings | | | $ | 2,372 | | | | | $ | 3,974 | | | | | $ | 4,123 | | | | | (40) | | % | | | | (4) | | % |

We have been and continue to be exposed to market risk with respect to our portfolio of marketable securities with a fair value of [removed: $339] [added: $347] million at December 31, [removed: 2023.][added: 2024.]

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: 2023.][added: 2024.]

At December 31, [removed: 2023,] [added: 2024,] we have [removed: $13.9] [added: $16.3] billion of long-term debt, primarily consisting of fixed-rate debt, with a fair value of approximately [removed: $13.4] [added: $15.3] billion.

We enter [removed: into] foreign currency forward contracts to manage a portion of the exchange rate risk related to receipts from customers and payments to suppliers denominated in foreign currencies.

At December 31, [removed: 2023,] [added: 2024,] foreign currency forward contracts with a notional amount of [removed: $286] [added: $399] million were outstanding.

At December 31, [removed: 2023,] [added: 2024,] 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 experienced extraordinary [removed: challenges,] [added: challenges in recent years,] including the highest rates of inflation in 40 years.

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

Certain of our fixed-price contracts include economic price adjustment (EPA) clauses to help protect the company against inflationary pressures.

However, these EPA clauses may not be able to fully mitigate adverse impacts of rising inflation on the company’s financial position, results of operations and/or cash flows.

\-46-

We cannot predict how long these inflationary pressures will continue, or how they may change over time, but we expect to see continued impacts on the global economy, our customers, our industry and our company.

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 flow.

\-47-

At December 31, [removed: 2023,] [added: 2024,] the company was aligned in four operating sectors, which also comprise our reportable segments: Aeronautics Systems, Defense Systems, Mission Systems and Space Systems.

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

- Fuselage production for the [removed: F/A-18 Super Hornet and the] F-35 Lighting II Joint Strike Fighter [added: and F/A-18 Super Hornet] for use by U.S. and international forces;

- RQ-4 Global Hawk, which provides high resolution imagery of land masses for theater awareness and strategic ISR to the U.S. Air Force, Japan, and the Republic of Korea; [added: and]

- North Atlantic Treaty Organization (NATO) Alliance Ground Surveillance (AGS), a Global Hawk variant, for strategic ISR missions conducted in multinational theater [removed: operations; and][added: operations.]

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

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

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

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

- Special Electronics Mission Aircraft (SEMA) ISR [removed: support; and][added: support.]

Major products and services include 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; [removed: full spectrum cyber solutions; intelligence processing systems;] advanced microelectronics; navigation and positioning sensors; [removed: and] maritime power, propulsion and payload launch [added: systems; full spectrum cyber solutions; and intelligence processing] systems.

- AC/MC 130J Radio Frequency Countermeasures system, which provides superior situational awareness and better enables aircraft survivability in operationally relevant environments; [added: and]

- Embedded Global Positioning System (GPS) / Inertial Navigation Systems-Modernization (EGI-M) program, which provides state-of-the-art airborne navigation capabilities with an open architecture that enables rapid responses to future [removed: threats; and][added: threats.]

Space Systems is a leader in delivering end-to-end mission solutions through the design, development, integration, production and operation of space, missile defense, [removed: launch] and [removed: strategic missile] [added: launch] systems for national security, civil government, commercial and international customers.

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

Approximately [removed: 35] [added: 40] percent of this business is performed through restricted programs.

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

- Next-Generation Overhead Persistent Infrared [removed: (Next Gen] [added: (Next-Gen] OPIR) program satellites and payloads providing [removed: data for] [added: resilient and enhanced] missile [removed: defense;][added: warning over the critical northern polar region;]

- [removed: Evolved Strategic SATCOM (ESS) and] Protected Tactical SATCOM (PTS) satellites and payloads providing [removed: survivable,] [added: resilient,] protected [added: tactical] communications to U.S. forces; [added: and]

- Cygnus spacecraft, used in the execution of our Commercial Resupply Services (CRS) contracts with [removed: NASA;][added: NASA to resupply and re-boost the International Space Station;]

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

Sales to the U.S. government accounted for [removed: 86] [added: 87] percent, 86 percent and [removed: 85] [added: 86] percent of sales during the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

For further information on sales by customer type, contract type and geographic region, see Note [removed: 16] [added: 15] to the consolidated financial statements.

No material portion of our business is [removed: considered to be] seasonal.

At December 31, [removed: 2023,] [added: 2024,] total backlog, which is equivalent to the company’s remaining performance obligations, was [removed: $84.2] [added: $91.5] billion as compared with [removed: $78.7] [added: $84.2] billion at December 31, [removed: 2022.][added: 2023.]

[added: 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 routinely apply for [removed: and own a number of U.S. and foreign] patents related to the technologies we [removed: develop.][added: develop in the U.S. and in certain foreign jurisdictions.]

[removed: In addition to owning a large portfolio of proprietary intellectual property, we] [added: We] license some intellectual property rights to third parties and we [added: also] license or otherwise obtain access to intellectual property from third parties.

Nonetheless, these challenges have [removed: not] [added: not,] to [removed: date] [added: date,] materially impacted our ability to perform on our contracts.

Our [removed: culture] [added: focus on technology, innovation] and [removed: values enable] [added: career growth enables] us to [removed: continue attracting] [added: attract] qualified talent, particularly those with security clearances and requisite skills in multiple areas, including science, technology, engineering and math.

[removed: This focus on our] [added: Our differentiated] culture and workforce was a factor in our ability to hire approximately [removed: 14,500] [added: 7,400] new employees in [removed: 2023,] [added: 2024,] and as of December 31, [removed: 2023,] [added: 2024,] we have approximately [removed: 101,000] [added: 97,000] employees.

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

- We do the right thing – we earn trust, act with ethics, integrity and transparency, treat everyone with respect, value [removed: diversity] [added: diverse perspectives] and foster safe and inclusive environments.

[removed: Our] [added: Additionally, our] annual Employee Experience Survey gives employees a voice and a mechanism to provide feedback on our culture and empower our leaders to enhance the employee experience.

[removed: In 2023, 81 percent of employees responded] [added: Our performance on the annual survey is compared] to the [removed: survey, an indication that our employees believe their feedback matters,] [added: Qualtrics Global Benchmark] and our survey results exceeded many of [removed: the] [added: their] global norms [removed: of our third party vendor] for both engagement and inclusion.

[removed: We value diversity] [added: Our culture] and [removed: belonging in its broadest sense,] [added: values serve] as an enabling force that helps us pioneer, perform and deliver on quality, which results in value for our shareholders, customers, and employees.

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

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

[removed: Succession plans are refreshed] [added: We refresh] and [removed: reviewed] [added: review succession plans] to ensure a [removed: robust, diverse] [added: robust] pipeline of talent and business continuity with a tight linkage to development.

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

Effective July 1, 2024, the company realigned the Strategic Deterrent Systems (SDS) division, which includes the Ground-Based Strategic Deterrent (“Sentinel”) program, from Space Systems to Defense Systems.

This realignment is reflected in the financial information contained in this report.

*Subsequent Realignment* - Effective January 1, 2025, the company realigned the Strike and Surveillance Aircraft Solutions (SSAS) business unit from Defense Systems to Aeronautics Systems.

This realignment is not reflected in the financial information contained in this report; it will be reflected in the company’s operating results beginning in the first quarter of 2025.

- Sentinel Engineering & Manufacturing Development (EMD) program, initial phase of the modernization of the intercontinental ballistic missile (ICBM) system that will serve as the ground-based strategic deterrent for the U.S. nuclear triad;

- Evolved Strategic SATCOM (ESS) satellites and payloads providing assured, no-fail, and survivable Nuclear Command and Control (NC3) communications capabilities;

- Glide Phase Interceptor (GPI) Cooperative Development producing interceptor capability to defeat hypersonic threats;

- Arctic Satellite Broadband Mission (ASBM) satellites and payloads expanding both commercial as well as military broadband communications for an international partner.

We protect our technological innovations using a combination of trade secrets, patents, trademarks, and copyrights.

Underpinned by our values and culture, we hire, promote, and pay based on merit and performance to ensure we have the best team to deliver for our customers.

Among other programs through which the company lives its values, the company maintains a Standards of Business Conduct program through which our employees are empowered to raise concerns through multiple channels without fear of reprisal.

In 2024, 80 percent of employees responded to the survey, an indication that our employees believe their feedback matters.

We actively seek candidates for employment from a wide range of backgrounds and experiences to tap into the full spectrum of talent available now and in the future to create a culture of belonging for everyone.

Health and safety are foundational to our success.

| Cost-type contracts | | | | | | $ | 20,256 | | | | | $ | 684 | | | | | $ | 24 | | | | | $ | 20,964 | | | | | 51 | | % |

| Fixed-price contracts | | | | | | 15,180 | | | | | | 4,316 | | | | | | 573 | | | | | | 20,069 | | | | | | 49 | | % |

| Total sales | | | | | | $ | 35,436 | | | | | $ | 5,000 | | | | | $ | 597 | | | | | $ | 41,033 | | | | | 100 | | % |

Interim target of 50% GHG emissions reduction by 2030;

NORTHROP GRUMMAN CORPORATION

systems and vertical take-off and landing (VTOL) tactical ISR systems.

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

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

- UH-60V Black Hawk integrated mission equipment package, which modernizes the U.S. Army’s Black Hawk helicopters with a glass cockpit, including an integrated computational system, visual display system and control display units, extending the life and mission capabilities of the UH-60 platform.

- Ground Based Strategic Deterrent (GBSD) Engineering & Manufacturing Development (EMD) program;

- Intercontinental Ballistic Missile (ICBM) Ground Subsystem Support Contract (GSSC);

- James Webb Space Telescope (JWST) operations and sustainment contract.

For further information, see “Backlog” in

We also develop and protect intellectual property as trade secrets.

Fostering a culture that offers employees opportunities to live our values, deliver for our customers, and act responsibly and sustainably is central to our diverse and talented workforce.

Information on our website, including our ESG Report, is not incorporated by reference into this Annual Report.

We believe our culture and values are vital to the ongoing success of the company, including our ability to attract and retain a talented and diverse workforce.

Our values are also integral to our commitment to long-term sustainability, with robust ESG practices across our company.

The company has a Standards of Business Conduct program.

Our employees are empowered to raise concerns without fear of reprisal.

*Diversity, Equity and Inclusion*

Across our U.S. employee population, as of December 31, 2023, 25 percent are female, 38 percent are people of color, 18 percent are veterans and 8 percent are persons with disabilities.

At the vice president level, 35 percent are female and 20 percent are people of color.

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.

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.

Health and safety are a core focus in everything we do.

Internally, we determine program effectiveness by conducting trend analyses of our past performance.

| 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 | | % |

In 2022, we announced our next generation environmental sustainability goals, and in 2023, we announced our goals for water and waste.

Additional information regarding our environmental sustainability goals is available in our ESG Report, which can be found on our company website.

\-8-

We have provided information about certain legal proceedings in which we are involved in Notes [removed: 11] [added: 10] and [removed: 12] [added: 11] to the consolidated financial statements.

These types of matters could result in administrative, civil or criminal fines, penalties or other sanctions (which terms [added: include judgments or convictions and consent or other voluntary decrees or agreements); compensatory, treble or other damages; non-monetary relief; or other liabilities.]

For additional information on pending matters, please see Notes [removed: 11] [added: 10] and [removed: 12] [added: 11] to the consolidated financial statements, and for further information on the risks we face from existing and future investigations, lawsuits, arbitration, claims, enforcement actions and other legal proceedings, please see “Risk Factors.”

\-25-

NORTHROP GRUMMAN CORPORATION

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.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

As of June 30, [removed: 2023,] [added: 2024,] 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: $68.9] [added: $63.7] billion.

As of January [removed: 22, 2024, 150,035,705] [added: 27, 2025, 144,755,659] 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: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#i125525d0231a4c04a12dcdc194e0c6a3_13)] [added: [Business](#ib8f18c436c20472f9eff8a78cb53edd9_16)] | | | [removed: [1](#i125525d0231a4c04a12dcdc194e0c6a3_13)] [added: [1](#ib8f18c436c20472f9eff8a78cb53edd9_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i125525d0231a4c04a12dcdc194e0c6a3_31)] [added: Factors](#ib8f18c436c20472f9eff8a78cb53edd9_34)] | | | [removed: [9](#i125525d0231a4c04a12dcdc194e0c6a3_31)] [added: [8](#ib8f18c436c20472f9eff8a78cb53edd9_34)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i125525d0231a4c04a12dcdc194e0c6a3_34)] [added: Comments](#ib8f18c436c20472f9eff8a78cb53edd9_37)] | | | [removed: [22](#i125525d0231a4c04a12dcdc194e0c6a3_34)] [added: [21](#ib8f18c436c20472f9eff8a78cb53edd9_37)] | | |

| Item 2. | | | [removed: [Properties](#i125525d0231a4c04a12dcdc194e0c6a3_40)] [added: [Properties](#ib8f18c436c20472f9eff8a78cb53edd9_46)] | | | [removed: [25](#i125525d0231a4c04a12dcdc194e0c6a3_40)] [added: [24](#ib8f18c436c20472f9eff8a78cb53edd9_46)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i125525d0231a4c04a12dcdc194e0c6a3_43)] [added: Proceedings](#ib8f18c436c20472f9eff8a78cb53edd9_49)] | | | [removed: [25](#i125525d0231a4c04a12dcdc194e0c6a3_43)] [added: [25](#ib8f18c436c20472f9eff8a78cb53edd9_49)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i125525d0231a4c04a12dcdc194e0c6a3_46)] [added: Disclosures](#ib8f18c436c20472f9eff8a78cb53edd9_52)] | | | [removed: [26](#i125525d0231a4c04a12dcdc194e0c6a3_46)] [added: [25](#ib8f18c436c20472f9eff8a78cb53edd9_52)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i125525d0231a4c04a12dcdc194e0c6a3_52)] [added: Securities](#ib8f18c436c20472f9eff8a78cb53edd9_58)] | | | [removed: [27](#i125525d0231a4c04a12dcdc194e0c6a3_52)] [added: [26](#ib8f18c436c20472f9eff8a78cb53edd9_58)] | | |

| Item 6. | | | [removed: \[Reserved\]] [added: [\[Reserved\]](#ib8f18c436c20472f9eff8a78cb53edd9_61)] | | | [removed: [29](#i125525d0231a4c04a12dcdc194e0c6a3_55)] [added: [27](#ib8f18c436c20472f9eff8a78cb53edd9_61)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i125525d0231a4c04a12dcdc194e0c6a3_58)] [added: Operations](#ib8f18c436c20472f9eff8a78cb53edd9_64)] | | | [removed: [29](#i125525d0231a4c04a12dcdc194e0c6a3_58)] [added: [28](#ib8f18c436c20472f9eff8a78cb53edd9_64)] | | |

| | | | [Consolidated Operating [removed: Results](#i125525d0231a4c04a12dcdc194e0c6a3_64)] [added: Results](#ib8f18c436c20472f9eff8a78cb53edd9_70)] | | | [removed: [31](#i125525d0231a4c04a12dcdc194e0c6a3_64)] [added: [30](#ib8f18c436c20472f9eff8a78cb53edd9_70)] | | |

| | | | [Segment Operating [removed: Results](#i125525d0231a4c04a12dcdc194e0c6a3_67)] [added: Results](#ib8f18c436c20472f9eff8a78cb53edd9_73)] | | | [removed: [34](#i125525d0231a4c04a12dcdc194e0c6a3_67)] [added: [32](#ib8f18c436c20472f9eff8a78cb53edd9_73)] | | |

| | | | [Product and Service [removed: Analysis](#i125525d0231a4c04a12dcdc194e0c6a3_70)] [added: Analysis](#ib8f18c436c20472f9eff8a78cb53edd9_76)] | | | [removed: [38](#i125525d0231a4c04a12dcdc194e0c6a3_70)] [added: [37](#ib8f18c436c20472f9eff8a78cb53edd9_76)] | | |

| | | | [Liquidity and Capital [removed: Resources](#i125525d0231a4c04a12dcdc194e0c6a3_76)] [added: Resources](#ib8f18c436c20472f9eff8a78cb53edd9_82)] | | | [removed: [39](#i125525d0231a4c04a12dcdc194e0c6a3_76)] [added: [38](#ib8f18c436c20472f9eff8a78cb53edd9_82)] | | |

| | | | [Critical [removed: Accounting](#i125525d0231a4c04a12dcdc194e0c6a3_79) [Policies and](#i125525d0231a4c04a12dcdc194e0c6a3_79) [Estimates](#i125525d0231a4c04a12dcdc194e0c6a3_79)] [added: Accounting Policies and Estimates](#ib8f18c436c20472f9eff8a78cb53edd9_85)] | | | [removed: [41](#i125525d0231a4c04a12dcdc194e0c6a3_79)] [added: [40](#ib8f18c436c20472f9eff8a78cb53edd9_85)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i125525d0231a4c04a12dcdc194e0c6a3_82)] [added: Risk](#ib8f18c436c20472f9eff8a78cb53edd9_88)] | | | [removed: [47](#i125525d0231a4c04a12dcdc194e0c6a3_82)] [added: [46](#ib8f18c436c20472f9eff8a78cb53edd9_88)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i125525d0231a4c04a12dcdc194e0c6a3_85)] [added: Data](#ib8f18c436c20472f9eff8a78cb53edd9_91)] | | | [removed: [48](#i125525d0231a4c04a12dcdc194e0c6a3_85)] [added: [47](#ib8f18c436c20472f9eff8a78cb53edd9_91)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i125525d0231a4c04a12dcdc194e0c6a3_88)] [added: Firm](#ib8f18c436c20472f9eff8a78cb53edd9_94)] | | | [removed: [48](#i125525d0231a4c04a12dcdc194e0c6a3_88)] [added: [47](#ib8f18c436c20472f9eff8a78cb53edd9_94)] | | |

| | | | [Consolidated Statements of Earnings and Comprehensive [removed: Income](#i125525d0231a4c04a12dcdc194e0c6a3_91)] [added: Income](#ib8f18c436c20472f9eff8a78cb53edd9_97)] | | | [removed: [51](#i125525d0231a4c04a12dcdc194e0c6a3_91)] [added: [49](#ib8f18c436c20472f9eff8a78cb53edd9_97)] | | |

| | | | [Consolidated Statements of Financial [removed: Position](#i125525d0231a4c04a12dcdc194e0c6a3_94)] [added: Position](#ib8f18c436c20472f9eff8a78cb53edd9_100)] | | | [removed: [52](#i125525d0231a4c04a12dcdc194e0c6a3_94)] [added: [50](#ib8f18c436c20472f9eff8a78cb53edd9_100)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i125525d0231a4c04a12dcdc194e0c6a3_97)] [added: Flows](#ib8f18c436c20472f9eff8a78cb53edd9_103)] | | | [removed: [53](#i125525d0231a4c04a12dcdc194e0c6a3_97)] [added: [51](#ib8f18c436c20472f9eff8a78cb53edd9_103)] | | |

| | | | [Consolidated Statements of Changes in Shareholders’ [removed: Equity](#i125525d0231a4c04a12dcdc194e0c6a3_100)] [added: Equity](#ib8f18c436c20472f9eff8a78cb53edd9_106)] | | | [removed: [54](#i125525d0231a4c04a12dcdc194e0c6a3_100)] [added: [52](#ib8f18c436c20472f9eff8a78cb53edd9_106)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i125525d0231a4c04a12dcdc194e0c6a3_103)] [added: Statements](#ib8f18c436c20472f9eff8a78cb53edd9_109)] | | | [removed: [55](#i125525d0231a4c04a12dcdc194e0c6a3_103)] [added: [53](#ib8f18c436c20472f9eff8a78cb53edd9_109)] | | |

| | | | [1. Summary of Significant Accounting [removed: Policies](#i125525d0231a4c04a12dcdc194e0c6a3_106)] [added: Policies](#ib8f18c436c20472f9eff8a78cb53edd9_112)] | | | [removed: [55](#i125525d0231a4c04a12dcdc194e0c6a3_106)] [added: [53](#ib8f18c436c20472f9eff8a78cb53edd9_112)] | | |

| | | | [removed: [3. Earnings] [added: [2.](#ib8f18c436c20472f9eff8a78cb53edd9_118) [](#ib8f18c436c20472f9eff8a78cb53edd9_118)[Earnings] Per Share, Share Repurchases and Dividends on Common [removed: Stock](#i125525d0231a4c04a12dcdc194e0c6a3_112)] [added: Stock](#ib8f18c436c20472f9eff8a78cb53edd9_118)] | | | [removed: [63](#i125525d0231a4c04a12dcdc194e0c6a3_112)] [added: [61](#ib8f18c436c20472f9eff8a78cb53edd9_118)] | | |

| | | | [removed: [4. Accounts] [added: [3.](#ib8f18c436c20472f9eff8a78cb53edd9_121) [](#ib8f18c436c20472f9eff8a78cb53edd9_121)[Accounts] Receivable, [removed: Net](#i125525d0231a4c04a12dcdc194e0c6a3_115)] [added: Net](#ib8f18c436c20472f9eff8a78cb53edd9_121)] | | | [removed: [65](#i125525d0231a4c04a12dcdc194e0c6a3_115)] [added: [62](#ib8f18c436c20472f9eff8a78cb53edd9_121)] | | |

| | | | [removed: [5. Unbilled] [added: [4.](#ib8f18c436c20472f9eff8a78cb53edd9_124) [](#ib8f18c436c20472f9eff8a78cb53edd9_124)[Unbilled] Receivables, [removed: Net](#i125525d0231a4c04a12dcdc194e0c6a3_118)] [added: Net](#ib8f18c436c20472f9eff8a78cb53edd9_124)] | | | [removed: [65](#i125525d0231a4c04a12dcdc194e0c6a3_118)] [added: [62](#ib8f18c436c20472f9eff8a78cb53edd9_124)] | | |

| | | | [removed: [6. Inventoried] [added: [5.](#ib8f18c436c20472f9eff8a78cb53edd9_127) [Inventoried] Costs, [removed: Net](#i125525d0231a4c04a12dcdc194e0c6a3_121)] [added: Net](#ib8f18c436c20472f9eff8a78cb53edd9_127)] | | | [removed: [66](#i125525d0231a4c04a12dcdc194e0c6a3_121)] [added: [63](#ib8f18c436c20472f9eff8a78cb53edd9_127)] | | |

| | | | [removed: [8. Goodwill] [added: [7.](#ib8f18c436c20472f9eff8a78cb53edd9_133) [Goodwill] and Other Purchased Intangible [removed: Assets](#i125525d0231a4c04a12dcdc194e0c6a3_127)] [added: Assets](#ib8f18c436c20472f9eff8a78cb53edd9_133)] | | | [removed: [70](#i125525d0231a4c04a12dcdc194e0c6a3_127)] [added: [67](#ib8f18c436c20472f9eff8a78cb53edd9_133)] | | |

| | | | [removed: [9. Fair] [added: [8.](#ib8f18c436c20472f9eff8a78cb53edd9_136) [Fair] Value of Financial [removed: Instruments](#i125525d0231a4c04a12dcdc194e0c6a3_130)] [added: Instruments](#ib8f18c436c20472f9eff8a78cb53edd9_136)] | | | [removed: [70](#i125525d0231a4c04a12dcdc194e0c6a3_130)] [added: [67](#ib8f18c436c20472f9eff8a78cb53edd9_136)] | | |

| | | | [removed: [11.] [added: [1](#ib8f18c436c20472f9eff8a78cb53edd9_142)[0](#ib8f18c436c20472f9eff8a78cb53edd9_142)[.] Investigations, Claims and [removed: Litigation](#i125525d0231a4c04a12dcdc194e0c6a3_136)] [added: Litigation](#ib8f18c436c20472f9eff8a78cb53edd9_142)] | | | [removed: [73](#i125525d0231a4c04a12dcdc194e0c6a3_136)] [added: [70](#ib8f18c436c20472f9eff8a78cb53edd9_142)] | | |

| | | | [removed: [14.] [added: [1](#ib8f18c436c20472f9eff8a78cb53edd9_151)[3](#ib8f18c436c20472f9eff8a78cb53edd9_151)[.] Stock Compensation Plans and Other Compensation [removed: Arrangements](#i125525d0231a4c04a12dcdc194e0c6a3_145)] [added: Arrangements](#ib8f18c436c20472f9eff8a78cb53edd9_151)] | | | [removed: [80](#i125525d0231a4c04a12dcdc194e0c6a3_145)] [added: [77](#ib8f18c436c20472f9eff8a78cb53edd9_151)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i125525d0231a4c04a12dcdc194e0c6a3_154)] [added: Disclosure](#ib8f18c436c20472f9eff8a78cb53edd9_160)] | | | [removed: [89](#i125525d0231a4c04a12dcdc194e0c6a3_154)] [added: [88](#ib8f18c436c20472f9eff8a78cb53edd9_160)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i125525d0231a4c04a12dcdc194e0c6a3_157)] [added: Procedures](#ib8f18c436c20472f9eff8a78cb53edd9_163)] | | | [removed: [89](#i125525d0231a4c04a12dcdc194e0c6a3_157)] [added: [88](#ib8f18c436c20472f9eff8a78cb53edd9_163)] | | |

| Item 9B. | | | [Other [removed: Information](#i125525d0231a4c04a12dcdc194e0c6a3_160)] [added: Information](#ib8f18c436c20472f9eff8a78cb53edd9_166)] | | | [removed: [89](#i125525d0231a4c04a12dcdc194e0c6a3_160)] [added: [88](#ib8f18c436c20472f9eff8a78cb53edd9_166)] | | |

| | | | [Management’s Report on Internal Control over Financial [removed: Reporting](#i125525d0231a4c04a12dcdc194e0c6a3_163)] [added: Reporting](#ib8f18c436c20472f9eff8a78cb53edd9_169)] | | | [removed: [89](#i125525d0231a4c04a12dcdc194e0c6a3_163)] [added: [88](#ib8f18c436c20472f9eff8a78cb53edd9_169)] | | |

| | | | [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#i125525d0231a4c04a12dcdc194e0c6a3_166)] [added: Reporting](#ib8f18c436c20472f9eff8a78cb53edd9_172)] | | | [removed: [90](#i125525d0231a4c04a12dcdc194e0c6a3_166)] [added: [89](#ib8f18c436c20472f9eff8a78cb53edd9_172)] | | |

| | | | [PART I](#ib8f18c436c20472f9eff8a78cb53edd9_13) | | | | | |

| Item 1C. | | | [Cybersecurity](#ib8f18c436c20472f9eff8a78cb53edd9_40) | | | [21](#ib8f18c436c20472f9eff8a78cb53edd9_40) | | |

| | | | [PART II](#ib8f18c436c20472f9eff8a78cb53edd9_55) | | | | | |

| | | | [Overview](#ib8f18c436c20472f9eff8a78cb53edd9_67) | | | [28](#ib8f18c436c20472f9eff8a78cb53edd9_67) | | |

| | | | [Backlog](#ib8f18c436c20472f9eff8a78cb53edd9_79) | | | [38](#ib8f18c436c20472f9eff8a78cb53edd9_79) | | |

| | | | [6.](#ib8f18c436c20472f9eff8a78cb53edd9_130) [Income Taxes](#ib8f18c436c20472f9eff8a78cb53edd9_130) | | | [64](#ib8f18c436c20472f9eff8a78cb53edd9_130) | | |

| | | | [9.](#ib8f18c436c20472f9eff8a78cb53edd9_139) [Debt](#ib8f18c436c20472f9eff8a78cb53edd9_139) | | | [68](#ib8f18c436c20472f9eff8a78cb53edd9_139) | | |

| | | | [1](#ib8f18c436c20472f9eff8a78cb53edd9_145)[1](#ib8f18c436c20472f9eff8a78cb53edd9_145)[. Commitments and Contingencies](#ib8f18c436c20472f9eff8a78cb53edd9_145) | | | [70](#ib8f18c436c20472f9eff8a78cb53edd9_145) | | |

| | | | [1](#ib8f18c436c20472f9eff8a78cb53edd9_148)[2](#ib8f18c436c20472f9eff8a78cb53edd9_148)[. Retirement Benefits](#ib8f18c436c20472f9eff8a78cb53edd9_148) | | | [72](#ib8f18c436c20472f9eff8a78cb53edd9_148) | | |

| | | | [1](#ib8f18c436c20472f9eff8a78cb53edd9_154)[4](#ib8f18c436c20472f9eff8a78cb53edd9_154)[. Leases](#ib8f18c436c20472f9eff8a78cb53edd9_154) | | | [79](#ib8f18c436c20472f9eff8a78cb53edd9_154) | | |

| | | | [1](#ib8f18c436c20472f9eff8a78cb53edd9_157)[5](#ib8f18c436c20472f9eff8a78cb53edd9_157)[. Segment Information](#ib8f18c436c20472f9eff8a78cb53edd9_157) | | | [80](#ib8f18c436c20472f9eff8a78cb53edd9_157) | | |

| | | | [16. Subsequent Event](#ib8f18c436c20472f9eff8a78cb53edd9_1735) | | | [87](#ib8f18c436c20472f9eff8a78cb53edd9_1735) | | |

| | | | [Certain Trading Agreements](#ib8f18c436c20472f9eff8a78cb53edd9_175) | | | [90](#ib8f18c436c20472f9eff8a78cb53edd9_175) | | |

| | | | [PART III](#ib8f18c436c20472f9eff8a78cb53edd9_181) | | | | | |

| | | | [PART IV](#ib8f18c436c20472f9eff8a78cb53edd9_199) | | | | | |

| | | | [Signatures](#ib8f18c436c20472f9eff8a78cb53edd9_208) | | | [101](#ib8f18c436c20472f9eff8a78cb53edd9_208) | | |

| | | | [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) | | |

| | | | [12. Commitments and Contingencies](#i125525d0231a4c04a12dcdc194e0c6a3_139) | | | [73](#i125525d0231a4c04a12dcdc194e0c6a3_139) | | |

| | | | [13. Retirement Benefits](#i125525d0231a4c04a12dcdc194e0c6a3_142) | | | [74](#i125525d0231a4c04a12dcdc194e0c6a3_142) | | |

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

| | | | [16. Segment Information](#i125525d0231a4c04a12dcdc194e0c6a3_151) | | | [83](#i125525d0231a4c04a12dcdc194e0c6a3_151) | | |

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

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

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

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

[removed: The] [added: In 2024, our global cybersecurity function was maintained in our] Chief Information Office, [removed: which maintains our cybersecurity function, is] led by our Chief Information Officer (CIO), who [removed: reports] [added: reported] to our CEO.

The [removed: Chief Information Security Officer (CISO) reports to the CIO and generally] [added: CISO] is responsible for [added: the assessment and] management of cybersecurity risk and the [added: resiliency,] protection and defense of our networks and systems.

The CISO [removed: manages] [added: leads] 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, [added: data protection, privacy,] insider threats and regulatory compliance.

To help ensure effective oversight, the [added: CISO briefs the] Audit and Risk Committee [removed: receives reports] on [added: the company’s] information security and cybersecurity [removed: from the CISO] [added: risk posture] at least four times a year.

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

The [removed: CIO and] CISO [added: and the CIDO (previously the CIO)] attend each ERMC meeting.

The ERMC meets during the year and receives periodic updates [removed: on cybersecurity risks] from the [removed: CIO] [added: CIDO] and [removed: CISO.][added: CISO on cybersecurity risks.]

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 [removed: chair).][added: chair), as appropriate.]

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 [removed: threats.][added: threats or vulnerabilities.]

From time to time, we engage [removed: third party] [added: third-party] consultants or other advisors to assist in assessing, identifying and/or managing cybersecurity threats.

- *Insider Threats* – We maintain an insider threat [removed: program] [added: program, led by our Vice President, Corporate and Enterprise Security,] designed to identify, assess, and address potential risks from within our [removed: Company.][added: company.]

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

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

- *Training and Awareness* – We provide [added: annual cybersecurity and information security] awareness training to our employees [added: with network access] to help identify, avoid and mitigate cybersecurity [removed: threats.][added: threats and insider risks.]

Our employees with network access [added: also] participate [removed: annually] in [removed: required training, including] [added: annual] spear phishing [removed: and other awareness training.][added: exercises.]

We also periodically host [added: cybersecurity and ransomware] tabletop exercises with management and other [removed: employees] [added: company functional stakeholders] to practice rapid cyber incident response.

- *Supplier Engagement* – We provide training and other resources to our suppliers to support cybersecurity resiliency [added: and data security principles] in our supply chain.

We also require our [removed: suppliers] [added: suppliers, subcontractors and third-party service providers] to comply with our standard [removed: information security] [added: cybersecurity-related] 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 [added: or products] being provided.

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

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 [removed: under “Risk Factors” and other important factors disclosed in this report and from time to time in our other SEC filings.]

- environmental matters, including climate change, unforeseen environmental costs and government and [removed: third party] [added: third-party] claims

- our ability to attract and retain a [removed: qualified, talented] [added: qualified] and [removed: diverse] [added: talented] 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 [removed: materials] [added: materials, chemicals, parts] and components, particularly with inflationary pressures, increased costs, shortages in labor and financial resources, supply chain disruptions, and extended material lead times

- our ability appropriately to [removed: exploit and/or] protect [added: and exploit] intellectual property rights

- 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 [added: with our pension and other postretirement benefit plans and legislative or other regulatory actions impacting our pension and postretirement benefit obligations]

[removed: We urge you] [added: You are urged] to consider the limitations on, and risks associated with, forward-looking statements and not unduly rely on the accuracy of forward-looking statements.

In 2025, we have brought together our chief information and digital transformation offices into a newly formed Chief Information and Digital Office, led by our Chief Information and Digital Officer (CIDO), who reports to the CEO.

The Chief Information Security Officer (CISO), who previously reported to the CIO, now reports to the CIDO and continues to lead our cybersecurity functions.

The current CISO is an executive with extensive technical and operational experience in building and leading cybersecurity and resiliency teams in the industry and government.

We have an established process governing our response to a cybersecurity incident from detection to mitigation, recovery, assessment, internal and external notifications and functional stakeholder engagements with legal, privacy and risk management, among others.

Our

\-21-

Finally, we require these third parties to notify us promptly of cyber incidents or data breaches so that we can assess potential impact on us.

This training also includes awareness about the policies and guidance associated with data privacy and protection of personal information, and protection and security of our company, customer and other third-party data.

- *Third Party Cybersecurity Service Providers* – We engage third party service providers to expand the capabilities and capacity of our cybersecurity program, including for design, monitoring and testing of the program’s risk prevention and protection measures and process execution, including incident detection, investigation, analysis and response, eradication and recovery.

Additionally, several external entities evaluate our cybersecurity program, including the U.S. Defense Contract Management Agency, the Defense Industrial Base Cybersecurity Assessment Center and a Cybersecurity Maturity Model Certification Third Party Assessment Organization, to assess and certify our cybersecurity regulatory compliance.

We also engage with external auditors and consultants who conduct audits and assessments of our cybersecurity controls.

- *Product Security* – We provide cyber threat intelligence to, and collaboration with, our product security teams and share expertise in cyber vulnerability, exploit and resilience technology that can be applied to network infrastructure and company product offerings.

under “Risk Factors” and other important factors disclosed in this report and from time to time in our other filings with the SEC.

- natural disasters, epidemics, pandemics and similar outbreaks and other significant disruptions

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.

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

- impacts related to health epidemics and pandemics and similar outbreaks

- natural disasters

\-24-

with our pension and other postretirement benefit plans and legislative or other regulatory actions impacting our pension and postretirement benefit obligations

At December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 51] [added: 52] million square feet of floor space at [removed: 459] [added: 466] separate locations, primarily in the U.S., for manufacturing, warehousing, research and testing, administration and various other uses.

El Segundo, Mojave, Palmdale, [removed: Redondo Beach] and San Diego, CA; Melbourne and St. Augustine, FL; Iuka and Moss Point, MS; Beavercreek, OH; Oklahoma City, OK; and Clearfield, UT.

[removed: Huntsville,] [added: Huntsville and Madison,] AL; Mesa and Sierra Vista, AZ; Northridge, CA; Warner Robins, GA; Lake Charles, LA; Elkton, MD; Elk River and Plymouth, MN; [added: Ogden and Roy, UT;] 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; Aurora, Boulder, and Colorado Springs, CO; Beltsville, MD; Devens, [removed: MA;Clearfield,] [added: MA; Clearfield,] Corinne, Magna, [removed: Ogden, Roy] [added: Salt Lake City] and Tremonton, UT; and [removed: Dulles] [added: Dulles, McLean] and Sterling, VA.

The following is a summary of our floor space at December 31, [removed: 2023:][added: 2024:]

| Aeronautics Systems | | | | | | 3,141 | | | | | | 6,305 | | | | | | 3,451 | | | | | | 12,897 | | |

| Defense Systems | | | | | | 921 | | | | | | 4,857 | | | | | | 2,285 | | | | | | 8,063 | | |

| Mission Systems | | | | | | 8,055 | | | | | | 4,110 | | | | | | — | | | | | | 12,165 | | |

| Space Systems | | | | | | 10,640 | | | | | | 7,150 | | | | | | 589 | | | | | | 18,379 | | |

| Corporate | | | | | | 372 | | | | | | 268 | | | | | | — | | | | | | 640 | | |

| Total | | | | | | 23,129 | | | | | | 22,690 | | | | | | 6,325 | | | | | | 52,144 | | |

\-24-

NORTHROP GRUMMAN CORPORATION

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

| Defense Systems | | | | | | 1,367 | | | | | | 3,328 | | | | | | 2,285 | | | | | | 6,980 | | |

| 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 | | |

\-25-

\-26-

We have 800,000,000 shares authorized at a $1 par value per share, of which [removed: 150,109,271] [added: 144,952,026] shares and [removed: 153,157,924] [added: 150,109,271] shares were issued and outstanding as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

As of January [removed: 22, 2024,] [added: 27, 2025,] there were [removed: 18,531] [added: 17,776] common shareholders of record.

(2)The value remaining on December 31, [removed: 2023] [added: 2024] includes an additional [removed: $2.5] [added: $3.0] billion share repurchase authorization approved by the company’s board of directors on December [removed: 6, 2023.][added: 11, 2024.]

See Note [removed: 3] [added: 2] to the consolidated financial statements for further information on our share repurchase programs.

[removed: ][added: ]

- Assumes $100 invested at the close of business on December 31, [removed: 2018,] [added: 2019,] 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 Axon Enterprise, Inc., The Boeing Company, General Dynamics Corporation, [added: General Electric Company,] Howmet Aerospace Inc., Huntington Ingalls Industries Inc., L3Harris Technologies, Inc., Lockheed Martin Corporation, Northrop Grumman Corporation, RTX Corporation, Textron Inc., and TransDigm Group Incorporated.

| September 28, 2024 - October 25, 2024 | | | 150,761 | | | | | | $ | 530.15 | | | | | 150,761 | | | | | | $ | | | 1,483 | | |

| October 26, 2024 - November 22, 2024 | | | 335,909 | | | | | | 506.90 | | | | | | 335,909 | | | | | | | | | 1,313 | | |

| November 23, 2024 - December 31, 2024 | | | 376,550 | | | | | | 478.58 | | | | | | 376,550 | | | | | | | | | 4,133 | | |

| Total | | | 863,220 | | | | | | $ | 498.61 | | | | | 863,220 | | | | | | $ | | | 4,133 | | |

(1)Excludes commissions paid and other costs of execution, including taxes.

\-26-

| 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 | | |

(1)Excludes commissions paid.

\-27-

\-27-

\-28-

We have audited the accompanying consolidated statements of financial position of Northrop Grumman Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 24, 2024] [added: 29, 2025] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit and risk committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

Revenue Recognition - [removed: Cost and Revenue] Estimates [added: of Revenue and Cost at Completion] for [removed: Development] [added: Select Long-Term] Contracts - Refer to Note 1 to the financial statements

As [removed: more fully] [added: further] described in Note 1 to the financial statements, the Company recognizes [removed: substantially all] revenue as control is transferred to the [removed: customer on their] [added: customer, which for] long-term contracts [removed: over time] [added: is generally over-time] using the cost-to-cost method (cost incurred relative to total cost estimated at completion).

The Company estimates profit on these contracts as the difference between total estimated [removed: sales] [added: revenue] and total estimated costs at completion and recognizes that profit as costs are incurred.

Our [removed: auditing] [added: audit] procedures related to the [removed: cost and] revenue [added: and cost] estimates for these [removed: development] contracts [added: identified] included the following, among others:

[removed: ▪Evaluating] [added: –Evaluating] selected changes to the estimates of costs [added: to completion] and obtaining supporting documentation on [added: the appropriateness of the] timing and amounts of these changes in estimates.

[removed: –Tested] [added: –Testing] the [added: accuracy and completeness of the information used in developing estimates, as well as the] mathematical accuracy of management’s calculation of revenue recognized during the period for the performance obligations.

| *$ in millions, except per share amounts* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Product | | | | | | $ | [removed: 30,897] [added: 32,726] | | | | | $ | [removed: 28,522] [added: 30,897] | | | | | $ | [removed: 27,868] [added: 28,522] | |

| Service | | | | | | [removed: 8,393] [added: 8,307] | | | | | | [removed: 8,080] [added: 8,393] | | | | | | [removed: 7,799] [added: 8,080] | | |

| Total sales | | | | | | [removed: 39,290] [added: 41,033] | | | | | | [removed: 36,602] [added: 39,290] | | | | | | [removed: 35,667] [added: 36,602] | | |

| Product | | | | | | [removed: 26,226] [added: 26,188] | | | | | | [removed: 22,761] [added: 26,226] | | | | | | [removed: 22,309] [added: 22,761] | | |

| Service | | | | | | [removed: 6,513] [added: 6,483] | | | | | | [removed: 6,367] [added: 6,513] | | | | | | [removed: 6,090] [added: 6,367] | | |

| General and administrative expenses | | | | | | [removed: 4,014] [added: 3,992] | | | | | | [removed: 3,873] [added: 4,014] | | | | | | [removed: 3,597] [added: 3,873] | | |

| Total operating costs and expenses | | | | | | [removed: 36,753] [added: 36,663] | | | | | | [removed: 33,001] [added: 36,753] | | | | | | [removed: 31,996] [added: 33,001] | | |

| Operating income | | | | | | [removed: 2,537] [added: 4,370] | | | | | | [removed: 3,601] [added: 2,537] | | | | | | [removed: 5,651] [added: 3,601] | | |

| Interest expense | | | | | | [removed: (545)] [added: (621)] | | | | | | [removed: (506)] [added: (545)] | | | | | | [removed: (556)] [added: (506)] | | |

| Non-operating FAS pension benefit | | | | | | [removed: 530] [added: 656] | | | | | | [removed: 1,505] [added: 530] | | | | | | [removed: 1,469] [added: 1,505] | | |

| Mark-to-market pension and OPB [removed: (expense)] benefit [added: (expense)] | | | | | | [removed: (422)] [added: 443] | | | | | | [removed: 1,232] [added: (422)] | | | | | | [removed: 2,355] [added: 1,232] | | |

| Other, net | | | | | | [removed: 246] [added: 168] | | | | | | [removed: 4] [added: 246] | | | | | | [removed: 19] [added: 4] | | |

| Earnings before income taxes | | | | | | [removed: 2,346] [added: 5,016] | | | | | | [removed: 5,836] [added: 2,346] | | | | | | [removed: 8,938] [added: 5,836] | | |

| Federal and foreign income tax expense | | | | | | [removed: 290] [added: 842] | | | | | | [removed: 940] [added: 290] | | | | | | [removed: 1,933] [added: 940] | | |

| Net earnings | | | | | | $ | [removed: 2,056] [added: 4,174] | | | | | $ | [removed: 4,896] [added: 2,056] | | | | | $ | [removed: 7,005] [added: 4,896] | |

| Basic earnings per share | | | | | | $ | [removed: 13.57] [added: 28.39] | | | | | $ | [removed: 31.61] [added: 13.57] | | | | | $ | [removed: 43.70] [added: 31.61] | |

| Weighted-average common shares outstanding, in millions | | | | | | [removed: 151.5] [added: 147.0] | | | | | | [removed: 154.9] [added: 151.5] | | | | | | [removed: 160.3] [added: 154.9] | | |

| Diluted earnings per share | | | | | | $ | [removed: 13.53] [added: 28.34] | | | | | $ | [removed: 31.47] [added: 13.53] | | | | | $ | [removed: 43.54] [added: 31.47] | |

| Weighted-average diluted shares outstanding, in millions | | | | | | [removed: 152.0] [added: 147.3] | | | | | | [removed: 155.6] [added: 152.0] | | | | | | [removed: 160.9] [added: 155.6] | | |

| Net earnings (from above) | | | | | | $ | [removed: 2,056] [added: 4,174] | | | | | $ | [removed: 4,896] [added: 2,056] | | | | | $ | [removed: 7,005] [added: 4,896] | |

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

| Change in cumulative translation adjustment | | | | | | [removed: 23] [added: (2)] | | | | | | [removed: (16)] [added: 23] | | | | | | [removed: (7)] [added: (16)] | | |

| Change in other, net | | | | | | [removed: 2] [added: (22)] | | | | | | [removed: 6] [added: 2] | | | | | | [removed: (8)] [added: 6] | | |

| Other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax | | | | | | [removed: 25] [added: (24)] | | | | | | [removed: (10)] [added: 25] | | | | | | [removed: (15)] [added: (10)] | | |

| Comprehensive income | | | | | | $ | [removed: 2,081] [added: 4,150] | | | | | $ | [removed: 4,886] [added: 2,081] | | | | | $ | [removed: 6,990] [added: 4,886] | |

| *$ in millions, except par value* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 3,109] [added: 4,353] | | | | | $ | [removed: 2,577] [added: 3,109] | |

We

\-47-

analyzed the Company’s contract portfolio to identify contracts that we believe had elevated financial or performance risk.

For those contracts identified, the evaluation of one or more of the assumptions used to recognize revenue required extensive audit effort due to the complexity of the contracts and a high degree of auditor judgment.

- We tested the operating effectiveness of controls over the significant assumptions and judgments underlying the estimates of revenues and costs to completion associated with these long-term contracts.

- Based on the risk characteristic identified on an individual contract, we evaluated certain revenue and cost assumptions by:

–Reading the underlying contract and any amendments or modifications to understand the contractual requirements and performance obligations.

–Assessing the timing of recognition of any incentive fees or award fees based on contract terms and relevant historical trends.

–Evaluating management’s ability to achieve the estimates of remaining revenue and costs by performing inquiries with the Company’s program and business management regarding their basis of estimates including work plans, engineering specifications, program labor and suppliers, challenges or opportunities related to the program, actual performance to date compared to plan, and any recent correspondence between the Company and the customer on changes in scope or contractual terms.

| | | | January 29, 2025 | | |

| Pension and other postretirement benefit plan assets | | | | | | 2,184 | | | | | | 1,331 | | |

| *$ in millions, except per share amounts* | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Other comprehensive (loss) income, net of tax | | | | | | (24) | | | | | | 25 | | | | | | (10) | | |

The financial statements include adjustments of a normal recurring nature considered necessary by management for a fair presentation of the company’s consolidated financial position, results of operations and cash flows.

For classification of certain current assets and liabilities, we consider the duration of our customer contracts when defining our operating cycle, which is generally longer than one year.

Effective July 1, 2024, the company realigned the Strategic Deterrent Systems (SDS) division, which includes the Ground-Based Strategic Deterrent (“Sentinel”) program, from Space Systems to Defense Systems.

This realignment is reflected in the financial information contained in this report.

*Subsequent Realignment* - Effective January 1, 2025, the company realigned the Strike and Surveillance Aircraft Solutions (SSAS) business unit from Defense Systems to Aeronautics Systems.

This realignment is not reflected in the financial information contained in this report; it will be reflected in the company’s operating results beginning in the first quarter of 2025.

B-21 Program

As of December 31, 2024, the remaining loss accrual is $1.3 billion, which is included in Other current liabilities.

During the third quarter of 2024, we recorded a $39 million favorable EAC adjustment on the HALO program at Space Systems related to the resolution of an engineering change proposal (ECP) as previously disclosed.

B-21 program at Aeronautics Systems.

During 2024, the company reduced unfunded backlog by $1.6 billion and $0.7 billion related to terminations for convenience in our restricted space business and on the NGI program at Space Systems, respectively.

component of other comprehensive income until the hedged transaction is recognized in earnings.

The company records inventoried costs at the lower of cost or net realizable value.

Inventoried costs are categorized into raw materials, work in process, and finished goods.

Raw materials are recognized using the average cost method and are generally included in contract cost when allocated to specific contracts.

Finished goods primarily consists of inventory maintained in support of sustainment contracts.

The company maintains whole life and split-dollar life insurance policies primarily on former officers and executives.

As a result, annual retiree benefit plan expense amounts for

| *$ in millions* | | | | | | 2024 | | | | | | 2023 | | |

On November 4, 2024, the FASB issued ASU No. 2024-03 *Disaggregation of Income Statement Expenses (Subtopic 220-40).* ASU 2024-03 requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

We are evaluating the disclosure impact of ASU 2023-09; however, we do not

expect the standard will have a material impact on the company’s consolidated financial position, results of operations and/or cash flows.

| December 11, 2024 | | | | | | $ | 3,000 | | | | | — | | | | | | $ | — | | | | | | | | | | | — | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5.4 | | | | | | 3.3 | | | | | | 3.3 | | |

(2)The 2022 Repurchase Program completed in February 2024; however, it included the $1.0 billion ASR for which the final delivery of shares was outstanding at the end of the first quarter of 2024.

On May 1, 2024, the company received a final delivery of 0.4 million shares for that ASR, which are included in the 2022 Repurchase Program authorization.

| *$ in millions* | | | | | | 2024 | | | | | | 2023 | | |

*Critical Audit Matter Description*

Cost

estimates on contracts requiring development work are inherently more uncertain as to future events than production contracts, and, as a result, there is typically more variability in those estimates.

Certain of these contracts are fixed price in nature, which results in greater financial risk associated with unanticipated cost growth.

Alternatively, cost-type contracts may have award or incentive fees that are subject to uncertainty and may be earned over extended periods or towards the end of the contract.

As a result, the estimation of costs required to complete these contracts and the expected revenues that will be earned is complex and requires significant judgment.

Given the judgment necessary to make reasonably dependable estimates regarding the revenue and costs associated with such contracts, auditing these estimates required extensive audit effort due to the complexity of the underlying programs and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.

*How the Critical Audit Matter Was Addressed in the Audit*

- We tested the effectiveness of controls over the estimates of total costs and revenues on such contracts, including development costs and any related award or incentive fee estimates for the relevant performance obligations.

- We selected certain long-term contracts for testing and performed the following procedures:

–Evaluated whether the recognition of revenue over time on such contracts was appropriate based on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation.

–Tested management’s identification of distinct performance obligations by evaluating whether the underlying goods and services were highly interdependent and interrelated.

–Tested management’s determination of the transaction price, including any award or incentive fees, based on the consideration expected to be received in accordance with the rights and obligations established under the contracts and any contractual modifications.

–Evaluated the estimates of total cost and revenue for the performance obligation by:

▪Conducting inquiries of relevant program teams regarding any challenges related to the program.

▪Comparing costs incurred to date to the costs management estimated to be incurred to date.

▪Evaluating management’s ability to achieve the estimates of 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 certain programs, which could include forecasted cost impacts and assumptions on the ability to recover those costs.

Income Taxes - Uncertain Tax Positions - Refer to Notes 1 and 7 to the financial statements

The Company files income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions.

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

Until these positions are sustained by the taxing authorities or the statute of limitations concerning such issues lapses, the Company does not generally recognize the tax benefits resulting from such positions and reports the tax effects as a liability for uncertain tax positions in its consolidated statements of financial position.

The Company has recognized increased uncertain tax positions in recent years

principally related to state apportionment, the methods of accounting associated with the timing of revenue recognition and related costs, and the 2017 Tax Act.

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

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

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

- We tested the effectiveness of 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.

- With the assistance of our income tax specialists, we selected specific uncertain tax positions for testing and performed the following procedures:

–Inquired of the Company’s tax department, financial reporting department, and other personnel directly involved in the development of the estimates.

–Obtained supporting documentation and evaluated how the Company supported the position, including the assumptions and estimates used for measurement, and how the taxing authorities have historically challenged the tax position, if applicable.

–Evaluated whether the uncertain tax position met the “more likely than not” recognition threshold.

–Evaluated the appropriateness and consistency of the methodologies and assumptions used by management when developing these estimates.

- We tested the mathematical accuracy of management’s calculations.

| | | | January 24, 2024 | | |

| Gain on sale of business | | | | | | — | | | | | | — | | | | | | 1,980 | | |

| Gain on sale of business | | | | | | — | | | | | | — | | | | | | (1,980) | | |

| Divestiture of IT services business | | | | | | — | | | | | | — | | | | | | 3,400 | | |

| Common stock repurchased | | | | | | (1,519) | | | | | | (1,497) | | | | | | (3,645) | | |

Basis of Presentation

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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

Deloitte & Touche LLP issued an attestation report dated January [removed: 24, 2024,] [added: 29, 2025,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] of the Company and our report dated January [removed: 24, 2024] [added: 29, 2025] expressed an unqualified opinion on those financial statements.

During the quarter ended December 31, [removed: 2023,] [added: 2024] 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.

/s/ Kenneth B.

Crews

January 29, 2025

\-88-

January 29, 2025

/s/ David F.

Keffer

January 24, 2024

\-90-

\-90-

\-91-

Information about our Directors will be incorporated herein by reference to the Proxy Statement for the [removed: 2024] [added: 2025] 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: 24, 2024,] [added: 29, 2025,] 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: 52] [added: 53] | | | | | | Chair, Chief Executive Officer and President | | | | | | 2019 | | | | | | [removed: Chief Executive Officer and President (2019); President and Chief Operating Officer (2018)] | | |

| Robert J. Fleming | | | | | | [removed: 51] [added: 52] | | | | | | Corporate Vice President and President, Space Systems Sector | | | | | | 2023 | | | | | | Vice President and General Manager, Strategic Space Systems Division, Space Systems Sector (2021-2023); Vice President, Business Development and Strategy, Space Systems Sector (2020-2021); Vice President, Space Programs, Strategic Force Programs, Mission Systems Sector (2019-2020) | | |

| Michael A. Hardesty | | | | | | [removed: 52] [added: 53] | | | | | | Corporate Vice President, Controller, and Chief Accounting Officer | | | | | | 2013 | | | | | | | | |

| Thomas H. Jones | | | | | | [removed: 57] [added: 58] | | | | | | Corporate Vice President and President, Aeronautics Systems Sector | | | | | | 2021 | | | | | | Vice President and General Manager, Airborne C4ISR Division, Mission Systems Sector (2017-2020) | | |

| Roshan S. Roeder | | | | | | [removed: 44] [added: 45] | | | | | | Corporate Vice President and President, [removed: Defense] [added: Mission] Systems Sector | | | | | | [removed: 2022] [added: 2024] | | | | | | [added: Corporate] Vice President and [added: President, Defense Systems Sector (2022-2024); Vice President and] General Manager, Airborne Multifunction Sensors, Mission Systems Sector (2020-2022); Vice President Program Management, Communications Business Unit, Mission Systems Sector [removed: (2018-2020); Vice President Program Management, Advanced Ground Sensors, Mission Systems Sector (2016-2018)] [added: (2018-2020)] | | |

| Kathryn G. Simpson | | | | | | [removed: 60] [added: 61] | | | | | | 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 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: 2024] [added: 2025] Annual Meeting of Shareholders.

We have adopted Standards of Business Conduct for [removed: all of] our employees, including the principal executive officer, principal financial officer and principal accounting officer.

[removed: internet] [added: The Standards of Business Conduct can be found on our] website at www.northropgrumman.com under “Who We Are – Investors – Corporate Governance – 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 [removed: Item] [added: Item, including with respect to insider trading arrangements and policies,] will be incorporated herein by reference to the Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

| Kenneth B. Crews | | | | | | 43 | | | | | | Corporate Vice President and Chief Financial Officer | | | | | | 2024 | | | | | | Vice President and Chief Financial Officer, Space Systems Sector (2023-2024); Vice President and Chief Financial Officer, Mission Systems Sector (2021-2023); Vice President and Chief Financial Officer, Land and Avionics C4ISR Division, Mission Systems Sector (2017-2020) | | |

| Benjamin R. Davies | | | | | | 47 | | | | | | Corporate Vice President and President, Defense Systems Sector | | | | | | 2024 | | | | | | Vice President and General Manager, Strategic Deterrent Systems Division, Space Systems Sector (2023-2024); Vice President and General Manager, Networked Information Solutions Division, Mission Systems Sector (2021-2023); Vice President and General Manager, B-2 Program, Aeronautics Systems Sector (2019-2021) | | |

\-91-

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

| Mark A. Caylor | | | | | | 59 | | | | | | Corporate Vice President and President, Mission Systems Sector | | | | | | 2018 | | | | | | | | |

| David F. Keffer | | | | | | 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) | | |

The Standards of Business Conduct can be found on our

\-92-

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: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meeting of Shareholders.

For a description of securities authorized under our equity compensation plans, see Note [removed: 14] [added: 13] to the consolidated financial statements.

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: 2024] [added: 2025] Annual Meeting of Shareholders.

The information as to Principal Accountant Fees and Services will be incorporated herein by reference to the Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

\-92-

\-93-

[Consolidated Statements of Earnings and Comprehensive [removed: Income](#i125525d0231a4c04a12dcdc194e0c6a3_91)][added: Income](#ib8f18c436c20472f9eff8a78cb53edd9_97)]

[Consolidated Statements of Financial [removed: Position](#i125525d0231a4c04a12dcdc194e0c6a3_94)][added: Position](#ib8f18c436c20472f9eff8a78cb53edd9_100)]

[Consolidated Statements of Cash [removed: Flows](#i125525d0231a4c04a12dcdc194e0c6a3_97)][added: Flows](#ib8f18c436c20472f9eff8a78cb53edd9_103)]

[Consolidated Statements of Changes in Shareholders’ [removed: Equity](#i125525d0231a4c04a12dcdc194e0c6a3_100)][added: Equity](#ib8f18c436c20472f9eff8a78cb53edd9_106)]

[Notes to Consolidated Financial [removed: Statements](#i125525d0231a4c04a12dcdc194e0c6a3_103)][added: Statements](#ib8f18c436c20472f9eff8a78cb53edd9_109)]

| | | | [removed: 3(a)] [added: 3(b)] | | | [Amended and Restated [removed: Certificate of Incorporation] [added: Bylaws] of Northrop Grumman Corporation dated [removed: 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] [added: May 17, 2023 (incorporated] by reference to Exhibit [removed: 3.1] [added: 3.2] to [removed: Form](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex31.htm) [8-K] [added: Form 8-K] filed May 19, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex31.htm)[,] [added: 2023,] File No. [removed: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex31.htm)] [added: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm)] | | |

| | | | [removed: 3(b)] [added: 3(a)] | | | [removed: [Amended and Restated Bylaws] [added: [Restated Certificate] of [added: Incorporation of] Northrop Grumman [removed: Corporation 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] [added: Corporation, dated May 15, 2024 (incorporated] by reference to Exhibit [removed: 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] [added: 3.1 to] Form 8-K [removed: 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)[,] [added: filed May 16, 2024,] File No. [removed: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm)] [added: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000113342124000039/exhibit31-restatedcertific.htm)] | | |

| | | | 4(vv) | | | [Form [removed: of](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm) [4](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm)[.7](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm)[0](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm)[0%] [added: of 4.700%] Senior Note [removed: due](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm) [2033](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm) [(incorporated] [added: due 2033 (incorporated] by reference [removed: to](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm) [Exhibit] [added: to Exhibit] A included [removed: in](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm) [Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm)[1](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm) [to] [added: in Exhibit 4.1 to] Form 8-K [removed: filed](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm) [F](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm)[ebruary 8](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm)[3](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm)[,] [added: filed February 8, 2023,] File No. 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm) | | |

| | | | 4(ww) | | | [Form of [removed: 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%] [added: 4.950%] Senior Note due [removed: 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] [added: 2053] (incorporated by reference to [removed: 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] [added: Exhibit B included] in Exhibit 4.1 to Form 8-K filed February 8, 2023, File No. 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000119312523028549/d454340dex41.htm) | | |

| | | | | | | [removed: (ii)] [added: (ix)] | | | [removed: [2020](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex101.htm) [Restricted] [added: [2024 Restricted] Stock Rights Grant Agreement Granted Under the 2011 Long-Term Incentive Stock Plan (incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex101.htm) [to] [added: 10.1 to] Form 10-Q for the quarter ended March 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex101.htm)[0](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex101.htm)[,] [added: 2024,] filed April [removed: 29, 202](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex101.htm)[0](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex101.htm)[,] [added: 25, 2024,] File No. [removed: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex101.htm)[](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex101.htm)] [added: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000113342124000026/noc-03312024xex101.htm)] | | |

| | | | | | | [removed: (iii)] [added: (x)] | | | [removed: [2020](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex102.htm) [Restricted] [added: [2024 Restricted] Performance Stock Rights Grant Agreement Granted Under the 2011 Long-Term Incentive Stock Plan (incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex102.htm)[2](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex102.htm) [to] [added: 10.2 to] Form 10-Q for the quarter ended March 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex102.htm)[0](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex102.htm)[,] [added: 2024,] filed April [removed: 29, 202](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex102.htm)[0](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex102.htm)[,] [added: 25, 2024,] File No. [removed: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex102.htm)[](https://www.sec.gov/Archives/edgar/data/1133421/000113342120000019/noc-3312020xex102.htm)] [added: 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000113342124000026/noc-03312024xex102.htm)] | | |