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Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

For the Quarterly Period Ended March 31, 2023

or

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

Commission File Number 1-16411

NORTHROP GRUMMAN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware80-0640649
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2980 Fairview Park Drive
Falls Church,Virginia22042
(Address of principal executive offices)(Zip Code)

(703) 280-2900

(Registrant’s telephone number, including area code)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockNOCNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer ☒ Accelerated Filer ☐

Non-accelerated Filer ☐ Smaller Reporting Company ☐

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

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

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of April 24, 2023, 151,859,445 shares of common stock were outstanding.

Table of Contents

NORTHROP GRUMMAN CORPORATION

TABLE OF CONTENTS

Page
PART I – FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)
Condensed Consolidated Statements of Earnings and Comprehensive Income1
Condensed Consolidated Statements of Financial Position2
Condensed Consolidated Statements of Cash Flows3
Condensed Consolidated Statements of Changes in Shareholders’ Equity4
Notes to Condensed Consolidated Financial Statements
1. Basis of Presentation5
2. Earnings Per Share, Share Repurchases and Dividends on Common Stock6
3. Income Taxes7
4. Fair Value of Financial Instruments8
5. Investigations, Claims and Litigation9
6. Commitments and Contingencies10
7. Retirement Benefits12
8. Stock Compensation Plans and Other Compensation Arrangements12
9. Segment Information13
10. Subsequent Event16
Report of Independent Registered Public Accounting Firm17
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview18
Consolidated Operating Results20
Segment Operating Results21
Product and Service Analysis26
Backlog27
Liquidity and Capital Resources27
Critical Accounting Policies, Estimates and Judgments29
Accounting Standards Updates29
Forward-Looking Statements and Projections29
Item 3.Quantitative and Qualitative Disclosures About Market Risk31
Item 4.Controls and Procedures31
PART II – OTHER INFORMATION
Item 1.Legal Proceedings32
Item 1A.Risk Factors32
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds32
Item 6.Exhibits33
Signatures34

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Table of Contents

NORTHROP GRUMMAN CORPORATION

PART I. FINANCIAL INFORMATION

Next: Item 1. Financial Statements