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Item 1. Financial Statements

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Item 1. Financial Statements

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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (Unaudited)

Three Months Ended September 30Nine Months Ended September 30
$ in millions, except per share amounts2026202520262025
Sales
Product$9,098$8,369$25,864$24,148
Service2,0242,0546,0156,094
Total sales11,12210,42331,87930,242
Operating costs and expenses
Product7,1986,63120,78619,523
Service1,5721,5654,6604,702
General and administrative expenses1,0839853,0793,008
Total operating costs and expenses9,8539,18128,52527,233
Gain on sale of business———231
Operating income1,2691,2423,3543,240
Other (expense) income
Interest expense(158)(161)(481)(490)
Non-operating FAS pension benefit167136499403
Other, net20106124175
Earnings before income taxes1,2981,3233,4963,328
Federal and foreign income tax expense174223403573
Net earnings$1,124$1,100$3,093$2,755
Basic earnings per share$7.91$7.69$21.77$19.16
Weighted-average common shares outstanding, in millions142.1143.1142.1143.8
Diluted earnings per share$7.89$7.67$21.72$19.12
Weighted-average diluted shares outstanding, in millions142.4143.5142.4144.1
Net earnings (from above)$1,124$1,100$3,093$2,755
Other comprehensive income (loss), net of tax
Change in cumulative translation adjustment22—11
Change in other, net—(1)(6)18
Other comprehensive income (loss), net of tax21(6)29
Comprehensive income$1,126$1,101$3,087$2,784

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)

$ in millions, except par valueSeptember 30, 2026December 31, 2025
Assets
Cash and cash equivalents$3,744$4,403
Accounts receivable, net2,0801,375
Unbilled receivables, net7,8996,544
Inventoried costs, net1,3611,309
Prepaid expenses and other current assets1,8931,656
Total current assets16,97715,287
Property, plant and equipment, net of accumulated depreciation of $10,306 for 2026 and $9,648 for 202510,46110,972
Operating lease right-of-use assets2,1821,859
Goodwill17,44017,437
Deferred tax assets4881,051
Pension and other postretirement benefit plan assets3,4473,167
Other non-current assets1,5021,604
Total assets$52,497$51,377
Liabilities
Trade accounts payable$3,281$3,240
Accrued employee compensation2,0392,309
Advance payments and billings in excess of costs incurred3,8384,086
Other current liabilities4,5954,247
Total current liabilities13,75313,882
Long-term debt, net of current portion of $764 for 2026 and $534 for 202514,43315,162
Pension and other postretirement benefit plan liabilities1,0761,110
Operating lease liabilities2,2021,857
Other non-current liabilities2,3502,692
Total liabilities33,81434,703
Commitments and contingencies (Note 7)
Shareholders’ equity
Preferred stock, $1 par value; 10,000,000 shares authorized; no shares issued and outstanding——
Common stock, $1 par value; 800,000,000 shares authorized; issued and outstanding: 2026—142,064,132 and 2025—141,997,194142142
Paid-in capital63—
Retained earnings18,61016,658
Accumulated other comprehensive loss(132)(126)
Total shareholders’ equity18,68316,674
Total liabilities and shareholders’ equity$52,497$51,377

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended September 30
$ in millions20262025
Operating activities
Net earnings$3,093$2,755
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization1,1181,066
Stock-based compensation7565
Deferred income taxes651344
B-21 loss provision—477
Gain on sale of business—(231)
Net periodic pension and OPB income(361)(256)
Pension and OPB contributions(92)(94)
Changes in assets and liabilities:
Accounts receivable, net(705)(716)
Unbilled receivables, net(1,177)(1,240)
Inventoried costs, net(65)(179)
Prepaid expenses and other assets55(29)
Trade accounts payable41203
Advance payments and billings in excess of costs incurred(248)(505)
Other liabilities(868)(340)
Income taxes payable, net(125)(421)
Other operating activities(23)(39)
Net cash provided by operating activities1,369860
Investing activities
Capital expenditures(775)(788)
Proceeds from sale of equipment to a customer371—
Proceeds from sale of investment107—
Divestiture of training services business—333
Other investing activities(17)(36)
Net cash used in investing activities(314)(491)
Financing activities
Net proceeds from issuance of long-term debt—998
Payments of long-term debt(527)(1,500)
Common stock repurchases(68)(1,168)
Cash dividends paid(1,035)(964)
Payments of employee taxes withheld from share-based awards(58)(38)
Other financing activities(26)(93)
Net cash used in financing activities(1,714)(2,765)
Decrease in cash and cash equivalents(659)(2,396)
Cash and cash equivalents, beginning of year4,4034,353
Cash and cash equivalents, end of period$3,744$1,957

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

Three Months Ended September 30Nine Months Ended September 30
$ in millions, except per share amounts2026202520262025
Common stock
Beginning of period$142$143$142$145
Common stock repurchased———(2)
End of period142143142143
Paid-in capital
Beginning of period37———
Stock compensation26—63—
End of period63—63—
Retained earnings
Beginning of period17,83915,45216,65815,297
Common stock repurchased—(278)(63)(1,150)
Net earnings1,1241,1003,0932,755
Dividends declared(353)(332)(1,034)(963)
Stock compensation—26(44)29
End of period18,61015,96818,61015,968
Accumulated other comprehensive loss
Beginning of period(134)(124)(126)(152)
Other comprehensive income (loss), net of tax21(6)29
End of period(132)(123)(132)(123)
Total shareholders’ equity$18,683$15,988$18,683$15,988
Cash dividends declared per share$2.47$2.31$7.25$6.68

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Reporting

These unaudited condensed consolidated financial statements (the “financial statements”) include the accounts of Northrop Grumman Corporation and its subsidiaries and joint ventures or other investments for which we consolidate the financial results (herein referred to as “Northrop Grumman,” the “company,” “we,” “us,” or “our”). Intercompany accounts, transactions and profits are eliminated in consolidation. Investments in equity securities and joint ventures where the company has significant influence, but not control, are accounted for using the equity method.

On May 24, 2025 (the “Divestiture date”), the company completed its previously announced sale of substantially all of the Immersive Mission Solutions (IMS) operating unit of Defense Systems (the “training services” business or “divestiture”) for $333 million in cash and recorded a pre-tax gain on sale of $231 million. IMS is a provider of mission training and satellite ground network communications software for U.S. government customers. 2025 operating results include sales and operating income for the training services business prior to the Divestiture date.

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP” or “FAS”) and in accordance with the rules of the Securities and Exchange Commission (SEC) for interim reporting. The financial statements include adjustments of a normal recurring nature considered necessary by management for a fair presentation of the company’s unaudited condensed 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.

During the fourth quarter of 2025, we modified our presentation of the changes in liabilities in the operating cash flow section of the consolidated statement of cash flows by disaggregating Accounts payable and other liabilities into three separate line items: Accounts payable, Advance payments and billings in excess of costs incurred, and Other liabilities. Prior period amounts have been conformed to the current period presentation. The modified presentation does not impact previously reported cash provided by operating activities.

Results reported in the financial statements are not necessarily indicative of results that may be expected for the entire year. The financial statements should be read in conjunction with the information contained in the company’s 2025 Annual Report on Form 10-K.

Quarterly information is labeled using a calendar convention; that is, first quarter is consistently labeled as ending on March 31, second quarter as ending on June 30 and third quarter as ending on September 30. It is the company’s long-standing practice to establish actual interim closing dates using a “fiscal” calendar, in which we close our books on a Friday near these quarter-end dates in order to normalize the potentially disruptive effects of quarterly closings on business processes. This practice is only used at interim periods within a reporting year.

Accounting Estimates

Preparation of the financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, as well as the reported amounts of sales and expenses during the reporting period. Estimates have been prepared using the most current and best available information; however, actual results could differ materially from those estimates.

Revenue Recognition

Contract Estimates

Contract sales may include estimates of variable consideration, including cost or performance incentives (such as award and incentive fees), un-priced change orders, requests for equitable adjustment (REAs) and contract claims. Variable consideration is included in total estimated sales to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. We estimate variable consideration as the most likely amount to which we expect to be entitled.

We recognize changes in estimated contract sales or costs and the resulting changes in contract profit on a cumulative basis. Net estimate-at-completion (EAC) adjustments represent the cumulative effect of the changes on current and prior periods; sales and operating margins in future periods are recognized as if the revised estimates had been used since contract inception. If it is determined that a loss is expected to result on an individual performance

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obligation, the entire amount of the estimable future loss, including an allocation of general and administrative (G&A) cost, is charged against income in the period the loss is identified.

B-21 Program

The company has previously recognized and disclosed cumulative losses of approximately $2.0 billion on the low-rate initial production (LRIP) phase of the B-21 program. As of September 30, 2026, the remaining loss accrual totaled $1.0 billion, which is included in Other current liabilities.

Net EAC Adjustments

The following table presents the effect of aggregate net EAC adjustments:

Three Months Ended September 30Nine Months Ended September 30
$ in millions, except per share data2026202520262025
Revenue$240$181$344$383
Operating income22181235107
Net earnings(1)1756418685
Diluted earnings per share(1)1.230.451.310.59

**(1)**Based on a 21 percent federal statutory tax rate.

EAC adjustments can have a significant effect on the company’s financial statements. When such adjustments occur, we generally disclose the nature, underlying conditions and financial impact of the adjustments. In most cases, EAC adjustments have an equal impact on both revenue and operating income. However, for contracts in a forward loss position, the impact of EAC adjustments on revenue is different than the impact on operating income because changes in forward losses also impact cost of sales.

2026 – No EAC adjustments on a single performance obligation had a significant impact on the financial statements during the three months ended September 30, 2026. During the second quarter of 2026, the company recorded a $91 million unfavorable EAC adjustment on the Graphite Epoxy Motor (GEM) 63XL program at Space Systems and a $68 million unfavorable EAC adjustment on the Stand-in Attack Weapon (SiAW) program at Defense Systems. During the first quarter of 2026, the company recorded a $71 million unfavorable EAC adjustment on the GEM 63XL program and a $157 million net unfavorable EAC adjustment on the first four LRIP lots of the B-21 program at Aeronautics Systems, which was offset by a net reduction in the loss contingency accrual on the remainder of the program.

2025 – During the third quarter of 2025, the company recorded a $68 million favorable EAC adjustment in the restricted advanced microelectronics portfolio at Mission Systems as well as a $122 million unfavorable EAC adjustment on the first and second LRIP lots of the B-21 program, which was offset by a net reduction in the loss contingency accrual on the remaining LRIP lots. During the second quarter of 2025, the company recorded a $76 million favorable EAC adjustment on the engineering and manufacturing development (EMD) phase of the Sentinel program at Defense Systems. During the first quarter of 2025, the company recorded a $226 million unfavorable EAC adjustment on the first and second LRIP lots of the B-21 program at Aeronautics Systems.

Backlog

Backlog represents the future sales we expect to recognize on firm orders received by the company and is equivalent to the company’s remaining performance obligations at the end of each period. It comprises both funded backlog (firm orders for which funding is authorized and appropriated) and unfunded backlog. Unexercised contract options and indefinite delivery indefinite quantity (IDIQ) contracts are not included in backlog until the time an option or IDIQ task order is exercised or awarded. Backlog is converted into sales as costs are incurred or deliveries are made.

Company backlog as of September 30, 2026 was $109.6 billion. Of our September 30, 2026 backlog, we expect to recognize approximately 35 percent as revenue over the next 12 months and 55 percent as revenue over the next 24 months, with the remainder to be recognized thereafter.

Contract Assets and Liabilities

For each of the company’s contracts, the timing of revenue recognition, customer billings, and cash collections results in a net contract asset or liability at the end of each reporting period. Contract assets are equivalent to and reflected as Unbilled receivables in the unaudited condensed consolidated statements of financial position and are primarily related to long-term contracts where revenue recognized under the cost-to-cost method exceeds amounts billed to customers. Contract liabilities are equivalent to and reflected as Advance payments and billings in excess of

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costs incurred in the unaudited condensed consolidated statements of financial position. The amount of revenue recognized for the three and nine months ended September 30, 2026 that was included in the December 31, 2025 contract liability balance was $552 million and $3.1 billion, respectively. The amount of revenue recognized for the three and nine months ended September 30, 2025 that was included in the December 31, 2024 contract liability balance was $431 million and $3.1 billion, respectively.

Disaggregation of Revenue

See Note 10 for information regarding the company’s sales by customer type, contract type and geographic region for each of our segments. We believe those categories best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.

Property, Plant, and Equipment (PP&E)

In connection with the company’s first quarter 2026 agreement with the U.S. Air Force to expand production capacity and increase the aircraft production rate for the B-21 program, we agreed to sell an aircraft to the U.S. Air Force that we had previously planned to utilize as a company-owned test asset. While the sale of this asset accelerates the LRIP aircraft delivery schedule, it does not change the number of aircraft we expect to deliver under the LRIP phase of the program. Because the company previously intended to use the test asset for internal purposes, we recognized the acquisition costs as capital expenditures and included it in PP&E. As we regularly sell this type of asset to customers in the ordinary course of business, we recorded the sale as a revenue transaction and included the net book value of the asset in Operating costs and expenses. Although we generally classify proceeds from revenue transactions as cash inflows from operating activities, we recognized the proceeds from this transaction as cash inflows from investing activities, consistent with our prior recognition of the cost to acquire the asset as capital expenditures. The company received cash payments of $371 million related to the sale during the third quarter of 2026 and included it in Proceeds from sale of equipment to a customer in the consolidated statements of cash flows.

During the nine months ended September 30, 2026, the company received lease incentives for landlord funded leasehold improvements of $90 million related to Aeronautics Systems real estate leases, which were recorded in PP&E and included in non-cash investing activities.

Non-cash investing activities for the nine months ended September 30, 2026 and 2025 include capital expenditures incurred but not yet paid of $149 million and $140 million, respectively.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of tax, are as follows:

$ in millionsSeptember 30, 2026December 31, 2025
Cumulative translation adjustment$(131)$(131)
Other, net(1)5
Total accumulated other comprehensive loss$(132)$(126)

Related Party Transactions

For all periods presented, the company had no material related party transactions.

Accounting Standards Updates

On November 4, 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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. ASU 2024-03 will be effective for annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028. We expect to adopt ASU 2024-03 on a prospective basis; the standard will not have an impact on the company’s consolidated financial position, results of operations or cash flows.

On September 18, 2025, the FASB issued ASU No. 2025-06 Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40). ASU 2025-06 removes references to prescriptive and sequential software development stages, requiring companies to capitalize internal-use software costs when management commits to funding the software project and it is probable the project will be completed. ASU 2025-06 will be effective for annual and interim periods beginning January 1, 2028, and can be applied on a prospective, modified prospective, or retrospective basis. We do not currently expect the standard will have a material impact on the company’s consolidated financial position, results of operations or cash flows.

On December 8, 2025, the FASB issued ASU No. 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies the applicability of Topic 270 and the form and content of interim financial

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statements. In addition, ASU 2025-11 requires entities to disclose material events occurring since the last annual reporting period. ASU 2025-11 will be effective for interim periods beginning January 1, 2028, and can be applied on a prospective or retrospective basis. We are evaluating the disclosure impact of ASU 2025-11; however, the standard will not have an impact on the company’s consolidated financial position, results of operations or cash flows.

Other accounting standards updates adopted and/or issued, but not effective until after September 30, 2026, are not expected to have a material effect on the company’s consolidated financial position, results of operations and/or cash flows.

2. EARNINGS PER SHARE, SHARE REPURCHASES AND DIVIDENDS ON COMMON STOCK

Basic Earnings Per Share

We calculate basic earnings per share by dividing net earnings by the weighted-average number of shares of common stock outstanding during each period.

Diluted Earnings Per Share

Diluted earnings per share include the dilutive effect of awards granted to employees under stock-based compensation plans. The dilutive effect of these securities totaled 0.3 million shares for each of the three and nine months ended September 30, 2026. The dilutive effect of these securities totaled 0.4 million shares and 0.3 million shares for the three and nine months ended September 30, 2025, respectively.

Share Repurchases

On December 11, 2024, the company’s board of directors authorized a share repurchase program of up to $3.0 billion in share repurchases of the company’s common stock. Repurchases under the program commenced in September 2025 and $2.5 billion of the share repurchase authorization remained as of September 30, 2026. We had no repurchases of common stock during the three months ended September 30, 2026.

Share repurchases take place from time to time, subject to market and regulatory conditions and management’s discretion, in the open market or in privately negotiated transactions. The company retires its common stock upon repurchase and, in the periods presented, has not made any purchases of common stock other than in connection with these publicly announced repurchase programs.

Dividends on Common Stock

In May 2026, the company increased the quarterly common stock dividend 7 percent to $2.47 per share from the previous amount of $2.31 per share.

3. INVENTORIED COSTS, NET

Inventoried costs, net consisted of the following:

$ in millionsSeptember 30, 2026December 31, 2025
Raw materials$308$306
Work in process979945
Finished goods7458
Inventoried costs, net$1,361$1,309

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4. INCOME TAXES

In July 2025, the One Big Beautiful Bill Act (OBBBA) was enacted. Key income tax-related provisions of the OBBBA include the repeal of mandatory capitalization of research and development expenditures under Internal Revenue Code (IRC) Section 174 (reinstating full expensing beginning in 2025), extension of bonus depreciation, and revisions to international tax regimes. As part of the enactment of the OBBBA, the company became subject to the corporate alternative minimum tax (CAMT) and recorded CAMT credit carryforwards of $187 million during 2025. In February 2026, the Internal Revenue Service (IRS) issued Notice 2026-7, providing interim relief for the CAMT through a favorable adjustment related to the amortization of research and development expenditures under IRC Section 174. The company recognized the impacts of Notice 2026-7 during the first quarter of 2026, resulting in a $187 million decrease in CAMT credit carryforwards and a corresponding increase in Taxes receivable, as well as a $19 million reduction to federal income tax expense.

Three Months Ended September 30Nine Months Ended September 30
$ in millions2026202520262025
Federal and foreign income tax expense$174$223$403$573
Effective income tax rate13.4%16.9%11.5%17.2%

Current Quarter

Third quarter 2026 income tax expense decreased $49 million, or 22 percent, due to a lower effective tax rate (ETR) and $25 million of lower earnings before income taxes. The third quarter 2026 ETR decreased to 13.4 percent from 16.9 percent principally due to higher research credits. The third quarter 2026 ETR includes benefits of $112 million for research credits and $15 million for foreign-derived deduction-eligible income (FDDEI), partially offset by $21 million of interest expense on unrecognized tax benefits. The third quarter 2025 ETR included benefits of $66 million for research credits and $16 million for foreign derived intangible income (FDII), partially offset by $19 million of interest expense on unrecognized tax benefits.

Year to Date Year to date 2026 income tax expense decreased $170 million, or 30 percent, due to a lower ETR, partially offset by $168 million of higher earnings before income taxes. The year to date 2026 ETR decreased to 11.5 percent from 17.2 percent primarily due to the remeasurement of unrecognized tax benefits during the second quarter of 2026 given recent developments with the IRS towards resolving our previously filed federal income tax returns and refund claims, as well as higher research credits, including a $19 million benefit related to the CAMT guidance discussed above. The year to date 2026 ETR includes benefits of $356 million for research credits, inclusive of the unrecognized tax benefit remeasurement of $115 million, and $35 million for FDDEI, partially offset by $46 million of interest expense on unrecognized tax benefits. The year to date 2025 ETR included benefits of $169 million for research credits and $34 million for FDII, partially offset by $53 million of interest expense on unrecognized tax benefits and $17 million of tax expense related to nondeductible goodwill in the divested training services business.

We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. Certain matters related to the company’s 2018-2024 federal income tax returns are currently under IRS examination. Certain matters related to the company’s 2014-2017 federal income tax returns and refund claims related to its 2007-2016 federal tax returns are currently under review by the IRS Appeals Office.

Current unrecognized tax benefits, which are included in Other current liabilities, were $800 million and $436 million as of September 30, 2026 and December 31, 2025, respectively. Non-current unrecognized tax benefits, which are included in Other non-current liabilities, were $1.3 billion and $1.6 billion as of September 30, 2026 and December 31, 2025, respectively.

Taxes receivable, which are included in Prepaid expenses and other current assets in the unaudited condensed consolidated statements of financial position, were $1.0 billion as of September 30, 2026 and $924 million as of December 31, 2025.

5. FAIR VALUE OF FINANCIAL INSTRUMENTS

The company holds a portfolio of marketable securities including investments to partially fund non-qualified employee benefit plans as well as investments in companies that are advancing or developing technologies applicable to our business. A portion of these securities are held in common/collective trust funds and are measured at fair value using net asset value (NAV) per share as a practical expedient; therefore, they are not categorized in the

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fair value hierarchy table below. Marketable securities are included in Other non-current assets in the unaudited condensed consolidated statements of financial position.

The company’s derivative portfolio consists primarily of foreign currency forward contracts. Where model-derived valuations are appropriate, the company utilizes the income approach to determine the fair value using internal models based on observable market inputs.

The following table presents the financial assets and liabilities the company records at fair value identified by the level of inputs used to determine fair value:

September 30, 2026December 31, 2025
$ in millionsLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Financial Assets
Marketable securities$397$1$22$420$454$—$24$478
Marketable securities valued using NAV45
Total marketable securities397122424454—24483
Derivatives—(1)—(1)—2—2

There were no transfers of financial instruments into or out of Level 3 of the fair value hierarchy during the nine months ended September 30, 2026.

During the second quarter of 2026, the company sold its investment in a public company for $107 million and recognized a related gain of $35 million. Unrealized gains and losses from marketable securities, which are reflected in Other, net on the unaudited condensed consolidated statement of earnings and comprehensive income, were not material for the three and nine months ended September 30, 2026. Unrealized gains and losses from marketable securities were $82 million and $92 million for the three and nine months ended September 30, 2025.

The notional value of the company’s foreign currency forward contracts at September 30, 2026 and December 31, 2025 was $291 million and $308 million, respectively. The portion of notional value designated as a cash flow hedge at September 30, 2026 and December 31, 2025 was $147 million and $167 million, respectively.

The derivative fair values and related unrealized gains/losses at September 30, 2026 and December 31, 2025 were not material.

The carrying value of cash and cash equivalents approximates fair value.

Long-term Debt

The estimated fair value of the company’s long-term debt was $13.7 billion and $15.1 billion as of September 30, 2026 and December 31, 2025, respectively. We calculated the fair value of long-term debt using Level 2 inputs, based on interest rates available for debt with terms and maturities similar to the company’s existing debt arrangements. The current portion of long-term debt is recorded in Other current liabilities in the unaudited condensed consolidated statements of financial position.

Issuance of Senior Notes

During the nine months ended September 30, 2026, the company issued no unsecured senior notes.

In May 2025, the company issued $1.0 billion of unsecured senior notes for general corporate purposes, including debt repayment, share repurchases, and working capital, as follows:

  • $500 million of 4.65% senior notes due 2030 (the “2030 Notes”) and

  • $500 million of 5.25% senior notes due 2035 (the “2035 Notes”).

We refer to the 2030 Notes and 2035 Notes together, as the “notes.” Interest on the notes is payable semi-annually in arrears. The notes are generally subject to redemption, in whole or in part, at the company’s discretion at any time, or from time to time, prior to maturity at a redemption price equal to the greater of 100% of the principal amount of the notes to be redeemed or an applicable “make-whole” amount, plus accrued and unpaid interest.

Repayment of Senior Notes

In March 2026, the company repaid $270 million of 7.875% unsecured senior notes and $257 million of 7.75% unsecured senior notes upon maturity.

In January 2025, the company repaid $1.5 billion of 2.93% unsecured senior notes upon maturity.

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6. INVESTIGATIONS, CLAIMS AND LITIGATION

For over 25 years, the company has worked closely with the United States Navy, the United States Environmental Protection Agency, the New York State Department of Environmental Conservation, the New York State Department of Health and other federal, state and local governmental authorities, to address environmental conditions allegedly resulting from historic operations at the former United States Navy and Grumman facilities in Bethpage, New York. We have incurred, and expect to continue to incur, as included in Note 7, substantial remediation costs related to these Bethpage environmental conditions, including potential costs relating to unanticipated developments such as new discoveries of potential contaminants. It is also possible that applicable remediation standards and other requirements to which we are subject may continue to change, and that our costs may increase materially. In 2022, we resolved several disputes and regulatory proceedings concerning the scope and allocation of remediation responsibilities and costs related to this site and we continue remediation consistent with agreements through which those disputes were resolved. The company continues to be involved in other remediation-related disputes, none of which are material individually or in the aggregate. We are also a party to various individual lawsuits and a putative class action in the Eastern District of New York alleging personal injury and property damage related to the legacy Bethpage environmental conditions (the “Bethpage EDNY cases”). The court had previously stayed the filed individual lawsuits and, at an April 24, 2026 hearing, denied plaintiffs’ motion to lift that stay as to a subset of plaintiffs. The parties have submitted supplemental briefing on pending class certification and expert motions in the putative class action. On September 17, 2026, the court granted the parties’ joint request to defer decision on the class certification and expert motions in deference to the parties’ mediation process. We are also a party, and may become a party, to other lawsuits brought by or against insurance carriers, and by other individual plaintiffs and/or putative classes, as well as other parties. We cannot at this time predict or reasonably estimate the potential outcomes or ranges of possible liability of the Bethpage EDNY cases.

The company received from the U.S. Department of Justice (DOJ) a criminal subpoena on December 9, 2022, and a civil investigative demand (CID) on February 2, 2023, both seeking information regarding financial and cost accounting and controls focused on the interest rate assumptions the company used to determine our U.S. Government Cost Accounting Standards (CAS) pension expense, which are the subject of the Defense Contract Management Agency (DCMA) inquiry we discuss in Note 7 below. On May 20, 2026, DOJ confirmed that, based on the information it had learned to date, the Criminal Division closed its inquiry into this matter. The company continues to engage with the government in relation to the CID and the DCMA inquiry. We cannot at this point predict the outcome of these remaining matters.

The company is a party to various other investigations, lawsuits, arbitration, claims, enforcement actions and other legal proceedings, including government investigations and claims, that arise in the ordinary course of our business. The nature of legal proceedings is such that we cannot assure the outcome of any particular matter. However, based on information available to the company to date, the company does not believe that the outcome of any of these other matters pending against the company is likely to have a material adverse effect on the company’s unaudited condensed consolidated financial position as of September 30, 2026, or its annual results of operations and/or cash flows.

7. COMMITMENTS AND CONTINGENCIES

U.S. Government Cost Claims and Contingencies

From time to time, the company is advised of claims by the U.S. government concerning certain potential disallowed costs, plus, at times, penalties and interest. When such findings are presented, the company and U.S. government representatives engage in discussions to enable the company to evaluate the merits of these claims, as well as to assess the amounts being claimed. Where appropriate, provisions are made to reflect the company’s estimated exposure for such potential disallowed costs. Such provisions are reviewed periodically using the most recent information available. The company believes it has adequately accrued for disputed amounts that are probable and reasonably estimable, and that the outcome of any such matters would not have a material adverse effect on its unaudited condensed consolidated financial position as of September 30, 2026, or its annual results of operations and/or cash flows.

In 2019, the DCMA raised questions about an interest rate assumption used by the company to determine our CAS pension expense. On June 1, 2020, DCMA provided written notice that the assumptions the company used during the period 2013-2019 were potentially noncompliant with CAS. We submitted a formal response on July 31, 2020, which we believed demonstrates the appropriateness of the assumptions used. On November 24, 2020, DCMA replied to the company’s response, disagreeing with our position and requesting additional input, which we provided on February 22, 2021. We subsequently continued to exchange correspondence and engage with DCMA on this

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matter, including responding to requests for and providing additional information. On February 15, 2024, DCMA sent to the company a Contracting Officer’s determination of noncompliance with CAS, which is an interim, non-final determination, and the parties engaged in discussions. In addition, as noted in Note 6 above, the company received from the DOJ a criminal subpoena on December 9, 2022 and a CID on February 2, 2023, both seeking information related to the interest rate assumptions at issue in our discussions with DCMA. On May 20, 2026, DOJ confirmed that, based on the information it had learned to date, the Criminal Division closed its inquiry into this matter. The company continues to engage with the government in relation to the CID and the DCMA inquiry. We cannot at this point predict the outcome of these remaining matters. The sensitivity to changes in interest rate assumptions makes it reasonably possible the outcome of these matters could have a material adverse effect on our financial position, results of operations and/or cash flows, although we are not currently able to estimate a range of any potential loss.

Environmental Matters

The table below summarizes the amount of accrued and deferred costs associated with the company’s environmental remediation liabilities as of September 30, 2026 and December 31, 2025:

$ in millionsSeptember 30, 2026December 31, 2025
Accrued costs(1)$554$547
Deferred costs(2)511502

(1) As of September 30, 2026, $215 million is recorded in Other current liabilities and $339 million is recorded in Other non-current liabilities in the unaudited condensed consolidated statements of financial position. Estimated remediation costs are not discounted to present value.

(2) The company defers the portion of environmental remediation costs we expect to be recoverable through overhead charges on U.S. government contracts. As of September 30, 2026, $200 million is deferred in Prepaid expenses and other current assets and $311 million is deferred in Other non-current assets in the unaudited condensed consolidated statements of financial position. These amounts are routinely evaluated for recoverability.

Reasonably possible future costs in excess of accrued costs were $403 million and $380 million as of September 30, 2026 and December 31, 2025, respectively. We currently expect any such future costs would be recoverable through overhead charges on our U.S. government contracts in a similar proportion as the amounts deferred in the table above.

Although we cannot predict whether (i) new information gained as our environmental remediation projects progress, (ii) changes in remediation standards or other requirements to which we are subject, or (iii) other changes in facts and circumstances will materially affect the estimated liability accrued, we do not anticipate that future remediation expenditures associated with our currently identified projects will have a material adverse effect on the company’s unaudited condensed consolidated financial position as of September 30, 2026, or its annual results of operations and/or cash flows.

Financial Arrangements

In the ordinary course of business, the company uses standby letters of credit and guarantees issued by commercial banks and surety bonds issued principally by insurance companies to guarantee the performance on certain obligations. At September 30, 2026, there were $615 million of stand-by letters of credit and guarantees and $271 million of surety bonds outstanding.

Commercial Paper

The company maintains a commercial paper program that serves as a source of short-term financing with capacity to issue unsecured commercial paper notes up to $3.0 billion. At September 30, 2026, there were no commercial paper borrowings outstanding.

Credit Facilities

The company maintains a five-year senior unsecured revolving credit facility in an aggregate principal amount of $3.0 billion (the “2025 Credit Agreement”) that matures in September 2030 and is intended to support the company's commercial paper program and other general corporate purposes. Commercial paper borrowings reduce the amount available for borrowing under the 2025 Credit Agreement. At September 30, 2026, there were no borrowings outstanding under this facility.

The 2025 Credit Agreement contains generally customary terms and conditions, including covenants restricting the company’s ability to sell all or substantially all of its assets, merge or consolidate with another entity or undertake

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other fundamental changes and incur liens. The company also cannot permit the ratio of its debt to capitalization (as set forth in the credit agreement) to exceed 65 percent.

At September 30, 2026, the company was in compliance with all covenants under its credit agreements.

8. RETIREMENT BENEFITS

The cost to the company of its pension and other postretirement benefit (OPB) plans is shown in the following table:

Three Months Ended September 30Nine Months Ended September 30
Pension BenefitsOPBPension BenefitsOPB
$ in millions20262025202620252026202520262025
Components of net periodic benefit cost (benefit)
Service cost$53$55$1$1$159$163$3$3
Interest cost39840415161,1961,2094447
Expected return on plan assets(565)(540)(22)(22)(1,695)(1,619)(66)(64)
Amortization of prior service credit——(1)(1)——(2)(2)
Other—————7——
Net periodic benefit cost (benefit)$(114)$(81)$(7)$(6)$(340)$(240)$(21)$(16)

Employer Contributions

The company sponsors defined benefit pension and OPB plans, as well as defined contribution plans. We fund our defined benefit pension plans annually in a manner consistent with the Employee Retirement Income Security Act of 1974, as amended by the Pension Protection Act of 2006.

Contributions made by the company to its retirement plans are as follows:

Three Months Ended September 30Nine Months Ended September 30
$ in millions2026202520262025
Defined benefit pension plans$24$25$66$67
OPB plans572627
Defined contribution plans145133532517

9. STOCK COMPENSATION PLANS AND OTHER COMPENSATION ARRANGEMENTS

Stock Awards

The following table presents the number of restricted stock rights (RSRs), restricted performance stock rights (RPSRs), and market stock units (MSUs) granted to employees under the company’s long-term incentive stock plan and the grant date aggregate fair value of those stock awards for the periods presented:

Nine Months Ended September 30
in millions20262025
RSRs granted0.10.1
RPSRs/MSUs granted0.10.1
Grant date aggregate fair value$168$104

RSRs typically vest on the third anniversary of the grant date, while RPSRs and MSUs generally vest and pay out based on the achievement of certain performance metrics and/or market conditions over a three-year period for RPSRs and through December 31, 2031 for MSUs.

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Cash Awards

The following table presents the minimum and maximum aggregate payout amounts related to cash units (CUs) and cash performance units (CPUs) granted to employees in the periods presented:

Nine Months Ended September 30
$ in millions20262025
Minimum aggregate payout amount$—$35
Maximum aggregate payout amount163199

CUs typically vest and settle in cash on the third anniversary of the grant date, while CPUs generally vest and pay out in cash based on the achievement of certain performance metrics over a three-year period. During the nine months ended September 30, 2026, there were no CUs granted to employees.

10. SEGMENT INFORMATION

The company is aligned in four operating sectors, which also comprise our reportable segments: Aeronautics Systems, Defense Systems, Mission Systems and Space Systems. We generally organize our segments based on the nature of products and services offered.

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The following table presents sales, operating costs and expenses, and operating income by segment:

Three Months Ended September 30Nine Months Ended September 30
$ in millions2026202520262025
Aeronautics Systems
Sales$3,575$3,142$10,377$9,070
Operating costs and expenses:
Product2,4632,1087,1806,575
Service6986902,0481,940
Intersegment3739105112
Aeronautics Systems operating income3773051,044443
Defense Systems
Sales2,3072,0596,2995,855
Operating costs and expenses:
Product1,7171,4834,6684,117
Service287297893940
Intersegment5345148132
Defense Systems operating income250234590666
Mission Systems
Sales3,1553,0939,2669,057
Operating costs and expenses:
Product1,8951,8255,4775,500
Service4404661,3121,383
Intersegment3202871,043857
Mission Systems operating income5005151,4341,317
Space Systems
Sales2,7492,6987,9827,912
Operating costs and expenses:
Product1,9561,9805,8175,702
Service3212979091,021
Intersegment160123473328
Space Systems operating income312298783861
Intersegment profit eliminations(94)(75)(276)(223)
Total segment operating income1,3451,2773,5753,064
FAS/CAS operating adjustment156729193
Unallocated corporate expense(91)(102)(250)(17)
Total operating income1,2691,2423,3543,240
Other (expense) income
Interest expense(158)(161)(481)(490)
Non-operating FAS pension benefit167136499403
Other, net20106124175
Earnings before income taxes$1,298$1,323$3,496$3,328

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FAS/CAS Operating Adjustment

For financial statement purposes, we account for our employee pension plans in accordance with FAS. However, the cost of these plans is charged to our contracts in accordance with applicable Federal Acquisition Regulation (FAR) and CAS requirements. The FAS/CAS operating adjustment reflects the difference between CAS pension expense included as cost in segment operating income and the service cost component of FAS expense included in total operating income.

Unallocated Corporate Expense

Unallocated corporate expense includes the portion of corporate costs not considered allowable or allocable under applicable FAR and CAS requirements, and therefore not allocated to the segments, such as changes in deferred state income taxes and a portion of management and administration, legal, environmental, compensation, retiree benefits, advertising and other corporate unallowable costs. Unallocated corporate expense also includes costs not considered part of management’s evaluation of segment operating performance, such as amortization of purchased intangible assets and the additional depreciation expense related to the step-up in fair value of property, plant and equipment acquired through business combinations, as well as certain compensation and other costs.

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Disaggregation of Revenue

Sales by Customer TypeThree Months Ended September 30Nine Months Ended September 30
2026202520262025
$ in millions$%****(3)$%(3)$%****(3)$%(3)
Aeronautics Systems
U.S. government(1)$2,84680%$2,53082%$8,34981%$7,34682%
International(2)66519%56418%1,85718%1,58618%
Other customers231%6—%551%17—%
Intersegment sales4142116121
Aeronautics Systems sales3,5753,14210,3779,070
Defense Systems
U.S. government(1)1,93486%1,57078%5,26386%4,63281%
International(2)29413%41921%80813%1,01318%
Other customers201%191%621%611%
Intersegment sales5951166149
Defense Systems sales2,3072,0596,2995,855
Mission Systems
U.S. government(1)2,24481%2,16679%6,40380%6,42180%
International(2)48718%55720%1,51419%1,53719%
Other customers381%311%1141%841%
Intersegment sales3863391,2351,015
Mission Systems sales3,1553,0939,2669,057
Space Systems
U.S. government(1)2,41194%2,36693%7,11195%7,02493%
International(2)371%632%1282%1542%
Other customers1235%1325%2153%3675%
Intersegment sales178137528367
Space Systems sales2,7492,6987,9827,912
Total
U.S. government(1)9,43585%8,63283%27,12685%25,42384%
International(2)1,48313%1,60315%4,30714%4,29014%
Other customers2042%1882%4461%5292%
Total Sales$11,122$10,423$31,879$30,242

(1) Sales to the U.S. government include sales from contracts for which we are the prime contractor, as well as those for which we are a subcontractor and the ultimate customer is the U.S. government. Each of the company’s segments derives a substantial percentage of its revenue from the U.S. government.

(2) International sales include sales from contracts for which we are the prime contractor, as well as those for which we are a subcontractor and the ultimate customer is an international customer to the extent that information is available to us or can be reasonably estimated. These sales include foreign military sales contracted through the U.S. government.

(3) Percentages calculated based on external customer sales.

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Sales by Contract TypeThree Months Ended September 30Nine Months Ended September 30
2026202520262025
$ in millions$%****(1)$%(1)$%****(1)$%(1)
Aeronautics Systems
Cost-type$1,60745%$1,45447%$4,57345%$4,25448%
Fixed-price1,92755%1,64653%5,68855%4,69552%
Intersegment sales4142116121
Aeronautics Systems sales3,5753,14210,3779,070
Defense Systems
Cost-type1,23455%1,02851%3,46156%3,07754%
Fixed-price1,01445%98049%2,67244%2,62946%
Intersegment sales5951166149
Defense Systems sales2,3072,0596,2995,855
Mission Systems
Cost-type1,13141%1,21944%3,38742%3,78847%
Fixed-price1,63859%1,53556%4,64458%4,25453%
Intersegment sales3863391,2351,015
Mission Systems sales3,1553,0939,2669,057
Space Systems
Cost-type1,29350%1,35153%4,01754%4,45359%
Fixed-price1,27850%1,21047%3,43746%3,09241%
Intersegment sales178137528367
Space Systems sales2,7492,6987,9827,912
Total
Cost-type5,26547%5,05248%15,43848%15,57251%
Fixed-price5,85753%5,37152%16,44152%14,67049%
Total Sales$11,122$10,423$31,879$30,242

(1)Percentages calculated based on external customer sales.

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Sales by Geographic Region*(1)*Three Months Ended September 30Nine Months Ended September 30
2026202520262025
$ in millions$%****(3)$%(3)$%****(3)$%(3)
Aeronautics Systems
United States$2,86981%$2,53682%$8,40482%$7,36382%
Asia/Pacific2517%2217%7437%6477%
Europe39311%32110%1,05110%89110%
Other geographic regions211%221%631%481%
Intersegment sales4142116121
Aeronautics Systems sales3,5753,14210,3779,070
Defense Systems
United States1,95487%1,58979%5,32587%4,69382%
Asia/Pacific1065%1116%2975%2715%
Europe1326%25112%3866%58910%
Other geographic regions562%573%1252%1533%
Intersegment sales5951166149
Defense Systems sales2,3072,0596,2995,855
Mission Systems
United States2,28282%2,19780%6,51781%6,50581%
Asia/Pacific1124%1475%3745%4075%
Europe26610%31812%82010%82010%
Other geographic regions1094%923%3204%3104%
Intersegment sales3863391,2351,015
Mission Systems sales3,1553,0939,2669,057
Space Systems
United States2,53499%2,49898%7,32698%7,39198%
Asia/Pacific14—%251%471%481%
Europe191%281%671%741%
Other geographic regions4—%10—%14—%32—%
Intersegment sales178137528367
Space Systems sales2,7492,6987,9827,912
Total
United States9,63987%8,82085%27,57286%25,95286%
Asia/Pacific4834%5045%1,4615%1,3734%
Europe8107%9188%2,3247%2,3748%
Other geographic regions(2)1902%1812%5222%5432%
Total Sales$11,122$10,423$31,879$30,242

(1)Sales are attributed to countries based on the ultimate customer’s location to the extent that information is available to us or can be reasonably estimated. No country other than the United States represents greater than 10 percent of total company sales.

(2)Other geographic regions are principally comprised of the Middle East.

(3)Percentages calculated based on external customer sales.

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Capital Expenditures and Depreciation and Amortization

The following table presents capital expenditures and depreciation and amortization for each of our reportable segments and for Corporate:

Three Months Ended September 30Nine Months Ended September 30
$ in millions2026202520262025
Capital Expenditures
Aeronautics Systems$106$102$175$250
Defense Systems33217744
Mission Systems4666133152
Space Systems8470211251
Corporate(1)374217991
Total capital expenditures$306$301$775$788
Depreciation and Amortization
Aeronautics Systems$97$92$274$273
Defense Systems4447132132
Mission Systems7371212206
Space Systems9898293261
Corporate(1)6771207194
Total depreciation and amortization$379$379$1,118$1,066

(1)Corporate amounts include the amortization of purchased intangible assets and the additional depreciation expense related to the step-up in fair value of PP&E acquired through business combinations as they are not considered part of management’s evaluation of segment operating performance.

AssetsOur chief operating decision maker (“CODM”) does not use assets by segment to evaluate segment performance or allocate resources. Therefore, we do not disclose assets by segment.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Northrop Grumman Corporation

Falls Church, Virginia

Results of Review of Interim Financial Information

We have reviewed the accompanying condensed consolidated statement of financial position of Northrop Grumman Corporation and subsidiaries (the “Company”) as of September 30, 2026, and the related condensed consolidated statements of earnings and comprehensive income and changes in shareholders’ equity for the three-month and nine-month periods ended September 30, 2026 and 2025, and of cash flows for the nine-month periods ended September 30, 2026 and 2025 and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of Northrop Grumman Corporation and subsidiaries as of December 31, 2025, and the related consolidated statements of earnings and comprehensive income, changes in shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated January 26, 2026, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of December 31, 2025, is fairly stated, in all material respects, in relation to the audited consolidated statement of financial position from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/Deloitte & Touche LLP
McLean, Virginia
October 19, 2026

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