NOCNorthrop Grumman

Please expand your discussion to address how the experience of your Lead Independent Director is brought to bear in connection with your board’s role in risk oversight.

We have received the letter dated September 21, 2022 from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) to Northrop Grumman Corporation (the “Company”, “we”, “us”, or “our”). One letter for all the questions, without numbered answers. Read the reply ↗

Please expand upon the role that your Lead Independent Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Independent Director may: • represent the board in communications with shareholders and other stakeholders; or • require board consideration of, and/or override your CEO on, any risk matters.

See the reply above.

Please expand upon how your board administers its risk oversight function. For example, please disclose: • the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you

Rest of the question

re-assess your risk environment; • how the board interacts with management to address existing risks and identify significant emerging risks; and • how your risk oversight process aligns with your disclosure controls and procedures.

See the reply above.

Please tell us if you recognized any impairment losses on receivables or contract assets arising from your contracts with customers. If material, please disclose in the notes to the financial statements the information pursuant to ASC 606-10-50-4b.

We write in response to the letter dated November 2, 2018 from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) to Northrop Grumman Corporation (the “Company”, “we”, “us”, or “our”). This letter sets forth the Company’s responses to that comment letter. For your convenience, we have reprinted the Staff’s original comments in bold, followed by our responses. Please tell us if you recognized any impairment losses on receivables or contract assets arising from your contracts with customers. If material, please disclose in the notes to the financial statements the information pursuant to ASC 606-10-50-4b.

Rest of the letter

The Company recognized impairment losses on receivables and contract assets arising from contracts with customers during the three and nine months ended September 30, 2018; however, none were significant individually or in aggregate. We appreciate the Staff’s comment and, if material in future reporting periods, we will disclose in the notes to the financial statements the information pursuant to ASC 606-10-50-4b. We note for certain of your contracts there is a change in the number of performance obligations under ASC 606 which altered the timing of revenue and margin recognition. Please elaborate for us the nature of such contracts and the changes that resulted from the adoption of ASC 606. The majority of our sales are derived from long-term contracts with the U.S. Government. Prior to our adoption of ASC 606, we principally recognized revenue pursuant to ASC 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts. We adopted ASC 606 using the full retrospective method and recognized a cumulative effect adjustment of $148 million to retained earnings at January 1, 2016. This adjustment was driven by our change to the cost to cost method of accounting for those contracts where we previously did not recognize revenue using a cost input method (largely contracts where we recognized revenue as units were delivered to the customer). Although ASC 606 resulted in a change to the number of performance obligations (i.e., units of accounting) for certain of our contracts, this accounted for less than 5% of the cumulative effect adjustment. Likewise, it did not have a significant impact on our recast revenue and margin in 2016 or 2017. An example of the type of contract that had a change in performance obligations under ASC 606 is one in which the Company is delivering a combination of products and services to the customer in multiple phases (e.g., development, production, and sustainment). In some cases under ASC 605-35, we had previously considered the contract one unit of accounting, but under ASC 606, we considered the individual phases to be distinct deliverables and separate performance obligations. If you would like to speak with us about any of these matters, please do not hesitate to call me at (703) 280-4660.

One letter for all the questions, without numbered answers. Read the reply ↗

We note for certain of your contracts there is a change in the number of performance obligations under ASC 606 which altered the timing of revenue and margin recognition. Please elaborate for us the nature of such contracts and the changes that resulted from the adoption of ASC 606.

See the reply above.