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.