Unresolved Staff Comments
−Removed: NORTHROP GRUMMAN CORPORATION
FORWARD-LOOKING STATEMENTS AND PROJECTIONS
This Annual Report on Form 10-K and the information we are incorporating by reference contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
−Removed: Words such as “will,” “expect,” “anticipate,” “intend,” “may,” “could,” “should,” “plan,” “project,” “forecast,” “believe,” “estimate,” “outlook,” “trends,” “goals” and similar expressions generally identify these forward-looking statements.
+Added: Words such as “will,” “expect,” “anticipate,” “intend,” “may,” “could,” “should,” “plan,” “project,” “forecast,” “believe,” “estimate,” “guidance,” “outlook,” “trends,” “goals” and similar expressions generally identify these forward-looking statements.
Forward-looking statements include, among other things, statements relating to our future financial condition, results of operations and/or cash flows.
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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 under “Risk Factors” and other important factors disclosed in this report and from time to time in our other filings with the SEC.
−Removed: These risks and uncertainties are amplified by the global COVID-19 pandemic, which has caused and will continue to cause significant challenges, instability and uncertainty.
+Added: These risks and uncertainties are amplified by the global macroeconomic, health, security and political environments, including inflationary pressures, labor and supply chain challenges and the COVID-19 pandemic, which have caused and will continue to cause significant challenges, instability and uncertainty.
They include:
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government for a substantial portion of our business
−Removed: • significant delays or reductions in appropriations for our programs, and U.S.
−Removed: government funding and program support more broadly
−Removed: • the use of estimates when accounting for our contracts and the effect of contract cost growth and/or changes in estimated contract revenues and costs
+Added: NORTHROP GRUMMAN CORPORATION
+Added: • significant delays or reductions in appropriations and/or for our programs, and U.S.
+Added: government funding and program support more broadly, including as a result of a prolonged continuing resolution and/or government shutdown, and/or related to hostilities and other global events
+Added: • significant delays or reductions in payments as a result of or related to a breach of the debt ceiling
+Added: • the use of estimates when accounting for our contracts and the effect of contract cost growth and our efforts to recover or offset such costs and/or changes in estimated contract costs and revenues, including as a result of inflationary pressures, labor shortages, supply chain challenges and/or other macroeconomic factors, and risks related to management’s judgments and assumptions in estimating and/or projecting contract revenue and performance which may be inaccurate
+Added: • continued pressures from macroeconomic trends, including inflation, supply chain delays and disruptions, and labor challenges, including on costs, schedules, performance and ability to meet expectations
• increased competition within our markets and bid protests
Legal and Regulatory Risks
−Removed: • investigations, claims, disputes, enforcement actions, litigation and/or other legal proceedings
−Removed: • the improper conduct of employees, agents, subcontractors, suppliers, business partners or joint ventures in which we participate and the impact on our reputation and our ability to do business
−Removed: • changes in procurement and other laws, regulations, contract terms and practices applicable to our industry, findings by the U.S.
−Removed: government as to our compliance with such requirements, and changes in our customers’ business practices globally
+Added: • investigations, claims, disputes, enforcement actions, litigation (including criminal, civil and administrative) and/or other legal proceedings
+Added: • the improper conduct of employees, agents, subcontractors, suppliers, business partners or joint ventures in which we participate, including the impact on our reputation and our ability to do business
+Added: • changes in procurement and other laws, SEC, DoD and other rules and regulations, contract terms and practices applicable to our industry, findings by the U.S.
+Added: government as to our compliance with such requirements, more aggressive enforcement of such requirements and changes in our customers’ business practices globally
• environmental matters, including unforeseen environmental costs and government and third party claims
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Business and Operational Risks
−Removed: • impacts of the COVID-19 pandemic (or future health epidemics, pandemics or similar outbreaks), including potential new variants, case surges or prolonged recovery periods, their effects on the broader environment, and varying related government requirements, on:
−Removed: our business, our ability to maintain a qualified and productive workforce, work slowdowns or stoppages, labor shortages, supply chain and logistics challenges, costs we cannot recover and liabilities for which we are not compensated, performance challenges (including cost and schedule), government funding, changes in government acquisition priorities and processes, government payment rules and practices, insurance challenges, and potential impacts on access to capital, the markets and the fair value of our assets
−Removed: • cyber and other security threats or disruptions faced by us, our customers or our suppliers and other partners
−Removed: • the ability to maintain a qualified workforce with the required security clearances and requisite skills
−Removed: • the performance and financial viability of our subcontractors and suppliers and the availability and pricing of raw materials and components
−Removed: • climate change, its impacts on our company, our operations and our stakeholders (employees, suppliers, customers, shareholders and regulators), and changes in laws, regulations and priorities related to greenhouse gas emissions and other climate change related concerns
−Removed: • our exposure to additional risks as a result of our international business, including risks related to geopolitical and economic factors, suppliers, laws and regulations
−Removed: NORTHROP GRUMMAN CORPORATION
+Added: • impacts related to health epidemics, pandemics, including the COVID-19 pandemic, such as labor, supply chain or financial, schedule or cost impacts (without corresponding recovery), among other impacts
+Added: • cyber and other security threats or disruptions faced by us, our customers or our suppliers and other partners, and changes in related regulations
+Added: • our ability to attract and retain a qualified, talented and diverse workforce with the necessary security clearances to meet our performance obligations
+Added: • the performance and viability of our subcontractors and suppliers and the availability and pricing of raw materials and components, particularly with inflationary pressures, increased costs, shortages in labor and financial resources, supply chain disruptions, and extended material lead times
+Added: • environmental, social and governance matters, including especially climate change, their impacts on our company, our operations and our stakeholders (employees, suppliers, customers, shareholders and regulators), and changes in laws, regulations and priorities related to these issues
+Added: • our exposure to additional risks as a result of our international business, including risks related to global security, geopolitical and economic factors, misconduct, suppliers, laws and regulations
• our ability to meet performance obligations under our contracts, including obligations that require innovative design capabilities, are technologically complex, require certain manufacturing expertise or are dependent on factors not wholly within our control
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• our ability appropriately to exploit and/or protect intellectual property rights
−Removed: • our ability to develop new products and technologies and maintain technologies, facilities, and equipment to win new competitions and meet the needs of our customers
+Added: • our ability to develop new products and technologies, progress digital transformation, and maintain technologies, facilities, and equipment to win new competitions and meet the needs of our customers
+Added: NORTHROP GRUMMAN CORPORATION
General and Other Risk Factors
−Removed: • the adequacy and availability of our insurance coverage, customer indemnifications or other liability protections
−Removed: • the future investment performance of plan assets, changes in actuarial assumptions associated with our pension and other postretirement benefit plans and legislative or other regulatory actions impacting our pension and postretirement benefit obligations
−Removed: • changes in business conditions that could impact business investments and/or recorded goodwill or the value of other long-lived assets
+Added: • the adequacy and availability of, and ability to obtain, insurance coverage, customer indemnifications or other liability protections
+Added: • 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 with our pension and other postretirement benefit plans and legislative or other regulatory actions impacting our pension and postretirement benefit obligations
+Added: • changes in business conditions that could impact business investments and/or recorded goodwill or the value of other long-lived assets, and other potential future liabilities
We urge you to consider the limitations on, and risks associated with, forward-looking statements and not unduly rely on the accuracy of forward-looking statements.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.