Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The table below summarizes our repurchases of common stock during the three months ended March 31, 2023.
Period Total Number
of Shares
Purchased Average Price
Paid per
Share (1)(2)
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs Approximate
Dollar Value of
Shares that May
Yet Be Purchased
under the
Plans or Programs
($ in millions)
January 1, 2023 - January 27, 2023 150,723 $ 477.68 150,723 $ 2,561
January 28, 2023 - February 24, 2023 1,049,133 443.06 1,049,133 2,096
February 25, 2023 - March 31, 2023 187,828 457.54 187,828 2,010
Total 1,387,684 $ 448.78 1,387,684 $ 2,010
(1) Includes commissions paid.
(2) During the first quarter of 2023, the company entered into an accelerated share repurchase (ASR) agreement with Bank of America, N.A. to repurchase $500 million of the company's common stock and received an initial delivery of shares representing 80 percent of the share repurchase agreement.
Share repurchases take place from time to time, subject to market 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.
See Note 2 to the financial statements for further information on our share repurchase programs.
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NORTHROP GRUMMAN CORPORATION
Item 6. Exhibits
4.1 Eleventh Supplemental Indenture, dated as of February 8, 2023, between Northrop Grumman Corporation and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Trustee, to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4.1 to Form 8-K filed February 8, 2023, File No. 001-16411)
4.2 F orm of 4.700% Senior Note due 2033 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4. 2 to Form 8-K filed Febr u a ry 8, 2023, File No. 001-16411)
4.3 F orm of 4.950 % Senior Note due 2053 (included in Exhibit 4.1) (inc orporated by reference to Exhibit 4.3 to Form 8-K filed February 8, 2023, File No. 001-16411)
*+10.1 2023 Restricted Stock Rights Grant Agreement Specifying Terms and Conditions Applicable to 2023 Restricted Stock Rights Granted under the 2011 Long-Term Incentive Stock Plan
*+10.2 2023 Restricted Performance Stock Rights Grant Agreement Specifying Terms and Conditions Applicable to 2023 Restricted Performance Stock Rights Granted under the 2011 Long-Term Incentive Stock Plan
*+10.3 Group Personal Excess Liability Policy effective January 1, 2023
*15 Letter from Independent Registered Public Accounting Firm
*31.1 Certification of Kathy J. Warden pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2 Certification of David F. Keffer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
**32.1 Certification of Kathy J. Warden pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**32.2 Certification of David F. Keffer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*101 Northrop Grumman Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted as inline XBRL (Extensible Business Reporting Language): (i) the Cover Page, (ii) Condensed Consolidated Statements of Earnings and Comprehensive Income, (iii) Condensed Consolidated Statements of Financial Position, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Changes in Shareholders’ Equity, and (vi) Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+ Management contract or compensatory plan or arrangement
* Filed with this report
** Furnished with this report
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NORTHROP GRUMMAN CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NORTHROP GRUMMAN CORPORATION
(Registrant)
By:
/s/ Michael A. Hardesty
Michael A. Hardesty
Corporate Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
Date: April 26, 2023
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