Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: The table below summarizes our repurchases of common stock during the three months ended March 31, 2023.
+Added: The table below summarizes our repurchases of common stock during the three months ended June 30, 2023.
Period Total Number
7 unchanged sentences
($ in millions)
−Removed: January 1, 2023 - January 27, 2023 150,723 $ 477.68 150,723 $ 2,561
−Removed: January 28, 2023 - February 24, 2023 1,049,133 443.06 1,049,133 2,096
−Removed: February 25, 2023 - March 31, 2023 187,828 457.54 187,828 2,010
−Removed: Total 1,387,684 $ 448.78 1,387,684 $ 2,010
+Added: April 1, 2023 - April 28, 2023 310,435 NM (2)
+Added: 310,435 $ 1,851
+Added: April 29, 2023 - May 26, 2023 187,883 $ 442.25 187,883 1,768
+Added: May 27, 2023 - June 30, 2023 130,374 $ 447.76 130,374 1,710
+Added: Total 628,692 NM (2)
+Added: 628,692 $ 1,710
(1) Includes commissions paid.
−Removed: (2) During the first quarter of 2023, the company entered into an accelerated share repurchase (ASR) agreement with Bank of America, N.A.
−Removed: 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.
+Added: (2) During the first quarter of 2023, the company entered into an accelerated share repurchase (ASR) agreement with Bank of America, N.A., which was completed on April 27, 2023.
+Added: Pursuant to the terms of the ASR, a total of approximately 1.1 million shares of our common stock were repurchased with an average final purchase price of $458.28 (0.9 million shares in February 2023 and 0.2 million shares in April 2023).
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.
1 unchanged sentence
See Note 2 to the financial statements for further information on our share repurchase programs.
−Removed: NORTHROP GRUMMAN CORPORATION
−Removed: 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.
−Removed: 4.2 F orm of 4.700% Senior Note due 2033 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.
−Removed: 2 to Form 8-K filed Febr u a ry 8, 2023, File No.
−Removed: 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.
−Removed: *+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
−Removed: *+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
−Removed: *+10.3 Group Personal Excess Liability Policy effective January 1, 2023
−Removed: *15 Letter from Independent Registered Public Accounting Firm
−Removed: *31.1 Certification of Kathy J.
−Removed: Warden pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: *31.2 Certification of David F.
−Removed: Keffer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: **32.1 Certification of Kathy J.
−Removed: Warden pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: **32.2 Certification of David F.
−Removed: Keffer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: *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):
−Removed: (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.
−Removed: The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: *104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
−Removed: + Management contract or compensatory plan or arrangement
−Removed: * Filed with this report
−Removed: ** Furnished with this report
−Removed: NORTHROP GRUMMAN CORPORATION
−Removed: 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.
−Removed: NORTHROP GRUMMAN CORPORATION
−Removed: /s/ Michael A.
−Removed: Corporate Vice President, Controller and
−Removed: Chief Accounting Officer
−Removed: (Principal Accounting Officer)
−Removed: April 26, 2023
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.