NORTHROP GRUMMAN CORP /DE/ 10-Q

Item 5. Other Information Consistent with Item 408 of Regulation S-K, the following table reflects Rule 10b5-1 trading arrangements and non-Rule 10b5-1 trading arrangements (as defined in Item 408) entered into during the quarter ended June 30, 2023. -34- Table of Contents NORTHROP GRUMMAN CORPORATION Name (Title) Type of Trading Arrangement Date of Adoption or Termination Expiration Date of Trading Arrangement Aggregate Number of Securities to Be Purchased or Sold Michael A. Hardesty Rule 10b5-1 Trading Arrangement May 3, 2023 Until May 1, 2024 or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution) or the occurrence of such other termination events as specified in the plan. Sale of 140 shares of common stock Sale of shares to be received upon payout of 2021 RPSRs and RSRs (1) Gift of up to 800 shares of common stock (Corporate Vice President, Controller and Chief Accounting Officer) (1) The aggregate number of shares to be sold will depend, in part, on future company performance. -35- Table of Contents NORTHROP GRUMMAN CORPORATION Item 6. Exhibits 3.1 Amended and Restated Certificate of Incorporation of Northrop Grumman Corporation dated May 17, 2023 (incorporated by reference to Exhibit 3.1 to Form 8-K, filed May 19, 2023, File No. 001-16411) 3.2 Amended and Restated Bylaws of Northrop Grumman Corporation dated May 17, 2023 (incorporated by reference to Exhibit 3.2 to Form 8-K filed May 19, 2023, File No. 001-16411) *+10.1 Non-Employee Director Compensation Term Sheet, effective May 17, 2023 *+10.2 Northrop Grumman Savings Excess Plan (Amended and Restated Effective as of July 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 June 30, 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 -36- Table of Contents 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: July 26, 2023 -37-