Item 15. Exhibits, Financial Statement Schedules
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Item 15. Exhibits, Financial Statement Schedules
(a)1. Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
Financial Statements
Consolidated Statements of Earnings and Comprehensive Income
Consolidated Statements of Financial Position
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Shareholders’ Equity
Notes to Consolidated Financial Statements
- Financial Statement Schedules
All schedules have been omitted because they are not applicable, not required, or the information has been otherwise supplied in the consolidated financial statements or notes to the consolidated financial statements.
- Exhibits
| 3(a) | Restated Certificate of Incorporation of Northrop Grumman Corporation, dated May 15, 2024 (incorporated by reference to Exhibit 3.1 to Form 8-K filed May 16, 2024) |
| 3(b) | 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) |
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NORTHROP GRUMMAN CORPORATION
| 4(l) | Indenture between TRW Inc. (predecessor-in-interest to Northrop Grumman Systems Corporation) and Mellon Bank, N.A., as trustee, dated as of May 1, 1986 (incorporated by reference to Exhibit 2 to the Form 8-A Registration Statement of TRW Inc. dated July 3, 1986) |
| 4(m) | First Supplemental Indenture between TRW Inc. (predecessor-in-interest to Northrop Grumman Systems Corporation) and Mellon Bank, N.A., as trustee, dated as of August 24, 1989 (incorporated by reference to Exhibit 4(b) to Form S-3 Registration Statement No. 33-30350 of TRW Inc.) |
-93-
NORTHROP GRUMMAN CORPORATION
| 4(t) | Indenture dated as of November 21, 2001, between Northrop Grumman Corporation and JPMorgan Chase Bank, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed November 21, 2001) |
| 4(w) | Form of Northrop Grumman Corporation’s 5.050% Senior Note due 2040 (incorporated by reference to Exhibit C to Exhibit 4(a) to Form 8-K filed November 8, 2010) |
| 4(aa) | Form of 4.750% Senior Note due 2043 (incorporated by reference to Exhibit C to Exhibit 4(a) to Form 8-K filed May 31, 2013) |
-94-
NORTHROP GRUMMAN CORPORATION
| 4(cc) | Form of 3.850% Senior Note due 2045 (incorporated by reference to Exhibit A to Exhibit 4.1 to Form 8-K filed February 6, 2015) |
| 4(ee) | Form of 3.200% Senior Note due 2027 (incorporated by reference to Exhibit A to Exhibit 4.1 to Form 8-K filed December 1, 2016) |
| 4(hh) | Form of 3.250% Senior Note due 2028 (incorporated by reference to Exhibit D to Exhibit 4.1 to Form 8-K filed October 13, 2017) |
| 4(ii) | Form of 4.030% Senior Note due 2047 (incorporated by reference to Exhibit E to Exhibit 4.1 to Form 8-K filed October 13, 2017) |
| 4(jj) | Form of 4.400% Senior Note due 2030 (incorporated by reference to Exhibit 4.1 to Form 8-K filed March 24, 2020) |
| 4(kk) | Form of 5.150% Senior Note due 2040 (incorporated by reference to Exhibit 4.1 to Form 8-K filed March 24, 2020) |
| 4(ll) | Form of 5.250% Senior Note due 2050 (incorporated by reference to Exhibit 4.1 to Form 8-K filed March 24, 2020) |
| 4(nn) | Form of 7.875% Senior Note due 2026 (incorporated by reference to Exhibit A in Exhibit 4.1 to Form 8-K filed September 3, 2021) |
| 4(oo) | Form of 7.750% Senior Note due 2026 (incorporated by reference to Exhibit B in Exhibit 4.1 to Form 8-K filed September 3, 2021) |
| 4(pp) | Form of 6.650% Senior Note due 2028 (incorporated by reference to Exhibit C in Exhibit 4.1 to Form 8-K filed September 3, 2021) |
| 4(qq) | Form of 7.750% Senior Note due 2029 (incorporated by reference to Exhibit D in Exhibit 4.1 to Form 8-K filed September 3, 2021) |
| 4(rr) | Form of 7.750% Senior Note due 2031 (incorporated by reference to Exhibit E in Exhibit 4.1 to Form 8-K filed September 3, 2021) |
| 4(ss) | Form of 6.980% Senior Note due 2036 (incorporated by reference to Exhibit F in Exhibit 4.1 to Form 8-K filed September 3, 2021) |
| 4(tt) | Description of Securities (incorporated by reference to Exhibit 4(ll) to Form 10-K for the year ended December 31, 2019, filed January 30, 2020) |
-95-
NORTHROP GRUMMAN CORPORATION
| 4(vv) | Form of 4.700% Senior Note due 2033 (incorporated by reference to Exhibit A included in Exhibit 4.1 to Form 8-K filed February 8, 2023) |
| 4(ww) | Form of 4.950% Senior Note due 2053 (incorporated by reference to Exhibit B included in Exhibit 4.1 to Form 8-K filed February 8, 2023) |
| 4(yy) | Form of 4.600% Senior Note due 2029 (incorporated by reference to Exhibit A included in Exhibit 4.1 to Form 8-K filed January 31, 2024) |
| 4(zz) | Form of 4.900% Senior Note due 2034 (incorporated by reference to Exhibit B included in Exhibit 4.1 to Form 8-K filed January 31, 2024) |
-96-
NORTHROP GRUMMAN CORPORATION
-97-
NORTHROP GRUMMAN CORPORATION
| ‘+10(h) | Northrop Grumman 2024 Long-Term Incentive Stock Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed May 16, 2024) |
| ‘+10(k) | Non-Employee Director Compensation Term Sheet, effective May 15, 2024 (incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended June 30, 2025, filed July 25, 2024) |
| ‘+10(l) | Non-Employee Director Compensation Term Sheet, effective May 21, 2025 (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2025, filed July 22, 2025) |
| ‘+10(r) | Executive Long-Term Disability Insurance Policy dated January 1, 2019 (incorporated by reference to Exhibit 10.5 to Form 10-Q for the quarter ended March 31, 2019, filed April 24, 2019) |
-98-
NORTHROP GRUMMAN CORPORATION
| ‘+10(s) | Executive Supplemental Individual Disability Insurance Plan dated June 10, 2022 |
| ‘+10(t) | Group Personal Excess Liability Policy effective as of January 1, 2025 (incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended March 31, 2025, filed April 22, 2025) |
| ‘*+10(u) | Letter dated November 3, 2025 from Northrop Grumman Corporation to John Greene regarding compensation effective January 7, 2026 |
| *21 | Subsidiaries |
| *23 | Consent of Independent Registered Public Accounting Firm |
| *24 | Power of Attorney |
| *31.1 | Certification of Kathy J. Warden pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| *31.2 | Certification of John T. Greene 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 John T. Greene pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| *97 | Northrop Grumman Policy Regarding the Recoupment of Certain Incentive Compensation Payments (updated effective December 9, 2025) |
| *101 | Northrop Grumman Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted as inline XBRL (Extensible Business Reporting Language); (i) the Cover Page, (ii) Cybersecurity (iii) the Consolidated Statements of Earnings and Comprehensive Income, (iii) Consolidated Statements of Financial Position, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Shareholders’ Equity (vi) Notes to Consolidated Financial Statements, and (vii) Certain Trading Agreements. 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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