X0306 4/A 2018-02-13 2018-02-15 0001133421 NORTHROP GRUMMAN CORP /DE/ NOC 0001559097 Caylor Mark A 2980 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 1 Corp VP & Pres, Mission System Common Stock 2018-02-13 4 M 0 10357.5000 0.0000 A 35242.3100 D Common Stock 2018-02-13 4 F 0 4917.0000 0.0000 D 30325.3100 D Restricted Performance Stock Rights 2018-02-13 4 M 0 10357.5000 0.0000 D Common Stock 10357.5000 23666.0000 D Shares expected to be issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/18/15 with a valuation of performance measurement period ("measurement period") that ended 12/31/17. RPSRs to be settled at 150% of target. The shares are anticipated to be distributed into the participant's account on February 26, 2018. Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e). Amendment filed to correct the number of shares surrendered. Each RPSR represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the application performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d). Total amount includes 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 7,626 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; and 9,079 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18. /s/ Jennifer C. McGarey, Attorney-in-Fact 2018-02-15