X0303 4 2011-03-31 0 0001133421 NORTHROP GRUMMAN CORP /DE/ NOC 0001316632 LIVANOS ALEXANDER C 1840 CENTURY PARK EAST LOS ANGELES CA 90067 0 1 0 0 Corp VP & Chf Tech Officer Common Stock 2011-03-31 4 A 0 3506 0 A 67455 D Stock Option (Right-to-Buy) 47.99 2011-03-31 4 A 0 3828 A 2014-06-14 Common Stock 3828 3828 D Stock Option (Right-to-Buy) 48.55 2011-03-31 4 A 0 4375 A 2015-02-07 Common Stock 4375 4375 D Stock Option (Right-to-Buy) 59.52 2011-03-31 4 A 0 43750 A 2016-02-15 Common Stock 43750 43750 D Stock Option (Right-to-Buy) 65.70 2011-03-31 4 A 0 35000 A 2017-02-28 Common Stock 35000 35000 D Stock Option (Right-to-Buy) 73.90 2011-03-31 4 A 0 56985 A 2015-02-27 Common Stock 56985 56985 D Stock Option (Right-to-Buy) 41.14 2011-03-31 4 A 0 76563 A 2016-02-17 Common Stock 76563 76563 D Stock Option (Right-to-Buy) 54.46 2011-03-31 4 A 0 59664 A 2017-02-16 Common Stock 59664 59664 D Stock Option (Right-to-Buy) 63.22 2011-03-31 4 A 0 28686 A 2018-02-15 Common Stock 28686 28686 D On March 30, 2011, New P, Inc., now renamed "Northrop Grumman Corporation" ("Issuer"), became the successor issuer of Northrop Grumman Corporation ("Old Northrop Grumman"), now renamed "Titan II Inc.", pursuant to a merger. As a result of the merger, each holder of Old Northrop Grumman common stock received the identical number and percentage of the outstanding shares of common stock of Issuer as they owned of Old Northrop Grumman prior to the merger. Pursuant to anti-dilution provisions of this grant, the number of shares subject to it (and for options, the exercise price) was adjusted in conjunction with the Issuer's spin-off of Huntington Ingalls Industries, Inc. The terms of the adjustment were approved by the Issuer's Board of Directors. Total amount includes 13,343 unvested Restricted Performance Stock Rights ("RPSRs") granted under the 2001 Long-Term Incentive Stock Plan ("LTISP") on 2/17/09, with a valuation of performance measurement period ("measurement period") ending on 12/31/11; 14,109 unvested RPSRs granted under the LTISP on 2/16/10, with the measurement period ending on 12/31/12; 6,741 unvested RPSRs granted under the LTISP on 2/15/11 with the measurement period ending on 12/31/13; and 6,741 Restricted Stock Rights granted under the LTISP on 2/15/11 and cliff vests 100% on the fourth anniversary from the grant date on 2/15/15. Grants awarded pursuant to Rule 16b-3(d). The option is fully exercisable. Granted without payment by grantee. The option vests over a period of three years to the extent of one-third (33%) annual equal installments on 2/17/10, 2/17/11 and 2/17/12. The option vests over a period of three years to the extent of one-third (33%) annual equal installments on 2/16/11, 2/16/12 and 2/16/13. The option vests over a period of three years to the extent of one-third (33%) annual equal installments on 2/15/12, 2/15/13 and 2/15/14. /s/ Kathleen M. Salmas, Attorney-in-Fact for Alexander C. Livanos 2011-04-04