X0306 4 2019-02-13 0001133421 NORTHROP GRUMMAN CORP /DE/ NOC 0001539147 Bedingfield Kenneth L 2980 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 1 Corp VP, CFO Common Stock 2019-02-13 4 M 0 12529.2500 0.0000 A 45426.8200 D Common Stock 2019-02-13 4 F 0 5527.0000 0.0000 D 39899.8200 D Restricted Performance Stock Rights 2019-02-13 4 A 0 10672.2500 0.0000 A Common Stock 10672.2500 38442.2500 D Restricted Performance Stock Rights 2019-02-13 4 M 0 12529.2500 0.0000 D Common Stock 12529.2500 25913.0000 D Restricted Stock Rights 2019-02-13 4 A 0 3830.0000 0.0000 A Common Stock 3830.0000 16080.0000 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 2/17/16 with a valuation of performance measurement period ("measurement period") that ended 12/31/18. RPSRs to be settled at 115% of target. The shares are anticipated to be distributed into the participant's account on February 14, 2019. Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e) 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 applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d). The RPSRs acquired include (i) 1,634.25 vested RPSRs with respect to the measurement period ended 12/31/18 acquired due to settlement of the 2016 RPSRs held at 115% of the target award and (ii) 9,038 unvested RPSRs granted under the LTISP on 2/13/19 with a measurement period ending on 12/31/21. Total amount includes 12,529.25 vested RPSRs granted under the LTISP on 2/17/16 with a measurement period ended on 12/31/18; 9,038 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 9,914 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19. Total amount includes 9,038 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 9,914 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19. Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock. The RSRs were granted under the LTISP on 2/13/19 and will vest on 2/13/22. Total amount includes 3,830 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 3,161 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 4,146 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; and 4,943 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19. /s/ Jennifer C. McGarey, Attorney-in-Fact 2019-02-15