X0306 4 2019-02-19 0001133421 NORTHROP GRUMMAN CORP /DE/ NOC 0001539147 Bedingfield Kenneth L 2980 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 1 Corp VP, CFO Common Stock 2019-02-19 4 M 0 4943.0000 0.0000 A 44842.8200 D Common Stock 2019-02-19 4 F 0 2388.0000 287.3500 D 42454.8200 D Restricted Stock Rights 2019-02-19 4 M 0 4943.0000 0.0000 D Common Stock 4943.0000 11137.0000 D In accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), because the third anniversary of the grant (February 17, 2019) fell on a weekend, the award shares vested on February 19, 2019, the next business day. The vested award shares were valued based on the Company's closing stock price on February 19, 2019. The shares will be distributed into the participant's account on February 20, 2019. Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/17/16 that vested on 2/19/19. Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e). Each 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. 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; and 4,146 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20. /s/ Jennifer C. McGarey, Attorney-in-Fact 2019-02-21