April 2, 2021 On behalf of the Board of Directors and management team, we cordially invite you to attend Northrop Grumman Corporation's 2021 Annual Meeting of Shareholders. In light of the ongoing COVID-19 pandemic we have scheduled this year's meeting to be held in a virtual only format on Wednesday, May 19, 2021 beginning at 8:00 a.m., Eastern Daylight Time, to help protect the health and well- being of all our stakeholders. We look forward to engaging with those of you who are able to attend our virtual meeting. At this meeting, shareholders will vote on matters set forth in the accompanying Notice of 2021 Annual Meeting of Shareholders and Proxy Statement. We will also provide a report on our Company. Together with our suppliers and partners, we operated through the pandemic, executed well on our programs, and won new business that strengthens our foundation for the future. We began the year operating in a new sector structure that aligned our unique capabilities in space, missiles, advanced weapons, mission systems, and aeronautics. Our 2020 results demonstrate that our strategy is creating value. We captured approximately $53 billion in new awards, which increased total backlog by 25% to $81 billion; sales rose 9%, diluted EPS increased 44%, MTM-adjusted diluted EPS* increased 11.5%, cash provided by operating activities totaled $4.3 billion after a $750 million discretionary pension contribution, and adjusted free cash flow* increased 18% to $3.7 billion. We continued to execute a balanced capital deployment strategy that prioritizes investing in our business, maintaining a strong balance sheet, and returning cash to our shareholders. We increased internal R&D spending to $1.1 billion and capital expenditures rose to $1.4 billion to support continued innovation and affordability for our customers. We again strengthened our balance sheet by making a $750 million voluntary contribution to our pension plans. Our robust cash generation also enabled the return of $1.4 billion to our shareholders through dividends and share repurchases, and we raised our quarterly dividend by approximately 10%, our 17th consecutive annual increase, a notable accomplishment in last year's challenging environment. In December, we announced the divestiture of our IT services business for $3.4 billion. This latest portfolio shaping action sharpens our focus on growing core businesses where technology and innovation are key differentiators to address our customers' most challenging national security missions. The proceeds from this sale, along with substantial cash on our balance sheet, will enable continued investment in our business, deleveraging of our balance sheet and return of cash to shareholders. While delivering strong financial results is a primary focus of our Company, we continue to strengthen our culture through leading environmental, social and governance practices. Female representation on our Board continues to exceed more than 30%. During the period from 2010 to 2020, women on our senior executive team increased from 8% to 55%, and at the vice president level from 16% to 32%. DiversityInc named us one of their Top 50 Companies for Diversity for the 11th year in a row; we were named as one of Equileap's top 25 companies on the S&P 500 for gender equality; and were included on the 2020 Best of the Best Top Supplier Diversity Programs by U.S. Veterans magazine. In addition, we were included for the fifth consecutive year in the Dow Jones Sustainability Index for North America; and we maintained our leadership score in CDP's 2020 climate change program for the ninth consecutive year. We continue to be actively engaged with our shareholders to ensure our governance, compensation and sustainability practices are well designed to support long-term profitable growth and value creation for all our stakeholders. Your vote is important. Your proxy or voting instruction card includes specific information regarding the several ways to vote your shares. We encourage you to vote as soon as possible. You may vote over the internet, by telephone or mobile device, or by mailing a proxy or voting instruction card. Thank you for your support and continued interest in Northrop Grumman Corporation.

Kathy Warden Donald E. Felsinger

Chairman, Chief Executive Officer and President Lead Independent Director

* This metric is a non-GAAP financial measure. For more information, see "Appendix A - Use of Non-GAAP Financial Measures."

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT l

Noticeof2021 Annual Meeting of Shareholders

Wednesday, May 19, 2021 8:00 a.m., Eastern Daylight Time

The 2021 Annual Meeting of Shareholders (AnnualMeeting)ofNorthrop GrummanCorporation(Company)will be heldon Wednesday,May 19,2021at8:00a.m., EasternDaylight Time. In lightofthe COVID-19pandemic, we will holdour Annual Meetinginavirtualonly format to helpprotectthe healthand well-being of allour stakeholders. • Youwill be able to voteat, and participate in, theAnnual Meeting by visiting www.meetingcenter.io/241697037. • Certain materials customarily made available at shareholder meetings (including the proxymaterials and our shareholder list) will be available during the virtual meeting. • Additional details regarding the logistics ofthe meeting can be found in the accompanying Proxy Statement, onthe Investor Relations section of ourwebsite (www.northropgrumman.com) and www.edocumentview.com/noc. Shareholders of record at theclose of businessonMarch23, 2021 are entitled to vote at theAnnualMeeting.The followingitems are on theagenda: 1. The election of the 12 nominees named in the accompanying Proxy Statement; 2. Aproposal to approve,onanadvisorybasis, thecompensation of ourNamedExecutive Officers; 3. Aproposal to ratify theappointment of Deloitte&Touche LLP as our IndependentAuditor for theyearending December 31,2021; 4. Ashareholderproposal that theCompany assess and report on potential humanrightsimpacts that could result from governments' use of ourproducts and services, including in conflict-affectedareas; 5. Ashareholderproposal to movetoa10% ownership threshold for shareholders to request actionbywritten consent; and 6. Any otherbusiness as mayproperly come beforethe Annual Meeting or any adjournment or postponement thereof by or at thedirection of the Board of Directors. We encourage all shareholders to voteonthe matters describedinthe accompanying Proxy Statement prior to theAnnualMeeting. Please see the section entitled"Questionsand Answers Aboutthe Annual Meeting"onpage 84 for information about voting over theinternet,bytelephone or mobiledevice, or by mailingaproxyorvoting instruction card.

By order of theBoardofDirectors,

Jennifer C. McGarey CorporateVice Presidentand Secretary April2,2021

ImportantNotice Regarding the AvailabilityofProxy Materials for the Shareholders MeetingtobeheldonMay 19, 2021: The Proxy Statement for the 2021 AnnualMeeting of Shareholders and theAnnual Report for the year ended December 31, 2020are available at: www.edocumentview.com/noc.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I

TABLE OF CONTENTS

PROXYSTATEMENT SUMMARY 1

PROPOSAL ONE: ELECTION OF DIRECTORS 7 2021 Nominees forDirector...... 7

CORPORATE GOVERNANCE 14 Overview...... 14 Role of theBoard...... 14 Board Leadership Structure...... 16 Committees of theBoard of Directors...... 17 Board Meetingsand Executive Sessions...... 20 Meeting Attendance...... 20 DirectorIndependence...... 20 Board Composition andDirector Nominations...... 21 DirectorElection Process...... 22 Director Qualifications...... 22 Director Orientation and ContinuingEducation...... 22 BoardMembership and ExternalRelationships...... 23 Effect of Failure to Receive the RequiredVote orObtainand Retain Security Clearance...... 23 BoardSelf-Evaluation...... 23 Succession Planning...... 24 Departure and Election ofDirectors...... 24 Communications with the Board of Directors...... 25 Corporate Responsibilityand Sustainability...... 25 Human Rights...... 27 CompanyCulture...... 27

COMPENSATION OF DIRECTORS 29 StockOwnership Requirementsand Anti-Hedging and PledgingPolicy...... 30 2020DirectorCompensation...... 31

TRANSACTIONS WITH RELATED PERSONS AND CONTROL PERSONS 33 Related Person Transactions...... 33 Compensation Committee Interlocksand Insider Participation...... 34 IndemnificationAgreements...... 34

VOTINGSECURITIES AND PRINCIPALHOLDERS 35 Stock OwnershipofCertain Beneficial Owners...... 35 StockOwnershipofOfficers andDirectors...... 36

EQUITY COMPENSATION PLAN INFORMATION 37

PROPOSAL TWO:ADVISORY VOTE ON COMPENSATION OF NAMEDEXECUTIVE OFFICERS 38

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I i TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS 39 ExecutiveSummary...... 40 KeyPrinciples...... 44 KeyComponentsofOur Programs...... 48

COMPENSATION COMMITTEE REPORT 57

COMPENSATION TABLES 58 SummaryCompensation Table...... 58 GrantsofPlan-Based Awards Table...... 60 OutstandingEquityAwards Table...... 61 StockVested Table...... 62 Pension Benefits...... 63 Nonqualified Deferred Compensation Table...... 68

TERMINATION PAYMENTS AND BENEFITS 70 Termination Payment Table...... 72

CEO PAY RATIO 74

PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR 75 Audit Feesand All Other Fees...... 75 PolicyonAudit Committee Pre-Approval of Auditand Permissible Non-Audit Services...... 75

AUDIT AND RISK COMMITTEE REPORT 77

PROPOSAL FOUR: SHAREHOLDER PROPOSAL 78

PROPOSAL FIVE: SHAREHOLDER PROPOSAL 81

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING 84

MISCELLANEOUS 87 Voting on Other Matters...... 87 Shareholder Proposals for the 2022Annual Meeting...... 87 Shareholder Nominations for DirectorElection atthe 2022 AnnualMeeting...... 87 Householding Information...... 87 CostofSolicitingProxies...... 88 Available Information...... 88 IncorporationbyReference...... 88 Annual Report...... 88

APPENDIXA-USE OF NON-GAAP FINANCIAL MEASURES A-1

ii I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT PROXYSTATEMENT SUMMARY

Thissummary highlightsinformation containedelsewhereinthis Proxy Statement,reflecting certain business, compensation and corporategovernancehighlights.For additional information aboutthese topics,please refertothe discussions containedinthis Proxy Statement and in ourAnnual Report on Form10-Kfor the year endedDecember31, 2020 (2020Form10-K)filed with the UnitedStates(U.S.) Securities andExchangeCommission (SEC)onJanuary28, 2021.Please also refertoour SustainabilityReport whichcan be foundonour websiteatwww.northropgrumman.com/sustainabilityreport. ThisProxy Statement contains certain non- GAAP financial measures, whichare identifiedwithasterisks. For more information, including definitions, reconciliationstothe most directlycomparable GAAP (accounting principles generally accepted in theUnitedStatesofAmerica) measureand why we believe these measures maybeusefultoinvestors, see "AppendixA-Use of Non-GAAPFinancial Measures." We intend tomail aNoticeof Internet Availability of ProxyMaterials to shareholders of record and to make this Proxy Statement and accompanying materials availableonthe internet on or about April2,2021.

2020 Performance Highlights (page 41)

2020 was an outstandingyear for our Company.Webegan theyearoperating in anew sector structure that alignedour unique capabilitiesinspace,missiles,advanced weapons, mission systems and aeronautics. Our financial resultsdemonstratethat our strategyiscreating value for our shareholders, customersand employees. 2020 salesrose 9%, operatingincomeincreased 2%,segment operating income* increased 5%,diluted earnings pershare increased 44%and MTM-adjusteddiluted earnings pershare*increased 11.5%. Sales growth reflectshigherrevenue at all four of our sectors, with topline increases of 18%atSpaceSystemsand 9% at AeronauticsSystems. We capturednearly $53billioninnew business, 1.4 times2020sales, andour total backlog increased 25%toapproximately $81billion. 2020 was the thirdconsecutive year that our new awards exceededsales. Cash provided by operating activitiestotaled$4.3billionafter the $750 million discretionary pension contribution,and adjusted freecash flow*increased18% to$3.7billion. Ourstrong cash generationenabledustocontinue deploying cashfor the benefitofour customers, shareholdersand employees. In 2020,our capital expenditures totaled$1.4billion, andweinvested $1.1 billioninR&D. We areinvesting to strengthen the foundation for long-termprofitable growth and driveaffordability for our customers. We returned$1.4billion to ourshareholders through dividends andsharerepurchases. We increased our quarterlydividendbyapproximately 10%to$1.45 pershare, and reduced our weighted averagesharecountby1%.

Share $4.3 billion Cash Diluted EPS 9% Sales increase repurchases and $1.4 billion Provided by increases 44% to to $36.8 billion dividends total Capital Operations after $19.03; MTM- $1.4 billion; Expenditures pension adjusted diluted Totalbacklog ~10% increase in contribution * Internal R&D EPS increases increases 25% to quarterly spending of $1.1 $3.7 billion 11.5% to $23.65 ~$81 billion dividendper billion Adjusted Free share Cash Flow*

*Thismetricisanon-GAAP financial measure. For more information, see "AppendixA-Use of Non-GAAP Financial Measures."

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 1 PROXYSTATEMENT SUMMARY

2020 Executive Compensation Highlights (page40)

We are committedtoperformance-based executive compensation programs thatalign with shareholders' interestsand our strategy of investingfor and deliveringlong-termprofitable growth.In2020, despitethe unique and challenging conditions that stemmed fromthe COVID-19pandemic, we havecontinued to maintain robust pay-for-performancepractices. Allincentiveplan performance payouts reflect our performanceagainst our 2020 goals, with no adjustmentsfor COVID-19impacts. Consistent with prior years, we continued to tie compensation outcomes with critical non-financial metricssuchasdiversity, inclusion,environmental sustainability and safety. We sustainedstrongfinancialperformancein2020. Our 2020 Annual IncentivePlan(AIP) payoutwas 143%.Our 2020 Long-Term IncentivePlan(LTIP) payoutwas 105% for our named executive officers (NEOs).Thesepayoutsresulted from excellent execution even during aperiodofeconomicvolatilitydrivenbyCOVID-19impactsonthe broader market.

The following highlights the governing principles of our2020executivecompensation programs:

Over 80% of Stock 3-Year Recoupment Executive Ownership Mandatory Policy No Individual Non-financial Compensation Guidelines for Holding on Cash and Change in Metrics in is All Officers: Period for Equity Control Annual Variable CEO 7x 50% of Vested Incentive Agreements Incentives Based OtherNEOs3x Shares Payouts

Board Nominees(pages 7-13)

(jllpQQ44 ^4l94SRqpUR \Qq4S [P9mp7 'pS47QjS (jlU;kL ];l4 Br4 0c- Rpk74 [Sjs4RRpjk;m );7nrSjPk5 BP5pQ(jlU $jO [jmp7L )j;S5R David P. Abney 65 06/2020 Former Executive Chairman of theBoard of 1 Directorsand ChiefExecutive Officer of United Parcel Service, Inc. (UPS) Marianne C. Brown 62 03/2015 Former ChiefOperating Officer, Global 3 Financial Solutions, Fidelity National InformationServices, Inc. DonaldE.Felsinger 73 02/2007 Lead Independent Director, Northrop 1 Grumman Corporation; FormerChairman and CEO, SempraEnergy Ann M. Fudge 69 03/2016 Former Chairman and Chief Executive Officer, 1 Young &Rubicam Brands William H. Hernandez 73 09/2013 Former SeniorVicePresident and CFO, PPG — Industries, Inc. Madeleine A. Kleiner 69 10/2008 Former Executive Vice Presidentand General 1 Counsel,HiltonHotelsCorporation KarlJ.Krapek7209/2008 Former President andCOO, United 2 TechnologiesCorporation Gary Roughead 69 02/2012 Retired Admiral,United StatesNavyand ! Former ChiefofNaval Operations Thomas M. Schoewe 68 08/2011 Former Executive Vice Presidentand CFO, Wal- 2 Mart Stores, Inc. James S. Turley 65 02/2015 Former Chairman and Chief Executive Officer, 3 Ernst &Young Kathy J. Warden 49 07/2018 Chairman, ChiefExecutive Officer and !!! ! 1 President, Northrop Grumman Corporation Mark A. Welsh III 67 12/2016 Dean of the Bush SchoolofGovernmentand ! Public Service, Texas A&M University; Retired General,United StatesAir Force and Former ChiefofStaff, UnitedStatesAir Force

(1) Age as of April 2, 2021."" Chair Member

2 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT PROXYSTATEMENT SUMMARY

Board NomineeHighlights

The chartsbelow reflect thetenure, independence and broad experienceofour boardnominees.

Director Tenure Director Independence

6 Employee 5 Directors: 1 5 4 4 3 3 Directors 2

1

0 ≤ 6years 6-10 years ≥11 years Independent Directors: 11 Directors

Director Experience

SeniorLeadership Experience 12

CEO/COO Experience 7

High Level of Financial Literacy 12

Risk Oversight/Management 12

Aerospace/Defense Industry Experience 4

SeniorGovernment/Military Experience 2

International Experience 12

Human Capital Strategy/Talent Management 12

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 3 PROXYSTATEMENT SUMMARY

Governance Highlights(pages 14-28) We are committedtohigh standards of corporategovernanceand have arobust corporategovernanceprogram intended to promotethe long-termsuccess of our Company. Somehighlights of our corporategovernancepracticesare listed below. ✓ The Board is approximately 92%independent. ✓ Of the 12 directors standing for election, 4are women (including our Chair) and2are people of color. ✓ Eachofthe Audit andRisk, Compensation, Governanceand Policy Committees is comprisedentirelyof independentdirectors. ✓ Our policy limits the numberofboards on which ourdirectors serve(no morethan threeotherpublic company boards without specialapproval) to avoidoverboarding. ✓ The independent directors regularlyhold both executive sessions ledbyour Chairman and independent sessions ledbyour Lead Independent Director. Board ✓ Our Lead IndependentDirector,appointedannuallybythe independent directors, is empowered with a Structureand robust setofresponsibilities and provides additionalindependent oversight of seniormanagement and Governance Board leadership. ✓ Alldirectorsare elected annually basedonamajorityvotingstandard in uncontested elections, with a directorresignationpolicy if adirectorfails to receive amajority of votescast "for" his or her election. ✓ The Board nominees reflectabalancedmix of directors with deep Company and industryknowledge,and fresh and diverse perspectives,with an averagedirector tenure of 7.3 years. ✓ TheBoardand each Committeeannuallyconduct a thorough self-assessment process focused on Board or Committee performance, respectively.Inaddition,eachdirector completes an individual director evaluation foreach of theother directors andreceivesfeedbackonhis or her ownperformance. ✓ We are committedtoBoard refreshment and haveadirectorretirement policy for directors whoreach theage of 75;wehaveaddedsix newdirectorstothe Boardsince thebeginningof2015. ✓ One of our directors -ThomasSchoewe -was selectedfor the2020NACDDirectorship 100list. Another of our directors-William Hernandez -was selectedasone of the15Most Relevant Hispanic Directors by Latino LeadersMagazine.

✓ The Boardhas longadopted a progressive governancestructure that includes aproxy access bylaw provision,allowingeligible shareholderstoincludetheir owndirector nominees in the Company's proxy materials. Shareholder ✓ Shareholdersholdingatleast 25%ofour common stock alsohavethe right to call aspecial meeting. Rights ✓ Shareholders holding at least 25%ofour common stock alsohavethe righttotake action by written consent. ✓ Shareholders havethe abilitytocommunicateand meet directly withour managementand directors as needed.

4 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT PROXYSTATEMENT SUMMARY

✓ We havearobust corporateresponsibilityand sustainabilityprogram and publishanannual report detailingnumerousaspectsofour social,environmentaland governance performance,with an independent external review panel engaged to provide feedbackand advice. ✓ We haveastrong ethics program with standards of businessconductthat help guide and promotegood governance, responsiblebusiness practices andthe highest standards of integrity throughoutthe Company. ✓ We haveastrong corporateculture,focusedonethics, trustedrelationships, respect,diversity, equity andinclusion, performance, innovation anddelivering extraordinary resultsfor all our stakeholders. ✓ We have extensiveand long-standingprograms to fulfill ourcommitmenttodiversity, equity and inclusion throughout theCompany andsupport diverse communities. Corporate ✓ We haveahumanrights policy thatwas revised in 2020 toemphasize ourstrongcommitment tohuman Responsibility rights.Wehave aHuman Rights Working Group comprised of seniorrepresentativesfromdifferent and functions andoperations, and led by ourGeneral Counsel. Our PolicyCommitteereceivesregular reports Sustainability on our humanrightspractices as partofits oversight role. ✓ We integrate ourenvironmentalprogram intoour organizational culture,reducingour environmental footprint anddriving affordability. Our executive officers areaccountable for achieving environmental sustainability goals, whichisoneofour seven non-financial corporateperformancemetrics.Weare further enhancing our environmental goals consistent with evolving standards. ✓ We disclose our politicalcontributions policy andvarious tradeassociation memberships on our website.After apauseinspending,weupdated thecriteriaweuse for making ENGPACcontributions, clarifying they need to be consistent with our businessobjectivesand Company values. ✓ We havearobust recoupmentpolicy whichprovidesthe Board of Directors with the abilitytorecoup the incentivecompensation of electedofficersand othersunder variouscircumstances. ✓ We havestock ownershipguidelinesof7xbase salaryfor the CEOand 3x base salaryfor othernamed Stock executiveofficers, as well as stockholding requirementsofthree years fromthe vesting date. Ownership ✓ We havestock ownershipguidelinesof5xthe annual cash retainer forour non-employeedirectors.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 5 PROXYSTATEMENT SUMMARY

Shareholder Engagement

We regularly engagewithour shareholderstounderstand their perspectivesonour Company, includingour strategies, performance, andexecutivecompensation,aswellasour cash deployment and our environmental, social and governancepractices. This ongoing dialogue, in whichboth membersofmanagement and directorsparticipate, has helpedinform theBoard's decision-making and ensures we remain well-aligned as we work to promotethe long-terminterestsofour shareholders. Since our 2020 annual meeting, we haveoffered to engageongovernance-related andothersustainabilitytopics with shareholders representing approximately 60%ofour outstanding shares. We haveengagedwithshareholdersrepresenting approximately30% of our outstanding shares to learn theirperspectives on the Company and these topics.While anumber of our shareholders declined engagement,webelieve it is abest practicetooffer engagement to shareholders representing amajorityofour sharesoutstanding. These efforts are in addition to normal course outreachconductedbyour Investor Relationsteam and members of senior management with portfolio managersand analysts. We also meet with shareholders at investor conferences held throughoutthe year. The Company has asubstantial record of adopting provisions or modifying practices with thebenefitof, and to reflect, shareholder input. Examples include provisions regarding proxy access, the rightofshareholderstocall aspecial meeting and theright of shareholderstoact by written consent,aswell as theuse of full value shares andperformance-based long-termincentives forour executives. Annual Shareholders' Meeting Time: May 19, 2021, 8:00 a.m.,EasternDaylight Time Record Date: You can vote if youwereashareholderofrecord at theclose of business on March23, 2021. Place: Virtual Annual Meetingwhich canbeaccessed byvisiting Admission: You will needyour control number to attend as a www.meetingcenter.io/241697037 shareholder. See"Questionsand Answers About theAnnual Meeting"inthis Proxy Statement for more information. Voting Matters and Board Recommendations

Page Board VoteRecommendation Reference Proposal One:Election of Directors FOR each Director Nominee 7 Proposal Two: Advisory Vote on Compensation of Named Executive Officers FOR 38 Proposal Three: Ratification of AppointmentofIndependent Auditor FOR 75 Proposal Four:Shareholder Proposal That the Company Assess and Report on Potential Human Rights Impacts That CouldResultfromGovernments' Use of Our Products and Services, Including in Conflict Affected Areas AGAINST 78 Proposal Five: Shareholder Proposal to Move to a10% OwnershipThreshold forShareholders to Request Action by Written Consent AGAINST 81

6 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT PROPOSAL ONE: ELECTION OF DIRECTORS

2021 Nomineesfor Director

Our Board has nominated12directors forelection at theAnnual Meeting. Each of thedirectornominees has consentedtoserve, and we do notknowofany reason whyany of them would be unable to serve, if elected.Ifanominee becomesunavailable or unable to servebefore theAnnual Meeting(for example,due to serious illness), the Board may determine to leave theposition vacant,reduce thenumber of authorized directors or designateasubstitute nominee. If any nomineebecomes unavailable for election to the Board,anevent whichisnot anticipated, theproxyholders will have fulldiscretionand authority to vote, or refrain fromvoting,for any othernominee in accordancewiththeirjudgment. Thefollowing pages contain biographical and other information about eachofthe nominees. In addition, we haveprovided information regarding someofthe particular experiences, qualifications, attributesand skills that ledthe Board toconcludethat eachnomineeshouldserve as adirector. Unless instructed otherwise, the proxyholderswillvote the proxies received by them "FOR"the election of the director nominees listed below. KATHYJ.WARDEN, 49 Chairman,ChiefExecutiveOfficer and President,NorthropGrummanCorporation. Director since July2018

Ms.KathyJ.Warden has served as Chairman sinceAugust 2019 and as Chief Executive Officerand Presidentofthe Company since January2019. She has served on theBoardofDirectorssince July 2018.Prior to becoming CEO andPresident,Ms. Warden servedasPresident and Chief OperatingOfficerofthe Company fromJanuary2018throughDecember2018, as Corporate Vice Presidentand Presidentofthe Company's Mission Systems Sector from2016through2017, as Corporate VicePresident and Presidentofthe Company's formerInformation SystemsSectorfrom2013to2015, and as VicePresident of theCompany's Cyber IntelligenceDivisionfrom2011to2012. Prior to joining theCompany in 2008,Ms. Warden heldleadership rolesat General Dynamicsand Veridian Corporation.Earlier,she was aprincipal in aventureinternet firmand also spentnearlyadecade with General Electric Company working in commercial industries.Ms. Warden is amember of theBoard of Directors of Merck& Co., Inc. ShealsoservesasChairofthe AerospaceIndustries Association and is amember of theBoard of Directors of Catalyst. Ms. Warden is also amember of theBoard of Visitors of JamesMadison University. Ms. Warden previously servedasChairofthe Board of Directors of theFederal ReserveBank of Richmond. Attributes, Skills and Qualifications

● Extensiveexperienceinoperational leadership, strategy, performanceand businessdevelopment in government and commercial markets, including cyber expertise ● Prior leadership positionswithin Northrop Grumman (including as President, Chief Operating Officerand President of two businesssectors) ● Significantaerospaceand defense industryexperience

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 7 PROPOSAL ONE: ELECTION OF DIRECTORS

DAVIDP.ABNEY, 65 Former ExecutiveChairman of theBoardofDirectors and Chief ExecutiveOfficer of United ParcelService, Inc. (UPS), amultinational package delivery andsupply chain management company. Director since June2020 Member of theAudit and Risk Committee and Policy Committee

Mr.David P. Abneyservedasthe ExecutiveChairmanofthe UPSBoard of Directors fromMarch2016throughSeptember2020. From September 2014 to June 2020,hewas theChief Executive OfficerofUPS.Prior to that, Mr.Abneywas UPS'sChief Operating Officerfrom2007to2014. From 2003 to 2007, he was Senior Vice Presidentand PresidentofUPS International. Mr. Abney began his UPScareer in 1974.Mr. Abney servesonthe Board of Directors of Macy's, Inc. and servedasadirectorof JohnsonControls International plc duringthe last fiveyears. Attributes, Skills and Qualifications ● Extensive leadershipand business experienceasaformer Executive Chairman, Chief Executive Officerand Chief Operating Officer of alargemultinational enterprise ● Significant expertise in international operationsand global logistics ● Broad experiencewithtalent management and leading global teams ● Significantboard experience, including as non-executivechair ● Audit committeefinancial expert

MARIANNE C. BROWN, 62 Former Chief OperatingOfficer, Global Financial Solutions, FidelityNationalInformation Services, Inc., a financial services technology solutions provider. Director since March 2015 Member of theAudit and Risk Committee and Policy Committee

Ms.Marianne C. Brownservedasthe Chief Operating OfficerofFidelity NationalInformation Services, Inc.'s (FIS) Global Financial Solutionsorganization fromJanuary2018until June 2019.Prior to that, Ms.BrownservedasChief Operating Officer, Institutional and Wholesale Business of FISsince December2015, when it acquired SunGardFinancial Systems. Ms.Brownwas theChief OperatingOfficerofSunGard Financial Systems, asoftware and IT services provider, from February2014toNovember 2015.Prior to that, Ms.Brownwas theCEO andpresidentofOmgeo,aglobalfinancial servicestechnologycompany,from March 2006 to February 2014.Before joiningOmgeo,she was theCEO of the SecuritiesIndustry Automation Corporation. Ms. Brownbegan her career at Automatic DataProcessing (ADP)and progressed throughaseriesofpositionsofincreasing responsibility culminating in her roleasgeneral manager of ADP’sBrokerage Processing Services business, whichwas subsequently spun off to become Broadridge FinancialSolutions. Ms.Brownservesonthe BoardsofDirectors of Akamai Technologies, Inc., TheCharles Schwab Corporation and VMWare, Inc. Attributes, Skills and Qualifications ● Substantial businessexperienceasChiefOperating Officerand asaformer Chief Executive Officer ● SignificantexperienceinITgoodsand services, cyberprotection and business management ● Communityand philanthropic leader

8 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT PROPOSAL ONE: ELECTION OF DIRECTORS

DONALD E. FELSINGER, 73 LeadIndependent Director of theBoardofDirectors, Northrop Grumman Corporation. FormerChairman and Chief ExecutiveOfficer, Sempra Energy,anenergy servicesholding company. Director since February 2007 Member of theCompensation Committeeand Governance Committee

Mr.Donald E. Felsingeristhe formerChairmanand Chief Executive OfficerofSempraEnergy. From July 2011 throughhis retirement in November 2012,heservedasExecutive Chairmanofthe Board of Directors of Sempra Energy,and from February 2006 throughJune 2011,hewas Sempra'sChairmanand CEO. Prior to that, Mr.Felsinger was Presidentand Chief Operating Officer of Sempra Energy from January 2005 to February 2006 andamember of theBoardofDirectors. From 1998 through 2004,hewas Group Presidentand CEO of Sempra Global. Prior to themergerthat formedSempraEnergy,heservedas Presidentand Chief OperatingOfficerofEnova Corporation,the parent company of San DiegoGas &Electric (SDG&E). Prior positionsincluded Presidentand Chief Executive OfficerofSDG&E, Executive Vice PresidentofEnova Corporation and Executive VicePresident of SDG&E. Mr. Felsinger is amember of theBoardofDirectorsofArcher-Daniels-Midland (LeadIndependent Director) andservedasadirector of Gannett Co., Inc. during thelast fiveyears. Attributes, Skills and Qualifications ● Extensivebusiness experienceasChiefExecutive Officer, aboard memberand Chairmanofother Fortune 500companies in regulated industries ● Significantexperience in corporate governance and strategy,and as Lead Independent DirectorofaFortune250 company ● In-depth knowledge of executive compensation andbenefits

ANN M. FUDGE, 69 Former Chairman and Chief ExecutiveOfficer,Young &Rubicam Brands, amarketing communications company. Director since March 2016 Member of theAudit and Risk Committee and Governance Committee

Ms.Ann M. FudgeservedasChairmanand Chief Executive OfficerofYoung&RubicamBrandsatWPP GroupPLC from May 2003 to December 2006.Prior to that, sheservedinvarious leadershippositionsatKraft Foods from 1986 to 2001, including President of Beverages, Desserts and Post Divisions, and PresidentofMaxwell House Coffeeand Kraft General Foods. From1977to1986, Ms.Fudge held avarietyofmarketing positions at General Mills. She is adirectorofNovartis AG,and servedasadirectorof Unileverduring thelast fiveyears. Ms.Fudgeisthe Chairofthe Board of TrusteesofWGBHPublic Media and asenior trustee of theBrookingsInstitution. Attributes, Skills and Qualifications ● Extensivebusiness experienceasformer Chief Executive Officerand former president of leading consumer productsbusiness units ● Substantial international experiencethroughservice asanexecutive and director of alarge multinational company and a directorofother large multinational companies ● Significantpublic company boardexperience ● Experiencewithtalent development and acquisition

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 9 PROPOSAL ONE: ELECTION OF DIRECTORS

WILLIAM H. HERNANDEZ, 73 Former Senior Vice President and Chief FinancialOfficer,PPG Industries, Inc., amanufacturerofchemical and industrial products. Director since September2013 Member of theAudit and Risk Committee (Chair) and Governance Committee

Mr.William H. HernandezservedasSenior VicePresident,Finance,and Chief FinancialOfficer of PPGIndustries, Inc. (PPG), from 1995 until his retirement in 2009.Prior to that, he was PPG'scorporatecontrollerfrom1990to1994. Mr. Hernandez previously held anumberofpositionswithBorg-Warner Corporation andFordMotor Company.Mr. Hernandez is acertifiedmanagement accountantand has taughtfinanceand managementcourses at Marietta College.HeservedasadirectorofAlbemarle Corporation,BlackBox Corporation,and USGCorporation during thelast fiveyears. Attributes, Skills and Qualifications ● Extensiveexperienceand expertise in areas of finance, accounting and businessmanagement acquired as Chief Financial Officer of PPG Industries ● Significantexperienceinareasofrisk management ● Audit committeefinancial expert

MADELEINE A. KLEINER, 69 Former ExecutiveVice Presidentand General Counsel,Hilton Hotels Corporation, ahotel and resortcompany. Director since October 2008 Member of theCompensation Committeeand Governance Committee(Chair)

Ms.Madeleine A. Kleiner servedasExecutive Vice President, GeneralCounseland Corporate Secretary for HiltonHotels Corporation from January 2001 until February 2008. From 1999 through2001, she servedasadirectorofanumberofMerrill Lynchmutual funds operatingunder the Hotchkis and Wileyname.Ms. Kleiner served asSeniorExecutive Vice President, Chief Administrative Officerand GeneralCounselofH.F.Ahmanson &Company and its subsidiary,HomeSavingsofAmerica, until the company was acquired in 1998,and priortothat was apartner at thelaw firmofGibson, Dunn and Crutcher whereshe advised corporations andtheirboards primarily in theareas of mergersand acquisitions, corporate governanceand securities transactions andcompliance. Ms.Kleinercurrently servesonthe Board of Directors of Jack in theBox Inc. Attributes, Skills and Qualifications ● Expertise in corporate governance, Sarbanes-Oxley controls, risk management, securitiestransactionsand mergersand acquisitions ● Significantexperiencefrompast roles as general counselfor two publiccompanies, outside counsel to numerous public companiesand throughservice on another public company board

10 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT PROPOSAL ONE: ELECTION OF DIRECTORS

KARL J. KRAPEK, 72 Former President and Chief Operating Officer,UnitedTechnologiesCorporation, an aerospace and building systemscompany. Director since September2008 Member of theCompensation Committeeand Governance Committee

Mr.Karl J. Krapek servedasPresident and Chief OperatingOfficerofUnitedTechnologies Corporation from 1999 until his retirement in January 2002.AtUnitedTechnologiesCorporation, he servedfor 20 years in various leadershippositions, including asExecutive VicePresident and director in 1997, Presidentand Chief Executive OfficerofPratt &Whitneyin1992, Chairman, Presidentand Chief ExecutiveOfficerofCarrier Corporation in 1990 and President of Otis Elevator Companyin1989. Priorto joiningUnited TechnologiesCorporation, he was Manager of Car Assembly Operationsfor the Pontiac Motor CarDivision of General MotorsCorporation. In 2002, Mr. Krapek becameaco-founder of TheKeystone Companies, whichdevelopsresidential andcommercial real estate.Heservesonthe Board of Directors of Trinity Health of NewEngland.Mr. Krapek is amember of the BoardsofDirectors of Prudential Financial, Inc. and American Virtual Cloud Technologies, Inc. Attributes, Skills and Qualifications ● Extensiveindustry experienceand leadership skills ● Deep operational experienceinaerospaceand defense, domestic and international businessoperationsand technology and leanmanufacturing ● Significantpublic company boardexperience, including serving as Lead Independent Directorfor two publiccompanies

GARY ROUGHEAD, 69 Admiral,United States Navy (Ret.) andFormer Chief of Naval Operations. Director sinceFebruary 2012 Member of theCompensation Committeeand Policy Committee(Chair)

AdmiralGaryRoughead retiredfromhis position as the29thChief of Naval OperationsinSeptember2011, after serving in that position forfour years. The Chief of Naval Operations is the seniormilitaryposition in the United StatesNavy. As Chief of Naval Operations, AdmiralRoughead stabilizedand acceleratedshipand aircraft procurement plansand theNavy's capability and capacity in ballistic missiledefense and unmanned air and underwater systems. He restructured theNavy to address the challenges andopportunities in cyber operations. Priortobecoming the Chief of Naval Operations, he heldsix operational commands (includingcommanding boththe Atlantic and Pacific Fleets). AdmiralRoughead is aRobert and Marion Oster Distinguished Military Fellow at theHoover Institution.HeisadirectorofMaersk Line, Limitedand Chairman of theBoardof Directors of Fincantieri Marinette Marine Corporation. He also serves as atrustee of theDodge andCox Funds. In addition, Admiral Roughead is atrustee of JohnsHopkins Universityand serves on the Board of Managersofthe Johns Hopkins University Applied Physics Laboratory. Attributes, Skills and Qualifications ● Extensivecareer as aseniormilitary officerwiththe United StatesNavy, including numerous operationalcommands, as well as leadership positions, most recently as the29thChief of Naval Operations ● Significantexpertise in national security,information warfare,cyber operationsand global securityissues ● Broad experienceinleadership and matters of global relations, particularly in thePacific region, Europe and theMiddle East ● Experience with talentdevelopment and management

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 11 PROPOSAL ONE: ELECTION OF DIRECTORS

THOMAS M. SCHOEWE, 68 Former ExecutiveVice Presidentand Chief FinancialOfficer,Wal-Mart Stores, Inc., an operator of retail stores. Director since August 2011 Member of theCompensation Committee (Chair) andPolicy Committee

Mr.ThomasM.Schoewe wasExecutive VicePresident and Chief Financial Officer of Wal-Mart Stores, Inc. from 2000 to 2011. Prior to his employment with Wal-Mart,heheld severalrolesatthe Black and Decker Corporation, includingSeniorVice Presidentand Chief Financial Officer from1996to1999, VicePresident and Chief Financial Officer from1993to1999, Vice PresidentofFinance from1989to1993and Vice President of BusinessPlanning and Analysis from 1986 to 1989. Before joining Black and Decker,Mr. Schoewe worked for Beatrice Companies, wherehewas Chief Financial Officerand Controller of oneofits subsidiaries, Beatrice Consumer DurablesInc.Mr. Schoewe servesonthe BoardsofDirectors of General Motors Corporation and KKR&Co. Inc. Mr. Schoewe also servesonthe board of theLadies Professional Golf Association. Attributes, Skills and Qualifications

● Extensivefinancial experienceacquiredthroughpositions held as theChief Financial Officeroflargepublic companies, as well as expertise in Sarbanes-Oxleycontrols, risk management andmergers andacquisitions ● Significantinternational experiencethroughhis serviceasanexecutiveoflarge public companieswithsubstantial international operations ● ExperienceatWal-Mart and Black andDeckeronlarge-scale transformational enterpriseinformation technology implementations ● Extensiveexperienceasamember of theaudit, risk, compensation andpolicy committees of otherpublic companies

JAMES S. TURLEY, 65 Former Chairman and Chief ExecutiveOfficer,Ernst &Young, aprofessional services organization. Director since February 2015 Member of theAudit and Risk Committee and Governance Committee

Mr.JamesS.TurleyservedasChairmanand Chief Executive OfficerofErnst &Young from2001until his retirement in 2013.Mr. Turleyjoined Ernst &Young in 1977 and held various positionsthereuntil being named regional managing partner for theUpper Midwest in 1994,and for NewYork in 1998.Hewas named DeputyChairmanin2000. He currently servesonthe Boardsof Directors of Citigroup, Emerson Electric Company and Precigen,Inc.Healsoservesonthe Board of Directors of theBoy Scouts of America.Mr. Turleyisaboard member of Kohler Co. and theSt. LouisTrust Company and serves as Non-Executive Chairof SitaCapital PartnersLLP. Attributes, Skills and Qualifications ● Extensiveexperienceand expertise in areas of finance, accounting and businessmanagement acquired over 36-year career at Ernst &Young,including serving as Chairman and Chief Executive OfficerofErnst &Young ● Significantexperienceinareasofrisk management ● Extensive experienceasamember of theauditcommittee of other public companies ● Audit committeefinancial expert

12 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT PROPOSAL ONE: ELECTION OF DIRECTORS

MARK A. WELSH III,67 Dean of theBush School of Government and PublicService, TexasA&M University;General,United States Air Force (Ret.); Former Chief of Staff, UnitedStatesAir Force. Director since December 2016 Member of theAudit and Risk Committee and Policy Committee

General Mark A. Welsh IIIhas been the Deanofthe Bush SchoolofGovernment and Public ServiceatTexas A&M Universitysince August 2016.Prior to his current position, General WelshservedasChief of Staff of theUnited StatesAir Force, the senior uniformed Air Forceofficer responsible for theorganization,trainingand equipping of active-duty, Guard,Reserveand civilian forces serving in theUnited Statesand overseas. During his longcareer,General Welsh also servedasamember of theJoint ChiefsofStaff, Commanderofthe UnitedStatesAir Forces in Europe and CommanderofNATO's AirCommand,Associate Directorfor Military Affairsatthe Central Intelligence Agency and Commandantofthe UnitedStatesAir Force Academy. General Welshisamember of theBoardofManagersofPeak NanoSystems, LLC. Attributes, Skills and Qualifications ● Extensivecareer as aseniormilitaryofficer and member of theJointChiefsofStaff, having held leadershippositionsatthe highestlevels of the UnitedStatesAir Force ● Extensive experienceand in-depthknowledgeofissues relatedtoglobal security and theintelligencecommunity

● Broad leadership experienceand international experience, particularly in Europe

● Experiencewithtalent development and management

Vote Required To be elected,anomineemust receivemore votescast "for" than votescast "against"his or herelection.Abstentions and broker non-voteswill havenoeffect on thisproposal. If anomineeisnot re-elected, he or shewill remaininoffice until asuccessor is electedoruntil his or her earlierresignation or removal. THE BOARD OF DIRECTORS UNANIMOUSLYRECOMMENDSTHAT YOU VOTE "FOR" THE 12 NOMINEES FOR DIRECTOR LISTED ABOVE.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 13 CORPORATE GOVERNANCE

Overview

We are committed to maintaining high standards of corporate governance, aligned with our focus on performance and long-term, profitable growth, and ourcorevalues of ethicsand integrity. With strong oversightfromthe Board, our corporate governance regime is intended to promote the long-term success of our Company to benefitour shareholders, customers, employees, communities and suppliers. Our Company has adopted Values, Principles of Corporate Governance,and Standards of Business Conduct to help guide and promote our good corporate governance and responsiblebusiness practices.

In 2020,werestatedthe values that guide our Company and providethe foundation for our cultureand success. Theyare: • we do theright thing -weearn trust,act with ethics, integrityand transparency, treat everyonewithrespect, value diversityand fostersafe and inclusiveenvironments; • we do what we promise -weown the delivery of results,focused on quality; • we commit to shared success -wework together to focus on themissionand take accountability for thesustainable success of our people, customers, shareholders, suppliers andcommunities; and • we pioneer-withfiercecuriosity, dedication andinnovation,weseektosolve the world'smost challenging problems. Our Principles of CorporateGovernance outline therole and responsibilitiesofour Board and the highstandards ourdirectors maintain. Theyset forth additional independencerequirementsfor our directors andprovide guidelines for Boardleadership and Board and Committee membership, among other items. TheBoard reviewstheseprinciples at least annually and considers opportunitiesfor improvementand modification. Our Principles of CorporateGovernance are available at https:// investor.northropgrumman.com/principles-corporate-governance. Our Standards of BusinessConductreflect and reinforceour commitment toour corevalues. They applytoour directors, officers andemployees. We also requireour suppliers to meet similar standards throughour Supplier Code of Conduct. Our Standards of Business Conductare availableathttps://www.northropgrumman.com/corporate-responsibility/ethics-and-business-conduct/ standards-of-business-conduct/.Our Supplier Standards of BusinessConductare availableathttps://www2.northropgrumman.com/ suppliers/Pages/SSBC.aspx. Among other things, our Standards of Business Conduct: • require highethical standards in allaspectsofour business; • require strict adherencetoall applicable lawsand regulations; • reflect our commitment tomaintaining aculturethat values and promotesdiversity, equityand inclusion; • reinforce our commitment to beingaresponsiblecorporatecitizen; • reflect our commitment toour workenvironment andthe global communities wherewelive, work and serve; • reflect our broad anddeepcommitment tosustainability, including especiallyour peopleand environmental responsibility; • require afocus on performanceand the consistent production of qualityresults; • reflect our commitment tothe safetyofour peopleand products; and • callupon all employees to raiseany questions or issues of concern (including on an anonymousbasis). We reportamendmentstoprovisionsofour Standards of Business Conduct on our website. Roleofthe Board

The primary responsibilityofour Board is to foster the long-term success of theCompany,promoting the interests of our shareholders.Our directors exercise theirbusiness judgment in amanner they reasonably believe to be in thebest interestsofthe Company and our shareholders and in amanner consistent with theirfiduciaryresponsibilities. Theresponsibilitiesofthe Board include, but are not limitedto, thefollowing: • oversee our long-termbusinessstrategies,operations andperformance;

14 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT CORPORATE GOVERNANCE

• execute robust succession planning, including selecting the Chief Executive Officer, and electing officers of the Company; • oversee management of each of our major risks and the enterprise risk management processes overall, including audit functions; • oversee human capital strategy; • ensure a strong culture; • ensure an effective corporate governance practice; • elect directors to fill vacant positions between Annual Meetings; • review and approve executive compensation; • review and approve significant corporate actions; • review and enhance Board performance; • oversee our ethics and compliance programs; • oversee our diversity, equity and inclusion programs; • oversee effective management of cyber and other security risks; • oversee a strong focus on sustainability; and • provide advice to management. Board's Role in Risk Oversight As noted above, the Board is responsible for overseeing our enterprise risk management activities, among other duties. Each of our Board committees assists the Board in this role. • The Audit and Risk Committee focuses on risks tied most directly to our financial performance, and those related to the environment, disasters and security, including cybersecurity. The Audit and Risk Committee is also responsible for assisting the Board in its oversight of enterprise risk management overall. The Audit and Risk Committee receives multiple regular reports, including (1) from the Chief Financial Officer and members of the Finance Department addressing our financial risk management processes and systems, the nature of the material financial risks the Company faces and how the Company responds to and mitigates these risks; (2) from our Vice President, Internal Audit addressing certain financial internal controls; (3) from our independent auditors on their review of our internal controls over financial reporting; (4) from our General Counsel on legal and other compliance risks and how the Company is addressing and mitigating those risks; (5) from our Chief Compliance Officer on the Company's compliance program overall; (6) from the Vice President, Global Corporate Responsibility on complaints filed with the Company's OpenLine; (7) from the Company's Vice President and Chief Information Security Officer addressing information security and cybersecurity matters, at least four times a year; and (8) from the Company's Treasurer, addressing the Company's insurance program, including coverage with respect to property and casualty, information security and cybersecurity, among others. • The Compensation Committee reviews at least annually a risk assessment of the Company's compensation programs and, together with its independent compensation consultant, evaluates the mix of at-risk compensation linked to stock appreciation. The Compensation Committee reviews the Company's diversity, equity and inclusion program, and oversees management of its human capital risk. • The Policy Committee assists the Board in identifying and evaluating global security, political, budgetary and technological issues and trends that could impact the Company's business. The Policy Committee reviews the Company's external relations and receives regular reports from the Vice President, Global Corporate Responsibility on the Company’s ethics and corporate responsibility programs. The Policy Committee reviews and oversees the Company's commitment to environmental and social aspects of sustainability, including the Company's human rights policy. • The Governance Committee regularly reviews the Company's policies and practices on issues of corporate governance, and considers issues of succession and composition of the Board, recommending proposed changes to the full Board for approval.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 15 CORPORATE GOVERNANCE

The GovernanceCommittee oversees andreviews the Company's managementofits governancerelatedrisks, includingrisks related to corporateculture. The Board and its Committees provide oversightofthe Company's risk management processes, includingthe Enterprise Risk Management Council(ERMC). The ERMCiscomprisedofall membersofthe ExecutiveLeadership Team, the Chief Accounting Officer, ChiefComplianceOfficer,Corporate Secretary, headofInternal Audit and Treasurer. The ChiefTechnologyOfficer and Vice President, Supply Chainalsoattend eachERMCmeeting.The ERMC seeks to ensurethat theCompany has identified the most significant risks andimplemented effectivemitigation plansfor each.The General Counseland Chief FinancialOfficer provide an update at least annually to theAudit and Risk Committee on thedeliberationsofthe ERMC,and any significant changes theERMC hasidentified. The full Boardhas ultimate responsibilityfor the Company's oversight of risk, andreceivesupdatesfrom eachofthe committees, as wellasperiodic reports frommanagement addressing thevariousrisks, including those related to financial and other performance, cybersecurity, humancapital and culture. Board Leadership Structure

Chairman of the Board Our Bylaws provide that our directors will designateaChairman of the Board fromamong itsmembers. TheChairman presides at all Board and shareholder meetings.The Chairmaninteractsdirectly with all membersofthe Board and assiststhe Board to fulfillits responsibilities. As thePrinciples of CorporateGovernance provide, the Board believesitisinthe bestinterestsofthe Company and theshareholders forthe Board tohaveflexibility todetermine the bestdirector toserve as Chairmanofthe Board at thetime, based on consideration of allrelevantfactors. At least onceevery year, theBoardconsiderswho will best serve as Chairman, andwhether that personshould be an independent director,given the environment and needs of the Company. The Boardhas concluded that having Ms.Warden, our Chief Executive Officer, serve as Chairmanisthe most appropriateleadership structure for theCompany and best positionsthe Company to be innovative,competesuccessfully, present oneface to ourcustomer and advance shareholderinterestsintoday's environment. The Board believesthat Ms.Warden'sdeepunderstanding of theCompany's business, day-to-day operations, growth opportunities, challenges andrisk management practices gainedthroughvarious leadershippositionsenablesher to provide strongand effective leadershiptothe Board and to ensurethat theBoardisinformedofimportant issuesfacing theCompany.The Boardconsists entirely of independent directors, other than Ms.Warden, and continues to exercise astrong, independent oversight function,with fully independent Board Committeesand astrong Lead Independent Directorwithclearlyarticulated responsibilities. TheBoard will continuetoreviewand discuss theleadership structure of the Board and determine theleadership structure,including the Chairman, that bestmeets the needs of the Company. Lead IndependentDirector If theChairmanisnot independent, the independent directorswill designateannually from amongthem aLeadIndependent Director. Following our 2020 Annual Meeting,the independent directors designated Mr.Felsinger as Lead Independent Director. Our Principles of CorporateGovernance set forth specificdutiesand responsibilitiesofthe Lead Independent Director, whichinclude thefollowing: • preside at meetingsofthe Board at whichthe Chairman is not present,including executive sessions of the independent directors, andadvisethe Chairman and CEO on decisionsreached and suggestionsmade; • advise theChairmanonand approve meeting agendas andinformationsent to theBoard; • advisethe Chairman on and approve theschedule of Board meetings, assuring thereissufficient time for discussion of all agendaitems; • provide theChairman with input as to thepreparation of Board and committeemeeting agendas, taking intoaccountthe requestsofthe other Board and committeemembers; • interview,alongwith the Chairman andthe Chairman of theGovernanceCommittee, Board candidatesand make recommendations to the GovernanceCommittee and the Board; • callmeetingsofthe independent directors; • support and facilitateengagement betweenthe Chairman and theindependent directors; and • if requested by major shareholders, ensurethat he or she is available for consultation and direct communication.

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Our Lead Independent Directorisempowered to and doesactivelyengage with our Chairman and Chief Executive Officertohelp enable astrong and effectiveBoard of Directors. Committees of the Board of Directors

The Board has four standing committees: theAuditand Risk Committee,the Compensation Committee,the GovernanceCommittee andthe PolicyCommittee. Themembershipofthese committees is typically determinedatthe organizational meetingofthe Board heldinconjunction with the annual meeting. All the committees arecomposedentirelyofindependent directors. Theprimary responsibilitiesofeach of thecommittees,asofthe dateofthis Proxy Statement,are summarized below,together with atable listing themembership andChairmanofeachcommittee.The charters for eachstanding committeecan be found on theInvestor Relationssection of ourwebsite(www.northropgrumman.com). Audit andRisk Committee Rolesand ResponsibilitiesCommittee Members Assist the Board in overseeingthe Company'sfinancial andenterprise-related risk activities by: William H. Hernandez (chair) ● assisting theBoard in itsoversightofenterprise risk management(includingthrough the different David P. Abney board committees), includingreviewing at leastannually the overallrisk managementprocessatthe Company level MarianneC.Brown AnnM.Fudge ● appointing, retaining,overseeing, evaluatingand terminating, if necessary, theindependent auditor James S. Turley ● reviewing and pre-approvingaudit and permitted non-auditservicesand related feesfor the Mark A. Welsh III independent auditor Number of meetingsin ● reviewing and discussing theCompany's Annual Reports on Form 10-K andQuarterlyReports on 2020: 9 Form10-Q Independence,Financial ● reviewing and discussing management's assessment of, and report on, the effectivenessofthe Literacyand Audit Company'sinternal control over financial reporting at leastannually and theindependent auditor's Committee Financial related report Experts

● reviewing and discussing with theindependent auditor any criticalaudit matters identified by the All membersare independent auditor, the Company'scriticalaccounting policies, andmaterial written independentand communications withmanagement financiallyliterate Messrs. Abney, ● reviewing with the General Counsel,atleast annually,the status of significant pending litigationand Hernandez andTurley various other significant legal, compliance or regulatorymatters each qualifies as an Audit ● reviewing with the Chief Compliance Officer, at leastannually,the Company's compliance program, CommitteeFinancial and implementation of global compliance policies,practicesand programs Expert

● providingoversightand reviewing periodically the Company'smanagementofits financial risks,as wellasthe Company'smanagementofits risks related tocybersecurity,insurance, supplier, nuclear, natural andenvironmentalmatters

● reviewing anysignificant issues raised by the internalaudit functionand,asappropriate, management's actions forremediation

● establishing andperiodicallyreviewing anddiscussingwith managementthe Company's procedures forthe receipt,retention and treatment of complaintsregarding accounting, internalaccounting controlsorauditing matters

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 17 CORPORATE GOVERNANCE

Compensation Committee Rolesand Responsibilities Committee Members Assist the Board in overseeingthe Company'scompensationpolicies and practicesby: ThomasM.Schoewe (chair) ● overseeing and reviewing at leastannuallyarisk assessmentofthe Company'scompensationplans Donald E. Felsinger ● approvingthe compensationfor elected officers (other thanthe ChiefExecutive Officer, whose Bruce S. Gordon compensationisrecommendedbythe Committeeand approved by all theindependent directors) MadeleineA.Kleiner Karl J. Krapek ● administeringincentive andequity compensationplans andapprovingpaymentsorgrants under Gary Roughead these plansfor electedofficers (other thanthe ChiefExecutive Officer, whose payments or grants arerecommendedbythe Committee andapproved by allthe independent directors) Number of meetingsin 2020: 7 ● recommending forapprovalcompensationfor the non-employeedirectors,after consultationwith the independent compensationconsultant Independence overseeingand reviewingthe Company's management of itshuman capital risk All membersare ● independent ● reviewing and monitoring the Company's diversity, equityand inclusion programs

● conducting an annual evaluation of thecompensationconsultant andreportingresults of the evaluation to the Board

● producing an annual report on executive compensationfor inclusion in the proxystatement

● establishing stock ownership guidelinesand reviewing ownershiplevels on an annual basis

Governance Committee Rolesand Responsibilities Committee Members Assist the Board in overseeingthe Company'scorporate governance practicesby: Madeleine A. Kleiner (chair) ● overseeingand reviewing theCompany'smanagementofgovernance-related risks, including the Donald E. Felsinger risks related to corporate culture Ann M. Fudge ● regularlyreviewing the Company'scorporate governance policies andpractices, includingthe William H. Hernandez Company'sBylaws andothercorporate documents Karl J. Krapek James S. Turley ● regularlyreviewing and considering corporate governance developments, emerging trends and best practicesand recommending changestothe Board Number of meetingsin 2020: 5 ● reviewing and makingrecommendations to theBoard with respect tothe corporate governance Independence sectionofthe proxy statement,includingproposedresponses to shareholderproposals All membersare ● meeting with shareholders andproxy advisory groups, as needed,todiscuss issues of corporate independent governance

● regularlyreviewing and makingrecommendations to theBoard regarding the composition and size of theBoard and thecriteria forBoard membership, which should include, amongother things, diversity, experience andintegrity

● providingeffective board succession planning,identifying and recommending to the Board qualified potentialcandidatestoserveonthe Board and itscommittees and, if applicable, meeting withproxy access nominees nominated through theCompany'sproxy accessbylaw provision

● reviewing and determiningwhetheradirector'sservice on anotherboard or elsewhereislikelyto interferewiththe director's duties andresponsibilitiesasamember of theBoard

● reviewing and recommending board, director andcommitteeevaluation processesand coordinating the processfor the Boardtoevaluate itsperformance

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Policy Committee Rolesand ResponsibilitiesCommittee Members Assist the Board in overseeingpolicy, governmentrelations andcorporate responsibility by: Gary Roughead (chair) David P. Abney ● identifyingand evaluatingglobalsecurity,political, budgetary, technologicaland otherissuesand MarianneC.Brown trends that couldimpact the Company'sbusinessactivities andperformance BruceS.Gordon ● reviewing and providingoversightofthe Company's programs regarding environmentaland social ThomasM.Schoewe aspects of sustainability, includingenvironmentalmatters, humanrights,health and safety Mark A. Welsh III Number of meetingsin ● reviewing and providingoversightover theCompany's ethics and corporate socialresponsibility policies and programs 2020: 5 Independence ● reviewing the Company's public relations strategy All membersare ● reviewing and monitoring theCompany'sgovernment relations strategyand politicalaction independent committeepolicies

● reviewing the Company's community relations andcharitableactivities

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 19 CORPORATE GOVERNANCE

Board Meetings andExecutiveSessions

The Board meetsnofewer than ninetimes each year (including viatelephonicmeetings). Special meetingsofthe Board may be calledfromtimetotimeasappropriate. On an annual basis, theBoardholds an extended meeting to reviewour long-termstrategy. The Board generally holds its meetingsatCompany locations otherthan our corporate headquartersonaregular basistoprovide thedirectors with afirst-handview of different elementsofour businessand an opportunitytointeract with local management and employees at variouslevels. Due to theCOVID-19pandemic, theCompany was able toholdonly one meeting at abusiness location outside of the Company's headquarters during2020. The Boardmeets in executive session (withthe directors onlyand then with the independent directors only) followingeachin- person Boardmeeting and on other occasions as needed. The non-executive Chairman or the LeadIndependentDirector presides over the executive sessions of the independent directors. The Audit and Risk Committee meetsinexecutive session at least five timeseachyear,and regularly requestsseparateexecutivesessions with representativesofour independent auditorand our senior management,including our Chief Financial Officer, GeneralCounseland our VicePresident,Internal Audit.The Compensation Committee also meetsinexecutive session from timetotimeand regularlyreceivesareport fromthe Compensation Committee's independent compensation consultant. The Governanceand Policy Committeesalsomeetinexecutive session as they deem necessary. In 2020,the Board held twoofits regularly scheduledmeetingsvirtuallybecause of theCOVID-19pandemic. The Boardalsomet more frequently by telephone,including in executive session,toreceive updatesand to provide oversight on theimpact of the pandemic and issuesofsocialjustice andthe Company's responsestoboth. MeetingAttendance

In 2020,the Board held14meetings. Eachincumbent director servingin2020attended 75%ormoreofthe total number of Board and committeemeetingsheorshe waseligible to attend. Board membersare expectedtoattend eachannual meeting, except wherethe failuretoattend is duetounavoidablecircumstances. Allofour then-serving directors attendedthe 2020 Annual Meeting. Director Independence

The Board and theGovernance Committee annually review therelevant relationshipsorarrangementsbetween the Companyand our directors or parties related to thedirectors in determining whether suchdirectorsare independent.Nodirector is considered independent unless theBoardhas determinedthat thedirectormeets theindependencerequirementsunder applicable NewYork StockExchange (NYSE) and SECrules and under our categorical independencestandards, whichare describedinour Principles of CorporateGovernance.For adirector to be considered independent,the Board must determine that adirector hasnomaterial relationship with the Company other than as adirector. Our Principles of CorporateGovernance providethatadirectormay be found not to qualify as an independent director if the director: • haswithin theprior three years been adirector,executiveofficer or trustee of acharitable organization that received annual contributionsfrom theCompany exceedingthe greater of $1 million or 2% of thecharitableorganization's annualgross revenues, wherethe giftswerenot normal matching charitable gifts, didnot go throughnormal corporate charitable donation approval processesorweremade"on behalf of"adirector; • has, or has an immediatefamily member whohas, within theprior three years been employed by,apartner in or otherwise affiliated with any law firmorinvestment bank in whichthe director'sorthe immediatefamily member's compensationwas contingent on theservicesperformed for the Company or in whichthe directororthe immediatefamily member personally performedservicesfor the Company and theannualfeespaid by the Company during the preceding fiscal year exceeded the greater of $1 million or 2% of the gross annual revenuesofsuch firm; or • has, or has an immediatefamily member whohas, within theprior three years owned, either directlyorindirectly as apartner, shareholderorofficer of another company, more than 5% of the equityofanorganization that has amaterial business relationship with (including significant purchasersofgoodsorservices), or morethan5%ownership in,the Company.

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Independence Determination In connection with theirannual independence review, theBoardand Governance Committee considered thefollowing relationships with organizationstowhichwehave madepaymentsorfrom whichwehave received paymentsinthe usual course of ourbusiness in 2020. • Mr.Abney'sservice as amember of theBoardofDirectorsofUnited ParcelService; • Ms.Brown'sservice as amember of theBoardofDirectorsofVMWare; • Ms.Fudge's serviceasatrustee of theBrookingsInstitution; • Mr.Hernandez's serviceasamember of theBoardofDirectorsofAlbemarle Corporation; • Admiral Roughead's serviceasatrustee of JohnsHopkins Universityand amemberofthe Board of ManagersofJohnsHopkins UniversityApplied PhysicsLaboratory; • Mr.Schoewe's serviceasamember of theBoardofDirectorsofGeneral Motors; • Mr.Turley's serviceasamember of theBoardofDirectorsofCitigroup; and • General Welsh'sservice as amember of theBoardofDirectorsofthe AirForceAssociation and theBoardofTrusteesofthe Falcon Foundation. TheBoard of Directors considered that Mr.Abney, Ms.Fudge,Admiral Roughead, Mr. Turley and General Welsh servedasmembers of theboardsoforganizationstowhichthe Company madecontributionsduring 2020 in theusual course of ourcharitable contributionsprogram, as well as in connection with ourmatchinggifts program (whichlimitsthe contributionsto$10,000 per year per director). The amountspaidwerebelow theapplicable thresholdsunder NYSErules andour Principles of CorporateGovernance. Followingits review and therecommendation of the GovernanceCommittee, the Board affirmativelydetermined that all of the directors, except Ms. Warden, are independent.The independent directorsconstituteapproximately 92%ofthe membersofour Board. Board Composition andDirector Nominations

The GovernanceCommittee actively considersthe composition and diversity of the Board to ensureitiswellpositionedtoserve the bestinterestsofthe Company and its shareholders. TheGovernance Committee regularlyassesses what skills,experiences andother attributes canbestcontribute to the effectiveoperation of the Board,particularly in light of theevolvingneeds of the Company. The Committeealsoseeks to balance experience and newperspectives. The GovernanceCommitteeidentifiesdirector candidatesfrom awide range of sourcesand often employs athird-party search firmtoassist in the process. TheGovernance Committee evaluatespotential directorcandidates on the basisofthe candidate's background, qualifications and experience. The GovernanceCommitteecarefully considerswhether eachpotential candidate would be able to fulfillhis or her dutiestothe Company consistent with Delawarelaw andthe Company’s governing documents, including the Principles of Corporate Governanceand securityrequirements. TheCommittee recommendstothe fullBoard nominees forelection. Shareholders mayrecommend director candidatesfor consideration by the GovernanceCommitteepursuant toour Principlesof Corporate Governance. The GovernanceCommitteeconsiderssuchdirector candidatesrecommended by shareholders similarly to other potential directorcandidates brought to the attention of theGovernance Committee.Shareholderrecommendationsfor directorcandidates under our Principles of CorporateGovernance mustbeaddressedtothe GovernanceCommitteeincare of the Corporate Secretary.Inaddition,and as discussed immediatelybelow,shareholders mayalso directlynominatedirector candidates in accordancewithour Bylaws.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 21 CORPORATE GOVERNANCE

ProxyAccess In 2015,the Board amendedour Bylawsexplicitly to provide our shareholders theright to nominatedirectors throughaccess to our proxy materials.The Boarddid so consistent with and to reflect shareholder input. Under theCompany’s proxy access bylaws, a shareholder, or agroup of up to 20 shareholders,that has maintainedcontinuous ownershipof3%ormore of theCompany's outstanding common stockfor atleast three years mayincludeinthe Company's proxy materials director nominees constitutingup to thegreater of twonominees or nominees constituting20% of the numberofdirectors in office.Directornominees mayreceive compensation from thirdparties fortheircandidacy, up to the total annual compensationpaid to directors of theCompany,aswell as reimbursement for reasonable expenses, provided thereisfulldisclosureofsuchcompensation.Underthe Company’s bylaw provisions, directorsare treatedsimilarly,whether nominated through proxy access or otherwise,and held to the same high fiduciarystandards to serveall shareholders. The Company's Bylaws provide our shareholders with broad andmeaningful access to the Company’s proxy materials while enhancing transparency, protecting theinterests of allshareholders and ensuring good governance. Theterms of theCompany’s proxy access bylawprovisions arealso broadlyconsistent with theterms of proxy access bylawsadopted by other Fortune 500 companies, reflecting bestpractices. Director ElectionProcess

Our Bylaws and CertificateofIncorporation provide for theannual electionofdirectors. Eachdirector will holdofficeuntil thenext annual meetingofshareholders or until his or her earlierresignation or removal.Generally, in order to be elected, adirectormust receivemore votescast "for" than "against"his or herelection,unlessone or more shareholders providenoticeofanintention to nominateone or more candidatestocompetewiththe Board's nomineesfor electioninaccordancewiththe proceduresset forth in theCompany'scorporategovernancedocuments. Director Qualifications

The GovernanceCommittee is responsiblefor establishing the criteria forBoard membership. In nominating directors, the GovernanceCommittee bears in mind that theforemost responsibility of adirectoristorepresent theinterests of our shareholders as awhole. The activitiesand associationsofcandidates arereviewedfor anylegal impediment, conflict of interestorother consideration that mightpreventorinterferewithservice on ourBoard. In evaluating candidates, theGovernance Committee considers: • thepersonal integrity and theprofessional reputation of theindividual; • theeducation, professional background andparticular skills and experiencemost beneficial to serviceonour Board; • how thenomineebringsdiversity, experienceand skills valuable to theCompany and Board at thetime; and • whether adirector candidate is willing to submit to and obtain abackground checknecessaryfor obtaining and retaining atop secretsecurityclearance. In evaluating directorcandidates, theGovernanceCommittee aims to foster diversityofthoughtonour Board. TheGovernance Committee seeks to ensurediversity, including in raceand gender, aswellasinperspective,professional experience, education, skill and otherqualitiesthat contributetoour Boardand the long-terminterestsofour Company and shareholders. Director Orientation andContinuing Education

Allnew directorstothe Board receivein-personorientation andtrainingthat is individuallytailored, taking intoaccountthe director'sexperience, background, education andcommittee assignments. Theorientation programisled by membersofsenior management andcoversareviewofour strategyand operating plans, financial statements, corporategovernanceand keypolicies and practices,aswellasthe roles andresponsibilitiesofour directors. Alldirectorsreceive regular in-person training regarding our Company policiesand procedures, andbroad exposure to our operationsand theteams. Membersofseniormanagement review with theBoardthe operating plan for eachofour business sectors andthe Company as awhole. The Board also conductsperiodicsitevisits to our facilities as partofits regularly scheduled Board meetings. These visitsallow directors to interact with abroader groupofour executives and employees andgain firsthand insightsinto ouroperations.

22 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT CORPORATE GOVERNANCE

Directors mayalso attend outsidedirectorand other continuing education programs to assistthem in staying current on developmentsincorporate governance, our industry,the global environment and issuescritical to theoperation of public company boards. Board Membership and External Relationships

Directors arerequired to ensurethat theirother commitments, includingfor example,other boardmemberships, employment, partnerships and consulting arrangements, do notinterferewiththeirdutiesand responsibilitiesasmembersofthe Board.Directors provide noticetothe General Counselprior to accepting an invitation to serveonthe boardofany other organization or agreeing to other new commitments thatcouldinterferewiththeirdutiesand responsibilities as amemberofthe Board,and theGeneral Counsel advisesthe Chairman of theGovernance Committee (or the Chairman of theBoard, if notice is from theChairmanofthe GovernanceCommittee).Adirectorshould notaccept thenew commitment until advisedbythe Chairman of theGovernance Committee(or Chairman of theBoard,asappropriate) that suchengagement will not unacceptably createconflicts of interestor regulatory issues, conflict with Company policiesorotherwise interfere with the director's duties andresponsibilitiesasamember of theBoard. Directorsare also required promptly to informthe General Counselifaconflictofinterest arises, or they are concerned that aconflict may arise or circumstancescouldotherwise interfere with their dutiesand responsibilitiesasadirector.Directors are requiredtoseektoavoidevenanappearanceofanimproper conflictofinterest. Directors maynot serve on more than three other boards of publiclytraded companiesinaddition to ourBoard withoutthe written approval of the Chairman of theGovernanceCommittee(or Chairmanofthe Board, as appropriate). Adirector who is afull-time employeeofour Company may not serve on theboard of more thanone other public company unless approved by the Board. When adirector'sprincipal occupation or businessassociation changes substantially during his or her tenure as adirector,the Board expects the directortotender his or her resignation for consideration by the GovernanceCommittee,whichsubsequently will recommend to theBoard what action to take. We havearetirement policywhereby adirector will retire at theannual meetingfollowing his or her 75th birthday,unless the Board determines,based on special circumstances, that it is in the Company's bestinterest to request that the director serve beyond such date. Effect of Failure to Receive the RequiredVoteorObtain andRetain Security Clearance

Eachdirector is requiredtotender aresignation that will be effectiveupon (i) thefailure to receivethe requiredvoteatany future meeting at whichsuchdirector facesre-election,the failuretoobtain top secret security clearance within 12 months of election or appointmenttothe Board or thefailuretoretain atop secret securityclearance onceobtainedand (ii) the Board's acceptanceof suchresignation. If an incumbent director fails to receivethe requiredvotefor re-electionorfailstoobtain andretainatop secret securityclearance,the GovernanceCommitteewillconsider whether the Board should accept the director'sresignation and will submit arecommendation for prompt consideration by the Board.The Boardwill decidewhethertoaccept or rejectaresignation within 90 days, unless theBoard determinesthat compelling circumstances requireadditional time. The GovernanceCommitteeand theBoard mayconsider any factorthey deem relevantindeciding whether toaccept aresignation,including,withoutlimitation,any harm to ourCompany thatmay result fromaccepting the resignation,and theunderlyingreasons for the action at issue. Board Self-Evaluation

The Board conductsannually thorough self-assessment processesatthe fullboardlevel,within eachcommittee, andatthe individual director level. These processes are intended to ensureand enhance the effectiveoperation of the Board. The self-assessment of thefullBoard is overseen by the GovernanceCommittee. As partofthis assessment,the Lead Independent Directorand Chairman of theGovernance Committee facilitate abroad discussionofBoardperformance,held in executivesession. Among other topics, theBoardconsiders: • theBoard's effectivenessinevaluating and monitoring theCompany's business plan, long-term strategy and risks; • whether strategic and critical issues arebeing addressedbythe Board in atimelymanner; • whether theBoard’sexpectations andconcerns areopenly communicated to anddiscussed with theChief Executive Officer; • whether thereisadequatecontact betweenthe Board and membersofseniormanagement; • whether thedirectors collectively operateeffectively as aBoard;

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 23 CORPORATE GOVERNANCE

• whetherthe individual directorshavethe appropriate mixofattributesand skills to fulfilltheir duties as directors of the Company; • whetherthere areadequate opportunities to raisequestionsand comments on issues,both inside andoutside of Board meetings; • whetherthe Boardhas focused adequately on succession planning;and • whetherthe Boardisadequately responsive to shareholder communication. Followingthisreview, theBoard discussesthe results andidentifies opportunities forimprovement, includingany necessary steps to implementsuch improvements. Each of theCommittees also conducts an annual self-assessment. Duringanexecutive sessionled by the Committee chairperson, each Committeediscusses,among other topics:whetherthe quality of participationand discussion at theCommitteemeetings is effective in facilitatingthe Committee’sobligations underits charter; theopportunity to engage in strategicdiscussion; andwhether the Committee is covering therighttopicsinthe right amount of detail.Followingthisdiscussion, theCommitteedevelops and implementsalist of actionitems, as appropriate. Alsoaspartofthe annual self-assessmentprocess, each non-employee director completes an individual director evaluation for each of theother non-employee directors. Theseassessments include, amongother topics,each non-employee director’s: • understandingofthe Company’soverall businessand riskprofile andits significant financial opportunities andplans; • engagement duringmeetings and otherBoard functions; • analysis of benefits andrisks of courses of actionconsidered by the Board; and • appropriate respect for theviewsofotherBoard members. TheLeadIndependent Directororthe Chairmanofthe Governance Committeemeets with each non-employee director individually to discuss theresults of hisorher assessment, including comments provided by other non-employee directors. TheLead Independent Director or the Chairmanofthe Governance Committeereports generally on theoverallresults of thesediscussions to the Boardinexecutive session. Theseevaluationsalsoassistthe Governance Committeewith itsrecommendationfor directors to be renominated forelectiontothe BoardofDirectors. Succession Planning

The Board believesthat providing for strongand effectivecontinuity of leadership is critical to thesuccess of our Company. The Board commitssignificant resourcestosuccessionplanning,withprocesses in placefor the Board: • to evaluatethe Chief Executive Officerannually basedonaspecific set of performance objectives; • to work with theChief Executive Officertosupportand ensure thedevelopment of potentialsuccessioncandidates forthe Chief ExecutiveOfficer and otherleadership positions; • to discuss with theChief Executive Officerannually an assessment of personsconsidered potential successorstovarious senior management positions; and • robustly to consider,plan forand ensuresuccessful transitions of leadership. Departure and Election of Directors

On June 10,2020, DavidP.Abneywas electedtothe Board. In accordancewiththe retirement policydescribed above, Mr. Gordon, adirector whoservedduring 2021,will not stand for re- election at the2021Annual Meeting, as he willhave attained his 75th birthday prior to theAnnual Meeting. The Boardintendsto reducethe number of membersonthe Board from13to12directors effective uponMr. Gordon'sretirement.

24 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT CORPORATE GOVERNANCE

Communications with theBoardofDirectors

Anyinterested person maycommunicate with any of our directors, ourBoard as agroup, our non-employee directorsasagroup or our Lead Independent Directorthroughthe Corporate Secretary by writing to thefollowing address: Officeofthe Corporate Secretary, Northrop GrummanCorporation, 2980 Fairview Park Drive, Falls Church,Virginia 22042.The Corporate Secretary will forwardcorrespondencetothe directorordirectors to whomitisaddressed, except forjob inquiries,surveys, business solicitations or advertisementsand other inappropriatematerial. The Corporate Secretary may forwardcertaincorrespondenceelsewherewithin our Company for review and possible response. The Board has metwith, andlooks forward to theopportunity to meetwith, interested shareholders to address concerns and to receiveinput. Interested persons may also reportany concerns relating to accounting matters, internal accounting controlsorauditing matters to non-management directors (includinganonymously) by writing to the Chairmanofthe Audit Committee, Northrop GrummanBoard of Directorsc/o CorporateEthicsOffice, 2980 FairviewParkDrive,Falls Church,Virginia 22042. Corporate Responsibility andSustainability

Corporate responsibilityand sustainabilityare critical to our business and long-termvalue creation for our shareholders, customers, employees, communities andsuppliers. Ourstrongculture—founded in ethics, integrity, diversity, equity and inclusion, and focusedonenduringperformance,innovation, accountability and long-term profitablegrowth—enablesour success. Strong environmental, social and governance (ESG) programsand practices help us attractand retain thebest talent,perform for our customers, serveasresponsible corporatecitizens in the communities we operate,and createlong-termvalue for our stakeholders. We are particularly proud of our longstanding focus on and commitment to diversity, equity and inclusion. Our Board of Directors providesleadership and oversight with respect to ESG practices,and regularly receives reportsfrom management on these issues. ThePolicy Committee reviews, monitors andprovidesoversight of the Company's policiesand programs forethicsand standards of businessconduct, corporateresponsibility, environmental matters, humanrights, employee health and safety, and corporatecitizenshipand charitable programs. TheGovernanceCommittee oversees mattersrelated to corporategovernance, theboard and shareholderrights, andour corporate culture.The Compensation Committee provides oversight of compensationprograms and theCompany'smanagement of its human capital, including theCompany's focuson diversity, equityand inclusion. The full Boardregularlyreceivesreportsfrom theCommitteesand management, meetswith employees acrossour business, andaddresses in depthafull range of issuesreferredtobroadly as sustainability. The Enterprise Risk Management Councilalso reviewsrisksrelatedtocorporateresponsibilityand sustainability, including risks relatedtoclimate changeand naturaldisasters thatmay affectoperations, especially in regions prone to hurricanes,earthquakes, damagingstorms and othernatural disasters. Our commitment to strongcorporateresponsibilityand sustainabilityisdemonstrated by theincorporation of non-financialESG performance metricsinto ourannual incentive compensationprogram. Seepage 50 in the CompensationDiscussionand Analysis section. We engagewithavarietyofstakeholders—including shareholders, employees, customersand community advocates— and regularlyobtain feedback on ourESG performance. As aresponsible corporatecitizen, we understand theimportance of environmental stewardship for local and global communities and we recognize the rolewemust play in protecting our planet.Bymanaging and reducing our environmental footprint,we improve operational efficiencies, realize long-termcost savingsand enhance our understanding of climate-relatedrisksand opportunities. In 2020, we took boldsteps on renewable energy and completed the last year of our2020Environmental Sustainability Goals. Our SustainabilityReport providesour stakeholdersdetailedinformationonvarious ESG programs, goals, and achievements. The report, our ESG PerformanceDataMatrix, and otherESG-related disclosuresare availableathttps://www.northropgrumman.com/ corporate-responsibility/reports-disclosures/. We are proud that our corporateresponsibilityand sustainability programsreceivedvariousnotable recognitionsin2020. They include: • Dow Jones SustainabilityNorthAmerica Indexfor the fifth consecutiveyear; • an AA rating fromMSCI for environmental, social and governancemanagement and performance; • achieved aperfect score on theCPA-Zicklin IndexofCorporatePolitical Disclosure and Accountability; • named as one of CorporateResponsibilityMagazine's100 Best Corporate Citizens;

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 25 CORPORATE GOVERNANCE

• one of DiversityInc's Top 50 Companies for Diversity for the 11th year in a row as well as a top company for veterans and people with disabilities, employee resource groups, executive diversity councils, philanthropy and ESG; • named as one of Equileap’s top 25 companies on the S&P 500 for gender equality; • named as one of the top 10 industry supporters for engineering programs at HBCUs by Career Communications Group, Inc.; • received the highest ranking for the sixth year in a row on the Disability Equality Index and named a “Best Place to Work For Disability Inclusion”; • achieved a perfect score on the Corporate Equality Index and designated a “Best Place to Work for LGBTQ Equality”; • named as one of the 2020 Best of the Best Top Supplier Diversity Programs and Top Veteran-Friendly Employers by U.S. Veterans magazine; • received the Pledge to America’s Workers Presidential Award, highlighting our workforce development program, and Northrop Grumman subsidiary Park Air Systems Limited achieved Platinum accreditation for Investors in People, a national standard of good practice for people management; and • a leadership score of A- in CDP’s 2020 climate change program for the ninth consecutive year.

26 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT CORPORATE GOVERNANCE

Human Rights

Northrop Grumman is committed tomaintaining astrong culture with adeeprespect for individuals andhumanrights. We have adoptednumerous policies, procedures andpractices to reflect andimplement this broad commitment. The Company enhanced its Human Rights Policy lastyeartoreflect better the Company's commitment. (ThePolicy isavailable onthe Company's website at https://www.northropgrumman.com/corporate-responsibility/northrop-grumman-human-rights-policy/). The Companyhas also establishedaHuman RightsWorkingGroup to help ensure ourhuman rightsprogram is being implemented effectivelyand achieving ourgoals. TheBoard of Directors overseesthe Company's commitment to humanrights. The Policy Committee has specificresponsibilityto provide oversight of the Company's human rightsprogram, including reviewing and making recommendations for enhancements, as appropriate. The PolicyCommitteereceivesreports fromour VicePresident,Global Corporate Responsibility, and our Corporate Vice Presidentand Ge neral Counsel, whoischairof the Human Rights Working Group,onhow we are implementing our Human Rights Policyand todiscuss anyareas of concern. The Company’s Human RightsPolicy startswithour culture and core values,including our commitment toethicsand integrity, treating everyonewithrespect, valuingdiversityand equity, andfostering safe and inclusive environments. We work hardtonurture aculture in which eachpersoncan thrive. TheHuman Rights Policymakesclear our commitment topeople, including our respect for therightsofemployeestowork in apositive work environment that treats employees with respectand dignity. As an employer, the Company strivestoprovide aculture wherethe differing pointsofviewthat weeachbring tothe workplacechallengeustothink more broadlyand enhancethe overall results. TheCompany has 14employee resource networkswith25,000diverse colleagues participating that inform and implementstrategies andinitiativesthat align with the Company's businessgoals and its values.The Company does nottolerateany discriminationinemployment basedonanindividual’s protectedstatus. We do nottoleratethe use of childlabor, forcedlabor, bonded labor, human trafficking or any other suchviolationsofhumanrights. We respect theprivacyof employees andbusiness partnerswho trust uswiththeir personal information. The Human Rights Policyaddresses explicitly the Company's supply chain, making clear boththat wetreat our suppliers with respect and dignity, andthat werequire our suppliers to follow similar policiesprotecting human rights. Werequiresuppliers toadheretoa detailed SupplierCode of Conduct,which articulates our requirement for ethical conductand social responsibilityatall tiers of our supply base.The Supplier CodeofConduct specifically requiresour suppliers to protectthe rightsofworkersa nd prohibitsthe useof forcedlabor of any kind. Before entering intosupply agreements, we undertake due diligenceonpotential suppliers to assess whether they will be able tomeetour requirements, andwecontinuetomonitor their performance during the contractperiod. TheHuman Rights Policyalso addressesvarious processesthe Company followstoconsider awide range of potential risks – including risks to human rights –asitdevelopsproductsand determines whether toundertake certainbusiness opportunities. For example,the Company has robust procedurestohelpensurewedonot do businessincountries or sellproductstocustomers that arenot properlyapproved by our government,or, even if permissible,where therisk –tohumanrights or, more broadly, the reputation of theCompany –istoo significant. The Company is mindful of bothintended andunintended usesofits products. The Company may exitprogramsand/or decline to pursue othersbecause of concerns relatedtopotential impacts on human rights. ForNorthrop Grumman and its employees, being agood corporate citizen means improving the livesofthe people in the communities where weliveand work.Asthe Human Rights Policy makes clear, we invest in our communities, supporting awide range of activities andcausesaround the globe.Our current efforts are focusedonissues of education/STEM,diversity, equityand inclusion,human dignity, veterans and environmental stewardship, to nameafew. As noted above, the Human Rights Policy providesfor aHuman Rights Working Group,taskedtohelpensurethat our Human Rights Policyisbeing implemented effectivelyand achieving ourgoals. TheWorking Group is led by theCompany’s General Counsel(or her designee) andincludes seniorrepresentativesfrom, among others, theOfficeofGlobal Corporate Responsibility, Global Supply Chain, Investor Relations, Contracts,EHS,Global BusinessOffice, GovernmentRelations, Communicationsand ourSectors. TheHuman Rights Policy providesemployees with various well-defined reporting channels when they believethere may have been a violation of thePolicy. Concerns are investigatedand corrective actionsare taken. The Policy is also reinforcedthrough communications andwithrobust training. Our SustainabilityReport providesadditional background andinformationonour human rightsprograms. Company Culture

We haveastrongcorporateculture, whichisfoundedinethicsand integrity and respect. We value diversity, equityand inclusion and generatetrust.Wework together to deliver on our commitmentstoour customers, employees,shareholders andthosewith whom we work.Our culture is focused on breaking barriersand doing what othersthinkisimpossible.Weare responsible

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 27 CORPORATE GOVERNANCE environmental stewards and seek to give back to the communities in which we operate. Our culture enables long-term profitable growth and value creation for our shareholders and other stakeholders, while also maintaining a focus on safety and sustainability. As discussed previously on page 14, we recently restated the values that guide our Company and provide the foundation for our culture. We all have a shared responsibility to maintain and enhance those values and our culture. We work to ensure our employees feel that it is safe to speak up, to challenge how things are done and raise concerns without fear of retribution. There are many avenues to report concerns, including through one's manager, to ethics officers or members of our human resources and law departments, or through the OpenLine reporting system, which give employees, business partners, suppliers and other stakeholders resources to seek guidance on ethics questions or report suspected violations of law or Company policy. The Company promotes giving back to the community. The Company continually strives to be a good corporate citizen and encourages volunteerism, including honoring employees who have demonstrated commitment to volunteerism. The Company annually contributes to numerous charitable organizations, including those with a focus on STEM education and veterans. During 2020, amidst the COVID-19 pandemic and drive for greater social justice, we focused in particular on keeping our employees safe as we continued to serve our customers and stakeholders, helping those most in need, and advancing social justice across our Company and our communities. The Company, our Foundation and our employees, individually and together, contributed time, skill and financial resources. We contributed to global, national and local efforts supporting healthcare, addressing food insecurity, advancing opportunity for all and increasing student access to technology, combating systemic discrimination, providing disaster relief, and serving some of our most vulnerable populations. Management establishes and reinforces the Company's culture, and our Board and its Committees are actively engaged in providing oversight. The Board is committed to sustaining and enhancing the Company's strong culture with an engaged, diverse and inclusive workforce. The Company conducts an annual employee engagement survey, which gives our employees the opportunity to provide feedback on our Company culture. This survey is managed by a third-party vendor to encourage candor and solicit feedback on many aspects of engagement, including how our employees perceive Company leadership, and issues of accountability, inclusion and career development. The results of this survey are reported to and discussed with the full Board annually. The Board also meets regularly with employees at all levels to reaffirm the health of our culture. The Board meets with employees during site visits that are a critical part of Board meetings, and also during "Sector Days," when our directors visit the operations without members of senior leadership present. Members of our Board also often share their time by generously participating as speakers in Company leadership programs. The Committees of the Board oversee elements of the Company's culture associated with their respective area of responsibility. The Audit and Risk Committee reviews and discusses the Company's global compliance policies and programs with our General Counsel and Chief Compliance Officer, including the tone set by leaders throughout the organization, and meets quarterly with our Vice President, Global Corporate Responsibility to receive a report on issues that are received through the Company's OpenLine reporting system. The Compensation Committee reviews with the Chief Human Resources Officer the Company's human capital management, monitors policies and practices with respect to diversity and equal employment opportunity, and reviews a risk assessment of the Company's compensation programs. The Governance Committee provides the board oversight of the Company's corporate culture, with a focus on governance-related risks. The Policy Committee receives at least annually a report from our Vice President, Global Corporate Responsibility regarding our ethics and corporate responsibility programs, including our Standards of Business Conduct, and reviews and monitors practices with respect to sustainability and environmental matters, human rights, health and safety, and charitable organizations.

28 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION OF DIRECTORS

The Compensation Committee,withthe assistanceofits independent compensation consultant, is responsiblefor reviewing and recommending for approval thecompensation of the non-employee directors. At therequest of theCompensation Committee,the independent compensation consultant prepares annually acomprehensive benchmarking of our non-employee director compensation programagainst the compensation programs offeredbyour TargetIndustryPeerGroup (the same peer group against whichexecutivecompensation is compared). Consistent with this benchmarking,the overarchingapproachfor non-employee directorcompensation is to target approximately the 50th percentile of the Target Industry Peer Group and to align our director compensation with ourshareholders' interests. In May 2019,the Compensation Committee recommended to the Board,and the Board approved, the current non-employee directorfee structure, effective May 15,2019. In May 2020, the Compensation Committeerecommended to the Board,and the Board approved, maintaining the current non-employeedirector fee structure.There wasnoincrease to director compensation in 2020.The table belowlists the annual fees payabletoour non-employeedirectors under the current fee structureeffective since May 15,2019.

Compensation Element Amount ($) Annual Cash Retainer 130,000 Lead Independent Director Retainer 35,000 Audit and Risk CommitteeRetainer10,000 Audit and Risk CommitteeChair Retainer20,000 Compensation CommitteeChair Retainer20,000 Governance Committee Chair Retainer 20,000 Policy Committee Chair Retainer 20,000 Annual Equity Grant(1) 160,000 (1) The annual equity grant is deferred into astock unit account pursuanttothe 2011 Long-Term Incentive Stock Plan (2011 Plan) as described below. The Northrop Grumman Equity Grant Program for Non-Employee Directors(Director Program)sets forth the terms and conditions of the equity awards grantedtonon-employee directorsunder the 2011 Plan.

Retainer feesare paid on aquarterlybasis at theend of each quarter. To encouragedirectors to have adirectand material investment in shares of ourcommon stock,non-employeedirectors areawarded an annual equity grant of $160,000 in the form of deferred stockunits(AutomaticStock Units). The DirectorProgram was amendedand restatedeffective January1,2016(theAmendedDirector Program). Non-employee directors otherthan Mr.Abneyreceivedanannual equity grant of AutomaticStock Units on May 15,2019, whichvested on May15, 2020,and received an annual equity grant of AutomaticStock Units on May20, 2020 whichwill vest on May20, 2021.Mr. Abney received an annual equity grant of AutomaticStock Units uponhis election to the Board on June 10,2020whichwill vest on May20, 2021.Underthe Amended DirectorProgram,directorsmay electtohave allorany portion of their AutomaticStock Units paid on (A) theearlierof(i) the beginningofaspecified calendar year after thevestingdate or (ii)theirseparation from service as amember of theBoard,or(B) the vesting date. Directors mayelect to defer to alater year alloraportionoftheirremaining cash retaineror committeeretainerfeesintoastock unitaccountasElectiveStock Unitsorinalternativeinvestment options. Elective StockUnits are awarded on acalendar quarterlybasis. Directors mayelect to haveall or aportion of their ElectiveStock Units paid on the earlier of (i)the beginning of aspecified calendar year or (ii)theirseparation from service as amember of theBoard. Stock units awarded underthe Amended DirectorProgram will be paid out in an equivalent number of sharesofour common stock. Deferral elections are madeprior to thebeginning of theyearfor which the retainer feeswill be paid.Directorsare creditedwithdividend equivalents in connection with the accumulatedstock units untilthe sharesofcommonstock relatedtosuchstock units areissued. Non-employeedirectors areeligibletoparticipateinour Matching Gifts Program for Education.Underthis program,the Northrop Grumman Foundation matches director contributions, up to $10,000 peryear per director,toeligible educational programs in accordancewiththe program.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 29 COMPENSATION OF DIRECTORS

Stock Ownership Requirements andAnti-Hedgingand PledgingPolicy

Non-employeedirectors arerequired to owncommonstock of the Companyinanamount equal to five timesthe annual cash retainer,withsuchownership to be achievedwithin fiveyearsofthe director'selection to the Board.Deferredstock units and Companystock ownedoutrightbythe directorcounttowards thisrequirement. Anti-Hedging and Pledging Policy Company policyprohibits our directors, NEOs,other electedand appointed officers, designated employees whoare subject to specific preclearance proceduresunder theCompany’s insider trading policyand any other employees whoreceive performance- basedcompensation,fromengaginginhedging,pledgingorotherspecifiedtransactions. Specifically, thispolicyprohibits such persons from: engaging in hedging or derivativetransactions, such as “cashless” collars, forward contracts,equity swapsorother similar or relatedtransactions; enteringintomargin transactionsinvolving Company stock; pledging Company securitiesascollateral for loansorothertransactions; trading in puts, calls, options,warrantsorothersimilar derivative instrumentsinvolvingCompany securities; or engaging in shortsalesofCompany securities. Noneofthe shares of Companycommon stock held by our directors arepledged or subjecttoany hedging transaction.

30 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION OF DIRECTORS

2020 DirectorCompensation

The table below providesinformationonthe compensation of ournon-employeedirectors for theyear ended December 31,2020.

Fees Earned or Stock All Other Paid in Cash (1) Awards (2) Compensation (3) Total Name ($) ($) ($) ($) David P. Abney 77,700 150,400 3228,103 Marianne C. Brown 136,125 160,000 11,402 307,527 Donald E. Felsinger 165,000 160,000 34,479 359,479 Ann M. Fudge 140,000 160,000 10,740 310,740 Bruce S. Gordon 130,000 160,000 34,814 324,814 William H. Hernandez 160,000 160,000 1,835 321,835 Madeleine A. Kleiner 153,875 160,000 19,446 333,321 KarlJ.Krapek 130,000 160,000 28,143 318,143 Gary Roughead 150,000 160,000 4,217 314,217 Thomas M. Schoewe 150,000 160,000 5,303 315,303 James S. Turley 140,000 160,000 10,830 310,830 Mark A. Welsh III 140,000 160,000 414 300,414

(1)Amounts reflect theannualcashretainer paid to each director, including anyapplicableannualcommittee andcommittee chair retainers andany applicableLead Independent Director or Chairmanretainer. As described above, adirector may elect to deferall or aportionofhis or herannualcashretainerintoadeferred stock unit account. Amountsdeferred as Elective Stock Units or deferredintoalternative investmentoptionsare reflected in thiscolumn. (2) Amounts representthe targetvalue of Automatic Stock Units awarded to eachofour non-employee directorsin2020 under the 2011Planpursuant to the Amended Director Program. Theamount reported foreachdirectorreflects theaggregate fair valueofthe Automatic Stock Units on thegrant date, as determined underFinancial Accounting Standards Board(FASB) AccountingStandards Codification(ASC) Topic718, Stock Compensation, excludingany assumed forfeitures.The grant date fair valueassumes thevalue of dividend equivalents accrued directly on the awarded units.The aggregate numberofAutomatic Stock Units andElective Stock Unitsheldbyeach directorasofDecember 31,2020 is provided in theDeferred Stock Unitstable below. (3) Amounts reflect(i) theestimated dollar valueofadditional stock unitscreditedtoeachnon-employee director as aresultof dividendequivalents earned, directly or indirectly,onreinvested dividendequivalents as such amounts arenot assumedinthe grant date fair valueofthe Automatic Stock Units showninthe "Stock Awards"column,and (ii) matching contributionsmade throughour Matching Gifts Programfor Educationdiscussed above andtonon-profitorganizations underaCompany program as follows: Ms.Brown, $10,000;Ms. Fudge, $10,000; Mr. Gordon, $20,000; Ms. Kleiner, $5,000; Mr. Krapek, $10,000;and Mr. Turley, $10,000.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 31 COMPENSATION OF DIRECTORS

DeferredStock Units As of December 31,2020, thenon-employeedirectors had the followingaggregatenumber of deferred stock units accumulated in theirdeferral accountsfor all years of serviceasadirector,including additional stockunitscredited as aresultofdividend equivalentsearned on thestock units.

Automatic Stock Elective Stock Name Units Units Total David P. Abney 445 —445 Marianne C. Brown 3,932 2,479 6,411 Donald E. Felsinger 22,224 15,930 38,154 Ann M. Fudge 2,947 498 3,445 Bruce S. Gordon 18,706 —18,706 William H. Hernandez 5,613 —5,613 Madeleine A. Kleiner 17,671 —17,671 KarlJ.Krapek 17,715 4,690 22,405 Gary Roughead 8,965 —8,965 Thomas M. Schoewe 10,220 —10,220 James S. Turley 3,358 —3,358 Mark A. WelshIII 2,504 —2,504

32 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT TRANSACTIONS WITH RELATED PERSONS AND CONTROL PERSONS

Related Person Transactions

The Company has awritten policyapprovedbythe Board,for the review,approval and ratification of transactionsbetween our Company and our directors, executive officers andother related persons (RelatedPerson TransactionsPolicy).Acopy of thepolicyis availableonthe Investor Relationssection of ourwebsite (www.northropgrumman.com).The policyprovidesfor related person transactions to be reviewed in advance and approved or ratified, as applicable,bythe Board of Directors,the Governance Committee or theChairmanofthe GovernanceCommittee. Arelatedpersontransaction may be approved if, after reviewing the relevantfacts and circumstances, the reviewing party concludes that approving therelated person transaction is in the best interests of the Companyand its shareholders. Thepolicydefines arelated person transaction as any transaction in whichthe Company was, is or will be aparticipant,wherethe amount involved exceeds $120,000,and in which arelatedpersonhad,has or is expected to haveadirectorindirectmaterial interest.A"relatedperson" includes: • any of our directors or executive officers; • any personwho is known to be thebeneficial owner of more than 5% of ourcommonstock; • an immediatefamily member of anysuch persons; or • any firm, corporation,orotherentitycontrolledbyany suchpersons. The Corporate Secretary may determine that, based on factsand circumstances, atransaction in an amount less than $120,000 should nonethelessbedeemedarelatedpersontransaction.Ifthis occurs, thetransaction wouldbesubmitted forreviewand approval or ratification in accordancewiththe policy. Under exceptional circumstances, if arelatedpersontransaction has not been approved in advance,the GovernanceCommittee willrecommend to the Board of Directors suchaction as theGovernance Committee deemsappropriate, including ratification,amendment or termination of thetransaction. The policyrequires each directorand executiveofficer to complete an annual questionnairetoidentify hisorher related interests and to notify theCorporate Secretary of anychanges in their information. In theordinary course of business, theCompany purchases logistical servicesfromUPS.One of our directors, David P. Abney, served as theChief Executive Officer of UPS until June 2020 and theExecutiveChairmanofthe UPSBoard of Directors throughSeptember 2020.For theyearendedDecember31, 2020,amountspaidfor these services accounted for less than 0.1% of either company's revenuesfor the 2020 fiscal year. During 2020,the Company employedone familymember of an executive officerwho received compensation in excess of the reporting threshold.The spouseofour Corporate VicePresident and President, Enterprise Services, Shawn Purvis, wasemployedby theCompany as aConsulting Chief Engineerinour Mission Systems sector.Hereceivedcash compensation (basesalaryand bonus) of approximately$262,000and participated in the Company’s benefitplans, commensuratewithhis position at theCompany. EffectiveJanuary30, 2021,hetransferredtoanew company pursuant to thesale of our IT services businessand he is no longer employedbythe Company. State Street Corporation (State Street), acting in variousfiduciarycapacities, filedaSchedule 13G/Awiththe SEC reporting that as of December 31,2020, State Street and certain of its subsidiaries collectivelywerethe beneficial owners of morethan 5% of our outstanding common stock. AsubsidiaryofState Street is thetrustee for variousNorthrop Grumman defined benefit and defined contribution plan trusts. Twoother StateStreet subsidiaries provide investment management services. During 2020,those State Street subsidiaries received approximately $5.75 million for suchservices, with over 99%ofthat amount paid by the plan trusts. BlackRock, Inc.(BlackRock) filed aSchedule13G/A with theSEC reporting that as of December31, 2020,BlackRock andcertain of its subsidiaries collectivelywerethe beneficial owners of morethan 5% of ouroutstanding commonstock.AsubsidiaryofBlackRock provides investment management servicesfor the Northrop Grumman Rabbi Trust II and certain assetswithin variousNorthrop Grumman defined benefit trusts. During 2020,the trustspaidthat BlackRocksubsidiary approximately $528,000 forsuchservices. Wellington Management Group LLP(Wellington) filed aSchedule13G withthe SEC reporting that as of December31, 2020, Wellington andcertain of its subsidiaries collectivelywerethe beneficial owners of morethan 5% of ouroutstanding commonstock. Asubsidiary of Wellington provides investment management servicesfor certain assetswithin variousNorthrop Grumman defined benefit and defined contribution plan trusts. During 2020,the trustspaid that Wellington subsidiaryapproximately $1.14 million for suchservices.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 33 TRANSACTIONS WITH RELATED PERSONS AND CONTROL PERSONS

Compensation Committee Interlocks and Insider Participation

During 2020,Ms. Brown, Ms.Kleinerand Messrs. Felsinger, Gordon, Krapek,Roughead and Schoewe served asmembersofthe Compensation Committee.During2020, no member of theCompensation Committee had arelationship with theCompany or any of our subsidiaries, other than as directors andshareholders, and no memberwas an officer or employeeofthe Company or any of our subsidiaries, aparticipant in arelated person transaction or an executiveofficer of anotherentity, where oneofour executive officers serves on the board of directors that would constitutearelatedpersontransaction or raise concerns of aCompensation Committee interlock. IndemnificationAgreements

Our Bylaws require us generally to indemnifyour directors andexecutiveofficers to the fullestextent permittedbyDelawarelaw. Additionally,aspermitted by Delawarelaw, we haveentered intoindemnification agreementswitheach of our directorsand elected officers.Underthe indemnification agreements, we have agreedtohold harmlessand indemnify eachindemnitee,generally to the fullest extent permittedbyDelawarelaw, against expenses, liabilities and loss incurredinconnectionwith threatened, pendingor completedaction,suitorproceeding, whether civil, criminal,administrativeorinvestigative to whichthe indemnitee is made aparty by reason of the fact that theindemnitee is or was adirector or officer of the Companyorany other entity at our request,provided however, that the indemnitee acted in good faithand in amanner reasonably believedtobeinthe best interestsofour Company.

34 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT VOTING SECURITIESAND PRINCIPAL HOLDERS

Stock Ownership of Certain Beneficial Owners

The following entities beneficially owned, to the best of our knowledge, more than five percent of the outstanding common stockas of thedates indicated in the footnotes below. All information shown is basedoninformation reported by thefiler on aSchedule 13G filed with theSEC on thedates indicated in thefootnotes below.

Amount and Nature of Beneficial Ownership of Percent Name and Address of Beneficial Owner Common Stock of Class StateStreetCorporation One LincolnStreet, Boston, MA 02111 16,098,467 (1) 9.7% Capital International Investors 333 South Hope Street, 55th Floor, 14,658,627 (2) 8.8% Los Angeles,CA90071 The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355 12,540,325 (3) 7.5% BlackRock,Inc. 55 East 52nd Street, New York,NY10055 9,489,573 (4) 5.7% Wellington Management Group LLP 280 Congress Street, Boston, MA 02210 9,025,016 (5) 5.4%

(1)This information wasprovided by State Street Corporation (State Street)inaSchedule 13G/Afiled with the SEConFebruary24, 2021.According to State Street,asofDecember31, 2020,State Street had sharedvoting power over 15,636,757 shares and shared dispositive power over 16,097,110 shares. Thistotal includes9,983,272 shares held as of December 31,2020inthe Defined Contribution Plans Master Trust for theNorthrop Grumman SavingsPlan and the Northrop Grumman Financial Security and Savings Program,for which State Street Bankand Trust Companyactsastrustee and State Street Global Advisors Trust Company actsasinvestment manager. (2)This information wasprovidedbyCapital International Investors(Capital International), adivisionofCapital Researchand Management Company,inaSchedule 13G/Afiled with the SEConFebruary16, 2021.According to Capital International, as of December 31,2020, Capital International had sole voting powerover14,636,652sharesand sole dispositivepower over 14,658,627 shares. (3)This information wasprovidedbyThe VanguardGroup(Vanguard) in aSchedule 13G/Afiled with the SEConFebruary10, 2021.According toVanguard,asofDecember31, 2020,Vanguardhad shared voting power over 258,121shares, sole dispositive power over 11,887,639 shares andshared dispositive power over 652,686shares. (4)This information was providedbyBlackRock,Inc.(BlackRock) in aSchedule 13G/Afiled with the SEConJanuary29, 2021. According to BlackRock, as of December31, 2020,BlackRock had sole voting powerover8,627,438 shares andsoledispositive power over 9,489,573shares. (5)This information was providedinaSchedule 13Gjointlyfiled with the SEConFebruary4,2021byWellingtonManagement Group LLP,aparent holdingcompany,and three of its affiliates: WellingtonGroup HoldingsLLP, owned by Wellington Management Group LLP;WellingtonInvestment AdvisorsHoldings LLP, ownedbyWellingtonGroup HoldingsLLP; and WellingtonManagement Company LLP,aninvestment advisercontrolled by WellingtonInvestmentAdvisorsHoldings LLP(the four joint filerscollectively,"Wellington"). Wellingtonreported that theshares as to which the Schedule 13Gwas filed are owned of record by clientsofWellingtonManagement Company LLP.According toWellington, as of December 31,2020, each of thejoint filersexcept WellingtonManagement Company LLP had sharedvoting power over 8,950,082sharesand shared dispositive power over 9,025,016shares; and WellingtonManagement Company LLP had shared voting power over 8,865,582 shares andshareddispositivepower over 8,919,050shares.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 35 VOTING SECURITIESAND PRINCIPAL HOLDERS

Stock Ownership of Officers and Directors The following table showsbeneficial ownership of our common stockasofMarch23, 2021 by eachofour currentdirectors,our named executive officers andall directors andexecutiveofficers as agroup. As of March23, 2021,therewere160,962,047 shares of ourcommon stock outstanding.None of thepersons named below beneficiallyownsinexcess of 1% of ouroutstanding common stock. Unless otherwise indicated,eachindividual hassoleinvestment power and solevoting power with respect to theshares owned by suchperson.

Shares of Common Stock Share Beneficially Owned Equivalents (1) Total Non-Employee Directors David P. Abney —447 447 Marianne C. Brown —6,443 6,443 Donald E. Felsinger —38,343 38,343 Ann M. Fudge 93 3,462 3,555 Bruce S. Gordon —18,798 18,798 William H. Hernandez 1,000 5,641 6,641 Madeleine A. Kleiner —17,758 17,758 KarlJ.Krapek 4,445 21,305 25,750 Gary Roughead —9,009 9,009 Thomas M. Schoewe 3,160 10,271 13,431 James S. Turley 635 3,374 4,009 Mark A. WelshIII —2,516 2,516 NamedExecutiveOfficers Kathy J. Warden (2) 118,956 —118,956 David F. Keffer ——— Kenneth L. Bedingfield 10,153 —10,153 Mark A. Caylor 20,338 36 20,374 Blake E. Larson 11,263 —11,263 Janis G. Pamiljans 7,9486,914 14,862 Other Executive Officers 77,909 3,343 81,252 All Directors and Executive Officers as aGroup (27 persons) 255,900 147,660 403,560 (3)

(1)Shareequivalentsfor directors represent non-voting deferredstock units acquired under the2011Plan,someofwhich are paid out in shares of common stockatthe conclusion of adirector-specified deferral period, and others arepaid out upon termination of thedirector'sservice on theBoard.Certain of the NEOs holdshareequivalentswithpass-throughvoting rights in theNorthropGrumman SavingsPlan or the Northrop Grumman Financial Security and Savings Program. (2)Ms. Warden also servesonthe Company's Board of Directors. (3)Total represents0.25% of theoutstanding common stockasofMarch23, 2021.

36 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT EQUITY COMPENSATION PLAN INFORMATION

We currently maintain twoequity compensationplans:the 2011Planand the1993 Stock Planfor Non-Employee Directors, as amended(1993 Directors Plan). Each of theseplans hasbeen approved by ourshareholders. Thefollowingtable sets forth thenumberofshares of ourcommon stock to be issued upon payout of outstandingawards andthe numberofshares remaining availablefor futureaward grantsunder these equitycompensationplans as of December 31, 2020.

Number of shares of Number of shares of common stock common stocktobe remaining available for future issued upon exercise issuance under equity of outstanding options and Weighted-average compensation plans (excluding payoutofoutstanding exercise price of shares reflected in the awards (1) outstanding options (2) first column) (3) Plan category (#) ($) (#) Equity compensationplansapprovedby shareholders 1,255,949 N/A 5,246,915 Equity compensationplansnot approved by shareholders N/A N/A N/A Total 1,255,949 N/A 5,246,915 (4)

(1)This number includes 603,275sharesthat were subjecttooutstanding stockawardsgranted under the2011Plan,224,275 awards earned at year endbut pendingdistribution subject to final performance adjustments, 137,897sharessubject to outstanding stockunitscredited under the2011Plan and 1993 Directors Plan, and additional performanceshares of 290,502, whichreflectthe number of sharesdeliverable under payment of outstanding restricted performance stockrights, assuming maximumperformance criteria havebeenachieved. (2) Therewerenooptionsoutstanding as of December31, 2020. (3)Ofthe aggregatenumber of sharesthat remained availablefor future issuance, 5,246,915wereavailable under the2011Plan as of December31, 2020.Nonew awards maybegrantedunderthe 1993 Directors Plan. (4)After giving effect to our February2021awards, thenumber of sharesofcommonstock remaining availablefor future issuance would be 4,746,454(assuming maximum payout of such awards).

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 37 PROPOSAL TWO: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVEOFFICERS

Consistent with Section 14Aofthe ExchangeAct,weare providing our shareholders with the opportunity to cast anon-binding, advisoryvoteonthe compensation of ourNEOs.This advisoryvote, commonlyknownas"say-on-pay," givesour shareholders the opportunity to express theirviewonour 2020 executive compensationprograms and policiesfor our NEOs.The vote doesnot address anyspecific item of compensation and is notbindingonthe Board;however,asanexpressionofour shareholders' views, theCompensation Committeeseriously considersthe vote when making futureexecutivecompensation decisions. TheBoard has adoptedapolicy of providing for annual advisoryvotes on the compensation of ourNEOs. We believe our compensation programs reflect responsible, measured practices that effectivelyincentivize our executivesto dedicate themselvesfully to value creation for our shareholders, customersand employees. Our pay practices arealignedwith our shareholders'interestsand with leadingindustry practiceand are governed by aset of strongpolicies. Examplesinclude: • Double-triggerprovisionsfor changeincontrol situations, andnoexcise tax gross-ups forpaymentsupontermination after a changeincontrol; • Arecoupment policyapplicable to cash and equityincentivecompensation payments; • Stockownership guidelines of 7x base salaryfor the CEOand 3x base salaryfor otherNEOs,and stockholding requirementsof threeyearsfrom thevestingdate forequity awards; and • Prohibitionsonhedging or pledging of Company stock. For amoreextensivelist of our best practices, refer to page40ofthis Proxy Statement.Inaddition,our Compensation Discussion and Analysis (CD&A)providesadetaileddiscussionofour performance-based approachtoexecutive compensation. We encourage you to read theCD&A,the rest of this Proxy Statement and our 2020 Form10-K,whichdescribesour business and 2020 results in more detail. Recommendation The compensation of ourexecutives is aligned to performance, is sensitive to shareholderreturns, appropriately motivatesand retains our executives, and is acompetitiveadvantage in attractingand retaining the high calibertalentnecessary to drive our business forwardand build sustainable value for our shareholders. Accordingly,the Board recommendsthat shareholders approve thefollowingresolution: "RESOLVED, that, as an advisorymatter,the shareholders of NorthropGrumman Corporation approve thecompensationpaid to the Company's named executiveofficersasdisclosed in this Proxy Statement pursuant to Item402 of RegulationS-K,including the Compensation Discussion andAnalysis, compensation tablesand narrativediscussion." Vote Required Approval of this proposal requires that thevotes cast "for" theproposal exceed thevotes cast "against" theproposal. Abstentions and broker non-voteswill havenoeffectonthis proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDSTHAT YOU VOTE "FOR" PROPOSAL TWO.

38 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

In theCD&A, we provide an overview of our executive compensation programs andthe underlying philosophy usedtodevelop the programs. We describe thematerial components of our executive compensation programs forour 2020 NEOs and explainhow and whyour Board's Compensation Committee determinedcertainspecific compensation policiesand decisions. We refertocertain non-GAAPfinancial measures, whichare identified with asterisks. For more information, including definitions, reconciliationstothe most directlycomparable GAAP measureand why we believethesemeasuresmay be useful to investors,see "Appendix A-Use of Non-GAAPFinancial Measures." The 2020 NEO compensation is in the Summary Compensation Table on page58and other compensation tablescontainedinthis Proxy Statement. 2020 NEOs KATHY J. WARDEN DAVID F.KEFFER MARKA.CAYLOR BLAKEE.LARSON JANISG.PAMILJANS KENNETH L. BEDINGFIELD

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 39 COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE SUMMARY

Summary of OurExecutive Compensation Programs

Our executive compensation philosophy is to provide our NEOs with attractive, flexibleand market-basedtotal compensationtiedto annual and long-termperformance and aligned with theinterestsofour shareholders. The keyelementsofour compensation programsfor our NEOs are summarizedbelow.

CompensationElementPurpose Key Characteristics

Determinedbylevel of responsibility, competitivemarketpay Base Salary Compensate fairly and competitively assessment and individual performance

Financial Metrics 35% Adjusted Cash Flow from OperationsConversion* 35% Segment Operating Income* Growth Annual Incentive Plan (AIP) Motivate and reward achievement of 15% Pension-adjustedNet Income* Growth annual business objectives 15% Pension-adjustedOperatingMargin (OM) Rate* Subject to downward adjustment for failure to achieve non-financial objectives

Link the interests of our executive 30% of annual LTIP grant Long-TermIncentive Plan (LTIP) officers to shareholdersand retain RestrictedStock Rights (RSRs) executive talent Three-year cliff vesting

70% of annual LTIP grant Link the interests of our executive LTIP officers to shareholders, motivate and Three-year performance period RestrictedPerformance Stock reward achievement of long-term Rights (RPSRs) strategic goals and retain executive Equally weighted metrics of relative Total ShareholderReturn(TSR), talent AdjustedCumulative Free Cash Flow* (AdjustedCumulative FCF*) and Operating Return on Net Assets* (Operating RONA*)

*Thismetricisanon-GAAP financial measure.For moreinformation,see "AppendixA-Use of Non-GAAP Financial Measures."

Our CompensationPay Practices (pages 40 -56)

Ourcompensation programs incorporatebest practices, including thefollowing: Best Practices

• Pay forPerformance • Annual PeerGroup Review • No Hedging or Pledging of Company Stock • Above-TargetAnnual Incentive Payouts • Independent Consultant Reports Directly • DividendsPaid Upon Vesting of Equity Only WhenWeOutperform Our Peer to Compensation Committee Awards Benchmarks • No Individual Change in Control • Recoupment Policy on Cash and Equity • Long-TermIncentives Focusedon Agreements Incentive Compensation Payments Performance • LTIP Double Trigger Provisions for Change • Stock OwnershipGuidelinesand Stock • Cap on Annual Bonusesand RPSRPayouts in Control HoldingRequirements • Compensation Elements Benchmarked at • No ExciseTax Gross-ups for Payments • Regular Risk Assessments Performed Market Median Received Upon Termination After aChange in Control • No Employment Contracts for CEOor Other NEOs

40 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE SUMMARY

2020 Performance Highlights

We continued to generate strongfinancial resultsin2020, includinghigher sales, operating income,segment operating income*, cash provided by operating activitiesand adjusted freecash flow*. 2020 dilutedearningsper share were $19.03 and 2020 mark-to- market(MTM) adjusteddiluted earnings pershare*were$23.65. Our strongcash generation allowed us to invest $1.4Binour businessand return approximately $1.4Btoour shareholders throughsharerepurchasesand dividends. Throughout2020, management and theCommittee closely monitoredthe COVID-19-relatedimpacts on our financial results. Ourfinancialresults were notsignificantly impactedand the performance results reflect the comparison to ourpeers. Earnings PerShare

$25 $23.65 $21.33 $21.21 $20 $18.49 $19.03

$15 $13.22

$10

$5

$0

2018 2019 2020

Diluted EPS MTM-adjusteddiluted EPS*

J9vuagy`bu{ ua ,fef(Xhh= xuf,f{u,r gy,a_by' Yeb geby ufxebg,`uef) ayy ShddyfzuK h(8ay ex ?ef(Xhh= Yuf,f{u,r @y,a_bya'S 3-Year TotalShareholder Return

140% 120% 100% 80% 55% 53% 60% 49% 36% 40% 30%

20% 4% 0% 20182019 2020

Northrop Grumman S&P 500

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 41 COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE SUMMARY

Management andthe CompensationCommitteebelieveour executive compensationprograms arecompetitive andsupport achieving strongfinancial performance while investingfor profitablegrowth and value creationoverthe long-term. A96% shareholdermajority approved last year'ssay-on-payproposal, andour ongoing shareholderengagementindicatescontinued supportfor thestructure andelements of ourexecutive incentive compensationprograms. Compensation Mix and Incentive Metrics

We haveabalanced pay for performancecompensation structurethat places an appropriatelevel of compensationatrisk,based on our financial and non-financial performance measures and relativeTSR. Thefollowing chartsshowvariable-basedcompensation elementsattarget values.

CEOOther NEOs (Average)

Variable Variable 91% 83%

Fixed Fixed 9% 17%

VariableComponents RestrictedStock Rights* Restricted PerformanceStock Rights Annual Incenve Award

Fixed Components BaseSalary

*Restricted Stock Rights (RSRs) have been reclassifiedasvariablecompensation. RSRs aresubject to future vesting and areatriskdue to fluctuationsinthe priceofour common stock. The change aligns with peersand industrypractice. For AIP, following are theresults for 2020 performance, whichhavebeenadjusted, as applicable,toincludeproceeds from sale of equipment to acustomer,and to exclude transaction-related expenses (Orbital ATKpurchase andITServicesdivestitureexpenses), Orbital ATKintangibleassetamortization and property, plant andequipment (PP&E) step-up depreciation expense (impacts related to Innovation Systems) and certain impactsrelated to theMTM method of accounting for theCompany's pensionand other postretirement benefit (OPB)plans as detailed in "AppendixA-Use of Non-GAAP FinancialMeasures": • Adjusted Cash Flowfrom OperationsConversion*: 81.3% • Segment Operating Income* Growth:$4.2B • Pension-adjusted NetIncome* Growth:$3.0B • Pension-adjusted OM Rate*: 10.7%

42 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE SUMMARY

For the RPSR, our score covering the three-year 2018-2020 performance period was weighted 50% to relative TSR and 50% to Adjusted Cumulative FCF*, maintaining strong alignment to shareholder interest and increased emphasis on operational performance. The results, where applicable, include the after-tax impact of total pension funding and proceeds from sale of equipment to a customer, and to exclude impacts related to Innovation Systems and transaction-related expenses. Transaction- related expenses are primarily comprised of advisory, legal and other costs related to the completion of any acquisition or disposition. The combined weighted score for the metrics generated an overall performance score of 105%. The full details of the LTIP program can be found on page 52.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 43 COMPENSATION DISCUSSION AND ANALYSIS | KEYPRINCIPLES

Compensation Philosophyand Objectives

We provide an attractive, flexibleand market-basedtotal compensationprogram tied to performance and alignedwith the interests of our shareholders. Ourobjectiveistorecruit and retain thecaliberofexecutivesand other keyemployeescapableofachieving top performance and generating value for our shareholders, customersand employees. Our goal is to lead our industryinsustainable performanceand build on our strong,enduringvalues.The targets, thresholdsand payout levels of ourAIP arebenchmarked against peersand themarket.Our 2020 RPSR metricsare basedon(1) TSRrelativetoour PerformancePeerGroupand the S&PIndustrials, (2)AdjustedCumulativeFCF* and(3) Operating RONA*. For eachplan,we selectedmetrics that driveshareholdervalue and benchmark our performanceagainst our peersand themarket.Our executive compensation andbenefitprograms areguided by the followingprinciples: Pay for Performance • Our incentiveplans are basedonpeerand market benchmarked performance metrics. • Above-target incentivepayoutsare onlyawarded when we outperformour peer and market benchmarks. Leadership Recruitment, Retention and Succession • Compensation is designedtobecompetitive withinour industryand retain toptalent. • Programsare designed to recruit,motivate and reward NEOs for delivering operational and strategic performanceovertime. Sustainable Performance • Our AIPincludes both financial and non-financialmetrics to ensureweare buildingastrong foundation for long-term sustainable performanceand shareholdervalue creation. Alignment withShareholder Interests • Our compensation structure places an appropriateamountofcompensation at risk based on annual and long-term results. • At-risk compensation is based on financialand non-financial performancemeasuresand relative TSR. • Asignificant portionofcompensation is deliveredinequity,the vesting and valueofwhichprovidesalignment with shareholderreturns. • Stockownership guidelines,holding requirementsfor equityawards and our recoupment policyfurtheralign executiveand shareholderinterests. Benchmarking • Compensation program provisions andfinancialobjectives areevaluated on an annual basis andmodifiedinaccordancewith industry and businessconditions. • We seektooutperformour peers(agroup of top global defensecompanies identified as thePerformancePeerGroup on page 46). • We use aTargetIndustry Peer Group (identified on page 46)for broadermarket executivecompensation analysesthat includes companies based on apeer-of-peersanalysis. Compensation Risk Management • The Compensation Committee,together with its independent compensation consultant,conducts an annual assessment of the compensation programstodetermine if thereare potential material risks to the Company. • Boththe Compensation Committee and itsindependent compensation consultant evaluatethe mixofvariable compensation linked to financial and non-financialperformance,aswellasshareholderreturns. • The assessment is to confirmthereisanappropriatebalanceinthe executivecompensation programs, practicesand policies.

44 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS | KEYPRINCIPLES

How We Make CompensationDecisions

Role of theCompensation Committee The Compensation Committee is responsible for overseeing our compensation policies, incentiveand equity compensation plans and approving paymentsorgrantsunder these plans for electedofficers(other than theCEO). The Compensation Committee recommendsthe compensation forour CEO to the independent directorsofthe Board for approval and approves thecompensation for theotherNEOs.Inperforming itsduties, theCompensation Committee: • receives advice fromanindependent compensation consultant whoreportsdirectly to the Compensation Committeeand is discussed further below; • reviewsmarket dataand otherinput fromits independent compensation consultant; • reviewsand approves incentive goalsand objectives (CEOgoals and objectives are reviewed andapproved by theindependent directors); • evaluates andapprovesexecutivebenefit and perquisite programs; • evaluates thecompetitiveness of each electedofficer's totalcompensation package; and • conductsanannual evaluation of theindependent compensation consultant. In addition, theCompensation Committee annually reviewsand discusseswithmanagement theCD&A and provides a Compensation CommitteeReport for inclusion in the proxy statement. For more information regarding thecompositionofthe Compensation Committee and its duties andresponsibilities, see "Corporate Governance–Committees of the Board of Directors –Compensation Committee"onpage18. Role of theIndependent Compensation Consultant The Compensation Committee retains an independent compensation consultant, Frederic W. Cook &Co. (the Compensation Consultant). The Compensation Consultant reports directlytothe Compensation Committee,and the Compensation Committee may replacethe Compensation Consultantorhireadditional consultants at anytime. Arepresentative of theCompensation Consultant regularly participates in meetings of theCompensation Committee and communicates withthe Compensation Committee Chairperson between meetingsasneeded; however,the Compensation Committee and theindependent directors of the Board makefinaldecisions on the compensation actions for theNEOs. The Compensation Consultantalsoparticipates in executive session with the Compensation Committee.Other than thefeespaidtothe Compensation Consultantpursuant toits engagement by the Compensation Committee for itsadviceonexecutiveand director compensation, the Compensation Consultant doesnot receiveany fees or income from the Company. The responsibilitiesofthe Compensation Consultantinclude: • providing areviewofmarket dataand advising theCompensation Committee on thelevelsand structure of ourexecutive compensation policiesand procedures, including compensation matters for NEOs; • reviewing and advising theCompensation Committeeonour total compensation philosophy,peergroups and target competitivepositioning; • identifying markettrendsand practices andadvising the Compensation Committee on program design implications; • providing proactive advicetothe Compensation Committee on bestpractices forBoard governanceofexecutive compensation, compensation-relatedriskmanagement,and any areas for program designtomost appropriatelysupportthe Company's businessstrategy and organizational values; and • serving as aresource to theCompensation Committee Chairperson on settingagenda itemsfor Compensation Committee meetingsand undertaking special projects. In February2021, the Compensation Committee determined that therewerenorelationships betweenthe Compensation Consultant and theCompany or any of theCompany's directors or executiveofficersthat raised aconflictofinterest.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 45 COMPENSATION DISCUSSION AND ANALYSIS | KEYPRINCIPLES

Role of Management Our CEO makescompensation-related recommendations for electedofficers, otherthan theCEO, to theCompensation Committee for itsreviewand approval. The CEO'sevaluation is based on each officer'scompensation relativetomarket and theoverall framework,philosophy and objectivesfor our executive compensation programs approved by theCompensation Committee. The recommendations for electedofficersare basedonanassessment of each executive's performance, skills and industry knowledge, marketcompensation benchmarks, andsuccessionand retention considerations. The Corporate VicePresident and Chief HumanResourcesOfficerprovides asummary of historical compensation andbenefits-related datawhencompensation decisions are considered by theCompensation Committee to ensurecompensation decisionsare madewithin our total compensation framework. Management also providesrecommendations to the Compensation Committee regardingexecutiveincentiveand benefit plan designs and strategies. These recommendations include financialand non-financialoperational goals andcriteriafor our annual and long-termincentiveplans. Use of Competitive Data

Performance Peer Group: Set Performance Targets and EvaluatePerformance The Compensation Committee usesthe PerformancePeerGroupfor purposesofsetting performancetargetsand evaluating performance for our AIPand LTIP.The Performance Peer Group encompasses thelargest global defensecompanies by government revenueswithin thedomesticaerospaceand defense market space. The same Performance Peer Group was usedtoestablish the goals forthe 2020 AIPand 2018 RPSR grantsthat vested at theend of 2020, andthe 2020 RPSRgrantsthat will vest in 2022.

PERFORMANCEPEER GROUP BAE Systems L3Harris Technologies, Inc. Raytheon Technologies Corporation(1) The Boeing Company Leidos Holdings, Inc. Thales Group Booz AllenHamilton Holding Corporation Leonardo General Dynamics Corporation Lockheed Martin Corporation (1) Raytheon CompanymergedwithUnited Technologies in 2020, forming Raytheon TechnologiesCorporation

Target Industry Peer Group: Benchmark Executive Compensation Practices The Compensation Committee benchmarksour executive compensation levels and practices against aTargetIndustryPeerGroup of 13 companies, includingasubset containing six direct peers.Prior to the beginningofthe year, theCompensation Committee sets theTargetIndustryPeerGroup usedtobenchmark compensation for thefollowingyear. To identify peer companies for compensation benchmarking purposes, theCompensation Consultantemployedanobjectivecriteria-basedmethodology where: • thecompany was identified as apeerbyatleast two aerospaceand defense peers or proxy advisory services; • thecompany participated in theannual Aonexecutivecompensation study;and • revenues, totalemployeesand market capitalization of thepeercompany were broadlysimilartothose of theCompany.

46 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS | KEYPRINCIPLES

While the Target Industry PeerGroup is reviewed annually by the CompensationCommitteewith theCompensationConsultant, our goal is to keepitasconsistent as reasonably possible on ayear-over-yearbasis.The companiesthatcomprisethe 2020Target Industry PeerGroup arelistedinthe following table:

2020 TARGET INDUSTRY PEER GROUP 3M Company Johnson Controls International The Boeing Company (1) L3Harris Technologies, Inc. (1) Caterpillar,Inc. Lockheed Martin Corporation (1) Eaton Corporation Parker-Hannifin Corporation EmersonElectricCompany Raytheon Technologies Corporation (1)(2) General Dynamics Corporation (1) Textron, Inc. Honeywell International,Inc. (1) (1) Included in the subsetofsix directpeers also used for compensation benchmarking (2) Raytheon CompanymergedwithUnited Technologies in 2020, forming Raytheon TechnologiesCorporation It is theCompany's pay philosophy to provide theCEO acompensation packagethat comprises competitive elements of basesalary and target variablepay relative to theTarget Industry Peer Group and thedirectsix peers notedinthe table above. In 2020,the CEO'starget total direct compensation approximatedthe median of theTarget Industry Peer Group and direct sixpeers. Another element of theCompany's pay philosophy is to tieasignificant portion of the CEO's paytoperformance. As aresult,the CEO'sactual compensation may differ fromthis marketmedianbasedonthe Company's actual performance. In determining the base salaryand target variablepay elements forthe other NEOs,the Compensation Committee doesnot set any specific benchmark relativetothe Target Industry Peer Group;rather,the Compensation Committee considersseveral factors in determiningtheircompensation,including executive compensation levels andpractices of the Target Industry Peer Group,NEO individual experience,growthinjob as demonstrated through sustainedperformance, leadership impact, retention and pay relative to the CEO. Actual annual incentive awardsand long-termincentiveaward opportunities reflectthesefactors, as wellasCompany performance.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 47 COMPENSATION DISCUSSION AND ANALYSIS | KEYCOMPONENTS OF OUR PROGRAMS

Annual Incentive Compensation

Under our shareholder-approved 2002 IncentiveCompensation Plan (AIP),the Compensation Committee approves theannual incentivecompensation target payout percentage for eachNEO other than theCEO. For theCEO, suchpercentage is approvedby theindependentdirectors of the Board. The target incentiveaward (target bonus) representsapercentage of each NEO'sbase salary. Following thecompletion of the fiscal year, thetargetbonus is used by the CompensationCommittee,together with itsassessment of Company performanceagainst establishedperformancecriteria, to determine thefinal bonus award amount. 2020 Annual Incentive The 2020 target bonus forthe CEO was180%ofbase salary, whichwas unchanged from2019. For eachofthe otherNEOs,the 2020 targetbonus was100%ofbase salary, whichwas also unchanged from2019. Final bonus awardsfor each NEO weredetermined by multiplying theNorthrop Grumman Company PerformanceFactor (CPF) by thetarget bonus. The CPF can range from0%to200%. Annual Incentive Formulafor 2020:

Target Base Salary X Payout% = Target Bonus

FinalBonus Target Bonus X CPF = Award

Annual performanceevaluationsare conducted by theCEO foreach NEO, other than theCEO, and reviewed with the Compensation Committee. The Compensation Committeeconsiders thisperformance information as well as thecomparison to market data. The Compensation Committee approves bonusamounts forall NEOs except theCEO, whose annual bonus is recommended by the Compensation Committee to theindependent membersofthe Board for approval. The Compensation Committee has discretionto makeadjustments to the annual bonus payoutsfor NEOs,other than theCEO, if it determinessuchadjustment is warranted. For example,ininstanceswhereCompany performancehas been impactedbyunforeseenorunusual events, theCompensation Committee has exercised itsauthoritytoincreasethe final awardsasnecessary to preservethe intended incentives andbenefits. The Compensation Committee has also adjusted payoutsdownward in thepast,despite performancetargetshaving been met, when it determinedthat particular circumstances had anegativeimpact on theCompany but were not reflected in theperformance calculation.

48 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS | KEY COMPONENTS OF OUR PROGRAMS

2020 Annual Incentive Goals and Results For the AIP, we use a mix of financial and non-financial metrics to measure our performance. Our AIP metrics reflect our commitment to investing for and achieving long-term profitable growth; maintaining alignment with shareholders' interests; and incentivizing top performance against our industry peers. FINANCIAL METRICS: For 2020, the Compensation Committee continued with Segment Operating Income* Growth and refined Pension-adjusted Cash Flow from Operations* to be Adjusted Cash Flow from Operations Conversion*, each weighted at 35%. The Committee remained consistent with Pension-adjusted Net Income* Growth and Pension-adjusted OM Rate*, each weighted at 15%. The metrics are defined as follows: • Adjusted Cash Flow from Operations Conversion*: calculated as Adjusted cash provided by operating activities* divided by earnings before interest, taxes, depreciation and amortization, excluding mark-to-market (MTM) expense and the MTM-related deferred state tax benefit (Adjusted EBITDA*). This metric emphasizes the importance of converting earnings into cash and enables management to make capital investment decisions that support long-term profitable growth without impacting performance-based incentive compensation. • Segment Operating Income* Growth: calculated as segment operating income* multiplied by a market-based growth rate. This metric incentivizes management to focus on profitable growth and enables management to evaluate the financial performance and operational trends of our sectors. • Pension-adjusted Net Income* Growth: calculated as net income before the after-tax impact of the total net FAS/CAS pension adjustment multiplied by a market-based growth rate. This metric incentivizes management to achieve relative long-term profitable growth greater than a projected industry growth rate. • Pension-adjusted OM Rate*: calculated as OM rate (operating margin divided by sales) before net FAS (service)/CAS pension adjustment. This metric establishes high program performance expectations for the Company.

* This metric is a non-GAAP financial measure. For more information, see "Appendix A - Use of Non-GAAP Financial Measures."

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 49 COMPENSATION DISCUSSION AND ANALYSIS | KEYCOMPONENTS OF OUR PROGRAMS

NON-FINANCIAL METRICS: In additiontothe financial goals,various non-financial goals areusedtoalign ourobjectiveswith allour stakeholders.Performance against these non-financial metrics can result only in adownward adjustmenttothe financial metric score. For2020, we selected thefollowing non-financial metrics:

Non-Financial Metric How MeasuredHighlights Program-specific objectives, including defect rates, process quality,supplier • Corporatequality metric was above Quality quality,planning quality or other appropriatecriteriafor program typeand targetfor the year phase.

Customer feedback, including customer- • Customer satisfaction metric wasat Customer Satisfaction generatedperformancescores, award feesand verbal and writtenfeedback. targetfor the year Perform at or abovethe Global High Performance(GHP) Norm,aWillis Towers • 86%favorable employeeengagement Watson (WTW) index.Resultsderived Engagement&Inclusion and equaltothe GHP norm fromannual employeesurveywith a •83% favorable on theinclusion index "percent favorable response" andabove theGHP norm measurement scale.

Reach or exceed theGHP Norm. Results •75% favorable and equaltothe goal derived from annual employeesurvey •Company improved during ayearwhen OperationalEfficiency with a"percentfavorable response" most other companieshad adeclineas measurement scale. noted in theWTW indices

Representation of femalesand people of • We metorexceeded our employee color in all management levelpositions Diversity with respect to internal and external diversitygoals in 2020,and since 2010, benchmarks. have made significant progress

Reductions in absolute greenhouse gas •The company exceeded theannual emissions andpotable water targetfor the year, driving further Environmental consumption,and improvement in solid progress towardsour multi-year Sustainability wastediversion (i.e., wastedivertedfrom environmental sustainability goals that landfilldisposal). ended in 2020 Total case rate,defined as thenumber of Occupational Safety&Health • The Company exceeded theannual Safety Administration recordable injuriesaswell as by lost work day rateassociatedwith targetin2020 those injuries.

PAYOUT: OurAIP provides forpayout levels from 0% to 200%oftarget.The minimum,target and maximum performancelevelsare derived basedonananalysisofthe historical and forecastedperformance of our PerformancePeerGroup(Pension-adjusted Net Income*Growthisbased on projected market growth rates). Specific values are identified for eachmetricatselectedpoints in the range betweenminimum and maximum andother values are determinedbylinear interpolation betweenthese points.Nopayout is madeifperformanceisbelow the minimum.Above-target payout can be earned onlyifthe Company’s performance exceeds the performance threshold noted in thetable on thefollowing page. The maximum200%payout is based uponapproximate topquartile past performanceofthe PerformancePeerGroup. Thisstructure rewards superiorperformance by aligning above-target payoutsto outperforming our peer benchmarksand providesreduced awards forbelow target performance.

50 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS | KEYCOMPONENTS OF OUR PROGRAMS

As mentionedpreviously, theCommitteemonitored theimpact of COVID-19 throughout the year, andtaking into considerationthe modestimpacts to ouroperations andresults, determined nottomake anyadjustments to the AIP framework or calculated outcome of performance andresultingpayouts.

In determining the CPF, both financialand non-financial performance against goals areassessed. The2020 Company financial performance forthe four metrics showninthe tablebelow was 143%.Asapproved by the CompensationCommittee, Company performance calculations wereadjusted,asapplicable, to includeproceeds from sale of equipment to acustomer, andtoexclude transaction-related expenses, Orbital ATK intangibleasset amortizationand property, plantand equipment (PP&E) step-up depreciation expense as wellascertain accounting impacts relatedtothe Company's pension, andOPB plans.

Consistentwith prioryears,GAAPearnings wereadjusted forthe after-tax impact of theCompany'sFAS/CAS pension adjustment recordedduringthe year andMTM pensionand OPBexpense andrelated taximpacts recognizedatthe endofthe year. As such, during2020 we removed $1.3B from earnings relatedtoour FAS/CAS pensionadjustmentand addedbackearningsof$0.8B associated with our MTMpension andOPB expenseand relatedtax impacts. Theadjustments allowed us to moreeffectively comparethe Company's financialperformance against ourpeers. Details areoutlinedinAppendixA-Use of Non-GAAPFinancial Measures.

Performance to Achieve Target 2020 2020 Financial Metric/Goal Weighting Payout Performance Score AdjustedCash Flow from Operations Conversion* 35% 72.0% 81.3% 64% Segment Operating Income* Growth 35% $4.2B $4.2B 35% Pension-adjusted NetIncome* Growth 15% $2.8B $3.0B 29% Pension-adjusted OM Rate* 15% 11.1% 10.7% 15% 143% *Thismetric is anon-GAAPfinancial measure.For moreinformation,see "Appendix A-Use of Non-GAAP FinancialMeasures." Performanceagainst theannual non-financial metricscannotexceed100%and canresult onlyinadownward adjustment to the financial performance score.The Companydemonstrated strong performance in 2020 overall against thenon-financial goals, and theCompensation Committeeapproved anon-financial score of 100%.Inconsideration of both the financialand non-financial performance, the 2020 Company PerformanceFactor was determined to be 143%. Decisionsfor 2020 In February2021, theCompensation Committee recommended, and theindependent membersofour Board approved, a2020 annual incentive award of $3,977,000 forthe CEO,Ms. Warden. Based on theCPF,Ms. Warden recommended, and the Compensation Committee approved, theotherNEOs'annual incentiveawards.

AIP Target %of Name Salary AIP PayoutRange %Performance Payout Actual Payout (1) Kathy J. Warden 180% 0% -200% 143% $3,977,000 David F. Keffer 100% 0% -200% 143% $928,000 Mark A. Caylor 100% 0% -200% 143% $1,223,000 Blake E. Larson 100% 0% -200% 143% $1,160,000 Janis G. Pamiljans 100% 0% -200% 143% $1,223,000 Kenneth L. Bedingfield(2) 100% 0% -200% 143% $185,000 (1)(1) The potential range of bonus payouts based on 2020 performance is disclosedinthe Grants of Plan-Based Awards Table. Actual bonuspayouts for2020performance are disclosed aboveand in the Summary Compensation Table. (2) Mr. Bedingfield's payout represents the portion of his severance payment equal to the proratedbonushewould have received underthe Company's AIP.

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Long-TermIncentive Compensation

2020 Long-Term Incentive Program In determining theamount of theindividual long-term incentive award for our NEOs (other than theCEO), theCompensation Committee considersanelected officer'sindividual performance during the preceding year, growth in job as demonstrated through sustainedperformance, leadership impact, retention and pay relative to theCEO, as wellasmarket datafor the electedofficer's position based on theTarget Industry Peer Group analysis. In 2020,after determining theawardvalue for theNEOs as describedabove,the Compensation Committee granted awards in the form of RPSRs to ensuresustainability and achievement of businessgoalsovertimeand RSRs to provide retention value. The awards were comprised of 70%RPSRs and 30%RSRs. TheCompensation Committeedetermined thislong-term incentive mix would appropriately motivate and reward theNEOs to achieve our long-termobjectives andfurtherreinforcethe link betweentheir interestsand theinterestsofour shareholders. The RPSRs will vest and be distributed followingthe completion of the three-year performanceperiod (commencing January1,2020 and ending December 31,2022) if goals are met. The RSRs generally vest 100% after three years. Earned RPSRs and RSRs may be paid in shares, cash or acombination of sharesand cash at the Compensation Committee's discretion. An executivegenerally must remainemployed throughthe vesting period to earn an award.Vesting fortermination due to death,disability, retirement or change in controlisdiscussed in the"Termination Paymentsand Benefits" section on page 70.Dividendequivalentsaccrue on both RPSR and RSR awards earned and will be paid upondistributionofthe RPSRsand RSRs. The Compensation Committee evaluates RPSR performance requirementseachyear to ensurethey are aligned with our business objectives. For the 2020 RPSRgrant,the Compensation Committee determinedthat for theNEOs,performancemetrics will continue to be relativeTSR, Adjusted CumulativeFCF* andOperating RONA*, each equallyweightedat1/3. Thecurrent metrics and weightingsreflect theCompany's continuedemphasisonoperational performancedirectly impacted by management decisionsand behaviors, whilemaintaining strong alignment with shareholderinterests. Based on theperformance against thesemetrics, shares earned for 2020 RPSRgrantscan vary from0%to150%ofthe rights awarded. TSR is measuredbycomparing cumulativestock priceappreciation with reinvestment of dividendsoverthe three-year period to the PerformancePeerGroup (50% of relativeTSR portionofaward) and to theS&P Industrials (50% of relativeTSR portionofaward), whichcomprisescompanies within the S&P 500classifiedasIndustrials, reflecting the range of similar investment alternatives availabletoour shareholders. To smoothvolatilityinthe market, theTSR calculation is based on theaverageofthe three-year returns foreach of the30calendar days, starting fromthe grant date, to thelast 30 daysofthe performance period. The maximum relativeTSR payout is cappedat100%oftarget shares if the absolute TSR is negative, even if therelativeTSR would haveresulted in ahigher score. Adjusted CumulativeFCF* focusesoncashgeneration after capital investmentsand is calculated as theaggregateAdjusted Free Cash Flowbeforeafter-tax total pension funding*overathree-year period. Adjusted Free Cash Flow* includes funds available to createshareholder valueafter investing in thebusiness throughcapital expenditures. Operating RONA*drivesoperational productivitythroughthe efficientuse of capitalresources(netoperating assets). Themetricis calculated as Adjusted NetOperating Profit After-Tax* (adjusted NOPAT*) divided by the two-year average of net operating assets. RecentlyCompleted RPSR Performance Period (2018–2020) In February2018, when grantingRPSRstoNEOs whowereelected officers at the timeofthe grant,the Compensation Committee selected relativeTSR and Adjusted CumulativeFCF*, equallyweighted at 50%, as theperformancemetrics for the awardsand established theperformancecriteria for theawards as setforthinthe tablebelow.

Performance RequiredtoScore 2020 Actual Metric/Goal Weighting 0% 100% 150% Performance 2020 Score Relative TSR -2018 Performance PeerGroup 25% 25th 50th 80th 60th 29% Relative TSR -S&P Industrials 25% 25th 50th 80th 32nd 7% AdjustedCumulative FCF*50% $5.6B $6.8B $8.5B $8.1B 69% RPSR Performance Factor 105%

52 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS | KEYCOMPONENTS OF OUR PROGRAMS

In February 2021, theCompensationCommitteereviewed performance for the January1,2018 to December 31, 2020 RPSR performance period.The combined weighted scorefor the metrics generated an overall performance scoreof105% (excluding the impactoflegacyInnovationSystems as detailed in "Appendix A-Use of Non-GAAP FinancialMeasures"). In February 2021, theNEOsreceivedpayouts in stock with respect to theoutstandingRPSR awards that were granted in February 2018 forthe three-yearperformance period endingDecember 31,2020 (asdescribed furtherinfootnote 3tothe OutstandingEquity Awards Tableonpage61). OtherBenefits

This section describesotherbenefits theNEOs receive. These benefits arenot performancerelatedand are designed to provide a competitivepackage for purposesofattracting and retaining the executive talent neededtoachieve ourbusiness objectives. These benefitsincluderetirement benefits, certainperquisites andseverance arrangements. Retirement Benefits We maintain tax-qualifiedretirement plans(both defined benefitpension plansand definedcontribution savingsplans) that cover most of our workforce,including theNEOs. We also maintain nonqualifiedretirement plansthat are availabletoour NEOs, whichare designedtorestore benefitsthat were limitedunderthe tax-qualified plansortoprovide supplemental benefits. Compensation, age and yearsofservice factorintothe amount of benefitsprovidedunderthe plans. Thus, theplans arestructuredtorewardand retain employees of long service and recognize higher performancelevelsasevidenced by increases in annualpay. Additional information aboutthese retirement plansand the NEO benefitsunder theseplans can be found in the Pension BenefitsTableand Nonqualified Deferred Compensation Table, on pages 63 and68, respectively. The Compensation Committee assesses aggregate benefitsavailabletothe NEOs and has previouslyimposed an overall cap, generally limitedtonomore than 60%offinalaverage pay,onpension benefits forthe NEOs (except for small variationsdue to contractual restrictionsunder theplans). The nonqualified supplementaldefined benefitplans in whichour NEOsparticipatewere frozen as topay and serviceasofDecember 31,2014. Perquisites Our NEOs are eligiblefor certain limited executive perquisites that includefinancialplanning, incometax preparation, physical exams and personal liabilityinsurance. The Compensation Committee believes these perquisites arecommonwithin the competitive marketfor totalcompensation packages forexecutives andare usefulinattracting,retaining and motivating talentedexecutives. Perquisites provided tothe NEOs in 2020 are detailedinthe SummaryCompensation Table on page58. Security Arrangements Giventhe nature of ourbusiness, we maintain acomprehensive securityprogram. As acomponent of that program,weprovide residential and/or travelprotection thatweconsider necessary toaddress our security requirements. In selecting the leveland form of protection,weand the Board consider securityrisks faced by those in our industry in general and securityrisks specific toour Company andits individuals. Based on securitythreatinformation obtained andanongoing dialogue with law enforcement and securityspecialists,the Board has required that Ms. Warden and otherNEOs receivevarying levels of residential and travel protection. Since we require this protection under acomprehensive securityprogram anditisnot designed toprovide apersonal benefit(other than the intended security), we do not view thesesecurityarrangementsascompensation to theindividuals. We reportthese securityarrangementsasperquisites as required under applicable SEC rules. In addition,wereport them as taxable compensation to theindividuals if they arenot excludable fromincomeasworking condition fringebenefitsunder Section 132ofthe Internal Revenue Code. The Boardhas determinedthatthe CEO shouldavoid travelingbycommercial aircraft forpurposesofsecurity, rapid availabilityand communicationsconnectivity during travel,and shoulduse Company-providedaircraft for all air travel.If, as aresult, theCEO uses Company-providedaircraft for personal travel,the costsofsuch travel are imputed as income and aresubjecttothe appropriatetax reporting accordingtoInternalRevenueCoderegulations. We regularly review the nature of thesecuritythreatand associated vulnerabilitieswithlaw enforcement and securityspecialists and will continue torevise our securityprogram as appropriate.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 53 COMPENSATION DISCUSSION AND ANALYSIS | KEYCOMPONENTS OF OUR PROGRAMS

SeveranceBenefits We maintain theSeverance Plan for Elected and Appointed OfficersofNorthrop GrummanCorporation(Severance Plan), whichis availabletoMs. Warden and otherNEOs whoqualify and areapproved to receivesuch benefits. The purposeofthe Severance Plan is to help bridge the gap in an executive'sincomeand healthcoverage during aperiodofunemployment followingtermination,and to ensurecertainbenefitsfor the Company. We do not maintain anychangeincontrol (CIC) severance plans. In addition,wedonot provide excise tax gross-ups forany payments received upontermination after achangeincontrol. Upon a"qualifying termination"(definedbelow)the Company will provide severancebenefitstoeligible NEOs under the Severance Plan. Provided the NEO signsarelease and agrees to certain restrictions, he or shemay receive: (i) alumpsum severancebenefit equal to oneand one-half timesannual base salaryand target bonus,(ii)aproratedperformancebonusfor the year of termination, (iii) continued medical and dental coverage for the eighteen-monthseverance period, (iv)incometax preparation/financial planning feesfor the year of termination andthe following year and(v) outplacement expenses up to15% of salary,all subject to management approval. The cost of providingcontinued medical and dental coverage is based uponcurrent premium costs. Thecost of providingincometax preparation and financialplanning is cappedfor theyearoftermination and for the year following termination.The annual cap for the CEO is $30,000 and for the rest of theNEOs is $18,500. A"qualifying termination"includes one of thefollowing: • involuntary termination,other than for cause or mandatoryretirement;or • election to terminateinlieu of accepting adowngrade to anon-officer position (i.e.,goodreason). Change in Control Benefits We do not maintain separateCIC programsoragreements. Theonly CICbenefitsavailabletothe NEOs are those describedinthe terms and conditions of thegrantsunder the 2011 Long-TermIncentive StockPlan (2011 Plan). Policies and Procedures Stock Ownership Guidelines We maintain stockownership guidelines forour NEOs to further promotealignment of management and shareholder interests. These guidelines require that NEOs ownCompany stock with avalue denominated as amultipleoftheirannualsalaries, whichcan be accumulated over afive-year period from thedate of hireorpromotion into an elected officer position. Theguidelinesare as follows:

Position Stock Value as aMultiple of Base Salary Chairman and Chief Executive Officer 7x base salary Other NEOs 3x base salary

Shares that satisfy thestock ownership guidelines include: • Companystock ownedoutright; • unvested RSRs;and • thevalue of sharesheldinthe Northrop Grumman SavingsPlan or Northrop Grumman Financial Security and Savings Program.

Unvested RPSRsare not included in calculating ownership until they are convertedtoactual sharesowned. The Compensation Committee reviewscompliancewithour stock ownershipguidelinesonanannualbasis. As of December31, 2020,all NEOswereincompliancewiththe ownership guidelines. The Compensation Committee continues to monitor compliance and willconduct afullreviewagain in 2021. Stock Holding Requirements We haveholding period requirementsfor payoutsfrom long-term incentive grants, furtheremphasizing theimportance of sustainable performanceand appropriate risk-management behaviors.Underthis policy, NEOs are requiredtohold,for aperiodof threeyears, 50%oftheirnet after-tax shares received from RPSRdistributionsand RSRvestings. These restrictionsgenerally continuefollowing terminationand retirement;however,shares acquired from RPSRdistributions more than one year after separation fromthe Company are not subjecttothe holdingrequirement.

54 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS | KEY COMPONENTS OF OUR PROGRAMS

Anti-Hedging and Pledging Policy Company policy prohibits our NEOs and other elected officers from hedging or entering into margin transactions involving Company stock, and pledging Company securities as collateral for loans or other transactions. Additional information about our policy can be found in "Compensation of Directors - Stock Ownership Requirements and Anti-Hedging and Pledging Policy" on page 30. Recoupment Policy The Company's recoupment policy provides that: • the Board has discretion to recoup incentive compensation paid to an elected officer in the event of a restatement or if an elected officer engages in illegal conduct that causes significant financial or reputational harm to the Company; • the Board has discretion to recoup incentive compensation paid to the elected officer in the event the elected officer fails to report such misconduct of another, or is grossly negligent in fulfilling his or her supervisory responsibilities to prevent such misconduct; and • the CEO has discretion to recoup under similar circumstances incentive compensation provided to non-elected officers or other employees. The Company’s recoupment policy applies to a three-year look back of performance-based short- or long-term, cash or equity incentive payments. It provides for certain disclosure in the event of recoupment, consistent with SEC and other legal requirements. Risk Management The Compensation Committee annually reviews our compensation program and together with the independent Compensation Consultant assesses potential compensation-related risks to the Company. Based on this assessment for 2020, the Compensation Committee determined that the risk profile is appropriate and substantial risk management features are incorporated into our compensation program. This determination reflects the following conclusions from the detailed risk assessment: • there is appropriate balance to mitigate compensation-related risk in the executive compensation program's design between fixed and variable pay, cash and stock components, short- and long-term measures, financial and non-financial measures, and formulaic and discretionary decisions; • there are appropriate policies in place to mitigate compensation-related risk, including the Compensation Committee's and its advisor's independence, transparent disclosure, officer stock ownership guidelines and holding period requirements, and hedging and recoupment policies; and • there are no incentive or commission arrangements below the executive level that potentially encourage excessive risk-taking behavior. Grant Date for Equity Awards Annual grant cycles for equity awards occur in February at the same time salary increases and annual incentive targets are determined. This timing allows the Compensation Committee to make decisions on each of these compensation components at the same time, utilizing a total compensation philosophy. The Compensation Committee reviews and approves annual long-term incentive grants during its scheduled meeting, which occurs following the announcement of our year-end financial results. Equity grants may also be granted on an interim basis throughout the year for special situations, such as new executive hires, promotions or retention. Tax Deductibility of Pay Under prior law, Section 162(m) of the Internal Revenue Code generally limited the annual tax deduction to $1 million per person for compensation paid to the Company's CEO and the next three highest-paid NEOs, other than the Chief Financial Officer (collectively, covered employees). Certain compensation, including qualified performance-based compensation, was not subject to the deduction limit if certain requirements were met. The 2017 Tax Act enacted on December 22, 2017, modified Section 162(m). The 2017 Tax Act expanded the definition of covered employees to include the Company's Chief Financial Officer and any employee who was a covered employee for any taxable year beginning after December 31, 2016. The 2017 Tax Act also repealed the performance-based compensation exception to the deduction limit. These amendments, effective January 1, 2018, do not apply to compensation paid pursuant to a written binding contract in effect on November 2, 2017, that was not materially modified after such date.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 55 COMPENSATION DISCUSSION AND ANALYSIS | KEY COMPONENTS OF OUR PROGRAMS

Say-on-Pay Our shareholders are asked annually to approve, on an advisory basis, the compensation paid to our NEOs. We regularly engage with our shareholders to understand their concerns regarding executive compensation. The Compensation Committee annually reviews and discusses the results of the say-on-pay vote. In 2020, our executive compensation programs continued to receive strong support from shareholders with 96% approval at our 2020 Annual Meeting of Shareholders. Based on its review and feedback from shareholder engagement, the Compensation Committee determined that our programs are effective and aligned with shareholder interests, and no substantive changes were required.

56 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION COMMITTEE REPORT

The Compensation Committee reviewed and discussed the CD&A with management. Based on such review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement. The Board has approved the recommendation. COMPENSATION COMMITTEE THOMAS M. SCHOEWE, CHAIRPERSON DONALD E. FELSINGER BRUCE S. GORDON MADELEINE A. KLEINER KARL J. KRAPEK GARY ROUGHEAD

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 57 COMPENSATION TABLES | SUMMARY COMPENSATION TABLE

2020 Summary CompensationTable

Change in Pension Value and Non- Qualified Non-Equity Deferred Stock Incentive Plan Compensation AllOther Salary (1) Bonus Awards (2) Compensation (3) Earnings (4) Compensation (5) Total Name &Principal Position Year ($) ($) ($) ($) ($) ($) ($) Kathy J. Warden 2020 1,536,346 —13,499,889 3,977,000 1,144,248 649,661 20,807,144 Chairman, Chief Executive Officer 2019 1,488,462 —13,000,1594,509,000 687,615 623,484 20,308,720 and President 2018 963,462 —9,999,869 1,920,000 —458,976 13,342,307 David F. Keffer (6) 2020 634,616 —4,000,102 928,000 —71,4945,634,212 Corporate Vice President and Chief Financial Officer

MarkA.Caylor 2020 855,000 —3,000,212 1,223,000 870,818 144,715 6,093,745 Corporate Vice President and 2019 850,192 —3,499,779 1,428,000 886,646 129,727 6,794,344 President,Mission Systems 2018 790,577 —3,900,096 1,328,000 —127,017 6,145,690 Blake E. Larson 2020 802,154 —3,500,217 1,160,000 326,767 217,676 6,006,814 Corporate Vice President and 2019 746,394 —3,000,163 1,278,000 388,000 189,586 5,602,143 President,Space Systems 2018 426,216 —6,499,923 1,127,000 5,297 35,717 8,094,153 Janis G. Pamiljans (7)2020 855,000 —3,500,217 1,223,000 861,964 239,096 6,679,277 Corporate Vice President and 2019 850,192 —3,499,779 1,428,000 1,088,160 356,125 7,222,256 President,Aeronautics Systems 2018 826,154 —3,500,008 1,328,000 —241,318 5,895,480 KennethL.Bedingfield (8) 2020 145,212 —— ——3,072,8893,218,101 Former CorporateVicePresident 2019 834,385 —3,499,779 1,401,000 —296,756 6,031,920 and Chief Financial Officer 2018 811,154—3,500,008 1,304,000 —312,214 5,927,376 (1)Includes amounts deferredunderqualified savingsand nonqualified deferredcompensation plans. (2)Represents the grantdateaggregatefairvalue of RPSRs andRSRsgranted duringthe periodspresented. Thefairvalue of awards was computed in accordance with FinancialAccountingStandards Board (FASB) Accounting Standards Codification (ASC)Topic 718, excluding anyassumed forfeitures.Assumptions used in the calculationofthese amounts aredisclosed in Note 14 of theCompany's2020 Form 10-K. Themaximum grant date fair values of the 2020RPSRs areasfollows (grants assumea150% maximum payout):

Maximum Grant Date FairValue Name ($) Ms.Warden 14,174,991 Mr. Keffer 4,199,931 Mr. Caylor 3,150,413 Mr. Larson 3,150,413 Mr. Pamiljans 3,150,413 Mr. Bedingfield — (3)Theseamounts were paid pursuant to theCompany's AIP. Includesamounts deferredunderthe qualified savingsand nonqualified deferredcompensation plans. (4)Theseamounts relatesolelytothe increased present value of theNEO'spension plan benefits using mandatory SEC assumptions(seethe descriptionsoftheseplans under thePension Benefitstable on page63).The amount accrued in each year differsfrom theamount accrued in prioryears due to an increaseinage,service and pay (salary and bonus).The change in pension value is also highly sensitivetochanges in the interest rateused to determine thepresent value of thepaymentstobe madeoverthe life of the executive. Mr. Bedingfield andMr. Keffer were hired after theCompany's definedbenefit pension plans were closed to newentrants, and as aresult,they do not participate in any defined benefit pension plans. There were no above-market earnings in the nonqualified deferred compensationplans (seethe descriptionsofthese plans under the Nonqualified DeferredCompensation table on page68).

58 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION TABLES | SUMMARY COMPENSATION TABLE

(5)Amounts include, as applicable, (a)the valueofperquisitesand personalbenefits,(b) basiclifeinsurance premiums,(c) matching contributionsthrough the Northrop Grumman Foundationmadetoeligible educationalinstitutionsand to non-profit organizations underaCompany program, and(d) Company contributionstodefined contribution and deferred compensation plans. Where thevalue of the items reportedinaparticular category foranNEO exceeded $10,000 in 2020(otherthan perquisites andpersonal benefits,which aresubject to different thresholdsasdescribedbelow),those itemsare identified and quantified below. Perquisitesand PersonalBenefits - Perquisites and other personalbenefits provided to certainNEOsare as follows: security, travel-related perquisites (including useofCompanyaircraftorgroundtransportationservicesfor personaltravel and incidentalexpenses for family membersifaccompanying the NEO while on business travel), financialplanning/income tax preparationservices, insurance premiums paid by the Companyonthe NEO'sbehalf, executive physicals andothernominal perquisites or personal benefits.Wedetermine theincrementalcostfor perquisites andpersonalbenefits basedoncosts or chargesincurred by the Companyfor the benefits. As discussedin"Key Components of OurPrograms -Security Arrangements,"the Companyprovides NEOs with certain residentialand travel security protection duetothe natureofour business andsecurity threatinformation. Theamounts reflected in the "AllOtherCompensation" column includeexpenses for certainresidentialand travel security that we treatas perquisites underrelevant SECguidance,eventhough theneed for suchexpensesarises from therisks attendant with their positions with the Company. TheCompanycalculatesthe costoftravel security coveragebased on thehourlyratesand overhead fees charged directlytothe Companybythe firmsprovidingsecurity personnel. If Companysecurity personnelare used,their hourlyratesare used to calculatethe cost of coverage.The Companycalculatesthe valueofpersonaluse of Company aircraft basedonthe incrementalcostofeachelement. Fixedcosts thatwould be incurred in anyevent to operate Company aircraft (e.g.,aircraftpurchase costs, maintenance notrelatedtopersonaltrips andflightcrew salaries) arenot included. Thecostofany category of thelistedperquisites andpersonalbenefitsdid notexceedthe greaterof$25,000or10% of total perquisites andpersonalbenefitsfor anyNEO in 2020, exceptfor thefollowing: i. Ms. Warden: costsattributabletosecurity protection ($100,353),which includespersonal travelonCompany aircraft consistent with theCompany'ssecurity program($67,195), andmatching gifts ($18,900); ii. Mr. Caylor: costs attributabletomatching gifts ($14,740); iii.Mr. Larson:costs attributabletomatching gifts ($13,310); iv. Mr. Pamiljans:costs attributabletomatching gifts ($13,000); and v. Mr. Bedingfield: costs attributabletocashseverance ($2,702,000)and vacationpayout($157,873). ContributionstoPlans -In2020, we made thefollowing Company contributionstothe definedcontribution anddeferred compensation plans:

CompanyContributions Name ($) Ms.Warden 483,628 Mr. Keffer 33,323 Mr. Caylor 102,714 Mr. Larson 175,451 Mr. Pamiljans 182,628 Mr. Bedingfield 185,561 (6)Mr. Kefferwas appointed Corporate Vice President andChief FinancialOfficer effectiveFebruary 17, 2020. (7) Mr. Pamiljans retiredfromthe CompanyonFebruary 26, 2021. (8) Mr. Bedingfieldwas theCorporate Vice President and ChiefFinancial Officerin2019. He stepped down from this position effectiveFebruary 17, 2020 andleftthe CompanyFebruary 21, 2020. On February 6, 2020, theCompany filed aForm 8-K which included, as an exhibit, theSeparation AgreementwithMr. Bedingfield.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 59 COMPENSATION TABLES | GRANTS OF PLAN-BASED AWARDS TABLE

2020 GrantsofPlan-Based Awards

AllOther Estimated Future Payouts Under Estimated Future Payouts Stock Non-Equity Incentive Under Equity Incentive Awards: Grant PlanAwards (1) PlanAwards (2) Number of Date Fair Shares of Value of Stock or Stock Threshold Target Maximum Threshold Target Maximum Units (3) Awards (4) Name Grant Type Grant Date ($) ($) ($) (#) (#) (#) (#) ($) Incentive Plan —2,781,000 5,562,000 Kathy J. Warden RPSR 2/12/2020 —27,037 40,556 9,449,994 RSR 2/12/2020 11,453 4,049,895 Incentive Plan —649,038 1,298,076 RPSR 5/5/2020 —6,565 9,848 2,100,050

David F. Keffer RSR 5/5/2020 2,885 900,033 RPSR (5)5/5/2020 2,188 3,282 699,904

RSR (5) 5/5/2020 962 300,115 Incentive Plan —855,000 1,710,000 MarkA.Caylor RPSR 2/12/2020 —6,009 9,014 2,100,275 RSR 2/12/2020 2,545 899,937 Incentive Plan —811,000 1,622,000 RPSR 2/12/2020 —6,009 9,014 2,100,275 Blake E. Larson RSR 2/12/2020 2,545 899,937 RSR (6) 2/12/2020 1,414 500,005 Incentive Plan —855,000 1,710,000 RPSR 2/12/2020 —6,009 9,014 2,100,275 Janis G. Pamiljans RSR 2/12/2020 2,545 899,937 RSR (6) 2/12/2020 1,414 500,005 Incentive Plan (7) —129,077 258,154 KennethL.Bedingfield RPSR 2/12/2020 ——— — RSR2/12/2020 —— (1)Represents the potential range of payoutsunder the Company's AIP.Actualpayouts are shown in the Summary Compensation Tablecolumn entitled "Non-Equity IncentivePlanCompensation" on page 58. (2) Theseamountsrelate to RPSRs granted in 2020under the 2011Plan. Foradditional detailsonour RPSRs,refer to "Key Components of OurPrograms -Long-Term Incentive Compensation" on page 52. (3) Theseamountsrelate to RSRs granted in 2020under the 2011Plan. Foradditional detailsonour RSRs,refer to "Key Components of OurPrograms -Long-Term Incentive Compensation" on page 52. (4) Thefairvalue of awardswas computedinaccordance with FASBASC Topic718. (5) Mr.Kefferwas grantedasign-onRPSR and RSRaward on May5,2020. TheRPSRgrant vests basedonperformance forthe three-yearperformance period ending on December31, 2022. TheRSR grantvests three years from thedate of grant. Mr. Keffer must remain employedthrough the vesting periodtoearn theawards. (6) Mr.Larsonand Mr.Pamiljanswere granted retentionRSR awardsonFebruary 12, 2020. Theawards do notincluderetirement provisions andwillvestonDecember 31,2021. However,Mr. Pamiljans retiredonFebruary 26, 2021 and forfeited the retention award. (7) Mr.Bedingfield's non-equity incentive plan award represents the portionofhis severance paymentequal to the prorated bonushewould have receivedunder the Company'sAIP.

60 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION TABLES | OUTSTANDINGEQUITY AWARDS TABLE

OutstandingEquity Awards at 2020Fiscal Year End

Equity Incentive PlanAwards: Equity Incentive Plan Numberof Awards: Market or Unearned Payout Valueof NumberofShares MarketValue of Shares, Unearned Shares, or Units of Stock Shares or Units of UnitsorOther UnitsorOther Rights that Have Not Stock that Have Not RightsthatHave that Vested(1) Vested(2) NotVested(3) Have Not Vested (2) Name GrantDate (#) ($) (#) ($) 2/12/2020 11,453 3,489,958 27,037 8,238,715 2/13/2019 14,227 4,335,251 33,572 10,230,060 Kathy J. Warden 9/19/2018 4,943 1,506,231 13,016 3,966,236 2/13/2018 4,516 1,376,116 9,944 3,030,136 David F. Keffer 5/5/2020 3,847 1,172,258 8,753 2,667,214 2/12/2020 2,545 775,512 6,009 1,831,062 2/13/2019 3,830 1,167,078 9,038 2,754,059 MarkA.Caylor 12/4/2018 1,655 504,312 —— 2/13/2018 3,161 963,220 6,961 2,121,156 2/12/2020 3,959 1,206,386 6,009 1,831,062 Blake E. Larson 2/13/2019 3,283 1,000,396 7,748 2,360,971 6/13/2018 2,831 862,662 6,642 2,023,950 2/12/2020 3,959 1,206,386 6,009 1,831,062 Janis G. Pamiljans 2/13/2019 3,830 1,167,078 9,038 2,754,059 2/13/2018 3,161 963,220 6,961 2,121,156 2/12/2020 ———— KennethL.Bedingfield 2/13/2019 ———— 2/13/2018 ———— (1)Outstanding RSRs generally vest three years from dateofgrant.Mr. Larson'sand Mr.Pamiljans's February12, 2020 RSRgrants includearetention awardinthe amount of 1,414sharesfor eachexecutive.The retentionawards will vest on December31, 2021.However,Mr. Pamiljans retiredonFebruary26, 2021 and forfeited the retention award. (2)The value listedisbased on theclosingprice of theCompany's stockof$304.72 on December31, 2020,the last trading day of theyear. (3)Outstanding RPSRs granted in 2020,2019and 2018 generally vest basedonperformance for the three-year performance period ending on December 31,2022, 2021 and 2020,respectively. AllRPSRgrantsare subjecttothe Compensation Committee's approval of theperformance-basedearnout percentage applicable to thegrantfollowingthe endofthe performance period. Amounts presented assumetarget levelperformance. The 2018 RPSRs were distributedinFebruary 2021 upon the CompensationCommittee's approval.The actual numberofshares distributed to theNEOs in February2021asa result of thevesting RPSRs was as follows:

Actual Shares Distributed Name (#) Ms.Warden 24,108 Mr. Keffer — Mr. Caylor 7,309 Mr. Larson 6,974 Mr. Pamiljans 7,309 Mr. Bedingfield —

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 61 COMPENSATION TABLES | STOCK VESTEDTABLE

2020 StockVested

Stock Awards (1) (2)

Number of SharesAcquired on Vesting Value Realized on Vesting Name (#) ($) Kathy J. Warden 17,169 6,334,659 David F. Keffer —— Mark A. Caylor 12,264 4,524,775 Blake E. Larson —— Janis G. Pamiljans 15,517 5,709,673 KennethL.Bedingfield 15,944 5,882,407 (1)The number of sharesand theamounts reflected in thetable are reportedonanaggregate basis and do not reflect shares sold or withheldtopay withholdingtaxes. (2)ConsistsofRPSRs and RSRs granted in 2017.The RPSRs vested basedonthe three-year performanceperiod whichendedon December 31,2019and were distributed in February2020. The RSRs vested threeyearsfrom thedate of grant and were distributed in February2020.

62 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION TABLES | PENSION BENEFITS

2020 Pension Benefits The following table providesinformationaboutthe pension plansinwhich the NEOs participate(describedinmoredetail on the followingpages), including thepresent value of each NEO'saccumulated benefitsasofDecember 31,2020, calculated pursuant to SEC specifications for this table.Our policy generally limits an executive'stotal benefit under these plans to be no more than 60%of final average pay.

Present Value of Payments Number of Years Credited Accumulated During Last Service (2) Benefit (3) FiscalYear Name (1) PlanName (#) ($) ($) Kathy J. Warden OSERP II 12.33 3,259,999 — S&MSPension Plan 18.50 833,672 — MarkA.Caylor SRIP 18.50 2,105,472 — OSERP 12.50 1,354,541 — Pension Plan 39.50 814,875 — Blake E. Larson NGIS DB SERP 39.50 3,424,149 — Pension Plan 34.00 2,356,168 — Janis G. Pamiljans ERISA 234.00 4,800,140 — OSERP 28.00 19,986 — (1)Mr. Bedingfieldand Mr. Kefferwerehiredafter the Company'sdefined benefitpension planswere closed to newentrants and as aresult, theydonot participateinany definedbenefit pension plans. (2) Credited serviceunder OSERP forMr. Caylorand Mr. Pamiljans is lessthanactual service becausecreditedservice underthis plan stoppedasofDecember 31,2014. Each NEO'sactual service is as follows:Ms. Warden: 12.33; Mr.Caylor: 18.50; Mr. Larson:39.50;Mr. Pamiljans:33.92. (3) Amounts arecalculated usingthe followingassumptions: • TheNEO retires on the earliest date he/she could receive an unreducedbenefit under eachplan; • Theformofpaymentisasinglelife annuity exceptfor Mr.Larsonwhose NGISDBSERPbenefit is paid as alumpsum;and • Thediscountrate is 2.65%for thePension Plan, 2.73%for theS&MSPension Plan and2.68% forall other plans.The mortality tableisthe Pri-2012 White Collar mortality table projected generationallywith ScaleMP-2020 forall plansexcept theNGIS DB SERP which uses no mortality becausethe form of paymentisalump sum. Theseare the same assumptions used forthe valuationofbenefits in the Company's financialstatements.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 63 COMPENSATION TABLES | PENSION BENEFITS

Pension Plans andDescriptions

Most of thepension planswereclosedtonew hiresin2008orearlier. Prior to that time, theCompany consolidated thepension plan provisions from diverseHeritageFormulas to various CashBalanceFormulas. Over time, theCompany also transitioned officers, including NEOs,fromSERPs to adeferredcompensation plan,calledthe OfficersRetirement Account Contribution Plan. In addition, all final average pay formulas were frozen as of December31, 2014 or earlier. The pension plansinwhichNEOs participate arelisted below in alphabetical order. • ERISA2is the ERISA SupplementalProgram 2. Thisplan makesparticipantswholefor benefits theyloseunderthe PensionPlan (excluding theNorthrop Grumman Innovation SystemsPension and Retirement Plan (NGISP&R Plan) participants) dueto certain Internal Revenue Codelimits. • NGISDBSERP is theNorthropGrummanInnovation SystemsDefined Benefit Supplemental Executive Retirement Plan. Thisplan provides asupplemental pensionbenefitfor certain heritageNGISexecutives. In addition,the plan makes participantswholefor benefits they lose under the NGISP&R Plan due to certain Internal Revenue Codelimits.

• OSERP is theOfficersSupplemental Executive RetirementProgram. This planprovidesasupplemental pensionbenefitfor certain Companyofficers. • OSERP II is theOfficersSupplemental Executive RetirementProgram II.Thisplan providesapension benefitfor certain Company officers. • Pension Plan is the Northrop Grumman Pension Plan. Thisisatax qualified pension plan covering abroad baseofCompany employees. • S&MS PensionPlan is theNorthropGrummanSpace &Mission Systems Salaried Pension Plan. Thisisatax qualified pension plan covering abroadbase of Companyemployees. • SRIP is the Northrop Grumman Supplementary Retirement Income Plan. Thisplan makesparticipantswholefor benefits they lose underthe S&MSPension Plan due to certain InternalRevenueCode limits. PensionPlanand S&MS Pension Plan (Tax Qualified Plans)

The PensionPlan (excludingNGISP&R Plan) andthe S&MSPension Plan haveheritage (non-cash balance) pension formulas (Heritage Formulas). These aredescribed in detail in theHeritage Formulas table that follows. Priorto2005, theCompany transitionedthe Heritage Formulas in these planstoaCash BalanceFormula. The Cash BalanceFormula is apercentage of pay creditedtoahypothetical account,whichgrows with interest.Atretirement, the Cash BalanceAccountisconvertedtoamonthly pension benefit (further information is includedinthe Cash BalanceFormula section below). Except as providedbelow,the final benefitfromeach plan is thesum of thetwo formulas: the Heritage Formula benefit plusthe Cash BalanceFormula benefit. The NGIS P&R Plan merged into thePension Plan, effective January 1, 2020.Provisions andfeatures of the NGIS P&RPlan were preserved uponthe merger.Thus,the provisions of the NGIS P&R Plan in this section arenoted separatelyfromthe Pension Plan. The NGIS P&RPlan also transitioned to the Cash Balanceformulas,details of whichare noted in theCash BalanceFormulas section.

The following explains theformulasapplicabletoeach NEO: • Mr. Caylor receives abenefit under aHeritage Formula and aCash BalanceFormula in the S&MS PensionPlan. • Mr. Pamiljans receivesabenefit under aHeritage Formula and aCash BalanceFormula in the Pension Plan. • Mr. Larson doesnot haveaHeritage Formula benefit. He receives benefits from two distinctCash BalanceFormulas: the Old NGIS Cash BalanceFormula whichincludes pay-basedcreditsfrom April1,1992throughJune30, 2013 andthe NewNGISCash BalanceFormula from July 1, 2013.The value of hispensionbenefit accrued prior to April1,1992was converted to an opening balance in theOld NGISCash BalanceFormula.

64 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION TABLES | PENSION BENEFITS

Heritage Formulas

The following table summarizesthe keyfeaturesofthe Heritage Formulas applicable to theeligible NEOs.

Feature Pension Plan (excluding NGIS P&R Plan) S&MS Pension Plan

(Final Average Pay x1.5% minus Covered Benefit Formula Final Average Pay x1.6667% times Pre-July 1, 2003 Compensation x0.4%) times Pre-January1,2005 service service

Average of thehighest 5 Final AveragePay (1) Average of highest 3years of Eligible Pay consecutive years of EligiblePay; Covered Compensation is specified by theIRS

Eligible Pay (limited by Internal Revenue Code section 401(a)(17)) Salaryplus bonus Salaryplus bonus Normal Retirement Age65Age 65

EarlyRetirement Age55with 10 years of service Age55with 10 years of service

EarlyRetirement Reduction (for retirements occurring between EarlyRetirement and Normal Benefits are reduced for commencement prior to Benefits are reduced for Retirement) theearlier of age 65 and 85 points (age+service) commencement prior to age 62

(1)Finalaverage pay was frozen for thePension Planand the S&MS Pension Plan as of December 31,2014. Cash Balance Formulas

The Cash BalanceFormula in the PensionPlan (excludingNGISP&R Plan) andthe S&MSPension Plan is ahypothetical account balance consisting of pay credits plus interest. It hasthe following features: • Pay credits are apercentage of pay that varybased on an employee's"points" (age plusservice)and are creditedmonthly.The range of percentagesapplicabletothe NEOs on December31, 2020 was5.5%–9.0%. • Interest is credited at the30-year U.S. Treasury bondratesubject to aminimumannualinterest rateof2.25%.The December 31,2020interest creditratewas 2.25%. • Eligible pay is salary plusbonus, as limitedbyInternal RevenueCode section 401(a)(17). • Eligibility for early retirementoccurs atage 55 with 10 years of service. Benefits maybereducedifcommencedpriortoNormal Retirement Age(65). The NGIS P&R Plan Cash BalanceFormulas are also hypothetical account balancesconsisting of pay credits plus interest. The features of theOld and NewNGISCash BalanceFormulas are as follows:

Old NGIS Cash BalanceFormula (paycredits ceased on June 30,2013) • Pay credits are apercentage of pay that varybased on an employee'sservice.Due to Mr.Larson'sservice of more than 25 years at June 30,2013, he was receiving 8.5% of pensionable earnings andanadditional 5.5% of earnings in excess of theSocial Security WageBase at that time. • Interest is credited at one-twelfthofthe averageofthe one-year Treasury Constant Maturitiesduring the12months ending September30ofthe prior calendar year.The minimum annualinterest crediting rateis3.06%.After June 30,2013, interest credits continuetoapply to this benefit. The post-2020 interest creditrateisassumed to be 3.5% (this is consistent with the valuation of theOld NGISCash Balancebenefit in theCompany'sfinancial statements). • Eligible pay is salary plusbonus, as limitedbyInternal RevenueCode section 401(a)(17). • Eligibility for early retirementoccurs at age55with five years of service. Benefitsmay be reduced if commencedpriortoNormal Retirement Age(65).

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 65 COMPENSATION TABLES | PENSION BENEFITS

New NGISCashBalance Formula(paycredits commencedonJuly1,2013) • Paycredits areapercentage of paythatvarybased on an employee's ageplusservice andare credited annually at theend of each calendaryearorearlier termination. Thepercentage applicabletoMr. Larson as of December31, 2020 is 4.0%. • Interestiscredited at the end of eachyearat4.0%. Interest is prorated for commencements duringthe calendaryear. • Eligiblepay is salary plus bonus, as limited by InternalRevenue Code section401(a)(17). • After terminationofemployment, aparticipant's New NGIS Cash Balance benefit maybedistributedimmediately,regardless of age, in avariety of actuariallyequivalent monthly annuities or as alump sum. ERISA 2, SRIP, andNGIS DB SERP (NonqualifiedRestorationPlans)

ERISA2,SRIPand aportionofthe NGIS DB SERPare nonqualifiedplansthat restore benefits providedfor under thePension Plan, S&MSPension Plan, andNGISP&R Plan, respectively,but forthe limitsoneligiblepay imposed by Internal Revenue Codesection 401(a)(17) and theoverallbenefitlimitationofInternal RevenueCode section 415. Benefits andfeatures in these restorationplans otherwise aregenerally thesame as describedabove for theunderlyingtax qualified plan. OSERP, OSERP II,and NGIS DB SERP (Nonqualified SupplementalExecutive Retirement Plans)

These plans provide supplemental pensionbenefits.Theywereclosed to newhires on or before 2009.Inaddition,finalaverage pay and associated service under these planswerefrozen as of December31, 2014,orearlier,asnoted below. The following chart highlights thekey featuresoftheseplans applicable to eligibleNEOs.

Feature OSERP andOSERP II (1) NGIS DB SERP (2) Service times the sumof11% of Final Average Pay in Final Average Pay times 2% for each year of service excess of one-half of the Social SecurityWageBase Benefit Formula up to 10 years,1.5% for each subsequent year up to and 5.5% of one-half of theSocial SecurityWage 20 years, and 1% for each additional year over 20 Base; interestat4%per annum is applied from July and less than 45 1, 2013 throughcommencement Average of highest 60 monthsofEligible Pay; both Final Average Pay Average of highest 3years of Eligible Pay Final AveragePay and theSocialSecurityWage Base were frozen at June 30, 2013 Salaryand bonus (including amountsabove Internal Salaryand bonus (including amountsabove Internal Eligible Pay Revenue Code limits and amountsdeferred) Revenue Code limits and amountsdeferred) Normal Retirement Age65Age 65

EarlyRetirement Age55with 10 years of service Age55 Benefits are reduced for commencement prior to EarlyRetirement Reduction theearlier of age 65 or 85 points (age+service) Not Applicable Reduced by theOld NGIS CashBalance benefit from Reductions From Other PlansReduced by any other Company pension benefits theNGIS P&R Plan (1)Ms. Warden participates in OSERPII, whichmirrorsthe benefits providedunderthe Cash BalanceFormula, ERISA2and OSERP provisionsdescribed above. (2)Mr. Larson participates in the NGISDBSERPwhich provides thegreater of theFinal Average Paybenefit noted above and the OldNGIS Cash Balance benefit basedonEligible Payinexcessofthe InternalRevenueCodesection 401(a)(17) limits.In addition, theNGIS DB SERP pays abenefit equaltothe NewNGIS Cash Balance formulabased on Eligible Payinexcessofthe InternalRevenueCodesection 401(a)(17).

66 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION TABLES | PENSION BENEFITS

Information on Executives Eligiblefor Early Retirement

The following NEOs were eligiblefor early retirementasofDecember 31,2020(timing below excludes delaysimposedbyInternal Revenue Code section 409A): • If Mr. Caylor had retiredonDecember 31,2020, he would havebeeneligible to receive an estimated totalannual pension benefit of $227,063 (commencingJanuary 1, 2021). • If Mr. Larson had retiredonDecember 31,2020, he would havebeeneligible to receive an estimated totalannual pension from thePension Plan of $46,615(commencing January 1, 2021)and alumpsum from theNGISDBSERPof$3,249,192.

• If Mr. Pamiljans hadretired on December 31,2020, he would havebeeneligible to receive an estimated totalannual pension benefitof$401,401(commencing January 1, 2021).

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 67 COMPENSATION TABLES | NONQUALIFIED DEFERRED COMPENSATION TABLE

2020 Nonqualified Deferred Compensation

Executive Registrant Aggregate Aggregate Aggregate Contributions in Contributions in Earnings in Last Withdrawals/ Balance at Last Name PlanName Last FY (1) ($) Last FY (2) ($) FY (3) ($) Distributions ($) FYE (4) ($) SavingsExcess 460,828 230,414 498,236 (5,303) 3,321,583 Kathy J. Warden ORAC —241,814 128,470 (3,204) 892,388 David F. Keffer ORAC —25,385— —25,385 SavingsExcess ——28,673 —205,429 MarkA.Caylor ORAC —91,31485,122 (2,048) 543,754 SavingsExcess 107,682 80,762 78,365 (1,832) 451,862 ORAC —83,18847,715 (1,761) 222,980 Blake E. Larson NGIS DC SERP ——42,947 —327,266 NGIS NQDCP ——96,067 —1,088,307 Deferred Compensation ——151,149—1,246,410 Janis G. Pamiljans SavingsExcess 199,785 79,914 197,430 (1,816) 3,142,909 ORAC —91,31459,917 (2,048) 448,732 SavingsExcess 100,907 112,307 146,869 (2,167,743) 61,854 KennethL.Bedingfield ORAC —61,85452,689 (607,996) 61,854 (1)NEO contributionsinthis columnare alsoincluded in the2020SummaryCompensation Table on page58, under thecolumns entitled"Salary" and "Non-EquityIncentivePlanCompensation." (2)Company contributionsinthis columnare includedinthe 2020 SummaryCompensation Table,underthe columnentitled"All Other Compensation." (3)Aggregate earnings in the last fiscal year arenot included in the 2020Summary CompensationTable becausetheyare not above market or preferential. (4) NEOand Company contributionsinthiscolumn may include balancesfor merged plans. Employee contributionsbyMs. Warden, Mr. Larson,Mr. Pamiljans andMr. Bedingfieldfor the years ended December 31, 2020,2019 and2018, collectively,previously reported as compensationinthe Summary Compensation tables,wereasfollows:

Employee Contributions Name ($) Kathy J. Warden 851,062 Blake E. Larson 203,286 Janis G. Pamiljans 516,698 KennethL.Bedingfield 486,151 There were no employee contributionsmade by Mr. Caylor or Mr.Kefferfor the years endedDecember31, 2020,2019and 2018.

68 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT COMPENSATION TABLES | NONQUALIFIED DEFERRED COMPENSATION TABLE

DeferredCompensationPlans andDescriptions The deferredcompensation plansinwhich the NEOs participateare listed below,inalphabetical order: • Deferred Compensation is the Northrop Grumman DeferredCompensation Plan. In 2010, this plan was closedtonew hiresand existing participantsceasedtobeable to make contributions. Before 2011,eligibleexecutives were allowed to defer aportion of theirsalary and bonus. No Company contributionsweremade to theplan. • NGISDCSERP is theNorthropGrummanInnovation SystemsDefined Contribution Supplemental Executive Retirement Plan. In 2019,this plan was closedand contributionsceasedtobemadetoplan participants. Before 2019,certainheritageOrbital ATK executivesreceivedanannual matchallocation of 4.5% of compensation in excess of the IRScompensation limit, assuming the executive madethe maximumallowablebefore-taxorRoth401(k) contributionstothe 401(k) planfor thecalendar year. • NGISNQDCP is theNorthrop Grumman Innovation SystemsNonqualifiedDeferredCompensation Plan. In 2019, this plan was closed and contributionsceasedtobemadetoplan participants. Priorto2019, certain heritageOrbital ATKexecutives could defer up to 70%ofsalary and 100% of cash or equityincentivecompensation.Inaddition, the Companycouldcreditadditional amountsrelating tomatchingcontributionsforegone under the 401(k) Plan due to IRS compensation limitsinthat plan.The Companycouldalsomakeadditional discretionary contributionstoparticipants' accounts. • ORAC is theNorthrop Grumman Officers Retirement Account Contribution Plan. Thisplan allows eligibleexecutives, including NEOs, to receiveaCompany contribution of 4% of base salaryand bonus. • Savings ExcessPlan is the Northrop Grumman SavingsExcessPlan. Thisplan allows eligibleemployees, including the NEOs, to (i) defer up to 50%oftheirsalary and bonus beyond the compensation limitsofthe tax qualified plansand receiveaCompany matching contribution of up to 4.5% of payand (ii) receiveRetirement Account Contributions (RAC) beyondthe compensation limitsinthe qualified plan.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 69 TERMINATION PAYMENTS ANDBENEFITS

Termination Payments and Benefits

The following table summarizescertainpaymentsand benefits theNEOs may receiveupon termination,subject to the referenced plansand termsand conditions of the awards.

Post-CIC Involuntary Voluntary InvoluntaryTermination or Good Reason Death or Termination (3) Not For Cause (3) Termination Disability (3) For certain change in control events as set forthinthe 2011 Plan (CIC), Unvested RSRs are forfeited, Unvested RSRs are forfeited, unvested RSRs will vest and payment is except in thecaseofearly except in thecaseofearly accelerated, only in theevent of a retirement where theRSRs retirement where theRSRsare double trigger (CIC and termination RSRs (1) areprorated and mandatory prorated and mandatory other than for cause within the Unvested RSRs will fullyvest retirement (age 65) where retirement (age 65) where specified period), or if theacquiring and payment is accelerated they will fully vest.Retention they will fully vest.Retention company failstoassume theawards; awards do notinclude awards do notinclude subject to certain limitations to the retirement provisions retirement provisions extent such accelerated payments would otherwisetrigger an excisetax For aCIC,unvested RPSRs will fullyvest and payment is accelerated based on a Unvested RPSRs are forfeited Unvested RPSRs are forfeited truncated performance period, onlyin except in thecaseofearly except in thecaseofearly theevent of adouble trigger (CIC and retirement where theRPSRs retirement where theRPSRs termination other than for causewithin Unvested RPSRs are prorated RPSRs (1)(2) are prorated and mandatory are prorated and mandatory thespecified period),orifthe acquiring and payment, at target, is retirement (age 65) where retirement (age 65) where company failstoassume theawards; accelerated they fullyvest they fullyvest subject to certain limitations to the extent such accelerated payments would otherwisetrigger an excisetax Lump sum equal to 1.5x base salary and bonus targetand a Cash Severance No payment prorated performance bonus No paymentNopayment for theyear of termination Continued medical and dental Medical No payment coverage for the18-month No paymentNopayment severance period Reimbursement of fees for the Financial PlanningNopayment year of terminationand the No paymentNopayment following year Expenses up to 15% of base Outplacement No payment salary No paymentNopayment (1) Terms of equity awards granted to theNEOs under the2011Plan (2)Subject to the Compensation Committee's approval of the earnout percentagebased on the RPSRperformance metrics (3) Any retirement treatment requires employment for at least sixmonths following thegrant datewithrespect to RSRs andatleastsix monthsofthe performance period withrespect to RPSRs

The Potential Termination PaymentsTable provides estimatedpaymentsand benefits that theCompany would haveprovidedto eachNEO if his or heremploymenthad terminated on December31, 2020 forthe reasonsset forth in thetable below.The Company stock priceisassumedtobe$304.72,the closingmarket priceonDecember 31,2020, thelast trading day of theyear. These paymentsand benefits are payable basedon: • theSeverancePlan; and • the2011Plan andthe termsand conditions of equityawardsmade pursuant to theplan. Duetothe manyfactors that affectthe nature and amount of any benefits provided upontermination events, actual amounts paid or distributedtoNEOs maybedifferent fromthe values showninthe table.Factors that may affectthese amountsincludetiming during theyearofthe occurrenceofthe event,our stock price, the NEO's age,and theterms and circumstances of the event.The amountsdescribedbelow are in addition to an NEO's benefits describedinthe PensionBenefitsand Nonqualified Deferred CompensationTables on pages63and 68,respectively, as wellasbenefitsgenerally availabletoour employees such asdistributions under our savingsplan,disability or lifeinsurancebenefitsand accrued vacation.

70 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT TERMINATION PAYMENTS AND BENEFITS

Mr. Bedingfield left the Company February 21, 2020. On February 6, 2020, the Company filed a Form 8-K including, as an exhibit, the Separation Agreement with Mr. Bedingfield. He received a lump-sum cash severance payment, $2,517,000, and an additional cash severance payment equal to the pro rata portion of the bonus he would have received for the 2020 performance year, $185,000, calculated based on the number of days active during the calendar year. He is eligible for continued medical and dental coverage for 18 months from his February 21, 2020 separation date, financial planning reimbursement for fees incurred in 2020 and 2021, subject to a maximum reimbursement of $18,500 for each year, and outplacement services no greater than $125,850 under the Severance Plan. All of Mr. Bedingfield's outstanding RSRs and RPSRs were forfeited upon termination.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 71 TERMINATION PAYMENTS AND BENEFITS |TERMINATION PAYMENT TABLE

Termination Payment Table

Potential Termination Payments

Post-CIC Involuntary Involuntary Voluntary Termination or Good Reason Death or Termination Not For Cause (2) Termination (3) Disability Name (1) Executive Benefits ($) ($) ($) ($) RSRs (4) ——10,707,556 10,707,556 RPSRs (4) ——18,468,775 9,573,998 Severance Benefits(5) Kathy J. Warden Cash Severance —6,489,000 —— Medical/DentalContinuation —15,382— — Financial Planning/Income Tax —30,000— — Outplacement Services —231,750 —— RSRs (4) ——1,172,2581,172,258 RPSRs(4) ——2,667,214890,392 Severance Benefits(5) David F. Keffer Cash Severance —2,250,000 —— Medical/DentalContinuation —15,382— — Financial Planning/Income Tax —18,500— — Outplacement Services —112,500 —— RSRs (4) 1,885,3031,885,303 3,410,1223,410,122 RPSRs(4) 2,448,120 2,448,120 4,585,121 2,448,120 Severance Benefits(5) Mark A. Caylor Cash Severance —2,565,000 —— Medical/DentalContinuation —5,418 —— Financial Planning/Income Tax —18,500— — Outplacement Services —128,250 —— RSRs (4) 1,589,4201,589,420 3,069,4443,069,445 RPSRs(4) 2,185,757 2,185,757 4,192,033 2,185,757 Severance Benefits(5) Blake E. Larson Cash Severance —2,433,000 —— Medical/DentalContinuation —5,272 —— Financial Planning/Income Tax —18,500— — Outplacement Services —121,650 —— RSRs (4) 1,885,3031,885,303 3,336,6843,336,684 RPSRs(4) 2,448,120 2,448,120 4,585,121 2,448,120 Severance Benefits(5) Janis G. Pamiljans Cash Severance —2,565,000 —— Medical/DentalContinuation —15,382— — Financial Planning/Income Tax —18,500— — Outplacement Services —128,250 —— (1)Mr. Bedingfieldisnot includeddue to hislastday of employmentonFebruary 21, 2020. (2) Similar treatmentprovided forcertain "good reason" terminations, as described in "KeyComponents of OurPrograms - Severance Benefits" foundonpage54; however, there would be no terminationpayment in the event of an involuntary terminationfor cause. (3) Theamountsassume full acceleration, which,asdiscussed above,may notoccur to theextent thatitwould result in an excise taxthatdecreases theafter-taxvalue of theawardstoanNEO. (4) Long-term Incentive awardsresultinabenefit under Voluntary Terminationonlyifeligible forretirement treatmentunder the termsand conditions of the grants. (5) Represents the followingbenefits underthe Severance Plan,assuming aterminationdateofDecember31, 2020: (i)cash severance equivalent to oneand ahalf times thesum of theannualbasesalary and targetannualbonus,(ii)continued

72 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT TERMINATION PAYMENTS AND BENEFITS | TERMINATION PAYMENT TABLE

medical/dental coverage for the severance period, (iii) financial planning/income tax preparation fees for the year following termination and (iv) outplacement services up to 15% of salary.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 73 CEO PAY RATIO

2020 CEO Pay Ratio We are providing thefollowing information about therelationship of theannual totalcompensation of our median employeeand theannual totalcompensation of our Chief Executive Officer (CEO), Ms. Warden, as of our fiscalyear-endDecember31, 2020.We believe thepay ratio includedinthis information is areasonable estimate calculated in amanner consistent with Item402(u) of Regulation S-K. In accordancewithSEC rules, we re-identifiedthe median employeein2020. We determinedthat as of October 31,2020, the company's global employee population consistedofapproximately 98,800 individuals. We selectedOctober 31,2020toallow sufficient time to identify the median employeegiven theglobal scope of ouroperations. As acompany we decided to scope in all employees in ourdomestic and international locations. To identify the median employee, we usedwagescomprisedofbase salary, overtime pay,and shiftpremiums forthe ten-month period ending October 31,2020. We believe this measureprovidesareasonably obtainable and reflective component of compensation from whichtoidentifythe median employee. We calculated themedian employee’s annual total compensationinthe same manner asthe CEO’sannual total compensationas calculated in theSummary Compensation Table on page58. Themedian employee’s annual total compensationwas $101,601, whichincludes other forms of compensationsuchasfinancial and wellness benefits.The CEO’s annual total compensationwas $20,807,144, as reportedinthe SummaryCompensation Table.Based on this information, for 2020 theratio of the annual total compensation of the CEOtothe annual totalcompensation of themedianemployeewas 205 :1.

74 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

The Audit and Risk Committee believesthat theappointment of Deloitte&Touche LLP (Deloitte) is in the best interests of the Company and its shareholders,and proposes andrecommendsthat theshareholders ratify theAuditand Risk Committee's appointment of Deloitteasour independent auditorfor 2021. Deloitte served asour independent auditorfor 2020, and Deloitte or its predecessorshaveservedasthe independent auditorfor the Company(including certain of itspredecessor companies) since 1975.The Audit and RiskCommittee is responsible for theappointment,compensation,retention,oversight,evaluation and termination,ifnecessary,ofour independent auditor.The Audit and Risk Committee is responsible for reviewing and pre-approving auditand non-auditservicesand related feesfor the independent auditor.Inaddition,the Audit and Risk Committee,atleast annually,reviews and evaluates with managementand our internal auditors Deloitte’s performance. The Audit and RiskCommittee also reviewsthe performance of Deloitte’sleadaudit partner,and theAudit and Risk Committee and its Chairmanoversee the rotation of Deloitte’s lead auditpartner and areinvolved in theselection andapprovalofthe lead audit partner. Althoughratification is notrequiredbyour Bylaws or otherwise, theAudit and Risk Committee is submitting theselection of Deloitte to shareholders as amatterofgood corporate governance. If the shareholders fail to ratify theappointment of Deloitte, theAudit and Risk Committee will consider this in itsselection of auditor for thefollowing year. ArepresentativefromDeloitte will attend the Annual Meeting and will havethe opportunity to make astatement and respond to appropriatequestions. Audit Fees and All Other Fees The following table summarizesaggregatefeesincurredfor professional audit servicesfor the auditofthe Company's consolidated financialstatement audits for theyears endedDecember31, 2020 and2019, and fees billedfor other servicesinfiscalyears2020 and 2019,ineachcase by Deloitte, the member firms of DeloitteToucheTohmatsuLimited and their respectiveaffiliates:

2020 2019 Audit Fees (1) $ 19,464,100 $ 17,889,100 Audit-Related Fees (2) 1,575,000 — Tax-Related Fees(3) 596,000 468,000 All Other Fees —— Total Fees $ 21,635,100 $ 18,357,100

(1)Auditfeesfor 2020 and 2019 reflectfeesof$17,175,000 and $15,950,000, respectively,for the consolidated financial statement audits and include the auditofinternal controls pursuant to Section 404ofthe Sarbanes-OxleyAct of 2002.Audit fees for2020and 2019 also include $1,920,000 and $1,855,000, respectively, for foreign statutory audits.Feesfor foreign statutory audits are reportedinthe year in which the audits are performed. For example,foreign statutory auditfeesreported in 2020 relate to audits of theCompany's foreign entities forthe fiscal year ended 2019.The remaining 2020 auditfees primarily relatetoaudit servicesassociated with theCompany's Form8-K filing in connection with itssectorrealignment in April 2020,feesrelatedtothe Company's Form8-K filing in connection with itsdebtofferinginMarch 2020,feesrelatedtothe Company's shelfregistration statement on FormS-3,and feesrelated to therecasting of certainunallowablecosts as disclosed in theCompany's QuarterlyReport on Form10-Qfor the quarter ended June30, 2020. (2)Audit-related feesreflect feesfor servicesthat are reasonably related to theperformance of theauditorreviewofthe Company's financialstatements, including fees related to thesupportofbusiness divestiture activities.Audit-related fees excludefeesthat totaled$1,494,500and $1,320,000 for 2020 and 2019,respectively, relatedtobenefit plan audits whichare paid for by theplans. (3) Tax-related feesduring 2020 and 2019 reflectfeesof$596,000and $468,000,respectively, for servicesconcerningforeign income tax compliance, foreign ValueAddedTax compliance and other tax matters. Policy on Audit and Risk Committee Pre-Approval of Auditand Permissible Non-Audit Services It is theAuditand Risk Committee's policy to pre-approveall audit and permitted non-audit services providedbyour independent auditor in order to provide reasonable assurancethat theprovision of these servicesdoes not impair theauditor'sindependence. Pre-approval maybegiven at any time. The Audit and Risk Committee has delegatedpre-approval authorityfor any individual project up to $100,000 to the Chairmanofthe Audit and RiskCommittee. The decisionsofthe Chairman to pre-approve apermitted serviceare reported to theAudit and Risk Committee at itsnextmeeting. The independent auditorisrequiredtoperiodically reporttothe fullAuditand Risk Committee regardingthe extent of services provided by theindependent auditorinaccordance with thispre-approval policy, as wellasthe feesfor the services performed to date.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 75 PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

The Audit and Risk Committee approved all auditand non-auditservicesprovided by Deloitte,the member firms of DeloitteTouche Tohmatsu Limited andtheirrespective affiliates during 2020 and 2019,ineachcase beforebeing engaged to provide those services. Vote Required Approval of this proposal requires that thevotes cast "for" theproposal exceed thevotes cast "against"the proposal. Abstentions and broker non-votes will have no effectonthis proposal.

THE BOARD OF DIRECTORS UNANIMOUSLYRECOMMENDSTHAT YOU VOTE "FOR" PROPOSAL THREE.

76 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT AUDIT AND RISK COMMITTEE REPORT

The Audit and Risk Committee of the Board of Directors is responsible for assisting the Board of Directors in fulfilling its oversight responsibilities over the Company's accounting, auditing and financial reporting processes and financial risk assessment and management process, and for monitoring compliance with certain regulatory and compliance matters. The Audit and Risk Committee's written charter describes the Audit and Risk Committee's responsibilities and has been approved by the Board of Directors. Management is responsible for preparing the Company's financial statements and for the financial reporting process, including evaluating the effectiveness of the Company's disclosure controls and procedures and internal control over financial reporting. Deloitte & Touche LLP (Deloitte), the Company's independent auditor, is responsible for performing an independent audit of the Company's consolidated financial statements and expressing an opinion on the conformity of the financial statements with accounting principles generally accepted in the United States of America, and on the effectiveness of the Company's internal control over financial reporting. In connection with the preparation of the Company's financial statements as of and for the year ended December 31, 2020, the Audit and Risk Committee reviewed and discussed the audited financial statements with the Company's Chief Executive Officer, Chief Financial Officer and Deloitte. The Audit and Risk Committee also discussed with Deloitte the communications required under applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC, including the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the PCAOB, and, with and without management present, discussed and reviewed the results of Deloitte's examination of the financial statements. Additionally, the Audit and Risk Committee discussed with the Company's internal auditors the results of their audits completed during 2020. The Audit and Risk Committee received the written disclosures and the letter from Deloitte required by the applicable requirements of the PCAOB regarding the independent auditor's communications with the Audit and Risk Committee concerning independence. In addition, the Audit and Risk Committee discussed with Deloitte that firm's independence from the Company. Based on the Audit and Risk Committee's review and discussions described in this report, the Audit and Risk Committee recommended to the Board of Directors that the audited financial statements for the year ended December 31, 2020 be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the SEC. The Audit and Risk Committee also reappointed Deloitte to serve as the Company's independent auditor for 2021, and requested that this appointment be submitted to shareholders for ratification at the Annual Meeting. AUDIT AND RISK COMMITTEE WILLIAM H. HERNANDEZ, CHAIRPERSON DAVID P. ABNEY MARIANNE C. BROWN ANN M. FUDGE JAMES S. TURLEY MARK A. WELSH III

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 77 PROPOSAL FOUR: SHAREHOLDER PROPOSAL

The SistersofSt. DominicofCaldwell NewJersey,75SouthFullerton Avenue, Montclair, NJ 07042, abeneficial owner of 303shares of common stockofthe Company,the Sisters of St.Francis of Philadelphia, 609S.Convent Road, Aston, PA 19014, abeneficial owner of 11 shares of common stockofthe Company,and theSchoolSisters of NotreDame CooperativeInvestment Fund, 345 BeldenHill Road, Wilton, CT 06897, abeneficial owner of 88 shares of common stock of the Company, the co-proponents of a shareholderproposal, haveeach statedthat it intendstopresent aproposal at theAnnual Meeting.The proposal andsupporting statement,for which the Board of Directors acceptsnoresponsibility,isset forth below.The BoardofDirectorsopposes the shareholderproposal for thereasons statedbelow. ProposalFour:Shareholder ProposaltoPublishHuman Rights Impact Assessment Report

Whereas:Asthe world’s fourth-largest defensecompany,Northrop Grumman’smostsevere humanrights impacts arelikelyto resultfrom theuse of itsproductsand services, suchascontroversial arms trade,military training, nuclear weapons,and border surveillancesystems. Business relationshipswith the U.S. Government and foreign governmentswhoseactivities maybelinkedto human rights violationsmay expose Northrop Grumman to legal,financial, and reputational risks. Under theUNGuiding Principles on Business and Human Rights (UNGPs),companies havearesponsibility to respect human rights whichisdistinctfrom thedutiesofstates. The highlikelihood of severeimpactslinked to business in conflict-affectedand high-risk areas warrants heightened duediligence. A2019 Amnesty Internationalreportfound thatthe defense industry is failing to carry out effectivehuman rights due diligence. This requiresconducting human rights impact assessments to identifyand evaluate the actual andpotentialadverse human rights impacts of thecompany’sbusiness activities.1 The findings fromthe impactassessmentsshould informbusinessdecisionmaking,prevention and mitigation efforts,and public disclosure. Northrop Grummanhas contracts withorsupplies weaponstomultiplestates engagedinconflict,including Saudi Arabia, the United Arab Emirates, India, Israel, Morocco, andColombia.2 Northrop Grummanisone of theSaudiArabian ArmedForces’slargest defense partners, supplying weapons since1971, and is heavily involved in military training.3 A2020 report by the UN HumanRights Council alleges that Saudi-led coalition airstrikesin Yemen “may amount towar crimes” and the supplyofweaponsfromthe U.S. and other countries“has helped toperpetuatethe conflict.”4 The Department of State’s 2020 duediligence guidance on foreignsalesof“productsorservicesthat have surveillance capabilities” statescompanies shouldconsider if “the end-user will likelymisusethe product or service tocarryout human rights violations.”5 The company also has at least $68.3billioninoutstanding nuclear weaponscontractswiththe U.S. and foreign governments.6 As the Treaty on theProhibition of Nuclear Weaponsentersintoforce in 2021,nuclear weaponssalesexpose Northrop Grumman to increasing regulatory and reputational risks. Northrop Grumman hasacontractwith the U.S. Department of Homeland Security todevelop infrastructurefor the Homeland Advanced Recognition Technology(HART) database.Itwillholdsensitive biometricand biographical data for 260million people, which presents risks of privacyrightsviolations, increased surveillance,racialbias, andharm to immigrant communities.7 While NorthropGrumman hasaHuman Rights Policy,itdoes not disclose itssalienthuman rightsissuesorthe nature andextent of theparticipation of impacted rightsholders in itsassessment process. Resolved:Shareholders request that Northrop Grumman publishareport,atreasonable cost and omittingproprietaryinformation, with theresults of humanrightsimpact assessmentsexamining theactual andpotentialhuman rights impacts associated with high- risk productsand services, includingthose in conflict-affectedareas. ______1 https://www.amnesty.org/download/Documents/ACT3008932019ENGLISH.PDF 2 www.northropgrumman.com/AboutUs/OurGlobalPresence/Pages/default.aspx; www.upi.com/DefenseNews/2015/10/16/ Colombia-receives-Northrop-Grumman-ANTPS-78-radar/4871445000556/; www.moroccoworldnews.com/2018/05/246179/ morocco-cargo-m1a2s-laser-tanks-us/; https://news.northropgrumman.com/news/releases/northrop-grumman-delivers-center- fuselage-for-firstisraeli-f-35-aircraft 3 www.northropgrumman.com/AboutUs/OurGlobalPresence/MiddleEastAndAfrica/Pages/Who-We-Are-inthe-Middle-East.aspx 4 https://www.ohchr.org/Documents/HRBodies/HRCouncil/GEE-Yemen/2020-09-09-report.pdf 5 https://www.state.gov/wp-content/uploads/2020/10/DRL-Industry-Guidance-Project-FINAL-1-pager-5081.pdf 6 https://www.dontbankonthebomb.com/northrop-grumman/ 7 https://theintercept.com/2020/11/17/dhs-biometrics-dna/; http://www.documentcloud.org/documents/6542043-MSLS-Industry- Day-Presentation-FINAL.html

78 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT PROPOSAL FOUR: SHAREHOLDER PROPOSAL

Board of Directors' StatementinOppositiontoProposal Four

The Board of Directors has carefully considered Proposal Fourand, for thereasons summarizedbelow,unanimouslyrecommends a vote against Proposal Four. The Companyis, and has long been, deeplycommitted to human rights and to transparency, including in how theCompany implementsits humanrightspoliciesand practices. The Company is also committedtoupdating and refiningits program,asweengage with our shareholders andreceive theirinput, and as bestpractices evolve.Indeed, in 2020,the Company significantly refined itsPolicy and created aHuman Rights Working Group to helpensureits effectiveimplementation. However,the Board doesnot believe that theCompany could implement theProposal in ameaningful and constructive way, nor that it would serve theinterests of our shareholders,orevenprogress what we believe is theProponents'ultimate objective. Proposal Fourisnot entirely clear.The Proponents appeartobefocusednot so much on what theCompany is doing, butonrisksto theCompany from doing businesswithour customers (theUSand alliedforeign governments), andtheiruse of ourproducts, particularly in areas of armedconflict. Proponents appear to recognize thatthe Company has arobust human rights policy, but express concernthat notwithstanding theextensivelist of issuesaddressedinthe policy, we havesomehownot disclosed our “salient human rights issues,”orthe “nature andextent of theparticipation of [unidentified] impactedrightsholders.” They therefore request that theCompany publish areport examining “the actual andpotentialimpacts”associatedwithour customers’ futureuse of ourproducts,including in conflictareas. Whilethe Company is fully committedtoadvancing human rights,itisdifficult to understand how the Proposal wouldserve our shareholders’ interest,orhow the Company could effectivelyaddress what seems to be theProponents’underlying concern–namely how theUSand othergovernmentsengage in armed conflict. The BoardofDirectors is concerned that Proponents’request,whichisbothvagueand overly broad, would impose unworkable requirementsonthe operationsofthe Company;adversely impactour ability to serveour largest customer,the US Government, and to shapethe environment in whichgovernmentsuse our productsand services, includingtoadvancehuman rights;and ultimately harmour business and our ability to grow in servicetoour shareholders. TheBoard does not believe ProposalFourwill enhancethe Company’s abilitytomanagerisk,progress astrong culture (including one that demands respectfor human rights), influenceour customers’ behavior or createlong-termvalue for our stakeholders. Last year, our shareholdersconsideredasimilarproposal, and more than 75%ofthe shareholderswho participated, votedagainst theproposal. The BoardofDirectors recommends ourshareholders do so this year too. The CompanyisDeeplyCommitted to RespectingHuman Rights The Company supports and maintains thehighest standards of ethical conductand is deeply committed to respecting human rights. Thiscommitment is embeddedinthe Company’s culture, values, policies andpractices andreflected in theCompany’s robust Human Rights Policy and in our Standards of Business Conduct. The Company’s Human RightsPolicy describes in somedetail variouscomponentsofthe Company’s approachtoprotectingand advancing human rights,including: • Our People: We treat employees, suppliers, partners, customersand competitors with respectand dignity. We are committed to adiverse workforce,treated with equity andenabled in an inclusiveenvironment.Wedonot tolerate any discrimination in employment basedonanindividual’s protectedstatus. We strive to provide fair working conditionsand do nottoleratethe use of childlabor,forcedlabor, bonded labor, or humantrafficking; • Our SupplyChain: We are committed to high standards of ethical and business conductasitrelates to the procurement of goods and services. Andwerequireour supplierstoconductthemselvessimilarly, in amannerconsistentwithour values and our Supplier of Code of Conduct; • Our Programsand Products: We arecommitted to high standards of ethical and business conductasitrelates to the development of our products, and to howweprovide goods and services.Weconsider potentialrisks, including risks to human rights at different stagesthroughthe life cycleofaproduct. We aremindful of potentialunintendeduses of ourproducts. We have robust processestohelpensurethe Company doesnot do business in countries, or sellproducts to customers thatare not properlyapprovedbythe government and consistent withU.S.law. The Company has procedures in place to engage in due diligence,toassessand potentially to mitigate risksbeforeundertaking certain business opportunities, even if they areorwould be approved; • Our Communities: We invest in our communities, includingproviding fundingand support to awide range of forawide range of local, national and international causes across theglobe; • Environment:Weconductour operationsinanenvironmentally responsible manner, in compliance with allapplicable legal requirementsand Company-imposedobjectives. We establish variousspecific environmental goals and thenmonitor our progress against them. We are committed to sustainability;

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 79 PROPOSAL FOUR: SHAREHOLDER PROPOSAL

• Enforcement:Westrivefor an environmentinwhich employees feel not only freetoraise any concerns and reportpotential violations, but obligatedtoso. We maintain multiplechannelsfor reporting and providefor prompt investigation of concerns and robust corrective actions, if needed. The Human Rights Working Group helps to ensurethe Policyiseffectively implemented. The Working Group includes senior representativesfrom different functionsand our four businesssectors. The Board of Directors,throughits Policy Committee, providesfurther oversight of theCompany’s Human Rights Policyand compliancewithit. TheCompany providesfor disclosureand transparencyonthe Company’s website, in theannual Proxy Statement,and in theCompany’sannual SustainabilityReport.The Board of Directors believesthat theCompany’s robust and enhanced policy, procedures, oversight anddisclosure enable and demonstrateour commitment to humanrights, as well as our responsiveness to shareholders. ProposalFourIsNeither Practicablenor Constructive As notedabove, ShareholderProposal Fourdoes not appear to question the Company’s commitment to humanrightsorthe substance of our Human Rights Policy. Instead, theProposal appearstochallengeindirectly how theCompany’s government customersmight potentiallyuse our products, andtorequirethe Company somehowtoanticipate, assess and disclose the risks that suchpotential government conduct mightharm humanrights. The Company can and doestake seriously theidentityofthe customerstowhom we can and do sell our products, andthe potential consequences. As an initial matter,securityand exportcontrols limitsignificantly thecustomers to whomwecan sellmost of our productsand services. Notsurprisingly,our businessistiedprimarily to theUSGovernment and U.S.Government allies. Before entering intospecific contracts,the Company considers, among other things, thefinancial, legal, strategic,operational and reputational implicationsofdoingso. The Companyhas additional procedurestoreviewpotential businessactivities whenthey involvecertaincountriesofconcern. Those procedures provide for additional focus on complianceand reputational risks, among others, beforedetermining whether to proceedwiththe proposed businessactivity. As notedabove, theCompany is mindful of bothintended andunintended usesofits products. The Company has at times decided nottodobusinessinacertaincountry, even whereitwas legally permissible,after evaluating thepotential risks to the Company.And, similarly, theCompany has decided at timestoexit or not to pursuecertainbusinesses in lightofpotential risks to the Company, including risks relatedtopotential human rights concerns. Proposal Fourgoesbeyond this, however, callingonthe Company toexamine andpublicly reportonhow the US and other governmentsmight use the productsorservicesweprovide, including in conflict, and what impacts mightresulttohuman rights. Such an effortwould be impracticable and inappropriateand wouldnot likely progress the Proponents' objectives of advancing human rights andreducingthe Company's exposure to risk.Itwould,however,likelycomplicatehow the Company operates on a day-to-day basisand how the Company servesits customers. It would require the Company to speculateabout our customers, their current and futuremission requirementsand theirbehavior, including howour customersmight use our productsovertime, depending on changes in policiesand politics; the evolving threat environment;and what conflicts mightarise, when and where. Suchefforts, even if practicable,couldsignificantly hinderthe Company’s abilitytooperate andgrow thebusinessonaday-to-day basis, harm the Company’s reputation as atrusted partner, and create acompetitivedisadvantage. ***** The BoardofDirectorsand Company management shareProponents’ concernfor humanrights. TheCompany hasastrong Human RightsPolicy and regularlyevaluates andenhancesour programstoimplement that policy. However,the Board does not believe thatthe effortsproposed by Proponentswillenhance our current human rights program or be constructive. To thecontrary,the Boardbelieves strongly that the proposal is notinthe best interestsofthe Company and our shareholders.The Board therefore opposes this proposal andunanimouslyrecommends that it should not be adopted. Vote Required Approval of this proposal requires that the votescast "for" theproposal exceed thevotes cast "against" the proposal. Abstentions and brokernon-votes will havenoeffectonthis proposal.

THE BOARD OF DIRECTORS UNANIMOUSLYRECOMMENDSTHAT YOU VOTE "AGAINST" PROPOSAL FOUR.

80 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT PROPOSAL FIVE: SHAREHOLDER PROPOSAL

Mr. JohnChevedden,2215 NelsonAvenue, No.205, Redondo Beach, California90278, abeneficialowner of 20 shares of common stock of theCompany, theproponent of ashareholderproposal, hasstated that he intends to presentaproposal at theAnnual Meeting. Theproposaland supportingstatement, forwhich the BoardofDirectorsaccepts no responsibility,isset forthbelow. The Board of Directorsopposes the shareholderproposalfor the reasons stated below. Proposal Five:Shareholder Proposal to Move to 10% OwnershipThresholdfor Shareholders to Request Action by Written Consent

Proposal5-Improve ShareholderWritten Consent Shareholders request ourboard of directors take thesteps necessary to enable 10%ofsharestorequest arecorddate to initiate writtenconsent. Currently it takesthe formal backing 30%ofall shares that normally cast ballotsatthe annual meetingtodosolittleask for arecord datefor written consent.Requiring theformalbacking 30%ofsharestodosolittleask for arecorddate cuts shareholders off at the knees. Whywouldanyone use thecurrent writtenconsent when thesame30% of sharescan callaspecial meetingand succeed with a 51%-vote? Any action takenbywritten consent would still need 60%supermajorityapprovalfromthe shares that normally cast ballotsatthe annual meeting. This 60% vote requirement givesoverwhelmingsupermajorityprotection to management accountability. Enabling 10%ofsharestoapply for arecorddatefor written consent makes sense because scoresofcompanies do notevenrequire 01%ofstock ownership to do so little asrequest arecorddate. Taking action by writtenconsent is ameans shareholders canuse to raise importantmatters outsidethe normal annual meeting cyclelikethe election of the newdirector. Forinstance shareholders might determine that apoorperforming director is in need of replacement.This proposal would serve as an added motivator for gooddirectorperformance as measuredbythe number of negative votesannouncedonEDGAR within 4-days of theannual meeting. Nowmorethan ever shareholdersneedamoreviable option to take action outside of ashareholdermeeting since online shareholdermeetingsare amanagement accountabilityand shareholderengagement wasteland. With anearuniversal use of online annual shareholder meetings, whichcan be only10-minutes of stiltedformalities, shareholders no longer have the rightfor engagement with other shareholders, management and directorsatashareholdermeeting. Special shareholdermeetingscan now be online meetings which have an inferior format to evenaZoom meeting. Shareholders arealso severely restricted in makingtheirviews known at online shareholdermeetings because all challenging questions and comments canbescreened outbymanagement. For instance theGoodyearshareholdermeeting was spoiled by atrigger-happymanagement mute buttonthat was used to quash constructiveshareholdercriticism.AT&T, with 3000 institutional shareholders, would not even allow shareholders to speak. And even if Northrop Grumman management pledgestofollow best practices in conducting anonline shareholder meeting management can change abruptly when storm cloudsappeardue to subpar management performance. Now more than ever shareholdersneedamore viable option to take action outside of ashareholdermeeting since online shareholdermeetings are amanagement accountabilityand shareholderengagement wasteland. Proposal5-Improve Shareholder Written Consent Board of Directors' Statement in Opposition to Proposal Five

The Board of Directors unanimouslyrecommends that shareholders vote against thisProposal Five. In 2012,after thoughtful deliberationwith the benefit of significant input from our shareholders,the Board of Directors recommended, and shareholders overwhelmingly approved, amendmentstothe Company’s CertificateofIncorporation and Bylaws to adoptrobust and well-balanced provisions for theright of shareholderstoact by writtenconsent.Among other things, these provisions providefor shareholders holdinginaggregate25% or more of theCompany’s outstanding shares of common stockthe righttoact by writtenconsent.Inaddition,our shareholdershavethe righttocallaspecial meeting,tosubmitproposals to be considered at our annual meeting, to nominatedirectors throughproxy access, and to meet with our directors andmembersof management.Asthis inclusive governancestructure would suggest, our BoardofDirectorsis, and has long been, committedto ensuring our shareholders havebroadand meaningfulrightstoprovide input and to influencethe direction of ourCompany,and to do so in away that respectsthe interestsofall shareholdersand enhancesthe Company’s ability to create long-termvalue.This

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 81 PROPOSAL FIVE: SHAREHOLDER PROPOSAL

Proposal Five - which recommends reducing the threshold to seek action by written consent significantly from 25% to only 10% of the Company’s outstanding shares - is inaccurate, unnecessary and ill-advised. As an initial matter, Proposal Five is difficult to follow, at best, and replete with significant errors. The Proponent seems to suggest that because many companies felt compelled to host a virtual shareholder meetings in the spring of 2020 – to protect health and well-being during the COVID-19 pandemic – shareholders “no longer have the right for engagement with other shareholders, management and directors at a shareholder meeting” and, therefore, holders of 10% should be able to initiate action by written consent. The Proponent suggests further that it would, in any event, take approval by a 60% supermajority to approve the action. The Proponent also suggests that it would currently take holders of 30% of the shares to initiate action. This logic is flawed and the underlying “facts” are inaccurate. Shareholders, and indeed the Proponent himself, engaged with management and directors at our 2020 annual meeting; Northrop Grumman does not require a supermajority to approve action by written consent (a simple majority suffices); and Northrop Grumman does not currently require holders of 30% to initiate action (the current standard is 25%). Moreover, even if these assertions were correct, it would not follow that because companies adopted virtual shareholder meetings this past year to protect their directors, employees and shareholders, our board should reduce the threshold for action by written consent. To the contrary, and as noted above, the Board believes it is both unnecessary and unwise to lower the threshold from 25% to 10% to take action by written consent. In framing the provisions for written consent in 2012, the Board sought and was guided by input from our shareholders. Our shareholders expressed support for such provisions generally, but also cautioned that the right of shareholders to act by written consent should be balanced and structured so as to ensure an orderly and transparent process, guard against misuse, protect the interests of all shareholders, and promote good governance, all so as to enhance long-term value for our shareholders. Almost 80% of our shareholders supported the Company’s proposal to implement written consent at the 25% threshold. In 2020, when the Proponent presented a broadly similar shareholder proposal to reduce the ownership threshold to 3%, our shareholders overwhelmingly voted against it. The Board continues to believe that our provisions for written consent remain well aligned with our shareholders’ perspectives, best practices and the Company’s best interests. The Board believes they balance and promote the interests of all our shareholders, particularly in the context of our broader governance construct. Proponent’s Proposal Five, if adopted, could result in a small minority of shareholders, potentially with narrow, short-term interests, requesting action by written consent to pursue matters that as many as 90% of shareholders may view as inappropriate for action, without regard to how the costs and other burdens might impact the interests of the Company and the vast majority of shareholders. We value and benefit from extensive and regular feedback from our shareholders. But we do not believe this Proposal, or such a reduced threshold is necessary or appropriate to enable shareholders to bring matters of concern to the Company’s attention. As noted above, the Board is committed to facilitating shareholder input, and already provides numerous such opportunities, including through proxy access, the right to call a special meeting, and opportunities to discuss matters directly with the Board and management. Recognizing the substantial administrative and financial burdens that maintaining and expanding the stockholder written consent process could impose on the Company and its shareholders, the Board believes that the Company’s existing 25% threshold strikes the appropriate balance between providing shareholders a meaningful mechanism to influence the direction of the Company and protecting against the risk that a small group of shareholders seek to act by shareholder written consent on matters that serve only a narrow agenda not favored by the majority of shareholders. The Proponent’s shareholder Proposal Five to lower the threshold to request shareholder action by written consent to 10% would undermine the balance our Board sought to preserve, which was supported by nearly 80% of our shareholders, create conditions for costly and needless processes that do not serve the interests of many, increase risks to the Company and shareholders, and detract from effective corporate governance. Finally, we note that the Company’s current 25% threshold is consistent with best practices not only in our industry, but across industries. The majority of S&P 250 do not provide for the explicit right to act by written consent at all. And among those that do, the Company’s current 25% threshold is one of the more common thresholds found in corporate governance documents. As we continue to engage with our shareholders, we remain confident that our provisions for shareholders to act by written consent, including the 25% ownership threshold, are consistent with best practices, provide our shareholders with meaningful and appropriate rights, and balance the need to protect the interests of all of our shareholders. This right is an important element of a broader set of governance rights and principles that together, ensure meaningful engagement and effective oversight in the interests of all our shareholders. The Board believes that adoption of shareholder Proposal Five is unnecessary and contrary to the best interests of the Company and our shareholders.

82 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT PROPOSAL FIVE: SHAREHOLDER PROPOSAL

Vote Required Approval of this proposal requires that thevotes cast "for" theproposal exceed thevotes cast "against"the proposal. Abstentions and broker non-votes willhave no effectonthis proposal.

THE BOARD OF DIRECTORS UNANIMOUSLYRECOMMENDSTHAT YOU VOTE "AGAINST" PROPOSALFIVE.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 83 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why did Ireceive a"Notice of Internet Availability of Proxy Materials" but not afullset of proxy materials? We distribute our proxy materials to shareholders viathe internet under the"Notice and Access" approach permittedbythe rulesof theSEC. Thisapproach reducesthe environmental impact of theAnnualMeeting and our distribution costs,whileproviding atimely and convenientmethodofaccessingthe proxy materials and voting. On April2,2021, we maileda"Notice of InternetAvailabilityof Proxy Materials" to participating shareholders, containing instructions on howtoaccess the proxy materials. Who is entitled to vote at theAnnual Meeting? You may vote your shares of ourcommonstock if youowned your shares as of the close of businessonMarch 23,2021(Record Date). As of the Record Date, therewere160,962,047 shares of ourcommonstock outstanding.You maycast one vote for each shareofcommon stock you holdasofthe Record Dateonall matterspresented. How many votes must be present to hold the Annual Meeting? The presencevirtually or by proxyofthe holdersofamajorityofthe shares entitled to vote atthe Annual Meeting will constitutea quorumatthe Annual Meeting.Persons returning executedproxy cards will be counted as present for purposesofestablishinga quorumevenifthey abstain from voting on anyorall proposals.Shares held by brokers whovotesuch shares on any proposal and brokernon-votes will be counted as present for purposesofestablishing aquorum. How can Ireceive apaper copy of the proxy materials? Instead of mailing aprinted copy of this Proxy Statement and accompanying materials to each shareholderofrecord, we have electedtoprovide aNotice of InternetAvailabilityofProxy Materials (Notice) as permitted by therules of the SEC. TheNotice instructs you as to howyou mayaccessand review all of theproxy materials and how you may provideyourproxy. If you would like to receiveaprinted or electroniccopy of this Proxy Statement and accompanying materials, youmust follow theinstructionsfor requesting suchmaterials includedinthe Notice. What am Ibeing asked to vote on and whatare the Board of Directors' recommendations? The following table lists theproposals scheduledtobevoted on,the vote required for approval of eachproposal andthe effect of abstentionsand brokernon-votes:

Board Broker Non- Unmarked Proxy Proposal Recommendation Vote Required Abstentions Votes Cards ElectionofDirectors FOR Majority of votes cast No effect No effect Voted "FOR" (Proposal One) AdvisoryVote on Compensation of Named FOR Majority of votes cast No effect No effect Voted "FOR" Executive Officers (Proposal Two) Ratification of Appointmentof FOR Majority of votes cast No effect No effect Voted"FOR" Independent Auditor (Proposal Three) ShareholderProposal That the Company AGAINST Majority of votes cast No effect No effect Voted"AGAINST" Assess and ReportonPotential Human Rights Impacts That Could Result from Governments' Use of Our Products and Services,Including in Conflict Affected Areas (Proposal Four) ShareholderProposal to Move to a10% AGAINST Majority of votes cast No effect No effect Voted"AGAINST" Ownership Threshold forShareholders to Request Action by Written Consent (Proposal Five)

84 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

What is a broker non-vote? Brokers who hold shares of common stock for the accounts of their clients may vote these shares either as directed by their clients or in their own discretion if permitted by the stock exchanges or other organizations of which they are members. Members of the New York Stock Exchange (NYSE) are permitted to vote their clients' proxies in their own discretion on certain matters if the clients have not furnished voting instructions within ten days of the meeting. However, NYSE Rule 452 defines various matters as "non- routine," and brokers who have not received instructions from their clients do not have discretion to vote their client's shares on such "non-routine" matters, resulting in a "broker non-vote." If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NYSE rules to vote your shares, without instructions from you, on the ratification of the appointment of Deloitte & Touche LLP as independent auditor. However, your broker does not have discretionary authority to vote your shares, without instructions from you, on the election of directors, the advisory vote to approve the compensation of our NEOs or the shareholder proposals, in which case a broker non-vote will occur and your shares will not be voted on these matters. How do I vote my shares if they are registered directly in my name? If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (Computershare), you are considered the "registered shareholder" of those shares, and you may vote by proxy prior to the Annual Meeting, as discussed below. Shares represented by a properly executed proxy will be voted at the Annual Meeting in accordance with the shareholder's instructions. If no instructions are given, the shares will be voted according to the recommendations of the Board. Registered shareholders may go to www.envisionreports.com/noc to view this Proxy Statement and the Annual Report. By Internet Registered shareholders may vote on the internet, as well as view the documents, by logging on to www.envisionreports.com/noc and following the instructions given.

By Telephone Registered shareholders may grant a proxy by calling 800-652-VOTE (800-652-8683) (toll- free) with a touch-tone telephone and following the recorded instructions.

By QR Code Registered shareholders may vote by scanning the QR code on their proxy card or notice with their mobile device.

By Mail Registered shareholders must request a paper copy of the proxy materials to receive a proxy card and may vote by marking the voting instructions on the proxy card and following the instructions given for mailing. A paper copy of the proxy materials may be obtained by logging on to www.envisionreports.com/noc and following the instructions given.

If any other matters are properly brought before the Annual Meeting, the proxy card gives discretionary authority to the proxyholders named on the card to vote the shares in their best judgment. A shareholder who executes a proxy may revoke it at any time before its exercise by delivering a written notice of revocation to the Corporate Secretary or by delivering a valid, later-dated proxy, or a later-dated vote by telephone or on the internet, in a timely manner. In addition, a shareholder attending the Annual Meeting may revoke the proxy by giving notice of revocation to the inspector of election at the meeting or by voting at the meeting. How do I vote my shares if they are held by a bank, broker or other nominee? If your shares are held in a stock brokerage account or by a bank or other nominee (that is, in street name), you are considered the "beneficial owner" of the shares that are registered in the street name. You are able to vote those shares, to attend the annual meeting as a shareholder, and to ask questions at the meeting. (See below). You will need to instruct the bank, broker or other nominee how to vote these shares using the procedure identified by the bank, broker or other nominee. You should receive voting instruction forms from your bank, broker or other nominee. We expect most banks, brokers and other nominees to enable beneficial owners to provide voting instructions by telephone or on the internet. Beneficial owners may view this Proxy Statement and the Annual Report on the internet by logging on to www.edocumentview.com/noc. Beneficial owners who hold shares in "street name" may revoke a proxy or change a vote by submitting a new, later-dated voting instruction form, contacting the bank, broker or other nominee or by voting at the Annual Meeting by obtaining a legal proxy as described below (see "How do I attend and vote at the virtual Annual Meeting?").

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 85 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

How do I vote my shares held under a Northrop Grumman savings plan? If shares are held on an individual's behalf under any of our savings plans, the proxy will serve to provide confidential instructions to the plan Trustee or Voting Manager who then votes the participant's shares in accordance with the individual's instructions. For those participants who do not vote their plan shares, the applicable Trustee or Voting Manager will vote their plan shares in the same proportion as shares held under the plan for which voting directions have been received, unless the Employee Retir ement Income Security Act requires a different procedure. Savings plan participants may submit their voting instructions by the same methods as registered shareholders (see "How do I vote my shares if they are registered directly in my name?" above) but voting instructions from savings plan participants must be received by the applicable plan Trustee or Voting Manager by 11:59 p.m. Eastern Daylight Time on May 16, 2021 in order to be used by the plan Trustee or Voting Manager to determine the votes cast with respect to plan shares. How do I attend and vote at the virtual Annual Meeting? Attending the Virtual Meeting as a Registered Shareholder Registered shareholders at the close of business on March 23, 2021 will be able to vote at, and participate in, the Annual Meeting by visiting www.meetingcenter.io/241697037 and clicking on "I have a Control Number." Registered shareholders will be able to use their 16-digit control number provided with this Notice to participate virtually. Attending the Virtual Meeting as a Participant in a Company Savings Plan If shares were held on your behalf under any of the Company’s savings plans at the close of business on March 23, 2021, you are eligible to attend and participate in the meeting. You may access the meeting in the same manner as the registered shareholders. However, voting instructions froms plan savi ng participants must be received by the applicable plan Trustee or Voting Manager by 11:59 p.m. Eastern Daylight Time on May 16, 2021 in order to be used by the plan Trustee or Voting Manager to determine the votes cast with respect to plan shares. Registering to Attend the Virtual Meetings a a Beneficial Owner If you were a beneficial owner of record (i.e., you hold your shares thrh aoug broker, bank or other nominee) at the close of business on March 23, 2021, and you wish to attend the Annual Meeting,r you broker, bank or other nominee should be able to confirm your ability to participate in the virtual Annual Meeting with the control number you receive with your voting instruction form. If your broker, bank or nominee says that you will need a separate control number from Computershare to participate in the Annual Meeting as a shareholder, you will also need a separate legal proxy from your broker, bank or other nominee, stating that you are the beneficial owner of the shares and are entitled to vote them. Once you have received a legal proxy, please email a scan or image of it to our transfer agent, Computershare, at [email protected], with “Legal Proxy” noted in the subject line. We remind you that if you do request and receive a legal proxy from your broker, bank or other nominee, you will not be able to give any further voting instructions to your broker, bank or nominee to vote the shares on your behalf. You will only be able to vote at the Annual Meeting. Requests for registration must be received by Computershare no later than 5:00 p.m. Eastern Daylight Time, on May 14, 2021. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetingcenter.io/241697037 and enter your control number and the meeting password, which if prompted for one, is NOC2021. Asking Questions We will invite shareholders to submit questions for consideration at the Annual Meeting by accessing the virtual Annual Meeting website available at www.meetingcenter.io/241697037. Shareholders will be able to access the meeting and submit questions by using the controls numbers discussed above in "How do I attend and vote at the virtual Annual Meeting?" You will be able to submit questions at any time during the week prior to the Annual Meeting (beginning at 9:00 a.m. on May 12, 2021 and continuing through May 18, 2021 at 5:00 p.m.) Shareholders will also be able to submit questions during the meeting. Questions should relate to the official business of the meeting, and management and shareholder proposals in particular. Management will seek to answer questions at the relevant time, when the proposal or matter is up for consideration. Additional Information We will disclose additional details about the Annual Meeting or changes to the process on the Investor Relations section of our website (www.northropgrumman.com) and in a public filing with the Securities and Exchange Commission, as appropriate. What if I have technical difficulties accessing or during the virtual Annual Meeting? If you encounter difficulties accessing the meeting, click the "Additional Information" button on the Meeting Center login page for assistance. If you encounter difficulties after accessing the meeting, click the "Help" button in the upper right-hand corner of the meeting page for assistance.

86 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT MISCELLANEOUS

Voting on Other Matters We are not awareofany other businesstobetransacted at theAnnual Meeting. Our Bylawsoutline procedures,including minimum noticeprovisions, for shareholdernominationsofdirectors andsubmissionofothershareholderbusiness to be transacted at the Annual Meeting.Acopy of thepertinentBylaw provisions is available on request tothe Corporate Secretary, Northrop Grumman Corporation, 2980 FairviewParkDrive,Falls Church,Virginia 22042.Our Bylaws are also availableinthe Investor Relationssection of ourwebsiteatwww.northropgrumman.com.Ifany other businessproperlycomes beforethe Annual Meeting,the shares represented by proxieswillbevoted in accordancewiththe judgment of thepersons authorizedtovotethem.

Shareholder Proposalsfor the 2022 Annual Meeting Anyshareholderwho intends to presentaproposal at the2022AnnualMeeting must deliver theproposal to the Corporate SecretaryatNorthrop GrummanCorporation, 2980 Fairview Park Drive, Falls Church,Virginia 22042: • not later than December3,2021, if the proposal is submitted forinclusion in the Company's proxy materials for that meeting pursuant to Rule 14a-8 under theExchangeAct;and • notearlierthan December3,2021and not laterthan January2,2022, if theproposal is submitted pursuant to the Bylaws, but notpursuant to Rule 14a-8, in whichcase we arenot requiredtoincludethe proposal in ourproxymaterials. If the2022Annual Meeting is convened morethan 30 days priortoordelayed by more than 30 days afterthe one-year anniversary of theAnnual Meeting,our Bylawsprovide different noticerequirements. Any shareholder whowishes to introduce aproposal shouldreviewour Bylaws and applicable proxy rulesofthe SEC. Shareholder Nominations for Director Election at the2022 Annual Meeting Anyshareholderwho intends to nominateaperson for election as adirectoratthe 2022 Annual Meeting must deliver anoticeof suchnomination(alongwith certain otherinformation required by our Bylaws) to theCorporate Secretary at Northrop Grumman Corporation, 2980 FairviewParkDrive,Falls Church,Virginia 22042: • not earlierthan November3,2021and not laterthan December3,2021, if the nominationissubmitted forinclusion in the Company's proxy materials for that meeting pursuant to theCompany's proxy access provision, as set forth in our Bylaws, which nomination and supportingmaterials must comply with therequirementsinour Bylaws; and • notearlierthan December3,2021and not laterthan January2,2022, if thenomination is submittedpursuant to the Bylaws, but notpursuant to our proxy access provision, in whichcase we arenot requiredtoincludethe nomination in our proxy materials. If the2022Annual Meetingisconvenedmore than 30 days prior to or delayed by more than 30 days afterthe one-year anniversary of theAnnualMeeting,our Bylawsprovide different noticerequirements. Any shareholder whowishes to nominateaperson for election as adirectorshould review our Bylaws. Householding Information Somebanks,brokers andother nomineerecord holdersmay be participatinginthe practice of "householding." This meansthat only one copy of theNoticeofInternet Availability of ProxyMaterials mayhave been senttomultiple shareholdersinahousehold.We will promptly deliver aseparatecopy to ashareholder uponwritten or oral request to theCorporate Secretary at thefollowing address andphonenumber: Northrop GrummanCorporation, 2980 FairviewParkDrive, Falls Church,Virginia 22042, (703)280-2900.Toreceive separate copiesofthe noticeinthe future, or if ashareholderisreceiving multiplecopies andwouldlike to receiveonlyone copy for the household,the shareholdershould contacthis or herbank, brokerorother nomineerecord holder, or may contact the Corporate Secretary at the aboveaddress or phone number.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I 87 MISCELLANEOUS

Cost of SolicitingProxies We will pay all costsofsolicitingproxies. We havemadearrangementswithbrokeragehousesand other custodians, nominees and fiduciariestomake proxy materials availabletobeneficial owners. We will,upon request, reimbursethem for reasonable expenses incurred. We have retained D.F.King&Co.,Inc.ofNew York at an estimated feeof$20,000,plusreasonable disbursementstosolicit proxiesonour behalf. Ourofficers, directorsand regular employees maysolicitproxiespersonally, by means of materials prepared for shareholders andemployee-shareholders or by telephone or other methods to the extent deemed appropriatebythe Board. No additional compensation will be paid tosuchindividualsfor thisactivity. The extent towhichthis solicitation will be necessary will dependupon how promptly proxiesare received. We therefore urge shareholders to give voting instructionswithoutdelay. AvailableInformation You may obtain acopy of the followingcorporate governance materials on the Investor Relationssection of ourwebsite (www.northropgrumman.com)under Corporate Governance: • Bylaws; • Principles of CorporateGovernance; • Standards of Business Conduct; • Policyand ProcedureRegarding Company Transactions with Related Persons; and • Board Committee Charters. Copies of these documents arealsoavailablewithoutcharge to anyshareholderupon writtenrequest to theCorporate Secretary, Northrop GrummanCorporation, 2980 FairviewParkDrive, Falls Church,Virginia 22042. We disclose amendmentstoprovisions of ourStandards of Business Conduct by posting amendments on our website. IncorporationbyReference In accordancewithSEC rules, notwithstanding anythingtothe contraryset forth in any of our previous or futurefilings under the Securities Act of 1933, as amended, or theExchangeAct that mightincorporatethis Proxy Statement or futurefilings made by the Companyunder those statutes, theinformation includedunder the section entitled"Compensation Committee Report"and those portionsofthe information includedunder the section entitled"Audit and Risk Committee Report"required by the SEC'srules to be included therein, shall not be deemed to be "soliciting material" nor shallthe information includedunder the section entitled "Compensation of Directors -Stock Ownership Requirements andAnti-Hedging and PledgingPolicy," theinformation includedunder thesection entitled "Compensation Committee Report," or those portions of the information includedunder the section entitled "Auditand Risk Committee Report"required by theSEC's rulestobeincluded therein, be "filed" with theSEC or be deemed incorporated by referenceintoany of thosepriorfilingsorintoany future filingsmade by theCompany under those statutes, except to theextent we specifically incorporate these items by reference. Weblinksthroughoutthis document are providedfor convenienceonly,and thecontent on the referencedwebsites doesnot constituteapart of this Proxy Statement. Annual Report April2,2021 NOTICE: THE COMPANYFILED AN ANNUAL REPORT ON FORM 10-K FOR THEYEAR ENDED DECEMBER31, 2020 ON JANUARY28, 2021.SHAREHOLDERSOFRECORDONMARCH 23, 2021 MAY OBTAIN ACOPY OF THISREPORTWITHOUT CHARGE UPON WRITTEN REQUEST TO THE CORPORATE SECRETARY, NORTHROP GRUMMAN CORPORATION,2980FAIRVIEW PARK DRIVE, FALLSCHURCH, VIRGINIA 22042.

Jennifer C. McGarey CorporateVice Presidentand Secretary

88 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT APPENDIX A - USE OF NON-GAAP FINANCIAL MEASURES

This Proxy Statement contains non-GAAP (accounting principles generally accepted in the United States of America) financial measures, as defined by SEC Regulation G and indicated by an asterisk in this Proxy Statement. While we believe investors and other users of our financial statements may find these non-GAAP financial measures useful in evaluating our financial performance and operational trends, they should be considered as supplemental in nature, and therefore, should not be considered in isolation or as a substitute for financial information prepared in accordance with GAAP. Definitions for the non-GAAP financial measures contained in this Proxy Statement are provided below and the reconciliations of non-GAAP financial measures presented in this Proxy Statement are located on pages A-3 and A-4 of this Appendix A. Other companies, including companies in our industry, may define these measures differently or may utilize different non-GAAP financial measures, limiting the usefulness of those measures for comparative purposes between companies. Certain of the non-GAAP financial measures below are used as internal measures for performance-based compensation decisions, as further discussed in the “Key Components of our Programs” section of Compensation Discussion and Analysis. The Compensation Committee has discretion to make adjustments to these measures in instances where the Company’s performance has been impacted by unforeseen or unusual events. For 2020, 2019 and 2018 the Compensation Committee adjusted the calculation of certain measures in order to exclude the impact of certain events or transactions that were not contemplated when the performance metrics were established. Cash flow metrics: We use cash flow metrics as internal measures of financial performance and for performance-based compensation decisions. We also use these measures as a key factor in our planning for, and consideration of, acquisitions, payments of dividends and share repurchases. The following cash flow metrics may be useful to investors and other users of our financial statements as a supplemental measure of our cash performance, but should not be considered in isolation, as a measure of residual cash flow available for discretionary purposes, or as an alternative to operating results presented in accordance with GAAP. All cash flow metrics are reconciled below. Adjusted cash provided by operating activities: Defined as cash provided by operating activities, plus proceeds from sale of equipment to a customer (not otherwise included in net cash provided by operating activities) and the after-tax impact of discretionary pension contributions, and less transaction-related expenses, as approved by the Compensation Committee. Adjusted cash provided by operating activities includes proceeds from the sale of equipment to a customer as such proceeds were generated in a customer sales transaction. It also includes the after-tax impact of discretionary pension contributions for consistency and comparability of financial performance. Transaction-related expenses are primarily comprised of advisory, legal and other costs related to the acquisition of Orbital ATK and the divestiture of our IT service business. Adjusted Cash Flow from Operations Conversion: Defined as Adjusted cash provided by operating activities, divided by earnings before interest, taxes, depreciation and amortization, excluding mark-to-market (MTM) expense and the MTM- related deferred state tax benefit (Adjusted EBITDA), as defined below. As approved by the Compensation Committee, this metric has been adjusted to exclude transaction-related expenses, as defined above. Adjusted Free Cash Flow: Net cash provided by operating activities, less capital expenditures, plus proceeds from sale of equipment to a customer (not otherwise included in net cash provided by operating activities) and the after-tax impact of discretionary pension contributions. Adjusted free cash flow includes proceeds from the sale of equipment to a customer as such proceeds were generated in a customer sales transaction. It also includes the after-tax impact of discretionary pension contributions for consistency and comparability of financial performance. Adjusted Free Cash Flow before after-tax total pension funding(1): Defined as Adjusted Free Cash Flow before the after-tax impact of discretionary pension funding. As approved by the Compensation Committee, this metric has been adjusted to exclude the impacts related to Innovation Systems and transaction-related expenses, as discussed above. Adjusted Cumulative Free Cash Flow (Adjusted Cumulative FCF): Defined as the aggregate Adjusted Free Cash Flow before after-tax total pension funding, as defined above, over a three-year period. Pension-adjusted metrics: For financial statement purposes, we account for our employee pension plans in accordance with GAAP (FAS). However, the cost of these plans is charged to our contracts in accordance with the Federal Acquisition Regulation (FAR) and the related U.S. Government Cost Accounting Standards (CAS) that govern such plans. We use pension-adjusted metrics as internal measures of financial performance and for performance-based compensation decisions. The net FAS (service)/CAS pension adjustment referred to below reflects the difference between CAS pension expense included as cost in segment operating income and the service cost component of FAS expense included in total operating income. The total net FAS/CAS pension adjustment referred to below reflects the combined net FAS (service)/CAS pension adjustment and net FAS (non-service) pension benefit. The following pension-adjusted measures may be useful to investors and other users of our financial statements in evaluating our performance based upon the pension costs charged to our contracts. All pension-adjusted metrics are reconciled below. Pension-adjusted operating income: Operating income before the net FAS (service)/CAS pension adjustment as defined above and the MTM-related deferred state tax benefit, as defined below within MTM related tax impacts. As approved by

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I A-1 APPENDIX A - USE OF NON-GAAP FINANCIAL MEASURES

the Compensation Committee, this metric has been adjusted to exclude transaction-related expenses, as defined above, and Orbital ATK intangible asset amortization and property, plant and equipment (PP&E) step-up depreciation. Pension-adjusted Operating Margin Rate: Pension-adjusted operating income as defined above, divided by sales. After-tax net pension adjustment: The net income impact, after-tax at the federal statutory rate of 21 percent, of the net FAS /CAS pension adjustment, as defined above. Pension-adjusted net income: Net earnings before the after-tax net pension adjustment as defined above and excluding MTM expense and related tax impacts. As approved by the Compensation Committee, this metric has been adjusted to exclude the after-tax impacts of transaction-related expenses and Orbital ATK intangible asset amortization and PP&E step- up depreciation. Segment operating income: Segment operating income, as reconciled below, reflects total earnings from our four segments, including allocated pension expense recognized under CAS. These measures may be useful to investors and other users of our financial statements as a supplemental measure in evaluating the financial performance and operational trends of our sectors. These measures should not be considered in isolation or as alternatives to operating results presented in accordance with GAAP. MTM-adjusted net earnings: Net earnings excluding MTM expense and related tax impacts. This measure may be useful to investors and other users of our financial statements as a supplemental measure in evaluating the Company’s underlying financial performance by presenting the Company’s operating results before the non-operational impact of pension and OPB actuarial gains and losses. This measure is also consistent with how management views the underlying performance of the business as the impact of MTM accounting is not considered in management’s assessment of the Company's operating performance or in its determination of incentive compensation awards. MTM-adjusted net earnings is reconciled below. MTM-adjusted diluted EPS: Diluted earnings per share excluding the per share impact of MTM expense and related tax impacts. This measure may be useful to investors and other users of our financial statements as a supplemental measure in evaluating the Company’s underlying financial performance per share by presenting the Company’s diluted earnings per share results before the non-operational impact of pension and OPB actuarial gains and losses. MTM-adjusted diluted EPS is reconciled below. Operating Return on Net Assets (Operating RONA): Calculated as Adjusted Net Operating Profit After-Tax (adjusted NOPAT), as defined below, divided by the two-year average of net operating assets. Net operating assets are defined as net total current assets, excluding cash and cash equivalents, less total current liabilities, excluding short-term debt, plus net PP&E. Adjusted Net Operating Profit After-Tax: Calculated as operating income adjusted to exclude net FAS (service)/CAS pension adjustment, MTM expense and related tax impacts, as defined above, impacts related to transaction-related expenses, Orbital ATK intangible asset amortization and PP&E step-up depreciation, as defined above and approved by the Compensation Committee.

(1)For the 2018 LTIP grant, the financial scoring approach was finalized prior to the acquisition of Orbital ATK. This acquired business was established as a fourth business sector named Innovation Systems. As approved by the Compensation Committee, the legacy Innovation Systems business has been excluded from Adjusted Free Cash Flow before after-tax total pension funding for the three-year 2018-2020 performance period of the Adjusted Cumulative Free Cash Flow score.

A-2 I NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT APPENDIX A-USEOFNON-GAAPFINANCIAL MEASURES

Reconciliation of Non-GAAP Financial Measures

TotalYear ($M) 2020 2019 2018 Adjustedfree cash flow metrics Netcashprovided by operating activities $4,305 $4,297 $3,827 Capital expenditures (1,420)(1,264)(1,249) Proceeds from sale of equipment to acustomer205 —— After-tax discretionary pension contributions593 95 186 Adjustedfreecash flow$3,683 $3,128 $2,764 After-taxrequired pension contributions 65 70 60 Transaction-related expenses 32 89 36 Impacts related to Innovation Systems (634) (478) (721) Adjustedfreecash flowbefore after-taxtotalpension funding 3,146 2,809 2,139 Adjustedcumulativefreecash flow$8,094 $—$— TotalYear ($M) 2020 Adjustedcashflowmetrics Netcashprovided by operating activities $4,305 After-tax discretionary pension contributions 593 Proceeds from sale of equipment to acustomer 205 Transaction-related expenses32 Adjustedcash provided by operatingactivities$5,135

Earnings before income taxes 3,728 MTM expense1,034 MTM-related deferred statetax benefit(1) (54) Net interest expense/(income) 587 Depreciationand amortization993 Transaction-related expenses32 AdjustedEarnings before interest, taxes,depreciationand amortization (AdjustedEBITDA) $6,320 AdjustedCashFlow from Operations Conversion 81.3 %

Pension-adjusted metrics Operating income $4,065 Net FAS (service)/CAS pensionadjustment(418) Innovation Systems intangible asset amortization and PP&E step-up depreciation316 Transaction-related expenses32 MTM-related deferred statetax benefit(54) Pension-adjusted operating income $3,941 Pension-adjusted Operating MarginRate 10.7 %

Net earnings$3,189 Net FAS (service)/CAS pensionadjustment(418) NetFAS (non-service)pension benefit (1,198) Taxeffect of netpension adjustment339 After-taxnet pension adjustment (1,277) Innovation Systems intangibleasset amortization and PP&E step-up depreciation316 Transaction-related expenses32 Taxeffect of items above(73) After-tax MTMadjustment774 Pension-adjustednet income $2,961

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT I A-3 APPENDIX A-USEOFNON-GAAPFINANCIAL MEASURES

Total Year ($M, except per share amount) 2020 2019 2018 Segment operating income Sales 36,799 33,84130,095 Operating income$4,065 $3,969 $3,780 Operatingmargin rate 11.0 %11.7 %12.6 % Reconciliation to segment operating income NetFAS (service)/CAS pensionadjustment (418) (465) (613) Unallocated corporate expense 541474 347 Segment operating income$4,188 $3,978 $3,514

MTM-adjustednet earningsand MTM-adjusteddilutedEPS Net earnings$3,189 $2,248 $3,229 MTM expense 1,034 1,800 655 MTM-related deferred statetax benefit(1) (54)(81)(29) Federal taxbenefit of itemsabove(2) (206)(361) (131) After-taxMTM adjustment 774 1,358 495 MTM-adjustednet earnings$3,963 $3,606 $3,724

Diluted EPS $19.03 $13.22 $18.49 MTM expenseper share 6.17 10.59 3.76 MTM-relateddeferred statetax benefitper share (0.32)(0.48)(0.17) Federaltax benefitofitems above pershare (1.23) (2.12)(0.75) After-tax MTM adjustment pershare 4.62 7.99 2.84 MTM-adjusted dilutedEPS $23.65 $21.21 $21.33

(1)MTM expense is expectedtobedeductible on our future state tax returns. The deferredstate tax benefit was calculatedusing the company’s blendedstate tax rate of 5.25% in 2020 and 4.50% in 2019 and 2018 and includedinUnallocated corporate expense within operating income.

(2) MTM expense is expectedtobedeductible on our future federal tax returns. Thefederal tax benefit in each period was calculated by subtractingthe deferred state tax benefit fromMTM expense and applying the 21% federal statutory rate.

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