(NOC)

Role: CVP, Global Operations
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol: NOC
Transactions as of: May 4, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/6/2022, 05:17 PM
Previous filing: Feb 17, 2022
Next filing: Feb 21, 2023
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NOC	Restricted Performance Stock Rights	Award	$0	+3.37K		$0.00	3.37K	May 4, 2022	Common Stock	3.37K		Direct	F1
transaction	NOC	Restricted Stock Rights	Award	$0	+6.55K		$0.00	6.55K	May 4, 2022	Common Stock	6.55K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each Restricted Performance Stock Right ("RPSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the applicable performance metric is satisfied for the relevant measurement period. The RPSRs were granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 5/4/22 with a measurement period ending on 12/31/24. Grants awarded pursuant to Rule 16b-3(d).
F2	Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares in Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock. The RSRs were granted under the LTISP on 5/4/22. 2,720 of the RSRs will vest on 5/4/23, 2,266 will vest on 5/6/24 and 1,564 will vest on 5/5/25.

Content

Each Restricted Performance Stock Right ("RPSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the applicable performance metric is satisfied for the relevant measurement period. The RPSRs were granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 5/4/22 with a measurement period ending on 12/31/24. Grants awarded pursuant to Rule 16b-3(d).

Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares in Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock. The RSRs were granted under the LTISP on 5/4/22. 2,720 of the RSRs will vest on 5/4/23, 2,266 will vest on 5/6/24 and 1,564 will vest on 5/5/25.