(NOC)

Role: Corporate Vice President
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol: NOC
Transactions as of: 16 Feb 2023
Net transactions value: -$1,702,716
Form type: 4
Filing time: 21 Feb 2023, 15:50:36 UTC
Previous filing: 17 Feb 2023
Next filing: 05 Jun 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOC	Common Stock	Options Exercise	$0	+8,112	+100%	$0.000000	16,251	16 Feb 2023	Direct
transaction	NOC	Common Stock	Tax liability	$1,702,716	-3,659	-23%	$465.35	12,592	16 Feb 2023	Direct

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	+2,103	+11%	$0.000000	20,716	16 Feb 2023	Common Stock	2,103		Direct	F1, F2
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-8,112	-39%	$0.000000	12,604	16 Feb 2023	Common Stock	8,112		Direct	F1

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

Mary D. Petryszyn is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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. Grants awarded pursuant to Rule 16b-3(d).
F2	The RPSRs acquired are vested RPSRs with respect to the measurement period ended 12/31/22 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/12/20 that resulted in settlement at 135% of the target award. A total of 8,112.15 shares were issued in settlement of the 2020 RPSRs with a measurement period that ended 12/31/22, and the target award amount of 6,009 RPSRs was previously reported in connection with the grant of the 2020 RPSRs.

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. Grants awarded pursuant to Rule 16b-3(d).

The RPSRs acquired are vested RPSRs with respect to the measurement period ended 12/31/22 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/12/20 that resulted in settlement at 135% of the target award. A total of 8,112.15 shares were issued in settlement of the 2020 RPSRs with a measurement period that ended 12/31/22, and the target award amount of 6,009 RPSRs was previously reported in connection with the grant of the 2020 RPSRs.