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1.	The election of the 13 nominees named in the accompanying Proxy Statement;

2.	A proposal to approve, on an advisory basis, the compensation of our named executive officers;

3.	A proposal to ratify the appointment of Deloitte & Touche LLP as our independent auditor for the year ending December 31, 2019;

4.	A shareholder proposal to provide for a report on management systems and processes for implementing the Company's human rights policy;

5.	A shareholder proposal to provide for an independent chair; and

6.	Any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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(1)	Age as of March 29, 2019. = Chair = Member

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•	require high ethical standards in all aspects of our business;

•	require strict adherence to all applicable laws and regulations;

•	reflect our commitment to maintaining a culture that values and promotes diversity and inclusion;

•	reinforce our commitment to being a responsible corporate citizen;

•	reflect our commitment to our work environment and the global communities where we live, work and serve;

•	require the consistent production of quality results; and

•	call upon all employees to raise any questions or issues of concern (including on an anonymous basis).

•	oversee our long-term business strategies, operations and performance;

•	execute robust succession planning; select the Chief Executive Officer and elect officers of the Company;

•	oversee our major risks and risk management activities; including with regard to cyber and other security risks;

•	oversee senior executive succession planning and our human capital strategy;

•	ensure effective corporate governance practices;

•	elect directors to fill vacant positions between Annual Meetings;

•	review and approve executive compensation;

•	review and approve significant corporate actions;

•	oversee and evaluate management and Board performance;

•	oversee our ethics and compliance programs;

•	oversee our diversity and inclusion programs; and

•	provide advice to management.

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•

The Audit Committee focuses on risks that could impact our financial performance. The Audit Committee periodically receives a report from the Chief Financial Officer and members of the Finance Department addressing our financial risk management processes, systems and internal controls, the nature of the material financial risks the Company faces and how the Company responds to and mitigates these risks. The Audit Committee periodically receives a report from our General Counsel on legal and other compliance risks and how the Company is addressing and mitigating those risks. The Audit Committee receives an annual report from our Chief Compliance Officer on the Company's compliance program overall. The Audit Committee also receives quarterly reports from the Vice President, Global Corporate Responsibility on trends in ethics reporting.

•	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 Policy Committee assists the Board in identifying and evaluating global security, political, public relations, environmental sustainability and budgetary issues and trends that could impact the Company's business. The Policy Committee periodically receives a report from the Vice President, Global Corporate Responsibility on the Company’s ethics and corporate responsibility programs.

•	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.

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•	preside at meetings of the Board at which the Chairperson is not present, including executive sessions of the independent directors, and advise the Chairperson and CEO on decisions reached and suggestions made;

•	advise the Chairperson on and approve meeting agendas and information sent to the Board;

•	advise the Chairperson on and approve the schedule of Board meetings, assuring there is sufficient time for discussion of all agenda items;

•	provide the Chairperson with input as to the preparation of Board and committee meeting agendas, taking into account the requests of the other Board and committee members;

•	interview, along with the Chairperson and the Chairperson of the Governance Committee, Board candidates and make recommendations to the Governance Committee and the Board;

•	call meetings of the independent directors;

•	support and facilitate engagement between the Chairperson and the independent directors; and

•	if requested by major shareholders, ensure that he or she is available for consultation and direct communication.

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has within the prior three years been a director, executive officer or trustee of a charitable organization that received annual contributions from the Company exceeding the greater of $1 million or 2% of the charitable organization's annual gross revenues, where the gifts were not normal matching charitable gifts, did not go through normal corporate charitable donation approval processes or were made "on behalf of" a director;

•

has, or has an immediate family member who has, within the prior three years been employed by, a partner in or otherwise affiliated with any law firm or investment bank in which the director's or the immediate family member's compensation was contingent on the services performed for the Company or in which the director or the immediate family member personally performed services for the Company and the annual fees paid by the Company during the preceding fiscal year exceeded the greater of $1 million or 2% of the gross annual revenues of such firm; or

•	has, or has an immediate family member who has, within the prior three years owned, either directly or indirectly as a partner, shareholder or officer of another company, more than 5% of the equity of an organization that has a material business relationship with (including significant purchasers of goods or services), or more than 5% ownership in, the Company.

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•	Mr. Felsinger's service as a member of the Board of Directors of Archer-Daniels-Midland;

•	Mr. Gordon's service as a member of the Board of Directors of CBS Corporation;

•	Mr. Hernandez's service as a member of the Board of Directors of Albemarle Corporation;

•	Admiral Roughead's service as a member of the Board of Directors of the Center for a New American Security, a trustee of Johns Hopkins University and a member of the Board of Managers of Johns Hopkins University Applied Physics Lab;

•	Mr. Schoewe's service as a member of the Board of Directors of General Motors; and

•	Mr. Turley's service as a member of the Board of Directors of Citigroup and Emerson Electric.

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•	the personal integrity and the professional reputation of the individual;

•	the education, professional background and particular skills and experience most beneficial to service on our Board;

•	how the nominee brings diversity, experience and skills valuable to the Company and Board at the time; and

•	whether a director candidate is willing to submit to and obtain a background check necessary for obtaining and retaining a top secret security clearance.

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•	the Board's effectiveness in evaluating and monitoring the Company's business plan, long-term strategy and risks;

•	whether strategic and critical issues are being addressed by the Board in a timely manner;

•	whether the Board’s expectations and concerns are openly communicated to and discussed with the Chief Executive Officer;

•	whether there is adequate contact between the Board and members of senior management;

•	whether the directors collectively operate effectively as a Board;

•	whether the individual directors have the appropriate mix of attributes and skills to fulfill their duties as directors of the Company;

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•	whether there are adequate opportunities to raise questions and comments on issues, both inside and outside of Board meetings;

•	whether the Board has focused adequately on succession planning; and

•	whether the Board is adequately responsive to shareholder communication.

•	understanding of the Company’s overall business and risk profile and its significant financial opportunities and plans;

•	engagement during meetings and other Board functions;

•	analysis of benefits and risks of courses of action considered by the Board; and

•	appropriate respect for the views of other Board members.

•	to evaluate the Chief Executive Officer annually based on a specific set of performance objectives;

•	to work with the Chief Executive Officer to support and ensure the development of potential succession candidates for the Chief Executive Officer and other leadership positions;

•	to discuss with the Chief Executive Officer annually an assessment of persons considered potential successors to various senior management positions; and

•	robustly to consider, plan for and ensure successful transitions of leadership.

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•	a leadership score of A- in CDP’s 2018 climate change program for the seventh consecutive year;

•	the Catalyst award for our “Build the Best Culture, Leverage the Power of Women” campaign which drove significant increases in the percentage of women in our executive ranks;

•	an A rating from MSCI for environmental, social and governance management and performance;

•	Dow Jones Sustainability North America Index for the third consecutive year; and

•	one of DiversityInc's Top 50 Companies for Diversity for the ninth year in a row.

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(1)

Amounts reflect the annual cash retainer paid to each director, including any applicable annual committee and committee chair retainers and any applicable Lead Independent Director or Chairperson retainer. As described above, a director may elect to defer all or a portion of his or her annual cash retainer into a deferred stock unit account. Amounts deferred as Elective Stock Units or deferred into alternative investment options are reflected in this column.

(2)

Amounts represent the target value of Automatic Stock Units awarded to each of our non-employee directors in 2018 under the 2011 Plan pursuant to the Amended Director Program. The amount reported for each director reflects the aggregate fair value of the Automatic Stock Units on the grant date, as determined under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation, excluding any assumed forfeitures. The grant date fair value assumes the value of dividend equivalents accrued directly on the awarded units. The aggregate number of Automatic Stock Units and Elective Stock Units held by each director as of December 31, 2018 is provided in the Deferred Stock Units table below.

(3)

Amounts reflect (i) the estimated dollar value of additional stock units credited to each non-employee director as a result of dividend equivalents earned, directly or indirectly, on reinvested dividend equivalents as such amounts are not assumed in the grant date fair value of the Automatic Stock Units shown in the "Stock Awards" column, and (ii) matching contributions made through our Matching Gifts Program for Education discussed above as follows: Ms. Fudge, $10,000; Mr. Gordon, $10,000; Mr. Hernandez, $10,000; Ms. Kleiner, $10,000; and Mr. Krapek, $10,000. Amounts shown also include perquisites and other personal benefits provided to certain of the directors in 2018, including airfare for spouses and certain activities in conjunction with a Company board meeting.

(4)	Mr. Fazio did not stand for reelection at the 2018 Annual Meeting.

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•	any of our directors or executive officers;

•	any person who is known to be the beneficial owner of more than 5% of our common stock;

•	an immediate family member of any such persons; or

•	any firm, corporation, or other entity controlled by any such persons.

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(1)

This information was provided by State Street Corporation (State Street) in a Schedule 13G filed with the SEC on February 13, 2019. According to State Street, as of December 31, 2018, State Street had shared voting power over 17,171,242 shares and shared dispositive power over 17,678,111 shares. This total includes 11,130,319 shares held as of December 31, 2018 in the Defined Contribution Plans Master Trust for the Northrop Grumman Savings Plan and the Northrop Grumman Financial Security and Savings Program, for which State Street Bank and Trust Company acts as trustee and State Street Global Advisors Trust Company acts as investment manager.

(2)	This information was provided by The Vanguard Group (Vanguard) in a Schedule 13G/A filed with the SEC on February 11, 2019. According to Vanguard, as of December 31, 2018, Vanguard had sole voting power over 204,053 shares, shared voting power over 19,712 shares, sole dispositive power over 13,752,660 shares and shared dispositive power over 223,356 shares.

(3)	This information was provided by BlackRock, Inc. (BlackRock) in a Schedule 13G/A filed with the SEC on February 6, 2019. According to BlackRock, as of December 31, 2018, BlackRock had sole voting power over 10,581,017 shares and sole dispositive power over 11,613,939 shares.

(4)	This information was provided by T. Rowe Price Associates, Inc. (T. Rowe Price) in a Schedule 13G filed with the SEC on February 14, 2019. According to T. Rowe Price, as of December 31, 2018, T. Rowe Price had sole voting power over 4,534,110 shares and sole dispositive power over 11,449,975 shares.

(5)	This information was provided by Capital International Investors (Capital International), a division of Capital Research and Management Company, in a Schedule 13G filed with the SEC on February 14, 2019. According to Capital International, as of December 31, 2018, Capital International had sole voting power over 10,347,176 shares and sole dispositive power over 10,452,149 shares.

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(1)

Share equivalents for directors represent non-voting deferred stock units acquired under the 2011 Plan, some of which are paid out in shares of common stock at the conclusion of a director-specified deferral period, and others are paid out upon termination of the director's service on the Board. Certain of the NEOs hold share equivalents with pass-through voting rights in the Northrop Grumman Savings Plan or the Northrop Grumman Financial Security and Savings Program.

(2)	On January 1, 2019, Wesley G. Bush was succeeded as Chief Executive Officer by Kathy J. Warden. Mr. Bush will remain an employee of the Company and continue to serve as Chairman of the Board until his retirement on July 31, 2019.

(3)	Includes 207,161 shares held in the W.G. and N.F. Bush Family Trust, 20,036 shares held in the Bush Trust Number 4 Trust, and 19,089 shares held in the Wesley G. Bush Revocable Trust, each of which Mr. Bush and his wife serve as trustees.

(4)	Ms. Warden also serves on the Company's Board of Directors.

(5)	Total represents 0.45% of the outstanding common stock as of March 19, 2019.

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(1)

This number includes 796,354 shares that were subject to outstanding stock awards granted under the 2011 Plan, 463,648 awards earned at year end but pending distribution subject to final performance adjustments, 122,674 shares subject to outstanding stock unit credited under the 2011 Plan and 1993 Directors Plan, and additional performance shares of 340,884, which reflect the number of shares deliverable under payment of outstanding restricted performance stock rights, assuming maximum performance criteria have been achieved.

(2)	There were no options outstanding as of December 31, 2018.

(3)	Of the aggregate number of shares that remained available for future issuance, 5,927,560 were available under the 2011 Plan as of December 31, 2018. No new awards may be granted under the 1993 Directors Plan.

(4)	After giving effect to our February 2019 awards, the number of shares of common stock remaining available for future issuance would be 5,412,262 (assuming maximum payout of such awards).

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•	Double-trigger provisions for change in control situations, and no excise tax gross-ups for payments upon termination after a change in control;

•	A recoupment policy applicable to cash and equity incentive compensation payments;

•	Stock ownership guidelines of 7x base salary for the CEO and 3x base salary for other NEOs, and stock holding requirements of three years from the vesting date for equity awards; and

•	Prohibitions on hedging or pledging of Company stock.

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•	Pension-adjusted OM Rate*: 11.4%

•	Pension-adjusted Cash Flow from Operations*: $3.2B

•	Pension-adjusted Net Income* Growth: $2.4B

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•	receives advice from an independent compensation consultant who reports directly to the Compensation Committee and is discussed further below;

•	reviews market data and other input from its independent compensation consultant;

•	reviews and approves incentive goals and objectives (CEO goals and objectives are reviewed and approved by the independent directors);

•	evaluates and approves executive benefit and perquisite programs; and

•	evaluates the competitiveness of each elected officer's total compensation package.

•	reviewing and advising the Compensation Committee on our total compensation philosophy, peer groups and target competitive positioning;

•	identifying market trends and practices and advising the Compensation Committee on program design implications;

•	providing proactive advice to the Compensation Committee on best practices for Board governance of executive compensation, compensation-related risk management, and any areas for program design to most appropriately support the Company's business strategy and organizational values; and

•	serving as a resource to the Compensation Committee Chairperson on setting agenda items for Compensation Committee meetings and undertaking special projects.

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•	the company was identified as a peer by at least two aerospace and defense peers or proxy advisory services;

•	the company participated in the annual Aon Hewitt executive compensation study; and

•	revenues, total employees and market capitalization of the company were broadly similar to those of the Company.

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Pension-adjusted OM Rate*: establishes high program performance expectations for the Company and is calculated as OM rate (operating margin divided by sales) before net FAS (service)/CAS pension adjustment (the difference between pension expense charged to contracts and included as cost in segment operating income* in accordance with U.S. Government Cost Accounting Standards (CAS) and the service component of pension expense determined in accordance with GAAP (FAS)).

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Pension-adjusted Cash Flow from Operations*: recognizes the importance of converting net income into cash. The metric is calculated as cash provided by operating activities before the after-tax impact of discretionary pension contributions*. Pension-adjusted Cash Flow from Operations* enables management to make capital investment decisions that support long-term profitable growth without impacting performance-based incentive compensation.

•	Pension-adjusted Net Income* Growth: incentivizes management to achieve relative long-term profitable growth greater than a projected industry growth rate. Pension-adjusted Net Income* Growth is calculated as net income before the after-tax impact of the total net FAS/CAS pension adjustment.

•	Customer Satisfaction: measured in terms of customer feedback, including customer-generated performance scores, award fees and verbal and written feedback.

•	Diversity: measured in terms of improving representation of females and people of color in all management level positions with respect to internal and external benchmarks.

•	Engagement & Inclusion: measured based on performance at or above the global high performing norm for engagement and inclusion indices and an accountability metric (as reported in a company-wide employee survey).

•	Environmental Sustainability: measured in terms of reductions in absolute greenhouse gas emissions and potable water use consumption, and improvement in solid waste diversion (i.e., waste diverted from landfill disposal).

•	Quality: measured using program-specific objectives, including defect rates, process quality, supplier quality, planning quality or other appropriate criteria for program type and phase.

•	Safety: measured by total case rate, defined as the number of Occupational Safety & Health Administration recordable injuries as well as by lost work day rate associated with those injuries.

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•	involuntary termination, other than for cause or mandatory retirement; or

•	election to terminate in lieu of accepting a downgrade to a non-officer position (i.e., good reason).

•	Company stock owned outright;

•	unvested RSRs; and

•	the value of shares held in the Northrop Grumman Savings Plan or Northrop Grumman Financial Security and Savings Program.

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•	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.

•	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.

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(1)	Includes amounts deferred under qualified savings and nonqualified deferred compensation plans. Amounts shown for Mr. Larson include salary earned since the Merger Date and payments for vacation days sold under the Orbital ATK vacation buy/sell benefit program ($7,489).

(2)

Represents the grant date aggregate fair value of RPSRs and RSRs granted during the periods presented. The 2018 value shown for Mr. Bush includes the value of his annual grant issued in February 2018 of $10,000,294 and the incremental amount that must be recognized in accordance with accounting standards for the modification to the 2017 and 2018 long-term incentive grants. The modification recognized Mr. Bush’s significant business contributions and continuing role with the Company as Chairman as well as the extension of the post-employment covenants. The fair value of awards was computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Assumptions used in the calculation of these amounts are disclosed in Note 14 of the Company's 2018 Form 10-K. The maximum grant date fair values of the 2018 RPSRs are as follows, noting the grants assume a 150% maximum payout:

(3)	These amounts were paid based on the CPF and the NEO’s target bonus, with the exception of Mr. Larson whose payout was based on EOIP performance metrics and prorated target bonus. Includes amounts deferred under the qualified savings and nonqualified deferred compensation plans.

(4)

These amounts relate solely to the increased present value of the NEO's pension plan benefits using mandatory SEC assumptions (see the descriptions of these plans under the Pension Benefits table on page 58). The amount accrued in each year differs from the amount accrued in prior years due to an increase in age, service and pay (salary and bonus).The change in pension value is also highly sensitive to changes in the interest rate used to determine the present value of the payments to be made over the life of the executive.

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(5)

Amounts include, as applicable, (a) the value of perquisites and personal benefits, (b) basic life insurance premiums, (c) matching contributions through the Northrop Grumman Foundation made to eligible educational institutions and to non-profit organizations under a Company program, and (d) Company contributions to defined contribution and deferred compensation plans. Where the value of the items reported in a particular category for an NEO exceeded $10,000 in 2018 (other than perquisites and personal benefits, which are subject to different thresholds as described below), those items are identified and quantified below.

(6)	Mr. Caylor and Mr. Larson were not NEOs for 2017 and 2016; therefore, data for these years is not reflected.

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(1)	Represents the potential range of payouts under the Company's AIP, except for Mr. Larson whose range reflects the potential payout under the EOIP. Actual payouts are shown in the Summary Compensation Table column entitled "Non-Equity Incentive Plan Compensation" on page 53.

(2)	These amounts relate to RPSRs granted in 2018 under the 2011 Plan. For additional details on our RPSRs, refer to "Key Components of Our Programs - Long-Term Incentive Compensation" on page 47.

(3)	These amounts relate to RSRs granted in 2018 under the 2011 Plan. For additional details on our RSRs, refer to "Key Components of Our Programs - Long-Term Incentive Compensation" on page 47.

(4)	The fair value of awards was computed in accordance with FASB ASC Topic 718.

(5)

These amounts relate to the modification of RPSRs and RSRs that were granted in 2017 and 2018 to provide for vesting following retirement, subject to compliance with post-employment covenants and other requirements. In accordance with SEC rules, these are reported in the table as new grants of the awards. The grant date fair value reported reflects the incremental fair value of the modified award as of the modification date.

(6)

In recognition of Mr. Caylor's increased responsibilities as Corporate Vice President and President, Mission Systems, Mr. Caylor was granted a one-time RSR award, which will vest three years from the date of grant. Mr. Caylor must remain employed through the vesting period to earn the award, although full vesting will result if his employment terminates earlier due to death, disability or a change in control qualifying termination.

(7)

In recognition of the value forfeited by waiving any rights to further compensation and benefits under the legacy Orbital ATK Income Security Plans and the Merger Agreement retention grant, Mr. Larson was granted a sign-on RSR award in June 2018. Half of the RSR award vested on December 31, 2018 and the other half will vest on December 31, 2019. Mr. Larson must remain employed through the vesting period to earn the award, although full vesting will result if his employment terminates earlier due to death, disability, involuntary termination other than for cause or a change in control qualifying termination.

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(1)	Outstanding RSRs generally vest three years from date of grant. Mr. Larson's June 13, 2018 RSR grants are comprised of an annual grant (2,831 shares) and a sign-on grant (11,010 shares). Half of Mr. Larson's 2018 sign-on grant vested on December 31, 2018 and the other half will vest on December 31, 2019.

(2)	The value listed is based on the closing price of the Company's stock of $244.90 on December 31, 2018, the last trading day of the year.

(3)

Outstanding RPSRs granted in 2018, 2017 and 2016 generally vest based on performance for the three-year performance period ending on December 31, 2020, 2019 and 2018, respectively. All RPSR grants are subject to the Compensation Committee's approval of the performance-based earnout percentage applicable to the grant following the end of the performance period. Amounts presented assume target level performance. The 2016 RPSRs were distributed in February 2019 upon the Compensation Committee's approval. The actual number of shares distributed to the NEOs in February 2019 as a result of the vesting RPSRs was as follows:

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(1)	Number of shares and amounts reflected in the table are reported on an aggregate basis and do not reflect shares sold or withheld to pay withholding taxes.

(2)	Consists of RPSRs granted in 2015 and RSRs granted in 2015 and 2018. The 2015 RPSRs vested based on the three-year performance period which ended on December 31, 2017 and were distributed in February 2018. The 2015 RSRs vested three years from the date of grant. Half of Mr. Larson's 2018 sign-on RSR grant vested on December 31, 2018 and was distributed in January 2019.

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(1)	Mr. Bedingfield was hired after the Company's defined benefit pension plans were closed to new entrants, and as a result he does not participate in any defined benefit pension plans.

(2)

Credited service under OSERP for Mr. Bush and Mr. Caylor is less than actual service because credited service under this plan stopped as of December 31, 2014. In addition, Mr. Bush's credited service under his other plans is less because of his transfers among those plans due to Company acquisitions. Each NEO's actual service is as follows: Mr. Bush: 31.67; Ms. Warden: 10.33; Mr. Caylor: 16.5; Mr. Larson: 37.5.

(3)	Amounts are calculated using the following assumptions:

•	The NEO retires on the earliest date he/she could receive an unreduced benefit under each plan;

•	The form of payment is a single life annuity except for Mr. Larson whose OATK DB SERP benefit is paid as a lump sum; and

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The discount rate is 4.30% for the Pension Plan, 4.33% for the S&MS Pension Plan and 4.31% for all other plans. The mortality tables are the RP-2014 annuitant mortality tables adjusted for actual experience and projected generationally with an adjusted version of Scale MP-2018 for the OATK P&R Plan and RP-2006 annuitant mortality tables projected generationally with an adjusted version of Scale MP-2018 for all other plans except the OATK DB SERP which uses no mortality. These are the same assumptions used for the valuation of benefits in the Company's financial statements.

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•	ERISA 2 is the ERISA Supplemental Program 2. This plan makes participants whole for benefits they lose under the Pension Plan due to certain Internal Revenue Code limits.

•	OATK DB SERP is the Orbital ATK Defined Benefit Supplemental Executive Retirement Plan. This plan provides a supplement pension benefit for certain heritage Orbital ATK executives. In addition, the plan makes participants whole for benefits they lose under the Orbital ATK P&R Plan due to certain Internal Revenue Code limits.

•	OATK P&R Plan is the Orbital ATK Pension and Retirement Plan. This is a tax qualified pension plan covering a broad base of heritage Orbital ATK employees.

•	OSERP is the Officers Supplemental Executive Retirement Program. This plan provides a supplemental pension benefit for certain Company officers.

•	OSERP II is the Officers Supplemental Executive Retirement Program II. This plan provides a pension benefit for certain Company officers.

•	Pension Plan is the Northrop Grumman Pension Plan. This is a tax qualified pension plan covering a broad base of Company employees.

•	S&MS Pension Plan is the Northrop Grumman Space & Mission Systems Salaried Pension Plan (former TRW plan). This is a tax qualified pension plan covering a broad base of Company employees.

•	SRIP is the Northrop Grumman Supplementary Retirement Income Plan (former TRW plan). This plan makes participants whole for benefits they lose under the S&MS Pension Plan due to certain Internal Revenue Code limits.

•

Mr. Bush receives a benefit under a Heritage Formula and a Cash Balance Formula in the Northrop Grumman Retirement Plan, a subplan of the Pension Plan (NGR Subplan). He receives a separate benefit under a Heritage Formula in the S&MS Pension Plan due to his TRW-related service. He ceased to be eligible for future service growth under this plan and the SRIP when he began participating in the NGR Subplan.

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•	Mr. Caylor receives a benefit under a Heritage Formula and a Cash Balance Formula in the S&MS Pension Plan.

•	Mr. Larson does not have a Heritage Formula benefit. He receives benefits from two distinct Cash Balance Formulas: the Old Cash Balance Formula which includes pay-based credits from April 1, 1992 through June 30, 2013 and the New Cash Balance Formula from July 1, 2013. The value of his benefit accrued prior to April 1, 1992 was converted to an opening balance in the Old Cash Balance Formula.

•	Pay credits are a percentage of pay that vary based on an employee's "points" (age plus service) and are credited monthly. The range of percentages applicable to the NEOs on December 31, 2018 was 5.5% – 9.0%.

•	Interest is credited at the 30-year U.S. Treasury bond rate. The December 31, 2018 interest credit rate was 3.04%.

•	Eligible pay is salary plus bonus, as limited by Internal Revenue Code section 401(a)(17).

•	Eligibility for early retirement occurs at age 55 with 10 years of service. Benefits may be reduced if commenced prior to Normal Retirement Age (65).

•	Pay credits are a percentage of pay that vary based on an employee's service. Due to Mr. Larson's service of more than 25 years at June 30, 2013, he was receiving 8.5% of pensionable earnings and an additional 5.5% of earnings in excess of the Social Security Wage Base at that time.

•

Interest is credited at one-twelfth of the average of the one-year Treasury Constant Maturities during the 12 months ending September 30 of the prior calendar year. The minimum annual interest crediting rate is 3.06%. After June 30, 2013, interest credits continue to apply to this benefit. The post-2018 interest credit rate is assumed to be 3.50% (this is consistent with the valuation of the Old Cash Balance benefit in the Company's financial statements).

•	Eligible pay is salary plus bonus, as limited by Internal Revenue Code section 401(a)(17).

•	Eligibility for early retirement occurs at age 55 with five years of service. Benefits may be reduced if commenced prior to Normal Retirement Age (65).

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•	Pay credits are a percentage of pay that vary based on an employee's age plus service and are credited annually at the end of each calendar year or earlier termination. The percentage applicable to Mr. Larson as of December 31, 2018 is 4.0%.

•	Interest is credited at the end of each year at 4.0%. Interest is prorated for commencements during the calendar year.

•	Eligible pay is salary plus bonus, as limited by Internal Revenue Code section 401(a)(17).

•	After termination of employment, a participant's New Cash Balance benefit may be distributed immediately, regardless of age, in a variety of actuarially equivalent monthly annuities or as a lump sum.

(1)	Ms. Warden participates in OSERP II, which mirrors the benefits provided under the Cash Balance Formula, ERISA 2 and OSERP provisions described above.

(2)

Mr. Larson participates in the OATK DB SERP which provides the greater of the Final Average Pay benefit noted above and the Old Cash Balance benefit based on Eligible Pay in excess of the Internal Revenue Code section 401(a)(17) limits. In addition, the OATK DB SERP pays a benefit equal the New Cash Balance formula based on Eligible Pay in excess of the Internal Revenue Code section 401(a)(17) limits.

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•	If Mr. Bush had retired on December 31, 2018, he would have been eligible to receive an estimated total annual pension benefit of $2,466,855 (commencing January 1, 2019) plus a supplemental benefit payable from retirement to age 62 of $5,687.

•	If Mr. Larson had retired on December 31, 2018, he would have been eligible to receive an estimated annual pension from the OATK P&R Plan of $51,064 (commencing January 1, 2019) and a lump sum from the OATK SERP of $2,865,214.

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(1)	NEO contributions in this column are also included in the 2018 Summary Compensation Table on page 53, under the columns entitled "Salary" and "Non-Equity Incentive Plan Compensation."

(2)	Company contributions in this column are included in the 2018 Summary Compensation Table, under the column entitled "All Other Compensation."

(3)	Aggregate earnings in the last fiscal year are not included in the 2018 Summary Compensation Table because they are not above market or preferential.

(4)	NEO and Company contributions in this column may include balances for merged plans. Employee contributions by Mr. Bush, Ms. Warden and Mr. Bedingfield for the years ended December 31, 2018, 2017 and 2016, collectively, previously reported as compensation in the Summary Compensation tables, were as follows:

(5)	Amounts for Mr. Larson represent activity since the Merger Date.

•	Deferred Compensation Plan is the Northrop Grumman Deferred Compensation Plan. In 2010, this plan was closed to new hires and existing participants ceased to be able to make contributions. Before 2011, eligible executives were allowed to defer a portion of their salary and bonus. No Company contributions were made to the plan.

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OATK DC SERP is the Orbital ATK Nonqualified Defined Contribution Supplemental Executive Retirement Plan. This plan provides contribution credits on behalf of certain heritage Orbital ATK executives, including Mr. Larson. Mr. Larson is eligible for an annual match allocation of 4.5% of compensation in excess of the IRS compensation limit, assuming he has made the maximum allowable before-tax or Roth 401(k) contributions to the 401(k) Plan for the calendar year.

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OATK NQ Def Comp is the Orbital ATK Deferred Compensation Plan. The plan allows eligible employees, including Mr. Larson, to defer up to 70% of salary and 100% of cash or equity incentive compensation. The Company may credit to participants' accounts under the plan certain additional amounts relating to matching contributions foregone under the 401(k) Plan due to compensation limits in that plan. The Company may also make additional discretionary contributions to participants' accounts.

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•	Officers Retirement Account Contribution Plan (ORAC) is the Northrop Grumman Officers Retirement Account Contribution Plan. This plan allows eligible executives, including NEOs, to receive a Company contribution of 4% of base salary and bonus.

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Savings Excess Plan (SEP) is the Northrop Grumman Savings Excess Plan. This plan allows eligible employees, including the NEOs, to (i) defer up to 50% of their salary and bonus beyond the compensation limits of the tax qualified plans and receive a Company matching contribution of up to 4% on a maximum of 8% of pay and (ii) receive RAC contributions beyond the compensation limits in the qualified plans.

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•	the Severance Plan;

•	the 2011 Plan and the terms and conditions of equity awards made pursuant to the plan; and

•	the SORMP (Retiree Medical).

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(1)	Similar treatment provided for certain "good reason" terminations, as described in "Key Components of Our Programs - Severance Benefits" found on page 49; however, there would be no termination payment in the event of an involuntary termination for cause.

(2)	The amounts assume full acceleration, which, as discussed above, may not occur to the extent that it would result in an excise tax that decreases the after-tax value of the awards to an NEO.

(3)	Long-term Incentives include grants of RPSRs and RSRs. Results in a benefit under Voluntary Termination only if eligible for retirement treatment under the terms and conditions of the grants.

(4)

Represents SORMP benefits outlined in "Key Components of Our Programs - Retiree Medical Arrangement." Mr. Bush is the only NEO eligible for benefits under this plan due to his date of hire and years of service as an executive. Retiree medical values for Mr. Bush reflect cost associated with disability. If termination results from death, the retiree medical insurance expense would be less than the disability amount indicated.

(5)

Represents the following benefits under the Severance Plan, assuming a termination date of December 31, 2018: (i) cash severance equivalent to one and a half times the sum of the annual base salary and target annual bonus, (ii) continued 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.

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(1)

Audit fees for 2018 and 2017 reflect fees of $15,400,000 and $12,900,000, respectively, for the consolidated financial statement audits and include the audit of internal controls pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. Audit fees for 2018 and 2017 also include $1,834,000 and $1,544,000, respectively, for foreign statutory audits. Fees for foreign statutory audits are reported in the year in which the audits are performed. For example, foreign statutory audit fees reported in 2018 relate to audits of the Company's foreign entities for the fiscal year ended 2017. The remaining 2018 audit fees primarily relate to audit services associated with the Company's acquisition of Orbital ATK, services associated with the Company's adoption of Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), and adoption of ASU 2016-02, Leases (Topic 842), and services associated with the pension accounting method change and Preferability Letter.

(2)

Audit-related fees reflect fees for services that are reasonably related to the performance of the audit or review of the Company's financial statements, including fees related to independent assessment of controls concerning outsourcing activities. Audit-related fees exclude fees that totaled $1,377,000 and $1,423,000 for 2018 and 2017, respectively, related to benefit plan audits which are paid for by the plans.

(3)	Tax-related fees during 2018 and 2017 reflect fees of $507,000 and $637,000, respectively, for services concerning foreign income tax compliance, foreign Value Added Tax compliance and other tax matters.

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•	The company’s human rights due diligence process and indicators used to assess effectiveness;

•	The role of the Board in oversight of human rights risks; and

•	Systems to embed respect for human rights into business decision-making processes for its operations, contracts, and supply chain.

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•	The Company treats employees, suppliers, customers and competitors with dignity and respect. The Company does not tolerate any discrimination in employment based on an individual’s protected status. Northrop Grumman does not tolerate the use of child labor, forced labor, bonded labor, or human trafficking.

•	Northrop Grumman is committed to the highest standards of ethical and business conduct as it relates to the procurement of goods and services. The Company expects suppliers to conduct themselves in a manner consistent with the values set forth in our Standards of Business Conduct.

•	Employees who believe there may have been a violation of this policy should report it through established channels, including to their supervisor, Business Conduct Officer, the Law Department or Human Resources, or the OpenLine.

•	Northrop Grumman will periodically review this policy to determine whether revisions are appropriate.

•	The Company’s commitment to a culture that values and fosters diversity and inclusion.

•	The Company will not tolerate discrimination on the basis of race or ethnicity, color, national origin, ancestry, sex, gender, identity or expression, sexual orientation, marital or parental status, pregnancy or childbirth or related conditions, religion, creed, age, disability, genetic information, veteran status or any other protected status.

•	Reasonable accommodations for qualified persons based on disabilities, religious beliefs and pregnancy/childbirth.

•	A workplace where everyone is treated with dignity and respect.

•	Protecting the privacy of others, including the protection of personal information of our employees, contractors, customers and suppliers.

•	Supporting and enhancing the communities in which our employees live and work, including maintaining outreach programs and partnering with local organizations. The Company does not provide funding or support to organizations that improperly discriminate against others or take positions or actions contrary to our Company values.

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Our policies, practices and procedures reflect a strong commitment to human rights as set forth in the Universal Declaration of Human Rights. The Company does not condone the use of child or forced labor, indentured servitude, human trafficking or other violations of human rights. The Company expects its partners and suppliers to share this commitment and adopt and enforce principles similar to those in our Human Rights Policy.

•	Catalyst Award for Northrop Grumman’s “Building the Best Culture, Leveraging the Power of Women” Initiative;

•	Among Top 50 Companies for Diversity, No. 1 for Veterans and No. 2 for Diversity Councils and People with Disabilities as recognized by DiversityInc;

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•	Among the Best Place to Work for People with Disabilities Employer of the Year: Inspire Award from the Disability Equality Index;

•	Among the Best for Vets Employers by Military Times;

•	Among Best Places to Work for LGBT Equality by the Human Rights Campaign;

•	Among the “Best of the Best” for Top Veteran-Friendly Companies and Top Supplier Diversity Programs by U.S. Veterans Magazine; and

•	Among the 100 Best Corporate Citizens by Corporate Responsibility Magazine.

•	Environmental, Social and Governance Performance Data

•	Anti-Human Trafficking and Slavery Statement

•	Anti-Corruption Compliance

•	Conflicts Minerals Statement

•	Environmental Sustainability

•	Environmental Recognition

•	Global Supplier Diversity Program

•	Supplier Standards of Business Conduct

•	Operation IMPACT

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•	the role of the Board and the responsibilities of the Lead Independent Director and the Chair;

•	the experience of the management team;

•	the particular challenges facing the Company, both at the time and in the near future;

•	the evolving environment in which we operate and the requirements on management and the Board;

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•	the importance of presenting one leadership “face” to our customers; and

•	the importance of promoting a clear, unified strategic vision for the Company, assuring that strategies adopted by the Board are well-positioned for execution by management.

•	approve meeting agendas and information sent to the Board;

•	approve the schedule of Board meetings;

•	call and chair meetings of the independent directors (a regular occurrence at our in-person meetings);

•	interview Board candidates (along with the Chair and the Chair of the Governance Committee) and help ensure a robust succession plan for Board committees and Board composition;

•	preside at all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors;

•	serve as a liaison between the Chair and the independent directors; and

•	meet with major shareholders, as requested. Any shareholder is able to communicate directly with the Lead Independent Director as described on page 24 of this Proxy Statement and on the Company’s website.

•	serves as a significant advisor to the Chair, providing guidance and direction to the Chair on a range of significant matters, including strategy, CEO succession, Board succession, shareholder communications and the content/nature of Board meetings;

•	has discussions on a regular basis with the Chair between Board meetings;

•	supports and facilitates engagement between the CEO/senior management and independent directors; and

•	chairs an executive session of independent directors at Board meetings.

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•	not later than November 30, 2019, if the proposal is submitted for inclusion in the Company's proxy materials for that meeting pursuant to Rule 14a-8 under the Exchange Act; and

•

not earlier than November 30, 2019 and not later than December 30, 2019, if the proposal is submitted pursuant to the Bylaws, but not pursuant to Rule 14a-8, in which case we are not required to include the proposal in our proxy materials. If the 2020 Annual Meeting is convened more than 30 days prior to or delayed by more than 30 days after the one-year anniversary of the Annual Meeting, our Bylaws provide different notice requirements.

•	not earlier than October 31, 2019 and not later than November 30, 2019, if the nomination is submitted for inclusion in the Company's proxy materials for that meeting pursuant to the Company's proxy access provision, as set forth in our Bylaws, which nomination and supporting materials must comply with the requirements in our Bylaws; and

•

not earlier than November 30, 2019 and not later than December 30, 2019, if the nomination is submitted pursuant to the Bylaws, but not pursuant to our proxy access provision, in which case we are not required to include the nomination in our proxy materials. If the 2020 Annual Meeting is convened more than 30 days prior to or delayed by more than 30 days after the one-year anniversary of the Annual Meeting, our Bylaws provide different notice requirements.

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•	Bylaws;

•	Principles of Corporate Governance;

•	Standards of Business Conduct;

•	Policy and Procedure Regarding Company Transactions with Related Persons; and

•	Board Committee Charters.

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1.	Election of the following 13 nominees as Directors:

2.	Proposal to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers.

3.	Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s Independent Auditor for fiscal year ending December 31, 2019.

4.	Shareholder proposal to provide for a report on management systems and processes for implementing the Company’s human rights policy.

5.	Shareholder proposal to provide for an independent chair.