CORPORATE RESPONSIBILITY REPORT

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1 2013 CORPORATE RESPONSIBILITY REPORT

2 OUR VALUES We, the women nd men of NORTHROP GRUMMAN, re guided by the following Vlues. They describe our compny s we wnt it to be. We wnt our decisions nd ctions to demonstrte these Vlues. We believe tht putting our vlues into prctice cretes long-term benefits for shreholders, customers, employees, suppliers, nd the communities we serve. We tke responsibility for QUALITY. Our products nd services will be best-in-clss in terms of vlue received for dollrs pid. We will deliver excellence, strive for continuous improvement, nd respond vigorously to chnge. Ech of us is responsible for the qulity of whtever we do. We deliver CUSTOMER stisfction. We re dedicted to stisfying our customers. We believe in respecting our customers, listening to their requests nd understnding their expecttions. We strive to exceed their expecttions in ffordbility, qulity nd on-time delivery. We provide LEADERSHIP s compny nd s individuls. Northrop Grummn s ledership is founded on tlented employees effectively pplying dvnced technology, innovtive mnufcturing, nd sound business mngement. We dd more vlue t lower cost with fster response. We ech led through our competence, cretivity, nd temwork. We ct with INTEGRITY in ll we do. We re ech personlly ccountble for the highest stndrds of behvior, including honesty nd firness in ll spects of our work. We fulfill our commitments s responsible citizens nd employees. We consistently tret customers nd compny resources with the respect they deserve. We vlue Northrop Grummn PEOPLE. We tret one nother with respect nd tke pride in the significnt contributions tht come from the diversity of individuls nd ides. Our continued success requires us to provide the eduction nd development needed to help our people grow. We re committed to openness nd trust in ll reltionships. We regrd our SUPPLIERS s essentil tem members. We owe our suppliers the sme type of respect we show to our customers. Our suppliers deserve fir nd equitble tretment, cler greements, nd honest feedbck on performnce. We consider our suppliers needs in conducting ll spects of our business.

3 TABLE OF CONTENTS OUR COMPANY Our Business Our Ethics Our Governnce OUR OPERATIONS IN FOCUS Diversity nd Inclusion Supplier Responsibility nd Diversity Environmentl, Helth, nd Sfety OUR COMMUNITY INVESTMENT Eduction Volunteerism Disster Relief Militry nd Veterns GRI CONTENT INDEX

4 INTRODUCTION The Vlue of Performnce Begins with Responsibility We published our first Northrop Grummn Corporte Responsibility Report in 2008, which highlighted our environmentl nd socil performnce in Our reporting continues to focus on the environmentl nd socil responsibilities criticl to our key stkeholders including shreholders, customers, employees, locl communities, governments, prtners, nd suppliers. We report consistent with the Globl Reporting Inititive (GRI), third-prty orgniztion tht hs developed widely used environmentl, socil, nd governnce reporting frmework. To enhnce technicl qulity, credibility, nd relevnce of our reporting, the GRI reporting frmework is developed through consensus-seeking process with prticipnts drwn globlly from business, civil society, lbor, nd professionl institutions. This is nother step in our ongoing effort to improve trnsprency nd ccountbility in ll we do. This report will be submitted for GRI Level Check, which evlutes the extent to which the GRI guidelines re met in the report. Further, for the third consecutive yer, we ssembled nd engged n independent Externl Review Pnel to provide feedbck nd dvice from stkeholder perspective. This report reflects feedbck received from the pnel on our 2012 Corporte Responsibility Report.

5 INTRODUCTION I m very proud of our employees, who re reflecting the compny s vlues through their ctions every dy. As this report detils, Northrop Grummn continues to mke significnt positive impcts in the communities where we live nd work. Wes Bush, Chirmn, Chief Executive Officer, nd President Northrop Grummn Corportion We t Northrop Grummn re committed to be top-performing compny for our customers, shreholders, nd employees. It is our objective to sustin top performnce over the long term. To chieve tht objective, we believe tht our compny must operte on foundtion of strong vlues tht includes: A stedfst commitment to ethics, integrity, nd complince Effective corporte governnce nd ledership A diverse nd highly engged workforce operting in sfe nd inclusive environment Dediction to qulity nd customer stisfction Effective prtnership with suppliers nd other business prtners Conducting our opertions in n environmentlly sustinble mnner Effective corporte citizenship progrms to dvnce eduction, support militry service members nd their fmilies, nd prtner with the community leders nd groups where our employees live nd work. Our commitment t Northrop Grummn to ethicl behvior remins stedfst. Our ethics progrm goes beyond complince with lws nd regultions, focusing on instilling nd communicting our compny vlues to mngement nd employees to promote the highest ethicl stndrds in ll tht we do. Our compny ledership s role is essentil. One exmple of our ledership tem s focus on ethics ws demonstrted during our 2013 Ethics Awreness Week where our senior leders cross the compny prticipted in events to spek directly with employees bout the importnce of ethics. Ech yer we exmine our corporte governnce to ensure we re meeting our commitment to shreholders nd other stkeholders, updting policies where we see greter trnsprency is desirble. While we hve lwys operted our compny in mnner respectful of humn rights, in 2013 we formlized our commitment by dopting humn rights policy tht requires treting employees, suppliers, customers, nd competitors with dignity nd respect. Sustining our performnce t high levels is not possible without diverse workplce tht embrces inclusion. We re very proud of the gret work of our employee resource groups consisting of more thn 14,000 employees cross the enterprise. In 2013, we dopted severl new diversity nd inclusion inititives nd enhnced existing inititives, including incresing support for veterns, disbled employees, nd our lesbin/gy/ bisexul/trnsgender (LGBT) collegues. We gretly vlue our 9,500 suppliers for their significnt contributions to our success. Through our Smll Business Innovtion Reserch progrm nd other socio-economic business progrms, we mentor nd prtner with smll firms to help them develop nd contribute to gme-chnging technology solutions for our customers. Employee sfety nd environmentl sustinbility re vitl to our performnce nd we re committed to improving our performnce in these res. Lst yer we chieved our greenhouse gs reduction gol two yers hed of pln nd were recognized s leder in this re by CDP (formerly the Crbon Disclosure Project). Mintining employee sfety is prmount to our mission nd opertions, nd it continues to be prt of our incentive performnce metrics. In corporte citizenship, we continued to support science, technology, engineering, nd mth progrms for students from grde school through college, nd to ssist veterns, service members, nd their fmilies. We sponsor, with the Air Force Assocition, the CyberPtriot progrm to excite high school students bout creers in cybersecurity. Every yer, this progrm hs expnded in populrity nd prticiption. We lso initited new effort in 2013 to id homeless nd low-income veterns. As we continue to increse our globl presence, we hve expnded our interntionl corporte citizenship strtegy, ensuring tht our commitment to the communities in which we work nd live extends with our new globl business ventures. I m very proud of our employees, who re reflecting the Compny s vlues through their ctions every dy. As this report detils, Northrop Grummn continues to mke significnt positive impcts in the communities where we live nd work while sustining our opertionl performnce nd delivering high-qulity, innovtive, nd ffordble solutions to our customers. Just s noteworthy, the report identifies our opportunities for improvement, which we intend to ddress proctively. As tem dedicted to top performnce, we re lwys focused on improving. Thnk you for your interest in our compny nd our commitment to corporte responsibility. Wes Bush, Chirmn, CEO, nd President

6 OUR COMPANY OUR BUSINESS Who We Are Northrop Grummn is publicly trded compny hedqurtered in Flls Church, Virgini. We employ pproximtely 65,000 people. Our stock is listed on the New York Stock Exchnge under the symbol NOC. We re leding globl security compny providing innovtive systems, products, nd solutions in unmnned systems; cyber, Commnd, Control, Communictions, Computers, Intelligence, Surveillnce nd Reconnissnce (C4ISR); nd logistics nd moderniztion to government nd commercil customers worldwide. We pply our core competencies nd innovtive cpbilities to ddress the diverse nd complex issues fcing our customers, including the defense of our ntion nd llies, cybersecurity, homelnd security, expnding the scientific frontiers of spce, environmentl nd climte chnge, nd lrge-scle civil informtion systems tht enhnce government services. As prime contrctor, principl subcontrctor, prtner, or preferred supplier, we prticipte in mny high-priority ntionl security technology progrms in the United Sttes nd cross the globe. We conduct most of our business with the U.S. federl government, principlly the Deprtment of Defense (DoD) nd intelligence community. We lso conduct business with locl, stte, nd interntionl governments, nd domestic nd interntionl commercil customers. Revenue from government contrcts, which excludes non-u.s. militry sles, ccounted for 89 percent in 2011, 88 percent in 2012, nd 86 percent in 2013 of totl compny revenues. A key element of Northrop Grummn s growth strtegy is our commitment to the interntionl mrketplce. We hve rnge of industry-leding cpbilities vilble for interntionl mrkets, nd we sell products nd services to customers in 25 ntions. Northrop Grummn hs well-estblished globl presence outside the United Sttes, nd we mintin n extensive network of regionl offices nd locl businesses serving customers in key mrkets in Europe, the Middle Est, nd Asi Pcific regions. 2

7 OUR COMPANY 2013 Highlights Delivering solutions: In 2013, we generted $24.7 billion in sles. Risks nd opportunities: One of the biggest chllenges the compny fced in 2013 ws the uncertinty surrrounding the federl budget nd funding for our products nd services. While budgets were tighter, our customers responsibilities hve not been reduced. They continue to count on Northrop Grummn to be both innovtive nd more ffordble in providing products nd services. As the demnds on customers increse, we re tking the ctions necessry to ensure we re best prepred to continue to serve our customers needs well. Our focus on delivering top performnce, ensuring the highest level of qulity, mintining close communiction with our customers, nd pplying innovtive pproches to deliver more ffordble products nd services, while mintining our commitment to ethics nd integrity, contributes to our customers bility to ddress their globl security missions. We hve four operting sectors: AEROSPACE SYSTEMS: A leder in the design, development, integrtion, nd production of mnned ircrft, unmnned systems, spcecrft, high-energy lser systems, microelectronics, nd other systems nd subsystems. Our Aerospce Systems customers, primrily U.S. government gencies, use these systems in mission res including intelligence, surveillnce nd reconnissnce (ISR), communictions, bttle mngement, strike opertions, electronic wrfre, erth observtion, stellite communictions, spce science, nd spce explortion. NORTHROP GRUMMAN SNAPSHOT Number of employees: Approximtely 65,000 Sles: 2013: $24.7 billion 2012: $25.2 billion Operting mrgin rte: 2013: 12.7% 2012: 12.4% Net ernings: 2013: $2.0 billion 2012: $2.0 billion Diluted ernings per shre: 2013: $ : $7.81 ELECTRONIC SYSTEMS: A leder in the design, development, mnufcture, nd support of solutions for sensing, understnding, nticipting, nd controlling the operting environment for our globl militry, civil, nd commercil customers. Through Electronic Systems, we provide vriety of defense electronics nd systems, irborne fire control rdrs, situtionl wreness systems, erly wrning systems, irspce mngement systems, nvigtion systems, communictions systems, mrine power nd propulsion systems, spce systems, nd logistics services. INFORMATION SYSTEMS: A leding globl provider of dvnced solutions for the Deprtment of Defense, ntionl intelligence, federl civilin nd stte gencies, commercil, nd interntionl customers. Products nd services focus on the fields 3

8 OUR COMPANY 4 of commnd nd control (C2), communictions, cybersecurity, ir nd missile defense, intelligence processing, civil security, helth informtion technology, government support systems, nd systems engineering nd integrtion. TECHNICAL SERVICES: A leder in innovtive nd ffordble logistics, moderniztion, nd sustinment support. Through Technicl Services, we lso provide n rry of other dvnced technology nd engineering services, including spce, missile defense, nucler security, trining, nd simultion. Customers At Northrop Grummn, we re ccountble to our customers. We tke very seriously our commitment to globl security nd the tremendous responsibilities inherent in tht duty. We recognize tht the work we do mtters to our world tody nd in the future. We embrce our prtnership with U.S. nd llied defense nd security leders to provide high-qulity, ffordble products nd systems through robust mission-ssurnce process tht emphsizes our compny-wide focus on qulity, innovtion, nd superior progrm performnce Mjor Gols We work ech dy to serve our customers, nd we work proctively with our business prtners to be good citizens in the communities where we work nd live. To demonstrte our commitment to perform responsibly, we highlight below our mjor Corporte Responsibility Report s Gols for 2013 nd our performnce reltive to those gols. GOAL Provide high-qulity, innovtive, nd ffordble products nd systems in support of the U.S. militry nd our llies in their missions to operte successfully nywhere on the globe. This involves confronting irregulr wrfre including terrorism nd ddressing globl security chllenges, with focus in the following primry ctegories: Unmnned Systems Cyber Commnd, Control, Communictions, Computers, Intelligence, Surveillnce nd Reconnissnce (C4ISR) Logistics nd Moderniztion 2013 PERFORMANCE Our tem continues to deliver outstnding products nd services to our customers nd finncil performnce results for our shreholders. We re consistently working to improve our performnce in everything we do. We strive to be the top-performing compny in our industry, providing our customers with unique cpbilities to continue to pursue their missions ffordbly. GOAL In our worldwide opertions, focus on doing business consistent with our vlues nd commitment to sustinbility. Incorporte socil responsibility nd customer support into decision-mking, including in the products we develop nd mnufcture, nd the services we provide within the mrket. PERFORMANCE We currently do not mnufcture or develop ntipersonnel mines, cluster munitions, depleted urnium munitions, chemicl, or biologicl wepons. Qulity GOAL Ensure mission success for our customers, strong performnce for our shreholders, nd sustined focus on performnce improvement. PERFORMANCE In 2013, we mintined our focus on qulity s one of our key strtegic priorities to ensure strong performnce outcomes for our customers nd improved vlue for our shreholders. We continued using qulity mesures compny-wide tht reflect the performnce of our key progrms ginst qulity expecttions cross the progrm life cycle, including engineering, mnufcturing, nd supply chin. We recognize tht holistic view of our qulity performnce, engging ll key stkeholders, drives successful performnce outcomes for our customers. To identify nd prioritize res for continuous qulity improvement, we implemented rigorous self-ssessment process t both the business-unit nd corporte level. We lso trgeted qulity improvement inititives to enhnce the vlue we deliver to our customers. We continue to promote the reltionship between the work of our individul employees nd the success of our customers criticl missions. This is criticl to sustined performnce improvement nd ffordble globl security solutions. We do this in prt by instilling in our employees the concept tht Qulity is Personl. From there, we encourge our employees to identify qulity issues in their work nd strive continuously to improve in those res. From time to time, s do ll compnies, we experience isolted, progrm-specific qulity issues tht do not meet the performnce expecttions of Northrop Grummn or our customers. To minimize the potentil for qulity issues, we focus on: Improving the connection between the work of the individul nd qulity outcomes for our customers Using robust root-cuse ssessment process

9 OUR COMPANY Instilling focus on qulity erly in progrm life cycle to help void qulity issues s progrms mture Prtnering with our suppliers to ensure cler understnding of qulity expecttions nd speedy identifiction nd resolution of qulity problems OUR ETHICS Top Performnce through Ethics, Integrity, nd Complince At Northrop Grummn, we strive to deliver qulity products nd services, never losing sight of our commitment to ethics, integrity, nd complince. We hve comprehensive vlues-bsed culture tht promotes strong focus on ethics t every level throughout the compny. Internlly, through regulr communictions, we set high expecttions for ethicl conduct for ll our employees. We lso sty pprised of regultory chnges nd leding-edge ethicl considertions, nd deploy focused nd timely trining to our employees on criticl ethics nd complince obligtions. We continully reinforce our belief tht ethics nd integrity re integrl to ll we do. Key Elements of Our Ethics nd Complince Progrm Include: Ongoing trining nd communiction Comprehensive complince policies nd procedures Business conduct officers OpenLine Strong enforcement of our policy ginst retlition 2013 Highlights Re-orgnized the ethics deprtment to ensure common processes Focused on our globl progrms including ppointing mnger of globl integrity Lunched Culture Committee to look for common trends cross functionl res nd estblish ctions throughout the compny Rolled out Ethics Awreness Week cross the compny, with more thn 60 executive leders chmpioning more thn 80 events to promote ethics wreness t 70 loctions cross the compny 2013 Mjor Gols GOAL Mintin n effective nd well-functioning ethics progrm. PERFORMANCE We conducted n internl review of our ethics progrm during 2013 nd confirmed tht it ws effective nd well-fuctioning. GOAL Trin 100 percent of our employee popultion on ethics nd complince topics. PERFORMANCE Globlly, more thn 99 percent of Northrop Grummn employees completed our 2013 ethics nd complince trining. We conduct vrious risk ssessments throughout the yer relted to our ethics nd complince progrms, which helps us provide our employees with complince trining tilored to the risks of their respective roles. Our complince trining spns wide rnge of substntive res. In 2013, our employees received ethics nd complince trining through in-person sessions, computerbsed tutorils, nd printed mteril. Trining in 2013 included progrms trgeted to employee job responsibilities in the following criticl res: During 2013, Northrop Grummn employees received ongoing ethics communictions from mngers nd compny leders, including messges from Chirmn, CEO nd President Wes Bush highlighting our 2013 theme, Ethics: The Foundtion of Performnce. Globl Trde Complince Informtion Security Insider Trding Protecting Personl Informtion Preventing Workplce Violence Socil Medi Employees lso received The High Rod, compnywide ethics newsletter feturing rticles bout the Northrop Grummn OpenLine, business courtesies, secondry employment, retlition, nd humn trfficking. The newsletter lso reports nd highlights our OpenLine sttistics nd spects of corrective ctions to provide trnsprency to our employees. 5

10 OUR COMPANY Business Conduct Officers To support our high ethicl stndrds, we use Business Conduct Officer (BCO) network. As of 2013, our BCO network consisted of pproximtely 125 full-time nd prt-time BCOs round the globe promoting ethics, nswering mngement nd employee questions, nd elevting the ethics progrm t the site level. Throughout the yer, these officers conduct meet-nd-greet events to rise the wreness of the ethics progrm. We encourge our employees to prticipte in vriety of onsite nd online ethics wreness ctivities nd contests to ensure our vlues re n integrl prt of our everydy behvior nd culture. Reporting Structure The ethics office, led by the vice president of globl corporte responsibility, reports qurterly to the Audit Committee of the Bord of Directors nd nnully to the Policy Committee of the Bord of Directors. To ensure the pproprite tone from the top, the corporte responsibility reporting chin includes the highest level of mngement of our compny: CHIEF EXECUTIVE OFFICER p VICE PRESIDENT OF GLOBAL CORPORATE RESPONSIBILITY p CORPORATE DIRECTOR OF ETHICS AND BUSINESS CONDUCT p SECTOR DIRECTORS OF ETHICS AND BUSINESS CONDUCT p BUSINESS CONDUCT OFFICERS (pproximtely 125 full- nd prt-time employees positioned throughout the compny) We orgnize workshops for both our U.S. nd interntionl BCOs. These workshops include shring best prctices, progrm updtes, complince nd skill trining, nd networking. We hold monthly webinr series to ensure our BCOs re knowledgeble of the ltest developments on key topics such s qulity, business courtesies, root cuse nlysis of ethics nd complince issues, nd nti-corruption. EMPLOYEE RESOURCES: 2013 OPENLINE CONTACTS WHAT: Employees nd third prties cn seek guidnce on ethics questions nd report suspected violtions of lws, regultions, or compny policy by contcting, mong others, BCO, emiling or clling the ethics office, submitting web report, or clling our toll-free OpenLine. OpenLine is dministered by third-prty service provider to permit nonymous, 24/7 reporting. In ddition, n online reporting system is vilble to employees long with OpenLine phone numbers in Europe nd Asi. HOW: The OpenLine system llows us to trck clls by totl number nd type of contcts, by sector, by llegtions (with nd without merit), nd by disciplinry ction rendered. Reports nd metrics provide trending dt to help us trget trining nd communictions to employees to strengthen ethics. We publish ongoing results in our The High Rod newsletter. RESULT: We hd totl of 2,332 OpenLine contcts in 2013, including 1,087 questions on policies nd procedures, nd 1,245 rising potentil complince nd ethics concerns. We took vrious disciplinry ctions including termintion of 60 employees for their ethicl nd business conduct violtions. The mjority of the termintions were due to inccurte time reporting; however, we lso hd few termintions due to filure to comply with qulity/mnufcturing requirements nd misuse of compny resources. This dt is limited to reports of llegtions nd concerns mde through our OpenLine process OPENLINE CONTACTS Inquiries Allegtions 53% Almost hlf of contcts re chrcterized s inquiries. 47% Compred Dt /- from 2012 INQUIRIES 1,097 1,148 1,087-5% ALLEGATIONS 1,250 1,231 1,234 0% TOTAL 2,347 2,379 2,332-2% 6

11 Commitment OUR COMPANY We re fully committed to complying with pplicble nti-corruption lws in every country in which we operte. We mintin zero tolernce for corruption. At Northrop Grummn, we regulrly evlute the bredth nd strength of our internl nti-corruption progrm. We ssess our progrm nd performnce ginst stndrds nd benchmrks set by the U.S. government in Foreign Corrupt Prctices Act (FCPA) settlement ctions, the U.S. Federl Sentencing Commission, the Orgniztion for Economic Coopertion nd Development, nd the U.K. Ministry of Justice, mong others. Our compny stndrds cover wide vriety of governnce mtters including internl policies nd procedures; business risk ssessments; business courtesy restrictions; due diligence of subcontrctors, suppliers, nd prtners; trining nd communiction; interntionl controls enforcement, nd continul process improvement. A Step Above Abiding by the pplicble nti-corruption lws of the countries in which we operte, nd dhering to internl policies nd procedures, is only strting point. We continue to work to promote culture of ethicl behvior tht further reduces the risk of corrupt behvior. Strong Foundtion We re ctive leders nd supporters of numerous inititives nd orgniztions with the primry purpose of elevting good corporte governnce including: DEFENSE INDUSTRY INITIATIVE (DII) ON BUSINESS ETHICS AND CONDUCT INTERNATIONAL FORUM FOR BUSINESS ETHICAL CONDUCT (IFBEC) TRACE INTERNATIONAL TRANSPARENCY INTERNATIONAL (USA) Wes Bush, chirmn, CEO, nd president, prticipted in CEO pnel t the 2013 Defense Industry Inititive Best Prctices Forum, where he discussed the importnce of ethics nd integrity to n udience of more thn 400 ethics professionls from the defense industry. ENSURING COMPLIANCE: POLICIES, PROCEDURES, AND PRACTICE We prohibit nyone conducting business on behlf of Northrop Grummn, including directors, officers, employees, consultnts, representtives, distributors, suppliers, nd other third prties, from offering or mking ny improper pyments of money or nything of vlue to ny of our business ssocites including government officils, politicl prties, prty officils, cndidtes for public office, nd commercil suppliers nd customers. We mintin robust complince progrm tht includes n internl system of reviews nd pprovls governing the retention of third prties tht support the compny s business opertions. We prohibit fcilitting pyments such s those mde to expedite or secure performnce of routine governmentl ction such s obtining vis or customs clernce, except in cses where there is n imminent thret to n individul s life, helth, or sfety. We trin our employees to void situtions tht would result in, or give the ppernce of, conflict between personl interests nd the interests of the compny. Employees re required to complete n nnul conflict of interest disclosure form to ensure job performnce is not improperly influenced by outside fctors. This report uses Globl Reporting Inititive (GRI) Performnce Indictors such s these to trck nd monitor performnce. For full listing, see GRI Content Index on pge 40. 7

12 OUR COMPANY OUR GOVERNANCE The Bord of Directors hs dopted Principles of Corporte Governnce tht lign with nd reinforce our vlues nd strong commitment to ethics nd integrity. Our commitment ensures tht integrity is t the center of ll our ctions, from our Bord of Directors nd compny leders to ech employee on the line. You cn find these principles in their entirety on our compny website t They lso re vilble in print to shreholders by request Mjor Gols GOAL Foster the long-term success of the compny nd promote the interests of stockholders through best-in-clss corporte governnce. PERFORMANCE The Bord s commitment to its shreholders is evident in the re of corporte responsibility. We nnully provide n overview of our corporte governnce policies nd procedures in our proxy sttement, which is vilble to shreholders. Our Principles of Corporte Governnce reflect our compny vlues nd provide for effective nd responsible business prctices. These principles, long with our Certificte of Incorportion nd Bylws nd chrters of the vrious committees of the Bord, provide n overll frmework for the compny s governnce. The dy-to-dy business nd ffirs of the compny re conducted by our officers nd employees under the direction of Chirmn, CEO, nd President Wes Bush with oversight by the Bord. All Bord members re expected to ct with integrity nd to mintin high ethicl stndrds t ll times. The compny s Stndrds of Business Conduct pply to ll directors. One of the independent Bord members hs been designted s the led independent director. In tht role, the led independent director presides t meetings of the Bord t which the chirmn of the Bord is not present, including executive sessions of the independent directors. The led independent director pproves the Bord clendr nd meeting gends, interviews cndidtes for the Bord, nd hs uthority to cll meetings of the independent directors. Ech yer the full Bord nd Bord committees conduct n ssessment of their performnce. The led independent director lso tlks with ech director on n individul bsis to ssess director performnce. We ct with INTEGRITY in ll we do. We re ech personlly ccountble for the highest stndrds of behvior, including honesty nd firness in ll spects of our work. Governnce Overview The Bord periodiclly reviews the Principles of Corporte Governnce to determine whether they should be modified in response to chnged circumstnces or legl or other requirements. Over the yers, the Bord hs modified these principles nd will continue to do so s pproprite to dvnce the interests of the compny s shreholders. Cndidtes for service on the Bord re crefully evluted on the bsis of severl fctors, including personl nd professionl integrity, eduction, professionl bckground, experience, willingness to pply for nd retin top-secret security clernce, nd bility to contribute to the compny s objectives. Although the Bord does not hve forml policy regrding the diversity stndrds to be considered when evluting director cndidtes, its objective is to foster diversity including of thought, experience, nd contribution mong our directors. 8

13 GRI S02-S08 STANDARDS OF BUSINESS CONDUCT In the United Sttes nd Asi we hve n OpenLine operted by n independent third prty tht is vilble 24 hours dy, seven dys week. We investigte llegtions of violtions of lw or compny policy nd, when llegtions hve merit, dminister pproprite discipline including termintion. We hve lwys hd strong commitment to humn rights, which is reflected in our business prctices. In the lst yer, we dopted forml Humn Rights policy tht highlights our commitment to tret employees, suppliers, customers, nd competitors with dignity nd respect nd not tolerte discrimintion, hrssment, or retlition. Additionlly the policy covers freedom of ssocition, fir working conditions, ethicl procurement prctices, helth nd sfety of employees nd business ssocites, protection of the environment, nd the wellbeing of our communities. When we prticipte in the politicl process t the federl, stte, nd locl level in the United Sttes, we do so consistent with ll legl requirements. We provide informtion regrding federl politicl contributions mde by the Employees of Northrop Grummn Politicl Action Committee (ENGPAC), our policy regrding independent politicl expenditures, nd our trde ssocition memberships on the Northrop Grummn website, where informtion is quickly nd esily ccessible to our shreholders nd the public. As reported on the Northrop Grummn website, the ENGPAC contributed $2,139,250 to federl elections in clendr yer 2013 nd supported 311 cndidtes either through their re-election cmpign, Ledership PAC, or both. All of ENGPAC s contributions to politicl prties, politicl cndidtes, nd relted institutions were mde within the United Sttes. We disclose mteril litigtion, investigtions, nd penlties for noncomplince with lws nd regultions s pproprite in our public filings. This report uses Globl Reporting Inititive (GRI) Performnce Indictors such s these to trck nd monitor performnce. For full listing, see GRI Content Index on pge 40. CONTACT US Interested prties my communicte with ny of our directors by writing to them: c/o Secretry of the Corportion 2980 Firview Prk Drive Flls Church, VA

14 OUR COMPANY Bord of Directors 2013 In September 2013, the Bord elected Willim Hernndez to the Bord of Directors, which incresed the Bord to 13 members. As of Dec. 31, 2013, 12 of the 13 Bord members were independent, non-employee directors. As of Dec. 31, 2013, 31 percent of the Northrop Grummn Bord is mde up of women nd people of color. The directors re: Wes Bush Chirmn, Chief Executive Officer, nd President, Northrop Grummn Victor H. Fzio Senior Advisor, Akin Gump Struss Huer & Feld LLP Former Member of Congress Donld E. Felsinger Led Independent Director, Northrop Grummn, Former Chirmn nd Chief Executive Officer, Sempr Energy Stephen E. Frnk Former Chirmn, President nd Chief Executive Officer, Southern Cliforni Edison Auln L. Peters Former Prtner, Gibson, Dunn & Crutcher Gry Roughed Admirl, United Sttes Nvy (Ret.) nd Former Chief of Nvl Opertions Thoms M. Schoewe Former Executive Vice President nd Chief Finncil Officer, Wl-Mrt Stores, Inc. Kevin W. Shrer Senior Lecturer t Hrvrd Business School Former Chirmn nd Chief Executive Officer, Amgen Bruce S. Gordon Former President nd CEO, NAACP nd Former President, Retil Mrkets Group, Verizon Communictions Willim H. Hernndez Former Senior Vice President nd Chief Finncil Officer, PPG Industries, Inc. Mdeleine A. Kleiner Former Executive Vice President nd Generl Counsel, Hilton Hotels Corportion Krl J. Krpek Former President nd Chief Operting Officer, United Technologies Corportion Richrd B. Myers Generl, United Sttes Air Force (Ret.) nd Former Chirmn of the Joint Chiefs of Stff DIRECTOR INDEPENDENCE: The Bord hs estblished n objective tht t lest 75 percent of the directors be independent directors s defined by the NYSE rules nd the compny s principles of corporte governnce. As of Dec. 31, 2013, the Bord of Directors is pproximtely 92 percent independent. BOARD PROTOCOL: The Bord of Directors hs pproved Principles of Corporte Governnce, which re ligned with nd support the compny s vlues. The Bord of Directors reviews the governnce principles nd seeks wys to enhnce the principles bsed on evolving circumstnces. The Principles of Corporte Governnce were revised on My 15, 2013, nd re posted on Northrop Grummn s website. This report uses Globl Reporting Inititive (GRI) Performnce Indictors such s these to trck nd monitor performnce. For full listing,see GRI Content Index on pge

15 OUR COMPANY OUR OPERATIONS IN FOCUS DIVERSITY AND INCLUSION At Northrop Grummn, we believe tht creting workplce tht fosters To tht end, we continue to develop ffilitions with vrious diversity diversity nd inclusion is pivotl to innovtion, improving productivity, orgniztions including the Ntionl Society of Blck Engineers, Society of enhncing enggement, nd boosting profitbility. Among our more thn Hispnic Professionl Engineers, Society of Women Engineers, Americn 65,000 employees, our gol is to chieve tlent bse of individuls whose Indin Science nd Engineering Society, nd other diversity-bsed professionl bckgrounds, chrcteristics, nd perspectives re s diverse s the globl ssocitions including those for people with disbilities, veterns, nd lesbin/ communities in which we work nd reside. Our collective diversity culture, gy/bisexul/trnsgender (LGBT) individuls. We continue to recruit tlented bckground, experience, thoughts, ides, nd work styles llows us to individuls through our reltionships with leding eductionl institutions nd design, build, nd provide some of the most sophisticted products nd ssocitions. Through these reltionships, we hire college grdutes who reflect services in our industry nd for our customers. the diversity of college nd university students ntionlly. Hlf of our college Our employees re our gretest ssets. Every success t Northrop Grummn new hires in the pst four yers hve been women or people of color. is the direct result of n mzing group of people. Our Globl Diversity nd Inclusion orgniztion is committed to enhncing tht foundtion of excellence, driving wreness of the vlue of inclusion nd promoting the integrl role of every individul. We demonstrte our commitment to the future through internl prtnerships designed to build pipeline of tlent, from entry-level to executive ledership. 11

16 OUR OPERATIONS 2013 Highlights Diversity, Inclusion, nd Enggement Our second Employee Resource Group Summit nd Diversity nd Inclusion Ledership Conference ws held in September in Chntilly, Virgini. This yer s theme of Diversity, Inclusion nd Enggement: Our Pth to Innovtion provided more thn 200 employees n opportunity to her from ntionlly known experts bout how to increse nd develop memberships in employee resource groups nd expnd on best prctices cross the orgniztion. Employee Resource Groups Shine Bright Our employee resource groups re committed to providing their members the opportunity to develop nd build ledership skills, rise wreness, educte others, nd give bck to the communities in which we work nd live. Ech yer, the vrious employee resource groups celebrte nd provide culturl wreness in the form of heritge month events. With more thn 11 events cross the country, they highlight vrious cultures nd popultions including Ntive Americns, veterns, nd disbled employees. At these heritge events, we provide support through employee resource group ctivities, compny-wide webcsts, nd live udience opportunities. One of our employee resource groups, PrIDA, our LGBT nd llies group, ws instrumentl in improving the effectiveness of compny policies nd enhncing our diversity nd inclusion efforts by ssisting with new progrm tht llows employees to voluntrily nd confidentilly self-identify s member of this popultion. Professionl development of members is prt of the mission of ech employee resource group. To tht end, we creted Professionl Development Series, which provides employee-designed nd led sessions tht ssist prticipnts with exploring creer skills. These include criticl thinking, executive presence, nd functionl nd domin competencies SNAPSHOT: EMPLOYEE RESOURCE GROUPS In 2013, more thn 14,000 Northrop Grummn employees engged in 14 Employee Resource Groups in 173 chpters cross the compny, including those representing Africn Americns, Asin Pcific Islnders, Hispnics, Ntive Americns, women, people with disbilities, veterns, LGBT employees, young professionls, prents, genertions, nd environmentlists. All employees re welcome to join ny groups of their choosing. The mission: To ssimilte nd develop employees, by creting sense of belonging, s well s inviting employees to bring their whole self to work, creting more innovtive nd productive workforce. By providing development opportunities, leding community outrech efforts nd contributing to solving tody s business problems, employees feel more engged nd vlued by their peers nd mngers. An executive sponsor chmpions ech group by providing dvice nd guidnce to members. Employees get the opportunity to work longside executives tht provide visibility, ledership, nd professionl development opportunities. Our people with disbilities nd veterns groups hve been instrumentl in ssisting Northrop Grummn to prepre for new governmentl regultions on the hiring, employment, nd retention of individuls from these popultions. The development of trining progrms for mngers nd employees like encourges eduction nd wreness. 12

17 OUR OPERATIONS IN FOCUS OUR DIVERSITY COMMITMENT DATA AS OF AUGUST 2013 JOB CATEGORY TOTAL % MEN % WOMEN % WHITE % BLACK/ AFRICAN AMERICAN % HISPANIC/ LATINO % ASIAN % OTHER Exec/Senior Level Officils nd Mngers % 25.48% 85.10% 5.29% 2.88% 5.77%.96% First/Mid Level Officils nd Mngers 10, % 22.86% 81.05% 5.67% 4.96% 6.86% 1.46% Professionls 38, % 26.68% 71.41% 7.31% 6.53% 12.49% 2.27% Technicins 5, % 16.17% 64.68% 10.18% 12.18% 10.36% 2.60% Administrtive 4, % 67.30% 66.36% 14.30% 12.03% 4.24% 3.07% Crft Workers 4, % 8.26% 61.28% 12.45% 18.88% 5.07% 2.32% Opertives 1, % 31.98% 52.97% 14.81% 14.75% 13.83% 3.64% Lborers % 25.27% 41.21% 12.09% 37.36% 1.10% 8.24% Service Workers % 25.00% 51.16% 24.71% 17.73% 3.78% 2.62% TOTAL WORKFORCE 65, % 26.91% 70.83% 8.36% 8.23% 10.31% 2.27% 2013 Mjor Gols GOAL Crete diverse pipeline of tlented professionls for senior ledership positions. PERFORMANCE In 2013, we mde severl orgniztionl chnges tht highlighted our top tlent. We chieved greter diversity in compny officers nd executive-level ppointments, long with creting n enterprise Tlent Cpture nd Redeployment orgniztion, which will identify nd promote high-potentil cndidtes including women nd people of color. We expnded the slte of diverse interview cndidtes by including middle mngement positions. In ddition, we estblished Globl Diversity nd Inclusion orgniztion to provide synergy nd leverge best prctices cross the orgniztion. Our vrious progrms develop top tlent by providing mentoring, coching, nd ledership skills tht focus on building diverse pipeline for the future. GOAL Improve the representtion of the compny s women, people of color, veterns, nd people with disbilities. PERFORMANCE The 2013 workforce comprised 27 percent women nd 29 percent people of color. We monitor our workforce representtion nd compre ourselves to externl benchmrks. In 2014, our veterns, people with disbilities nd LGBT self-identifiction progrm will be nlyzed to determine the effectiveness of inititives implemented within our orgniztion. GENDER RACE 2013 Diversity Highlights Voted Most Vluble Employer (militry) by Civilin Jobs.com nd Top 40 Militry Friendly Employer by G.I. Jobs % Femle 73.09% Mle 70.83% White 29.17% People of Color Rnked #29 mong Top 50 Compnies in Diversity by DiversityInc. Mgzine. Voted Privte Sector Employer of the Yer by Creers & the Disbled Mgzine. Voted Top Compny for Employee Resource Groups by the Ntionl ERG Conference. 13

18 OUR OPERATIONS IN FOCUS Our Forml EEO/AAP Policy At Northrop Grummn, strong commitment to diversity nd inclusion is founded in written policies nd procedures tht mndte nondiscrimintory workplce supported by senior ledership. We dhere to Equl Employment Opportunity (EEO) nd Affirmtive Action (AA) principles nd policies, nd build them into our opertions cross the compny. We publish nnul Affirmtive Action plns tht document specific ctions to improve the representtion of minorities nd women nd to integrte veterns nd people with disbilities. These Affirmtive Action plns reflect our commitment to ensuring equl employment opportunities for qulified pplicnts nd employees without regrd to rce, color, religion, sex, or ntionl origin/ncestry. We dhere to policy of nondiscrimintion nd no hrssment consistent with pplicble, federl, stte, nd locl lws, including rce/ethnicity, color, ntionl origin, ncestry, sex/gender, gender identity/ expression, sexul orienttion, mritl/prentl sttus, pregnncy/childbirth or relted conditions, religion, creed, ge, disbility, genetic informtion, militry service/vetern sttus, disbled vetern, recently seprted vetern, other protected vetern, Armed Forces service medl vetern, or ny other protected sttus. This includes the commitment to mintin working environment free from hrssment nd bullying. GRI LA1-LA5, LA10-12, HR1, HR3-5, HR8 Humn rights including lbor nd mngement reltions, nondiscrimintion, trining nd eduction, security, nd indigenous rights At Northrop Grummn, developing our people goes beyond fulfilling strtegic priority our vlues-bsed focus provides the frmework to help ech individul employee mximize his or her potentil. Diversity nd inclusion re fundmentl for our business, nd we tke pride in recognizing tht ech individul s development needs re unique. Employment: Our employees who re regulrly scheduled to work 20 or more hours per week re eligible for helth nd welfre benefits under the Northrop Grummn Helth Pln. Qulified full-time nd prt-time employees re eligible for the 401(k) pln nd pension pln. Temporry employees on the Northrop Grummn pyroll re generlly eligible only for svings benefits. Agency Complints: In 2013, Northrop Grummn received 48 new externl gency complints of discrimintion cross the compny. We investigte ll such complints nd tke pproprite ction. Of these complints, 19 were closed nd 29 re still open/pending. Performnce Reviews: As of 2013, 80 percent or more of Northrop Grummn s employees receive performnce nd creer development review every 12 to 15 months. Bsed on scheduling, these reviews my not occur within ech clendr yer for every employee. Humn Rights Trining: Ech yer, our employees collectively receive thousnds of hours of trining covering vriety of topics. Trining on our Stndrds of Business Conduct emphsizes our culture, integrity, ethicl behvior, nd treting ll people firly nd with respect nd dignity. Collective Brgining: Currently pproximtely 5 percent of Northrop Grummn employees re covered by collective brgining greements. There re no Northrop Grummn opertions where employees re t risk of not being ble to exercise freedom of ssocition nd collective brgining. Security: All Northrop Grummn security personnel receive comprehensive trining on our policies nd procedures nd Stndrds of Business Conduct. This report uses Globl Reporting Inititive (GRI) Performnce Indictors such s these to trck nd monitor performnce. For full listing, see GRI Content Index on pge

19 OUR OPERATIONS SUPPLIER RESPONSIBILITY AND DIVERSITY In 2013, we issued pproximtely $8.4 billion worth of subcontrcts nd purchse orders to brod bse of pproximtely 9,500 suppliers. Collborting with suppliers on better environmentl nd socilly responsible performnce is n importnt element of our responsibility efforts. A key strting point is the One Northrop Grummn chrter we instill throughout the compny nd the procurement orgniztion. The gol: to estblish single, consistent opertionl focus promoting best prctices in environmentl control nd sustinbility with the supplier bse nd customers. Our Online Automted Supplier Informtion System (OASIS) supplier portl provides instnt ccess to our supplier terms nd conditions nd other importnt considertions in doing business with Northrop Grummn. Suppliers to our compny re vlued tem members nd ech one is expected to understnd the need for top performnce not only in qulity, schedule, nd cost but in ll res, including diversity, occuptionl helth nd sfety, humn rights nd lbor, nd environmentl responsibility. Northrop Grummn suppliers receive n nnul letter outlining our ethics policies nd code of conduct. Ensuring High Stndrds Our vision is to be the most trusted, worldclss, innovtive supply-chin orgniztion tht delivers vlue to our customers through integrtion of highly skilled people, suppliers, processes, tools, nd communictions. Additionlly, to ensure these gols re not ttined t the expense of ethics nd integrity, our employees with procurement uthority re required to nnully complete dditionl specilized ethics trining nd complete the Disclosure of Conflicts of Interest Certificte of Stndrds of Business Conduct certifying complince nd disclosing possible conflicts of interest Highlights In 2013, we wrded $8.4 billion to pproximtely 9,500 suppliers. We used locl smll businesses within the communities surrounding our operting fcilities, whenever possible. More thn 36 percent of Northrop Grummn procurement spending goes to smll businesses nd women or minority-owned businesses. U. S. Government Mentor-Protégé Progrm We mnged 14 Mentor-Protégé greements nd subcontrcted $13.2 million to these protégé orgniztions during Since the inception of the Mentor- Protégé Progrm, Northrop Grummn representtives hve mentored more thn 120 smll business firms. Northrop Grummn hs won 22 Deprtment of 2013 SNAPSHOT: DEPARTMENT OF DEFENSE MENTOR- PROTÉGÉ PROGRAM This progrm encourges mjor DoD prime contrctors to develop the technicl nd business cpbilities of orgniztions: Employing severely disbled employees Owned by Minorities, Women, Service- Disbled, nd Veterns Locted in historiclly underutilized business zones The Nunn-Perry Awrd is nmed in honor of retired U.S. Sentor Sm Nunn, who sponsored legisltion to enct the Mentor-Protégé Progrm in 1991, nd former Secretry of Defense Willim Perry. Nunn-Perry wrds re the highest honor prime contrctors cn receive for prticiption in the progrm. Northrop Grummn received two Nunn-Perry wrds in Defense (DoD) Nunn-Perry wrds, the most wrds of ny prime contrctor, nd hs entered into DoD s first Credit Mentor-Protégé Agreement with MVLE, n AbilityOne service provider. Of the seven prestigious Nunn-Perry Awrds for 2013, we received two. One of them cknowledged the Mentor-Protégé reltionship between Northrop Grummn nd MVLE Inc., the first nd only AbilityOne orgniztion to prticipte in the DoD Mentor-Protégé Progrm. The AbilityOne Progrm is dministered by the Committee for Purchse For People Who Are Blind Or Severely Disbled. The AbilityOne Progrm enbles people who re blind or severely disbled job trining nd employment opportunities in mnufcturing nd services for the federl government nd industries. AbilityOne is the single lrgest source of employment for people who re blind or hve other significnt disbilities nd currently provides employment opportunities to nerly 50,000 people ntionwide. 15

20 OUR OPERATIONS IN FOCUS Northrop Grummn lso received Nunn-Perry wrd for its Mentor-Protégé reltionship with Kimmich Softwre Systems, Inc., which provides engineering services to the intelligence community. Smll Business Innovtion Reserch (SBIR) The SBIR progrm is the only Smll Business Administrtion (SBA) progrm set side to engge smll businesses in federl Reserch nd Development (R&D) with potentil for commerciliztion. The SBIR progrm is three-phse process of trnsitioning new smll-business technology from proof of concept to commerciliztion within the government pltforms. The min objective of this progrm is to stimulte technologicl innovtion, use smll businesses to meet federl R&D needs, foster nd encourge prticiption by minorities nd disdvntged businesses in technologicl innovtion, nd increse privtesector commerciliztion innovtions derived from federl R&D. We continue to move forwrd with our SBIR progrm. Technicl led employees t ech Northrop Grummn sector use the progrm to ugment the compny s technicl nd scientific expertise. The tems consist of technicl point of contct, supply chin mnger, nd smll business liison officer who collectively work to identify, interview, nd provide subcontrcting opportunities to SBIR firms. Ultimtely, the SBIR progrm provides funding to smll business firms to ssist them in bringing gme-chnging technologies to mrket. We currently monitor Smll Business Innovtion Reserch support from ech of our business sectors by trcking n estimted 31 firms involved in Phse I, II, nd III mrks the third consecutive yer tht we hosted the Joint Deprtment of Defense Industry Smll Business Innovtion Reserch/Commerciliztion Rediness Progrm technology interchnge workshop. Air Force nd Nvy representtives invited SBIR firms for one-on-one meetings with Northrop Grummn subject mtter experts t n interchnge workshop t Northrop Grummn fcility. As with prior workshops, the Air Force nd Nvy Trnsition Support Progrm provided the dt mining serch tool to identify smll businesses with Phse II SBIR projects with potentil for government pltforms. Indin Incentive Progrm The Indin Incentive Progrm flls under the Deprtment of Defense Office of Smll Business Progrms, which incentivizes prime contrctors by providing opportunities to contrct nd subcontrct with Ntive Americn Indin/ Alskn nd Hwiin tribl orgniztions. The incentive pyment is returned to Northrop Grummn under seprte contrct line item in the contrct. We hve prticipted in the DoD Indin Incentive Progrm since 1998, generting n estimted $5 million in incentive rebtes. We continue to trck $405,539 in incentive rebtes submitted to Deprtment of Defense during fiscl yer Mjor Gols GOAL Improve the performnce of the lrgest nd most criticl suppliers to Northrop Grummn. The set of criteri defining most criticl suppliers is dynmic nd reflects the business needs of our vrious sectors. Given this, we estblished flexible, tiered methodology tht results in corporte nd sector ledership enggement with our most criticl suppliers t ll orgniztionl levels. Ech criticl supplier undergoes seminnul performnce evlution. We continue to use the industry-stndrd cost performnce index, the schedule performnce index, nd vrious qulittive mesures to trck progrm performnce. PERFORMANCE For 2013, we evluted the cost, schedule, qulity, nd overll progrm performnce of our top 11 suppliers who supported progrms on more thn 260 subcontrcts with vlue of more thn $7.5 billion. In 2013 strtegic supplier performnce continued the trend, improving by nerly 16 percent yer-over-yer since For those criticl suppliers with lgging performnce, we initited process to correct problems nd implement joint improvement inititives. 16

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