NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2017

May 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2017-05-17

Reporting Person: WELSH MARK A III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-17	Common Stock	J	609.0000	$246.3200	Acquired	880.0000	Direct

Footnotes

F1: Represents shares of common stock deferred into a stock unit account pursuant to the Northrop Grumman 2011 Long-Term Incentive Stock Plan in a transaction exempt pursuant to Rule 16b-3.

F2: Total amount includes dividends earned on shares held in stock unit account, which transactions were exempt from Section 16 and not reportable under rule 16a-11.