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

Jan 4, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2016-12-31

Reporting Person: MYERS RICHARD B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-08	Common Stock	G	1042.0000	$269.0500	Disposed	19527.6250	Direct

Footnotes

F1: Shares gifted to charitable organization include 31 shares acquired pursuant to the Issuer's Dividend Reinvestment Plan.

F2: Amount includes (i) 0.625031 shares of common stock; and (ii) 19,527 shares of common stock held in a stock unit account pursuant to the Northrop Grumman 2011 Long-Term Incentive Stock Plan and the 1993 Stock Plan for Non-Employee Directors.