NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2018

Nov 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2018-10-30

Reporting Person: Addison Ann M (Corporate Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-30	Restricted Performance Stock Rights	$	A	2616.0000	Acquired		Common Stock (2616.0000)	Direct
2018-10-30	Restricted Stock Rights	$	A	6037.0000	Acquired		Common Stock (6037.0000)	Direct

Footnotes

F1: Each Restricted Performance Stock Right ("RPSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the application performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).

F2: The RPSRs were granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 10/30/18 with a measurement period ending on 12/31/20.

F3: Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock.

F4: Total amount acquired includes (i) 891 unvested RSRs granted under the LTISP on 10/30/18 that will vest on 10/30/2021; and (ii) 5,146 unvested RSRs granted under the LTISP on 10/30/18 that will vest on 10/30/19. Grants awarded pursuant to Rule 16b-3(d).