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

Feb 22, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2018-02-18

Reporting Person: Perry David T (CVP Chief Global Bus Dev Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-18	Common Stock	M	3256.0000	$0.0000	Acquired	29653.0600	Direct
2018-02-18	Common Stock	F	1469.0000	$350.3600	Disposed	28184.0600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-18	Restricted Stock Rights	$	M	3256.0000	Disposed		Common Stock (3256.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	511.0697	Indirect
Common Stock	44.3938	Indirect

Footnotes

F1: In light of the vesting date, Sunday, February 18, 2018, and in accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), award shares were valued based on the Company's closing stock price on February 20, 2018, the following business day. The shares will be distributed into the participant's account on February 23, 2018.

F2: Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/18/15 that vested on 2/18/18.

F3: Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).

F4: Held in the Northrop Grumman Financial Security and Savings Program (the "FSSP Plan"), a qualified profit sharing plan, as of February 16, 2018. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.

F5: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 16, 2018. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.

F6: 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.

F7: Total amount includes 1,626 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 2,296 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; and 2,884 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19.