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: Bedingfield Kenneth L (Corp VP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-18	Common Stock	M	5582.0000	$0.0000	Acquired	36992.5700	Direct
2018-02-18	Common Stock	F	2697.0000	$350.3600	Disposed	34295.5700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-18	Restricted Stock Rights	$	M	5582.0000	Disposed		Common Stock (5582.0000)	Direct

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: 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.

F5: Total amount includes 3,161 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 4,146 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; and 4,943 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19.