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

Feb 15, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2018-02-13

Reporting Person: Caylor Mark A (Corp VP & Pres, Mission System)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-13	Common Stock	M	10357.5000	$0.0000	Acquired	35242.3100	Direct
2018-02-13	Common Stock	F	4924.0000	$0.0000	Disposed	30318.3100	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-13	Restricted Performance Stock Rights	$	A	10413.5000	Acquired		Common Stock (10413.5000)	Direct
2018-02-13	Restricted Performance Stock Rights	$	M	10357.5000	Disposed		Common Stock (10357.5000)	Direct
2018-02-13	Restricted Stock Rights	$	A	3161.0000	Acquired		Common Stock (3161.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34.5879	Indirect

Footnotes

F1: Shares expected to be issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/18/15 with a valuation of performance measurement period ("measurement period") that ended 12/31/17. RPSRs to be settled at 150% of target. The shares are anticipated to be distributed into the participant's account on February 22, 2018.

F2: Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e).

F3: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 9, 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.

F4: Each 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).

F5: The RPSRs acquired include (i) 3,452.50 vested RPSRs with respect to the measurement period ended 12/31/17 acquired due to settlement of the 2015 RPSRs held at 150% of the target award and (ii) 6,961 unvested RPSRs granted under the LTISP on 2/13/18 with a measurement period ending on 12/31/20.

F6: Total amount includes 10,357.50 vested RPSRs granted under the LTISP on 2/18/15 with a measurement period ended on 12/31/17; 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 7,626 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; and 9,079 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18.

F7: Total amount includes 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 7,626 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; and 9,079 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18.

F8: 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. The RSRs were granted under the LTISP on 2/13/18 and will vest on 2/13/21.

F9: Total amount includes 3,161 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 3,189 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 4,120 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; and 3,256 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18.