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

Jan 9, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2018-01-01

Reporting Person: Purvis Shawn N (CVP, President, Enterprise Svc)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4274.5500	Direct
Common Stock	2377.6294	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Performance Stock Rights	$		Common Stock (3654.0000)		Direct
Restricted Stock Rights	$		Common Stock (1566.0000)		Direct

Footnotes

F1: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of December 31, 2017. 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.

F2: 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 applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).

F3: Total amount includes (i) 1,409 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/18/15 with a measurement period ending on 12/31/17; (ii) 1,248 unvested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18; and (iii) 997 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19. Grants awarded pursuant to Rule 16b-3(d).

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 (i) 604 unvested RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; (ii) 535 unvested RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; and (iii) 427 unvested RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20. Grants awarded pursuant to Rule 16b-3(d).