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: Kalan Lesley A (Corp VP, Government Relations)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12589.4100	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Performance Stock Rights	$		Common Stock (5727.0000)		Direct
Restricted Stock Rights	$		Common Stock (4739.0000)		Direct

Footnotes

F1: 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).

F2: Total amount includes (i) 1,932 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) 1,711 unvested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18; and (iii) 2,084 unvested RPSRs with a measurement period ending 12/31/19. Grants awarded pursuant to Rule 16b-3(d).

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 includes (i) 828 unvested RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; (ii) 733 unvested RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; (iii) 2,285 unvested RSRs granted under the LTISP on 11/01/16 that will vest on 11/01/18; and (iv) 893 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).