NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2010

Feb 18, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2010-02-16

Reporting Person: PETTERS C MICHAEL (Corp. VP & Pres. Shipbuilding)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-16	Common Stock	F	5641	$59.56	Disposed	105029	Direct
2010-02-16	Common Stock	J	2340	$59.56	Disposed	102689	Direct
2010-02-16	Common Stock	A	29000	$59.56	Acquired	131689	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-16	Stock Option (Right-to-Buy)	$59.56	A	122700	Acquired	2017-02-16	Common Stock (122700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1038.743	Indirect

Footnotes

F1: Total amount includes 13,000 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 Long-Term Incentive Stock Plan (LTISP) on 2/27/08 with a valuation of performance measurement period ("measurement period") ending on 12/31/10; 12,500 unvested Restricted Stock Rights ("RSRs") granted on 1/15/08 with 100% vesting on 1/15/11; and 20,700 unvested RPSRs granted under the LTISP on 2/17/09 with measurement period ending on 12/31/11. RPSR grants awarded pursuant to Rule 16b-3(d)(3).

F2: The measurement period for this installment of Restricted Performance Stock Rights (RPSRs) ended on 12/31/09, and the decrease in the number of shares represent a payout below the target for the 2009 performance period.

F3: Total amount includes 13,000 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 Long-Term Incentive Stock Plan (LTISP) on 2/27/08 with a valuation of performance measurement period ("measurement period") ending on 12/31/10; 12,500 unvested Restricted Stock Rights ("RSRs") granted on 1/15/08 with 100% vesting on 1/15/11; 20,700 unvested RPSRs granted under the LTISP on 2/17/09 with measurement period ending on 12/31/11; and 29,000 unvested RPSRs granted under the LTISP on 2/16/10 with measurement period ending on 12/31/12. RPSR grants awarded pursuant to Rule 16b-3(d)(3).

F4: Held in the Northrop Grumman Savings and Investment Plan, a qualified profit sharing plan, as of January 29, 2010. 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: The option vests over a period of three years to the extent of one-third (33%) annual equal installments on 2/16/11, 2/16/12 and 2/16/13.