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: HEINTZ KENNETH N (Corporate VP, Controller & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-16	Common Stock	F	3191	$59.56	Disposed	50764	Direct
2010-02-16	Common Stock	J	1300	$59.56	Disposed	49464	Direct
2010-02-16	Common Stock	A	16175	$59.56	Acquired	65639	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50.955	Indirect

Footnotes

F1: Total amount includes 5,000 unvested Restricted Stock Rights granted under the 2001 Long-Term Incentive Stock Plan (LTISP) on 2/21/07 with 100% vesting on 2/21/11; 10,400 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 LTISP on 2/27/08 with a valuation of performance measurement period ("measurement period") ending on 12/31/10; and 17,201 RPSRs granted under the 2001 LTISP on 2/17/09 with the measurement period ending 12/31/11. Grants awarded pursuant to Rule 16b-3(d).

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 5,000 unvested Restricted Stock Rights granted under the 2001 Long-Term Incentive Stock Plan (LTISP) on 2/21/07 with 100% vesting on 2/21/11; 10,400 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 LTISP on 2/27/08 with a valuation of performance measurement period ("measurement period") ending on 12/31/10; 17,201 RPSRs granted under the 2001 LTISP on 2/17/09 with the measurement period ending 12/31/11; and 16,175 RPSRs granted under the 2001 LTISP on 2/16/10 with the measurement period ending 12/31/12. Grants awarded pursuant to Rule 16b-3(d).

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.