NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2013

Jan 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-01-16

Reporting Person: FAZIO VIC (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-16	Common Stock	J	3413.0000	$67.4800	Acquired	35112.5101	Direct
2013-01-16	Common Stock	J	3413.0000	$67.4800	Disposed	31699.5101	Direct

Footnotes

F1: Distribution of shares pursuant to the Northrop Grumman 2011 Long-Term Incentive Stock Plan (the "2011 Plan") and the 1993 Stock Plan for Non-Employee Directors (the "1993 Plan") from stock unit account. This transaction is exempt pursuant to Rule 16b-3.

F2: Amount includes (i) 14,724 shares of common stock (including 3,413 shares of common stock received after payout of units from the 2011 Plan); and (ii) 20,388 shares of common stock held in a stock unit account pursuant to the 2011 Plan and the 1993 Plan, which transactions are exempt from Section 16 and not reportable under Rule 16a-11.

F3: Represents shares of common stock held after payout of units into shares of common stock, in a transaction exempt pursuant to Rule 16b-3. Amount includes (i) 14,724 shares of common stock (including 3,413 shares of common stock after payout of units from the 2011 Plan); and (ii) 16,975 shares of common stock held in a stock unit account pursuant to the 2011 Plan and the 1993 Plan.