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

Feb 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-02-08

Reporting Person: MILLS LINDA A (Corp. VP, Operations)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-08	SEP Units	$	I	2088.9530	Disposed		Common Stock (2088.9530)	Direct

Footnotes

F1: SEP units credited under the Northrop Grumman Savings Excess Plan (the "SEP Plan"), a non-qualified deferred compensation plan, as of February 8, 2013. The value of each unit is based on the price of Issuer common stock, although share totals with respect to the SEP Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an invidual though no disposition occurred.

F2: SEP units are payable in cash following termination of the Reporting Person's employment with the Issuer.