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

Feb 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-02-20

Reporting Person: Caylor Mark A (Corp VP & Pres ESS)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-20	Restricted Performance Stock Rights	$	A	20082.0000	Acquired		Common Stock (20082.0000)	Direct
2013-02-20	Restricted Stock Rights	$	A	7268.0000	Acquired		Common Stock (7268.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31.6190	Indirect

Footnotes

F1: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 20, 2013. 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.

F2: Each Restricted Performance Stock Right ("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).

F3: Total amount includes 20,082 unvested Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/20/13 with a valuation of performance measurement period ("measurement period") ending on 12/31/15; 4,987 unvested RPSRs granted under the LTISP on 2/15/12 with a measurement period ending on 12/31/14; and 4,328 unvested RPSRs granted under the LTISP on 8/2/11 with a measurement period ending on 12/31/13.

F4: 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. The RSRs were granted under the LTISP on 2/20/13 and will vest on 2/20/16.

F5: Total amount includes 7,268 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16; 6,910 RSRs granted under the LTISP on 7/19/12 that will vest on 7/19/15; and 2,137 RSRs granted under the LTISP on 2/15/12 that will vest on 2/15/15.