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: PALMER JAMES F (Corp. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-20	Common Stock	M	55299.0000	$0.0000	Acquired	171305.0000	Direct
2013-02-20	Common Stock	F	26377.0000	$66.0400	Disposed	144928.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-20	Restricted Performance Stock Rights	$	A	64667.0000	Acquired		Common Stock (64667.0000)	Direct
2013-02-20	Restricted Performance Stock Rights	$	M	55299.0000	Disposed		Common Stock (55299.0000)	Direct
2013-02-20	Restricted Stock Rights	$	A	15899.0000	Acquired		Common Stock (15899.0000)	Direct

Footnotes

F1: Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2001 Long-Term Incentive Stock Plan (the "2001 LTISP") on 2/16/10 with a valuation of performance measurement period ("measurement period") ended 12/31/12. The RPSRs were settled at 160% of target.

F2: Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e).

F3: 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).

F4: The RPSRs acquired include (i) 20,737 additional vested RPSRs with respect to the measurement period ended 12/31/12 acquired due to settlement of the 2010 RPSRs held at 160% of the target award and (ii) 43,930 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/20/13 with a measurement period ending on 12/31/15.

F5: Total amount includes 55,299 vested RPSRs granted under the 2001 LTISP on 2/16/10 with a measurement period ended on 12/31/12; 43,930 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15; 44,864 unvested RPSRs granted under the LTISP on 2/15/12 with a measurement period ending on 12/31/14; and 16,853 unvested RPSRs granted under the 2001 LTISP on 2/15/11 with a measurement period ending on 12/31/13.

F6: Total amount includes 43,930 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15; 44,864 unvested RPSRs granted under the LTISP on 2/15/12 with a measurement period ending on 12/31/14; and 16,853 unvested RPSRs granted under the 2001 LTISP on 2/15/11 with a measurement period ending on 12/31/13.

F7: 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.

F8: Total amount includes 15,899 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16; 17,603 RSRs granted under the LTISP on 2/15/12 that will vest on 2/15/15; 16,853 unvested RSRs granted under the 2001 LTISP on 2/15/11 that will vest on 2/15/15; and 45,938 unvested RSRs granted under the 2001 LTISP on 2/16/10 that will vest on 2/16/14.