NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2015

Feb 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2015-02-13

Reporting Person: PALMER JAMES F (Corp. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-13	Common Stock	M	34456.0000	$0.0000	Acquired	244456.0000	Direct
2015-02-13	Common Stock	F	15560.0000	$167.1400	Disposed	228896.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-13	Restricted Stock Rights	$	M	34456.0000	Disposed		Common Stock (34456.0000)	Direct

Footnotes

F1: In light of the RSR vesting date, Sunday, February 15, 2015, occurring on a weekend, and in accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), RSR award shares were valued based on the Company's closing stock price on Friday, February 13, 2015, the immediately preceding business day. The shares were distributed into the participant's account on this date.

F2: Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the 2001 Long-Term Incentive Stock Plan ("2001 LTISP") on 2/15/11 that vested on 2/15/15 and RSRs granted under the LTISP on 2/15/12 that vested on 2/15/15.

F3: Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).

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.

F5: Total amount includes 8,820 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; 20,253 RSRs granted on 9/17/13 that will vest on 3/1/15; and 15,899 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16.