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

Feb 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2015-02-18

Reporting Person: CHESTON SHEILA C. (Corp. VP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-18	Common Stock	M	38455.5000	$0.0000	Acquired	79893.5000	Direct
2015-02-18	Common Stock	F	19574.0000	$167.6800	Disposed	60319.5000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-18	Restricted Performance Stock Rights	$	A	22682.5000	Acquired		Common Stock (22682.5000)	Direct
2015-02-18	Restricted Performance Stock Rights	$	M	38455.5000	Disposed		Common Stock (38455.5000)	Direct
2015-02-18	Restricted Stock Rights	$	A	4651.0000	Acquired		Common Stock (4651.0000)	Direct

Footnotes

F1: Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/15/12 with a valuation of performance measurement period ("measurement period") ended 12/31/14. The RPSRs were settled at 150% 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 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) 12,818.50 additional vested RPSRs with respect to the measurement period ended 12/31/14 acquired due to settlement of the 2012 RPSRs held at 150% of the target award and (ii) 9,864 unvested RPSRs granted under the LTISP on 2/18/15 with a measurement period ending on 12/31/17.

F5: Total amount includes 38,455.50 vested RPSRs granted under the LTISP on 2/15/12 with a measurement period ended 12/31/14; 9,864 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; 13,899 unvested RPSRs granted under the LTISP on 2/19/14 with a measurement period ending on 12/31/16; and 25,103 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15.

F6: Total amount includes 9,864 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; 13,899 unvested RPSRs granted under the LTISP on 2/19/14 with a measurement period ending on 12/31/16; and 25,103 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15.

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 2/18/15 and will vest on 2/18/18.

F8: Total amount includes 4,651 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 5,796 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; and 9,085 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16.