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: FRASER DARRYL M (Corp VP, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-18	Common Stock	M	21150.0000	$0.0000	Acquired	65790.0000	Direct
2015-02-18	Common Stock	F	10766.0000	$167.6800	Disposed	55024.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-18	Restricted Performance Stock Rights	$	A	11982.0000	Acquired		Common Stock (11982.0000)	Direct
2015-02-18	Restricted Performance Stock Rights	$	M	21150.0000	Disposed		Common Stock (21150.0000)	Direct
2015-02-18	Restricted Stock Rights	$	A	2326.0000	Acquired		Common Stock (2326.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3831.6220	Indirect

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: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 13, 2015. 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.

F4: 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).

F5: The RPSRs acquired include (i) 7,050 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) 4,932 unvested RPSRs granted under the LTISP on 2/18/15 with a measurement period ending on 12/31/17.

F6: Total amount includes 21,150 vested RPSRs granted under the LTISP on 2/15/12 with a measurement period ended on 12/31/14; 4,932 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; 6,647 unvested RPSRs granted under the LTISP on 2/19/14 with a measurement period ending on 12/31/16; and 13,807 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15.

F7: Total amount includes 4,932 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; 6,647 unvested RPSRs granted under the LTISP on 2/19/14 with a measurement period ending on 12/31/16; and 13,807 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15.

F8: 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.

F9: Total amount includes 2,326 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 2,772 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; and 4,997 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16.