X0304 4 2012-02-14 0 0001133421 NORTHROP GRUMMAN CORP /DE/ NOC 0001316632 LIVANOS ALEXANDER C 2980 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 0 1 0 0 Corp VP & Chf Tech Officer Common Stock 2012-02-14 4 A 0 21348 60.21 A 75460.00 D Common Stock 2012-02-14 4 F 0 8231 60.21 D 67229 D Shares issued in settlement of 13,343 Restricted Performance Stock Rights ("RPSRs") granted under the 2001 Long-Term Incentive Stock Plan ("LTISP") on 2/17/09 with a valuation of performance measurement period ("measurement period") ended 12/31/11. The performance shares were settled at 160% of the target award. Total amount includes 47,869 shares of common stock; 14,109 unvested RPSRs granted under the LTISP on 2/16/10 with a measurement period ending on 12/31/12; 6,741 unvested RPSRs granted under the LTISP on 2/15/11 with a measurement period ending on 12/31/13; and 6,741 Restricted Stock Rights ("RSRs") granted under the LTISP on 2/15/11 that will vest on 2/15/15. Grants awarded pursuant to Rule 16b-3(d). Total amount includes 39,638 shares of common stock; 14,109 unvested RPRs granted under the LTISP on 2/16/10 with a measurement period ending on 12/31/12; 6,741 unvested RPSRs granted under the LTISP on 2/15/11 with a measurement period ending on 12/31/13; and 6,741 RSRs granted under the LTISP on 2/15/11 that will vest on 2/15/15. Grants awarded pursuant to Rule 16b-3(d). /s/ Jennifer C. McGarey, Attorney-in-fact for Alexander C. Livanos 2012-02-16