NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2010

Mar 2, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2010-03-01

Reporting Person: FLACH GLORIA A (Corp VP Pres Ent Shared Servs)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	38579	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right-to-Buy)	$59.56	2017-02-16	Common Stock (54550)		Direct
Stock Option (Right-to-Buy)	$44.99	2016-02-17	Common Stock (6536)		Direct
Stock Option (Right-to-Buy)	$53.70	2014-10-01	Common Stock (800)		Direct
Stock Option (Right-to-Buy)	$52.485	2014-06-14	Common Stock (3000)		Direct
Stock Option (Right-to-Buy)	$47.11	2013-08-20	Common Stock (3000)		Direct
Stock Option (Right-to-Buy)	$57.40	2012-08-20	Common Stock (2700)		Direct
Stock Option (Right-to-Buy)	$39.28	2011-08-15	Common Stock (3000)		Direct
Stock Option (Right-to-Buy)	$38.13	2010-05-16	Common Stock (1900)		Direct

Footnotes

F1: Total amount includes 4,636 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 Long-Term Incentive Stock Plan (LTISP) on 2/27/08 with a valuation of performance measurement period ("measurement period") ending on 12/31/10; 11,873 unvested RPSRs granted under the LTISP on 2/17/09 with measurement period ending on 12/31/11; and 12,900 unvested RPSRs granted under the LTISP on 2/16/10 with measurement period ending on 12/31/12. RPSR grants awarded pursuant to Rule 16b-3(d)(3).

F2: The option vests over a period of three years to the extent of one-third (33%) annual equal installments on 2/16/11, 2/16/12 and 2/16/13.

F3: The option vests over a period of three years to the extent of one-third (33%) annual equal installments on 2/17/10, 2/17/11 and 2/17/12.

F4: The option vests in four equal installments (25%) on each anniversary of grant date.

F5: The option vests on 2nd anniversary of grant date.