NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2013

Jan 8, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-01-01

Reporting Person: Caylor Mark A (Corp VP & Pres ESS)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31.6210	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Performance Stock Rights	$		Common Stock (9315.0000)		Direct
Restricted Stock Rights	$		Common Stock (9047.0000)		Direct
Stock Option (Right-to-buy)	$41.1400	2016-02-17	Common Stock (1148.0000)		Direct
Stock Option (Right-to-buy)	$43.0800	2013-08-20	Common Stock (1312.0000)		Direct
Stock Option (Right-to-buy)	$47.9900	2014-06-14	Common Stock (1750.0000)		Direct

Footnotes

F1: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of December 31, 2012. 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.

F2: Each Restricted Performance Stock Right ("RPSR") 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 RPSRs vest if the applicable performance metric is satisfied for the applicable three-year performance period.

F3: Total amount includes 4,328 unvested RPSRs granted under the 2001 Long-Term Incentive Stock Plan ("2001 LTISP") on 8/2/11 with a valuation of performance measurement period ("measurement period") ending on 12/31/13, and 4,987 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/15/12 with a measurement period ending on 12/31/14. Grants awarded pursuant to Rule 16b-3(d).

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 6,910 unvested RSRs granted under the LTISP on 7/19/12 that will vest on 7/19/15, and 2,137 unvested RSRs granted under the LTISP on 2/15/12 that will vest on 2/15/15. Grants awarded pursuant to Rule 16b-3(d).

F6: The option is fully exercisable.