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: Warden Kathy J (Corp VP & Pres Info Syst)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Performance Stock Rights	$		Common Stock (20089.0000)		Direct
Restricted Stock Rights	$		Common Stock (18223.0000)		Direct
Stock Option (Right-to-buy)	$41.1400	2016-02-17	Common Stock (4697.0000)		Direct

Footnotes

F1: 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.

F2: Total amount includes 7,368 unvested RPSRs granted under the 2001 Long-Term Incentive Stock Plan ("2001 LTISP") on 2/16/10 with a valuation of performance measurement period ("measurement period") ending on 12/31/12; 6,032 unvested RPSRs granted under the 2001 LTISP on 2/15/11 with a measurement period ending on 12/31/13; and 6,689 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).

F3: 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.

F4: Total amount includes 15,356 unvested RSRs granted under the LTISP on 7/19/12 that will vest on 7/19/15, and 2,867 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).

F5: The option is fully exercisable.