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: Jones Christopher T (Corp VP & Pres Tech Svcs)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1312.5600	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Performance Stock Rights	$		Common Stock (10281.0000)		Direct
Restricted Stock Rights	$		Common Stock (13277.0000)		Direct
SEP Units	$		Common Stock (284.3320)		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 performance period.

F3: Total amount includes 1,170 unvested RPSRs granted under the 2001 Long-Term Incentive Stock Plan ("2001 LTISP") on 2/15/11 with a valuation of performance measurement period ("measurement period") ending on 12/31/12; 5,005 unvested RPSRs granted under the 2001 LTISP on 2/15/11 with a measurement period ending on 12/31/13; and 4,106 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 11,517 unvested RSRs granted under the LTISP on 7/19/12 that will vest on 7/19/15, and 1,760 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: SEP units are payable in cash following termination of the Reporting Person's employment with the Issuer.

F7: SEP units credited under the Northrop Grumman Savings Excess Plan (the "SEP Plan"), a non-qualified deferred compensation plan, as of December 31, 2012. The value of each unit is based on the price of Issuer common stock, although share totals with respect to the SEP Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.