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

Feb 12, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-02-07

Reporting Person: Hardesty Michael A (Corp VP, Controller & CAO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4619.0000	Direct
Common Stock	365.5900	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Performance Stock Rights	$		Common Stock (20216.0000)		Direct
Restricted Stock Rights	$		Common Stock (6510.0000)		Direct

Footnotes

F1: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 6, 2013. 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 7,906 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") ended on 12/31/12; 6,067 unvested RPSRs granted under the 2001 LTISP on 2/15/11 with a measurement period ending on 12/31/13; and 6,243 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 2,676 unvested RSRs granted under the LTISP on 2/15/12 that will vest on 2/15/15 and 3,834 unvested RSRs granted under the LTISP on 2/6/13 that will vest on 2/6/16. Grants awarded pursuant to Rule 16b-3(d).