NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2015

Feb 5, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2015-02-03

Reporting Person: Bedingfield Kenneth L (Corp VP, CFO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6643.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Performance Stock Rights	$		Common Stock (17459.0000)		Direct
Restricted Stock Rights	$		Common Stock (15203.0000)		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 Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).

F2: Total amount includes 6,572 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/15/12 with a valuation performance measurement period ("measurement period") ended 12/31/14; 7,006 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending 12/31/15; and 3,881 unvested RPSRs granted under LTISP on 2/19/14 with a measurement period ending 12/31/16. 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 2,816 unvested RSRs granted under the LTISP on 2/15/12 that will vest on 2/15/15; 4,650 unvested RSRs granted under the LTISP on 2/15/12 that will vest on 2/15/15; 3,071 unvested RSRs granted under the LTISP on 7/19/12 that will vest on 7/19/15; 3,003 unvested RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16; and 1,663 unvested RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17. Grants awarded pursuant to Rule 16b-3(d).