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

Jun 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-06-05

Reporting Person: BUSH WESLEY G (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-05	Common Stock	M	228628.0000	$54.4600	Acquired	228628.0000	Direct
2013-06-05	Common Stock	M	183150.0000	$73.9000	Acquired	411778.0000	Direct
2013-06-05	Common Stock	F	174006.0000	$81.7000	Disposed	237772.0000	Direct
2013-06-05	Common Stock	F	188754.0000	$81.7070	Disposed	49018.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-05	Stock Option (Right-to-buy)	$54.4600	M	228628.0000	Disposed	2017-02-16	Common Stock (228628.0000)	Direct
2013-06-05	Stock Option (Right-to-buy)	$73.9000	M	183150.0000	Disposed	2015-02-27	Common Stock (183150.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40000.0000	Indirect
Common Stock	40000.0000	Indirect
Common Stock	40000.0000	Indirect
Common Stock	5142.4789	Indirect
Common Stock	323585.0000	Indirect

Footnotes

F1: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of June 5, 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: The option is fully exercisable.