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

Aug 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-08-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-12	Common Stock	M	191241.0000	$63.2200	Acquired	191241.0000	Direct
2013-08-12	Common Stock	M	70000.0000	$65.7000	Acquired	261241.0000	Direct
2013-08-12	Common Stock	M	59063.0000	$59.5200	Acquired	320304.0000	Direct
2013-08-12	Common Stock	F	264099.0000	$94.9300	Disposed	56205.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-12	Stock Option (Right-to-buy)	$59.5200	M	59063.0000	Disposed	2016-02-15	Common Stock (59063.0000)	Direct
2013-08-12	Stock Option (Right-to-buy)	$63.2200	M	191241.0000	Disposed	2018-02-15	Common Stock (191241.0000)	Direct
2013-08-12	Stock Option (Right-to-buy)	$65.7000	M	70000.0000	Disposed	2017-02-28	Common Stock (70000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5138.6550	Indirect
Common Stock	372603.0000	Indirect

Footnotes

F1: Shares surrendered to issuer in payment of exercise price and tax liability in connection with stock option exercise in accordance with Rule 16b-3(e).

F2: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of August 12, 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.

F3: The option is fully exercisable.

F4: 95,621 of the remaining shares subject to option will vest on 2/15/14.