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: Perry David T (CVP Chief Global Bus Dev Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-12	Common Stock	S	1900.0000	$94.9619	Disposed	4960.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	476.5900	Indirect
Common Stock	4472.3160	Indirect

Footnotes

F1: Represents the weighted average sale price of $94.9619. The highest price at which the shares were sold was $94.963 and the lowest price at which the shares were sold was $94.961. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

F2: Held in the Northrop Grumman Financial Security and Savings Program (the "FSSP 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: 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.