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

Nov 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-11-01

Reporting Person: FRASER DARRYL M (Corp VP, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-01	Common Stock	S	7200.0000	$108.7060	Disposed	31077.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3740.7872	Indirect

Footnotes

F1: Represents the weighted average sale price of $108.71 rounded to the nearest hundredth. The highest price at which the shares were sold was $108.87 and the lowest price at which the shares were sold was $108.55. 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.