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NORTHROP GRUMMAN CORP /DE/ Director's Dealing 2013

May 3, 2013

29899_dirs_2013-05-03_9d749abd-e945-4b3b-87cd-d48844bb5409.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-05-02

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-05-02 Common Stock S 5939.0000 $75.6500 Disposed 6860.0000 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 473.9750 Indirect
Common Stock 4444.0080 Indirect

Footnotes

F1: Held in the Northrop Grumman Financial Security and Savings Program (the "FSSP Plan"), a qualified profit sharing plan, as of May 1, 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: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of May 1, 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.