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

Aug 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-08-13

Reporting Person: Caylor Mark A (Corp VP & Pres ESS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-13	Common Stock	M	1312.0000	$43.0800	Acquired	1312.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-13	Stock Option (Right-to-buy)	$43.0800	M	1312.0000	Disposed	2013-08-20	Common Stock (1312.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32.0610	Indirect

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 8, 2013.

F2: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of August 13, 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.