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

Aug 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-08-14

Reporting Person: PALMER JAMES F (Corp. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-14	Common Stock	M	190243.0000	$54.4600	Acquired	340742.0000	Direct
2013-08-14	Common Stock	F	147862.0000	$94.8700	Disposed	192880.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-14	Stock Option (Right-to-buy)	$54.4600	M	190243.0000	Disposed	2017-02-16	Common Stock (190243.0000)	Direct

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: The reporting person received two option grants at $54.46 on 2/16/10: (1) option grant of 283,066, of which 141,533 shares are fully exercisable and the remaining shares subject to option will vest on 2/16/14; and (2) option grant of 146,126, of which 48,710 shares remained and are fully exercisable.