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

May 10, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-05-08

Reporting Person: FLACH GLORIA A (Corp. VP & Pres Electronic Sys)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-08	Common Stock	M	3281.0000	$43.0800	Acquired	36159.0000	Direct
2013-05-08	Common Stock	S	12451.0000	$77.2700	Disposed	23708.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-08	Stock Option (Right-to-buy)	$43.0800	M	3281.0000	Disposed	2013-08-20	Common Stock (3281.0000)	Direct

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 March 5, 2013.

F2: Represents the weighted average sale price of $77.27 rounded to the nearest hundredth. The highest price at which the shares were sold was $77.44 and the lowest price at which the shares were sold was $77.10. 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.

F3: The option is fully exercisable.