NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2015

Jan 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2014-12-31

Reporting Person: FAZIO VIC (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-31	Common Stock	J	315.0000	$147.3900	Acquired	35134.2390	Direct

Footnotes

F1: Represents shares of common stock deferred into a stock unit account, including dividends, pursuant to the Northrop Grumman 2011 Long-Term Incentive Stock Plan in a transaction exempt pursuant to Rule 16b-3.

F2: Amount includes (i) 14,792 shares of common stock (including 914 shares acquired under the Issuer's Dividend Reinvestment Plan through transaction date 12/31/14, which transactions are exempted from Section 16 and not reportable under rule 16a-11); and (ii) 20,342 shares of common stock held in a stock unit acount pursuant to the Northrop Grumman 2011 Long-Term Incentive Stock Plan and the 1993 Stock Plan for Non-Employee Directors.