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

Mar 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2015-03-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-05	Common Stock	S	3000.0000	$163.8880	Disposed	10867.6900	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33.0260	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of March 5, 2015. 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.