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

Feb 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2015-02-20

Reporting Person: Hardesty Michael A (Corp VP, Controller & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-20	Common Stock	S	4172.0000	$171.2900	Disposed	12376.4100	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	381.7940	Indirect

Footnotes

F1: Represents the weighted average sale price of $171.29 rounded to the nearest hundredth. The highest price at which the shares were sold was $171.30 and the lowest price at which the shares were sold was $171.26. 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.

F2: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 20, 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.