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

May 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2015-05-04

Reporting Person: BUSH WESLEY G (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-04	Common Stock	S	30000.0000	$156.2300	Disposed	30000.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50744.0000	Indirect
Common Stock	5316.1300	Indirect
Common Stock	50745.0000	Indirect
Common Stock	304780.0000	Indirect

Footnotes

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

F2: Represents the weighted average sale price of $156.23 rounded to the nearest hundredth. The highest price at which the shares were sold was $157.36 and the lowest price at which the shares were sold was $155.57. 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.