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: PALMER JAMES F (Corp. VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-05	Common Stock	S	34623.0000	$163.4300	Disposed	241224.0000	Direct

Footnotes

F1: 32,923 of the shares sold were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: Represents the weighted average sale price of $163.43 rounded to the nearest hundredth. The highest price at which the shares were sold was $164.56 and the lowest price at which the shares were sold was $162.85. 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.