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Filing Details

Accession Number:: 0001181431-11-027595
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-05-05 19:36:39
Reporting Period:: 2011-05-03

Filing Date:: 2011-05-05
Accepted Time:: 2011-05-05 19:36:39
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1133421	Northrop Grumman Corp	NOC	Search, Detection, Navagation, Guidance, Aeronautical Sys (3812)	954840775

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1413305	W. Gary Ervin	1840 Century Park East Los Angeles CA 90067	Corp Vp & Pres Aerospace Sys	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2011-05-03	45,000	$41.14	182,349	No	4	M	Direct
Common Stock	Disposition	2011-05-03	45,000	$64.83	137,349	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (Right-to-Buy)	Disposition	2011-05-03	45,000	$41.14	45,000	$41.14

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
92,869	2010-02-17	2016-02-17	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	6,528	Indirect	See footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	SEP Unit	$0.00			12,077	12,077	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	12,077	12,077	Direct

Footnotes

Total amount includes 23,953 unvested Restricted Performance Stock Rights ("RPSRs") granted under the 2001 Long-Term Incentive Stock Plan ("LTISP") on 2/17/09, with a valuation of performance measurement period ("measurement period") ending on 12/31/11; 34,562 unvested RPSRs granted under the LTISP on 2/16/10, with the measurement period ending on 12/31/12; 16,853 unvested RPSRs granted under the LTISP on 2/15/11, with the measurement period ending on 12/31/13; 16,853 Restricted Stock Rights ("RSRs") granted under the LTISP on 2/15/11 and cliff vests 100% from the fourth anniversary of the grant date on 2/15/15; and 20,224 RSRs granted under the LTISP on 2/15/11 and cliff vests from the fourth anniversary of the grant date on 2/15/15. Grants awarded pursuant to Rule 16b-3(d).
Represents the weighted average sale price of $64.83 rounded to the nearest hundredths. The highest price at which the shares sold was $64.96 and the lowest price at which the shares sold was $64.82.
Held in the Northrop Grumman Savings and Investment Plan, a qualified profit sharing plan, as of January 28, 2011. 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.
The option was first exercisable on 2/17/2010 and it has one remaining annual installment equal to one-third (33%) of the original grant, vesting on 2/17/12.
SEP units credited under the Northrop Grumman Savings Excess Plan (the "SEP Plan"), a non-qualified deferred compensation plan, as of March 31, 2011. The value of each unit is based on the price of Issuer common stock, although share totals with respect to the SEP Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.
SEP units are payable in cash following termination of the Reporting Person's employment with the Issuer.