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Filing Details

Accession Number:: 0001181431-11-028367
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-05-09 19:51:10
Reporting Period:: 2011-05-06

Filing Date:: 2011-05-09
Accepted Time:: 2011-05-09 19:51:10
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
1407937	Mark Rabinowitz	1840 Century Park East Los Angeles CA 90067	Corp. Vp & Treasurer	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
Common Stock	Acquisiton	2011-05-06	3,281	$43.08	40,258	No	4	M	Direct
Common Stock	Disposition	2011-05-06	3,281	$64.85	36,977	No	4	S	Direct
Common Stock	Acquisiton	2011-05-06	4,375	$47.99	41,352	No	4	M	Direct
Common Stock	Disposition	2011-05-06	4,375	$64.80	36,977	No	4	S	Direct
Common Stock	Acquisiton	2011-05-06	5,445	$41.14	42,422	No	4	M	Direct
Common Stock	Disposition	2011-05-06	5,445	$64.77	36,977	No	4	S	Direct
Common Stock	Acquisiton	2011-05-06	2,296	$52.48	39,273	No	4	M	Direct
Common Stock	Disposition	2011-05-06	2,296	$64.90	36,977	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
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	2011-05-06	3,281	$43.08	3,281	$43.08
Common Stock	Stock Option (Right-to-Buy)	Disposition	2011-05-06	4,375	$47.99	4,375	$47.99
Common Stock	Stock Option (Right-to-Buy)	Disposition	2011-05-06	5,445	$41.14	5,445	$41.14
Common Stock	Stock Option (Right-to-Buy)	Disposition	2011-05-06	2,296	$52.48	2,296	$52.48

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2004-08-20	2013-08-20	No	4	M	Direct
0	2005-06-14	2014-06-14	No	4	M	Direct
2,724	2010-02-17	2016-02-17	No	4	M	Direct
0	2003-08-20	2012-08-20	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	801	Indirect	See footnote

Footnotes

Total amount includes 10,855 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; and 12,979 unvested RPSRs granted under the LTISP on 2/16/10, with the measurement period ending on 12/31/12. Grants awarded pursuant to Rule 16b-3(d).
Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of April 29, 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.
Represents the weighted average sale price of $64.85 rounded to the nearest hundredths. The highest price at which the shares sold was $64.874 and the lowest price at which the shares sold was $64.842.
Represents the weighted average sale price of $64.80 rounded to the nearest hundredths. The highest price at which the shares sold was $64.835 and the lowest price at which the shares sold was $64.791.
Represents the weighted average sale price of $64.77 rounded to the nearest hundredths. The highest price at which the shares sold was $64.822 and the lowest price at which the shares sold was $64.751.
Represents the weighted average sale price of $64.90 rounded to the nearest hundredths. The highest price at which the shares sold was $64.911 and the lowest price at which the shares sold was $64.872.
Date option was first exercisable. There are no remaining options following this exercise.
This option was first exercisable on 2/17/10 and it has one remaining annual installment equal to one-third (33%) of the original grant, vesting on 2/17/12.