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Filing Details

Accession Number:: 0001181431-11-029702
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-05-13 18:20:40
Reporting Period:: 2011-05-11

Filing Date:: 2011-05-13
Accepted Time:: 2011-05-13 17:20:40
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	Disposition	2011-05-11	14,749	$64.92	10,154	No	4	S	Indirect	Trustee: G & M Ervin Family Trust Dated 5/27/06

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	Trustee: G & M Ervin Family Trust Dated 5/27/06

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	112,446	Direct
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).
Reflects an adjusted balance from 137,348.5 to 112,445.5 for decrease of total of 24,903 shares of Issuer transferred from direct holdings of Reporting Person to Reporting Person's indirectly held G & M Ervin Family Trust Dated May 27, 2006 as follows: 5,089 shared on April 15, 2009; 5,065 shares on April 23, 2008; and 14,749 shares on May 9, 2011.
Held in the Northrop Grumman Savings and Investment 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.
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.