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Filing Details

Accession Number:: 0001181431-12-010792
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-02-22 16:02:54
Reporting Period:: 2012-02-17

Filing Date:: 2012-02-22
Accepted Time:: 2012-02-22 16:02:54
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	2980 Fairview Park Drive Falls Church VA 22042	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
Common Stock	Acquisiton	2012-02-17	13,125	$52.48	33,560	No	4	M	Direct
Common Stock	Disposition	2012-02-17	13,125	$59.82	20,435	No	4	S	Direct
Common Stock	Acquisiton	2012-02-17	45,000	$41.14	65,435	No	4	M	Direct
Common Stock	Disposition	2012-02-17	45,000	$59.59	20,435	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

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	2012-02-17	13,125	$0.00	13,125	$52.48
Common Stock	Stock Option (Right-to-Buy)	Disposition	2012-02-17	45,000	$0.00	45,000	$41.14

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2012-08-20	No	4	M	Direct
47,869		2016-02-17	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	6,918	Indirect	See footnote
Common Stock	10,154	Indirect	Trustee: G&M Ervin Family Trust dated 5/27/06

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	SEP Units	$0.00			12,398	12,398	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	12,398	12,398	Direct

Footnotes

Represents the weighted average sale price of $59.82 rounded to the nearest hundredth. The highest price at which the shares sold was $59.98 and the lowest price at which the shares sold was $59.69. 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 ranges set forth in footnote (1) and (2) of this Form 4.
Represents the weighted average sale price of $59.59 rounded to the nearest hundredth. The highest price at which the shares sold was $60.01 and the lowest price at which the shares sold was $59.48.
Held in the Northrop Grumman Savings and Investment Plan, a qualified profit sharing plan, as of February 3, 2012. 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 is fully exercisable.
SEP units credited under the Northrop Grumman Savings Excess Plan (the "SEP Plan"), a non-qualified deferred compensation plan, as of February 13, 2012. 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.