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Filing Details

Accession Number:: 0001181431-11-027607
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-05-05 20:16:26
Reporting Period:: 2011-05-04

Filing Date:: 2011-05-05
Accepted Time:: 2011-05-05 20:16:26
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
1425725	A Linda Mills	1840 Century Park East Los Angeles CA 90067	Corp. Vp & Pres Info 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	2011-05-04	8,750	$47.99	100,589	No	4	M	Direct
Common Stock	Disposition	2011-05-04	8,750	$65.07	91,839	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	2011-05-04	8,750	$47.99	8,750	$47.99

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2005-06-14	2014-06-14	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	14,852	Indirect	Linda Anne Mills Living Trust U/A 3/27/00
Common Stock	8,767	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			964	964	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	964	964	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; 31,719 unvested RPSRs granted under the LTISP on 2/16/10, with the measurement period ending on 12/31/12; 15,168 unvested RPSRs granted under the LTISP on 2/15/11, with the measurement period ending on 12/31/13; and 15,168 Restricted Stock Rights granted under the LTISP on 2/15/11 and cliff vests 100% on the fourth anniversary from the grant date on 2/15/15. Grants awarded pursuant to Rule 16b-3(d).
Represents the weighted average sale price of $65.07 rounded to the nearest hundredths. The highest price at which the shares sold was $65.081 and the lowest price at which the shares sold was $65.060.
Amount includes total 894.5921 dividend reinvestment shares acquired through March 2011 which transactions are exempt from Section 16 and not reportable under Rule 16a-11.
Held in the Northrop Grumman Savings and Investment Plan, a qualified profit sharing plan, as of March 31, 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 6/14/2005 and has no remainaing installments.
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.