0001181431-11-055593.txt : 20111109 0001181431-11-055593.hdr.sgml : 20111109 20111109163613 ACCESSION NUMBER: 0001181431-11-055593 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111107 FILED AS OF DATE: 20111109 DATE AS OF CHANGE: 20111109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLS LINDA A CENTRAL INDEX KEY: 0001425725 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16411 FILM NUMBER: 111192119 MAIL ADDRESS: STREET 1: C/O NORTHROP GRUMMAN CORPORATION STREET 2: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHROP GRUMMAN CORP /DE/ CENTRAL INDEX KEY: 0001133421 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 954840775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2980 FAIRVIEW PARK DRIVE STREET 2: C/O NORTHROP GRUMMAN CORP CITY: FALLS CHURCH STATE: VA ZIP: 22042 BUSINESS PHONE: 703-280-2900 MAIL ADDRESS: STREET 1: 2980 FAIRVIEW PARK DRIVE STREET 2: C/O NORTHROP GRUMMAN CORP CITY: FALLS CHURCH STATE: VA ZIP: 22042 FORMER COMPANY: FORMER CONFORMED NAME: NNG INC DATE OF NAME CHANGE: 20010129 4 1 rrd325258.xml FORM 4 X0304 4 2011-11-07 0 0001133421 NORTHROP GRUMMAN CORP /DE/ NOC 0001425725 MILLS LINDA A 2980 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 0 1 0 0 Corp. VP & Pres Info Sys Common Stock 2011-11-07 4 P 0 490 57.38 A 86498 D Common Stock 2011-11-07 4 P 0 884.866 58.24 A 10776.511 I See footnote Common Stock 21042.175 I Linda Anne Mills Living Trust U/A SEP Unit Common Stock 1258.106 1258.106 D Total amount includes 490 shares of common stock; 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 a measurement period ending on 12/31/12; 15,168 unvested RPSRs granted under the LTISP on 2/15/11, with a measurement period ending on 12/31/13; and 15,168 Restricted Stock Rights granted under the LTISP on 2/15/11 that will vest on 2/15/15. 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 November 8, 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. Amount includes 359.583 dividend reinvestment shares acquired from May 2011 through October 2011 which transactions are exempt from Section 16 and not reportable under Rule 16a-11. SEP units credited under the Northrop Grumman Savings Excess Plan (the "SEP Plan"), a non-qualified deferred compensation plan, as of November 8, 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. /s/ Jennifer C. McGarey, Attorney-in-Fact for Linda A. Mills 2011-11-09 EX-24. 2 rrd291365_329079.htm POWER OF ATTORNEY rrd291365_329079.html 
EXHIBIT 24

POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Sheila C. Cheston and Jennifer C. McGarey signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity as officer of Northrop Grumman Corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of May, 2011.



/s/ Linda A. Mills
Linda A. Mills