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SCHEDULE 13G
Amendment No. 0
Northrop Grumman Corporation
Common Stock
Cusip #666807102
Cusip #666807102
Item 1: Reporting Person - FMR Corp.
Item 4: Commonwealth of Massachusetts
Item 5: 1,181,014
Item 6: 0
Item 7: 6,683,783
Item 8: 0
Item 9: 6,683,783
Item 11: 7.036%
Item 12: HC
Cusip #666807102
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 6,683,783
Item 8: 0
Item 9: 6,683,783
Item 11: 7.036%
Item 12: IN
Cusip #666807102
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: None
Item 6: None
Item 7: 6,683,783
Item 8: None
Item 9: 6,683,783
Item 11: 7.036%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Northrop Grumman Corporation
Item 1(b). Name of Issuer's Principal Executive Offices:
1840 Century Park East
Los Angeles, CA 90067
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
666807102
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR Corp., is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 6,683,783
(b) Percent of Class: 7.036%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 1,181,014
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 6,683,783
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of Northrop Grumman
Corporation. No one person's interest in the Common Stock
of Northrop Grumman Corporation is more than five percent
of the total outstanding Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit(s) A, B, and C.
Item 8. Identification and Classification of Members of
the Group.
Not Applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule
13G in connection with FMR Corp.'s beneficial ownership of
the Common Stock of Northrop Grumman Corporation at
December 31, 2001 is true, complete and correct.
February 14, 2002
Date
/s/Eric D. Roiter
Signature
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997 by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule
13G, Fidelity Management & Research Company
("Fidelity"), 82 Devonshire Street, Boston, Massachusetts
02109, a wholly-owned subsidiary of FMR Corp. and an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, is the beneficial owner of
5,481,635 shares or 5.770% of the Common Stock
outstanding of Northrop Grumman Corporation ("the
Company") as a result of acting as investment adviser to
various investment companies registered under Section 8 of
the Investment Company Act of 1940. The number of shares
of Common Stock of Northrop Grumman Corporation owned
by the investment companies at December 31, 2001 included
1,162,780 shares of Common Stock resulting from the
assumed conversion of 1,029,100 shares of NORTHROP
GRUMMAN $7.25 CV PFD (1.1299 shares of Common
Stock for each share of Convertible Preferred Stock).
Edward C. Johnson 3d, FMR Corp., through its
control of Fidelity, and the funds each has sole power to
dispose of the 5,481,635 shares owned by the Funds.
Neither FMR Corp. nor Edward C. Johnson 3d,
Chairman of FMR Corp., has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, 82 Devonshire
Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, is the
beneficial owner of 665,612 shares or 0.701% of the
Common Stock outstanding of the Company as a result of its
serving as investment manager of the institutional account(s).
The number of shares of Common Stock of Northrop
Grumman Corporation owned by the institutional account(s)
at December 31, 2001 included 34,237 shares of Common
Stock resulting from the assumed conversion of 30,300
shares of NORTHROP GRUMMAN $7.25 CV PFD (1.1299
shares of Common Stock for each share of Convertible
Preferred Stock).
Edward C. Johnson 3d and FMR Corp., through its
control of Fidelity Management Trust Company, each has
sole dispositive power over 665,612 shares and sole power to
vote or to direct the voting of 642,912 shares, and no power
to vote or to direct the voting of 22,700 shares of Common
Stock owned by the institutional account(s) as reported
above.
Strategic Advisers, Inc., 82 Devonshire Street,
Boston, MA 02109, a wholly-owned subsidiary of FMR
Corp. and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940, provides investment
advisory services to individuals. It does not have sole power
to vote or direct the voting of shares of certain securities held
for clients and has sole dispositive power over such
securities. As such, FMR Corp.'s beneficial ownership
includes 2,327 shares, or 0.002%, of the Common Stock
stock outstanding of Northrop Grumman Corporation,
beneficially owned through Strategic Advisers, Inc.
Geode Capital Management, LLC, 53 State Street,
Boston, Massachusetts 02109, a Delaware limited liability
company ("Geode LLC"), is the beneficial owner of 1,600
shares or 0.002% of the outstanding common stock of the
Company. Geode LLC is wholly-owned by Fidelity
Investors III Limited Partnership ("FILP III"), a Delaware
limited partnership. Fidelity Investors Management, LLC
("FIML"), a Delaware limited liability company, is the
general partner and investment manager of FILP III, and is an
investment manager registered under Section 203 of the
Investment Advisers Act of 1940. The managers of Geode
LLC, the members of FIML and the limited partners of FILP
III are certain shareholders and employees of FMR Corp.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of
FMR Corp., representing approximately 49% of the voting
power of FMR Corp. Mr. Johnson 3d owns 12.0% and
Abigail Johnson owns 24.5% of the aggregate outstanding
voting stock of FMR Corp. Mr. Johnson 3d is Chairman of
FMR Corp. and Abigail P. Johnson is a Director of FMR
Corp. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting
agreement under which all Class B shares will be voted in
accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common
s