UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDED FILING
NORTHROP GRUMMAN CORP
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
666807102
(CUSIP NUMBER)
12/31/2018
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS
SCHEDULE IS FILED:
(X) RULE 13D-1 (B)
( ) RULE 13D-1 (C)
( ) RULE 13D-1 (D)
*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A
REPORTING PERSON`S INITIAL FILING ON THIS FORM WITH RESPECT TO THE
SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT
CONTAINING INFORMATION WHICH WOULD ALTER THE DISCLOSURES PROVIDED
IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL
NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE
SECURITIES EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE
LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL
OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES).
CUSIP NO: 666807102 13G Page 2 of 9 Pages
1. NAME OF REPORTING PERSON: STATE STREET CORPORATION
I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON: 04-2456637
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NOT APPLICABLE
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
BOSTON, MASSACHUSETTS
5. SOLE VOTING POWER
0 SHARES
6. SHARED VOTING POWER
17,171,242
7. SOLE DISPOSITIVE POWER
0 SHARES
8. SHARED DISPOSITIVE POWER
17,678,111
9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,679,908
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.2%
12. TYPE OF REPORTING PERSON
HC
CUSIP NO: 666807102 13G Page 3 of 9 Pages
1. NAME OF REPORTING PERSON:
STATE STREET BANK & TRUST COMPANY
I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON: 04-1867445
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NOT APPLICABLE
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0 SHARES
6. SHARED VOTING POWER
11,130,319
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
602
9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,921*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.41%
12. TYPE OF REPORTING PERSON
BK
*602 SHARES IN VARIOUS CAPACITIES
11,130,319 SHARES AS TRUSTEE OF THE NORTHROP GRUMMAN SAVINGS
PLAN AND FINANCIAL SECURITY AND SAVINGS PROGRAM
CUSIP NO: 666807102 13G Page 4 of 9 Pages
1. NAME OF REPORTING PERSON:
STATE STREET GLOBAL ADVISORS TRUST COMPANY
I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON: 81-4017137
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NOT APPLICABLE
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0 SHARES
6. SHARED VOTING POWER
3,825,900
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
15,279,936
9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,280,436*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.8%
12. TYPE OF REPORTING PERSON
IA
*3,825,900 SHARES IN VARIOUS CAPACITIES
11,130,319 SHARES AS INVESTMENT MANAGER OF THE NORTHROP GRUMMAN SAVINGS PLAN
AND FINANCIAL SECURITY AND SAVINGS PROGRAM
CUSIP NO: 666807102 13G Page 5 of 9 Pages
ITEM 1.
(A) NAME OF ISSUER
NORTHROP GRUMMAN CORP
(B) ADDRESS OF ISSUER`S PRINCIPAL EXECUTIVE OFFICES
2980 Fairview Park Drive, Falls Church, VA, 22042, United States
ITEM 2.
(A) NAME OF PERSON FILING
STATE STREET CORPORATION AND ANY OTHER REPORTING PERSON
IDENTIFIED ON THE SECOND PART OF THE COVER PAGES HERETO
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IN NONE,
RESIDENCE
STATE STREET FINANCIAL CENTER
ONE LINCOLN STREET
BOSTON, MA 02111
(FOR ALL REPORTING PERSONS)
(C) CITIZENSHIP: SEE ITEM 4 (CITIZENSHIP OR PLACE OF
ORGANIZATION) OF COVER PAGES
(D) TITLE OF CLASS OF SECURITIES
COMMON STOCK
(E) CUSIP NUMBER:
87612E106
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
SEE ITEM 12(TYPE OF REPORTING PERSON) OF THE COVER PAGE
FOR EACH REPORTING PERSON AND THE TABLE BELOW, WHICH EXPLAINS
THE MEANING OF THE TWO LETTER SYMBOLS APPEARING IN ITEM 12 OF
THE COVER PAGES.
SYMBOL CATEGORY
BK BANK AS DEFINED IN SECTION 3(A) (6) OF THE ACT.
IC INSURANCE COMPANY AS DEFINED IN SECTION 3 (A) (19)
OF THE ACT (15 U.S.C. 78c).
IC INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF
THE INVESTMENT COMPANY ACT OF 1940 (15 U.S.C 80a-8).
IA AN INVESTMENT ADVISOR IN ACCORDANCE WITH RULE
13D-1(B) (1) (II) (E).
EP AN EMPLOYEE BENEFIT PLAN OR ENDOWMENT FUND IN
ACCORDANCE WITH RULE 13D-1(B) (1) (II) (F) .
HC A PARENT HOLDING COMPANY OR CONTROL PERSON IN
ACCORDANCE WITH RULE 13D-1(B)(1)(II) (G).
SA A SAVINGS ASSOCIATIONS AS DEFINED IN SECTION 3(B)
OF THE FEDERAL DEPOSIT INSURANCE ACT (12 U.S.C. 1813).
CP A CHURCH PLAN THAT IS EXCLUDED FROM THE DEFINITION OF
AN INVESTMENT COMPANY UNDER SECTION 3(C)(14) OF THE
INVESTMENT COMPANY ACT OF 1940 (15U.S.C. 80A-3).
CUSIP NO: 666807102 13G Page 6 of 9 Pages
ITEM 4. OWNERSHIP
THE INFORMATION SET FORTH IN ROWS 5 THROUGH 11 OF THE COVER PAGE
HERETO FOR EACH OF THE REPORTING PERSONS IS INCORPORATED
HEREIN BY REFERENCE.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS
NOT APPLICABLE
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
ALL OF THE SECURITIES ARE BENEFICIALLY OWNED BY STATE STREET CORPORATION
AND ITS DIRECT OR INDIRECT SUBSIDIARIES IN THEIR VARIOUS FIDUCIARY AND OTHER
CAPACITIES. AS A RESULT, ANOTHER ENTITY IN EVERY INSTANCE IS ENTITLED TO
DIVIDENDS OR PROCEEDS OF SALE. STATE STREET BANK AND TRUST COMPANY IS
THE TRUSTEE FOR AND STATESTREET GLOBAL ADVISORS TRUST COMPANY IS THE
INVESTMENT MANAGER FOR THE NORTHROP GRUMMAN CORP. COMMON STOCK IN THE
NORTHROP GRUMMAN SAVINGS PLAN AND THE NORTHROP GRUMMAN FINANCIAL SECURITY
AND SAVINGS PROGRAM WHICH BENEFICIALLY OWN 6.56% OF COMMON STOCK OF
NORTHROP GRUMMAN. IN THESE CAPACITIES, STATE STREET BANK AND TRUST COMPANY
HAS VOTINGPOWER AND STATE STREET GLOBAL ADVISORS TRUST COMPANY HAS
DISPOSITIVE POWER OVER THE SHARES IN CERTAIN CIRCUMSTANCES.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON
SEE EXHIBIT 1 ATTACHED HERETO
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE
CUSIP NO: 666807102 13G Page 7 of 9 Pages
ITEM 10. CERTIFICATION
BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE
AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED AND ARE
HELD IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED AND ARE
NOT HELD FOR THE PURPOSE OR WITH THE EFFECT OF CHANGING OR INFLUENCING
THE CONTROL OF THE ISSUER OF THE SECURITIES AND WERE NOT ACQUIRED AND
ARE NOT HELD IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION
HAVING THAT PURPOSE OR EFFECT.
SIGNATURES
AFTER REASONABLE INQUIRY AND TO THE BEST OF HIS KNOWLEDGE AND
BELIEF, EACH OF THE UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH
IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT.
FEBRUARY 11, 2019
STATE STREET CORPORATION
STATE STREET BANK & TRUST COMPANY
/S/ IAN W APPLEYARD
GLOBAL CONTROLLER AND CHIEF ACCOUNTING OFFICER
FEBRUARY 8, 2019
STATE STREET GLOBAL ADVISORS TRUST COMPANY
/S/ CHRISTOPHER MICAH BAKER
MANAGING DIRECTOR
CUSIP NO: 666807102 13G Page 8 of 9 Pages
EXHIBIT 1
THE FOLLOWING TABLE LISTS THE IDENTITY AND ITEM 3 CLASSIFICATION
OF EACH SUBSIDIARY OF STATE STREET CORPORATION, THE PARENT HOLDING
COMPANY, THAT BENEFICIALLY OWNS THE ISSUER`S SECURITIES. PLEASE
REFER TO ITEM 3 OF THE ATTACHED SCHEDULE 13G FOR A DESCRIPTION OF
EACH OF THE TWO-LETTER SYMBOLS REPRESENTING THE ITEM 3 CLASSIFICATION
BELOW.
SUBSIDIARY ITEM 3 CLASSIFICATION
STATE STREET BANK AND TRUST BK
SSGA FUNDS MANAGEMENT, INC. IA
STATE STREET GLOBAL ADVISORS LIMITED (UK) IA
STATE STREET GLOBAL ADVISORS LTD (CANADA) IA
STATE STREET GLOBAL ADVISORS, AUSTRALIA LIMITED IA
STATE STREET GLOBAL ADVISORS (JAPAN) CO., LTD IA
STATE STREET GLOBAL ADVISORS ASIA LTD IA
STATE STREET GLOBAL ADVISORS SINGAPORE LTD IA
STATE STREET GLOBAL ADVISORS GmbH IA
STATE STREET GLOBAL ADVISORS IRELAND LIMITED IA
STATE STREET GLOBAL ADVISORS TRUST COMPANY IA
NOTE: ALL OF THE LEGAL ENTITIES ABOVE ARE DIRECT OR INDIRECT SUBSIDIARIES
OF STATE STREET CORPORATION.
CUSIP NO: 666807102 13G Page 9 of 9 Pages
JOINT FILING AGREEMENT
IN ACCORDANCE WITH RULE 13D-1(K)(1) UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED (THE EXCHANGE ACT), EACH UNDERSIGNED ENTITY (EACH A
COMPANY) HEREBY AGREES TO ANY AND ALL JOINT FILINGS REQUIRED TO BE MADE
ON THE COMPANY`S BEHALF ON SCHEDULE 13G (INCLUDING AMENDMENTS THERETO)
UNDER THE EXCHANGE ACT, WITH RESPECT TO SECURITIES WHICH MAY BE DEEMED
TO BE BENEFICIALLY OWNED BY THE COMPANY UNDER THE EXCHANGE ACT, AND
THAT THIS AGREEMENT BE INCLUDED AS AN EXHIBIT TO ANY SUCH JOINT FILING.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS ALL OF
WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
IN WITNESS WHEREOF, EACH COMPANY HEREBY EXECUTES THIS AGREEMENT
EFFECTIVE AS OF THE DATE SET FORTH BELOW.
FEBRUARY 11, 2019
STATE STREET CORPORATION
STATE STREET BANK & TRUST COMPANY
/S/ IAN W APPLEYARD
GLOBAL CONTROLLER AND CHIEF ACCOUNTING OFFICER
FEBRUARY 8, 2019
STATE STREET GLOBAL ADVISORS TRUST COMPANY
/S/ CHRISTOPHER MICAH BAKER
MANAGING DIRECTOR
Information Classification: General
Information Classification: General