Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDED FILING NORTHROP GRUMMAN CORPORATION (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 666807102 (CUSIP NUMBER) 09/30/2016 (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 CONTAINTING 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).

THIS AMENDMENT IS BEING FILED TO CORRECT AN INADVERTENT ERROR WITH RESPECT TO THE NUMBER OF SHARES REPORTED AS BENEFICIALLY OWNED AS OF SEPTEMBER 30, 2016. THIS AMENDMENT DOES NOT UPDATE ANY INFORMATION AS OF A DATE SUBSEQUENT TO SEPTEMBER 30, 2016. CUSIP NO: 666807102 13G/A Page 2 of 8 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 19,691,432 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 19,691,432 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,691,432 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 11.0% 12. TYPE OF REPORTING PERSON HCCUSIP NO: 666807102 13G/A Page 3 of 8 Pages 1. NAME OF REPORTING PERSON: STATE STREET BANK AND TRUST COMPANY ACTING IN VARIOUS CAPACITIES 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 17,572,529 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 17,572,529 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,572,529* 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 7.2% 12. TYPE OF REPORTING PERSON BK *4,663,014 SHARES IN VARIOUS CAPACITIES 12,909,515 SHARES AS TRUSTEE AND INVESTMENT MANAGER OF THE NORTHROP GRUMMAN SAVINGS PLAN AND FINANCIAL SECURITY AND SAVINGS PROGRAMCUSIP NO: 666807102 13G/A Page 4 of 8 Pages ITEM 1. (A) NAME OF ISSUER NORTHROP GRUMMAN CORPORATION (B) ADDRESS OF ISSUER`S PRINCIPAL EXECUTIVE OFFICES 2980 FAIRVIEW PARK DRIVE FALLS CHURCH, VA 22042 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: 666807102 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 IC INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE INVESTMENT COMPANY ACT OF 1940. 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. CUSIP NO: 666807102 13G/A Page 5 of 8 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 AND 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 7.2% OF COMMON STOCK OF NORTHROP GRUMMAN. IN THIS CAPACITY, STATE STREET BANK AND TRUST COMPANY HAS DISPOSITIVE POWER AND VOTING 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 MEMEBERS OF THE GROUP NOT APPLICABLE ITEM 9. NOTICE OF DISSOLUTION OF GROUP NOT APPLICABLECUSIP NO: 666807102 13G/A Page 6 of 8 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. 12 OCTOBER 2016 STATE STREET CORPORATION /s/ SEAN P. NEWTH SENIOR VICE PRESIDENT, CHIEF ACCOUNTING OFFICER AND CONTROLLER 12 OCTOBER 2016 STATE STREET BANK AND TRUST COMPANY /s/ ALYSSA ALBERTELLI SENIOR VICE PRESIDENTCUSIP NO: 666807102 13G/A Page 7 of 8 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 COMMON STOCK. 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 COMPANY BK SSGA FUNDS MANAGEMENT, INC IA STATE STREET GLOBAL ADVISORS LIMITED IA STATE STREET GLOBAL ADVISORS LTD IA STATE STREET GLOBAL ADVISORS, AUSTRALIA LIMITED IA STATE STREET GLOBAL ADVISORS, ASIA LIMITED IA STATE STREET GLOBAL ADVISORS JAPAN CO., LTD. IA STATE STREET GLOBAL ADVISORS FRANCE S.A. IA STATE STREET GLOBAL ADVISORS IRELAND LIMITED IA NOTE: ALL OF THE LEGAL ENTITIES ABOVE ARE DIRECT OR INDIRECT SUBSIDIARIES OF STATE STREET CORPORATION. BENEFICIAL OWNERSHIP FOR STATE STREET BANK AND TRUST COMPANY IS REPORTED ON ITS OWN REPORTING PERSON COVER PAGE BECAUSE IT BENEFICIALLY OWNS MORE THAT FIVE PERCENT OF THE ISSUERS COMMON STOCK. DO NOT ADD THE SHARES OR PERCENT OF CLASS REPORTED ON EACH REPORTING PERSONS COVER PAGE OF THE ATTACHED SCHEDULE 13G TO DETERMINE THE TOTAL PERCENT OF CLASS BENEFICIALLY OWNED BY STATE STREET CORPORATION, AS THAT WILL RESULT IN DOUBLE COUNTING OF CERTAIN SHARES.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. 12 OCTOBER 2016 STATE STREET CORPORATION /s/ SEAN P. NEWTH SENIOR VICE PRESIDENT, CHIEF ACCOUNTING OFFICER AND CONTROLLER12 OCTOBER 2016 STATE STREET BANK AND TRUST COMPANY /s/ ALYSSA ALBERTELLI SENIOR VICE PRESIDENT