Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL FILING NORTHROP GRUMMAN CORPORATION (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 666807102 (CUSIP NUMBER) 12/31/2016 (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 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 7 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 19,930,441 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 19,930,441 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,930,441 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 11.31% 12. TYPE OF REPORTING PERSON HCCUSIP NO: 666807102 13G Page 3 of 7 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 17,490,532 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 17,490,532 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,490,532 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 9.92% 12. TYPE OF REPORTING PERSON BK *7,346,556 SHARES IN VARIOUS CAPACITIES 12,583,885 SHARES AS TRUSTEE AND INVESTMENT MANAGER OF THE NORTHROP GRUMMAN SAVINGS PLAN AND FINANCIAL SECURITY AND SAVINGS PROGRAMCUSIP NO: 666807102 13G Page 7 of 7 Pages JOINT FILING AGREEMENTIN 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 6, 2017 STATE STREET CORPORATION /S/ SEAN P. NEWTH SENIOR VICE PRESIDENT, CHIEF ACCOUNTING OFFICER AND CONTROLLER FEBRUARY 13, 2017 STATE STREET BANK AND TRUST COMPANY /S/ ALYSSA A. ALBERTELLI SENIOR VICE PRESIDENT