SC 13G/A 1 NORTHROP_GRUMMAN_CORP.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL FILING NORTHROP GRUMMAN CORP (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 666807102 (CUSIP NUMBER) 12/31/2020 (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 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 15,636,757 7. SOLE DISPOSITIVE POWER 0 SHARES 8. SHARED DISPOSITIVE POWER 16,097,110 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,098,467 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 9.66% 12. TYPE OF REPORTING PERSON HC CUSIP NO: 666807102 13G PAGE 3 OF 8 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 BOSTON, MASSACHUSETTS 5. SOLE VOTING POWER 0 SHARES 6. SHARED VOTING POWER 3,268,922 7. SOLE DISPOSITIVE POWER 0 SHARES 8. SHARED DISPOSITIVE POWER 13,410,890 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,411,390* 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 8.04% 12. TYPE OF REPORTING PERSON IA *3,518,118 shares in various capacities, and 9,893,272 shares as investment manager of the Northrop Grumman Savings Plan and Financial Security and Savings Plan CUSIP NO: 666807102 13G PAGE 4 OF 8 PAGES 1. NAME OF REPORTING PERSON: STATE STREET BANK AND 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 BOSTON, MASSACHUSETTS 5. SOLE VOTING POWER 0 SHARES 6. SHARED VOTING POWER 9,893,874 7. SOLE DISPOSITIVE POWER 0 SHARES 8. SHARED DISPOSITIVE POWER 602 SHARES 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,893,874** 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 5.93% 12. TYPE OF REPORTING PERSON BK **602 shares in various capacities, and 9,893,272 shares as trustee of the Northrop Grumman Savings Plan and Financial Security and Savings Plan CUSIP NO: 666807102 13G PAGE 5 OF 8 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 STATE STREET BANK AND TRUST COMPANY STATE STREET GLOBAL ADVISORS TRUST COMPANY (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 PAGE 6 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 OR 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 STATE STREET GLOBAL ADVISORS 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 PLAN WHICH TOGETHER BENEFICIALLY OWNS 5.93% OF THE COMMON STOCK OF NORTHROP GRUMMAN. IN THESE CAPACITIES, STATE STREET BANK AND TRUST COMPANY HAS VOTING POWER AND STATE STREET GLOBAL ADVISORS HAS DISPOSITIVE POWER OVER THE SHARES IN THE 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 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. STATE STREET CORPORATION STATE STREET BANK AND TRUST COMPANY ELIZABETH SCHAEFER SENIOR VICE PRESIDENT, DEPUTY CONTROLLER STATE STREET GLOBAL ADVISORS TRUST COMPANY CHRISTOPHER MICAH BAKER SENIOR MANAGING DIRECTOR 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 COMPANY 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 8 OF 8 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. STATE STREET CORPORATION STATE STREET BANK AND TRUST COMPANY ELIZABETH SCHAEFER SENIOR VICE PRESIDENT, DEPUTY CONTROLLER STATE STREET GLOBAL ADVISORS TRUST COMPANY CHRISTOPHER MICAH BAKER SENIOR MANAGING DIRECTOR