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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No: )
NORTHROP GRUMMAN CORP SHS
- --------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------
(Title of Class of Securities)
666807102
- --------------------------------------------------------
(CUSIP Number)
December 31, 2009
- --------------------------------------------------------
(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
(1)Names of reporting persons. BlackRock, Inc.
This Amendment to Schedule 13G (this "Amendment")
is filed by BlackRock, Inc. ("BlackRock"). It amends
the most recent Schedule 13G filing, if any, made by
BlackRock and the most recent Schedule 13G filing,
if any, made by Barclays Global Investors, NA and
certain of its affiliates (Barclays Global Investors, NA
and such affiliates are collectively referred to as the
"BGI Entities") with respect to the subject class
of securities of the above-named issuer. As previously
announced, on December 1, 2009 BlackRock
completed its acquisition of Barclays Global Investors
from Barclays Bank PLC. As a result, [substantially all of]
the BGI Entities are now included as subsidiaries of
BlackRock for purposes of Schedule 13G filings.
(2) Check the appropriate box if a member of a group
(a)
(b)
(3) SEC use only
(4) Citizenship or place of organization
Delaware
Number of shares beneficially owned by each reporting person with:
(5)Sole voting power
24836530
(6)Shared voting power
None
(7)Sole dispositive power
24836530
(8)Shared dispositive power
None
(9)Aggregate amount beneficially owned by each reporting person
24836530
(10)Check if the aggregate amount in Row (9) excludes certain shares
(11)Percent of class represented by amount in Row 9
7.92%
(12)Type of reporting person
HC
Item 1.
Item 1(a) Name of issuer:
- -----------------------------------------------------------------------
NORTHROP GRUMMAN CORP SHS
Item 1(b) Address of issuer's principal executive offices:
- -----------------------------------------------------------------------
1840 Century Park East
Los Angeles CA 90067
Item 2.
2(a) Name of person filing:
- ----------------------------------------------------------------------
BlackRock, Inc.
This Amendment to Schedule 13G (this "Amendment")
is filed by BlackRock, Inc. ("BlackRock"). It amends
the most recent Schedule 13G filing, if any, made by
BlackRock and the most recent Schedule 13G filing,
if any, made by Barclays Global Investors, NA and
certain of its affiliates (Barclays Global Investors, NA
and such affiliates are collectively referred to as the
"BGI Entities") with respect to the subject class
of securities of the above-named issuer. As previously
announced, on December 1, 2009 BlackRock
completed its acquisition of Barclays Global Investors
from Barclays Bank PLC. As a result, [substantially all of]
the BGI Entities are now included as subsidiaries of
BlackRock for purposes of Schedule 13G filings.
2(b) Address or principal business office or, if none, residence:
- -----------------------------------------------------------------------
BlackRock Inc.
40 East 52nd Street
New York, NY 10022
2(c) Citizenship:
- --------------------------------------------------------------------
See Item 4 of Cover Page
2(d) Title of class of securities:
- -------------------------------------------------------------------
Common Stock
2(e) CUSIP No.:
See Cover Page
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
[ ] Broker or dealer registered under Section 15 of the Act;
[ ] Bank as defined in Section 3(a)(6) of the Act;
[ ] Insurance company as defined in Section 3(a)(19) of the Act;
[ ] Investment company registered under Section 8 of the
Investment Company Act of 1940;
[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
[ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
[X] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
[ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
[ ] 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;
[ ] A non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J);
[ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J), please specify the type of
institution:
Item 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
Amount beneficially owned:
24836530
Percent of class
7.92%
Number of shares as to which such person has:
Sole power to vote or to direct the vote
24836530
Shared power to vote or to direct the vote
None
Sole power to dispose or to direct the disposition of
24836530
Shared power to dispose or to direct the disposition of
None
Item 5.
Ownership of 5 Percent or Less of a Class. If this statement is being
filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than 5 percent of the
class of securities, check the following [ ].
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than 5 percent
of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan,
pension fund or endowment fund is not required.
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 CORP SHS.
No one person's interest in the common stock of
NORTHROP GRUMMAN CORP SHS
is more than five percent of the total outstanding common shares.
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 A
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in th