UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 24, 2019

NORTHROP GRUMMAN CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE

1-16411

80-0640649

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer

of Incorporation or Organization)

Identification Number)

2980 Fairview Park Drive, Falls Church, VA 22042

(Address of principal executive offices)(Zip Code)

(703) 280-2900

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 2.02. Results of Operations and Financial Condition.

On April 24, 2019, Northrop Grumman Corporation issued an earnings release announcing its financial results for the quarter ended March 31, 2019, under the heading "Northrop Grumman Reports First Quarter 2019 Financial Results." The earnings release is furnished as Exhibit 99.

ITEM 9.01. Financial Statements and Exhibits.

(d)Exhibits

Furnished

Exhibit 99 - Earnings Release dated April 24, 2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NORTHROP GRUMMAN CORPORATION

(Registrant)

By:

/s/ Jennifer C. McGarey

(Signature)

Jennifer C. McGarey

Corporate Vice President and Secretary

Date: April 24, 2019

Exhibit Index

Exhibit No.

Exhibit 99 Furnished - Earnings Release dated April 24, 2019

Exhibit 99

News Release

Contact:

Tim Paynter (Media)

703-280-2720

timothy.paynter@ngc.com

Steve Movius (Investors)

703-280-4575

steve.movius@ngc.com

Northrop Grumman Reports First Quarter 2019 Financial Results

Q1 Sales Increase 22 Percent to $8.2 Billion

Q1 EPS Increase 6 Percent to $5.06

Strong Operational Performance at All Sectors

Q1 Net Awards Total $12.3 Billion; Backlog Increases 7 Percent to $57.3 Billion

2019 MTM-adjusted EPS1 Guidance Increased to $18.90 to $19.30

FALLS CHURCH, Va. - April 24, 2019 - Northrop Grumman Corporation (NYSE: NOC) reported first quarter 2019 sales increased 22 percent to $8.2 billion from $6.7 billion in the first quarter of 2018. First quarter 2019 net earnings increased 3 percent to $863 million from $840 million in the first quarter of 2018 reflecting strong performance and the addition of Innovation Systems, partially offset by $96 million of pre-tax intangible asset amortization and property, plant and equipment step-up depreciation. First quarter 2019 diluted earnings per share increased 6 percent to $5.06 from $4.79 in the first quarter of 2018, and reflect a 3 percent reduction in weighted average share count, primarily resulting from the $1 billion accelerated share repurchase completed in January 2019.

"In first quarter 2019, we achieved higher sales, improved performance and captured substantial new awards," said Kathy Warden, chief executive officer and president. "These results are a good start to the year and provide the building blocks for our future growth. With a continued emphasis on performance, we are sharpening our focus on operational efficiency and agility to bring the power of our portfolio to solve our customers' rapidly evolving needs."

Northrop Grumman Corporation

2980 Fairview Park Drive • Falls Church, VA 22042-4511

news.northropgrumman.com

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Northrop Grumman Corporation published this content on 24 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 24 April 2019 10:42:10 UTC