Description of notes
The following description of the notes offered by this prospectus supplement is intended to supplement and to the extent inconsistent to replace, the more
general terms and provisions of the senior debt securities described in the accompanying prospectus, to which we refer you. This description of the notes is only a summary and may not include all the information that is important to you. You should
read the indenture we refer to below and the notes for more details regarding our obligations and your rights with respect to the notes.
For
purposes of this section entitled Description of notes, references to we, our, us or similar references are to Northrop Grumman only, and not to any of its subsidiaries.
General
We will issue our %
Senior Notes due 20 (the 20 notes), % Senior Notes due 20 (the 20 notes) and %
Senior Notes due 20 (the 20 notes) under the indenture, dated as of November 21, 2001 (the base indenture), by and between Northrop Grumman and The Bank of New York Mellon,
as successor to JPMorgan Chase Bank, as trustee, as supplemented by the first supplemental indenture, dated as of July 30, 2009, the third supplemental indenture dated as of March 30, 2011, the fourth supplemental indenture, dated as of
March 30, 2011, and a twelfth supplemental indenture to be entered into between Northrop Grumman and the trustee (the supplemental indentures, together with the base indenture, the indenture).
The notes will be issued in three separate series of securities under the indenture in an initial aggregate principal amount of
$ , consisting of an initial aggregate principal amount of
$ of the 20 notes, an initial aggregate principal amount of
$ of the 20 notes and an initial aggregate principal amount of
$ of the 20 notes.
Payment of the
full principal amount of the 20 notes will be due on , 20 , payment of the full principal amount of the
20 notes will be due on , 20 and payment of the full principal amount of the 20
notes will be due on , 20 , in each case unless the notes are redeemed in whole or in part as described below under
Optional redemption.
The 20 notes will bear interest at the rate of % per annum,
the 20 notes will bear interest at the rate of % per annum and the 20 notes will bear interest at the rate of % per annum. We will pay interest on the
20 notes, the 20 notes and the 20 notes semi-annually in arrears on and
of each year, beginning on , 2024, until the principal
is paid or made available for payment, to the persons in whose names the notes are registered at the close of business on or
, as the case may be (in each case, whether or not a business day), immediately preceding the corresponding interest payment date. Interest on the notes
will accrue from , 2024. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. If any date on which interest is payable or the maturity date falls on a day that is not a business day, the payment will be made on the next business day as if it were made on the date the payment
was due, and no interest will accrue on the amount so payable for the period from and after that interest payment date or the maturity date, as the case may be.
The notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The notes will not be subject to a sinking fund and you will not be permitted to require us to redeem or repurchase the notes at your option.
Issuing additional notes
We may create and issue
additional notes of any series in an unlimited aggregate principal amount at any time and from time to time under the same indenture, without notice to or the consent of the holders or beneficial
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