Item 1.01 Entry into a Material Definitive Agreement.
On December 1, 2016, Northrop Grumman Corporation (the Company) issued $750,000,000 in aggregate principal amount of 3.200% Senior Notes due
2027 (the Notes). The Notes were issued pursuant to an indenture (the Original Indenture), dated as of November 21, 2001, as supplemented by the first supplemental indenture, dated as of July 30, 2009 (the
First Supplemental Indenture), the third supplemental indenture, dated as of March 30, 2011 (the Third Supplemental Indenture), the fourth supplemental indenture, dated as of March 30, 2011 (the Fourth
Supplemental Indenture) and the seventh supplemental indenture, dated as of December 1, 2016 (the Seventh Supplemental Indenture) between the Company and The Bank of New York Mellon (the Trustee) (the Original
Indenture as supplemented by the First Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Seventh Supplemental Indenture, the Indenture). The Notes were sold pursuant to an Underwriting
Agreement, dated November 28, 2016, by and among the Company and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.
The Notes will mature on February 1, 2027. The Company may redeem the notes at its option, as a whole or in part, at any time or from time to time, at
the redemption prices described in the Final Prospectus Supplement filed with the Securities and Exchange Commission dated November 28, 2016 (the Final Prospectus Supplement). The Indenture governing the Notes contains certain
covenants, including covenants related to our ability to create liens, engage in certain sale and leaseback transactions and engage in certain transactions and asset sales. These covenants are subject to exceptions and qualifications.
The terms and conditions of the Notes are set forth in the Original Indenture, filed as an exhibit to the Companys current report on Form 8-K filed on
November 21, 2001, the First Supplemental Indenture, filed as an exhibit to the Companys current report on Form 8-K filed on July 30, 2009, the Third Supplemental Indenture, filed as an exhibit to the Companys quarterly report
on Form 10-Q for the quarter ended March 31, 2011, filed on April 27, 2011, the Fourth Supplemental Indenture, filed as an exhibit to the Companys quarterly report on Form 10-Q for the quarter ended March 31, 2011, filed on
April 27, 2011, and the Seventh Supplemental Indenture attached hereto as Exhibit 4.1. The foregoing description of the Notes is qualified in its entirety by reference to these documents. The Company has on file with the Securities and
Exchange Commission an effective registration statement on Form S-3 dated May 23, 2014 (Registration No. 333-196238, the Registration Statement) and incorporates by reference the exhibits filed with this report into the
Registration Statement.