NORTHROP GRUMMAN CORPORATION (NYSE:NOC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement

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Item1.01 Entry into a Material Definitive
Agreement.

On December1, 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 to an
indenture (the Original Indenture), dated as of November21, 2001,
as supplemented by the first supplemental indenture, dated as of
July30, 2009 (the First Supplemental Indenture), the third
supplemental indenture, dated as of March30, 2011 (the Third
Supplemental Indenture), the fourth supplemental indenture, dated
as of March30, 2011 (the Fourth Supplemental Indenture) and the
seventh supplemental indenture, dated as of December1, 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 to an Underwriting Agreement, dated November28, 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 February1, 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 November28, 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 November21, 2001, the First
Supplemental Indenture, filed as an exhibit to the Companys
current report on Form 8-K filed on July30, 2009, the Third
Supplemental Indenture, filed as an exhibit to the Companys
quarterly report on Form 10-Q for the quarter ended March31,
2011, filed on April27, 2011, the Fourth Supplemental Indenture,
filed as an exhibit to the Companys quarterly report on Form 10-Q
for the quarter ended March31, 2011, filed on April27, 2011, and
the Seventh Supplemental Indenture attached hereto as Exhibit4.1.
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 May23, 2014
(Registration No.333-196238, the Registration Statement) and
incorporates by reference the exhibits filed with this report
into the Registration Statement.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a
Registrant

The information in Item1.01 is incorporated herein by reference.

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Item9.01. Financial Statements and Exhibits.

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About NORTHROP GRUMMAN CORPORATION (NYSE:NOC)

Northrop Grumman Corporation (Northrop Grumman) is a global security company. The Company provides systems, products and solutions in unmanned systems; cyber; command, control, communications and computers (C4), intelligence, surveillance, and reconnaissance (C4ISR); strike aircraft, and logistics and modernization to Government and commercial customers across the world. The Company operates through four segments: Aerospace Systems, Electronic Systems, Information Systems and Technical Services. It offers a portfolio of capabilities and technologies that enable it to deliver systems and solutions for applications. The Company participates in defense and government programs in the United States and abroad. The Company conducts business with the United States Government, the Department of Defense (DoD) and intelligence community. The Company also conducts business with local, state and foreign Governments, and domestic and international commercial customers.

NORTHROP GRUMMAN CORPORATION (NYSE:NOC) Recent Trading Information

NORTHROP GRUMMAN CORPORATION (NYSE:NOC) closed its last trading session up +0.32 at 249.07 with 848,261 shares trading hands.