NOC Northrop Grumman Corp Holding Co

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 Company’s current report on Form 8-K filed on November 21, 2001, the First Supplemental Indenture, filed as an exhibit to the Company’s current report on Form 8-K filed on July 30, 2009, the Third Supplemental Indenture, filed as an exhibit to the Company’s 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 Company’s 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.