DESCRIPTION OF THE EXCHANGE NOTES
This Description of the Exchange 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 Exchange Notes for more details regarding our obligations and your rights with respect to the Exchange Notes.
For purposes of this Description of the Exchange Notes, references to we, our, us or similar references are
to Northrop Grumman only, and not to any of its subsidiaries. Unless the context otherwise requires, references to the notes in this Description of the Exchange Notes include the Restricted Notes and the Exchange Notes.
General
In connection with the private exchange
offer described elsewhere in this prospectus, the Restricted Notes were issued 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 the tenth supplemental indenture, dated as of September 2, 2021 (the supplemental indentures, together with the Base Indenture, the Indenture). The Exchange Notes will also be issued under the
Indenture.
Any Restricted Notes of a series that remain outstanding after completion of each of the Exchange Offers, together with the Exchange Notes of
such series issued in the Exchange Offers, will be treated as a single class of securities under the Indenture. The terms of the Exchange Notes are substantially identical to the terms of the corresponding series of the Restricted Notes, except that
the Exchange Notes are registered under the Securities Act, and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Restricted Notes
do not apply to the Exchange Notes.
We will issue up to $76.490 million aggregate principal amount of Exchange 7.875% 2026 Notes, up to
$47.828 million aggregate principal amount of Exchange 7.750% 2026 Notes, up to $38.859 million aggregate principal amount of Exchange 6.650% 2028 Notes, up to $79.323 million aggregate principal amount of Exchange 7.750% 2029 Notes,
up to $166.864 million aggregate principal amount of Exchange 7.750% 2031 Notes and up to $12.300 million aggregate principal amount of Exchange 6.980% 2036 Notes.
The Exchange 7.875% 2026 Notes will mature on March 1, 2026, the Exchange 7.750% 2026 Notes will mature on March 15, 2026, the Exchange
6.650% 2028 Notes will mature on January 15, 2028, the Exchange 7.750% 2029 Notes will mature on June 1, 2029, the Exchange 7.750% 2031 Notes will mature on February 15, 2031 and the Exchange 6.980% 2036 Notes will
mature on March 15, 2036.
With respect to each series of Exchange Notes, (a) interest will accrue on such Exchange Notes from the most
recent date to which interest on the respective Restrictive Notes has been paid or, if no interest has been paid, from the issue date of the respective Restricted Notes, (b) interest payments will commence on the first interest payment date
occurring after the date that interest starts accruing and (c) if the regular record date for the first interest payment date would be a date prior to the settlement date of the related Exchange Offer, the record date for such first interest
payment date will be the day immediately preceding such first interest payment date. No interest will be paid on any series of Restricted Notes that is tendered and accepted for exchange following their acceptance for exchange with respect to such
series.
The Exchange 7.875% 2026 Notes will accrue interest at a rate per annum equal to 7.875% payable semi-annual in arrears on March 1 and
September 1 of each year, to the persons in whose names the notes are registered at the close of business on the regular record date preceding the interest payment date, which will be February 15 and August 15, respectively. Interest
on the Exchange 7.875% 2026 Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.
The Exchange 7.750% 2026 Notes will accrue interest at a rate per annum equal to 7.750% payable semi-annual in arrears on March 15 and September 15
of each year, to the persons in whose names the notes are registered at the close of business on the regular record date preceding the interest payment date, which will be February 28 and August 31, respectively. Interest on the New 7.750%
2026 Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.
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