Edgar Filing: NORTHROP GRUMMAN CORP /DE/

As filed with the Securities and Exchange Commission on October 10, 2001
Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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NORTHROP GRUMMAN CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware 95-4840775
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

John H. Mullan, Esq., Corporate Vice President and Secretary
NORTHROP GRUMMAN CORPORATION
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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Copies to:
John D. Hussey, Esq.
Sheppard, Mullin, Richter & Hampton LLP
333 South Hope Street, 48th Floor
Los Angeles, California 90071
(213) 620-1780

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Approximate date of commencement of proposed sale to public: From time to
time after this registration statement is declared effective.

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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
reinvestment plans, please check the following box. [X]

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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

CALCULATION OF REGISTRATION FEE

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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TO BE OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES REGISTERED PRICE OFFERING REGISTRATION
TO BE REGISTERED (1)(2) PER UNIT(2) PRICE (1)(2) FEE
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Debt Securities, Preferred Stock, $1.00
par value, Common Stock, $1.00 par
value (3)(4), Warrants to Purchase
Debt Securities, Warrants to
Purchase Equity Securities, Stock
Purchase Contracts and Stock
Purchase Units of Northrop
Grumman Corporation(4)............... $2,000,000,000 $500,000(6)
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Capital Securities of Northrop
Grumman Corporation.................. (5) (5) (5) None
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(1)In no event will the aggregate initial offering price of the Debt
Securities, Preferred Stock, Common Stock, Warrants to Purchase Debt
Securities, Warrants to Purchase Equity Securities, Stock Purchase Contracts
and Stock Purchase Units issued under this Registration Statement exceed
$2,000,000,000, or, if any securities are in any foreign currency units, the
U.S. dollar equivalent of $2,000,000,000, and if any securities are issued
at original issue discount, such greater amount as shall result in an
aggregate offering price not to exceed $2,000,000,000.

(2)Not applicable pursuant to General Instruction II D to Form S-3.

(3)Includes Preferred Share Purchase Rights ("Rights"). Prior to the occurrence
of certain events, the Rights will not be exercisable or evidenced
separately from the Common Stock.

(4)The aggregate amount of Common Stock registered hereunder is limited to that
which is permissible under Rule 415(a)(4) of the Securities Act.

(5)In addition to any Preferred Stock or Common Stock that may be issued
directly under this Registration Statement, there are being registered
hereunder an indeterminate number of shares of Preferred Stock or Common
Stock as may be issued upon conversion or exchange of Debt Securities or
Preferred Stock, as the case may be. No separate consideration will be
received for any shares of Preferred Stock or Common Stock so issued upon
conversion or exchange.

(6)Pursuant to Rule 457(p) under the Securities Act, $458,000 of the filing fee
paid with respect to Registration Statement #333-67254 initially filed by
the Registrant on August 10, 2001 is offset against the currently due filing
fee. $42,000 of the filing fee paid with respect to Registration Statement
#333-78251 initially filed by the Registrant's wholly-owned subsidiary
Northrop Grumman Systems Corporation (formerly Northrop Grumman Corporation)
on May 11, 1999 is offset against the currently due filing fee. No
securities have been offered or sold pursuant to Registration Statements
#333-67254 and #333-78251.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

PROSPECTUS
Subject to Completion, Dated October 9, 2001

$2,000,000,000

Northrop Grumman Corporation

Debt Securities
Preferred Stock
Common Stock
Warrants to Purchase Debt Securities
Warrants to Purchase Equity Securities
Stock Purchase Contracts
Stock Purchase Units

You should read this prospectus and any supplement carefully before you
invest.

This prospectus describes debt and equity securities that we may issue and
sell at various times:

. Our prospectus supplements will contain the specific terms of each
issuance of debt or equity securities.

. We can issue debt and equity securities with a total offering price of
up to $2,000,000,000 under this prospectus.

. We may sell the debt and equity securities to or through underwriters,
dealers or agents. We also may sell debt and equity securities directly
to investors.

Our common shares are listed on the New York Stock Exchange and the Pacific
Stock Exchange under the trading symbol "NOC." Our Series B preferred shares
are listed on the New York Stock Exchange under the trading symbol "NOC pb." We
will not sell any of the securities being offered without delivery of the
applicable prospectus supplement describing the method and terms of the
offering of such series of securities being offered. Any common stock sold
pursuant to a prospectus supplement will be listed on the New York Stock
Exchange and the Pacific Stock Exchange, subject to official notice of
issuance.

Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

This prospectus is dated , 2001.

The information in this Prospectus is not complete and may be changed. We may
not sell these securities until the Registration Statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS........................................... 2

WHERE YOU CAN FIND MORE INFORMATION............................. 3

FORWARD-LOOKING STATEMENTS AND IMPORTANT FACTORS................ 4

NORTHROP GRUMMAN CORPORATION.................................... 6

USE OF PROCEEDS................................................. 7

RATIO OF EARNINGS TO FIXED CHARGES.............................. 7

DESCRIPTION OF DEBT SECURITIES.................................. 8

DESCRIPTION OF PREFERRED STOCK.................................. 14

DESCRIPTION OF COMMON STOCK..................................... 19

DESCRIPTION OF WARRANTS......................................... 20

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS 21

PLAN OF DISTRIBUTION............................................ 22

VALIDITY OF THE DEBT AND EQUITY SECURITIES...................... 23

EXPERTS......................................................... 23

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under this shelf registration
process, we may sell any combination of the debt and equity securities
described in this prospectus in one or more offerings for total proceeds of up
to $2,000,000,000. This prospectus provides you with a general description of
the securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. This prospectus supplement may add, update or change information
contained in this prospectus. It is important for you to consider the
information contained in this prospectus and any prospectus supplement together
with additional information described under the heading, "Where You Can Find
More Information."

References to "Northrop Grumman" refer to Northrop Grumman Corporation,
formerly NNG, Inc.; references in this prospectus to "Northrop Systems" refer
to Northrop Grumman Systems Corporation, formerly Northrop Grumman Corporation;
references to "Litton" refer to Litton Industries, Inc. Unless the context
requires otherwise, references to "we," "us" or "our" refer collectively to
Northrop Grumman and its subsidiaries.

You should rely only on the information incorporated by reference or
provided in the prospectus or a prospectus supplement. We have not authorized
anyone else to provide you with different information. Neither we, nor any
other person on behalf of us, are making an offer to sell or soliciting an
offer to buy any of the securities described in this prospectus or in a
prospectus supplement in any state where the offer is not permitted by law. You
should not assume that the information in this prospectus or a prospectus
supplement is accurate as of any date other than the date on the front of the
documents. There may have been changes in our affairs since the date of the
prospectus or a prospectus supplement.

WHERE YOU CAN FIND MORE INFORMATION

Northrop Grumman and its subsidiaries Northrop Systems and Litton have filed
annual, quarterly and current reports, proxy statements and other information
with the SEC. Northrop Grumman has succeeded to the filing obligations of
Northrop Systems and all future filings by Northrop Grumman will be on a
consolidated basis with Northrop Systems and Litton. Litton is no longer
obligated to file reports with the SEC. You may read and copy any such report,
statement or other information at the SEC's public reference rooms at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain additional
information about the public reference rooms by calling the SEC at
1-800-SEC-0330. In addition, the SEC maintains a site on the Internet at
http://www.sec.gov that contains reports, proxy statements and other
information regarding issuers that file electronically with the SEC. You may
also read such reports, proxy statements and other documents at the offices of
the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

We are "incorporating by reference" information into this prospectus. This
means that we are disclosing important information to you by referring you to
another document that has been filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus.
Information that is filed with the SEC after the date of this prospectus will
automatically modify and supersede the information included or incorporated by
reference in this prospectus to the extent that the subsequently filed
information modifies or supersedes the existing information. We incorporate by
reference our future filings with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until we complete this offering.

The following documents filed with the SEC by Northrop Grumman are hereby
incorporated by reference:

. Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30,
2001 and March 31, 2001;

. Current Reports on Form 8-K and Form 8-K/A filed April 17, 2001 and June
14, 2001, respectively;

. Form 8-A registering our common stock under the Securities Exchange Act
of 1934, filed on March 28, 2001; and

. Form 8-A registering our Series B preferred stock under the Securities
Exchange Act of 1934, filed on March 27, 2001.

The following document filed with the SEC by Northrop Systems (SEC File
Number 2-26850) is hereby incorporated by reference:

. Annual Report on Form 10-K/A for the fiscal year ended December 31,
2000.

The following documents filed with the SEC by Litton (SEC File Number
1-3998) are hereby incorporated by reference:

. Annual Report on Form 10-K for the fiscal year ended July 31, 2000; and

. Quarterly Reports on Form 10-Q for the fiscal quarters ended October 31,
2000 and January 31, 2001.

You may request a copy of any of these filings at no cost by writing to or
telephoning us at the following address and telephone number: John H. Mullan,
Corporate Vice President and Secretary, 1840 Century Park East, Los Angeles,
California 90067, telephone (310) 201-3081.

We maintain an Internet site at http://www.northgrum.com. The information
contained at our Internet site is not incorporated by reference in this
prospectus, and you should not consider it a part of this prospectus.

Any statement made in this prospectus concerning the contents of any
contract, agreement or other document is only a summary of the actual document.
You may obtain a copy of any document summarized in this prospectus at no cost
by writing to or telephoning us at the address and telephone number given
above. Each statement regarding a contract, agreement or other document is
qualified in its entirety by reference to the actual document.

FORWARD-LOOKING STATEMENTS AND IMPORTANT FACTORS

Some of the information included in this prospectus and in the documents
incorporated by reference are forward-looking statements within the meaning of
the securities laws. These statements concern our plans, expectations and
objectives for future operations. These include statements and assumptions with
respect to expected future revenues, margins, program performance, earnings and
cash flows, acquisitions of new contracts, the outcome of competitions for new
programs, the outcome of contingencies including litigation and environmental
remediation, the effect of completed and planned acquisitions and divestitures
of businesses or business assets, the anticipated costs of capital investments,
and anticipated industry trends. Our actual results and trends may differ
materially from the information, statements and assumptions as described, and
actual results could be materially less than our planned results.

Important factors that could cause actual results to differ materially from
those suggested by the forward-looking statements include:

. We depend on a limited number of customers. We are heavily dependent on
government contracts many of which are only partially funded; the
termination or failure to fund one or more significant contracts could
have a negative impact on our operations. We are a supplier, either
directly or as a subcontractor or team member, to the U.S. Government
and its agencies as well as foreign governments and agencies. These
contracts are subject to each customers' political and budgetary
constraints, changes in short-range and long-range plans, the timing of
contract awards, the congressional budget authorization and
appropriation processes, the government's ability to terminate contracts
for convenience or for default, as well as other risks such as
contractor debarment in the event of certain violations of legal and
regulatory requirements.

. Many of our contracts are fixed price contracts. While firm, fixed price
contracts allow us to benefit from cost savings, they also expose us to
the risk of cost overruns. If our initial estimates used for calculating
the contract price are incorrect, we can incur losses on those
contracts. In addition, some of our contracts have provisions relating
to cost controls and audit rights and if we fail to meet the terms
specified in those contracts then we may not realize their full
benefits. Our ability to manage costs on these contracts may affect our
financial condition. Lower earnings caused by cost overruns and cost
controls would have an adverse effect on our financial results.

. We are subject to significant competition. Our markets include defense
and commercial areas where we compete with companies of substantial size
and resources. Our success or failure in winning new contracts or follow
on orders for our existing or future products may cause material
fluctuations in our future revenues and operating results.

. Our operations may be subject to events that cause adverse effects on
our ability to meet contract obligations within anticipated cost and
time parameters. We may encounter internal problems and delays in
delivery as a result of issues with respect to design, technology,
licensing and patent rights, labor or materials and components that
prevent us from achieving contract requirements. We may be affected by
delivery or performance issues with key suppliers and subcontractors, as
well as other factors inherent in our businesses which may cause
operating results to be adversely affected. Changes in inventory
requirements or other production cost increases may also have a negative
impact on our operating results.

. We must integrate our acquisitions successfully. Acquiring businesses is
a significant challenge. If we do not execute our acquisition and
integration plans for these businesses in accordance with our strategic
timetable, our operating results may be adversely affected. We acquired
several businesses in 2000 and 2001, including Litton. We believe our
integration processes are well-suited to achieve the anticipated
strategic and operating benefits of these acquisitions, but if we do not
perform our plans as intended, or if we encounter unforeseen problems in
the acquired businesses, or problems in those businesses develop
subsequent to acquisition, our operating results may be adversely
affected. Among the factors that may be involved would be unforeseen
costs and expenses, previously undisclosed

liabilities, diversion of management focus, and any effects of complying
with government-imposed organizational conflicts of interest rules as a
result of the acquisitions.

. We rely on continuous innovation. We are dependent upon our ability to
anticipate changing needs for defense products, military and civilian
electronic systems and support, and information technology. Our success
is dependent on designing new products which will respond to such
requirements within customers' price limitations.

. We face significant challenges in the international marketplace. Our
international business is subject to changes in import and export
policies, technology transfer restrictions, limitations imposed by
United States law that are not applicable to our foreign competitors,
and other legal, financial and governmental risks.

. We assume that any divestiture of non-core businesses and assets will be
completed successfully. Our performance may be affected by our inability
to successfully dispose of assets and businesses that do not fit with or
are no longer appropriate to our strategic plan. If any sales of such
businesses or assets can only be made at a loss, our earnings will be
negatively impacted.

. We are subject to environmental and other liabilities. Our performance
may be affected by known environmental risks, pending litigation and
other loss contingencies, if not resolved within the parameters of our
internal plans, and by unanticipated environmental or other liabilities.

. Our pension income may fluctuate. Pension income, a non-cash item which
is included in our earnings, is based on assumptions of market
performance and actual performance may differ. If an event causes us to
revalue our pension income during the calendar year, the portion of our
earnings attributed to pension income could vary significantly.

. Our indebtedness, incurred in connection with the Litton acquisition, is
higher than our indebtedness at December 31, 2000. The increase in debt
will increase demands on our cash resources.

Additional information with respect to risks and uncertainties in our
business is contained in our SEC filings, including, without limitation,
Northrop Systems' Annual Report on Form 10-K/A for the year ended December 31,
2000 and our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001 and June 30, 2001.

Accordingly, you should not rely on the accuracy of predictions contained in
forward-looking statements. These statements speak only as of the date of this
prospectus, or, in the case of documents incorporated by reference, the date of
those documents. We cannot undertake any obligation to update our
forward-looking statements to reflect events, circumstances, changes in
expectations or the occurrence of unanticipated events occurring after the date
of those statements.

NORTHROP GRUMMAN CORPORATION

We are a leading global aerospace and defense company providing products and
services in defense and commercial electronics, systems integration,
information technology and non-nuclear shipbuilding and systems. As a prime
contractor, principal subcontractor, partner, or preferred supplier, we
participate in many high-priority defense and commercial technology programs in
the United States and abroad. We are a holding company formed in connection
with our acquisition of Litton in April 2001. Our principal executive offices
are located at 1840 Century Park East, Los Angeles, California 90067 and our
telephone number is (310) 553-6262.

We are aligned into five business sectors: Integrated Systems, Electronic
Systems, Information Technology, Ship Systems and Component Technologies.

Integrated Systems. This sector includes the design, development and
production of airborne early warning, electronic warfare and surveillance and
battlefield management systems. Integrated Systems is the prime contractor for
the Joint STARS advanced airborne targeting and battle management system, the
U.S. Air Force's B-2 Spirit stealth bomber, unmanned vehicles including The
Global Hawk, and the EA-6B Prowler electronic countermeasures aircraft, and is
upgrading the E-2C Hawkeye early warning aircraft. Integrated Systems also has
a principal role in producing the U.S. Navy's F/A 18 Hornet strike fighter.

Electronic Systems. This sector includes the design, development,
manufacture and integration of a wide variety of defense electronics and
systems, airspace management systems, precision weapons, marine systems,
logistics systems, space systems, and automation and information systems.
Significant programs include fire control radars for the F-16 and F-22 fighter
aircraft and the Longbow Apache helicopter, the AWACS airborne early warning
radar, the Joint STARS air-to-ground surveillance radar sensor, the Longbow
Hellfire missile and the BAT "brilliant" anti-armor submunition. This sector
also provides tactical military radars and country-wide air defense systems,
plus airborne electronic countermeasures systems intended to jam enemy aircraft
and weapons systems. The sector includes our advanced electronics businesses,
which design, develop and manufacture inertial navigation, guidance and
control, IFF (identification friend or foe), and marine electronic systems, and
provide electronic warfare systems and integrate avionics systems and shipboard
information and communication systems. The U.S. Government is a significant
customer.

Information Technology. This sector includes the design, development,
operation and support of computer systems for scientific and management
information. Information Technology has extensive expertise in command,
control, communications, computers, intelligence, surveillance and
reconnaissance (C4ISR). It is a key management support element for major
weapons systems, such as the U.S. Navy's AEGIS class destroyer and also
provides mission planning for the U.S. Navy, Air Force and Special Operations
Command. Information Technology provides base operations support for NASA's
Kennedy Space Center, Cape Canaveral Air Station and Patrick Air Force Base,
among others. In addition, Information Technology provides information
technology services to commercial customers and to our other sectors.
Information Technology includes our information systems businesses, which
design, develop, integrate and support computer-based information systems and
provide information technology and services primarily for government customers.

Ship Systems. This sector is engaged in the building of large multimission
non-nuclear surface ships for the U.S. Navy as well as for other government and
commercial customers worldwide and is a provider of overhaul, repair,
modernization, ship design and engineering services. The U.S. Government is a
significant customer.

Component Technologies. This sector includes international suppliers of
complex backplanes, connectors, laser crystals, solder materials, specialty
products and other electronic components used primarily in the
telecommunications, industrial and computer markets.

USE OF PROCEEDS

We will use the net proceeds from the sale of the debt and equity securities
for general corporate purposes. These purposes may include repayment of debt,
working capital needs, capital expenditures, acquisitions and any other general
corporate purpose. If we identify a specific purpose for the net proceeds of an
offering, we will describe that purpose in the applicable prospectus
supplement.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratios of earnings to fixed charges for
each of the fiscal years ended December 31, 1996 through December 31, 2000 and
for the six months ended June 30, 2000 and June 30, 2001.

Six Months
Ended June 30, Year Ended December 31,
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2001 2000 2000 1999 1998 1997 1996
---- ---- ---- ---- ---- ---- ----

2.61 5.34 5.26 3.78 2.11 2.68 2.50

For purposes of computing the ratios of earnings to fixed charges, earnings
represent earnings from continuing operations before income taxes and fixed
charges, and fixed charges consist of interest expense, the portion of rental
expense calculated to be representative of the interest factor, amortization of
discounts and capitalized expenses related to indebtedness, and preferred stock
dividends. The ratios should be read in conjunction with the financial
statements and other financial data included or incorporated by reference in
this prospectus. See "Where You Can Find More Information."

DESCRIPTION OF DEBT SECURITIES

As used in this prospectus, "debt securities" means the senior and
subordinated debentures, notes, bonds and other evidences of indebtedness that
we issue and a trustee authenticates and delivers under the applicable
indenture. We will describe the particular terms of any series of debt
securities, and the extent to which the general terms summarized below may
apply, in the prospectus supplement relating to that series.

We will issue senior debt securities and subordinated debt securities under
separate indentures between us and The Chase Manhattan Bank, as trustee. We
have summarized the material provisions of the indentures on the following
pages. We filed the forms of both the senior indenture and the subordinated
indenture as exhibits to this registration statement and you should read the
indentures for provisions that may be important to you. If you would like more
information on these provisions, see "Where You Can Find More Information" on
how to locate the indentures. We refer to the senior indenture and the
subordinated indenture as the "indenture."

If we use another trustee or another indenture for a series of debt
securities, we will provide the details in a prospectus supplement. We will
file the forms of any other indentures with the SEC at the time we use them.

Terms

The indenture provides for the issuance of debt securities in one or more
series. A prospectus supplement relating to a series of debt securities will
include specific terms relating to the offering. These terms will include some
or all of the following:

. the title and type of the debt securities;

. whether the debt securities will be senior or subordinated debt
securities and the terms of the subordination provisions;

. any limit on the total principal amount of the debt securities;

. the person who will receive interest payments on any debt securities if
other than the registered holder;

. the price or prices at which we will sell the debt securities;

. the maturity date or dates of the debt securities;

. the rate or rates, which may be fixed or variable, per annum at which
the debt securities will bear interest and the date from which such
interest will accrue;

. the dates on which interest will be payable and the related record
dates;

. whether any index, formula or other method will determine payments of
principal or interest and the manner of determining the amount of such
payments;

. the place or places of payments on the debt securities;

. whether the debt securities are redeemable;

. any redemption dates, prices, obligations and restrictions on the debt
securities;

. any mandatory or optional sinking fund or purchase fund or analogous
provisions;

. the denominations of the debt securities if other than $1,000 or
multiples of $1,000;

. the currency of principal and interest payments if other than US
Dollars;

. any provisions granting special rights if certain events happen;

. any deletions from, changes in or additions to the events of default or
the covenants specified in the indenture;

. any trustees, authenticating or paying agents, transfer agents,
registrars or other agents for the debt securities if other than The
Chase Manhattan Bank;

. any conversion or exchange features of the debt securities;

. whether we will issue the debt securities as original issue discount
securities for federal income tax purposes;

. any special tax implications of the debt securities;

. the terms of payment upon acceleration; and

. any other material terms of the debt securities.

We may issue debt securities that are convertible into or exchangeable for
our common stock or other securities, or the debt or equity of another company.
If we issue these types of debt securities, we will provide additional
information in a prospectus supplement.

We may sell debt securities at a discount below their stated principal
amount, bearing no interest or interest at a rate that, at the time of
issuance, is different than market rates. When we refer to the principal and
interest on debt securities, we also mean the payment of any additional amounts
that we must pay under the indenture or the debt securities, including amounts
for certain taxes, assessments or other governmental charges which holders of
debt securities must pay.

Denomination, Form, Payment and Transfer

Normally, we will denominate and make payments on debt securities in U.S.
dollars. If we issue debt securities denominated, or with payments, in a
foreign or composite currency, a prospectus supplement will specify the
currency or composite currency.

We may from time to time issue debt securities as registered securities.
This means that holders will be entitled to receive certificates representing
the debt securities registered in their name. You can transfer or exchange debt
securities in registered form without service charge, upon reimbursement of any
taxes or government charges. You can make this transfer or exchange at the
trustee's corporate trust office or at any other office we maintain for such
purposes. If the debt securities are in registered form, we can pay interest by
check mailed to the person in whose name the debt securities are registered on
the days specified in the indenture.

As a general rule, however, we will issue debt securities in book-entry
form. This means that one or more permanent global certificates registered in
the name of a depositary, or a nominee of the depositary, will represent the
debt securities. Only persons who have accounts with depositaries, which are
known as participants, or persons that may hold interests through participants,
can have beneficial ownership interests in global certificates representing a
series of debt securities. The depositary will maintain a computerized
book-entry and transfer system that keeps track of the principal amounts of
debt securities held in the accounts of participants. Participants keep records
of the interests of their clients who have purchased debt securities through
them. Beneficial ownership interests in debt securities issued in book-entry
form may be shown only on, and may be transferred only through, records
maintained by the depositary and its participants. Some states require that
certain purchasers receive securities only in certificate form. These state
laws may limit the ability of beneficial owners to transfer their interests.

The Depository Trust Company, or DTC, frequently acts as the depositary for
debt securities. DTC is owned by a number of its participants and by the NYSE,
AMEX and the NASD. The information below regarding DTC, which DTC provides, is
included informational purposes only. You should not treat it as a
representation, warranty or contract modification of any kind. If we issue the
debt securities of any series in book-entry form and the depositary is someone
other than DTC, we will provide you with additional information in a prospectus
supplement.

DTC holds securities that its participants deposit. Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and other organizations. DTC's book-entry system is also available to other
organizations such as securities brokers and dealers, banks and trust companies
that work through a participant. DTC electronically records the settlement
among participants of their securities transactions in deposited securities.
Issuers make interest and principal payments to DTC, which in turn credits
payments to participants' accounts according to their beneficial ownership
interests as reflected in DTC's records. In addition, DTC currently assigns any
voting rights to participants by using an omnibus proxy. These payments and
voting rights are governed by the customary practices between the participants
and holders of beneficial interests.

DTC will be the sole owner of the global certificates. We, the trustee and
the paying agent have no responsibility or liability for the records relating
to beneficial ownership interests in the global certificates or for the
payments of principal and interest due for the accounts of beneficial holders
of interests in the global certificates. The global certificates representing a
series of debt securities normally may not be transferred except by DTC to its
nominees or successors in accordance with the indenture. A series of debt
securities represented by global certificates will be exchangeable for debt
securities in registered form with the same terms in authorized denominations
if:

. DTC notifies us that it is unwilling or unable to continue as depositary
or if DTC ceases to be a clearing agency registered under applicable law
and we do not appoint a successor depositary within 90 days; or

. we decide not to require all of the debt securities of a series to be
represented by global certificates and notify the trustee of that
decision.

Events of Default

Unless we indicate otherwise in a prospectus supplement, the following are
events of default under the indenture with respect to any issued debt
securities:

. failure to pay the principal or any premium on any debt security of that
series when due;

. failure for 30 days to pay interest on any debt security of that series
when due;

. failure to deposit any sinking fund payment on any debt security of that
series when due;

. failure to perform any other covenant in the indenture that continues
for 90 days after we have been given written notice of such failure; or

. the occurrence of certain events in bankruptcy, insolvency or
reorganization.

An event of default for one series of debt securities does not necessarily
constitute an event of default for any other series. The trustee may withhold
notice to the debt securities holders of any default, except a payment default,
if it considers such action to be in the holders' interests.

If an event of default occurs and continues, the trustee, or the holders of
at least 25% in aggregate principal amount of the debt securities of the
series, may declare the entire principal of all the debt securities of that
series to be due and payable immediately. If this happens, under a number of
circumstances, the holders of a majority of the aggregate principal amount of
the debt securities of that series can void the acceleration of payment.

The indenture provides that the trustee has no obligation to exercise any of
its rights at the direction of any holders, unless the holders offer the
trustee reasonable indemnity. If they provide this indemnification, the holders
of a majority in principal amount of any series of debt securities have the
right to direct any proceeding, remedy, or power available to the trustee with
respect to that series.

Subordination

The subordinated debt securities will be subordinated and junior in right of
payment to all our senior indebtedness to the extent set forth in the
applicable prospectus supplement.

Conversion Rights

We will describe the terms upon which debt securities may be convertible
into our common stock or other securities in a prospectus supplement. These
terms will include provisions as to whether conversion is mandatory or
optional. They may also include provisions adjusting the number of shares of
our common stock or other securities.

Our Obligations Under the Senior Indenture

Under the senior indenture, we will agree to the following:

Limitations on Liens. The senior indenture restricts our ability to encumber
our assets and the assets of our restricted subsidiaries. If we, or any
restricted subsidiary, pledge or mortgage any of our property to secure any
debt, then we will, unless an exception applies, pledge or mortgage the same
property to the trustee to secure the debt securities for as long as such debt
is secured by such property. Restricted subsidiary means one of our
subsidiaries that has substantially all of its assets located in, or carries on
substantially all of its business in, the United States.

This restriction will not apply in various situations. We may encumber
assets if the encumbrance is a permitted lien, as defined below, without regard
to the amount of debt secured by the encumbrance. We may also encumber assets
if the amount of all debt secured by encumbrances, other than some permitted
encumbrances, does not exceed the greater of $1,000,000,000 or 10% of our
consolidated net tangible assets. Consolidated net tangible assets means our
total assets, including the assets of our subsidiaries, as reflected in our
most recent balance sheet, less current liabilities, goodwill, patents and
trademarks. Permitted liens include:

. liens on a corporation's property, stock or debt at the time it becomes
a restricted subsidiary;

. liens on property at the time we or a restricted subsidiary acquire the
property;

. liens securing debt owing by a restricted subsidiary to us or another
restricted subsidiary;

. liens existing at the time the senior indenture becomes effective;

. liens on property of an entity at the time such entity is merged into or
consolidated with us or a restricted subsidiary or at the time we or a
restricted subsidiary acquire all or substantially all of the assets of
the entity;

. liens in favor of any governmental customer to secure payments or
performance pursuant to any contract or statute, or to secure
indebtedness we incur with respect to the acquisition or construction of
the property subject to the liens, any related indebtedness, or debt
guaranteed by a government or governmental authority; and

. any renewal, extension or replacement for any lien permitted by one of
the exceptions described above.

Limitations on Sale Leaseback Arrangements. Except under various
circumstances, the senior indenture also restricts our ability and the ability
of any restricted subsidiaries to enter into sale-leaseback transactions. Such
an arrangement is permissible if we or our restricted subsidiary would be
permitted to incur indebtedness secured by a principal property at least equal
in amount to the attributable debt with respect to such arrangement.
Sale-leaseback transaction means, subject to some exceptions, an arrangement
pursuant to which we, or a restricted subsidiary, transfer a principal property
to a person and contemporaneously lease it back from that person. Principal
property means, with some exceptions, any manufacturing plant or facility
located in the United States which we or one or more of our restricted
subsidiaries owns, except any plant or facility which our board of directors
determines is not of material importance to our total business. Attributable
debt for a sale and leaseback transaction means the lesser of the fair value of
such property as determined by our board of directors or the present value of
the obligation of the lessee for net rental payments during the remaining term
of the lease.

The applicable indenture will not otherwise limit our ability to incur
additional debt, unless we tell you this in a prospectus supplement.

Consolidation, Merger or Sale

We may neither consolidate with nor merge into another corporation nor
transfer all or substantially all of our assets to another corporation unless:

. the successor corporation assumes all of our obligations under the debt
securities and the indenture;

. immediately following the transaction, no event of default and no
circumstances which, after notice or lapse of time or both, would become
an event of default, shall have happened and be continuing; and

. we have delivered to the trustee an officers' certificate and a legal
opinion confirming that we have complied with the indenture.

Defeasance and Covenant Defeasance

Any series of our debt securities is subject to the defeasance and discharge
provisions of the applicable indenture. Under those provisions, we may elect
either:

. to defease and be discharged from any and all our obligations with
respect to those debt securities, except for the rights of holders of
those debt securities to receive payments on the securities solely from
the trust fund established pursuant to the indenture and the obligations
to exchange or register the transfer of the securities, to replace
temporary or mutilated, destroyed, lost or stolen securities, to
maintain an office or agency with respect to the securities and to hold
moneys for payment in trust ("defeasance"); or

. to be released from our obligations with respect to those debt
securities concerning restrictive covenants which are subject to
covenant defeasance, and the occurrence of certain events of default
with respect to those restrictive covenants shall no longer be an event
default ("covenant defeasance").

To invoke defeasance or covenant defeasance with respect to any series of
debt securities, we must irrevocably deposit with the trustee, in trust, money
or U.S. Government obligations, or both, which will provide money in an amount
sufficient to pay all sums due on that series.

As a condition to defeasance or covenant defeasance, we must deliver to the
indenture trustee an opinion of counsel stating that holders of the debt
securities will not recognize gain or loss for federal income tax purposes as a
result of the defeasance or covenant defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if we did not elect the defeasance or covenant
defeasance. We may exercise our defeasance option with respect to the
securities notwithstanding our prior exercise of our covenant defeasance
option. If we exercise our defeasance option, payment of the securities may not
be accelerated by the reference to restrictive covenants which are subject to
covenant defeasance. If we do not comply with our remaining obligations after
exercising our covenant defeasance option and the securities are declared due
and payable because of the occurrence of any event of default, the amount of
money and U.S. Government obligations on deposit in the defeasance trust may be
insufficient to pay amounts due on the securities at the time of the
acceleration. However, we will remain liable for those payments.

Changes to the Indenture

Holders who own more than 50% in principal amount of the debt securities of
a series can agree with us to change the provisions of the indenture relating
to that series. However, no change can affect the payment

terms or the percentage required to change other terms without the consent of
all holders of debt securities of the affected series.

We may enter into supplemental indentures for other specified purposes and
to make changes that would not materially adversely affect the holders'
interests, including the creation of any new series of debt securities, without
the consent of any holder of debt securities.

Governing Law

New York law will govern the indentures and the debt securities.

Trustee

The Chase Manhattan Bank will serve as trustee under each indenture. It is
the trustee under the existing senior debt securities indenture of Northrop
Systems. If we use a different trustee for any debt securities, we will let you
know in a prospectus supplement.

DESCRIPTION OF PREFERRED STOCK

The following description discusses the general terms of the preferred stock
which we have issued and may issue in the future. Our certificate of
incorporation, the applicable certificate of designation to our certificate of
incorporation and the prospectus supplement will describe the terms of the
related series of preferred stock. We will provide you copies of these
documents upon request.

General. Our certificate of incorporation authorizes our board of directors,
from time to time and without further stockholder action, to provide for the
issuance of up to 10,000,000 shares of preferred stock, par value $1.00 per
share. Our board of directors may authorize the issuance of preferred stock in
one or more series and may fix the relative rights and preferences of the
shares, including voting powers, dividend rights, liquidation preferences,
redemption rights and conversion privileges.

There are 3,500,000 shares of Series B preferred stock, par value $1.00 per
share, outstanding as of the date of this prospectus. As of the date of this
prospectus, there is no other series of preferred stock outstanding, and there
are no agreements or understandings for the issuance of any other preferred
stock, except for the issuance of Series A Junior Participating Preferred Stock
in connection with preferred share purchase rights attached to our common
stock. See "Description of Common Stock--Preferred Share Purchase Rights."

The shares of any series of preferred stock will be, when issued, fully paid
and non-assessable and holders of preferred stock will not have preemptive
rights.

Series B Preferred Stock

The following is a summary of the rights, preferences and privileges of our
existing Series B Preferred Stock, as set forth in a Certificate of
Designations, Preferences and Rights of Series B Preferred Stock filed with the
Secretary of State of Delaware. This summary is not a complete description of
such rights, preferences and privileges and the rights of holders of our Series
B preferred stock are governed by the precise language of the certificate of
designations, not this summary.

Conversion. Each share of our Series B preferred stock is convertible, at
any time, at the option of the holder, into the right to receive shares of our
common stock. Initially, each share of Series B preferred stock is convertible
into the right to receive the number of shares of common stock equal to the
liquidation value per share of Series B preferred stock of $100.00 divided by
$109.75.

The conversion ratio is subject to adjustment in the event of certain
dividends and distributions; upon a subdivision or reclassification of the
outstanding shares of common stock; a merger or consolidation or the sale of
substantially all of our assets; upon the liquidation of Northrop Grumman; upon
the occurrence of certain specified distributions with respect to the common
stock; and upon certain other events described in the certificate of
designations.

If any adjustment in the number of shares of common stock into which each
share of Series B preferred stock may be converted would result in an increase
or decrease of less than 1% in the number of shares of common stock into which
each share of Series B preferred stock is then convertible, the amount of the
adjustment will be carried forward and the adjustment will be made at the time
of and together with any subsequent adjustment, which, together with any
adjustment amounts carried forward, would equal at least 1% of the number of
shares of common stock into which each share of Series B preferred stock is
then convertible.

Liquidation. In any liquidation of Northrop Grumman, each share of Series B
preferred stock is entitled to a liquidation preference of $100.00 plus accrued
but unpaid dividends, whether or not declared, before any distribution may be
made on the common stock or any other class or series of our capital stock
which is junior to the Series B preferred stock. In any liquidation of Northrop
Grumman, no distribution may be made on any shares of our capital stock ranking
on a parity with the Series B preferred stock as to dividends, redemption

payments and rights upon liquidation, dissolution or winding up of Northrop
Grumman, unless the holders of Series B preferred stock participate ratably in
the distribution along with the holders of capital stock ranking on a parity
with the Series B preferred Stock as to such matters.

Reacquired Shares. Any shares of Series B preferred stock converted,
redeemed, purchased or otherwise acquired by us will be retired and canceled.
The reacquired shares will become authorized but unissued shares of Series B
preferred stock, which we may reissue at a later date.

Rank. The Series B preferred stock ranks with respect to payment of
dividends, redemption payments and rights upon liquidation, dissolution or
winding up, prior to the common stock and any class or series of Series B
preferred stock which by its terms ranks junior to the Series B preferred
stock. The Series B preferred stock ranks on parity with each other class or
series of preferred stock unless such class or series by its terms ranks senior
to the Series B preferred stock.

Voting Rights. Holders of Series B preferred stock have no voting rights
except in certain specified circumstances described below or as required by
applicable law. The affirmative vote of the holders of two-thirds of the
aggregate number of outstanding shares of the Series B preferred stock is
required for an amendment of our certificate of incorporation, for a merger or
any other action which would:

. authorize any class or series of stock ranking prior or senior to the
Series B preferred stock as to dividends, redemption payments or rights
upon liquidation, dissolution or winding up;

. adversely alter the preference, special rights or powers given to the
Series B preferred stock; or

. cause or permit the purchase or redemption of less than all of the
Series B preferred stock unless all dividends to which such shares are
entitled have been declared and paid or provided for.

If accrued dividends on the Series B preferred stock are not paid for six
quarterly dividend periods (whether or not consecutive), a majority of the
holders of the Series B preferred stock, voting separately as a class, will
have the right to elect two directors. If such holders exercise their right to
elect two directors to our board, the size of our board will be increased by
two members until the dividends in default are paid in full or payment for the
past-due dividends is set aside.

Dividends. Holders of Series B preferred stock are entitled to cumulative
cash dividends, payable quarterly in April, July, October and January of each
year at a dividend rate per share $7.00 per year. If dividends are payable and
have not been paid or set apart in full, the deficiency must be fully paid or
set apart for payment before:

. distributions or dividends are paid on stock ranking junior to the
Series B preferred stock; and

. the redemption, repurchase or other acquisition for consideration of any
shares of our capital stock ranking junior to the Series B preferred
stock.

Mandatory Redemption for Cash After Twenty Years. We are required to redeem
all of the shares of Series B preferred stock for cash twenty years and one day
from the date of issuance of the Series B preferred stock. The redemption price
per share is equal to the liquidation value of $100.00 per share of Series B
preferred stock plus accrued but unpaid dividends, whether or not declared, to
the mandatory redemption date.

Optional Redemption for Common Stock After Seven Years. We have the option
to redeem shares of the Series B preferred stock in exchange for common stock
at any time after the seventh anniversary of the date of the initial issuance
of the Series B preferred stock. Upon redemption, holders of Series B preferred
stock will receive the number of shares of common stock equal to the
liquidation value of $100.00 per share of Series B preferred stock plus accrued
but unpaid dividends to the redemption date divided by the current market price
of the common stock on the redemption date.

Change in Control. Upon a fundamental change in control of Northrop Grumman,
as defined below, holders of Series B preferred stock have the right, which may
be exercised during the period of 20 business days following notice from us, to
exchange their shares of Series B preferred stock for common stock. Each share
of Series B preferred stock may be exchanged in such circumstances for that
number of shares of common stock determined by dividing the liquidation value
of $100.00 per share of Series B preferred stock, plus accrued but unpaid
dividends to such date by the current market value of the common stock on the
exchange date.

A "fundamental change in control" is defined as any merger, consolidation,
sale of all or substantially all of our assets, liquidation or recapitalization
(other than solely a change in the par value of equity securities) of the
common stock in which more than one-third of the previously outstanding common
stock is exchanged for cash, property or securities other than our capital
stock or the capital stock of another corporation.

If the fundamental change in control occurred as a result of a transaction
(excluding certain dividends or distributions on, and reclassifications of,
common stock) in which the previously outstanding common stock is changed into
or exchanged for different securities of Northrop Grumman or securities of
another corporation or interests in a non-corporate entity, the common stock
that would otherwise have been issued to a holder of Series B preferred stock
for each share of Series B preferred stock will be deemed instead to be the
kind and amount of securities and property receivable upon completion of such
transaction in respect of the common stock that would result in the fair market
value of such securities and property, measured as of the exchange date, being
equal to the liquidation value plus accrued and unpaid dividends.

Other Series of Preferred Stock

The following description discusses the general terms of preferred stock
which we may issue in the future. You should refer to the prospectus supplement
relating to the class or series of preferred stock being offered for the
specific terms of that class or series, including:

. the title and stated value of the preferred stock being offered;

. the number of shares of preferred stock being offered, their liquidation
preference per share and their purchase price;

. the dividend rate(s), period(s) and/or payment date(s) or method(s) of
calculating the payment date(s) applicable to the preferred stock being
offered;

. whether dividends shall be cumulative or non-cumulative and, if
cumulative, the date from which dividends on the preferred stock being
offered shall accumulate;

. the procedures for any auction and remarketing, if any, for the
preferred stock being offered;

. the provisions for a sinking fund, if any, for the preferred stock being
offered;

. the provisions for redemption, if applicable, of the preferred stock
being offered;

. any listing of the preferred stock being offered on any securities
exchange or market;

. the terms and conditions, if applicable, upon which the preferred stock
being offered will be convertible into our common stock, including the
conversion price, or the manner of calculating the conversion price, and
the conversion period;

. the terms and conditions, if applicable, upon which the preferred stock
being offered will be exchangeable into debt or equity securities,
including the exchange price, or the manner of calculating the exchange
price, and the exchange period;

. voting rights, if any, of the preferred stock being offered;

. whether interests in the preferred stock being offered will be
represented by depositary shares;

. a discussion of any material and/or special United States federal income
tax considerations applicable to the preferred stock being offered;

. the relative ranking and preferences of the preferred stock being
offered as to dividend rights and rights upon liquidation, dissolution
or winding up of the affairs of the company;

. any limitations on the issuance of any class or series of preferred
stock ranking senior to or on a parity with the series of preferred
stock being offered as to dividend rights and rights upon liquidation,
dissolution or winding up of the affairs of the company; and

. any other specific terms, preferences, rights, limitations or
restrictions of the preferred stock being offered.

Rank. Unless otherwise specified in the applicable prospectus supplement,
the preferred stock will, with respect to distribution rights and rights upon
liquidation, dissolution or winding up of the company, rank:

(a)senior to all classes or series of our common stock and to all equity
securities the terms of which specifically provide that such equity
securities rank junior to the preferred stock being offered;

(b)junior to all equity securities issued by us the terms of which
specifically provide that such equity securities rank senior to the
preferred stock being offered; and

(c)on a parity with all equity securities issued by us other than those
referred to in clauses (a) and (b) of this subheading.

Distributions. A prospectus supplement will describe the circumstances
relating to distributions on our preferred stock. If our board of directors
approves distributions, holders of our preferred stock of each series will be
entitled to receive distributions out of our assets legally available for
payment to stockholders. These distributions may be cash distributions, or
distributions in kind or in other property. The prospectus supplement will
describe the rates of the distributions and the dates we will make
distributions. Each distribution shall be payable to holders of record on such
record date as shall be fixed by our board of directors. Distributions on any
series of preferred stock, if cumulative, will be cumulative from and after the
date set forth in the applicable prospectus supplement.

Redemption. A prospectus supplement may provide that the preferred stock
will be subject to mandatory redemption or redemption at our option, in whole
or in part. The prospectus supplement will describe the terms, the times and
the redemption prices of the preferred stock.

Liquidation Preference. If we liquidate, dissolve or wind up our affairs,
then, before we make distributions to holders of common stock or any other
class or series of shares of our capital stock ranking junior to the preferred
stock in the distribution of assets, the holders of each series of preferred
stock shall be entitled to receive liquidating distributions out of our assets
legally available for distribution to stockholders. We will make liquidating
distributions in the amount of the liquidation preference set forth in the
applicable prospectus supplement plus an amount equal to all accumulated and
unpaid distributions. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of shares of preferred
stock will have no right or claim to any of our remaining assets.

If we liquidate, dissolve or wind up and we do not have enough legally
available assets to pay the amount of the liquidating distributions on all
outstanding shares of preferred stock and other classes of capital stock
ranking equally with the preferred stock in the distribution of assets, then
the holders of the preferred stock and all other such classes or series of
shares of capital stock shall share ratably in any such distribution of assets
in proportion to the full liquidating distributions to which they would
otherwise be respectively entitled.

Voting Rights. Holders of preferred stock will not have any voting rights,
except as set forth below or as otherwise from time to time required by law, or
as indicated in the applicable prospectus supplement.

Under the Delaware General Corporation Law, holders of outstanding shares of
a series of preferred stock would be entitled to vote as a separate class on a
proposed amendment to the terms of that series of preferred stock or our
certificate of incorporation if the amendment would increase or decrease the
par value of that series of preferred stock or alter or change the powers,
preferences or special rights of the shares of such class so as to affect them
adversely, in which case the approval of the proposed amendment would require
the affirmative vote of at least a majority of the outstanding shares of that
series of preferred stock.

Conversion Rights. The terms and conditions, if any, upon which any series
of preferred stock is convertible into common stock will be set forth in the
applicable prospectus supplement. These terms will include the following:

. the number of shares of common stock into which the shares of preferred
stock are convertible;

. the conversion price or the manner of calculating the conversion price;

. the conversion date(s) or period(s);

. provisions as to whether conversion will be at the option of the holders
of the preferred stock or at our option; and

. the events requiring an adjustment of the conversion price and
provisions affecting conversion in the event of the redemption of that
series of preferred stock.

Transfer Agent and Registrar. EquiServe Trust Company is the transfer agent
and registrar for our Series B preferred stock. We currently plan to retain
EquiServe Trust Company to serve as the transfer agent and registrar for any
other series of preferred stock that we issue.

DESCRIPTION OF COMMON STOCK

We have authority to issue 400,000,000 shares of common stock, par value
$1.00 per share. As of September 25, 2001, 85,611,682 shares of common stock
were outstanding. Our common stock is listed on the New York Stock Exchange and
the Pacific Stock Exchange.

Dividends. Dividends may be paid on the common stock and on any class or
series of stock entitled to participate with the common stock as to dividends,
but only when and as declared by our board of directors.

Voting Rights. Each holder of our common stock is entitled to one vote per
share on all matters submitted to a vote of stockholders and does not have
cumulative voting rights for the election of directors.

Liquidation. If we liquidate, holders of common stock are entitled to
receive all remaining assets available for distribution to stockholders after
satisfaction of our liabilities and the preferential rights of any preferred
stock that may be outstanding at that time.

Other Rights. Our outstanding common shares are fully paid and
nonassessable. The holders of our common stock do not have any preemptive,
conversion or redemption rights.

Registrar and Transfer Agent. The registrar and transfer agent for our
common stock is EquiServe Trust Company.

Preferred Share Purchase Rights. We have adopted a rights plan pursuant to
which a preferred share purchase right is attached to each share of our common
stock that is or becomes outstanding prior to October 31, 2008. The rights
become exercisable 10 days after the public announcement that any person or
group has (i) acquired 15% or more of the outstanding shares of our common
stock, or (ii) initiated a tender offer for shares of our common stock, which,
if consummated, would result in any person or group acquiring 15% or more of
the outstanding shares of our common stock. Once exercisable, each right will
entitle the holder to purchase one one-thousandth of a share of our Series A
junior participating preferred stock, par value $1.00 per share, at a price of
$250.00 per one one-thousandth of a share, subject to adjustment.
Alternatively, under certain circumstances involving an acquisition of 15% or
more of our common stock outstanding, each right will entitle its holder to
purchase, at a fifty percent discount, a number of shares of our common stock
having a market value of two times the exercise price of the right. We may (i)
exchange the rights at an exchange ratio of one share of our common stock per
right, and (ii) redeem the rights, at a price of $0.01 per right, at any time
prior to an acquisition of 15% or more of the outstanding shares of our common
stock by any person or group.

Some Important Charter and Statutory Provisions. Our certificate of
incorporation provides for the division of our board of directors into three
classes of directors, each serving staggered, three year terms. Our certificate
of incorporation further provides generally that any alteration, amendment or
repeal of the sections of our certificate of incorporation dealing with the
following subjects requires the approval of the holders of at least 80% of our
outstanding voting power, unless such action is approved by a majority of our
board of directors:

. the election and classification of the board of directors;

. liability of directors; and

. the vote requirements for amendments to our certificate of
incorporation,

If any of these changes to our certificate of incorporation are approved by our
board of directors, the approval of a majority of our outstanding voting power
is required to make these changes effective.

These provisions may have the effect of deterring hostile takeovers or
delaying changes in control or management of the company.

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. In general, the statute prohibits a Delaware corporation which
has a class of stock which is listed on a national stock exchange or which has
2,000 or more stockholders of record from engaging in a business combination
with an interested stockholder (generally, the beneficial owner of 15% or more
of the corporation's outstanding voting stock) for three years following the
time the stockholder became an interested stockholder, unless, prior to that
time, the corporation's board of directors approved either the business
combination or the transaction that resulted in the stockholder becoming an
interested stockholder, or if at least two-thirds of the outstanding shares not
owned by that interested stockholder approve the business combination, or if,
upon becoming an interested stockholder, that stockholder owned at least 85% of
the outstanding shares, excluding those held by officers, directors and some
employee stock plans. A "business combination" includes a merger, asset sale,
or other transaction resulting in a financial benefit, other than
proportionately as a stockholder, to the interested stockholder.

DESCRIPTION OF WARRANTS

General. We may issue warrants to purchase our debt or equity securities. We
may issue warrants independently or together with any offered securities and
the warrants may be attached to or separate from those offered securities. We
will issue the warrants under warrant agreements to be entered into between us
and a bank or trust company, as warrant agent, all as described in the
applicable prospectus supplement. The warrant agent will act solely as our
agent in connection with the warrants of the series being offered and will not
assume any obligation or relationship of agency or trust for or with any
holders or beneficial owners of warrants.

The applicable prospectus supplement will describe the following terms,
where applicable, of warrants in respect of which this prospectus is being
delivered:

. the title of the warrants;

. the designation, amount and terms of the securities for which the
warrants are exercisable;

. the designation and terms of the other securities, if any, with which
the warrants are to be issued and the number of warrants issued with
each such security;

. the price or prices at which the warrants will be issued;

. the aggregate number of warrants;

. any provisions for adjustment of the number or amount of securities
receivable upon exercise of the warrants or the exercise price of the
warrants;

. the price or prices at which the securities purchasable upon exercise of
the warrants may be purchased;

. if applicable, the date on and after which the warrants and the
securities purchasable upon exercise of the warrants will be separately
transferable;

. if applicable, a discussion of the material United States federal income
tax considerations applicable to the exercise of the warrants;

. any other terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants;

. the date on which the right to exercise the warrants shall commence, and
the date on which the right shall expire;

. the maximum or minimum number of warrants which may be exercised at any
time; and

. information with respect to book-entry procedures, if any.

Exercise of Warrants. Each warrant will entitle the holder of warrants to
purchase for cash the amount of debt or equity securities, at the exercise
price as shall be set forth in, or be determinable as set forth in, the
prospectus supplement relating to the warrants. Warrants may be exercised at
any time up to the close of business on the expiration date set forth in the
prospectus supplement relating to the warrants. After the close of business on
the expiration date, unexercised warrants will become void.

Warrants may be exercised as set forth in the prospectus supplement relating
to the warrants. When the warrant holder makes the payment and properly
completes and signs the warrant certificate at the corporate trust office of
the warrant agent or any other office indicated in the prospectus supplement,
we will, as soon as possible, forward the debt or equity securities which the
warrant holder has purchased. If the warrant holder exercises the warrant for
less than all of the warrants represented by the warrant certificates, we will
issue a new warrant certificate for the remaining warrants.

DESCRIPTION OF THE STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS

We may issue stock purchase contracts, including contracts obligating
holders to purchase from us, and us to sell to the holders, a specified number
of shares of common stock at a future date or dates, which we refer to herein
as "stock purchase contracts." The price per share of common stock and the
number of shares of common stock may be fixed at the time the stock purchase
contracts are issued or may be determined by reference to a specific formula
set forth in the stock purchase contracts. The stock purchase contracts may be
issued separately or as part of units consisting of a stock purchase contract
and debt securities, obligations of third parties, including U.S. treasury
securities, securing the holders' obligations to purchase the common stock
under the stock purchase contracts, which we refer to herein as "stock purchase
units." The stock purchase contracts may require holders to secure their
obligations thereunder in a specified manner. The stock purchase contracts also
may require us to make periodic payments to the holders of the stock purchase
units or vice versa, and such payments may be unsecured or refunded on some
basis.

The applicable prospectus supplement will describe the terms of the stock
purchase contracts or stock purchase units. The description in the prospectus
supplement will not necessarily be complete, and reference will be made to the
stock purchase contracts, and, if applicable, collateral or depositary
arrangements, relating to the stock purchase contracts or stock purchase units.
Material United States federal income tax considerations applicable to the
stock purchase units and the stock purchase contracts will also be discussed in
the applicable prospectus supplement.

PLAN OF DISTRIBUTION

We may sell any series of debt or equity securities:

. through underwriters or dealers;

. through agents;

. directly to one or more purchasers; or

. directly to stockholders.

We may effect the distribution of the debt or equity securities from time to
time in one or more transactions either:

. at a fixed price or prices which may be changed;

. at market prices prevailing at the time of sale;

. at prices relating to such prevailing market prices; or

. at negotiated prices.

For each offering of debt or equity securities, the prospectus supplement
will describe the plan of distribution.

If we use underwriters in the sale, they will buy the debt or equity
securities for their own account. The underwriters may then resell the debt or
equity securities in one or more transactions at a fixed public offering price
or at varying prices determined at the time of sale or after the sale. The
obligations of the underwriters to purchase the debt or equity securities will
be subject to various conditions. The underwriters will be obligated to
purchase all the debt or equity securities offered if they purchase any debt or
equity securities. Any initial public offering price and any discounts or
concessions allowed or re-allowed or paid to dealers may be changed from time
to time.

If we use dealers in the sale, we will sell debt or equity securities to
these dealers as principals. The dealers may then resell the debt or equity
securities to the public at varying prices to be determined by these dealers at
the time of resale. If we use agents in the sale, they will use their
reasonable best efforts to solicit purchasers for the period of their
appointment. If we sell directly, no underwriters or agents would be involved.
We are not making an offer of debt or equity securities in any state that does
not permit such an offer.

Underwriters, dealers and agents that participate in the debt or equity
securities distribution may be deemed to be underwriters as defined in the
Securities Act of 1933. Any discounts, commissions, or profit they receive when
they resell the debt or equity securities may be treated as underwriting
discounts and commissions under that Act. We may have agreements with
underwriters, dealers and agents to indemnify them against various civil
liabilities, including certain liabilities under the Securities Act of 1933, or
to contribute with respect to payments that they may be required to make.

We may authorize underwriters, dealers or agents to solicit offers from
institutions whereby the institution contractually agrees to purchase the debt
or equity securities from us on a future date at a specified price. This type
of contract may be made only with institutions that we specifically approve.
These institutions could include banks, insurance companies, pension funds,
investment companies and educational and charitable institutions. The
underwriters, dealers or agents will not be responsible for the validity or
performance of these contracts.

Underwriters, dealers and agents may engage in transactions with us or
perform services for us in the ordinary course of business.

VALIDITY OF THE DEBT AND EQUITY SECURITIES

Sheppard, Mullin, Richter & Hampton LLP, Los Angeles, California, will issue
an opinion about the legality of the debt and equity securities for us.
Underwriters, dealers or agents, who we will identify in a prospectus
supplement may have their counsel opine about certain legal matters relating to
the debt and equity securities.

EXPERTS

The consolidated financial statements and related financial statement
schedule incorporated in this prospectus by reference from Northrop Systems'
Annual Report on Form 10-K/A for the year ended December 31, 2000 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

With respect to the unaudited interim financial information of Northrop
Grumman for the periods ended March 31, 2001 and June 30, 2001 and Northrop
Systems for the periods ended March 31, 2000 and June 30, 2000 which is
incorporated herein by reference, Deloitte & Touche LLP have applied limited
procedures in accordance with professional standards for a review of such
information. However, as stated in their reports included in Northrop Grumman's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001 and June
30, 2001 and incorporated by reference herein, they did not audit and they do
not express an opinion on that interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures applied. Deloitte & Touche
LLP are not subject to the liability provisions of Section 11 of the Securities
Act of 1933 for their reports on the unaudited interim financial information
because those reports are not "reports" or a "part" of the registration
statement prepared or certified by an accountant within the meaning of Sections
7 and 11 of the Act.

The consolidated financial statements incorporated in this prospectus by
reference from Litton's Annual Report on Form 10-K for the year ended July 31,
2000 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

[LOGO] Northrop Grumman

[LOGO OF NORTHROP GRUMMAN CORPORATION]

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses, other than underwriting
discounts and commissions, expected to be incurred in connection with the
offering or offerings described in this registration statement. All amounts are
estimated except the Securities and Exchange Commission registration fee.

Securities and Exchange Commission registration fee $ 500,000
Trustee fees and expenses.......................... 20,000
Legal fees and expenses............................ 175,000
Accounting fees and expenses....................... 40,000
Printing and engraving fees and expenses........... 100,000
Rating agency fees................................. 150,000
Blue Sky fees and expenses (including legal fees).. 20,000
Miscellaneous...................................... 15,000
----------
Total.............................................. $1,020,000

==========

Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the DGCL, provides that a corporation may indemnify directors
and officers as well as other employees and individuals against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation--a "derivative action") if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceedings, had no reasonable cause to believe their conduct was unlawful.

A similar standard is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement
of such action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.

As permitted by Section 145 of the DGCL, Article EIGHTEENTH of Northrop
Grumman's restated certificate of incorporation, as amended, provides:

"A director of the Corporation shall not be personally liable to the
Corporation or to its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or to its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation
Law of the State of Delaware, or (iv) for any transaction from which the
director derives any improper personal benefit. If, after approval of this
Article by the stockholders of the Corporation, the General Corporation Law of
the State of Delaware is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation shall be eliminated or limited to the fullest extent permitted
by the General Corporation Law of the State of Delaware, as so amended. Any
repeal or modification of this Article by the stockholders of the Corporation
as provided in Article Seventeen hereof shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification."

II-1

Northrop Grumman has entered into an agreement with each of its directors
and certain of its officers indemnifying them to the fullest extent permitted
by the foregoing. Northrop Grumman has also purchased director and officer
liability insurance.

Item 16. EXHIBITS

1-1 Form of Underwriting Agreement relating to common equity securities (incorporated by reference to
Form S-3 Registration Statement filed August 10, 2001).

1-2 Form of Underwriting Agreement relating to preferred equity securities (incorporated by reference to
Form S-3 Registration Statement filed August 10, 2001).

1-3 Form of Underwriting Agreement relating to debt securities (incorporated by reference to Form S-3
Registration Statement filed August 10, 2001).

4-1 Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Form S-4
Registration Statement filed February 1, 2001).

4-2 Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Form 10-Q for
the quarter ended March 31, 2001).

4-3 Certificate of Amendment of Certificate of Incorporation dated May 21, 2001 (incorporated by
reference to Form 10-Q for the quarter ended June 30, 2001).

4-4 Form of Certificate of Designations, Preferences and Rights of Series B Preferred Stock of Northrop
Grumman (incorporated by reference to Form S-4 Registration Statement filed February 1, 2001).

4-5 Restated Bylaws (incorporated by reference to Form S-4 Registration Statement filed
February 1, 2001).

4-6 Rights Agreement dated as of January 31, 2001 between Northrop Grumman Corporation and
EquiServe Trust Company (incorporated by reference to Form S-4 Registration Statement filed
March 27, 2001).

4-7 Form of Senior Indenture (incorporated by reference to Form S-3 Registration Statement filed
August 10, 2001).

4-8 Form of Subordinated Indenture (incorporated by reference to Form S-3 Registration Statement filed
August 10, 2001).

4-9 Form of Warrant Agreement for Debt Securities (incorporated by reference to Form S-3 Registration
Statement filed August 10, 2001).

4-10 Form of Warrant Agreement for Equity Securities (incorporated by reference to Form S-3 Registration
Statement filed August 10, 2001).

4-11 Form of Certificate for Common Stock (incorporated by reference to Form S-3 Registration Statement
filed August 10, 2001).

4-12 Form of Certificate of Designations of Preferred Stock (incorporated by reference to Form S-3
Registration Statement filed August 10, 2001).

5-1 Opinion of Sheppard, Mullin, Richter & Hampton LLP.

12-1 Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Form S-3
Registration Statement filed August 10, 2001).

15-1 Letter from independent accountants regarding unaudited interim accounting information.

23-1 Consent of Deloitte & Touche LLP with respect to Northrop Grumman.

23-2 Consent of Deloitte & Touche LLP with respect to Litton.

23-3 Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5-1).

24-1 Power of Attorney.

25-1 Form T-1 Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act of 1939.

II-2

Item 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(a) to file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any fact or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in the registration statement;

provided, however, that the undertakings set forth in the paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

(b) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(d) that, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(e) that, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in such Act and will be governed by the final adjudication of such
issue.

(f) that, for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and

II-3

contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (a) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.

(g) that, for purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(h) to file an application for the purposes of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of such Act.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 9th day of
October, 2001.

NORTHROP GRUMMAN CORPORATION

/s/ JOHN H. MULLAN
By: _________________________________
John H. Mullan
Corporate Vice President and
Secretary

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of W. Burks Terry and John H. Mullan with
full power to act alone, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement and any subsequent registration statement filed by the registrant
pursuant to Rule 462(b) of the Securities Act, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

* Chairman of the Board, Chief October 9, 2001
--------------------- Executive Officer and Director
Kent Kresa (Principal Executive Officer)

* President, Chief Operating Officer October 9, 2001
--------------------- and Director
Ronald D. Sugar

* Corporate Vice President and Chief October 9, 2001
--------------------- Financial Officer (Principal
Richard B. Waugh, Jr. Financial Officer)

* Corporate Vice President and October 9, 2001
--------------------- Controller (Principal Accounting
Sandra J. Wright Officer)

* Director October 9, 2001
---------------------
John T. Chain, Jr.

S-1

Signature Title Date
--------- ----- ----

* Director October 9, 2001
---------------------
Lewis W. Coleman

* Director October 9, 2001
---------------------
Vic Fazio

* Director October 9, 2001
---------------------
Phillip Frost

* Director October 9, 2001
---------------------
Charles A. Larson

--------------------- Director
Jay H. Nussbaum

* Director October 9, 2001
---------------------
Aulana L. Peters

* Director October 9, 2001
---------------------
John Brooks Slaughter

/s/ JOHN H. MULLAN
* By: _________________________________________________________________________
John H. Mullan
Attorney-in-Fact

S-2

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
------ -----------

5-1 Opinion of Sheppard, Mullin, Richter & Hampton LLP.

15-1 Letter from independent accountants regarding unaudited interim accounting information.

23-1 Consent of Deloitte & Touche LLP with respect to Northrop Grumman.

23-2 Consent of Deloitte & Touche LLP with respect to Litton.

24-1 Power of Attorney.

25-1 Form T-1 Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act of
1939.