<PAGE>
   
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1996
    
 
                                                      REGISTRATION NO. 333-02453
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
   
                                AMENDMENT NO. 2
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
    
                            ------------------------
                          NORTHROP GRUMMAN CORPORATION
             (Exact name of Registrant as specified in its charter)
 
                DELAWARE                                95-1055798
    (State or other jurisdiction of                  (I.R.S. Employer
     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)
 
            JAMES C. JOHNSON, 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)
                            ------------------------
 
                                   COPIES TO:
 
          John D. Hussey, Esq.                     John R. Light, Esq.
Sheppard, Mullin, Richter & Hampton LLP              Latham & Watkins
   333 South Hope Street, 48th Floor        633 West Fifth Street, Suite 4000
     Los Angeles, California 90071            Los Angeles, California 90071
             (213) 620-1780                           (213) 485-1234
 
                            ------------------------
 
          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
 As soon as practicable after this Registration Statement has become effective
                            ------------------------
 
    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.
 
    The prospectus contained in  this Registration Statement  also relates to  a
registration  statement previously  filed with the  Commission (Registration No.
33-55143).
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>
Information   contained  herein  is  subject   to  completion  or  amendment.  A
registration statement  relating to  these securities  has been  filed with  the
Securities  and Exchange  Commission. These securities  may not be  sold nor may
offers to buy be accepted prior  to the time the registration statement  becomes
effective.  This  Prospectus  shall  not  constitute an  offer  to  sell  or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in  any State in which such offer,  solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

<PAGE>
   
                   SUBJECT TO COMPLETION, DATED JUNE 3, 1996
    
 
                                7,000,000 Shares
 
                                NORTHROP GRUMMAN
                                  Common Stock
                               ($1.00 PAR VALUE)
 
                                 --------------
 
ALL OF THE SHARES OF COMMON STOCK,  PAR VALUE $1.00 PER SHARE ("COMMON  STOCK"),
OF  NORTHROP GRUMMAN CORPORATION (THE "COMPANY")  OFFERED HEREBY ARE BEING SOLD
 BY THE  COMPANY. OF  THE 7,000,000  SHARES OF  COMMON STOCK  BEING  OFFERED,
   5,950,000  SHARES ARE INITIALLY  BEING OFFERED IN  THE UNITED STATES AND
     CANADA (THE  "U.S.  SHARES")  BY  THE  U.S.  UNDERWRITERS  (THE  "U.S.
     OFFERING")  AND  1,050,000  SHARES ARE  INITIALLY  BEING CONCURRENTLY
      OFFERED OUTSIDE THE  UNITED STATES AND  CANADA (THE  "INTERNATIONAL
       SHARES")  BY  THE  MANAGERS  (THE  "INTERNATIONAL  OFFERING"  AND,
       TOGETHER WITH THE U.S.  OFFERING, THE "OFFERINGS"). THE  OFFERING
        PRICE AND UNDERWRITING DISCOUNTS AND  COMMISSIONS OF THE U.S.
             OFFERING AND THE INTERNATIONAL OFFERING ARE IDENTICAL.
 
   
THE  COMMON STOCK OF THE  COMPANY IS LISTED ON THE  NEW YORK STOCK EXCHANGE (THE
"NYSE") AND THE  PACIFIC STOCK  EXCHANGE UNDER THE  SYMBOL "NOC."  ON MAY  29,
  1996,  THE LAST REPORTED SALE PRICE  OF THE COMMON       STOCK ON THE NYSE
         WAS $62 1/4. SEE "PRICE RANGE OF COMMON STOCK AND DIVIDENDS."
    
 
                                 --------------
 
THESE SECURITIES  HAVE  NOT  BEEN  APPROVED OR  DISAPPROVED  BY  THE  SECURITIES
   AND   EXCHANGE  COMMISSION   OR  ANY   STATE  SECURITIES   COMMISSION  NOR
     HAS  THE   SECURITIES   AND   EXCHANGE   COMMISSION   OR   ANY   STATE
        SECURITIES   COMMISSION   PASSED  UPON   THE  ACCURACY   OR  AD-
            EQUACY   OF   THIS   PROSPECTUS.   ANY    REPRESENTATION
                       TO THE CONTRARY IS A CRIMINAL OFFENSE.
 

<TABLE>
<CAPTION>
                                                                             UNDERWRITING
                                                            PRICE TO         DISCOUNTS AND       PROCEEDS TO
                                                             PUBLIC           COMMISSIONS        COMPANY(1)
                                                        -----------------  -----------------  -----------------
<S>                                                     <C>                <C>                <C>
PER SHARE.............................................          $                  $                  $
TOTAL (2).............................................          $                  $                  $
</TABLE>

 
(1) BEFORE DEDUCTION OF EXPENSES PAYABLE BY THE COMPANY, ESTIMATED AT $700,000.
 
(2)  THE COMPANY HAS GRANTED  THE U.S. UNDERWRITERS AND  THE MANAGERS AN OPTION,
    EXERCISABLE BY CS  FIRST BOSTON CORPORATION  FOR THIRTY (30)  DAYS FROM  THE
    DATE  OF  THIS PROSPECTUS,  TO PURCHASE  A  MAXIMUM OF  1,050,000 ADDITIONAL
    SHARES TO COVER  OVER-ALLOTMENTS OF SHARES.  IF THE OPTION  IS EXERCISED  IN
    FULL,  THE TOTAL PRICE TO PUBLIC WILL BE $          , UNDERWRITING DISCOUNTS
    AND COMMISSIONS  WILL BE  $              AND  PROCEEDS  TO COMPANY  WILL  BE
    $         .
 
    THE U.S. SHARES ARE OFFERED BY THE SEVERAL U.S. UNDERWRITERS WHEN, AS AND IF
ISSUED  BY THE COMPANY, DELIVERED  TO AND ACCEPTED BY  THE U.S. UNDERWRITERS AND
SUBJECT TO THEIR RIGHT TO REJECT ORDERS IN WHOLE OR IN PART. IT IS EXPECTED THAT
THE U.S. SHARES WILL BE READY  FOR DELIVERY ON OR ABOUT  JUNE   , 1996,  AGAINST
PAYMENT IN IMMEDIATELY AVAILABLE FUNDS.
 
CS First Boston
                              Merrill Lynch & Co.
 
                                                            Salomon Brothers Inc
 
                 THE DATE OF THIS PROSPECTUS IS JUNE   , 1996.

<PAGE>
    IN  CONNECTION WITH THE OFFERINGS, CS  FIRST BOSTON CORPORATION ON BEHALF OF
THE U.S. UNDERWRITERS  AND THE  MANAGERS MAY OVER-ALLOT  OR EFFECT  TRANSACTIONS
WHICH  STABILIZE OR  MAINTAIN THE MARKET  PRICE OF  THE COMMON STOCK  AT A LEVEL
ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL  IN THE OPEN MARKET. SUCH  TRANSACTIONS
MAY  BE EFFECTED ON THE  NEW YORK STOCK EXCHANGE,  THE PACIFIC STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
    DURING THIS OFFERING, CERTAIN PERSONS AFFILIATED WITH PERSONS  PARTICIPATING
IN THE DISTRIBUTION MAY ENGAGE IN TRANSACTIONS FOR THEIR OWN ACCOUNTS OR FOR THE
ACCOUNTS  OF OTHERS IN  THE COMMON STOCK  OF THE COMPANY  PURSUANT TO EXEMPTIONS
CONTAINED IN RULES 10B-6, 10B-7 AND  10B-8 UNDER THE SECURITIES EXCHANGE ACT  OF
1934.
 
                           FORWARD LOOKING STATEMENTS
 
    THE  FORWARD LOOKING  STATEMENTS CONTAINED  IN THIS  PROSPECTUS, CONCERNING,
AMONG OTHER  THINGS,  FUTURE RESULTS  OF  OPERATIONS, DELIVERIES,  TRENDS,  CASH
FLOWS,  MARKETS  AND PROGRAMS  ARE PROJECTIONS  AND  ARE NECESSARILY  SUBJECT TO
VARIOUS  RISKS  AND  UNCERTAINTIES.  ACTUAL  OUTCOMES  ARE  DEPENDENT  UPON  THE
COMPANY'S  SUCCESSFUL  PERFORMANCE  OF  INTERNAL  PLANS,  GOVERNMENT  CUSTOMERS'
BUDGETARY RESTRAINTS,  CUSTOMER CHANGES  IN SHORT  RANGE AND  LONG RANGE  PLANS,
DOMESTIC AND INTERNATIONAL COMPETITION IN BOTH THE DEFENSE AND COMMERCIAL AREAS,
PRODUCT  PERFORMANCE,  CONTINUED  DEVELOPMENT AND  ACCEPTANCE  OF  NEW PRODUCTS,
PERFORMANCE ISSUES WITH KEY SUPPLIERS AND SUBCONTRACTORS, GOVERNMENT IMPORT  AND
EXPORT  POLICIES,  TERMINATION  OF  GOVERNMENT  CONTRACTS,  POLITICAL PROCESSES,
LEGAL, FINANCIAL AND  GOVERNMENTAL RISKS RELATED  TO INTERNATIONAL  TRANSACTIONS
AND GLOBAL NEEDS FOR MILITARY AND COMMERCIAL AIRCRAFT AND ELECTRONIC SYSTEMS AND
SUPPORT,  AS  WELL  AS OTHER  ECONOMIC,  POLITICAL AND  TECHNOLOGICAL  RISKS AND
UNCERTAINTIES.
 
                             AVAILABLE INFORMATION
 
    The Company is subject to  the informational requirements of the  Securities
Exchange  Act  of  1934, as  amended  (the  "Exchange Act"),  and  in accordance
therewith files  reports,  proxy  statements  and  other  information  with  the
Securities  and  Exchange  Commission (the  "Commission").  Such  reports, proxy
statements and other information may be inspected and copies may be obtained  at
the  principal office  of the Commission  at 450 Fifth  Street, N.W, Washington,
D.C.  20549,  and  at  the   following  regional  offices  of  the   Commission:
Northwestern  Atrium  Center,  500  West Madison  Street,  Suite  1400, Chicago,
Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York  10048.
Copies  of such materials can  be obtained from the  Public Reference Section of
the Commission, 450  Fifth Street,  N.W, Washington, D.C.  20549, at  prescribed
rates.  Reports, proxy statements  and other information  concerning the Company
can also be inspected at  the offices of the New  York Stock Exchange, Inc.,  20
Broad  Street, New York, New  York 10005; and the  Pacific Stock Exchange, Inc.,
233 South Beaudry Avenue,  Los Angeles, California 90012,  and 301 Pine  Street,
San Francisco, California 94104.
 
    The  Company has filed with the Commission a Registration Statement (herein,
together with all amendments thereto, called the "Registration Statement") under
the Securities Act of 1933, as  amended (the "Securities Act"), with respect  to
the  securities  offered hereby.  This Prospectus  does not  contain all  of the
information  included  in  the  Registration  Statement  and  the  exhibits  and
schedules thereto. Statements contained in this Prospectus as to the contents of
any contract or other document referred to herein and filed as an exhibit to the
Registration  Statement  are not  necessarily  complete, and,  in  each instance
reference is made to  the copy of  such contract or other  document filed as  an
exhibit  to the Registration  Statement, each such  statement being qualified in
all respects by  such reference.  For further  information with  respect to  the
Company and the securities being offered hereby, reference is hereby made to the
Registration Statement and the exhibits and schedules thereto.
 
                                       2

<PAGE>
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
    The  Company has filed  with the Commission,  pursuant to Section  13 of the
Exchange Act:
 
        (i) an Annual Report on Form 10-K for the year ended December 31, 1995;
 
   
        (ii) a Current Report on  Form 8-K filed March  18, 1996, as amended  on
    Form 8-K/A dated May 31, 1996;
    
 
       (iii)  a Quarterly Report  on Form 10-Q  for the quarter  ended March 31,
    1996;
 
        (iv) a description of  the Common Stock  of the Company  set forth in  a
    Registration Statement on Form 8-B dated June 20, 1985; and
 
        (v) a description of the Common Stock Purchase Rights of the Company set
    forth  in a Registration Statement on Form  8-A filed September 22, 1988, as
    amended on Form 8  filed August 2,  1991, as further  amended on Form  8-A/A
    filed October 7, 1994;
 
    which  are  hereby incorporated  by reference  in  and made  a part  of this
    Prospectus.
 
        All documents  hereafter  filed  by  the  Company  with  the  Commission
    pursuant  to Section 13(a), 13(c), 14 or  15(d) of the Exchange Act prior to
    the filing of a post-effective amendment which indicates that all securities
    offered hereby  have been  sold  or which  deregisters all  securities  then
    remaining  unsold shall be deemed to be  incorporated by reference in and to
    be a part of this Prospectus from the date of filing of such documents.  Any
    statement  contained in a document incorporated by reference or deemed to be
    incorporated herein  shall  be  deemed  to be  modified  or  superseded  for
    purposes  of this Prospectus to the extent that a statement contained herein
    or in any other subsequently filed document which also is or is deemed to be
    incorporated by reference herein modifies or supersedes such statement.  Any
    such  statement so modified or superseded shall  not be deemed, except as so
    modified or superseded, to constitute a part of this Prospectus.
 
        In this Prospectus, references to "dollars" and "$" are to United States
    dollars.
 
        THIS PROSPECTUS  INCORPORATES  DOCUMENTS  BY  REFERENCE  WHICH  ARE  NOT
    PRESENTED  HEREIN  OR  DELIVERED HEREWITH.  THESE  DOCUMENTS  (NOT INCLUDING
    EXHIBITS TO  SUCH  DOCUMENTS,  UNLESS  SUCH  EXHIBITS  ARE  INCORPORATED  BY
    REFERENCE  IN SUCH DOCUMENTS)  ARE AVAILABLE WITHOUT  CHARGE UPON WRITTEN OR
    ORAL REQUEST DIRECTED  TO: JAMES  C. JOHNSON, CORPORATE  VICE PRESIDENT  AND
    SECRETARY,  NORTHROP  GRUMMAN  CORPORATION,  1840  CENTURY  PARK  EAST,  LOS
    ANGELES, CALIFORNIA 90067 (TELEPHONE: (310) 553-6262).
 
                                       3

<PAGE>
                               PROSPECTUS SUMMARY
 
    THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION  WITH, THE MORE  DETAILED INFORMATION AND  FINANCIAL DATA (INCLUDING
FINANCIAL STATEMENTS, PRO FORMA FINANCIAL  DATA AND THE NOTES THERETO)  INCLUDED
ELSEWHERE IN THIS PROSPECTUS OR INCORPORATED HEREIN BY REFERENCE.
 
                                  THE COMPANY
 
    Northrop  Grumman  Corporation  (the "Company")  is  an  advanced technology
aerospace and  defense company  operating primarily  in two  business  segments:
electronics and systems integration and military and commercial aircraft. Within
the  electronics and systems integration segment,  the Company is engaged in the
design, development  and manufacture  of a  wide variety  of complex  electronic
products  such as  airborne radar,  surveillance and  battle management systems,
electronic countermeasures, precision weapons, antisubmarine warfare systems and
air traffic  control  systems.  Within  the  military  and  commercial  aircraft
segment,  the Company  is engaged  in the  design, development,  manufacture and
modification of military aircraft and commercial aerostructures. The Company  is
also  engaged in the design, development and manufacture of information systems,
marine propulsion and power generation systems  and a variety of other  products
and  services. Approximately three-fourths of the Company's revenues in 1996 are
expected to be generated from the  U.S. Department of Defense (the "DOD"),  with
the balance provided by contracts with commercial aerospace manufacturers, other
U.S. government agencies and various foreign customers.
 
    The Company has a balance of programs in both the production and development
phases.  While  production programs  generally  involve less  risk  and generate
greater cash flow than development programs, development programs are  essential
for  future growth  opportunities. Based  on its  backlog and  business mix, the
Company believes  that  its  cash  flow  from  operations  as  compared  to  its
investment  requirements will result in significant cash flow available for debt
reduction, dividends and other uses over the next several years.
 
    Many of the  Company's programs  are among  the principal  programs for  the
various  branches of the U.S.  military. The Company is  the prime contractor on
the B-2 Stealth Bomber, the only  strategic bomber currently in production;  the
principal  subcontractor  on  the  F/A-18C/D  Hornet,  the  U.S.  Navy's primary
strike/attack aircraft,  as  well as  on  the next  generation  F/A-18E/F  Super
Hornet;  the prime  contractor on  the E-2C  Hawkeye, the  U.S. Navy's principal
early warning, command and  control aircraft; the prime  contractor for the  E-8
Joint  STARS aircraft  radar system, which  will be the  primary airborne ground
surveillance and battle management system for  the U.S. Air Force and Army;  the
prime   contractor  on   the  BAT  "Brilliant"   self-guided  submunition  under
development for the  U.S. Army; the  supplier of the  APG-68 Fire Control  Radar
used on the F-16, one of the most widely used fighter aircraft in the world; the
supplier of the ARSR-4 Long Range Radar, a three-dimensional air traffic control
radar  system  used  by  the  U.S.  Air  Force  and  the  U.S.  Federal Aviation
Administration; and the  supplier of  the AN/APY-1, 2  surveillance radar  which
provides   real-time,  all-altitude  and  beyond-the-horizon  target  detection,
identification and tracking for the E-3 AWACS surveillance aircraft.
 
    The Company is also one of  the world's leading manufacturers of  commercial
aerostructures  and components. The  Company manufactures major  portions of the
Boeing 747,  757 and  767 jetliners  as well  as significant  subassemblies  and
components for other commercial aircraft, including the Boeing 777 jetliner.
 
                                    STRATEGY
 
    The  Company intends to strengthen its position as a leader in the aerospace
and defense  industry by  pursuing  the following  strategies: (i)  focusing  on
segments  of defense markets that are growing  and where the Company has premier
technological capabilities, particularly in electronics and electronics  systems
integration; and (ii) leveraging its airframe design expertise and manufacturing
strengths  to  remain  a  key competitor  in  military  aircraft  and commercial
aerostructures. The  Company  has  been pursuing  these  strategies  since  1992
through  both internal  initiatives and  acquisitions and,  as a  result, enjoys
leading positions in those market segments  in which it chooses to compete.  The
Company's  primary objective in pursuit of these strategies is to maximize total
return on investment.
 
                                       4

<PAGE>
    The  Company   is   transforming   itself   from   primarily   an   aircraft
designer/manufacturer  to an electronics and  systems integration company with a
leading airframe  and  aerostructures  business.  In  early  1994,  the  Company
significantly  expanded its electronics business with the acquisition of Grumman
Corporation ("Grumman"), a  leading electronic systems  integration company.  In
March   of  1996,  the  Company  acquired   the  Electronics  Systems  Group  of
Westinghouse  Electric  Corporation  ("ESG").  ESG  is  a  leading  producer  of
sophisticated  electronics for defense,  government and commercial applications.
As a result of these acquisitions, the Company expects that its electronics  and
systems  integration revenues will approximate 50% of total revenues in 1996 and
that this percentage will continue to increase in the future.
 
    This strategic  transformation positions  the Company  to meet  the  growing
needs  of the DOD for more  sophisticated electronics and integrated electronics
systems. Since the end of the Cold War, the DOD has recognized the necessity  of
maintaining  an  effective fighting  force with  fewer defense  dollars, thereby
placing a premium on sophisticated systems that provide long-range surveillance,
battle management and  precision-strike capabilities. As  military systems  have
become  more complex,  integration of  the electronic  functions of  the various
platforms, weapons and support systems has become increasingly important. Budget
constraints have also encouraged spending on program modifications, upgrades and
extensions rather than  on new development  programs, further increasing  demand
for  sophisticated electronics systems. As  a technological leader in designing,
manufacturing and integrating the sophisticated electronics systems that provide
long-range surveillance,  battle management  and precision-strike  capabilities,
the  Company believes that it is well positioned to serve the electronic systems
market.
 
    The Company  has  also strengthened  its  military and  commercial  aircraft
segment.   In  1992,  the  Company  acquired  49%  of  Vought  Aircraft  Company
("Vought"), a leading  manufacturer of commercial  and military  aerostructures,
and  in 1994  acquired the  remaining 51%  of Vought  and the  military aircraft
business of Grumman. These acquisitions  and the Company's internal  initiatives
have  enabled the Company  to establish a leading  position in military aircraft
and commercial aerostructures. The Company  believes that it will maintain  this
leadership  position as  a result of  its airframe  design experience, including
stealth technology, as well as its cost-competitive manufacturing capabilities.
 
                               ACQUISITION OF ESG
 
    On March  1,  1996,  the  Company  completed  the  acquisition  of  ESG  for
approximately  $2.9  billion in  cash (the  "Acquisition").  For the  year ended
December 31, 1995, ESG  generated revenue of $2.6  billion. The Acquisition  was
financed  with a combination  of bank borrowings  and intermediate and long-term
notes and debentures. The business of ESG  is now operated as the Company's  new
Electronic Sensors and Systems Division ("ESSD").
 
    ESSD is a leading supplier of electronic systems for defense, government and
commercial  applications.  It  employs  nearly  12,000  people  worldwide  at 15
operating locations,  primarily in  the United  States. ESSD  has a  diversified
portfolio  of programs with  no single program  accounting for more  than 10% of
revenues  in  1995.  Approximately  one-half   of  ESSD's  1995  revenues   were
attributable  to  radar technology  applied to  surveillance, fire  control, air
traffic control and  other purposes.  ESSD also designs  and manufactures  other
avionics  products, electro-optical  systems, undersea  and marine  products and
material handling systems.
 
    The Acquisition represents  a substantial step  in the Company's  continuing
transformation  from an aircraft designer/manufacturer  to a defense electronics
and systems  integration  company with  a  leading aircraft  and  aerostructures
business.  The Acquisition enables the Company  to serve a larger customer base,
domestically and internationally, and is expected to provide the opportunity  to
achieve  revenue growth  and greater cash  flow stability.  The Acquisition will
also enable the Company to  enhance its role on  important programs such as  E-8
Joint  STARS and BAT, and  to expand its business into  the areas of air traffic
control and anti-submarine warfare systems.
 
                                       5

<PAGE>
                                 THE OFFERINGS
 
   

<TABLE>
<S>                             <C>        <C>
Common Stock Offered (1):
  U.S. Offering...............  5,950,000  shares
  International Offering......  1,050,000  shares
                                ---------
    Total.....................  7,000,000  shares
                                ---------
                                ---------
Common Stock Outstanding:
  Before the Offerings (at May
   30, 1996)..................  49,638,407 shares
  After the Offerings (1).....  56,638,407 shares
Dividends.....................  For historical  information related  to dividends  declared
                                and  the Company's future dividend policy, see "Price Range
                                of Common Stock and Dividends."
Use of Proceeds...............  The net proceeds of the Offerings  will be used to repay  a
                                portion  of the bank borrowings  incurred by the Company in
                                connection with the Acquisition. See "Use of Proceeds"  and
                                "The Company -- Acquisition of ESG."
New York Stock Exchange and
 Pacific Stock Exchange
 Symbol.......................  NOC
</TABLE>

    
 
- ------------------------
(1) Does  not include  up to  1,050,000 shares  of Common  Stock subject  to the
    over-allotment option granted by  the Company to  the U.S. Underwriters  and
    the Managers.
 
                                       6

<PAGE>
                SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA
 
    The  following summary  historical financial data  with respect  to the five
years ended  December 31,  1995, have  been derived  from and  are qualified  by
reference  to the  audited consolidated  financial statements  and notes thereto
filed by  the Company  with  the Commission  which  are incorporated  herein  by
reference.  The data  for the  three months  ended March  31, 1996  and 1995 are
unaudited but, in the opinion of management, reflect all adjustments, consisting
of normal  recurring  adjustments, necessary  for  a fair  presentation  of  the
results of operations and financial position for such periods. Operating results
for  the three months ended March 31, 1996  may not be indicative of the results
that may  be expected  for the  year ending  December 31,  1996, or  any  future
period. All such summary historical financial data should be read in conjunction
with  "Selected Consolidated  Financial Data"  and "Management's  Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations,"  included  or
incorporated  by reference herein.  The summary pro forma  data for December 31,
1995 and March 31, 1996  and the periods then ended  have been derived from  the
"Unaudited  Pro Forma Condensed  Combined Financial Data"  included herein which
are based upon the historical  consolidated financial statements of the  Company
and  the  historical  combined  financial  statements  of  ESG  which  are  also
incorporated herein by  reference, adjusted  to give effect  to the  Acquisition
using  the purchase method of  accounting. The pro forma  Operating Data for the
year ended December  31, 1995 and  the three  months ended March  31, 1996  give
effect  to the Acquisition as if it had  occurred as of January 1, 1995. The pro
forma Balance Sheet Data give effect to the Acquisition as if it had occurred on
December 31,  1995. The  pro forma  financial data  do not  give effect  to  the
proposed  issuance of shares in the Offerings and the use of proceeds therefrom.
See  also  "Available  Information,"  "Incorporation  of  Certain  Documents  by
Reference" and "Unaudited Pro Forma Condensed Combined Financial Data."
 

<TABLE>
<CAPTION>
                                                                            FOR FISCAL YEAR ENDED DECEMBER 31,
                                                           --------------------------------------------------------------------
                                                                         1995        1994        1993       1992        1991
                                                                       --------   ----------   --------   --------   ----------
                                                           PRO FORMA
                                                             1995
                                                           ---------
                                                           (UNAUDITED)    ($ IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                                        <C>         <C>        <C>          <C>        <C>        <C>
Operating Data:
  Net sales..............................................  $  9,158    $  6,818   $    6,711   $  5,063   $  5,550   $    5,694
  Cost of sales
    Operating costs......................................     7,230       5,319        5,477      4,385      4,877        4,817
    Administrative and general expenses..................     1,283         963          753        485        455          531
    Special termination benefits.........................                                282
    Restructuring charges................................        51
                                                           ---------   --------   ----------   --------   --------   ----------
  Operating margin.......................................       594         536          199        193        218          346
  Other, net.............................................        (5)          9          (31)        13          5
  Interest expense, net..................................      (346)       (136)        (103)       (36)       (43)         (69)
                                                           ---------   --------   ----------   --------   --------   ----------
  Income before income taxes and cumulative effect of
   accounting principle changes..........................       243         409           65        170        180          277
  Federal and foreign income taxes.......................       107         157           30         74         59            9
                                                           ---------   --------   ----------   --------   --------   ----------
  Income before cumulative effect of accounting principle
   changes...............................................       136         252           35         96        121          268
  Cumulative effect of accounting principle changes......                                                                   (67)
                                                           ---------   --------   ----------   --------   --------   ----------
  Net income.............................................  $    136    $    252   $       35   $     96   $    121   $      201
                                                           ---------   --------   ----------   --------   --------   ----------
                                                           ---------   --------   ----------   --------   --------   ----------
  Earnings per share before cumulative effect of
   accounting principle changes..........................  $   2.75    $   5.11   $      .72   $   1.99   $   2.56   $     5.69
  Cumulative effect of accounting principle changes, per
   share.................................................                                                                 (1.43)
                                                           ---------   --------   ----------   --------   --------   ----------
  Earnings per share.....................................  $   2.75    $   5.11   $      .72   $   1.99   $   2.56   $     4.26
                                                           ---------   --------   ----------   --------   --------   ----------
                                                           ---------   --------   ----------   --------   --------   ----------
Balance Sheet Data:
  Total assets...........................................  $  9,646    $  5,455   $    6,047   $  2,939   $  3,162   $    3,128
  Net working capital....................................       321         357          467        481        354          611
  Total debt.............................................     4,344       1,372        1,934        160        510          550
  Shareholders' equity...................................     1,459       1,459        1,290      1,322      1,254        1,182
Other Data:
  Capital expenditures...................................  $    188    $    133   $      134   $    135   $    123   $      118
  Depreciation and amortization..........................       471         283          269        214        160          171
  Funded order backlog...................................    13,433       9,947       12,173      6,919      7,175        8,561
  Dividends per share....................................  $   1.60    $   1.60   $     1.60   $   1.60   $   1.20   $     1.20
  Weighted average shares outstanding (in millions)......      49.4        49.4         49.2       48.1       47.2         47.1
</TABLE>

 
                                       7

<PAGE>
          SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA (CONTINUED)
 

<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED MARCH 31,
                                                                               ---------------------------------
                                                                                          (UNAUDITED)
                                                                               PRO FORMA
                                                                                 1996        1996        1995
                                                                               ---------   --------   ----------
                                                                               ($ IN MILLIONS, EXCEPT PER SHARE
                                                                                             DATA)
<S>                                                                            <C>         <C>        <C>
Operating Data:
  Net sales..................................................................  $  1,850    $ 1,603    $   1,617
  Cost of sales
    Operating costs..........................................................     1,476      1,273        1,299
    Administrative and general expenses......................................       231        191          201
                                                                               ---------   --------   ----------
  Operating margin...........................................................       143        139          117
  Interest expense, net......................................................       (81)       (46)         (34)
  Other, net.................................................................         8          9            5
                                                                               ---------   --------   ----------
  Income before income taxes.................................................        70        102           88
  Federal and foreign income taxes...........................................        29         41           34
                                                                               ---------   --------   ----------
  Net income.................................................................  $     41    $    61    $      54
                                                                               ---------   --------   ----------
                                                                               ---------   --------   ----------
  Earnings per share.........................................................  $    .83    $  1.23    $    1.10
                                                                               ---------   --------   ----------
                                                                               ---------   --------   ----------
Balance Sheet Data:
  Total assets...............................................................              $ 9,495    $   6,090
  Net working capital........................................................                  339          469
  Total debt.................................................................                4,201        1,787
  Shareholders' equity.......................................................                1,505        1,326
Other Data:
  Capital expenditures.......................................................              $    41    $      45
  Depreciation and amortization..............................................                   71           67
  Funded order backlog.......................................................               12,543       11,477
  Dividends per share........................................................              $   .40    $     .40
  Weighted average shares outstanding (in millions)..........................                 49.6         49.3
</TABLE>

 
                                       8

<PAGE>
                                USE OF PROCEEDS
 
    The  Company intends to apply the net proceeds from the Offerings, estimated
to be  approximately $420.3  million  (or approximately  $483.4 million  if  the
overallotment option is exercised), assuming an offering price of $62 per share,
to  repay a  portion of  the Company's bank  borrowings incurred  to finance the
Acquisition in March 1996.  The indebtedness to be  repaid with the proceeds  of
the Offerings currently bears interest at 5.94% and has a maturity date of March
1, 1998.
 
                                 CAPITALIZATION
 
    The  following table sets forth (i) the  capitalization of the Company as at
March 31, 1996,  and (ii)  the capitalization as  adjusted to  reflect the  sale
pursuant  to  the  Offerings  of  7,000,000  shares  of  Common  Stock  and  the
application of the estimated net proceeds therefrom. See "Use of Proceeds."
 

<TABLE>
<CAPTION>
                                                                                        AS OF MARCH 31, 1996
                                                                                    -----------------------------
                                                                                       ACTUAL     AS ADJUSTED (A)
                                                                                    ------------  ---------------
                                                                                           ($ IN MILLIONS)
<S>                                                                                 <C>           <C>
Current portion of long-term debt.................................................  $     250        $     250
                                                                                       ------           ------
Long-term debt:
  Bank term loans and revolving credit facility (b)...............................      2,350            1,930
  8 5/8% Notes due 2004...........................................................        350              350
  7% Notes due 2006...............................................................        400              400
  7 3/4% Debentures due 2016......................................................        300              300
  9 3/8% Debentures due 2024......................................................        250              250
  7 7/8% Debentures due 2026......................................................        300              300
  Other...........................................................................          1                1
                                                                                       ------           ------
    Total long-term debt..........................................................      3,951            3,531
                                                                                       ------           ------
    Total debt....................................................................      4,201            3,781
Shareholders' equity:
  Preferred stock, 10,000,000 shares authorized; none issued......................
  Common stock (c), 200,000,000 shares authorized; 49,632,060 shares issued;
   56,632,060 shares issued as adjusted (d).......................................        276              696
  Retained earnings...............................................................      1,241            1,241
  Unfunded pension losses, net of taxes...........................................        (12)             (12)
                                                                                       ------           ------
    Total shareholders' equity....................................................      1,505            1,925
                                                                                       ------           ------
      Total capitalization........................................................  $   5,706        $   5,706
                                                                                       ------           ------
                                                                                       ------           ------
</TABLE>

 
- ------------------------
(a) Assumes a public offering price of $62  per share, the closing price of  the
    Company's Common Stock on the NYSE on May 15, 1996.
 
(b) Amended  bank credit facility consisting of  a $1.8 billion revolving credit
    facility expiring in March 2002 and two term loan facilities aggregating  $2
    billion  ($500  million due  March 1998  and $1.5  billion due  in quarterly
    installments of $62.5 million  through March 2002),  the proceeds of  which,
    together  with $1  billion of  institutionally placed  notes and debentures,
    were utilized to finance the Acquisition.
 
(c) Includes an equal number of  Common Stock Purchase Rights. See  "Description
    of Capital Stock -- Common Stock Purchase Rights."
 
(d) Excludes  3,959,423 shares of Common Stock reserved for issuance pursuant to
    outstanding options and rights granted under the Company's stock plans.
 
                                       9

<PAGE>
                   PRICE RANGE OF COMMON STOCK AND DIVIDENDS
 
    The Company's Common Stock is traded on the New York Stock Exchange and  the
Pacific Stock Exchange under the symbol NOC. The table below sets forth the high
and  low trading prices  of the Common Stock  as reported on  the New York Stock
Exchange Composite  Tape and  quarterly  cash dividends  declared per  share  of
Common  Stock during the  periods indicated. For  a recent closing  price of the
Common Stock, see the cover page of this Prospectus.
 
   

<TABLE>
<CAPTION>
                                                                                       PRICE RANGE            CASH
                                                                                      -------------         DIVIDENDS
                                                                                    LOW          HIGH       DECLARED
                                                                                   -----         -----      ---------
<S>                                                                             <C>           <C>           <C>
1994
First Quarter ended March 31, 1994............................................      36  7/8       45  7/8   $    .40
Second Quarter ended June 30, 1994............................................      34  1/2       39  3/4        .40
Third Quarter ended September 30, 1994........................................      35  3/4       45  3/8        .40
Fourth Quarter ended December 31, 1994........................................      40  1/4       47  3/8        .40
1995
First Quarter ended March 31, 1995............................................      39  3/4       49  3/4        .40
Second Quarter ended June 30, 1995............................................      47            54             .40
Third Quarter ended September 30, 1995........................................      51  7/8       62  5/8        .40
Fourth Quarter ended December 31, 1995........................................      56            64  1/4        .40
1996
First Quarter ended March 31, 1996............................................      58  3/8       67  3/8        .40
Second Quarter (through May 30, 1996).........................................      57  3/4       63  3/4        .40
</TABLE>

    
 
   
    Dividends on the Common Stock of  the Company are payable at the  discretion
of  the Company's  Board of Directors  out of funds  legally available therefor.
Future  dividend  policy  will  depend   on  the  Company's  earnings,   capital
requirements,  financial condition and other  factors considered relevant by the
Company's Board of Directors. The record date for the second quarter dividend in
1996 was May 28, 1996.
    
 
                                       10

<PAGE>
                      SELECTED CONSOLIDATED FINANCIAL DATA
 
    The following table sets forth certain selected consolidated financial  data
for  the Company for each of the periods indicated which have been derived from,
and are qualified by reference to, the audited consolidated financial statements
and  notes  thereto  filed  by  the  Company  with  the  Commission  which   are
incorporated  herein by reference. The data for the three months ended March 31,
1996 and  1995 are  unaudited but,  in the  opinion of  management, reflect  all
adjustments,  consisting of normal  recurring adjustments, necessary  for a fair
presentation of  the  results of  operations  and financial  position  for  such
periods.  Operating results for the three months ended March 31, 1996 may not be
indicative of the results that may be expected for the year ending December  31,
1996,  or any future period. See also "Available Information," "Incorporation of
Certain Documents  by Reference"  and "Unaudited  Pro Forma  Condensed  Combined
Financial Data."
 

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED
                                                         MARCH 31,                    FISCAL YEAR ENDED DECEMBER 31,
                                                    -------------------     ---------------------------------------------------
                                                    1996(B)       1995       1995      1994(A)      1993       1992       1991
                                                    -------      ------     ------     -------     ------     ------     ------
                                                        (UNAUDITED)   ($ IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                                 <C>          <C>        <C>        <C>         <C>        <C>        <C>
Operating Data:
  Net sales.......................................  $ 1,603      $1,617     $6,818     $ 6,711     $5,063     $5,550     $5,694
  Cost of sales
    Operating costs...............................    1,273       1,299      5,319       5,477      4,385      4,877      4,817
    Administrative and general expenses...........      191         201        963         753        485        455        531
    Special termination benefits..................                                         282
                                                    -------      ------     ------     -------     ------     ------     ------
  Operating margin................................      139         117        536         199        193        218        346
  Other, net......................................        9           5          9         (31)        13          5
  Interest expense, net...........................      (46)        (34)      (136)       (103)       (36)       (43)       (69)
                                                    -------      ------     ------     -------     ------     ------     ------
  Income before income taxes and cumulative effect
   of accounting principle changes................      102          88        409          65(b)     170        180        277
  Federal and foreign taxes.......................       41          34        157          30         74         59          9
                                                    -------      ------     ------     -------     ------     ------     ------
  Income before cumulative effect of accounting
   principle changes..............................       61          54        252          35         96        121        268
  Cumulative effect of accounting principle
   changes........................................                                                                          (67)(c)
                                                    -------      ------     ------     -------     ------     ------     ------
  Net income......................................  $    61      $   54     $  252     $    35     $   96     $  121     $  201
                                                    -------      ------     ------     -------     ------     ------     ------
                                                    -------      ------     ------     -------     ------     ------     ------
  Earnings per share before cumulative effect of
   accounting principle changes...................  $  1.23      $ 1.10     $ 5.11     $   .72     $ 1.99     $ 2.56     $ 5.69
  Cumulative effect of accounting principle
   changes, per share.............................                                                                        (1.43)(c)
                                                    -------      ------     ------     -------     ------     ------     ------
  Earnings per share..............................  $  1.23      $ 1.10     $ 5.11     $   .72     $ 1.99     $ 2.56     $ 4.26
                                                    -------      ------     ------     -------     ------     ------     ------
                                                    -------      ------     ------     -------     ------     ------     ------
Balance Sheet Data:
  Total assets....................................  $ 9,495      $6,090     $5,455     $ 6,047     $2,939     $3,162     $3,128
  Net working capital.............................      339         469        357         467        481        354        611
  Total debt (d)..................................    4,201       1,787      1,372       1,934        160        510        550
  Shareholders' equity............................    1,505       1,326      1,459       1,290      1,322      1,254      1,182
Other Data:
  Net cash provided by operating activities.......  $   230      $  191     $  744     $   441     $  380     $  284     $  609
  Capital expenditures............................       41          45        133         134        135        123        118
  Depreciation and amortization...................       71          67        283         269        214        160        171
  Funded order backlog............................   12,543      11,477      9,947      12,173      6,919      7,175      8,561
  Dividends per share.............................  $   .40      $  .40     $ 1.60     $  1.60     $ 1.60     $ 1.20     $ 1.20
  Weighted average shares outstanding (in
   millions)......................................     49.6        49.3       49.4        49.2       48.1       47.2       47.1
</TABLE>

 
- --------------------------
(a) Includes  Grumman  Corporation  data  from April  1994  and  Vought Aircraft
    Company data from August 1994.
 
(b) Includes ESSD data from March 1, 1996.
 
(c) The Financial Accounting  Standards Board's (FASB)  accounting standard  No.
    106  EMPLOYER'S ACCOUNTING FOR POST-RETIREMENT  BENEFITS OTHER THAN PENSIONS
    was adopted by the  Company in 1991.  The liability representing  previously
    unrecognized  costs of $145 million for all years prior to 1991 was recorded
    as of January 1, 1991, with an after-tax effect on earnings of $88  million.
    In  1991 the Company adopted the FASB standard No. 109 ACCOUNTING FOR INCOME
    TAXES and recorded, as of January 1, 1991, a benefit of $21 million.
 
(d) Total debt includes long-term, short-term  and current portion of  long-term
    debt.
 
                                       11

<PAGE>
             UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
 
    The  following unaudited  pro forma condensed  combined financial statements
reflect the  ESG  acquisition  and  are  based  upon  the  historical  financial
statements  of  the  Company and  ESG  for  the period  indicated,  combined and
adjusted to give  effect to  the ESG acquisition  using the  purchase method  of
accounting.  The unaudited pro  forma condensed combined  statement of financial
position gives effect to the ESG acquisition  as if it had occurred on  December
31,  1995. The unaudited pro forma  condensed combined statements of income give
effect to the  ESG acquisition as  if it had  occurred on January  1, 1995.  The
adjustments  to the unaudited pro forma  financial statements do not give effect
to the proposed  issuance of shares  in the  Offerings and the  use of  proceeds
therefrom. The pro forma adjustments are described in the accompanying notes.
 
    The purchase price has been allocated to the assets and liabilities acquired
based   upon  preliminary  estimates  of   their  respective  fair  values.  The
liabilities  acquired  include  contingent  liabilities  of  the  type  normally
associated  with  the  conduct  of  the  business  including  product  warranty,
employee,  environmental  and  litigation  claims.  As  to  certain   contingent
liabilities,  the Company's exposure has been limited, above certain thresholds,
by indemnification  from or  a participation  agreement with  the seller  up  to
limits  that the Company believes, based  on its investigations and negotiations
to date,  will not  be exceeded  as  the liabilities  are settled  or  otherwise
satisfied.  Based  upon available  information, the  Company expects  that those
contingent liabilities for which loss provisions  have not been included in  the
purchase  price  adjustment  will not  have  a  material adverse  impact  on the
Company's results  of operations  or financial  position. The  Company does  not
presently anticipate that the changes to the purchase price allocation presented
will  be material. The  unaudited pro forma financial  information does not give
effect to any synergies or cost savings that the Company may realize as a result
of the  ESG  acquisition. The  Company  is  compiling data  to  determine  those
business  areas and  facilities that  do not fit  in its  long-term strategy and
intends to complete this process by  December 31, 1996. During the remainder  of
1996,  the estimates  of fair  value for  other assets  and liabilities  will be
refined and  changes,  if any,  will  be  reflected in  the  Company's  periodic
Exchange Act filings for 1996.
 
    The  unaudited  pro forma  condensed combined  financial statements  are not
necessarily indicative of the results of operations or financial position of the
combined company that would  have occurred had the  ESG acquisition occurred  on
the  dates  indicated  above,  nor are  they  necessarily  indicative  of future
operating results or financial position.
 
   
    The unaudited pro  forma condensed combined  financial statements should  be
read   in  conjunction  with  the  audited  consolidated  financial  statements,
including the notes thereto, of  the Company in its  Annual Report on Form  10-K
for  the year  ended December  31, 1995  and of  ESG contained  in the Company's
Current Report on Form 8-K/A dated May 31, 1996, and the unaudited  consolidated
financial  statements,  including  the  notes thereto,  of  the  Company  in its
Quarterly Report on  Form 10-Q for  the quarterly period  ended March 31,  1996,
which  are  incorporated herein  by reference.  See "Available  Information" and
"Incorporation of Certain Documents by Reference."
    
 
                                       12

<PAGE>
                          PRO FORMA CONDENSED COMBINED
                        STATEMENT OF FINANCIAL POSITION
                                  (UNAUDITED)
                               DECEMBER 31, 1995
                                     ASSETS
 

<TABLE>
<CAPTION>
                                                                                  NORTHROP           PRO FORMA       PRO FORMA
                                                                                  GRUMMAN    ESG    ADJUSTMENTS      COMBINED
                                                                                  -------   ------  -----------      ---------
                                                                                                ($ IN MILLIONS)
<S>                                                                               <C>       <C>     <C>              <C>
Cash and cash equivalents.......................................................  $   18    $    4    $               $   22
Accounts receivable.............................................................   1,197       462        66(c)        1,725
Inventoried costs...............................................................     771       182       (85)(a)(c)      868
Deferred income taxes...........................................................      25       136      (121)(a)          40
Prepaid expenses................................................................      61        14                        75
                                                                                  -------   ------  -----------      ---------
Total current assets............................................................   2,072       798      (140)          2,730
Property, plant and equipment, net..............................................   1,176       404       112(a)        1,692
Goodwill........................................................................   1,403       119     1,946(a)        3,468
Other purchased intangibles.....................................................     356                 646(a)        1,002
Prepaid pension cost, intangible pension asset and benefit trust fund...........      99        19       (19)(b)          99
Deferred income taxes...........................................................     255       173        76(a)(b)       504
Investments in and advances to affiliates and sundry assets.....................      94        12        45(a)          151
                                                                                  -------   ------  -----------      ---------
                                                                                  $5,455    $1,525    $2,666          $9,646
                                                                                  -------   ------  -----------      ---------
                                                                                  -------   ------  -----------      ---------
 
                                             LIABILITIES AND SHAREHOLDERS' EQUITY
 
Notes payable...................................................................  $   65    $         $  (65)(a)      $
Current portion of long-term debt...............................................     144                 188(a)          332
Trade accounts payable..........................................................     360       105                       465
Accrued employees' compensation.................................................     203                                 203
Income taxes....................................................................     528                                 528
Other current liabilities.......................................................     415       443        23(a)          881
                                                                                  -------   ------  -----------      ---------
Total current liabilities.......................................................   1,715       548       146           2,409
Long-term debt..................................................................   1,163               2,849(a)        4,012
Accrued retiree benefits........................................................   1,048       648       (40)(b)       1,656
Deferred income taxes...........................................................      31                                  31
Other liabilities and deferred gain.............................................      39        15        25(a)           79
Shareholders' equity
  Common stock..................................................................     272                                 272
  Retained earnings.............................................................   1,187       314      (314)(a)       1,187
                                                                                  -------   ------  -----------      ---------
                                                                                   1,459       314      (314)          1,459
                                                                                  -------   ------  -----------      ---------
                                                                                  $5,455    $1,525    $2,666          $9,646
                                                                                  -------   ------  -----------      ---------
                                                                                  -------   ------  -----------      ---------
</TABLE>

 
                                       13

<PAGE>
                          PRO FORMA CONDENSED COMBINED
                              STATEMENTS OF INCOME
                                  (UNAUDITED)
                          YEAR ENDED DECEMBER 31, 1995
 

<TABLE>
<CAPTION>
                                                                        NORTHROP               PRO FORMA        PRO FORMA
                                                                        GRUMMAN    ESG        ADJUSTMENTS       COMBINED
                                                                        -------   ------  -------------------   ---------
                                                                             ($ IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                                                     <C>       <C>     <C>                   <C>
Net sales.............................................................  $6,818    $2,554     $ (214)(c)(h)       $9,158
Cost of sales.........................................................
    Operating costs...................................................   5,319     1,997        (86)(c)(d)(h)     7,230
    Administrative and general expenses...............................     963       320                          1,283
    Restructuring charges.............................................                51                             51
                                                                        -------   ------     ------             ---------
Operating margin......................................................     536       186       (128)                594
Interest expense, net.................................................    (136)                (210)(e)            (346)
Other, net............................................................       9       (14)                            (5)
                                                                        -------   ------     ------             ---------
Income before income taxes............................................     409       172       (338)                243
Federal and foreign income taxes......................................     157        65       (115)(f)             107
                                                                        -------   ------     ------             ---------
Net income............................................................  $  252    $  107     $ (223)             $  136
                                                                        -------   ------     ------             ---------
                                                                        -------   ------     ------             ---------
Earnings per share....................................................  $ 5.11                                   $ 2.75
                                                                        -------                                 ---------
                                                                        -------                                 ---------
Weighted average shares outstanding (in millions).....................    49.4                                     49.4
</TABLE>

 
                       THREE MONTHS ENDED MARCH 31, 1996
 

<TABLE>
<CAPTION>
                                                                        NORTHROP               PRO FORMA        PRO FORMA
                                                                        GRUMMAN(G) ESG(G)     ADJUSTMENTS       COMBINED
                                                                        -------   ------  -------------------   ---------
                                                                             ($ IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                                                     <C>       <C>     <C>                   <C>
Net sales.............................................................  $1,603    $  259     $  (12)(h)          $1,850
Cost of sales.........................................................
    Operating costs...................................................   1,273       194          9 (d)(h         1,476
    Administrative and general expenses...............................     191        40                            231
                                                                        -------   ------     ------             ---------
Operating margin......................................................     139        25        (21)                143
Interest expense, net.................................................     (46)                 (35)(e)             (81)
Other, net............................................................       9        (1)                             8
                                                                        -------   ------     ------             ---------
Income before income taxes............................................     102        24        (56)                 70
Federal and foreign income taxes......................................      41         8        (20)(f)              29
                                                                        -------   ------     ------             ---------
Net income............................................................  $   61    $   16     $  (36)             $   41
                                                                        -------   ------     ------             ---------
                                                                        -------   ------     ------             ---------
Earnings per share....................................................  $ 1.23                                   $  .83
                                                                        -------                                 ---------
                                                                        -------                                 ---------
Weighted average shares outstanding (in millions).....................    49.6                                     49.6
</TABLE>

 
                                       14

<PAGE>
           NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
                                  (UNAUDITED)
 
(a)Adjustments to record $3 billion in loans obtained to finance the acquisition
   of ESG, and to assign the  purchase price to assets acquired and  liabilities
   assumed.  The allocation of  the purchase price to  assets and liabilities is
   based upon preliminary estimates of their respective fair values. The Company
   is compiling data to  determine the final allocation  of the purchase  price,
   which  process will be completed  by December 31, 1996.  The Company does not
   presently anticipate material changes in the purchase price allocations.
 
(b) Adjustment to  record  the  preliminary estimate  of  ESG  retiree  benefits
    liabilities  in excess of the market value of related assets at December 31,
    1995. The  Company is  reviewing  the actuarial  data  relative to  the  ESG
    retiree  benefit plans and based on the  results of the review the liability
    may be adjusted.
 
(c) Adjustment to reflect a change in the method of recognizing contract revenue
    from the  milestone method  applied by  ESG to  conform with  the  Company's
    method  of  revenue  recognition,  the cost-to-cost  type  of  percentage of
    completion, on  similar  type  contracts  (adjustment  for  the  year  ended
    December  31,  1995: net  sales  -- $113  million;  operating costs  -- $103
    million).
 
(d)Adjustment to  amortize goodwill  over a  40-year period  on a  straight-line
   basis  and other purchased intangibles on  a straight-line basis over periods
   ranging from 1 to 10 years, with a combined weighted average life of 33 years
   which results in amortization for the twelve-month period ended December  31,
   1995  of $118 million and amortization for the three-month period ended March
   31, 1996 of $21 million.
 
(e) Adjustment to record interest expense  on $3 billion of borrowings  incurred
    in  connection with  the acquisition of  ESG at an  average annual effective
    interest rate of 7%. A change of 1/8% in the assumed annual interest rate on
    the variable rate debt of approximately  $2 billion would change the  annual
    interest expense by approximately $2.5 million.
 
(f) Adjustment to record the income tax effects of pretax pro forma adjustments.
 
(g) Northrop  Grumman data includes one month of combined operations of Northrop
    Grumman and  ESG. ESG  data reflects  operations for  the two  months  ended
    February 29, 1996.
 
(h)  Adjustment to eliminate intercompany sales between ESG and the Company (for
    the year ended December 31, 1995: net  sales -- $101 million; for the  three
    months ended March 31, 1996: net sales -- $12 million).
 
                                       15

<PAGE>
                                  THE COMPANY
 
GENERAL
 
    Northrop  Grumman  Corporation  (the "Company")  is  an  advanced technology
aerospace and  defense company  operating primarily  in two  business  segments:
electronics and systems integration and military and commercial aircraft. Within
the  electronics and systems integration segment,  the Company is engaged in the
design, development  and manufacture  of a  wide variety  of complex  electronic
products  such as  airborne radar,  surveillance and  battle management systems,
electronic countermeasures, precision weapons, antisubmarine warfare systems and
air traffic  control  systems.  Within  the  military  and  commercial  aircraft
segment,  the Company  is engaged  in the  design, development,  manufacture and
modification of military aircraft and commercial aerostructures. The Company  is
also  engaged in the design, development and manufacture of information systems,
marine propulsion and power generation systems  and a variety of other  products
and  services. Approximately three-fourths of the Company's revenues in 1996 are
expected to be generated from the  U.S. Department of Defense (the "DOD"),  with
the balance provided by contracts with commercial aerospace manufacturers, other
U.S. government agencies and various foreign customers.
 
    On  March 1, 1996,  the Company completed the  acquisition of the Electronic
Systems Group of Westinghouse  Electric Corporation which  is now the  Company's
Electronic  Sensors and Systems Division ("ESSD"). ESSD is a leading supplier of
electronics systems for  defense, government and  commercial applications.  This
acquisition  further enhances the Company's  electronics and systems integration
capabilities, broadens  the  Company's  product offerings  and  provides  growth
opportunities in key defense and commercial markets. See "-- Acquisition of ESG"
and "-- Divisions -- Electronic Sensors and Systems Division."
 
    In  1992  the Company  acquired a  49% interest  in Vought  Aircraft Company
("Vought"), a leading manufacturer of commercial and military aerostructures. In
1994 the  Company acquired  Grumman Corporation  ("Grumman") and  the  remaining
portion  of Vought.  With Grumman,  the Company  acquired a  premier supplier of
electronic surveillance and electronic systems  integration products as well  as
military aircraft.
 
    The Company has a balance of programs in both the production and development
phases.  While  production programs  generally  involve less  risk  and generate
greater cash flow than development programs, development programs are  essential
for  future growth  opportunities. Based  on its  backlog and  business mix, the
Company believes  that  its  cash  flow  from  operations  as  compared  to  its
investment  requirements will result in significant cash flow available for debt
reduction, dividends and other uses over the next several years.
 
    Many of the  Company's programs  are among  the principal  programs for  the
various  branches of the U.S.  military. The Company is  the prime contractor on
the B-2 Stealth Bomber, the only  strategic bomber currently in production;  the
principal  subcontractor  on  the  F/A-18C/D  Hornet,  the  U.S.  Navy's primary
strike/attack aircraft,  as  well as  on  the next  generation  F/A-18E/F  Super
Hornet;  the prime  contractor on  the E-2C  Hawkeye, the  U.S. Navy's principal
early warning, command and  control aircraft; the prime  contractor for the  E-8
Joint  STARS aircraft  radar system, which  will be the  primary airborne ground
surveillance and battle management system for  the U.S. Air Force and Army;  the
prime   contractor  on   the  BAT  "Brilliant"   self-guided  submunition  under
development for the  U.S. Army; the  supplier of the  APG-68 Fire Control  Radar
used on the F-16, one of the most widely used fighter aircraft in the world; the
supplier of the ARSR-4 Long Range Radar, a three-dimensional air traffic control
radar  system  used  by  the  U.S.  Air  Force  and  the  U.S.  Federal Aviation
Administration; and the  supplier of  the AN/APY-1, 2  surveillance radar  which
provides   real-time,  all-altitude  and  beyond-the-horizon  target  detection,
identification and tracking for the E-3 AWACS surveillance aircraft.
 
    The Company is also one of  the world's leading manufacturers of  commercial
aerostructures  and components. The  Company manufactures major  portions of the
Boeing 747, 757  and 767  jetliners, as  well as  significant subassemblies  and
components for other commercial aircraft, including the Boeing 777 jetliner.
 
                                       16

<PAGE>
    The  Company was founded in 1939 and reincorporated in 1985 in Delaware. The
Company's executive offices are located at 1840 Century Park East, Los  Angeles,
California 90067 and its telephone number is (310) 553-6262.
 
STRATEGY
 
    The  Company intends to strengthen its position as a leader in the aerospace
and defense  industry by  pursuing  the following  strategies: (i)  focusing  on
segments  of defense markets that are growing  and where the Company has premier
technological capabilities, particularly in electronics and electronics  systems
integration; and (ii) leveraging its airframe design expertise and manufacturing
strengths  to  remain  a  key competitor  in  military  aircraft  and commercial
aerostructures. The  Company  has  been pursuing  these  strategies  since  1992
through  both internal  initiatives and  acquisitions and,  as a  result, enjoys
leading positions in those market segments  in which it chooses to compete.  The
Company's  primary objective in pursuit of these strategies is to maximize total
return on investment.
 
    The  Company  is  transforming  itself  from  being  primarily  an  aircraft
designer/manufacturer  to an electronics and  systems integration company with a
leading airframe  and  aerostructures  business.  In  early  1994,  the  Company
significantly expanded its electronics business with the acquisition of Grumman.
In  March of 1996, the Company acquired ESG, a leading producer of sophisticated
electronics for defense, government and commercial applications. As a result  of
these  acquisitions,  the  Company  expects  that  its  electronics  and systems
integration revenues will approximate nearly 50%  of total revenues in 1996  and
that this percentage will continue to increase in the future.
 
    This  strategic  transformation positions  the Company  to meet  the growing
needs of the DOD for  more sophisticated electronics and integrated  electronics
systems.  Since the end of the Cold War, the DOD has recognized the necessity of
maintaining an  effective fighting  force with  fewer defense  dollars,  thereby
placing a premium on sophisticated systems that provide long-range surveillance,
battle  management and  precision-strike capabilities. As  military systems have
become more  complex, integration  of the  electronic functions  of the  various
platforms, weapons and support systems has become increasingly important. Budget
constraints have also encouraged spending on program modifications, upgrades and
extensions  rather than on  new development programs,  further increasing demand
for sophisticated electronics systems. As  a technological leader in  designing,
manufacturing and integrating the sophisticated electronics systems that provide
long-range  surveillance, battle  management and  precision-strike capabilities,
the Company believes that it is well positioned to serve the electronic  systems
market.
 
    The  Company  has also  strengthened  its military  and  commercial aircraft
segment. In  1992, the  Company acquired  49%  of Vought  and in  1994  acquired
Grumman  and the remaining  51% of Vought. These  acquisitions and the Company's
internal initiatives have enabled the Company to establish a leading position in
military aircraft and  commercial aerostructures. The  Company believes that  it
will  maintain  this leadership  position  as a  result  of its  airframe design
experience, including  stealth  technology,  as  well  as  its  cost-competitive
manufacturing capabilities.
 
ACQUISITION OF ESG
 
    On  March  1,  1996,  the  Company  completed  the  acquisition  of  ESG for
approximately $2.9  billion in  cash  (the "Acquisition").  For the  year  ended
December  31, 1995, ESG  generated revenue of $2.6  billion. The Acquisition was
financed with a combination  of bank borrowings  and intermediate and  long-term
notes  and debentures. The business of ESG  is now operated as the Company's new
Electronic Sensors and Systems Division ("ESSD").
 
    ESSD is a leading supplier of electronic systems for defense, government and
commercial applications.  It  employs  nearly  12,000  people  worldwide  at  15
operating  locations, primarily  in the  United States.  ESSD has  a diversified
portfolio of programs  with no single  program accounting for  more than 10%  of
revenues   in  1995.  Approximately  one-half   of  ESSD's  1995  revenues  were
attributable to  radar technology  applied to  surveillance, fire  control,  air
traffic  control and  other purposes. ESSD  also designs  and manufactures other
avionics products,  electro-optical systems,  undersea and  marine products  and
material handling systems.
 
                                       17

<PAGE>
    The  Acquisition represents a  substantial step in  the Company's continuing
transformation from  an aircraft  designer/manufacturer  to an  electronics  and
systems integration company with a leading aircraft and aerostructures business.
The   Acquisition  enables  the  Company  to   serve  a  larger  customer  base,
domestically and internationally, and is expected to provide the opportunity  to
achieve  revenue growth  and greater cash  flow stability.  The Acquisition will
also enable the Company to  enhance its role on  important programs such as  E-8
Joint  STARS and BAT, and  to expand its business into  the areas of air traffic
control and anti-submarine warfare systems.
 
DIVISIONS
 
    The Company is  organized into five  operating divisions: Military  Aircraft
Systems  Division;  Electronic  Sensors and  Systems  Division;  Electronics and
Systems Integration Division; Commercial Aircraft Division; and Data Systems and
Services  Division.  In   addition,  the  Company's   Advanced  Technology   and
Development Center provides product development and technology functions for all
of  the operating divisions, drawing  on technologies and skills  in each of the
divisions.
 
    MILITARY AIRCRAFT SYSTEMS DIVISION
 
    The Military Aircraft  Systems Division is  responsible for the  development
and  manufacture of several types of military aircraft. The Company is the prime
contractor for  the B-2,  a  strategic, long-range,  large payload  bomber  with
advanced  stealth technology that is  capable of operating at  both high and low
altitudes. The B-2 is able to penetrate the most sophisticated air-defenses  and
is  capable of  responding more  quickly, from  greater distances  and with more
accurate firepower than any other U.S. aircraft.
 
    The Company is currently  under contract to provide  20 operational and  one
test  B-2 aircraft. All 21  aircraft are fully funded.  To date, the Company has
delivered six test aircraft and 11 of 15 production aircraft. At least five  out
of the six test aircraft will be refurbished to an operational configuration and
delivered  to the U.S.  Air Force. The Clinton  Administration has announced its
intent, and the Company has been asked  to provide a proposal, to refurbish  the
remaining  test aircraft  for subsequent  delivery to the  U.S. Air  Force as an
operational vehicle. The U.S. Air Force currently operates a squadron of 10 B-2s
at Whiteman Air Force Base in Missouri. In addition, the B-2 program is expected
to generate  maintenance and  support revenues  upon completion  of  production.
While  the Company continues  to seek funding  for additional B-2s,  there is no
assurance that such funding will be available.
 
    The Company  is the  prime or  principal subcontractor  on all  of the  U.S.
Navy's  carrier-based fighter, attack and  early warning aircraft, including the
F/A-18. For  more  than two  decades  the Company  has  been teamed  with  prime
contractor  McDonnell Douglas on the F/A-18 program. The F/A-18C/D Hornet is the
U.S. Navy's primary  strike/attack aircraft  and is  deployed by  the Navy  from
aircraft  carriers and by the Marines from  air bases. In total, more than 1,300
F/A-18  Hornets  have  been  delivered  to  the  U.S.  and  to  certain  foreign
governments.  The Company produces  approximately 40% of  each F/A-18C/D Hornet,
including the center and  aft fuselage, twin vertical  tails and all  associated
subsystems.  The Company is also the  principal subcontractor on the U.S. Navy's
newest combat aircraft, the F/A-18E/F Super Hornet, which successfully completed
its first test flight in November  1995. The F/A-18E/F Super Hornet has  greater
range  and payload, more powerful engines  and more advanced avionics and weapon
systems than the F/A-18C/D Hornet.  The Company will also produce  approximately
40%  of  each  F/A-18E/F  Super  Hornet.  The  first  production  deliveries are
scheduled to begin in 1999, with initial operating capability expected in 2001.
 
    Modification and enhancement  of existing airborne  platforms has become  an
important  part of the  military aircraft market. With  U.S. and foreign defense
planners seeking modern systems at affordable costs, upgrading existing aircraft
can be an attractive  alternative to the purchase  of new aircraft. The  Company
provides  a broad array of aircraft  upgrade, modification, overhaul and support
services for several operational  aircraft, including the  F-5, T-38, F-14,  C-2
and  A-10.  The  Company  is also  responsible  for  remanufacturing  Boeing 707
aircraft as  the  platform  for  the Company's  E-8  Joint  STARS  program,  for
structural  enhancements of the  EA-6B Prowler and for  airframe upgrades of the
E-2C Hawkeye.
 
                                       18

<PAGE>
    ELECTRONIC SENSORS AND SYSTEMS DIVISION
 
    The Electronic Sensors and Systems Division ("ESSD") represents the acquired
business of ESG.  ESSD has a  diversified portfolio of  programs with no  single
program accounting for more than 10% of revenues in 1995. Approximately one-half
of  ESSD's  1995  revenues  were attributable  to  radar  technology  applied to
surveillance, fire control, air  traffic control and  other purposes. ESSD  also
designs  and  manufactures  other  avionics  products,  electro-optical systems,
underseas and marine products and material handling systems.
 
    With its state-of-the-art  surveillance and imaging  technologies, ESSD  has
gained  significant positions on  a wide variety of  high priority platforms for
the DOD and certain  foreign governments. ESSD  produces radars and  electronics
for  military aircraft and  battlespace management systems,  including those for
the F-16 fighter, Apache  Longbow helicopter, B-1B  bomber, C-130 transport  and
E-3 AWACS and E-8 Joint STARS surveillance aircraft.
 
    ESSD's  products are also  present on numerous  development programs such as
the F-22 fighter and the Comanche helicopter. Should budget pressures force  the
stretch-out  of these next generation programs, ESSD is expected to benefit from
an increased demand for electronic upgrades and retrofits to existing  aircraft.
For  example, ESSD is  currently providing mid-life  fire control radar upgrades
for the F-16.
 
    ESSD is also a leading  supplier of air traffic  control radars to the  U.S.
Federal  Aviation Administration  and to countries  in Europe,  the Middle East,
Africa, Asia  and South  America. ESSD  is  the prime  contractor on  the  ASR-9
terminal radar system which detects and displays aircraft and weather conditions
simultaneously,   helping  air   traffic  controllers   guide  aircraft  through
traffic-dense  regions  surrounding  airports.  The  international  air  traffic
control  market is expected to increase significantly,  due in large part to the
growth of international air traffic  and infrastructure development in Asia  and
Eastern  Europe. The  Company believes that  ESSD is well  positioned to benefit
from this anticipated growth  in the international  air traffic control  market.
ESSD also develops electronic countermeasures, tactical communication equipment,
space  products and underseas and  marine technologies, including anti-submarine
combat systems, surface ship propulsion and power generation equipment.
 
    International sales are also an  increasingly important component of  ESSD's
military  electronics business.  The F-16  radar system,  ESSD's longest running
program, is installed in  the F-16s of  23 countries. In  addition to the  F-16,
many  other  DOD weapon  systems with  ESSD  subsystems, such  as the  E-3 AWACS
surveillance  aircraft  and  the  AH-64   Apache  helicopter,  have  been   sold
internationally.
 
    ELECTRONICS AND SYSTEMS INTEGRATION DIVISION
 
    The  Electronics and Systems Integration  Division manages major electronics
systems programs.  The  Company is  the  overall systems  integrator  and  prime
contractor  for the E-8 Joint STARS,  the U.S. military's primary airborne radar
system  which   is   designed   to  provide   real-time   detection,   location,
classification and tracking of hostile moving and stationary ground targets. The
surveillance capabilities of the E-8 Joint STARS will enable it to be a critical
part  of future  battle management  systems. The E-8  Joint STARS  program is in
limited production and  funding has been  approved for the  first six E-8  Joint
STARS   production  aircraft  (designated  the  E-8C).  One  aircraft  has  been
delivered, a second is expected to be  delivered in 1996 and the remaining  four
aircraft  are scheduled to be  delivered in 1997 and  1998. The Company believes
that U.S. government support for the E-8  Joint STARS program is strong, due  in
part  to  successful tests  and operational  activity  of prototype  aircraft in
combat conditions  in the  Persian  Gulf and  Bosnia.  The U.S.  government  has
approved  the  sale  of E-8  Joint  STARS  aircraft to  NATO,  although  no such
purchases have been committed to or funded.
 
    The Company is the  prime contractor for the  E-2C Hawkeye, the U.S.  Navy's
principal  early  warning, command  and control  aircraft.  The E-2C  Hawkeye is
designed for missions such as air  defense, strike control, air traffic  control
and search and rescue. The U.S. Navy recently received approval for a program of
36 E-2C aircraft, of which seven are under contract for delivery during 1997 and
1998.  The Company is also involved with the Navy's upgrade program for existing
E-2C aircraft. In response to upgraded threat
 
                                       19

<PAGE>
capabilities,  the  U.S.  Navy  continues  to  plan  additional  E-2C   avionics
improvements including data processing and capacity increases, passive detection
systems,  radar  anti-jamming  improvements, tactical  program  updates  and jam
resistant communication systems.
 
    The Company  is the  prime  contractor on  the BAT  "Brilliant"  self-guided
submunition  program under  development for  the U.S.  Army. This  weapon may be
carried by a  variety of air  vehicles and is  designed to autonomously  locate,
attack  and destroy  tanks, armored vehicles  and other mobile  targets by using
acoustic and infrared sensors working in  combination with a high speed  onboard
computer.  Prototype manufacture began in 1992, and  the BAT is now in a testing
phase to verify that the system meets all established requirements.
 
    COMMERCIAL AIRCRAFT DIVISION
 
    The Commercial Aircraft Division is one of the world's leading suppliers  of
aerostructures,  as  well  as  a  major  supplier  of  aircraft  components  for
commercial and military use. The Company manufactures the fuselage and the  tail
section for the Boeing 747, the tail section for the Boeing 757 and 767, various
other  components  for  the Boeing  757,  767  and 777  and  major subassemblies
(including the tail section) for the McDonnell Douglas C-17 military  transport.
In  April 1995, the  Company entered into  an agreement with  Boeing to continue
production of the major sections of the 747, 757 and 767 aircraft into the  next
century.  The  Company also  produces  wings for  the  new Gulfstream  V ("G-V")
business jet program and components for  other aircraft. The G-V's first  flight
was in November 1995, and aircraft deliveries to customers are expected to begin
in January 1997.
 
    While the Company's commercial aircraft deliveries declined in 1995 compared
to  1994,  the three  leading  jet-airliner manufacturers  collectively recorded
substantially increased  orders  for new  aircraft  in 1995  compared  to  1994.
Boeing,  the Company's largest customer for commercial aerostructures, announced
in December 1995 and March 1996, planned increases in production rates for  1996
and  1997 for  its 747, 767  and 777  models and a  return to  current levels of
production in the second quarter of 1997 for its 757 model following a reduction
in the fourth quarter of 1996. The Boeing labor strike, settled in January 1996,
will cause some deliveries scheduled  for 1996 to be  made in 1997. The  Company
has  made  substantial  investments  in  productivity  improvements  and capital
equipment to further improve its competitive position in the growing  commercial
aerostructure marketplace.
 
    DATA SYSTEMS AND SERVICES DIVISION
 
   
    The  Data  Systems and  Services  Division provides  data  processing system
services for  external customers  as well  as the  Company's various  divisions.
Included among these services are space station program support services, flight
simulator  maintenance services and  the development of  data processing systems
for a wide variety  of U.S. Government entities  and applications. The  Division
also  provides operational and support services to U.S. Air Force bases, an area
of potential  growth  if  the  U.S.  Government  increases  the  outsourcing  of
maintenance and support activities.
    
 
                                       20

<PAGE>
                          DESCRIPTION OF CAPITAL STOCK
 
AUTHORIZED CAPITAL STOCK
 
    Under the Company's Certificate of Incorporation, the total number of shares
of  stock which the Company has authority to issue is 210,000,000, consisting of
200,000,000 shares of Common  Stock, par value $1.00  per share, and  10,000,000
shares  of Preferred  Stock, $1.00 par  value per  share. As of  April 30, 1996,
49,633,330 shares of  Common Stock  were issued and  outstanding, not  including
shares  reserved  for issuance  under the  Company's stock  plans. No  shares of
Preferred Stock were issued  and outstanding on such  date. The Common Stock  is
listed on the New York Stock Exchange and the Pacific Stock Exchange.
 
PREFERRED STOCK
 
    Under  the Company's Certificate of Incorporation, the Board of Directors of
the Company is authorized,  without further stockholder  action, to provide  for
the issuance of Preferred Stock in one or more series, with such designations of
titles, dividend rates, redemption provisions, special or relative rights in the
event  of liquidation, dissolution,  distribution or winding  up of the Company,
sinking fund provisions,  conversion provisions,  voting rights,  and any  other
preferences,   privileges,  powers,  rights,   qualifications,  limitations  and
restrictions, as shall  be set forth  as and  when established by  the Board  of
Directors of the Company.
 
DESCRIPTION OF COMMON STOCK
 
    The holders of Common Stock are entitled to receive such dividends as may be
declared  from  time to  time by  the Board  of Directors  out of  funds legally
available therefor subject to  restrictions on the  declaration of dividends  on
the  Common Stock which may be imposed in connection with the issuance of shares
of any  class or  series  of Preferred  Stock.  The Company's  principle  credit
agreement  contains provisions restricting dividends and other distributions and
the  purchase  or   redemption  of   shares  of  Common   Stock  under   certain
circumstances.  Except as otherwise provided by law, the holders of Common Stock
are entitled  to one  vote per  share  on all  matters submitted  to a  vote  of
stockholders  and do not have cumulative  voting rights. Holders of Common Stock
are entitled to  receive, upon  any liquidation  of the  Company, all  remaining
assets  available  for distribution  to stockholders  after satisfaction  of the
Company's liabilities and the  preferential rights of  any Preferred Stock  that
may  then be issued and outstanding. The outstanding shares of Common Stock are,
and the shares offered hereby will be, upon payment therefore by the  purchasers
thereof,  fully  paid and  nonassessable. The  holders of  Common Stock  have no
preemptive, conversion or  redemption rights. The  registrar and transfer  agent
for the Common Stock is Chemical Mellon Shareholders Services, L.L.C., New York.
 
COMMON STOCK PURCHASE RIGHTS
 
    In 1988, the Company's Board of Directors authorized the distribution of one
Common  Stock Purchase  Right (a "Right")  for each outstanding  share of Common
Stock.
 
    As distributed, the Rights trade together with the Common Stock. They may be
exercised or  traded separately  10 business  days after  a person  or group  of
persons  acquires 15% or more of the  outstanding Common Stock, or announces the
intention to make a tender  offer for 30% or  more of the Company's  outstanding
Common  Stock. Upon exercise, each Right entitles  the holder thereof to buy one
share of Common  Stock at  a price  of $105.  If a  Person acquires  15% of  the
outstanding  voting power of the  Company, each Right (other  than those held by
the acquiror)  will entitle  its holder  to purchase,  at the  Right's  exercise
price,  shares of Common  Stock having a  market value of  two times the Right's
exercise price. Additionally, if  the Company is acquired  in a merger or  other
business  combination, each  Right (other  than those  held by  the surviving or
acquiring company) will entitle its holder to purchase, at the Right's  exercise
price,  shares of the acquiring  company's common stock (or  Common Stock of the
Company if it is the surviving corporation)  having a market value of two  times
the Right's exercise price.
 
   
    Rights  may be redeemed at the option of the Board of Directors for $.02 per
Right at any time prior  to the earlier of the  expiration of the Rights or  the
date  that a person  or persons acquire 15%  of the general  voting power of the
Company. The  Board  may  amend  the Rights  at  any  time  without  stockholder
approval. The Rights will expire by their terms in October 1998.
    
 
                                       21

<PAGE>
                 CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
                         FOR NON-UNITED STATES HOLDERS
 
    The  following  is a  general discussion  of  certain United  States federal
income and estate tax  consequences of the ownership  and disposition of  Common
Stock  by a  holder of  such stock  that, for  United States  federal income tax
purposes, is not a "United States  person" (a "Non-United States Holder").  This
discussion  is  not  intended  to  be  exhaustive  and  is  based  on  statutes,
regulations, rulings and court decisions as currently in effect all of which may
be changed  either  retroactively or  prospectively.  This discussion  does  not
consider  any specific  facts or  circumstances that  may apply  to a particular
Non-United States Holder (including, for example, the fact that, in the case  of
a  Non-United States Holder that is a  partnership, the U.S. tax consequences of
purchasing,  holding  and  disposing  of   Common  Stock  may  be  affected   by
determinations  made both at the partnership  and the partner level) and applies
only to Non-United  States Holders that  hold Common Stock  as a capital  asset.
PROSPECTIVE  INVESTORS ARE  URGED TO  CONSULT THEIR  TAX ADVISORS  REGARDING THE
UNITED STATES FEDERAL TAX  CONSEQUENCES OF ACQUIRING,  HOLDING AND DISPOSING  OF
COMMON  STOCK (INCLUDING  SUCH INVESTOR'S  STATUS AS  A UNITED  STATES PERSON OR
NON-UNITED STATES HOLDER) AS WELL AS  ANY TAX CONSEQUENCES THAT MAY ARISE  UNDER
THE LAWS OF ANY STATE, MUNICIPALITY OR OTHER TAXING JURISDICTION.
 
    For  purposes of this discussion, "United  States person" means a citizen or
resident of the United States, a corporation or partnership created or organized
in the United States or under the laws of the United States or of any  political
subdivision  thereof, or an estate or trust  whose income is includable in gross
income for United States federal income  tax purposes regardless of its  source.
An  alien individual  generally is  treated as  a United  States person  for any
calendar year if either (i) the individual  is present in the United States  183
days  or more during such calendar year or (ii) the individual is present in the
United States at  least 31 days  during such calendar  year and the  sum of  the
number  of days present during such calendar  year, one-third the number of days
present during the first preceding year and one-sixth the number of days present
during the second preceding year is 183 or more.
 
DIVIDENDS
 
    Dividends paid to a  Non-United States Holder generally  will be subject  to
withholding  of United States federal income tax  at the rate of 30%, unless the
withholding rate is reduced  under an applicable income  tax treaty between  the
United  States and the country of tax residence of the Non-United States Holder.
No U.S. withholding will apply if  the dividend is effectively connected with  a
trade  or business conducted  within the United States  by the Non-United States
Holder (or, alternatively, where an income  tax treaty applies, if the  dividend
is  effectively connected with  a permanent establishment  maintained within the
United States by the Non-United States Holder), but, instead, the dividend  will
be subject to the United States federal income tax on net income that applies to
United  States  persons (and,  with respect  to corporate  holders, may  also be
subject to the branch profits tax).  A Non-United States Holder may be  required
to  satisfy certain certification requirements in order to claim treaty benefits
or to otherwise  claim a reduction  of or exemption  from withholding under  the
foregoing  rules. A Non-United States Holder that is eligible for a reduced rate
of U.S. withholding  tax pursuant to  a tax treaty  may obtain a  refund of  any
excess amounts currently withheld by filing an appropriate claim for refund with
the United States Internal Revenue Service (the "Service").
 
GAIN ON DISPOSITION
 
    Subject  to special rules  described below, a  Non-United States Holder will
generally not be subject to United States federal income tax on gain  recognized
on  a sale or other  disposition of Common Stock  unless the gain is effectively
connected with a  trade or business  conducted within the  United States by  the
Non-United States Holder (or, alternatively, where an income tax treaty applies,
unless  the  gain  is  effectively  connected  with  a  permanent  establishment
maintained within the United States by  the Non-United States Holder). Any  such
effectively  connected gain would be subject to the United States federal income
tax on net income that  applies to United States  persons (and, with respect  to
corporate  holders, may also be subject to  the branch profits tax). Such tax is
not collected by withholding.
 
                                       22

<PAGE>
    In addition, an individual Non-United  States Holder who holds Common  Stock
would  generally be subject to tax  at a 30% rate on  any gain recognized on the
disposition of such  Common Stock if  such individual is  present in the  United
States  for 183 days or  more in the taxable year  of disposition and either (i)
has a "tax home" in the United  States (as specifically defined for purposes  of
the United States federal income tax) or (ii) maintains an office or other fixed
place of business in the United States and the income from the sale of the stock
is attributable to such office or other fixed place of business. Individual Non-
United  States Holders  may also  be subject  to tax  pursuant to  provisions of
United States  federal  income  tax  law applicable  to  certain  United  States
expatriates.
 
    Also,  special rules apply to Non-United States Holders if the Company is or
becomes a "United States  real property holding  corporation" for United  States
federal  income tax purposes. The Company believes  that it has not been, is not
currently, and is not  likely to become, a  United States real property  holding
corporation.  If  the  Company  were  a  United  States  real  property  holding
corporation, gain or loss on a sale of the Common Stock by any Non-United States
Holder (other than, in most cases, a Non-United States Holder that owns or owned
(directly or constructively) 5% or less of the Common Stock during the five-year
period ending on the date of such  sale) would be treated as income  effectively
connected  with the conduct of  a trade or business  within the United States by
the holder and subject to the net income tax described above.
 
UNITED STATES FEDERAL ESTATE TAXES
 
    Common Stock owned or treated as owned by an individual who is not a citizen
or resident (as specially defined for United States federal estate tax purposes)
of the United States at  the date of death, or  Common Stock subject to  certain
lifetime  transfers  made  by  such  an individual,  will  be  included  in such
individual's estate for  United States federal  estate tax purposes  and may  be
subject  to United  States federal estate  tax, unless an  applicable estate tax
treaty provides otherwise. Estates of nonresident aliens are generally allowed a
credit that is equivalent to an exclusion  of $60,000 of assets from the  estate
for United States federal estate tax purposes.
 
INFORMATION REPORTING AND BACKUP WITHHOLDING
 
    The  Company  must report  annually to  the Service  and to  each Non-United
States Holder the amount of dividends paid to, and the tax withheld with respect
to, such  holder, regardless  of whether  any tax  was actually  withheld.  That
information  may also be made available to the tax authorities of the country in
which a Non-United States Holder resides.
 
    United States federal backup withholding  tax (which, generally, is  imposed
at  the rate of 31% on certain payments to persons not otherwise exempt who fail
to furnish  information  required  under  United  States  information  reporting
requirements)  generally will not apply to dividends paid to a Non-United States
Holder either at an address outside  the United States (provided that the  payor
does  not have actual knowledge that the payee  is a United States person) or if
the dividends are subject to withholding at the 30% rate (or lower treaty rate).
As a general matter, information reporting and backup withholding also will  not
apply to a payment of the proceeds of a sale of Common Stock by a foreign office
of  a  broker.  However,  information  reporting  requirements  (but  not backup
withholding) will apply to a payment of  the proceeds of a sale of Common  Stock
by  a foreign office of a broker that is a United States person, or by a foreign
office of a  foreign broker that  derives 50% or  more of its  gross income  for
certain periods from the conduct of a trade or business in the United States, or
that  is a "controlled foreign corporation" as  to the United States, unless the
broker has documentary evidence in its  records that the holder is a  Non-United
States   Holder  and  certain  conditions  are  met,  or  the  holder  otherwise
establishes an exemption. Payment by a United  States office of a broker of  the
proceeds  of a sale  of Common Stock  is subject to  both backup withholding and
information reporting unless the  holder certifies as  to its non-United  States
status under penalties of perjury or otherwise establishes an exemption (and the
broker  has no actual knowledge to the  contrary.) The backup withholding tax is
not an additional tax and may be credited against the Non-United States Holder's
United States federal  income tax  liability or  refunded to  the extent  excess
amounts  are withheld, provided that the required information is supplied to the
Service.
 
                                       23

<PAGE>
NEW PROPOSED REGULATIONS
 
    The United States Treasury recently  proposed new regulations regarding  the
withholding  and  information  reporting  rules  discussed  above.  Among  other
changes,  the  proposed   regulations  would  unify   certification  forms   and
procedures,  require certification  of residence  to claim  treaty benefits, and
clarify reliance standards and make  other changes affecting withholding  agents
and intermediaries. If finalized in their current form, the proposed regulations
would  generally be effective for payments made after December 31, 1997, subject
to certain transition rules.
 
                                       24

<PAGE>
                                  UNDERWRITING
 
    Under the terms and subject to  the conditions contained in an  Underwriting
Agreement  dated               ,  1996 (the "U.S.  Underwriting Agreement"), the
underwriters named below  (the "U.S.  Underwriters"), for whom  CS First  Boston
Corporation,  Merrill  Lynch, Pierce,  Fenner &  Smith Incorporated  and Salomon
Brothers  Inc  are  acting  as  representatives  (the  "Representatives"),  have
severally  and not  jointly agreed  to purchase  from the  Company the following
respective numbers of U.S. Shares:
 
   

<TABLE>
<CAPTION>
                                                                                   NUMBER OF
                                U.S. UNDERWRITER                                  U.S. SHARES
- --------------------------------------------------------------------------------  ------------
<S>                                                                               <C>
CS First Boston Corporation.....................................................
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated..........................................................
Salomon Brothers Inc............................................................
Bear, Stearns & Co. Inc. .......................................................       175,000
BT Securities Corporation.......................................................       175,000
Cowen & Company.................................................................       175,000
Deutsche Morgan Grenfell/C.J. Lawrence Inc. ....................................       175,000
Goldman, Sachs & Co. ...........................................................       175,000
Lehman Brothers Inc. ...........................................................       175,000
J.P. Morgan Securities Inc. ....................................................       175,000
Oppenheimer & Co., Inc. ........................................................       175,000
PaineWebber Incorporated........................................................       175,000
Scotia Capital Markets (USA) Inc. ..............................................       175,000
                                                                                  ------------
    Total.......................................................................     5,950,000
                                                                                  ------------
                                                                                  ------------
</TABLE>

    
 
    The U.S. Underwriting Agreement  provides that the  obligations of the  U.S.
Underwriters  are  subject to  certain conditions  precedent  and that  the U.S.
Underwriters will be obligated to purchase all of the U.S. Shares offered hereby
(other than those shares covered by the overallotment option described below) if
any are purchased. The U.S. Underwriting  Agreement provides that, in the  event
of  a  default by  a  U.S. Underwriter,  in  certain circumstances  the purchase
commitments of non-defaulting  U.S. Underwriters  may be increased  or the  U.S.
Underwriting Agreement may be terminated.
 
    The  Company has  entered into  a Subscription  Agreement (the "Subscription
Agreement") with the  Managers of  the International  Offering (the  "Managers")
providing  for the concurrent offer and sale of the International Shares outside
the United States and Canada. The closing of the U.S. Offering is a condition to
the closing of the International Offering and vice versa.
 
    The Company has granted to the U.S. Underwriters and the Managers an option,
exercisable by CS First Boston Corporation, expiring at the close of business on
the thirtieth (30th) day after  the date of this  Prospectus, to purchase up  to
1,050,000  additional  shares at  the initial  public  offering price,  less the
underwriting discounts or  commissions, all as  set forth on  the cover page  of
this  Prospectus. Such option may be  exercised only to cover over-allotments in
the sale of the Common Stock offered  hereby. To the extent that this option  to
purchase  is  exercised,  each U.S.  Underwriter  and each  Manager  will become
obligated, subject to  certain conditions,  to purchase  approximately the  same
percentage  of additional  shares being  sold to  the U.S.  Underwriters and the
Managers as the number of U.S. Shares set forth next to such U.S.  Underwriter's
name  in the preceding table and as the number of International Shares set forth
next to  such  Manager's name  in  the  corresponding table  in  the  prospectus
relating  to the International Offering bears to  the sum of the total number of
shares of Common Stock in such tables.
 
    The  Company  has  been  advised  by  the  Representatives  that  the   U.S.
Underwriters propose to offer the U.S. Shares to the public in the United States
and  Canada initially at the offering price set  forth on the cover page of this
Prospectus and, through the  Representatives, to certain  dealers at such  price
less  a concession of $           per share, and  the U.S. Underwriters and such
dealers may allow a discount of $           per share on sales to certain  other
dealers.  After  the  initial public  offering,  the public  offering  price and
concession and discount to dealers may be changed by the Representatives.
 
                                       25

<PAGE>
    The public  offering  price and  the  aggregate underwriting  discounts  and
commissions  per share and per share concession  and discount to dealers for the
U.S. Offering  and  the concurrent  International  Offering will  be  identical.
Pursuant  to an  Agreement between the  U.S. Underwriters and  the Managers (the
"Intersyndicate Agreement") relating  to the  Offerings, changes  in the  public
offering price, concession and discount to dealers will be made only upon mutual
agreement  of  CS  First  Boston  Corporation,  as  representative  of  the U.S.
Underwriters, and CS First Boston Limited ("CSFBL") on behalf of the Managers.
 
    Pursuant to the Intersyndicate Agreement, each of the U.S. Underwriters  has
agreed  that, as  part of  the distribution  of the  U.S. Shares  and subject to
certain exceptions, it  has not offered  or sold,  and will not  offer or  sell,
directly  or indirectly, any shares of Common Stock or distribute any prospectus
relating to the Common Stock to any  person outside the United States or  Canada
or to any other dealer who does not so agree. Each of the Managers has agreed or
will  agree that, as  part of the  distribution of the  International Shares and
subject to certain exceptions, it has not offered or sold, and will not offer or
sell, directly  or indirectly,  any shares  of Common  Stock or  distribute  any
prospectus relating to the Common Stock in the United States or Canada or to any
dealer  who  does  not so  agree.  The  foregoing limitations  do  not  apply to
stabilization transactions or to transactions between the U.S. Underwriters  and
the  Managers pursuant to the Intersyndicate  Agreement. As used herein, "United
States" means  the  United States  of  America  (including the  States  and  the
District  of Columbia), its territories, possessions  and other areas subject to
its jurisdiction, "Canada" means Canada, its provinces, territories, possessions
and other areas subject to  its jurisdiction, and an offer  or sale shall be  in
the  United States or Canada if it is made to (i) any individual resident of the
United  States  or  Canada  or  (ii)  any  corporation,  partnership,   pension,
profit-sharing  or other trust or other entity (including any such entity acting
as an  investment  advisor  with  discretionary  authority)  whose  office  most
directly involved with the purchase is located in the United States or Canada.
 
    Pursuant to the Intersyndicate Agreement, sales may be made between the U.S.
Underwriters and the Managers of such number of shares of Common Stock as may be
mutually  agreed  upon. The  price  of any  shares so  sold  will be  the public
offering price, less  such amount as  may be  mutually agreed upon  by CS  First
Boston  Corporation, as representative  of the U.S.  Underwriters, and CSFBL, on
behalf of the Managers, but such  amount will not exceed the selling  concession
applicable  to  such shares.  To the  extent  there are  sales between  the U.S.
Underwriters and  the Managers  pursuant to  the Intersyndicate  Agreement,  the
number  of  shares of  Common Stock  initially  available for  sale by  the U.S.
Underwriters or by the Managers may be more or less than the amount appearing on
the cover  page  of this  Prospectus.  Neither  the U.S.  Underwriters  nor  the
Managers  are obligated to purchase  from the other any  unsold shares of Common
Stock.
 
    The Company  has agreed  that it  will not  offer, sell,  contract to  sell,
pledge  or  otherwise  dispose of,  directly  or  indirectly, or  file  with the
Securities and Exchange Commission a registration statement under the Securities
Act of  1933, as  amended (the  "Securities Act"),  relating to  any  additional
shares  of its  Common Stock or  securities convertible into  or exchangeable or
exercisable for  any  shares of  its  Common  Stock, or  publicly  disclose  the
intention  to make any such offer, sale, pledge, disposal or filing, without the
prior written consent of  CS First Boston  Corporation for a  period of 90  days
after the date of this Prospectus, except for issuances of Common Stock pursuant
to  the conversion or exchange of  convertible or exchangeable securities or the
exercise of warrants, rights or options in each case outstanding as of the  date
of  this Prospectus, grants  of employee stock  options or rights  pursuant to a
plan in  effect  on the  date  of this  Prospectus,  issuances pursuant  to  the
exercise of such options or rights, issuances pursuant to the Company's dividend
reinvestment plan as in effect on the date of this Prospectus, and any filing of
a  registration statement under  the Securities Act  with respect to  any of the
foregoing permitted issuances or grants.
 
    The Company has agreed to indemnify  the U.S. Underwriters and the  Managers
against  certain liabilities,  including civil liabilities  under the Securities
Act, or to contribute  to payments that the  U.S. Underwriters and the  Managers
may be required to make in respect thereof.
 
    Certain of the U.S. Underwriters and Managers and their affiliates have from
time  to time performed, and continue to perform, various investment banking and
commercial banking services  for the Company,  for which customary  compensation
has been received.
 
                                       26

<PAGE>
                          NOTICE TO CANADIAN RESIDENTS
 
RESALE RESTRICTIONS
 
    The  distribution of  the Common  Stock in  Canada is  being made  only on a
private placement basis exempt from the requirement that the Company prepare and
file a prospectus with  the securities regulatory  authorities in each  province
where  trades of the Common  Stock are effected. Accordingly,  any resale of the
Common Stock in  Canada must be  made in accordance  with applicable  securities
laws  which  will vary  depending on  the relevant  jurisdiction, and  which may
require resales to be made in accordance with available statutory exemptions  or
pursuant  to  a  discretionary  exemption  granted  by  the  applicable Canadian
securities regulatory authority.  Purchasers are  advised to  seek legal  advice
prior to any resale of the Common Stock.
 
REPRESENTATIONS OF PURCHASERS
 
    Each   purchaser  of  Common  Stock  in   Canada  who  receives  a  purchase
confirmation will be deemed to represent to the Company and the dealer from whom
such purchase confirmation is received that (i) such purchaser is entitled under
applicable provincial securities laws to purchase such Common Stock without  the
benefit  of  a  prospectus  qualified under  such  securities  laws,  (ii) where
required by  law, that  such purchaser  is purchasing  as principal  and not  as
agent,  and  (iii) such  purchaser  has reviewed  the  text above  under "Resale
Restrictions."
 
RIGHTS OF ACTION AND ENFORCEMENT
 
    The securities  being offered  are those  of a  foreign issuer  and  Ontario
purchasers  will  not  receive the  contractual  right of  action  prescribed by
section 32 of the  Regulation under the Securities  Act (Ontario). As a  result,
Ontario  purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action  under
the civil liability provisions of the U.S. federal securities laws.
 
    All  of the  issuer's directors  and officers as  well as  the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Ontario  purchasers to  effect service  of process  within Canada  upon  the
issuer or such persons. All or a substantial portion of the assets of the issuer
and  such persons may be located outside of  Canada and, as a result, it may not
be possible to satisfy a judgment against  the issuer or such persons in  Canada
or  to enforce  a judgment  obtained in Canadian  courts against  such issuer or
persons outside of Canada.
 
NOTICE TO BRITISH COLUMBIA RESIDENTS
 
    A purchaser of Common  Stock to whom the  Securities Act (British  Columbia)
applies  is advised  that such  purchaser is required  to file  with the British
Columbia Securities  Commission a  report within  ten days  of the  sale of  any
shares  of Common  Stock acquired by  such purchaser pursuant  to this Offering.
Such report  must  be  in  the form  attached  to  British  Columbia  Securities
Commission  Blanket Order BOR #95/17,  a copy of which  may be obtained from the
Company. Only one such report must be filed in respect of shares of Common Stock
acquired on the same date and under the same prospectus exemption.
 
                                    EXPERTS
 
    The consolidated  financial statements  of the  Company as  of December  31,
1995,  1994, 1993, 1992 and 1991,  and for each of the  five years in the period
ended December  31, 1995  incorporated by  reference from  the Company's  Annual
Report  on Form 10-K for the year ended  December 31, 1995, 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.
 
   
    The   combined  financial  statements  of  Electronic  Systems  (a  unit  of
Westinghouse Electric Corporation) incorporated in this Prospectus by  reference
to  the Current Report on Form 8-K/A of the Company dated May 31, 1996 have been
so incorporated in reliance on the  report of Price Waterhouse LLP,  independent
accountants,  given upon the authority of said firm as experts in accounting and
auditing.
    
 
                                       27

<PAGE>
                                 LEGAL MATTERS
 
    The validity of the issuance of the shares of Common Stock and certain other
legal matters related to the  Offerings will be passed  upon for the Company  by
Sheppard,  Mullin,  Richter &  Hampton LLP,  Los  Angeles, California.  Latham &
Watkins, Los Angeles,  California, will pass  on certain legal  matters for  the
U.S. Underwriters and Managers.
 
                                       28

<PAGE>
- -------------------------------------------
                                     -------------------------------------------
 
    NO  DEALER,  SALESPERSON  OR  OTHER  PERSON  HAS  BEEN  AUTHORIZED  TO  GIVE
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS  AND,
IF  GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN  AUTHORIZED BY  THE  COMPANY OR  ANY  UNDERWRITER OR  MANAGER.  THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY  ANY OF THE SECURITIES  OFFERED HEREBY IN ANY  JURISDICTION TO ANY PERSON TO
WHOM IT  IS  UNLAWFUL TO  MAKE  SUCH OFFER  IN  SUCH JURISDICTION.  NEITHER  THE
DELIVERY  OF  THIS  PROSPECTUS NOR  ANY  SALE  MADE HEREUNDER  SHALL,  UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT  AS
OF  ANY TIME SUBSEQUENT TO THE  DATE HEREOF OR THAT THERE  HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
 
                                 --------------
 
                               TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                                    PAGE
                                                    -----
<S>                                              <C>
Forward Looking Statements.....................           2
Available Information..........................           2
Incorporation of Certain Documents by
 Reference.....................................           3
Prospectus Summary.............................           4
Use of Proceeds................................           9
Capitalization.................................           9
Price Range of Common Stock and Dividends......          10
Selected Consolidated Financial Data...........          11
Unaudited Pro Forma Condensed Combined
 Financial Data................................          12
The Company....................................          16
Description of Capital Stock...................          21
Certain United States Federal Tax Consequences
 For Non-United States Holders.................          22
Underwriting...................................          25
Notice to Canadian Residents...................          27
Experts........................................          27
Legal Matters..................................          28
</TABLE>

 
                                NORTHROP GRUMMAN
 
                                7,000,000 Shares
 
                                  Common Stock
                               ($1.00 PAR VALUE)
 
                              P R O S P E C T U S
 
                                CS First Boston
                              Merrill Lynch & Co.
                              Salomon Brothers Inc
 
- -------------------------------------------
                                     -------------------------------------------

<PAGE>
Information   contained  herein  is  subject   to  completion  or  amendment.  A
registration statement  relating to  these securities  has been  filed with  the
Securities  and Exchange  Commission. These securities  may not be  sold nor may
offers to buy be accepted prior  to the time the registration statement  becomes
effective.  This  Prospectus  shall  not  constitute an  offer  to  sell  or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in  any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration  or qualification under  the securities laws  of any  such
jurisdiction.

<PAGE>
   
                   SUBJECT TO COMPLETION, DATED JUNE 3, 1996
    
 
                                7,000,000 Shares
                                NORTHROP GRUMMAN
                                  Common Stock
                               ($1.00 PAR VALUE)
 
                                 --------------
 
ALL  OF THE SHARES OF COMMON STOCK,  PAR VALUE $1.00 PER SHARE ("COMMON STOCK"),
OF NORTHROP GRUMMAN CORPORATION (THE  "COMPANY") OFFERED HEREBY ARE BEING  SOLD
 BY  THE  COMPANY. OF  THE 7,000,000  SHARES OF  COMMON STOCK  BEING OFFERED,
   1,050,000 SHARES ARE INITIALLY BEING OFFERED OUTSIDE THE UNITED STATES AND
    CANADA (THE "INTERNATIONAL SHARES") BY THE MANAGERS (THE  "INTERNATIONAL
    OFFERING")  AND  5,950,000  SHARES  ARE  INITIALLY  BEING  CONCURRENTLY
     OFFERED IN THE UNITED STATES AND  CANADA (THE "U.S. SHARES") BY  THE
       U.S.  UNDERWRITERS  (THE "U.S.  OFFERING"  AND, TOGETHER  WITH THE
       INTERNATIONAL OFFERING, THE "OFFERINGS").  THE OFFERING PRICE  AND
       UNDERWRITING  DISCOUNTS AND   COMMISSIONS  OF THE INTERNATIONAL
                 OFFERING AND THE U.S. OFFERING ARE IDENTICAL.
 
   
THE COMMON STOCK OF THE  COMPANY IS LISTED ON THE  NEW YORK STOCK EXCHANGE  (THE
"NYSE")  AND THE  PACIFIC STOCK  EXCHANGE UNDER THE  SYMBOL "NOC."  ON MAY 29,
  1996, THE LAST REPORTED SALE PRICE  OF THE COMMON       STOCK ON THE  NYSE
         WAS $62 1/4. SEE "PRICE RANGE OF COMMON STOCK AND DIVIDENDS."
    
 
                                 --------------
 
THESE  SECURITIES  HAVE  NOT  BEEN APPROVED  OR  DISAPPROVED  BY  THE SECURITIES
   AND  EXCHANGE   COMMISSION  OR   ANY  STATE   SECURITIES  COMMISSION   NOR
     HAS   THE   SECURITIES   AND   EXCHANGE   COMMISSION   OR   ANY  STATE
        SECURITIES  COMMISSION   PASSED  UPON   THE  ACCURACY   OR   AD-
            EQUACY    OF   THIS   PROSPECTUS.   ANY   REPRESENTATION
                       TO THE CONTRARY IS A CRIMINAL OFFENSE.
 

<TABLE>
<CAPTION>
                                                                             UNDERWRITING
                                                            PRICE TO         DISCOUNTS AND       PROCEEDS TO
                                                             PUBLIC           COMMISSIONS        COMPANY(1)
                                                        -----------------  -----------------  -----------------
<S>                                                     <C>                <C>                <C>
PER SHARE.............................................          $                  $                  $
TOTAL (2).............................................          $                  $                  $
</TABLE>

 
(1) BEFORE DEDUCTION OF EXPENSES PAYABLE BY THE COMPANY, ESTIMATED AT $700,000.
 
(2) THE COMPANY HAS  GRANTED THE MANAGERS AND  THE U.S. UNDERWRITERS AN  OPTION,
    EXERCISABLE  BY CS  FIRST BOSTON CORPORATION  FOR THIRTY (30)  DAYS FROM THE
    DATE OF THIS PROSPECTUS TO PURCHASE A MAXIMUM OF 1,050,000 ADDITIONAL SHARES
    TO COVER OVER-ALLOTMENTS OF SHARES. IF THE OPTION IS EXERCISED IN FULL,  THE
    TOTAL  PRICE TO  PUBLIC WILL  BE $             ,  UNDERWRITING DISCOUNTS AND
    COMMISSIONS WILL BE $         AND PROCEEDS TO COMPANY WILL BE $         .
 
    THE INTERNATIONAL SHARES ARE OFFERED BY THE SEVERAL MANAGERS WHEN, AS AND IF
ISSUED BY THE COMPANY, DELIVERED TO AND ACCEPTED BY THE MANAGERS AND SUBJECT  TO
THEIR  RIGHT TO  REJECT ORDERS  IN WHOLE  OR IN  PART. IT  IS EXPECTED  THAT THE
INTERNATIONAL SHARES WILL  BE READY  FOR DELIVERY  ON OR ABOUT  JUNE    ,  1996,
AGAINST PAYMENT IN IMMEDIATELY AVAILABLE FUNDS.
 
CS First Boston                                      Merrill Lynch International
 
                     Salomon Brothers International Limited
 
                 THE DATE OF THIS PROSPECTUS IS JUNE   , 1996.

<PAGE>
    IN  CONNECTION WITH THE OFFERINGS, CS  FIRST BOSTON CORPORATION ON BEHALF OF
THE U.S. UNDERWRITERS  AND THE  MANAGERS MAY OVER-ALLOT  OR EFFECT  TRANSACTIONS
WHICH  STABILIZE OR  MAINTAIN THE MARKET  PRICE OF  THE COMMON STOCK  AT A LEVEL
ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL  IN THE OPEN MARKET. SUCH  TRANSACTIONS
MAY  BE EFFECTED ON THE  NEW YORK STOCK EXCHANGE,  THE PACIFIC STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
    DURING THIS OFFERING, CERTAIN PERSONS AFFILIATED WITH PERSONS  PARTICIPATING
IN THE DISTRIBUTION MAY ENGAGE IN TRANSACTIONS FOR THEIR OWN ACCOUNTS OR FOR THE
ACCOUNTS  OF OTHERS IN  THE COMMON STOCK  OF THE COMPANY  PURSUANT TO EXEMPTIONS
CONTAINED IN RULES 10B-6, 10B-7 AND  10B-8 UNDER THE SECURITIES EXCHANGE ACT  OF
1934.
 
                           FORWARD LOOKING STATEMENTS
 
    THE  FORWARD LOOKING  STATEMENTS CONTAINED  IN THIS  PROSPECTUS, CONCERNING,
AMONG OTHER  THINGS,  FUTURE RESULTS  OF  OPERATIONS, DELIVERIES,  TRENDS,  CASH
FLOWS,  MARKETS  AND PROGRAMS  ARE PROJECTIONS  AND  ARE NECESSARILY  SUBJECT TO
VARIOUS  RISKS  AND  UNCERTAINTIES.  ACTUAL  OUTCOMES  ARE  DEPENDENT  UPON  THE
COMPANY'S  SUCCESSFUL  PERFORMANCE  OF  INTERNAL  PLANS,  GOVERNMENT  CUSTOMERS'
BUDGETARY RESTRAINTS,  CUSTOMER CHANGES  IN SHORT  RANGE AND  LONG RANGE  PLANS,
DOMESTIC AND INTERNATIONAL COMPETITION IN BOTH THE DEFENSE AND COMMERCIAL AREAS,
PRODUCT  PERFORMANCE,  CONTINUED  DEVELOPMENT AND  ACCEPTANCE  OF  NEW PRODUCTS,
PERFORMANCE ISSUES WITH KEY SUPPLIERS AND SUBCONTRACTORS, GOVERNMENT IMPORT  AND
EXPORT  POLICIES,  TERMINATION  OF  GOVERNMENT  CONTRACTS,  POLITICAL PROCESSES,
LEGAL, FINANCIAL AND  GOVERNMENTAL RISKS RELATED  TO INTERNATIONAL  TRANSACTIONS
AND GLOBAL NEEDS FOR MILITARY AND COMMERCIAL AIRCRAFT AND ELECTRONIC SYSTEMS AND
SUPPORT,  AS  WELL  AS OTHER  ECONOMIC,  POLITICAL AND  TECHNOLOGICAL  RISKS AND
UNCERTAINTIES.
 
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                    PAGE
                                                    -----
<S>                                              <C>
Forward Looking Statements.....................           2
Available Information..........................           3
Incorporation of Certain Documents by
 Reference.....................................           3
Prospectus Summary.............................           4
Use of Proceeds................................           9
Capitalization.................................           9
Price Range of Common Stock and Dividends......          10
Selected Consolidated Financial Data...........          11
 
<CAPTION>
                                                    PAGE
                                                    -----
<S>                                              <C>
 
Unaudited Pro Forma Condensed Combined
 Financial Data................................          12
The Company....................................          16
Description of Capital Stock...................          21
Certain United States Federal Tax Consequences
 For Non-United States Holders.................          22
Subscription and Sale..........................          25
Experts........................................          27
Legal Matters..................................          27
</TABLE>

 
                                       2

<PAGE>
                             AVAILABLE INFORMATION
 
    The Company is subject to  the informational requirements of the  Securities
Exchange  Act  of  1934, as  amended  (the  "Exchange Act"),  and  in accordance
therewith files  reports,  proxy  statements  and  other  information  with  the
Securities  and  Exchange  Commission (the  "Commission").  Such  reports, proxy
statements and other information may be inspected and copies may be obtained  at
the  principal office  of the Commission  at 450 Fifth  Street, N.W, Washington,
D.C.  20549,  and  at  the   following  regional  offices  of  the   Commission:
Northwestern  Atrium  Center,  500  West Madison  Street,  Suite  1400, Chicago,
Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York  10048.
Copies  of such materials can  be obtained from the  Public Reference Section of
the Commission, 450  Fifth Street,  N.W, Washington, D.C.  20549, at  prescribed
rates.  Reports, proxy statements  and other information  concerning the Company
can also be inspected at  the offices of the New  York Stock Exchange, Inc.,  20
Broad  Street, New York, New  York 10005; and the  Pacific Stock Exchange, Inc.,
233 South Beaudry Avenue,  Los Angeles, California 90012,  and 301 Pine  Street,
San Francisco, California 94104.
 
    The  Company has filed with the Commission a Registration Statement (herein,
together with all amendments thereto, called the "Registration Statement") under
the Securities Act of 1933, as  amended (the "Securities Act"), with respect  to
the  securities  offered hereby.  This Prospectus  does not  contain all  of the
information  included  in  the  Registration  Statement  and  the  exhibits  and
schedules thereto. Statements contained in this Prospectus as to the contents of
any contract or other document referred to herein and filed as an exhibit to the
Registration  Statement  are not  necessarily  complete, and,  in  each instance
reference is made to  the copy of  such contract or other  document filed as  an
exhibit  to the Registration  Statement, each such  statement being qualified in
all respects by  such reference.  For further  information with  respect to  the
Company and the securities being offered hereby, reference is hereby made to the
Registration Statement and the exhibits and schedules thereto.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
    The  Company has filed  with the Commission,  pursuant to Section  13 of the
Exchange Act:
 
        (i) an Annual Report on Form 10-K for the year ended December 31, 1995;
 
   
        (ii) a Current Report on  Form 8-K filed March  18, 1996, as amended  on
    Form 8-K/A dated May 31, 1996;
    
 
       (iii)  a Quarterly Report  on Form 10-Q  for the quarter  ended March 31,
    1996;
 
        (iv) a description of  the Common Stock  of the Company  set forth in  a
    Registration Statement on Form 8-B dated June 20, 1985; and
 
        (v) a description of the Common Stock Purchase Rights of the Company set
    forth  in a Registration Statement on Form  8-A filed September 22, 1988, as
    amended on Form 8  filed August 2,  1991, as further  amended on Form  8-A/A
    filed October 7, 1994;
 
    which  are  hereby incorporated  by reference  in  and made  a part  of this
    Prospectus.
 
        All documents  hereafter  filed  by  the  Company  with  the  Commission
    pursuant  to Section 13(a), 13(c), 14 or  15(d) of the Exchange Act prior to
    the filing of a post-effective amendment which indicates that all securities
    offered hereby  have been  sold  or which  deregisters all  securities  then
    remaining  unsold shall be deemed to be  incorporated by reference in and to
    be a part of this Prospectus from the date of filing of such documents.  Any
    statement  contained in a document incorporated by reference or deemed to be
    incorporated herein  shall  be  deemed  to be  modified  or  superseded  for
    purposes  of this Prospectus to the extent that a statement contained herein
    or in any other subsequently filed document which also is or is deemed to be
    incorporated by reference herein modifies or supersedes such statement.  Any
    such  statement so modified or superseded shall  not be deemed, except as so
    modified or superseded, to constitute a part of this Prospectus.
 
        In this Prospectus, references to "dollars" and "$" are to United States
    dollars.
 
        THIS PROSPECTUS  INCORPORATES  DOCUMENTS  BY  REFERENCE  WHICH  ARE  NOT
    PRESENTED  HEREIN  OR  DELIVERED HEREWITH.  THESE  DOCUMENTS  (NOT INCLUDING
    EXHIBITS TO  SUCH  DOCUMENTS,  UNLESS  SUCH  EXHIBITS  ARE  INCORPORATED  BY
    REFERENCE  IN SUCH DOCUMENTS)  ARE AVAILABLE WITHOUT  CHARGE UPON WRITTEN OR
    ORAL REQUEST DIRECTED  TO: JAMES  C. JOHNSON, CORPORATE  VICE PRESIDENT  AND
    SECRETARY,  NORTHROP  GRUMMAN  CORPORATION,  1840  CENTURY  PARK  EAST,  LOS
    ANGELES, CALIFORNIA 90067 (TELEPHONE: (310) 553-6262).
 
                                       3

<PAGE>
                             SUBSCRIPTION AND SALE
 
    The   Institutions  named  below  (the  "Managers"),  have,  pursuant  to  a
Subscription Agreement dated             , 1996 (the "Subscription  Agreement"),
severally  but  not  jointly agreed  to  subscribe  and pay  for,  the following
respective numbers of International Shares as set forth opposite their names:
 

<TABLE>
<CAPTION>
                                                                                   NUMBER OF
                                                                                  INTERNATIONAL
                                    MANAGER                                          SHARES
- --------------------------------------------------------------------------------  ------------
<S>                                                                               <C>
CS First Boston Limited
Merrill Lynch International
Salomon Brothers International Limited
 
                                                                                  ------------
Total                                                                               1,050,000
                                                                                  ------------
                                                                                  ------------
</TABLE>

 
    The Subscription Agreement provides that the obligations of the Managers are
such that,  subject  to  certain  conditions precedent,  the  Managers  will  be
obligated to purchase all of the International Shares offered hereby (other than
those  shares covered by the  over allotment option described  below) if any are
purchased. The Subscription Agreement provides that,  in the event of a  default
by   a   Manager,  in   certain  circumstances   the  purchase   commitments  of
non-defaulting Managers may be  increased or the  Subscription Agreement may  be
terminated.
 
    The  Company has entered  into an Underwriting  Agreement (the "Underwriting
Agreement")  with  the  U.S.  Underwriters  of  the  U.S.  Offering  (the  "U.S.
Underwriters") providing for the concurrent offer and sale of the U.S. Shares in
the United States and Canada. The closing of the U.S. Offering is a condition to
the closing of the International Offering and vice versa.
 
    The Company has granted to the Managers and the U.S. Underwriters an option,
exercisable  by CS First Boston Corporation  ("CSFBC"), expiring at the close of
business on  the thirtieth  (30th) day  after the  date of  this Prospectus,  to
purchase  up  to 1,050,000  additional shares,  at  the initial  public offering
price, less the underwriting discounts or  commissions, all as set forth on  the
cover  page  of this  Prospectus. Such  option  may be  exercised only  to cover
over-allotments in the sale of the shares of Common Stock offered hereby. To the
extent that  this  option  to  purchase is  exercised,  each  Manager  and  U.S.
Underwriter  will become obligated,  subject to certain  conditions, to purchase
approximately the  same  percentage  of  additional shares  being  sold  to  the
Managers  and the  U.S. Underwriters as  the number of  International Shares set
forth next to such Manager's  name in the preceding table  and as the number  of
U.S.  Shares set forth next to such U.S. Underwriter's name in the corresponding
table in the prospectus relating  to the U.S. Offering bears  to the sum of  the
total number of shares of Common Stock in such tables.
 
    The Company has been advised by CS First Boston Limited ("CSFBL"), on behalf
of  the Managers,  that the Managers  propose to offer  the International Shares
outside the United States and Canada initially at the public offering price  set
forth on the cover page of this Prospectus and, through the Managers, to certain
dealers at such price less a commission of $         per share, and the Managers
and  such dealers may  allow a commission of  $           per  share on sales to
certain other dealers. After  the initial public  offering, the public  offering
price and commission and reallowance may be changed by the Managers.
 
    The  offering price and the aggregate underwriting discounts and commissions
per  share  and  per  share  commission  and  reallowance  to  dealers  for  the
International  Offering  and the  concurrent  U.S. Offering  will  be identical.
Pursuant to an  Agreement between the  U.S. Underwriters and  the Managers  (the
"Intersyndicate  Agreement") relating to the  Offerings, changes in the offering
price, the aggregate Underwriting  discounts and commissions  per share and  per
share  commission  and reallowance  to dealers,  will be  made only  upon mutual
agreement of CSFBL, on behalf of the  Managers, and CSFBC on behalf of the  U.S.
Underwriters.
 
                                       25

<PAGE>
    Pursuant  to the Intersyndicate  Agreement, each of  the Managers has agreed
that, as part  of the distribution  of the International  Shares and subject  to
certain  exceptions, it  has not offered  or sold,  and will not  offer or sell,
directly or indirectly, any shares of Common Stock or distribute any  prospectus
relating  to the Common Stock to any person in the United States or Canada or to
any other dealer who does not so agree. Each of the U.S. Underwriters has agreed
that, as part  of the distribution  of the  U.S. Shares and  subject to  certain
exceptions,  it has not offered or sold, and will not offer or sell, directly or
indirectly, any shares of Common Stock or distribute any prospectus relating  to
the  Common Stock to  any person outside the  United States or  Canada or to any
dealer who  does  not  so agree.  The  foregoing  limitations do  not  apply  to
stabilization  transactions or to transactions between the Managers and the U.S.
Underwriters pursuant to the Intersyndicate  Agreement. As used herein,  "United
States"  means  the  United States  of  America  (including the  States  and the
District of Columbia), its territories  and possessions and other areas  subject
to  its  jurisdiction, "Canada"  means  Canada, its  provinces,  territories and
possessions and other areas  subject to its jurisdiction,  and an offer or  sale
shall  be in the  United States or  Canada if it  is made to  (i) any individual
resident of the United  States or Canada or  (ii) any corporation,  partnership,
pension,  profit-sharing  or other  trust or  other  entity (including  any such
entity acting  as  an investment  advisor  with discretionary  authority)  whose
office  most directly involved with the purchase is located in the United States
or Canada.
 
    Pursuant to  the Intersyndicate  Agreement, sales  may be  made between  the
Managers  and the U.S. Underwriters of such  number of shares of Common Stock as
may be mutually agreed  upon. The price  of any shares of  Common Stock so  sold
will  be the  public offering price  less such  amount agreed upon  by CSFBL, on
behalf of the Managers, and CSFBC,  as representative of the U.S.  Underwriters,
but  such  amount will  not  exceed the  selling  concession applicable  to such
shares. To  the  extent  there are  sales  between  the Managers  and  the  U.S.
Underwriters  pursuant to the Intersyndicate Agreement,  the number of shares of
Common Stock  initially  available for  sale  by the  Managers  or by  the  U.S.
Underwriters  may be more or less than the amount appearing on the cover page of
this Prospectus. Neither the Managers nor the U.S. Underwriters are obligated to
purchase from the other any unsold shares of Common Stock.
 
    Prior to the  expiry of the  period of six  months from the  closing of  the
Offerings no Common Stock may be offered or sold in the United Kingdom except to
persons  whose ordinary activities involve  them in acquiring, holding, managing
or disposing of investments  (as principal or agent)  for the purposes of  their
businesses  or otherwise  in circumstances that  have not resulted  and will not
result in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations  1995. All applicable provisions of  the
Public Offers of Securities Regulations 1995 and the Financial Services Act 1986
must  be complied  with in respect  of anything  done in relation  to any Common
Stock in, from or otherwise involving the United Kingdom. No document issued  in
connection  with the issue of any Common Stock may be issued or passed on in the
United Kingdom to a person, unless that person is of a kind described in Article
11(3)  of   the  Financial   Services  Act   1986  (Investment   Advertisements)
(Exemptions)  Order  1995 or  is a  person  to whom  the document  may otherwise
lawfully be issued or  passed on. The  Company has not  authorized any offer  of
Common  Stock to  the public  in the  United Kingdom  within the  meaning of the
Public Offers of  Securities Regulations  1995 (the  "Regulations"). The  Common
Stock  may not  lawfully be  offered or  sold to  persons in  the United Kingdom
except in circumstances  that do not  result in an  offer to the  public in  the
United  Kingdom within the meaning of the Regulations or otherwise in compliance
with all applicable provisions of the Regulations.
 
    The Company  has agreed  that it  will not  offer, sell,  contract to  sell,
pledge  or  otherwise  dispose of,  directly  or  indirectly, or  file  with the
Securities and Exchange Commission a registration statement under the Securities
Act of  1933, as  amended (the  "Securities Act"),  relating to  any  additional
shares  of its  Common Stock or  securities convertible into  or exchangeable or
exercisable for  any  shares of  its  Common  Stock, or  publicly  disclose  the
intention  to make any such offer, sale, pledge, disposal or filing, without the
prior written consent of CSFBC  for a period of 90  days after the date of  this
Prospectus,  except for issuances of Common  Stock pursuant to the conversion or
exchange of convertible or exchangeable securities or the exercise of  warrants,
rights  or options in each  case outstanding as of  the date of this Prospectus,
grants of employee stock options or rights  pursuant to a plan in effect on  the
date  of this Prospectus, issuances pursuant to  the exercise of such options or
rights, issuances pursuant  to the  Company's dividend reinvestment  plan as  in
effect  on  the  date of  this  Prospectus,  and any  filing  of  a registration
statement under  the  Securities  Act  with respect  to  any  of  the  foregoing
permitted issuances or grants.
 
                                       26

<PAGE>
    The  Company has agreed to indemnify  the Managers and the U.S. Underwriters
against certain liabilities,  including civil liabilities  under the  Securities
Act,  or to contribute to  payments that the Managers  and the U.S. Underwriters
may be required to make in respect thereof.
 
    Certain of the Managers and U.S. Underwriters and their affiliates have from
time to time performed, and continue to perform, various investment banking  and
commercial  banking services for  the Company, for  which customary compensation
has been received.
 
                                    EXPERTS
 
    The consolidated  financial statements  of the  Company as  of December  31,
1995,  1994, 1993, 1992 and 1991,  and for each of the  five years in the period
ended December  31, 1995  incorporated by  reference from  the Company's  Annual
Report  on Form 10-K for the year ended  December 31, 1995, 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.
 
   
    The   combined  financial  statements  of  Electronic  Systems  (a  unit  of
Westinghouse Electric Corporation) incorporated in this Prospectus by  reference
to  the Current Report on Form 8-K/A of the Company dated May 31, 1996 have been
so incorporated in reliance on the  report of Price Waterhouse LLP,  independent
accountants,  given upon the authority of said firm as experts in accounting and
auditing.
    
 
                                 LEGAL MATTERS
 
    The validity of the issuance of the shares of Common Stock and certain other
legal matters related to the  Offerings will be passed  upon for the Company  by
Sheppard,  Mullin,  Richter &  Hampton LLP,  Los  Angeles, California.  Latham &
Watkins, Los Angeles,  California, will pass  on certain legal  matters for  the
U.S. Underwriters and Managers.
 
                                       27

<PAGE>

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
    An  itemized statement of  the estimated amount of  the expenses, other than
underwriting discounts  and commissions,  incurred  and to  be incurred  by  the
Company  in  connection with  the issuance  and  distribution of  the Securities
registered pursuant to this registration statement is as follows:
 
   

<TABLE>
<S>                                                                 <C>
SEC registration fee..............................................  $ 164,470
Printing and engraving expenses...................................    135,000
Accounting fees and expenses......................................    150,000
Legal fees and expenses...........................................    150,000
Listing fees......................................................     35,675
Blue sky fees and expenses and legal fees.........................     15,000
Miscellaneous.....................................................     49,855
                                                                    ---------
    Total.........................................................  $ 700,000
                                                                    ---------
                                                                    ---------
</TABLE>

    
 
   
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
    
 
    Section 145 of the Delaware General Corporation Law (the "Act"), and Article
V of  the  Company's Bylaws  relate  to  the indemnification  of  the  Company's
directors  and officers,  among others,  in a  variety of  circumstances against
liabilities arising in connection with the performance of their duties.
 
    The Act permits  indemnification of  directors and officers  acting in  good
faith  and in a  manner they reasonably believe  to be in or  not opposed to the
best interests  of the  Company or  its  shareholders (and,  with respect  to  a
criminal  proceeding, if they have no  reasonable cause to believe their conduct
to be unlawful)  against (i)  expenses (including  attorney's fees),  judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred
in  connection  with  any  threatened, pending  or  completed  action,  suit, or
proceeding (other than an action by or in the right of the Company) arising  out
of  a position  with the  Company (or  with some  other entity  at the Company's
request) and  (ii) expenses  (including  attorneys' fees)  and amounts  paid  in
settlement  actually and  reasonably incurred  in connection  with a threatened,
pending, or completed action or suit by  or in the right of the Company,  unless
the  director or officer is found liable to the Company and an appropriate court
does not determine that he or she is nevertheless fairly and reasonably entitled
to indemnification.
 
    The Act requires indemnification for expenses to the extent that a  director
or  officer is successful  on the merits  in defending against  any such action,
suit or proceeding, and otherwise  requires in general that the  indemnification
provided for in (i) and (ii) above be made only on a determination by a majority
vote of a quorum of the Board of Directors who were not parties or threatened to
be  made parties to  the action, suit or  proceeding, or, if  a quorum cannot be
obtained, (a)  by independent  legal counsel,  or (b)  by the  shareholders.  In
certain  circumstances, the Act further permits  advances to cover such expenses
before a final determination that  indemnification is permissible, upon  receipt
of  a written undertaking  by or on behalf  of the director  or officer to repay
such amounts if it shall ultimately be determined that they are not entitled  to
indemnification.
 
    Indemnification   under  the  Act  is  not  exclusive  of  other  rights  to
indemnification  to  which  a  person  may  be  entitled  under  the   Company's
Certificate of Incorporation, Bylaws or a contractual agreement. The Act permits
the  Company  to purchase  insurance  on behalf  of  its directors  and officers
against liabilities arising out of their  positions with the Company whether  or
not such liabilities would be within the foregoing indemnification provisions.
 
    Under  the Company's Bylaws, the Company is required to indemnify any person
who was or is  a party or is  threatened to be made  a party to any  threatened,
pending  or  completed  action,  suit or  proceeding,  whether  civil, criminal,
administrative or investigative (other than an action by or in the right of  the
Company,  a "derivative action")  and any appeal  thereof by reason  of the fact
that such person is, was or agreed to
 
                                      II-1

<PAGE>
become a  director  or  officer  of the  Company,  against  expenses  (including
attorneys'  fees), judgments,  penalties, fines  and amounts  paid in settlement
actually and reasonably incurred by such person in connection with such  action,
suit  or  proceeding  to the  fullest  extent  allowed under  Delaware  or other
applicable state law. The  Company shall indemnify  an indemnitee in  connection
with  a suit brought by such indemnitee only if the proceeding was authorized by
the Company or is instituted to enforce the indemnification rights herein  above
mentioned. The Company may pay the expenses (including attorney's fees) incurred
by  any officer, director,  employee or agent who  is interviewed, subpoenaed or
deposed as  a witness,  or otherwise  incurs expenses,  in connection  with  any
action  or proceeding, if it  is determined that such  payments will benefit the
Company.
 
    The Company's Bylaws  provide that the  Company shall pay  for the  expenses
incurred  by an  indemnified director  or officer  in defending  the proceedings
specified above, in advance of their final disposition, provided that the person
furnishes the Company  with an  undertaking to reimburse  the Company  if it  is
ultimately  determined that such person is  not entitled to indemnification. The
Company may provide indemnification at the discretion of the Board of  Directors
and  on such terms and under such conditions as the Board shall deem appropriate
to any person who is  or was serving as an  employee or agent. In addition,  the
Company  may purchase and maintain  insurance on behalf of  any person who is or
was a director, officer, employee or agent of the Company (or is serving or  was
serving at the request of an executive officer the Company in such a position at
a  related entity) against  any liability asserted against  and incurred by such
person in such capacity, or arising out  of the person's status as such  whether
or  not the  Company would have  the power  or the obligation  to indemnify such
person against such liability under the provisions of the Company's Bylaws.
 
    The Company 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.  The  Company  has  also  purchased  director  and  officer liability
insurance. Reference  is  made  to  the  forms  of  Underwriting  Agreement  and
Subscription  Agreement filed  as Exhibits  1.1 and  1.2, respectively,  to this
Registration Statement for certain  provisions regarding the indemnification  of
officers and directors of the Company by the U.S. Underwriters and Managers.
 
ITEM 16.  EXHIBITS
 
   

<TABLE>
<C>        <S>
      1.1  Form of Underwriting Agreement*
      1.2  Form of Subscription Agreement*
      3.1  Certificate  of Incorporation, as amended (incorporated by reference
           to Form S-3 Registration Statement, Registration No. 33-55143)*
      3.2  Bylaws,  as  amended   (incorporated  by  reference   to  Form   S-3
           Registration Statement, Registration No. 33-55143)*
      4.1  Common Stock Purchase Rights Plan (incorporated by reference to Form
           8-A   filed  September   22,  1988,   amended  on   August  2,  1991
           (incorporated by  reference to  Form  8 filed  August 2,  1991)  and
           amended  on September  28, 1994  (incorporated by  reference to Form
           8-A/A filed October 7, 1994)*
      4.2  Amended  and  Restated   Credit  Agreement  dated   March  1,   1996
           (incorporated by reference to Form 8-K filed March 18, 1996)*
      4.3  Form  of Certificate for Common  Stock (incorporated by reference to
           Form S-3 Registration Statement, Registration No. 33-55143)*
      5.1  Opinion of Sheppard, Mullin, Richter & Hampton LLP*
     23.1  Consent of Deloitte & Touche LLP, independent auditors
     23.2  Consent of Price Waterhouse LLP, independent accountants
</TABLE>

    
 
                                      II-2

<PAGE>

<TABLE>
<C>        <S>
     23.3  Consent of  Sheppard, Mullin,  Richter &  Hampton LLP  (included  in
           Exhibit 5.1)*
     24.1  Power of Attorney*
</TABLE>

 
- ------------------------
* Previously filed.
 
ITEM 17.  UNDERTAKINGS
 
    The undersigned registrant hereby undertakes that:
 
        (a)  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;
 
        (b)  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;
 
        (c)  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 contained in a
    form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
    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; and
 
        (d) 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.
 
                                      II-3

<PAGE>

                                   SIGNATURES
 
   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to its Registration Statement to be  signed
on  its behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, California on May 31, 1996.
    
 
                                    NORTHROP GRUMMAN CORPORATION
 
                                    By:              NELSON F. GIBBS*
                                          --------------------------------------
                                                     Nelson F. Gibbs,
                                                 CORPORATE VICE PRESIDENT
                                                      AND CONTROLLER
 
   
    Pursuant to the requirements of the  Securities Act of 1933, this  Amendment
No.  2 to  its Registration  Statement has  been signed  below by  the following
persons in the capacities and on the dates indicated.
    
 
   

<TABLE>
<CAPTION>
                       NAME                           TITLE                   DATE
        -----------------------------------  ------------------------  ------------------
<S>     <C>                                  <C>                       <C>
                                             Chairman of the Board,
                KENT KRESA*                   President and Chief
- -------------------------------------------   Executive Officer and          May 31, 1996
                Kent Kresa                    Director (Principal
                                              Executive Officer)
 
           RICHARD B. WAUGH, JR.*            Corporate Vice President
- -------------------------------------------   and Chief Financial            May 31, 1996
           Richard B. Waugh, Jr.              Officer
 
                                             Corporate Vice President
              NELSON F. GIBBS*                and Controller
- -------------------------------------------   (Principal Accounting          May 31, 1996
              Nelson F. Gibbs                 Officer)
 
             JACK R. BORSTING*
- -------------------------------------------  Director                        May 31, 1996
             Jack R. Borsting
 
            JOHN T. CHAIN, JR.*
- -------------------------------------------  Director                        May 31, 1996
            John T. Chain, Jr.
 
               JACK EDWARDS*
- -------------------------------------------  Director                        May 31, 1996
               Jack Edwards
 
               PHILIP FROST*
- -------------------------------------------  Director                        May 31, 1996
               Philip Frost
 
             AULANA L. PETERS*
- -------------------------------------------  Director                        May 31, 1996
             Aulana L. Peters
 
              JOHN E. ROBSON*
- -------------------------------------------  Director                        May 31, 1996
              John E. Robson
</TABLE>

    
 
                                      II-4

<PAGE>
   

<TABLE>
<CAPTION>
                       NAME                           TITLE                   DATE
        -----------------------------------  ------------------------  ------------------
<S>     <C>                                  <C>                       <C>
           RICHARD M. ROSENBERG*
- -------------------------------------------  Director                        May 31, 1996
           Richard M. Rosenberg
- -------------------------------------------  Director
              Brent Scowcroft
 
           JOHN BROOKS SLAUGHTER*
- -------------------------------------------  Director                        May 31, 1996
           John Brooks Slaughter
 
            WALLACE C. SOLBERG*
- -------------------------------------------  Director                        May 31, 1996
            Wallace C. Solberg
 
           RICHARD J. STEGEMEIER*
- -------------------------------------------  Director                        May 31, 1996
           Richard J. Stegemeier
 
      *By:          JAMES C. JOHNSON
- -------------------------------------------
             James C. Johnson
            ATTORNEY-IN-FACT**
</TABLE>

    
 
- ------------------------
** By authority of power of attorney filed with this registration statement.
 
                                      II-5

<PAGE>

                                 EXHIBIT INDEX
 
   

<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                  DESCRIPTION                                PAGE
- -----------  ----------------------------------------------------------------------  ----
<C>          <S>                                                                     <C>
       1.1   Form of Underwriting Agreement*.......................................
       1.2   Form of Subscription Agreement*.......................................
       3.1   Certificate of Incorporation, as amended (incorporated by reference to
              Form S-3 Registration Statement, Registration No. 33-55143)*
       3.2   Bylaws, as amended (incorporated by reference to Form S-3 Registration
              Statement, Registration No. 33-55143)*
       4.1   Common Stock Purchase Rights Plan (incorporated by reference to Form
              8-A filed September 22, 1988, amended on August 2, 1991 (incorporated
              by reference to Form 8 filed August 2, 1991) and amended on September
              28, 1994 (incorporated by reference to Form 8-A/A filed October 7,
              1994)*
       4.2   Amended and Restated Credit Agreement dated March 1, 1996
              (incorporated by reference to Form 8-K filed March 18, 1996)*
       4.3   Form of Certificate for Common Stock (incorporated by reference to
              Form S-3 Registration Statement, Registration No. 33-55143)*
       5.1   Opinion of Sheppard, Mullin, Richter & Hampton LLP*
      23.1   Consent of Deloitte & Touche LLP, independent auditors................
      23.2   Consent of Price Waterhouse LLP, independent accountants
      23.3   Consent of Sheppard, Mullin, Richter & Hampton LLP (included in
              Exhibit 5.1)*
      24.1   Power of Attorney*
</TABLE>

    
 
- ------------------------
* Previously filed.





<PAGE>
                                                                    EXHIBIT 23.1
                         INDEPENDENT AUDITORS' CONSENT
 
   
We  consent  to  the incorporation  by  reference  in this  Amendment  No.  2 to
Registration Statement  No.  333-02453  of  Northrop  Grumman  Corporation  (the
"Company") on Form S-3 and in Registration Statement No. 33-55143 of the Company
on Form S-3 of our report dated February 7, 1996, appearing in the Annual Report
on  Form 10-K of  the Company for  the year ended  December 31, 1995  and to the
reference to us under the heading "Experts" in the Prospectus, which is part  of
this Registration Statement.
    
 
DELOITTE & TOUCHE LLP
 
Deloitte & Touche LLP
Los Angeles, California
   
May 31, 1996
    





<PAGE>
                                                                    EXHIBIT 23.2
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
   
We   hereby  consent  to  the  incorporation  by  reference  in  the  Prospectus
constituting part of this Amendment No. 2 to the Registration Statement on  Form
S-3  (File No.  333-02453) of Northrop  Grumman Corporation of  our report dated
January 31, 1996  relating to  the combined financial  statements of  Electronic
Systems  (a unit  of Westinghouse  Electric Corporation),  which appears  in the
Current Report on  Form 8-K/A  for Northrop  Grumman Corporation  dated May  31,
1996. We also consent to the reference to us under the heading "Experts" in such
Prospectus.
    
 
   
Price Waterhouse LLP
    
Baltimore, Maryland
   
June 3, 1996