Northrop Grumman Corporation Launches Registered Exchange

FALLS CHURCH, Va., May 12, 2022 (GLOBE NEWSWIRE) — Northrop Grumman Corporation (NYSE: NOC) (“Northrop Grumman”) announced today that it has launched its exchange offer to eligible holders (the “ registered exchange offer”) ) the entire aggregate principal amount of $421,664,000 of its outstanding unsecured notes previously issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as as amended (the “Securities Act”), as set out in the table below (the “Restricted Notes”), for an equal principal amount of New Notes registered under the Securities Act (the “Exchange Notes”).

The following table shows the aggregate principal amount outstanding for each series of Restricted Notes. The registered exchange offer consists of an offer to exchange up to the full principal amount of each series of Restricted Notes for an equal principal amount of the corresponding series of Exchange Notes.

The terms of the Exchange Notes to be issued pursuant to the Registered Exchange Offer are substantially identical to the terms of the corresponding series of Restricted Notes, except that the Exchange Notes will be registered under securities law. securities and that the transfer restrictions, registration fees and additional interest provisions applicable to the Restricted Notes will not apply to the Exchange Notes. The Exchange Notes will represent the same indebtedness as the Restricted Notes, and the Company will issue the Exchange Notes under the same indenture that governs the applicable series of Restricted Notes.

Series Title / CUSIP Numbers from
Restricted tickets
Due date Global Principal Rising
Exceptional
Senior Notes 7.875% due 2026 / 666807BV3 / U66508AF6 March 1, 2026 $76,490,000
7.750% senior notes due 2026 / 666807BX9 / U66508AG4 March 15, 2026 $47,828,000
Senior Notes 6.650% due 2028 / 666807BZ4 / U66508AH2 January 15, 2028 $38,859,000
Senior Notes 7.750% due 2029 / 666807CB6 / U66508AJ8 June 1, 2029 $79,323,000
Senior Notes 7.750% due 2031 / 666807CD2 / U66508AK5 February 15, 2031 $166,864,000
6.980% senior notes due 2036 / 666807CF7 / U66508AL3 March 15, 2036 $12,300,000

The Company will accept for exchange all Restricted Obligations validly presented and not validly withdrawn before 5:00 p.m., New York City time, on June 13, 2022 (the “Expiration Date”), unless extended. Prior to the Expiry Date, offers of Restricted Bonds may be withdrawn in accordance with the procedures described in the Prospectus. The settlement date will be immediately after the expiration date and should be within two business days after the expiration date.

Holders are advised to check with any bank, stockbroker or other intermediary through which they hold Restricted Securities as to when such intermediary must receive instructions from a holder in order for such holder to participate in, or (in circumstances whose revocation is permitted) revoke their instruction to participate in the Nominative Exchange Offer before the time periods specified herein and in the Prospectus. The deadlines set by each clearing system for the submission and withdrawal of trade instructions will also be earlier than the relevant deadlines specified herein and in the Prospectus.

The Registered Exchange Offer is being made on the terms and subject to the conditions set forth in a prospectus filed with the Securities and Exchange Commission dated May 12, 2022 (as may be amended or supplemented, the “Prospectus”) ). The full terms and conditions of the Nominative Exchange Offer, including instructions regarding the procedures for offering Restricted Securities, are described in the Prospectus and related letter of transmittal, copies of which may be obtained by contacting DF King & Co., Inc., the exchange agent and information agent for the registered exchange offer, at (888) 280-6942 (toll-free in the United States) or (212) 269 -5550 (banks and brokers) or [email protected]

This press release does not constitute an offer to sell or buy, or a solicitation of an offer to sell or buy, or a solicitation of offers or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Named Exchange Offer is being made solely pursuant to the terms and conditions of the Prospectus, the related letter of transmittal and other related documents and only to persons and in jurisdictions permitted by applicable law.

About Northrop Grumman Corporation
Northrop Grumman is a technology company, focused on global security and human discovery. Our pioneering solutions give our customers the capabilities they need to connect, advance and protect the United States and its allies. Driven by a common goal of solving our customers’ toughest problems, our 90,000 employees define the possible every day.

Forward-looking statements
The statements in this press release contain or may contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “will”, “expect”, “anticipate “, “intends”, “may”, “could”, “should”, “plan”, “project”, “anticipate”, “believe”, “estimate”, “orientation”, “outlook”, “trends”, “targets” and similar expressions generally identify such forward-looking statements. Forward-looking statements include, among other things, statements relating to our financial condition, results of operations and/or future cash flows. Forward-looking statements are based on assumptions, expectations, plans and projections that we believe were reasonable at the time they were made, but which may change over time. These statements are not guarantees of future performance and inherently involve a wide range of risks and uncertainties that are difficult to predict. Specific risks that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include, but are not limited to: those identified and discussed in more detail in the section entitled “Risk Factors” of the Prospectus, in our Form 10-K for the year ended December 31, 2021 and from time to time in our other filings with the Securities and Exchange Commission; and other events or circumstances that could adversely impact the sale and related transactions, including the ongoing COVID-19 pandemic and other industrial, political or economic conditions beyond our control. You are cautioned to consider the limitations and risks associated with forward-looking statements and not to place undue reliance on the accuracy of any forward-looking statements. These forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Luisa D. Fuller