Northrop Grumman Announces Debt Redemption and Commences Debt Offering

Northrop Grumman Corporation

announced today that it will redeem for cash all of its then outstanding 3.70% Senior Notes due 2014 (the "2014 Notes") and all of its then outstanding 1.850% Senior Notes due 2015 (the "2015 Notes" and, together with the 2014 Notes, the "Notes") on June 27, 2013. Each series of Notes will be redeemed at a price equal to the sum of (i) 100% of the principal amount outstanding, (ii) a "make-whole" premium, which will be calculated three business days prior to the redemption date in accordance with the Notes and the indenture governing the applicable series of Notes, and (iii) accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date. Northrop Grumman currently expects the "make-whole" premiums to result in a one-time, pre-tax charge of approximately $30 million in the second quarter of 2013. As of the date of this press release, $350 million aggregate principal amount of the 2014 Notes and $500 million aggregate principal amount of the 2015 Notes were outstanding. Debt Offering Northrop Grumman also announced that it has commenced an underwritten offering of senior unsecured notes under its effective shelf registration statement. Northrop Grumman expects to use the net proceeds from the offering to redeem the Notes and for general corporate purposes, including debt repayment, share repurchases, pension plan funding, acquisitions and working capital. Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBS Securities Inc. and Wells Fargo Securities, LLC are serving as joint book-running managers for the offering. Copies of the preliminary prospectus supplement and the accompanying prospectus, and when available the prospectus supplement, relating to the offering may be obtained by calling Citigroup Global Markets Inc. toll free at (800) 831-9146, J.P. Morgan Securities LLC collect at (212) 834-4533, RBS Securities Inc. toll free at (866) 884-2071 and Wells Fargo Securities, LLC toll free at (800) 326-5897. A copy of these documents may also be obtained by visiting EDGAR on the SEC website at www.sec.gov. The securities are being offered pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission, and a prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission as part of the shelf registration statement.