Northrop Grumman Announces Results of Cash Tender Offers for Northrop Grumman Systems Corporation Debt Securities

LOS ANGELES, Nov. 9, 2010 /PRNewswire-FirstCall/ -- Northrop Grumman Corporation (NYSE: NOC) announced today the results of the cash tender offers for any and all of an aggregate $1.919 billion of Northrop Grumman Systems Corporation (NGSC) debt securities (Notes) on the terms and conditions set forth in the Offers to Purchase dated November 1, 2010, and related Letters of Transmittal. The tender offers expired at 5 p.m., New York City time, on November 8, 2010.  As of the expiration an aggregate principal amount of $681.8 million of the $1.919 billion Notes outstanding had been validly tendered and accepted.  Results of the tender offers are summarized in Table 1 attached to this press release.  

The company concurrently issued $1.5 billion of senior unsecured debt securities.  The weighted average interest rate and weighted average maturity of the three new issues are 3.3% and 12.5 years, respectively. The company expects to use the net proceeds from the issuance for corporate purposes, including debt repayment.  The aggregate weighted average interest rate and weighted average maturity of the Notes retired through the tender offers combined with $750 million principal amount of NGSC 7.125% notes due February 15, 2011 are 7.4% and 7.6 years, respectively.

Northrop Grumman expects to record a one-time, pre-tax charge of approximately $230 million to "other income (expense)" in the fourth quarter of 2010 principally related to the premiums to par paid to tendering holders of the Notes.  The financial impact of the tender offers was not reflected in the 2010 financial guidance the company provided on October 27, 2010.  

Deutsche Bank Securities Inc., Goldman Sachs & Co. and J.P. Morgan Securities LLC acted as Lead Dealer Managers and BNP Paribas Securities Corp., Citigroup Global Markets Inc., RBS Securities Inc. and Wells Fargo Securities, LLC acted as Co-Dealer Managers for the NGSC tender offers.  Questions about the NGSC tender offers may be directed to Deutsche Bank Securities at (866) 627-0391 (toll free) or (212) 250-2955 (collect), Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 902-5128 (collect), or J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-2494 (collect).  Copies of the Offers to Purchase, Letters of Transmittal and other related documents may be obtained by calling Global Bondholder Services at (866) 804-2200 (toll free) or (212) 430-3774 (collect).

Forward-Looking Statements

Statements in this release and the attachments, other than statements of historical fact, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements in this release include, among other things, the statements concerning the projected financial impact of the tender offers and other risk factors disclosed in Northrop Grumman's filings with the Securities and Exchange Commission and in the Offers to Purchase.

These forward-looking statements speak only as of the date of this release and Northrop Grumman undertakes 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.

Northrop Grumman Corporation is a leading global security company whose 120,000 employees provide innovative systems, products, and solutions in aerospace, electronics, information systems, shipbuilding and technical services to government and commercial customers worldwide.  Please visit www.northropgrumman.com for more information.

SOURCE Northrop Grumman Corporation