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Northrop Grumman Corporation announces results of early participation in exchange offers

Northrop Grumman Corporation announced today the results of early participation in connection with its previously announced (A) offers to exchange any and all outstanding notes of Northrop Grumman Systems Corporation (NGSC), as set forth in the table below, for up to US$1,171,189,000 aggregate principal amount of new notes issued by Northrop Grumman and cash, and (B) related consent solicitations being made by Northrop Grumman and NGSC (the Consent Solicitations) to adopt certain amendments to each of the indentures governing the Existing Notes (the Indenture Amendments) and except with respect to NGSC’s 7.750 percent Debentures due 2031, amend and terminate each of the corresponding guarantees currently provided by Northrop Grumman of NGSC’s obligations in respect of the applicable series of Existing Notes (the Guarantee Amendments). Withdrawal rights for the Exchange Offers and Consent Solicitations expired as of 5:00 p.m., New York City time, on August 17, 2021.

As of 5:00 p.m., New York City time, on August 20, 2021 (the Early Tender Date), the following principal amounts of each series of Existing Notes have been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked):

Northrop Grumman and NGSC have received the requisite consents for the Indenture Amendments and the Guarantee Amendments related to the 6.650 percent Debentures due 2028 and the 7.750 percent Debentures due 2029. In connection therewith, as well as following receipt of any other applicable requisite consents with respect to the Existing Notes, Northrop Grumman and NGSC intend to enter into the applicable supplemental indentures and/or amendments to guarantees with the trustee for each series of Existing Notes for which the applicable consents are received to effect the applicable Indenture Amendments and/or Guarantee Amendments, but these amendments will become operative only upon settlement of the applicable Exchange Offer.

The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated August 2, 2021, and the related letter of transmittal, as supplemented on August 16, 2021 (the Offering Memorandum and Consent Solicitation Statement), copies of which were previously distributed to eligible holders of the Existing Notes.

The Exchange Offers and Consent Solicitations will expire at 11:59 p.m., New York City time, on August 31, 2021, unless such date is extended (the Expiration Date). Northrop Grumman currently expects settlement of the Exchange Offers to occur on September 2, 2021, unless the Expiration Date is extended.

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