Corporate - Northrop Grumman

Northrop Grumman Corporation Announces Expiration and Final Results of Exchange Offers and Consent Solicitations

Wed, 01 Sep 2021 13:23:00 GMT

FALLS CHURCH, Va. – Sept. 1, 2021 – Northrop Grumman Corporation (NYSE: NOC) (“Northrop Grumman”) announced today the expiration and final results of its previously announced (A) offers to exchange (the “Exchange Offers”) any and all outstanding notes of Northrop Grumman Systems Corporation (“NGSC”), as set forth in the table below (the “Existing Notes”), for (1) up to $1,171,189,000 aggregate principal amount of new notes issued by Northrop Grumman (the “New Notes”) and (2) cash, and (B) related consent solicitations being made by Northrop Grumman and NGSC (the “Consent Solicitations”) to (1) adopt certain amendments to each of the indentures governing the Existing Notes (the “Indenture Amendments”) and (2) except with respect to NGSC’s 7.750% 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”). The Exchange Offers and Consent Solicitations expired as of 11:59 p.m., New York City time, on August 31, 2021 (the “Expiration Date”). As of the Expiration Date, the following principal amounts of each series of Existing Notes have been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked):

The Exchange Offers and Consent Solicitations were 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”).

As of the Expiration Date, all conditions to the Exchange Offers were satisfied or waived. Upon settlement of the Exchange Offers, which is expected to occur on September 2, 2021, (i) for each $1,000 principal amount of Existing Notes of an applicable series that were validly tendered and not validly withdrawn by eligible holders at or prior to 5:00 p.m., New York City time, on August 20, 2021 (the “Early Tender Date”), such eligible holders will receive $1,000 principal amount of the corresponding series of New Notes and $5.00 in cash and (ii) for each $1,000 principal amount of Existing Notes of an applicable series that were validly tendered and not validly withdrawn by eligible holders subsequent to the Early Tender Date and at or prior to the Expiration Date, such eligible holders will receive $970 principal amount of the corresponding series of New Notes and $5.00 in cash.

In addition, as previously disclosed, Northrop Grumman and NGSC received the requisite consents for the Indenture Amendments and the Guarantee Amendments related to the 6.650% Debentures due 2028 and the 7.750% Debentures due 2029. Supplemental indentures and the amendment to guarantee effecting the Indenture Amendments and the Guarantee Amendments related to the 6.650% Debentures due 2028 and the 7.750% Debentures due 2029 were executed on August 25, 2021.

Documents relating to the Exchange Offers and Consent Solicitations were distributed only to eligible holders of Existing Notes who certify that they are either (a) a “Qualified Institutional Buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (the “Securities Act”), or (b) a person that is outside the “United States” and that (i) is not a “U.S. person,” as those terms are defined in Rule 902 under the Securities Act, (ii) is not an “EEA Retail Investor” or “UK Retail Investor” (as defined in the Offering Memorandum and Consent Solicitation Statement), and (iii) in the case of persons located in the United Kingdom, is a “Relevant Person” (as defined in the Offering Memorandum and Consent Solicitation Statement). Eligible holders of Existing Notes resident in Canada were also required to certify that they are (i) an “accredited investor” as defined in section 73.3(1) of the Securities Act (Ontario), in the case of a person resident in Ontario, or National Instrument 45-106 – Prospectus Exemptions, in the case of a person resident in any other jurisdiction in Canada, that either would acquire the New Notes for its own account or would be deemed to be acquiring the New Notes as principal pursuant to applicable law and (ii) a “permitted client” as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations. The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.

The New Notes have not been and, except as described in the Offering Memorandum and Consent Solicitation Statement, will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered, sold or otherwise transferred within the United States or to or for the account of any U.S. person absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

About Northrop Grumman Corporation

Northrop Grumman solves the toughest problems in space, aeronautics, defense and cyberspace to meet the ever evolving needs of our customers worldwide. Our 90,000 employees define possible every day using science, technology and engineering to create and deliver advanced systems, products and services.

Forward-Looking Statements
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,” “intend,” “may,” “could,” “should,” “plan,” “project,” “forecast,” “believe,” “estimate,” “outlook,” “trends,” “goals” and similar expressions generally identify these forward-looking statements. Forward-looking statements include, among other things, statements relating to the timing or consummation of the exchange offers and consent solicitations. Forward-looking statements are based upon assumptions, expectations, plans and projections that we believe to be reasonable when 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 in these forward-looking statements include, but are not limited to: those identified and discussed more fully in the section entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2020 and subsequent Quarterly Reports on Form 10-Q and from time to time in our other filings with the Securities and Exchange Commission. You are urged to consider the limitations on, and risks associated with, forward-looking statements and not unduly rely on the accuracy of forward-looking statements. These forward-looking statements speak only as of the date when 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.

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Northrop Grumman Corporation Announces Results of Early Participation in Exchange Offers and Consent Solicitations

Mon, 23 Aug 2021 12:25:00 GMT

FALLS CHURCH, Va. – Aug. 23, 2021 – Northrop Grumman Corporation (NYSE: NOC) (“Northrop Grumman”) announced today the results of early participation in connection with its previously announced (A) offers to exchange (the “Exchange Offers”) any and all outstanding notes of Northrop Grumman Systems Corporation (“NGSC”), as set forth in the table below (the “Existing Notes”), for (1) up to $1,171,189,000 aggregate principal amount of new notes issued by Northrop Grumman (the “New Notes”) and (2) cash, and (B) related consent solicitations being made by Northrop Grumman and NGSC (the “Consent Solicitations”) to (1) adopt certain amendments to each of the indentures governing the Existing Notes (the “Indenture Amendments”) and (2) except with respect to NGSC’s 7.750% 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% Debentures due 2028 and the 7.750% 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 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.

Documents relating to the Exchange Offers and Consent Solicitations will be distributed only to eligible holders of Existing Notes who certify that they are either (a) a “Qualified Institutional Buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (the “Securities Act”), or (b) a person that is outside the “United States” and that (i) is not a “U.S. person,” as those terms are defined in Rule 902 under the Securities Act, (ii) is not an “EEA Retail Investor” or “UK Retail Investor” (as defined in the Offering Memorandum and Consent Solicitation Statement), and (iii) in the case of persons located in the United Kingdom, is a “Relevant Person” (as defined in the Offering Memorandum and Consent Solicitation Statement). Eligible holders of Existing Notes resident in Canada will also be required to certify that they are (i) an “accredited investor” as defined in section 73.3(1) of the Securities Act (Ontario), in the case of a person resident in Ontario, or National Instrument 45-106 – Prospectus Exemptions, in the case of a person resident in any other jurisdiction in Canada, that either would acquire the New Notes for its own account or would be deemed to be acquiring the New Notes as principal pursuant to applicable law and (ii) a “permitted client” as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations. The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement, a copy of which may be obtained by contacting D.F. King & Co., Inc., the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (877) 783-5524 (U.S. toll-free) or (212) 269-5550 (banks and brokers) or noc@dfking.com. The eligibility form is available electronically at: https://www.dfking.com/noc.

About Northrop Grumman Corporation

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Northrop Grumman Corporation Announces Results of Early Participation in Exchange Offers and Consent Solicitations and Amendments to Exchange Offers and Waiver of Conditions

Mon, 16 Aug 2021 12:50:00 GMT

FALLS CHURCH, Va. – Aug. 16, 2021 – Northrop Grumman Corporation (NYSE: NOC) (“Northrop Grumman”) announced today that it has (i) extended the early tender date from August 13, 2021 (the “Original Early Tender Date”) to 5:00 p.m., New York City time, on August 20, 2021 (the “Extended Early Tender Date”) in connection with its previously announced (A) offers to exchange (the “Exchange Offers”) any and all outstanding notes of Northrop Grumman Systems Corporation (“NGSC”), as set forth in the table below (the “Existing Notes”), for (1) up to $1,171,189,000 aggregate principal amount of new notes issued by Northrop Grumman (the “New Notes”) and (2) cash, and (B) related consent solicitations being made by Northrop Grumman and NGSC (the “Consent Solicitations”) to (1) adopt certain amendments to each of the indentures governing the Existing Notes (the “Indenture Amendments”) and (2) except with respect to NGSC’s 7.750% 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”, together with the Indenture Amendments, the “Proposed Amendments”) and (ii) increased the cash portion of the consideration offered in the Exchange Offers and waived certain conditions, each as described below. In addition, Northrop Grumman announced that it has extended the withdrawal deadline for each Exchange Offer and Consent Solicitation from August 13, 2021 to 5:00 p.m., New York City time, on August 17, 2021.

As of the Original 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):

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 (the “Offering Memorandum and Consent Solicitation Statement”), copies of which were previously distributed to eligible holders of the Existing Notes. As mentioned above, Northrop Grumman has increased the cash portion of the Exchange Consideration and the Total Exchange Consideration (each as defined in the Offering Memorandum and Consent Solicitation Statement) offered for each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn from $2.50 to $5.00.

The following table sets forth, for each series of Existing Notes, the Exchange Consideration, Early Tender Premium and Total Exchange Consideration, in each case, after giving effect to the changes described herein:

Each Exchange Offer with respect to a series of Existing Notes was originally conditioned upon the receipt by Northrop Grumman and NGSC of the requisite consents for the applicable Proposed Amendments in the corresponding Consent Solicitation with respect to such series of Existing Notes, subject to Northrop Grumman’s right to waive such condition at any time with respect to an Exchange Offer. Northrop Grumman has, in accordance with the terms of each Exchange Offer, waived this condition to receive requisite consents for the applicable Proposed Amendments in the corresponding Consent Solicitation with respect to each of the Exchange Offers.

Following receipt of the requisite consents for the applicable Proposed Amendments in a Consent Solicitation with respect to a series of Existing Notes, Northrop Grumman and NGSC intend to enter into the applicable supplemental indentures and/or amendments to guarantees with the trustee for such series of Existing Notes to effect the applicable Indenture Amendments and/or Guarantee Amendments, but these amendments will become operative only upon settlement of the applicable Exchange Offer.

About Northrop Grumman Corporation

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Graham Robinson Joins Northrop Grumman Board of Directors

Thu, 12 Aug 2021 12:45:00 GMT

FALLS CHURCH, Va. – Aug. 12, 2021 – Northrop Grumman Corporation (NYSE: NOC) announced it has elected Graham Robinson to its board of directors. Robinson is the senior vice president and president of STANLEY Industrial, a business segment of Stanley Black & Decker, a position he has held since April 2020.

“Graham’s range of global business and technical experience, including his current role leading a business for a publicly traded industrials company, will be a valuable asset as a member of our board,” said Kathy Warden, chairman, chief executive officer and president, Northrop Grumman.

Prior to joining Stanley Black & Decker, Robinson served as an executive with Honeywell for seven years, including roles as president of Honeywell Industrial Safety, president of Honeywell Sensing and IoT, and chief marketing officer of the company’s Automation and Controls Solution division. He also held leadership roles at Micron Technology, Samsung Electronics, AT&T Bell Laboratories and Motorola.

Robinson earned a bachelor’s degree in electrical engineering from New York University’s Tandon School of Engineering, a master’s in electrical engineering from Cornell University and a master’s of business administration from the Wharton School at the University of Pennsylvania.

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Northrop Grumman Board Declares Quarterly Dividend

Wed, 11 Aug 2021 22:15:00 GMT

FALLS CHURCH, Va. – Aug. 11, 2021 – The board of directors of Northrop Grumman Corporation (NYSE: NOC) declared a quarterly dividend of $1.57 per share on Northrop Grumman common stock, payable Sept. 15, 2021, to shareholders of record as of the close of business Aug. 30, 2021.

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Northrop Grumman Corporation Commences Exchange Offers and Consent Solicitations

Mon, 02 Aug 2021 13:59:00 GMT

FALLS CHURCH, Va. – Aug. 2, 2021 – Northrop Grumman Corporation (NYSE: NOC) (“Northrop Grumman”) announced today that it has commenced offers to eligible holders to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding notes of its direct wholly owned subsidiary, Northrop Grumman Systems Corporation (“NGSC”), as set forth in the table below (the “Existing Notes”) for (1) up to $1,171,189,000 aggregate principal amount of new notes issued by Northrop Grumman (the “New Notes”) and (2) cash.

The following table sets forth the Exchange Consideration, Early Tender Premium and Total Exchange Consideration for each series of Existing Notes:

Concurrently with the Exchange Offers, Northrop Grumman and NGSC are soliciting consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to (1) adopt certain proposed amendments to each of the indentures governing the Existing Notes to eliminate certain of the covenants, restrictive provisions and events of default from such indentures and (2) except with respect to NGSC’s existing 7.750% Debentures due 2031, adopt certain amendments to each of the existing guarantee agreements, pursuant to which Northrop Grumman currently provides a guarantee of each series of Existing Notes, to provide for the termination of Northrop Grumman’s guarantee of the applicable series upon consummation of the applicable Exchange Offer.

Currently, Northrop Grumman and NGSC have approximately $11.7 billion and approximately $1.2 billion of notes outstanding, respectively. Northrop Grumman is conducting the Exchange Offers to streamline Northrop Grumman’s capital structure and to give existing holders of Existing Notes the option to obtain securities issued by Northrop Grumman. In addition, if completed, the Exchange Offers would reduce the structural subordination of Northrop Grumman’s outstanding notes, which may enhance the credit profile of such notes.

Each Exchange Offer with respect to a series of Existing Notes is conditioned upon, among other things, the receipt of the requisite consents for the proposed amendments in the corresponding Consent Solicitation with respect to such series of Existing Notes, although Northrop Grumman may waive such condition at any time with respect to an Exchange Offer. None of the Exchange Offers or Consent Solicitations with respect to any series of Existing Notes is conditioned upon the consummation of an Exchange Offer or Consent Solicitation for any other series of Existing Notes. Any waiver of a condition by Northrop Grumman with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation, as applicable.

Northrop Grumman, in its sole discretion, may modify or terminate any of the Exchange Offers and may extend the Early Tender Date (as defined herein), Expiration Date (as defined herein) or any settlement date with respect to the Exchange Offers, subject to applicable law. Unless otherwise provided therein, any such modification, termination or extension by Northrop Grumman will automatically modify, terminate or extend the corresponding Consent Solicitation, as applicable.

Holders who validly tender their Existing Notes at or prior to 5:00 p.m., New York City time, on August 13, 2021, unless extended (the “Early Tender Date”), will be eligible to receive, on the settlement date, the applicable Total Exchange Consideration as set forth in the table above, which includes the applicable Early Tender Premium as set forth in the table above, for all such Existing Notes that are accepted. Holders who validly tender their Existing Notes after the Early Tender Date but prior to 11:59 p.m., New York City time, on August 31, 2021, unless extended (the “Expiration Date”), will not be eligible to receive the applicable Early Tender Premium and, accordingly, will be eligible to receive, on the settlement date, only the applicable Exchange Consideration as set forth in the table above, for all such Existing Notes that are accepted. The settlement date will be promptly after the Expiration Date and is expected to be within two business days after the Expiration Date.

About Northrop Grumman Corporation

Forward-Looking Statements
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,” “intend,” “may,” “could,” “should,” “plan,” “project,” “forecast,” “believe,” “estimate,” “outlook,” “trends,” “goals” and similar expressions generally identify these forward-looking statements. Forward-looking statements include, among other things, statements relating to our future financial condition, results of operations and/or cash flows. Forward-looking statements are based upon assumptions, expectations, plans and projections that we believe to be reasonable when 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 in these forward-looking statements include, but are not limited to: those identified and discussed more fully in the section entitled “Risk Factors” in the Offering Memorandum and Consent Solicitation Statement, in our Form 10-K for the year ended December 31, 2020 and subsequent Quarterly Reports on Form 10-Q 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 industry, political or economic conditions outside of our control. You are urged to consider the limitations on, and risks associated with, forward-looking statements and not unduly rely on the accuracy of forward-looking statements. These forward-looking statements speak only as of the date when 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.

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Northrop Grumman Releases Second Quarter 2021 Financial Results

Thu, 29 Jul 2021 10:50:00 GMT

FALLS CHURCH, Va. – July 29, 2021 – Northrop Grumman Corporation (NYSE: NOC) has released its second quarter 2021 financial results. A copy of the earnings release has been furnished in the company’s Form 8-K filing and is also available on the company's investor relations website at http://investor.northropgrumman.com.

As previously announced, Northrop Grumman will webcast its earnings conference call at 9 a.m. Eastern time today. A live audio broadcast of the conference call will be available on http://investor.northropgrumman.com. To listen to the call, go to the website at least 15 minutes before the call to register, download and install any needed audio software.

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Northrop Grumman to Participate in Jefferies Industrials Conference

Mon, 26 Jul 2021 13:00:00 GMT

FALLS CHURCH, Va. – July 26, 2021 – Northrop Grumman Corporation (NYSE: NOC) will participate in the Jefferies Industrials Conference on Wednesday, August 4. Dave Keffer, corporate vice president and chief financial officer, will present beginning at 9:00 a.m. Eastern time. The presentation will be webcast live at http://investor.northropgrumman.com.

Note: Statements to be made at the conference, including in the presentation and in any accompanying materials, 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,” “intend,” “may,” “could,” “should,” “plan,” “project,” “forecast,” “believe,” “estimate,” “guidance,” “outlook,” “trends,” “goals” and similar expressions generally identify these forward-looking statements. These forward-looking statements speak only as of the date when made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements after the date of the conference, except as required by applicable law. Forward-looking statements are not guarantees of future performance and inherently involve a wide range of risks and uncertainties that are difficult to predict. A discussion of these risks and uncertainties is contained in the Company’s filings with the Securities and Exchange Commission.

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Northrop Grumman Names Michael Witt as Vice President and Chief Sustainability Officer

Thu, 22 Jul 2021 13:00:00 GMT

FALLS CHURCH, Va. – July 22, 2021 – Northrop Grumman Corporation (NYSE: NOC) has named Michael Witt as vice president and chief sustainability officer, effective August 9. Witt will report to Kathy Warden, chairman, chief executive officer and president, and will work closely with the company’s executive leadership team.

Witt will lead Northrop Grumman’s sustainability initiatives to include designing and implementing enterprise-wide business practices for carbon reduction, resource efficiency and materials management. He will help to minimize the company’s environmental impact and advance sustainability throughout the business.

Witt brings decades of research and sustainability expertise to the role having previously worked in a number of key leadership positions at Dow Inc. He holds a Ph.D. in Environmental Engineering from Michigan State University and a Masters of Business Administration from Northwood University.

Northrop Grumman is committed to strong ESG practices and effectively managing and reducing our environmental impact. Our most recent Sustainability Report provides transparency into our actions and progress, including significant progress in our greenhouse gas (GHG) emissions, potable water use and solid waste diversion goals. For the fifth consecutive year, the company was included in the Dow Jones Sustainability Index for North America and maintained our leadership score in CDP’s 2020 climate change program for the ninth consecutive year.

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Northrop Grumman Announces Webcast, Conference Call of Second Quarter 2021 Financial Results

Thu, 24 Jun 2021 13:00:00 GMT

FALLS CHURCH, Va. – June 24, 2021 – Northrop Grumman Corporation (NYSE: NOC) announced today that its second quarter 2021 financial results will be posted on its investor relations website on July 29, 2021. Prior to the market opening, and after the filing of the earnings release on Form 8-K with the Securities and Exchange Commission, the company will issue an advisory release notifying the public of the availability of the complete and full text earnings release on the company’s website at http://investor.northropgrumman.com.

The company’s second quarter 2021 conference call will be held at 9:00 a.m. Eastern time, Thursday, July 29, 2021. Kathy Warden, chairman, chief executive officer and president, and Dave Keffer, chief financial officer, will review second quarter 2021 results. The conference call will be webcast live on Northrop Grumman’s website at http://investor.northropgrumman.com. Replays of the call will be available on the Northrop Grumman website for a limited time. Presentations may be supplemented by a series of slides appearing on the company’s investor relations home page.

Note: Statements in this press release, and statements to be made on the conference call, including in any accompanying materials, 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,” “intend,” “may,” “could,” “should,” “plan,” “project,” “forecast,” “believe,” “estimate,” “guidance,” “outlook,” “trends,” “goals” and similar expressions generally identify these forward-looking statements. These forward-looking statements speak only as of the date when made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements after the date of this release or the date of the call, except as required by applicable law. Forward-looking statements are not guarantees of future performance and inherently involve a wide range of risks and uncertainties that are difficult to predict. A discussion of these risks and uncertainties is contained in the Company’s filings with the Securities and Exchange Commission.

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Northrop Grumman to Participate in Bernstein 37th Annual Strategic Decisions Conference

Wed, 26 May 2021 14:00:00 GMT

FALLS CHURCH, Va. – May 26, 2021 – Northrop Grumman Corporation (NYSE: NOC) will participate in the Bernstein 37th Annual Strategic Decisions Conference on Wednesday, June 2. Kathy Warden, chairman, chief executive officer and president, and Dave Keffer, corporate vice president and chief financial officer, will present beginning at 9:00 a.m. Eastern time. The presentation will be webcast live at http://investor.northropgrumman.com.

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Northrop Grumman Increases Quarterly Dividend 8 Percent to $1.57

Tue, 18 May 2021 22:15:00 GMT

FALLS CHURCH, Va. – May 18, 2021 – The board of directors of Northrop Grumman Corporation (NYSE: NOC) declared a quarterly dividend of $1.57 per share on Northrop Grumman common stock, payable June 16, 2021, to shareholders of record as of the close of business June 1, 2021.

“Northrop Grumman continues to execute a balanced capital deployment strategy with robust investments in our business and a competitive dividend for our shareholders,” said Kathy Warden, chairman, chief executive officer and president. “We are confident in our ability to continue creating shareholder value as we perform on our customers’ missions.”

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Northrop Grumman Releases First Quarter 2021 Financial Results

Thu, 29 Apr 2021 10:45:00 GMT

FALLS CHURCH, Va. – April 29, 2021 – Northrop Grumman Corporation (NYSE: NOC) has released its first quarter 2021 financial results. A copy of the earnings release has been furnished in the company’s Form 8-K filing and is also available on the company's investor relations website at http://investor.northropgrumman.com.

Northrop Grumman solves the toughest problems in space, aeronautics, defense and cyberspace to meet the ever evolving needs of our customers worldwide. Our 97,000 employees define possible every day using science, technology and engineering to create and deliver advanced systems, products and services.

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Northrop Grumman Board Declares Quarterly Dividend

Tue, 16 Feb 2021 23:40:00 GMT

FALLS CHURCH, Va. – Feb. 16, 2021 – The board of directors of Northrop Grumman Corporation (NYSE: NOC) declared a quarterly dividend of $1.45 per share on Northrop Grumman common stock, payable March 17, 2021, to shareholders of record as of the close of business March 1, 2021.

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Northrop Grumman to Participate in Citi’s 2021 Global Industrials Virtual Conference

Wed, 10 Feb 2021 15:00:00 GMT

FALLS CHURCH, Va. – Feb. 10, 2021 – Northrop Grumman Corporation (NYSE: NOC) will participate in Citi’s 2021 Global Industrials Virtual Conference on Thursday, Feb. 18. Kathy Warden, chairman, chief executive officer and president, and Dave Keffer, corporate vice president and chief financial officer, will present beginning at 8:00 a.m. Eastern time. The presentation will be webcast live at http://investor.northropgrumman.com.

Note: Statements to be made at the conference, including in the presentation and in any accompanying materials, 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,” “intend,” “may,” “could,” “should,” “plan,” “project,” “forecast,” “believe,” “estimate,” “guidance,” “outlook,” “trends,” “goals” and similar expressions generally identify these forward-looking statements. These forward-looking statements speak only as of the date when made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements after the date of the subject presentation, except as required by applicable law. Forward-looking statements are not guarantees of future performance and inherently involve a wide range of risks and uncertainties that are difficult to predict. A discussion of these risks and uncertainties is contained in the Company’s filings with the Securities and Exchange Commission.

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Northrop Grumman to Participate in Cowen’s 42nd Annual Aerospace/Defense & Industrials Conference

Tue, 02 Feb 2021 15:00:00 GMT

FALLS CHURCH, Va. – Feb. 2, 2021 – Northrop Grumman Corporation (NYSE: NOC) will participate in Cowen’s 42nd Annual Aerospace/Defense & Industrials Conference Tuesday, Feb. 9. Dave Keffer, corporate vice president and chief financial officer, will present beginning at 8:30 a.m. Eastern time. The presentation will be webcast live at http://investor.northropgrumman.com.

Note: Statements to be made at the conference, including in the presentation and in any accompanying materials, 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,” “intend,” “may,” “could,” “should,” “plan,” “project,” “forecast,” “believe,” “estimate,” “guidance,” “outlook,” “trends,” “goals” and similar expressions generally identify these forward-looking statements. These forward-looking statements speak only as of the date when made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements after the date of the subject presentation, except as required by applicable law. Forward-looking statements are not guarantees of future performance and inherently involve a wide range of risks and uncertainties that are difficult to predict. A discussion of these risks and uncertainties is contained in the Company’s filings with the Securities and Exchange Commission.

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Northrop Grumman Announces $1.5 Billion Debt Redemption

Mon, 01 Feb 2021 21:05:00 GMT

FALLS CHURCH, Va. – Feb. 1, 2021 – Northrop Grumman Corporation (NYSE: NOC) today announced that it will redeem for cash all of its outstanding 2.55% Senior Notes due October 2022 (“Notes”) on March 24, 2021. The Notes will be redeemed at a “make-whole” premium price, calculated in accordance with the Notes and the indenture and supplemental indenture governing the Notes (the “Make-Whole Redemption”). Northrop Grumman currently expects the Make-Whole Redemption to result in a pre-tax charge of approximately $55 million in the first quarter of 2021, which is not contemplated in its 2021 financial guidance of January 28, 2021. As of the date of this press release, $1.5 billion aggregate principal amount of the Notes were outstanding.

Cautionary Statement Regarding Forward-Looking Statements

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Northrop Grumman Completes Sale of IT Services Business to Veritas Capital for $3.4 Billion

Mon, 01 Feb 2021 14:00:00 GMT

FALLS CHURCH, Va. – Feb. 1, 2021 – Northrop Grumman Corporation (NYSE: NOC) has closed the sale of its IT services business to Peraton, an affiliate of Veritas, for $3.4 billion in cash.

Northrop Grumman expects to use the sale proceeds primarily for share repurchases, to offset dilution from the transaction, and for debt retirement. As noted on the company’s January 28, 2021 earnings call, neither the book gain nor various fees associated with this transaction are included in its 2021 financial guidance.

Cautionary Statement Regarding Forward-Looking Statements

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,” “intend,” “may,” “could,” “should,” “plan,” “project,” “forecast,” “believe,” “estimate,” “guidance,” “outlook,” “trends,” “goals” and similar expressions generally identify these forward-looking statements. Forward-looking statements include, among other things, statements relating to the expected benefits of the sale of the business and use of sale proceeds. Forward-looking statements are based upon assumptions, expectations, plans and projections that we believe to be reasonable when 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 in these forward-looking statements include, but are not limited to: those identified and discussed more fully in the section entitled “Risk Factors” in the Form 10-K for the year ended December 31, 2020 and from time to time in our other filings with the Securities and Exchange Commission; the risk that the sale may not achieve the expected benefits or that the sale proceeds will not be used for their intended purposes; the possibility of business disruption following the sale; the risk that management time may be diverted on sale-related issues; the reaction of customers and other third parties to the sale and related transactions and post-closing arrangements; and other events or circumstances that could adversely impact the sale and related transactions, including the ongoing COVID-19 pandemic and other industry, political or economic conditions outside of our control. You are urged to consider the limitations on, and risks associated with, forward-looking statements and not unduly rely on the accuracy of forward-looking statements. These forward-looking statements speak only as of the date when made, and the Company 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.

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Northrop Grumman Announces $2 Billion Accelerated Share Repurchase Agreement

Mon, 01 Feb 2021 11:30:00 GMT

FALLS CHURCH, Va. – Feb. 1, 2021 – Northrop Grumman Corporation (NYSE: NOC) today announced that it has entered into an accelerated share repurchase (ASR) agreement with Goldman Sachs & Co. LLC to repurchase $2 billion of Northrop Grumman’s common stock. Under the ASR agreement, Northrop Grumman will receive initial deliveries of approximately 5.9 million shares on Feb. 2, representing approximately 85 percent of the expected share repurchases under the ASR agreement, based on the company’s closing price of $286.61 on Jan. 29, 2021. The final number of shares to be repurchased will be based on Northrop Grumman’s volume-weighted average price during the term of the transaction, less a discount, and is expected to be completed in the second quarter of 2021. The ASR will be completed under the company’s current share repurchase authorization, which currently has $5.8 billion in authorization remaining.

Cautionary Statement Regarding Forward-Looking Statements

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Northrop Grumman Releases Fourth Quarter and Full-Year 2020 Financial Results

Thu, 28 Jan 2021 11:30:00 GMT

FALLS CHURCH, Va. – Jan. 28, 2021 – Northrop Grumman Corporation (NYSE: NOC) has released its fourth quarter and full-year 2020 financial results. A copy of the earnings release has been furnished in the company’s Form 8-K filing and is also available on the company's investor relations website at http://investor.northropgrumman.com.

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