Originally built as Cleveland-class light cruisers (CL) in the United States Navy during World War II, in 1957 three ships were re-designated as Providence-class guided missile light cruisers (CLG) and fitted with the Terrier surface-to-air missile system. During the two year refit, the aft superstructure was completely replaced and all aft guns were removed to make room for the twin-arm Terrier launcher and a 120 missile storage magazine.