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Northrop Grumman Buys 9 Million Shares in Accelerated Share Repurchase

LOS ANGELES, Nov. 7, 2005 (PRIMEZONE) -- Northrop Grumman Corporation (NYSE:NOC) has entered into a $500 million accelerated share repurchase (ASR) agreement with Credit Suisse First Boston (CSFB).

Under the agreement, the company repurchased 9,066,183 shares of Northrop Grumman common stock from CSFB at a price per share of $55.15. CSFB plans to purchase an equivalent number of shares in the open market, and Northrop Grumman may receive or be required to remit a price adjustment based upon the volume weighted average price of Northrop Grumman common shares purchased by CSFB.

"The ASR program is the first step in executing our new $1.5 billion share repurchase program," said Ronald D. Sugar, Northrop Grumman's chairman, chief executive officer and president. "The program immediately reduces shares outstanding and demonstrates our continued commitment to a balanced cash deployment strategy."

Today's repurchase is part of a $1.5 billion share repurchase program announced by Northrop Grumman on Oct. 25, 2005. The company expects to complete the remaining $1 billion of the share repurchase program over the next 12 to 18 months. Including the ASR agreement, the company has repurchased approximately 41.6 million shares of its common stock for $2.2 billion since it began repurchasing its shares in August 2003.

Northrop Grumman Corporation is a global defense company headquartered in Los Angeles, Calif. Northrop Grumman provides technologically advanced, innovative products, services and solutions in systems integration, defense electronics, information technology, advanced aircraft, shipbuilding and space technology. With more than 125,000 employees, and operations in all 50 states and 25 countries, Northrop Grumman serves U.S. and international military, government and commercial customers.

Note: Certain statements and assumptions in this release contain or are based on "forward-looking" information that Northrop Grumman Corporation (the "Company) believes to be within the definition in the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties, and include, among others, statements in the future tense, and all statements accompanied by terms such as "project," "expect," "estimate," "assume," "believe," "guidance" or variations thereof. This information reflects the Company's best estimates when made, but the company expressly disclaims any duty to update this information if new data becomes available or estimates change after the date of this release.

Such "forward-looking" information includes, among other things, statements regarding the ASR program, including CSFB's ability to purchase equivalent shares in the open market and any possible price adjustment, our ability to complete the repurchase program over a certain period and the expected benefits of the repurchase program.

The Company's operations are subject to various additional risks and uncertainties resulting from its position as a supplier, either directly or as subcontractor or team member, to the U.S. Government and its agencies as well as to foreign governments and agencies; actual outcomes are dependent upon various factors, including, without limitation, the Company's successful performance of internal plans; government customers' budgetary constraints; customer changes in short-range and long-range plans; domestic and international competition in both the defense and commercial areas; product performance; continued development and acceptance of new products and, in connection with any fixed price development programs, controlling cost growth in meeting production specifications and delivery rates; performance issues with key suppliers and subcontractors; government import and export policies; acquisition or termination of government contracts; the outcome of political and legal processes and of the assertion or prosecution of potential substantial claims by or on behalf of a U.S. Government customer; natural disasters, including recent hurricanes affecting the Company's Gulf Coast shipyards and the associated risks underlying the Company's assumptions regarding timely return of experienced workers with critical skills, achieving expected learning-curve progress, amounts and timing of recoveries under insurance contracts, availability of materials and supplies, reconstitution of the supply chain and other infrastructure within and outside Company facilities to enable efficient production, contractual performance relief and the application of cost sharing terms, impacts of timing of cash receipts and the availability of other mitigating elements; terrorist acts; legal, financial, and governmental risks related to international transactions and global needs for military aircraft, military and civilian electronic systems and support, information technology, naval vessels, space systems and related technologies, as well as other economic, political and technological risks and uncertainties and other risk factors set out in the Company's filings from time to time with the Securities and Exchange Commission, including, without limitation, Company reports on Form 10-K and Form 10-Q.

CONTACT:  Dan McClain (Media)
          Northrop Grumman Corporation       
          (310) 201-3335 
       
          Gaston Kent (Investors)
          Northrop Grumman Corporation
          (310) 201-3423