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Northrop Grumman Sells Remaining TRW Automotive Equity Stake for $209 Million


LOS ANGELES, Nov. 7, 2006 -- Northrop Grumman Corporation (NYSE: NOC) announced today the sale of its entire remaining equity investment in TRW Automotive Holdings Corp. The company sold 9,743,500 shares of TRW Automotive Holdings Corp. (NYSE:TRW) for approximately $209 million, or approximately $21.41 per share. The sale, which is expected to close on or before Friday, Nov. 10, 2006, will result in a fourth quarter 2006 after-tax gain of approximately $72 million, or $0.21 per diluted share.

The shares were sold to TRW Automotive Holdings Corp. in a private transaction. Automotive Investors LLC (an affiliate of the Blackstone Group) and TRW Automotive granted their approval for Northrop Grumman’s sale by waiving certain provisions of the TRW Automotive Stockholders Agreement. Northrop Grumman sold TRW Automotive to the Blackstone Group in February 2003 and obtained the equity stake under the terms of that sale.

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 120,000 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 “expect” and “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 become available or estimates change after the date of this release.

For a statement of the risk factors and uncertainties that may affect future performance, please refer to the Company’s filings with the Securities and Exchange Commission, including, without limitation, Forms 10-K and 10-Q.


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