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Northrop
    Grumman
    Financial
    Overview
    November 9, 2006

    Wes Bush
    President and Chief Financial Officer

1                                           Copyright 2006 Northrop Grumman Corporation
Safe Harbor Statement
     Certain statements and assumptions in these presentations and materials contain or are based on “forward-
     looking” information. Such “forward-looking” information includes, among other things, projected deliveries,
     expected funding for various programs, future effective income tax rates, financial guidance and estimated
     amounts regarding sales, segment operating margin, pension expense, employer contributions under
     pension plans and medical and life benefits plans, cash flow and earnings per share, and is subject to
     numerous assumptions and uncertainties, many of which are outside Northrop Grumman’s control. These
     include Northrop Grumman’s assumptions with respect to future revenues, expected program performance
     and cash flows, returns on pension plan assets and variability of pension actuarial and related assumptions,
     the outcome of litigation and appeals, environmental remediation, divestitures of businesses, successful
     reduction of debt, successful negotiation of contracts with labor unions, effective tax rates and timing and
     amounts of tax payments, and anticipated costs of capital investments, among other things. Northrop
     Grumman’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, Northrop Grumman’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,
     and any associated amounts and timing of recoveries under insurance contracts, availability of materials
     and supplies, continuation of the supply chain, 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, technical services and related technologies, as well as other economic, political and
     technological risks and uncertainties and other risk factors set out in Northrop Grumman’s filings from time
     to time with the Securities and Exchange Commission, including, without limitation, Northrop Grumman
     reports on Form 10-K and Form 10-Q.


1
                                                                                                Copyright 2006 Northrop Grumman Corporation
Presentation Format
     Guidance
        Effective 1/1/07 Radio Systems business will be transferred from Space
        Technology to Mission Systems
        Reported results for Q4 2006 & Full Year 2006 will not reflect the transfer
        Guidance does not reflect the change
        Guidance does not include Essex
     Segment results 2003 - 2005
        Presented on a pro forma basis reflecting
            Previously announced organizational realignments
            Transfer of Radio Systems business
            Adoption of dual-margin recognition on inter-segment sales




3
                                                                     Copyright 2006 Northrop Grumman Corporation
What You Should Expect From NOC


     Growth

     Performance

     Value-creating cash
     deployment




2                                 Copyright 2006 Northrop Grumman Corporation
Outlook

                                                            2005                 2006E            2007E

     Revenue                                               $30.1B                $30.2B        $31-32B

     Segment OM1                                              8%                 Low 9%         Low 9%

     Operating Margin                                       7.3%                 Low 8%        High 8%
     EPS from Continuing
                                                            $3.83               $4.40-4.45   $4.65-4.90
     Operations
     Cash from Operations                                   $2.6B               $1.5-1.8B      $2.5-2.8B

     Capital Expenditures2                                 $744M                $700-750M    $650-700M

     1
         Non-GAAP Metric - see reconciliation and definition on pages 25 & 26
     2
         Before Katrina-related capital expenditures




3                                                                                            Copyright 2006 Northrop Grumman Corporation
Growth




4            Copyright 2006 Northrop Grumman Corporation
Portfolio Actions to Drive Growth
                                                                Life Cycle
                           Systems
                                                                                    Integrated
       Information                                             Optimization
                           Support
                                                                                     Systems
       Technology

                                          Technical
                                          Services

                         Systems
        Mission
                                                                Life Cycle         Electronics
                         Support,
        Systems
                                                               Optimization
                        Training &
                        Simulation
                                     Life Cycle Optimization

                                                                             Technical Services
                                           Space
                                                                         Addresses ~$70 billion arena
                                         Technology
                                                                              Growing at 8-9%


                                                                              Military Communications
                                                                               Addresses ~$80B arena
                                      Mission Systems
                      Radio
                                                                                   Growing at 4-7%
                     Systems
           Space
                                                           Comms &
         Technology                                       Information
                                       Network
                                                            Space &
                                       Comms            Communications
                                                          Networks &
                                                         Collaboration


5                                                                                      Copyright 2006 Northrop Grumman Corporation
Portfolio Supports Organic Sales Growth

             Electronics
                           21%
                                             Aerospace                                           2007E
                                                                        2006E ($B)
                                                                                                 Growth
                                     27%
                                                          I&S              ~$11                    8-10%

                                                          Aerospace        ~$9                     ~(5)%

                                                          Electronics      ~$6.6                    ~5%

                                                          Ships            ~$5                     ~10%
                  36%
     I&S                      16%                         Total           ~$30.2                  $31-32
                                         Ships
    Transfer of Radio Systems to Information & Services
    from Aerospace effective 1/1/07 not included




6                                                                                Copyright 2006 Northrop Grumman Corporation
Core Programs Provide Strong Base
                                                            New
                     100
                                                            New
                                                             New
                     80
                                                   Follow-on
                                                Follow-on
        % of Sales



                     60                  Unfunded
                                     Unfunded

                     40       Firm

                     20

                      0
                      2006E            2007E                      2008E



          Franchise programs provide reliable long-term revenue
        Core and adjacent opportunities support organic growth



7                                                                     Copyright 2006 Northrop Grumman Corporation
Performance




8                 Copyright 2006 Northrop Grumman Corporation
Margin & Cash Performance Drivers
     Competitive Excellence programs
              Program performance
              Infrastructure costs
              World-class processes
     ACE Program
              Scale leverage (Procurement, IT, Facilities)
                   ~$150M cost reduction expected in 2006
                   ~$300M annual cost reduction targeted by 2008
              Shared services
                   Financial systems, workforce administration
                   ~$100M cost reduction targeted by 2008
     Cash initiatives
              Best practice adoption for contract terms & conditions, receivables/
              payables management, working capital enhancements
     Benefits programs modernization
              Post retirement benefits plan change reflected in 2007 guidance

    All data and alternatives in the ACE project are considered feasibility assessments.
    This information is not considered cost or pricing data under Public Law 87-653.
9                                                                                          Copyright 2006 Northrop Grumman Corporation
Program Risk Management Process
     Pre-Contract Phase
       Target selection criteria
       Non-advocate review (NAR)
       Independent cost evaluation (ICE)
       Rigorous corporate risk review process

     Contract Performance Phase
       Risk management baseline
       Company-wide Earned Value Management System
       Enhanced transparency at all levels
       Program-focused sector reviews
       Watch list review process


         Strengthened corporate oversight of programs


10                                                   Copyright 2006 Northrop Grumman Corporation
Operating Margin Expansion

                                                              2006E             2007E      Long-Term
                                                                                             Margin
                                                              Operating Margin %          Opportunity2

          Information & Services                              Low 8               ~8                  8-9

          Aerospace                                           Low 9               ~9                 9-10
                                                             Mid to
          Electronics                                                           High 11              ~12
                                                             High 11
          Ships                                                  ~7              Mid 8                 9+

          Segment OM1                                         Low 9             Low 9                ~10

          Total Operating Margin                              Low 8             High 8                 9+



     1
         Non-GAAP Metric - see reconciliation and definition on pages 25 & 26
     2
         Dependent on long-term business mix

11                                                                                        Copyright 2006 Northrop Grumman Corporation
Reconciliation of Segment OM to OM

      Unallocated
         2006E of ~$250 million (~$140 million before Q3 legal provision)
         2007E ~$90 million
               Post retirement benefit plan changes result in substantial
               savings
      Net Pension Expense
         2006E of ~($25) million
         2007E with 2006 assumptions, pre-funding and 2007
         demographics is ~($15) million




12                                                            Copyright 2006 Northrop Grumman Corporation
EPS—Key Components

                                                                 2006E           2007E
            Sales                                                $30.2B         $31-32B
            Segment OM1                                         Low 9%           Low 9%
            Unallocated Expenses                                ~$250M           ~$90M
            Net Pension Expense                                  ~$25M           ~$15M
            Operating Margin                                      Low 8%        High 8%
            Net Interest Expense                                ~$300M           ~285M
            Effective Tax Rate                                    ~31%           33-34%
            EPS Guidance                                      $4.40-4.45        $4.65-4.90

     1
         Non-GAAP Metric - see reconciliation and definition on pages 25 & 26



13                                                                                   Copyright 2006 Northrop Grumman Corporation
Cash—Key Components

                                                             2006E ($M)               2007E ($M)
       Depreciation & Amortization                                         ~715             ~710

       Pension/OPEB Funding                                            ~(650)               ~250*

       Change in Working Capital                                      Neutral      Neutral - Improving

       Cash Taxes                                                          (550)          (1,000)

       Stock-based Compensation                                            ~200             ~220

       Discontinued Operations                                              (80)                     -

       Cash from Operations                                   1,500 – 1,800         2,500 – 2,800

       Capital Expenditures1                                       700 – 750            650 - 700

       Free Cash Flow2                                          750 – 1,100         1,800 – 2,150

       * Based on 2006 assumptions
       1
           Does not include Katrina-related related capital expenditures
       2
           Non-GAAP Metric - see definition on page 27



14                                                                                          Copyright 2006 Northrop Grumman Corporation
EPS & Free Cash Flow Per Share
                     $7
                     $6
                     $5
                     $4
                     $3
                     $2
                     $1
                     $0
                                2003*            2004             2005          2006E**           2007E

                                                      Free Cash Flow per Share 1
                                           EPS
                                                          EPS guidance range
                                                          Cash guidance range

     1
         Non-GAAP Metric - see definition on page 27 – prior to Katrina related capital expenditure
     * Includes $1 Billion B-2 Tax Payment
     ** Includes $800 Million discretionary pension pre-funding

15                                                                                                    Copyright 2006 Northrop Grumman Corporation
Value-Creating Cash
         Deployment




16                         Copyright 2006 Northrop Grumman Corporation
Cash Deployment Strategy
                                                                                                 17




                                       Dividends
     Share Repurchases
      Moderate share count              Maintain competitive payout
      reduction                         ratio
      Review regularly                  Review regularly


      Acquisitions                     Debt Reduction
      & Divestitures                   & Pension Pre-funding
       Accelerate growth &              Maintain strong credit profile
       Accelerate growth &
       shareholder returns              Ensure flexibility
       Acquisitions in strategically    Capture economic benefits
       aligned businesses with
       profitable growth
       Divest to capture enhanced
       value

17                                                      Copyright 2006 Northrop Grumman Corporation
Share Repurchases


                                                    370
     Share Repurchases




                               Shares Outstanding
                                                    360
       Moderate net share
       count reduction                              350

       Review regularly                             340


                                                    330
                                                          2002   2003   2004        2005          2006 YTD




                  $3.2 Billion authorized since 2004
                         $3 Billion completed


18                                                                             Copyright 2006 Northrop Grumman Corporation
Dividends

                            $1.40
                                                                Dividends
                            $1.20
      Dividends per Share




                            $1.00                                Maintain competitive
                                                                 payout ratio
                            $0.80

                            $0.60
                                                                 Review regularly
                            $0.40

                            $0.20

                            $0.00
                                    2003   2004   2005   2006




                                    Double-digit increases in 2004, 2005 & 2006
                                             50% increase since 2003


19                                                                          Copyright 2006 Northrop Grumman Corporation
Acquisitions & Divestitures

                                       Acquisition Principles
                                        Alignment with portfolio strategy
      Acquisitions                      Rapid synergy capture
      & Divestitures
                                        Accretive by year two
       Accelerate growth &
       Accelerate growth &              Valuation based on robust DCF
       shareholder returns              assessment
       Acquisitions in strategically    Rigorous due diligence process,
       aligned businesses with          experienced team
       profitable growth                Comprehensive integration
                                        assessment and plan
       Divest to capture enhanced
       value                            Sector execution commitment
                                        Annual reviews of performance to
                                        sector commitment




20                                                        Copyright 2006 Northrop Grumman Corporation
Debt Reduction & Pension Pre-funding


       Highest credit rating in
                                      Debt Reduction
       company’s history
                                      & Pension Pre-funding
       $1.2 billion debt reduction
       expected in 2006                Maintain strong credit
                                       profile
       ~$5.7B debt reduction from
       2002 to YE 2006                 Ensure flexibility
       Net debt/total capital has      Capture economic
       declined from 34% to 14%
                                       benefit
       $1.3 billion pension pre-
       funding in 2004, 2005 & 2006




21                                                    Copyright 2006 Northrop Grumman Corporation
What You Should Expect from NOC

      Growth

      Performance

      Value-creating cash
      deployment




22                                     Copyright 2006 Northrop Grumman Corporation
Institutional
     Investor
     Conference Q&A

     November 9, 2006




23                      Copyright 2006 Northrop Grumman Corporation
Appendix




24              Copyright 2006 Northrop Grumman Corporation
Non-GAAP Measure Reconciliation
     $ Millions                               2005A      2006E                 2007E

     Sales                                    $30,067   ~$30,200    $31,000-$32,000
     Segment Operating Margin Rate*            8.0%     Low 9%               Low 9%
     Operating Margin Rate                     7.3%     Low 8%              High 8%

     Segment Operating Margin*                 2,414     ~2,750          2,860-2,940
     Reconciliations:
        Unallocated Expenses                   (190)

        Pension (Expense) Income               (410)     ~(300)               ~(120)
        Reversal of CAS Pension Expense
        included above                         389

        Reversal of Royalty Income included
        above                                  (10)

     Operating Margin as Reported             2,193      ~2,450          2,740-2,820


     *Non-GAAP Measure

25                                                                 Copyright 2006 Northrop Grumman Corporation
Non-GAAP Measures Definitions
     Non-GAAP Financial Measures Disclosure

         Today’s presentation and the accompanying web charts contain non-GAAP (Generally Accepted Accounting Principles) financial
         measures, as defined by SEC Regulation G and indicated by an asterisk *.
         While we believe that these non-GAAP financial measures may be useful in evaluating Northrop Grumman, this information should
         be considered as supplemental in nature and not as a substitute for financial information prepared in accordance with GAAP.
         Definitions are provided for the non-GAAP measures used in our presentation. Other companies may define the measures
         differently.

     Segment Operating Margin

         Segment Operating Margin is the total earnings from each of our six business segments including royalty income and pension
         expense to the extent that the cost is currently recognized under government Cost Accounting Standards (CAS). Segment
         Operating Margin excludes unallocated corporate expenses, GAAP pension expense and the reversal of CAS pension expense.

         Reconciling items to total company Operating Margin are:
          — GAAP pension expense reported separately as a reconciling item under the caption quot;Pension expense.quot;
          — Reversal of CAS pension expense included in Segment Operating Margin as a cost recognized under CAS.
          — Unallocated expenses which include unallocated corporate, legal, environmental, state income tax, and other
              retiree benefits expenses.
          — Royalty Income reversed under the caption “Reversal of royalty income included above” and reported under the
              caption “Other, net.”

         Management uses segment operating margin as an internal measure of financial performance of our individual business
         segments. This measure also may be helpful to investors in understanding period-over-period operating results separate from
         items that may be influenced by external market fluctuations.




26                                                                                                           Copyright 2006 Northrop Grumman Corporation
Non-GAAP Measures Definitions
     Net Debt
     Net Debt is calculated as short and long-term interest-bearing debt minus cash and cash equivalents..

     Free Cash Flow
     Free Cash Flow (FCF) is the cash from operations less capital expenditures. Katrina related capital expenditures are
     excluded. Katrina related capital expenditures was approximately $80M in 2005, and it is projected to be approximately
     $200M in 2006 and approximately $100M in 2007.

     Free Cash Flow Per Share
     Free Cash Flow as defined above divided by weighted average diluted shares




27                                                                                                             Copyright 2006 Northrop Grumman Corporation

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northrop grumman Wes Bush, President and Chief Financial Officer (Financial Overview)

  • 1. Northrop Grumman Financial Overview November 9, 2006 Wes Bush President and Chief Financial Officer 1 Copyright 2006 Northrop Grumman Corporation
  • 2. Safe Harbor Statement Certain statements and assumptions in these presentations and materials contain or are based on “forward- looking” information. Such “forward-looking” information includes, among other things, projected deliveries, expected funding for various programs, future effective income tax rates, financial guidance and estimated amounts regarding sales, segment operating margin, pension expense, employer contributions under pension plans and medical and life benefits plans, cash flow and earnings per share, and is subject to numerous assumptions and uncertainties, many of which are outside Northrop Grumman’s control. These include Northrop Grumman’s assumptions with respect to future revenues, expected program performance and cash flows, returns on pension plan assets and variability of pension actuarial and related assumptions, the outcome of litigation and appeals, environmental remediation, divestitures of businesses, successful reduction of debt, successful negotiation of contracts with labor unions, effective tax rates and timing and amounts of tax payments, and anticipated costs of capital investments, among other things. Northrop Grumman’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, Northrop Grumman’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, and any associated amounts and timing of recoveries under insurance contracts, availability of materials and supplies, continuation of the supply chain, 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, technical services and related technologies, as well as other economic, political and technological risks and uncertainties and other risk factors set out in Northrop Grumman’s filings from time to time with the Securities and Exchange Commission, including, without limitation, Northrop Grumman reports on Form 10-K and Form 10-Q. 1 Copyright 2006 Northrop Grumman Corporation
  • 3. Presentation Format Guidance Effective 1/1/07 Radio Systems business will be transferred from Space Technology to Mission Systems Reported results for Q4 2006 & Full Year 2006 will not reflect the transfer Guidance does not reflect the change Guidance does not include Essex Segment results 2003 - 2005 Presented on a pro forma basis reflecting Previously announced organizational realignments Transfer of Radio Systems business Adoption of dual-margin recognition on inter-segment sales 3 Copyright 2006 Northrop Grumman Corporation
  • 4. What You Should Expect From NOC Growth Performance Value-creating cash deployment 2 Copyright 2006 Northrop Grumman Corporation
  • 5. Outlook 2005 2006E 2007E Revenue $30.1B $30.2B $31-32B Segment OM1 8% Low 9% Low 9% Operating Margin 7.3% Low 8% High 8% EPS from Continuing $3.83 $4.40-4.45 $4.65-4.90 Operations Cash from Operations $2.6B $1.5-1.8B $2.5-2.8B Capital Expenditures2 $744M $700-750M $650-700M 1 Non-GAAP Metric - see reconciliation and definition on pages 25 & 26 2 Before Katrina-related capital expenditures 3 Copyright 2006 Northrop Grumman Corporation
  • 6. Growth 4 Copyright 2006 Northrop Grumman Corporation
  • 7. Portfolio Actions to Drive Growth Life Cycle Systems Integrated Information Optimization Support Systems Technology Technical Services Systems Mission Life Cycle Electronics Support, Systems Optimization Training & Simulation Life Cycle Optimization Technical Services Space Addresses ~$70 billion arena Technology Growing at 8-9% Military Communications Addresses ~$80B arena Mission Systems Radio Growing at 4-7% Systems Space Comms & Technology Information Network Space & Comms Communications Networks & Collaboration 5 Copyright 2006 Northrop Grumman Corporation
  • 8. Portfolio Supports Organic Sales Growth Electronics 21% Aerospace 2007E 2006E ($B) Growth 27% I&S ~$11 8-10% Aerospace ~$9 ~(5)% Electronics ~$6.6 ~5% Ships ~$5 ~10% 36% I&S 16% Total ~$30.2 $31-32 Ships Transfer of Radio Systems to Information & Services from Aerospace effective 1/1/07 not included 6 Copyright 2006 Northrop Grumman Corporation
  • 9. Core Programs Provide Strong Base New 100 New New 80 Follow-on Follow-on % of Sales 60 Unfunded Unfunded 40 Firm 20 0 2006E 2007E 2008E Franchise programs provide reliable long-term revenue Core and adjacent opportunities support organic growth 7 Copyright 2006 Northrop Grumman Corporation
  • 10. Performance 8 Copyright 2006 Northrop Grumman Corporation
  • 11. Margin & Cash Performance Drivers Competitive Excellence programs Program performance Infrastructure costs World-class processes ACE Program Scale leverage (Procurement, IT, Facilities) ~$150M cost reduction expected in 2006 ~$300M annual cost reduction targeted by 2008 Shared services Financial systems, workforce administration ~$100M cost reduction targeted by 2008 Cash initiatives Best practice adoption for contract terms & conditions, receivables/ payables management, working capital enhancements Benefits programs modernization Post retirement benefits plan change reflected in 2007 guidance All data and alternatives in the ACE project are considered feasibility assessments. This information is not considered cost or pricing data under Public Law 87-653. 9 Copyright 2006 Northrop Grumman Corporation
  • 12. Program Risk Management Process Pre-Contract Phase Target selection criteria Non-advocate review (NAR) Independent cost evaluation (ICE) Rigorous corporate risk review process Contract Performance Phase Risk management baseline Company-wide Earned Value Management System Enhanced transparency at all levels Program-focused sector reviews Watch list review process Strengthened corporate oversight of programs 10 Copyright 2006 Northrop Grumman Corporation
  • 13. Operating Margin Expansion 2006E 2007E Long-Term Margin Operating Margin % Opportunity2 Information & Services Low 8 ~8 8-9 Aerospace Low 9 ~9 9-10 Mid to Electronics High 11 ~12 High 11 Ships ~7 Mid 8 9+ Segment OM1 Low 9 Low 9 ~10 Total Operating Margin Low 8 High 8 9+ 1 Non-GAAP Metric - see reconciliation and definition on pages 25 & 26 2 Dependent on long-term business mix 11 Copyright 2006 Northrop Grumman Corporation
  • 14. Reconciliation of Segment OM to OM Unallocated 2006E of ~$250 million (~$140 million before Q3 legal provision) 2007E ~$90 million Post retirement benefit plan changes result in substantial savings Net Pension Expense 2006E of ~($25) million 2007E with 2006 assumptions, pre-funding and 2007 demographics is ~($15) million 12 Copyright 2006 Northrop Grumman Corporation
  • 15. EPS—Key Components 2006E 2007E Sales $30.2B $31-32B Segment OM1 Low 9% Low 9% Unallocated Expenses ~$250M ~$90M Net Pension Expense ~$25M ~$15M Operating Margin Low 8% High 8% Net Interest Expense ~$300M ~285M Effective Tax Rate ~31% 33-34% EPS Guidance $4.40-4.45 $4.65-4.90 1 Non-GAAP Metric - see reconciliation and definition on pages 25 & 26 13 Copyright 2006 Northrop Grumman Corporation
  • 16. Cash—Key Components 2006E ($M) 2007E ($M) Depreciation & Amortization ~715 ~710 Pension/OPEB Funding ~(650) ~250* Change in Working Capital Neutral Neutral - Improving Cash Taxes (550) (1,000) Stock-based Compensation ~200 ~220 Discontinued Operations (80) - Cash from Operations 1,500 – 1,800 2,500 – 2,800 Capital Expenditures1 700 – 750 650 - 700 Free Cash Flow2 750 – 1,100 1,800 – 2,150 * Based on 2006 assumptions 1 Does not include Katrina-related related capital expenditures 2 Non-GAAP Metric - see definition on page 27 14 Copyright 2006 Northrop Grumman Corporation
  • 17. EPS & Free Cash Flow Per Share $7 $6 $5 $4 $3 $2 $1 $0 2003* 2004 2005 2006E** 2007E Free Cash Flow per Share 1 EPS EPS guidance range Cash guidance range 1 Non-GAAP Metric - see definition on page 27 – prior to Katrina related capital expenditure * Includes $1 Billion B-2 Tax Payment ** Includes $800 Million discretionary pension pre-funding 15 Copyright 2006 Northrop Grumman Corporation
  • 18. Value-Creating Cash Deployment 16 Copyright 2006 Northrop Grumman Corporation
  • 19. Cash Deployment Strategy 17 Dividends Share Repurchases Moderate share count Maintain competitive payout reduction ratio Review regularly Review regularly Acquisitions Debt Reduction & Divestitures & Pension Pre-funding Accelerate growth & Maintain strong credit profile Accelerate growth & shareholder returns Ensure flexibility Acquisitions in strategically Capture economic benefits aligned businesses with profitable growth Divest to capture enhanced value 17 Copyright 2006 Northrop Grumman Corporation
  • 20. Share Repurchases 370 Share Repurchases Shares Outstanding 360 Moderate net share count reduction 350 Review regularly 340 330 2002 2003 2004 2005 2006 YTD $3.2 Billion authorized since 2004 $3 Billion completed 18 Copyright 2006 Northrop Grumman Corporation
  • 21. Dividends $1.40 Dividends $1.20 Dividends per Share $1.00 Maintain competitive payout ratio $0.80 $0.60 Review regularly $0.40 $0.20 $0.00 2003 2004 2005 2006 Double-digit increases in 2004, 2005 & 2006 50% increase since 2003 19 Copyright 2006 Northrop Grumman Corporation
  • 22. Acquisitions & Divestitures Acquisition Principles Alignment with portfolio strategy Acquisitions Rapid synergy capture & Divestitures Accretive by year two Accelerate growth & Accelerate growth & Valuation based on robust DCF shareholder returns assessment Acquisitions in strategically Rigorous due diligence process, aligned businesses with experienced team profitable growth Comprehensive integration assessment and plan Divest to capture enhanced value Sector execution commitment Annual reviews of performance to sector commitment 20 Copyright 2006 Northrop Grumman Corporation
  • 23. Debt Reduction & Pension Pre-funding Highest credit rating in Debt Reduction company’s history & Pension Pre-funding $1.2 billion debt reduction expected in 2006 Maintain strong credit profile ~$5.7B debt reduction from 2002 to YE 2006 Ensure flexibility Net debt/total capital has Capture economic declined from 34% to 14% benefit $1.3 billion pension pre- funding in 2004, 2005 & 2006 21 Copyright 2006 Northrop Grumman Corporation
  • 24. What You Should Expect from NOC Growth Performance Value-creating cash deployment 22 Copyright 2006 Northrop Grumman Corporation
  • 25. Institutional Investor Conference Q&A November 9, 2006 23 Copyright 2006 Northrop Grumman Corporation
  • 26. Appendix 24 Copyright 2006 Northrop Grumman Corporation
  • 27. Non-GAAP Measure Reconciliation $ Millions 2005A 2006E 2007E Sales $30,067 ~$30,200 $31,000-$32,000 Segment Operating Margin Rate* 8.0% Low 9% Low 9% Operating Margin Rate 7.3% Low 8% High 8% Segment Operating Margin* 2,414 ~2,750 2,860-2,940 Reconciliations: Unallocated Expenses (190) Pension (Expense) Income (410) ~(300) ~(120) Reversal of CAS Pension Expense included above 389 Reversal of Royalty Income included above (10) Operating Margin as Reported 2,193 ~2,450 2,740-2,820 *Non-GAAP Measure 25 Copyright 2006 Northrop Grumman Corporation
  • 28. Non-GAAP Measures Definitions Non-GAAP Financial Measures Disclosure Today’s presentation and the accompanying web charts contain non-GAAP (Generally Accepted Accounting Principles) financial measures, as defined by SEC Regulation G and indicated by an asterisk *. While we believe that these non-GAAP financial measures may be useful in evaluating Northrop Grumman, this information should be considered as supplemental in nature and not as a substitute for financial information prepared in accordance with GAAP. Definitions are provided for the non-GAAP measures used in our presentation. Other companies may define the measures differently. Segment Operating Margin Segment Operating Margin is the total earnings from each of our six business segments including royalty income and pension expense to the extent that the cost is currently recognized under government Cost Accounting Standards (CAS). Segment Operating Margin excludes unallocated corporate expenses, GAAP pension expense and the reversal of CAS pension expense. Reconciling items to total company Operating Margin are: — GAAP pension expense reported separately as a reconciling item under the caption quot;Pension expense.quot; — Reversal of CAS pension expense included in Segment Operating Margin as a cost recognized under CAS. — Unallocated expenses which include unallocated corporate, legal, environmental, state income tax, and other retiree benefits expenses. — Royalty Income reversed under the caption “Reversal of royalty income included above” and reported under the caption “Other, net.” Management uses segment operating margin as an internal measure of financial performance of our individual business segments. This measure also may be helpful to investors in understanding period-over-period operating results separate from items that may be influenced by external market fluctuations. 26 Copyright 2006 Northrop Grumman Corporation
  • 29. Non-GAAP Measures Definitions Net Debt Net Debt is calculated as short and long-term interest-bearing debt minus cash and cash equivalents.. Free Cash Flow Free Cash Flow (FCF) is the cash from operations less capital expenditures. Katrina related capital expenditures are excluded. Katrina related capital expenditures was approximately $80M in 2005, and it is projected to be approximately $200M in 2006 and approximately $100M in 2007. Free Cash Flow Per Share Free Cash Flow as defined above divided by weighted average diluted shares 27 Copyright 2006 Northrop Grumman Corporation