LOS ANGELES, Nov. 16, 2001 (PRIMEZONE) -- Northrop Grumman Corporation (NYSE:NOC) today announced the public offerings of 8 million shares of common stock at $88.50 per share and 6 million equity security units at $100 per unit with a 7.25 percent coupon and a 22 percent conversion premium. The company also granted the underwriters an option to purchase up to an additional 1.2 million shares of common stock to cover over-allotments, if any, and an option to purchase up to an additional 900,000 equity security units to cover over-allotments, if any.

Each equity security unit will initially consist of a contract to purchase shares of Northrop Grumman common stock on Nov. 16, 2004 and a $100 senior note due 2006. The offerings were priced yesterday and are expected to close on Nov. 21, 2001.

Net proceeds from the sale of both common and equity security units are expected to be approximately $1.3 billion, assuming the over-allotment options are not exercised. The net proceeds will be used to reduce debt and for general corporate purposes.

The underwriters will donate 25,000 of the 8 million shares of common stock they are purchasing from Northrop Grumman in this offering to the Twin Towers Fund. Each underwriter's donation will be based on its proportionate participation in the concurrent offerings. J.P. Morgan and Salomon Smith Barney are joint book-running managers for both offerings.

Northrop Grumman Corporation is a $15 billion, global aerospace and defense company with its worldwide headquarters in Los Angeles. Northrop Grumman provides technologically advanced, innovative products, services and solutions in defense and commercial electronics, systems integration, information technology and non-nuclear shipbuilding and systems. With 80,000 employees and operations in 44 states and 25 countries, Northrop Grumman serves U.S. and international military, government and commercial customers.

THIS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH JURISDICTION. EACH OF THE OFFERINGS MAY BE MADE ONLY BY MEANS OF A PROSPECTUS AND RELATED PROSPECTUS SUPPLEMENT, COPIES OF WHICH MAY BE OBTAINED FROM J.P. MORGAN SECURITIES, INC., PROSPECTUS LIBRARY, 277 PARK AVENUE, 11TH FLOOR, NEW YORK, NY, 10017; OR SALOMON SMITH BARNEY INC., BROOKLYN ARMY TERMINAL, 140 E. 58TH STREET, 8TH FLOOR, BROOKLYN, NY, 11220.

TO THE EXTENT THIS RELEASE CONTAINS OR IMPLIES FORWARD-LOOKING INFORMATION, THAT INFORMATION IS NECESSARILY SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES. THE ACTUAL OUTCOME IS DEPENDENT UPON THE COMPANY'S SUCCESSFUL PERFORMANCE OF ITS PLANS, AS WELL AS OTHER RISK FACTORS UNDERLYING THOSE PLANS, AS WELL AS OTHER RISK FACTORS SET OUT FROM TIME TO TIME IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING, WITHOUT LIMITATION, THE COMPANY'S REPORTS ON FORMS 10-K AND 10-Q.

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  CONTACT:  Northrop Grumman Corporation, Los Angeles
          Frank Moore, Media
          (310) 201-3335

          Gaston Kent, Investors
          (310) 201-3423