LOS ANGELES, Nov. 6, 2001 (PRIMEZONE) -- Northrop Grumman Corporation (NYSE:NOC) announced today that it expects to launch concurrent offerings next week of shares of its common stock and equity security units. Neither offering is conditioned upon the other.

The equity security units are expected to consist of three-year forward purchase contracts to purchase shares of Northrop Grumman common stock and five-year senior notes.

Net proceeds from the sale of both common and equity security units are expected to be approximately $1.2 billion, which will be used to reduce debt and for general corporate purposes.

Northrop Grumman will issue the common stock and equity security units under a shelf registration statement that was previously declared effective by the Securities and Exchange Commission (SEC). The company's registration statement is on file with the SEC and is available on the Internet at www.sec.gov .

J.P. Morgan Securities Inc. and Salomon Smith Barney will act as joint book-running managers for both offerings. When available, a preliminary prospectus supplement for each of the offerings may be obtained by contacting: J.P. Morgan Securities Inc., Prospectus Library, 277 Park Avenue, 11th floor, New York, N.Y., 10017; or Salomon Smith Barney, Brooklyn Army Terminal, 140 E. 58th Street, 8th floor, Brooklyn, N.Y., 11220.

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.

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