LOS ANGELES, Dec. 10, 2001 (PRIMEZONE) -- Northrop Grumman Corporation(NYSE:NOC) announced today that the previously reported prorationcalculation for shares electing cash in its completed offer for NewportNews Shipbuilding (NYSE:NNS) has been modified as a result of finalreconciliations. Pursuant to the proration provisions of the offer,each Newport News share electing cash in the offer will receive $43.65in cash and 0.2542 Northrop Grumman shares, excluding treatment offractional shares.

In conjunction with the offer, Northrop Grumman also said that it willissue a total of 13,424,062 of its shares and will pay a total of$511,581,719 in cash. Northrop Grumman will include these finalreconciliations in its definitive information statement for the NewportNews special meeting that will be held to approve the merger in orderto complete the acquisition.

Northrop Grumman Corporation is an $18 billion, global defense companywith its worldwide headquarters in Los Angeles. Northrop Grummanprovides technologically advanced, innovative products, services andsolutions in defense and commercial electronics, systems integration,information technology and nuclear and non-nuclear shipbuilding andsystems. With nearly 100,000 employees and operations in 44 states and25 countries, Northrop Grumman serves U.S. and international military, government and commercial customers.

THE ABOVE NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS REGARDINGTHE MERGER OF NORTHROP GRUMMAN AND NEWPORT NEWS. THESE STATEMENTSINVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY NOT BE REALIZED, ORMAY VARY MATERIALLY FROM RESULTS THAT MAY BE DISCUSSED OR IMPLIED INTHESE FORWARD-LOOKING STATEMENTS. FACTORS THAT MAY AFFECT ACTUALRESULTS INCLUDE THE RISKS INHERENT IN THE SUCCESSFUL INTEGRATION OFNEWPORT NEWS INTO NORTHROP GRUMMAN'S BUSINESS, THE TIMELY DEVELOPMENTAND MARKET ACCEPTANCE OF THE PRODUCTS AND SERVICES OF THE COMBINEDCOMPANIES, NORTHROP GRUMMAN'S ABILITY TO REMAIN COMPETITIVE IN A HIGHLYCOMPETITIVE AND RAPIDLY CHANGING MARKETPLACE, AND THE OTHER RISKSDETAILED FROM TIME TO TIME IN EACH COMPANY'S PERIODIC REPORTS FILEDWITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING, BUT NOT LIMITEDTO, NORTHROP GRUMMAN'S REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDEDDECEMBER 31, 2000.

Members of the news media may receive our releases via e-mail byregistering at: http://www.northgrum.com/cgi-bin/regist_form.cgi

LEARN MORE ABOUT US: Northrop Grumman news releases, productinformation, photos and video clips are available on the Internet at: http://www.northropgrumman.com

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

          Gaston Kent (Investors) 
          (310) 201-3423