EPS from Continuing Operations Increase 37 Percent to $1.25

 Sales Increase 21 Percent to $7.1 Billion

 Cash from Operations Totals $263 Million

 Contract Acquisitions Increase 19 Percent

 Total Backlog $57.6 Billion

 Company Confirms Previous 2004 Guidance
 

LOS ANGELES, May 4, 2004 (PRIMEZONE) -- Northrop Grumman Corporation (NYSE:NOC) reported that first quarter 2004 income from continuing operations rose 31 percent to $228 million, or $1.25 per diluted share, compared with $174 million, or $0.91 per diluted share, for the same period of 2003. Sales for the first quarter of 2004 increased 21 percent to $7.1 billion from $5.9 billion for the same period of 2003.

Total operating margin for the 2004 first quarter was $434 million compared with $328 million in the same period a year ago. The first quarter 2004 total operating margin includes $110 million of unallocated corporate expenses compared with $30 million for the 2003 first quarter. First quarter 2004 unallocated corporate expenses rose $80 million, mainly due to an additional provision for legal and interest costs relating to an Indiana Court of Appeals decision on April 27, 2004, affirming lower court awards against the company and in favor of Allison Gas Turbine. The awards related to cost overruns on a discontinued prototype aircraft from the 1980s. Unallocated corporate expenses for the quarter also included higher mark-to-market stock compensation expenses and environmental remediation accruals.

First quarter 2004 total operating margin includes pension expense determined in accordance with generally accepted accounting principles of $90 million versus pension expense of $140 million in the first quarter of 2003. Pension expense allocated to contracts pursuant to government Cost Accounting Standards (CAS) increased total operating margin by $80 million in the first quarter of 2004 and $71 million for the comparable 2003 period.

"Overall, first quarter results from our operations were outstanding. Each of our segments generated strong double-digit sales growth and solid increases in profit," said Ronald D. Sugar, Northrop Grumman chairman, chief executive officer and president. "Bookings for the quarter increased 19 percent, and we are on track to achieve our 2004 financial targets.

"I'm pleased with this quarter's performance, and looking at the total picture, we are in excellent shape to continue to drive operational and financial performance," Sugar added. "We are living in very challenging times and we believe that our strategy, which is to anticipate the changing nature of 21st century warfare and lead the revolutionary advances in technology that are redefining both the battlefield and our security at home, is clearly on target."

Net income for the 2004 first quarter was $232 million, or $1.27 per diluted share, compared with $253 million, or $1.34 per diluted share for the same period of 2003. First quarter 2004 income from discontinued operations was $1 million compared with $80 million in the previous year. First quarter 2003 income from discontinued operations included the results of TRW Automotive, which was sold on Feb. 28, 2003.

Contract acquisitions were $8.4 billion in the first quarter of 2004 compared with $7.1 billion for the same period of 2003. Total funded backlog was $28.2 billion at March 31, 2004, compared with $26.9 billion at Dec. 31, 2003. Total backlog, which includes funded backlog and firm orders for which funding is not currently contractually obligated by the customer, was $57.6 billion at March 31, 2004, compared with $58.2 billion at Dec. 31, 2003.

Guidance for 2004

Consistent with previous guidance, the company expects 2004 sales of approximately $28 billion. Earnings per share from continuing operations are expected to range between $5.60 and $5.90, which includes estimated pension expense of approximately $345 million and pension expense recognized under CAS, which is generally recoverable under government contracts, of approximately $320 million. These estimates have been refined to reflect the latest updates for foreign pension plans and plan participant census data. Net cash provided by operating activities for 2004 is expected to total approximately $1.5 billion.

  Segment Results 
 ---------------

 ELECTRONIC SYSTEMS
                                     ($ in millions)
                                      FIRST QUARTER
                                   ------------------
                                    2004        2003
                                   ------      ------
 Sales                             $1,538      $1,338
 Operating Margin                     158         121
 % Operating margin to sales         10.3%        9.0%
 

Electronic Systems first quarter 2004 sales increased 15 percent from the first quarter of 2003 reflecting higher volume across all business areas. First quarter 2004 operating margin increased 31 percent from the first quarter of 2003, primarily due to higher sales volume as well as improved performance in the C4ISR & Naval Systems, Defensive Systems, Government Systems and Other business areas.

  SHIPS
                                     ($ in millions)
                                      FIRST QUARTER
                                   ------------------
                                    2004        2003
                                   ------      ------
 Sales                             $1,444      $1,195
 Operating Margin                      86          75
 % Operating margin to sales          6.0%        6.3%
 

Ships 2004 first quarter sales, which include the financial results of the Newport News and Ship Systems sectors, increased 21 percent compared with the 2003 first quarter. Amphibious & Auxiliary revenue rose 51 percent as a result of increased sales from the LPD and LHD programs; Surface Combatants sales rose 46 percent, primarily due to increased revenue from the DD(X) program. Operating margin for the 2004 first quarter increased 15 percent compared with the 2003 first quarter reflecting higher volume, which was partially offset by a change in program mix toward lower margin development programs.

  INFORMATION TECHNOLOGY
                                     ($ in millions)
                                      FIRST QUARTER
                                   ------------------
                                    2004        2003
                                   ------      ------
 Sales                             $1,230      $1,091
 Operating Margin                      71          61
 % Operating margin to sales          5.8%        5.6%
 

Information Technology first quarter 2004 sales increased 13 percent, and first quarter 2004 operating margin increased 16 percent, as compared with the first quarter of 2003. First quarter 2004 sales increased due to higher revenue in the Government Information Technology business area versus the prior year. Operating margin increased primarily due to increased sales and improved performance in the Government Information Technology business area.

  MISSION SYSTEMS
                                     ($ in millions)
                                      FIRST QUARTER
                                   ------------------
                                    2004        2003
                                   ------      ------
 Sales                             $1,183      $  923
 Operating Margin                      76          56
 % Operating margin to sales          6.4%        6.1%
 

Mission Systems first quarter 2004 sales increased 28 percent, and first quarter 2004 operating margin rose 36 percent, as compared with first quarter 2003 results. First quarter 2004 sales were higher in the Command, Control & Intelligence Systems and Missile Systems business areas. Higher operating margin was primarily due to increased sales as well as improved performance in the Missile Systems business area.

  INTEGRATED SYSTEMS
                                     ($ in millions)
                                      FIRST QUARTER
                                   ------------------
                                    2004        2003
                                   ------      ------
 Sales                             $1,147      $  825
 Operating Margin                     116          88
 % Operating margin to sales         10.1%       10.7%
 

Integrated Systems sales for the first quarter of 2004 increased 39 percent over the first quarter of 2003, primarily due to increased F-35, Global Hawk and MP-RTIP sales in the Air Combat Systems business area as well as increased E-2 Advanced Hawkeye sales in the Airborne Early Warning/Electronic Warfare Systems business area. Operating margin for the first quarter of 2004 increased 32 percent from the first quarter of 2003, reflecting higher volume in development programs such as F-35, E-2 Advanced Hawkeye and Global Hawk.

  SPACE TECHNOLOGY
                                     ($ in millions)
                                      FIRST QUARTER
                                   ------------------
                                    2004        2003
                                   ------      ------
 Sales                             $  806      $  648
 Operating Margin                      51          32
 % Operating margin to sales          6.3%        4.9%
 

Space Technology first quarter 2004 sales rose 24 percent over first quarter 2003 results, due to higher F-35 and F-22 sales in the Software Defined Radios business area, increased classified sales in Intelligence, Surveillance & Reconnaissance, and increased sales in the National Polar-Orbiting Operational Environmental Satellite Systems and James Webb Space Telescope programs in the Civil Space business area. First quarter 2004 operating margin rose 59 percent as compared with the first quarter 2003, primarily due to higher sales and improved performance in the Software Defined Radios, Satellite Communications and Technology business areas.

Debt and Cash Measurements

Northrop Grumman's total debt was $6.0 billion at March 31, 2004, compared with $5.9 billion at Dec. 31, 2003. Interest expense for the first quarter of 2004 declined to $113 million from $144 million for the 2003 first quarter as a result of a reduction in fixed-rate debt acquired with the acquisition of TRW Inc. First quarter 2004 interest expense also includes the impact of the adoption of SFAS 150 -- Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which was adopted on July 1, 2003, and required $6 million of dividends payable on mandatorily redeemable preferred stock for the quarter to be classified as interest expense.

Net cash provided by operating activities in the 2004 first quarter totaled $263 million versus net cash used by operating activities of $1.1 billion in the first quarter of 2003, which included a $1 billion B-2 tax payment. During the first quarter of 2004, the company repurchased approximately 1.8 million shares of its common stock at an average price of $98.69 per share. Since the Aug. 20, 2003, announcement of a plan to repurchase up to $700 million of Northrop Grumman common stock, the company has repurchased more than 4 million shares at an average price of $93.56.

About Northrop Grumman

Northrop Grumman Corporation is a global defense company, headquartered in Los Angeles, Calif. Northrop Grumman provides a broad array of technologically advanced, innovative products, services and solutions in systems integration, defense electronics, information technology, advanced aircraft, shipbuilding and space technology. The company has approximately 123,000 employees and operates in all 50 states and 25 countries and 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 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 "project," "expect," "estimate," "assume," "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 becomes available or estimates change after the date of this release.

Such "forward-looking" information includes, among other things, financial guidance regarding sales, segment operating margin, pension expense, employer contributions under pension plans and medical and life benefits plans, and cash flow, 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; natural disasters and 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 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.

Northrop Grumman will webcast its security analyst conference call at 11 a.m. EDT on May 4, 2004. A live audio broadcast of the conference call along with a supplemental presentation will be available on the investor relations page of the company's Web site at http://www.northropgrumman.com .

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

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

  NORTHROP GRUMMAN CORPORATION        SCHEDULE 1
                      FINANCIAL HIGHLIGHTS
                ($ in millions, except per share) 
                           (unaudited)

                                                     FIRST QUARTER
                                                 --------------------
                                                   2004        2003
                                                 --------    --------
 OPERATING RESULTS HIGHLIGHTS
    Total contract acquisitions (1)              $ 8,420     $ 7,090
    Total sales                                    7,105       5,866
    Total operating margin                           434         328
    Income from continuing operations                228         174
    Net income                                       232         253
    Diluted earnings per share from continuing 
      operations                                    1.25         .91
    Diluted earnings per share                      1.27        1.34

    Net cash provided by (used in) operating 
      activities                                     263      (1,112)

 ---------------------------------------------------------------------

                                                MARCH 31, DECEMBER 31,
                                                  2004       2003 (4)
                                                --------    --------
 BALANCE SHEET HIGHLIGHTS
    Cash and cash equivalents                    $   457     $   342
    Accounts receivable, net                       3,426       3,198
    Inventoried costs, net                         1,319       1,147
    Property, plant and equipment, net             4,019       4,036
    Total debt                                     5,962       5,881
    Net debt (2)                                   5,505       5,539
    Mandatorily redeemable preferred stock           350         350
    Shareholders' equity                          15,863      15,785
    Total assets                                  33,344      33,009

    Net debt to capitalization ratio (3)              25%         26%

 ---------------------------------------------------------------------
 (1) Contract acquisitions represent orders received during the period
     for which funding has been contractually obligated by the
     customer.
 (2) Total debt less cash and cash equivalents.
 (3) Net debt divided by the sum of shareholders' equity and total 
     debt.
 (4) Certain prior year amounts have been reclassified to conform to 
     the 2004 presentation.


                  NORTHROP GRUMMAN CORPORATION          SCHEDULE 2
                       OPERATING RESULTS
               ($ in millions, except per share)
                         (unaudited)


                                                   FIRST QUARTER
                                               --------------------
                                                  2004     2003 (1)
                                               ---------  ---------
 Sales
   Electronic Systems                            $ 1,538    $ 1,338
   Ships                                           1,444      1,195
   Information Technology                          1,230      1,091
   Mission Systems                                 1,183        923
   Integrated Systems                              1,147        825
   Space Technology                                  806        648
   Intersegment Eliminations                        (243)      (154)
                                               ---------  ---------
                                                 $ 7,105    $ 5,866
                                               ---------  ---------
 Operating margin
   Electronic Systems                              $ 158      $ 121
   Ships                                              86         75
   Information Technology                             71         61
   Mission Systems                                    76         56
   Integrated Systems                                116         88
   Space Technology                                   51         32
                                               ---------  ---------
 Total segment operating margin                      558        433

 Reconciliation to operating margin (2)
    Unallocated expenses                            (110)       (30)
    Pension expense                                  (90)      (140)
    Reversal of CAS pension expense 
      included above                                  80         71
    Reversal of royalty income 
      included above                                  (4)        (6)
                                               ---------  ---------
 Operating margin                                    434        328

 Interest income                                      16         12
 Interest expense                                   (113)      (144)
 Other, net                                           10         17
                                               ---------  ---------
 Income from continuing operations 
   before income taxes                               347        213
 Federal and foreign income taxes                    119         39
                                               ---------  ---------
 Income from continuing operations                   228        174
 Income from discontinued operations, 
  net of tax                                           1         80
 Gain (loss) from disposal of 
  discontinued operations, net of tax                  3         (1)
                                               ---------  ---------
 Net income                                        $ 232      $ 253
                                               ---------  ---------

 Diluted earnings per share
   From continuing operations                     $ 1.25      $ .91
   Income from discontinued operations, 
     net of tax                                                 .43
   Gain on disposal of discontinued 
    operations, net of tax                           .02
                                               ---------  ---------
 Diluted earnings per share                       $ 1.27     $ 1.34
                                               ---------  ---------

 ---------------------------------------------------------------------
 (1) Certain prior year amounts have been reclassified to conform to
     the 2004 presentation.

 (2) Pension expense is included in determining segment operating
     margin to the extent that the cost is currently recognized under
     government Cost Accounting Standards (CAS). In order to reconcile
     from segment operating margin to total company operating margin,
     these amounts are reported under the caption "Reversal of CAS
     pension expense included above." Total pension expense determined
     in accordance with Generally Accepted Accounting Principles 
     (GAAP) is reported separately as a reconciling item under the 
     caption "Pension expense." The reconciling item captioned 
     "Unallocated expenses" includes the portion of corporate, legal, 
     environmental, state income tax, other retiree benefits expenses 
     and other expenses not considered allowable under CAS and not 
     allocated to the segments.


                      NORTHROP GRUMMAN CORPORATION         SCHEDULE 3
                     ADDITIONAL SEGMENT INFORMATION 
                           ($ in millions)
                              (unaudited)


                                  CONTRACT               FUNDED
                               ACQUISITIONS(1)          BACKLOG(2)
                              ----------------      ----------------
                                FIRST QUARTER           MARCH 31,
                              ----------------      ----------------
                               2004     2003 (4)     2004     2003 (4)
                             --------  --------    --------  --------

 Electronic Systems          $ 1,772    $ 1,578    $ 6,702   $ 6,735
 Ships                         1,518        850      9,823    10,016
 Information Technology        1,212      1,326      2,283     2,344
 Mission Systems               1,336      1,212      3,058     2,490
 Integrated Systems            1,768      1,665      4,919     4,605
 Space Technology              1,133        767      1,885     1,427
 Intersegment Eliminations      (319)      (308)      (489)     (340)
                             --------  --------    --------  --------
 Total                       $ 8,420    $ 7,090    $28,181   $27,277
                             --------  --------    --------  --------


                              TOTAL BACKLOG, MARCH 31, 2004
                            --------------------------------
                              FUNDED   UNFUNDED(3)   TOTAL 
                                                    BACKLOG
                            ---------  ---------  ----------
 Electronic Systems          $ 6,702    $ 2,379    $ 9,081
 Ships                         9,823      3,943     13,766
 Information Technology        2,283      2,269      4,552
 Mission Systems               3,058      7,369     10,427
 Integrated Systems            4,919      5,082     10,001
 Space Technology              1,885      8,391     10,276
 Intersegment Eliminations      (489)        --       (489)
                            ---------  ---------  ----------
 Total                       $28,181    $29,433    $57,614
                            ---------  ---------  ----------

 (1) Contract acquisitions represent orders received during the period
     for which funding has been contractually obligated by the
     customer.

 (2) Funded backlog represents unfilled orders for which funding has
     been contractually obligated by the customer.

 (3) Unfunded backlog represents firm orders for which funding is not
     currently contractually obligated by the customer. Unfunded
     backlog excludes unexercised contract options and unfunded
     Indefinite Delivery Indefinite Quantity (IDIQ) orders.

 (4) Certain prior year amounts have been reclassified to conform to
     the 2004 presentation.
 ---------------------------------------------------------------------

 AMORTIZATION OF PURCHASED INTANGIBLES

                                      FIRST QUARTER
                                    ------------------
                                    2004          2003
                                    ----          ----
 Electronic Systems                 $ 21          $ 21
 Ships                                10            10
 Information Technology                5             5
 Mission Systems                       8             9
 Integrated Systems                    4             4
 Space Technology                      8             8
                                    ----          ----
                                    $ 56          $ 57
                                    ----          ----

 ---------------------------------------------------------------------

             NORTHROP GRUMMAN CORPORATION              SCHEDULE 4
         SALES BY BUSINESS AREA WITHIN SEGMENTS
                    ($ in millions)
                      (unaudited) 

                                            FIRST QUARTER
                                         ------------------
                                           2004     2003 (1)
                                         -------    -------                                                                
 Electronic Systems
   Aerospace Systems                     $   392    $   356
   C4ISR & Naval Systems                     332        279
   Defensive Systems                         255        214
   Navigation Systems                        184        174
   Government Systems                        124         86
   Space Systems                             111        110
   Other                                     140        119
                                         -------    -------
                                           1,538      1,338
                                         -------    -------

 Ships
   Surface Combatants                        470        321
   Aircraft Carriers                         440        470
   Amphibious and Auxiliary                  306        203
   Submarines                                162        132
   Commercial and International               38         36
   Services and Other                         41         39
   Intrasegment Eliminations                 (13)        (6)
                                         -------    -------
                                           1,444      1,195
                                         -------    -------

 Information Technology
   Government Information Technology         753        624
   Enterprise Information Technology         176        182
   Technology Services                       159        153
   Commercial Information Technology         175        157
   Intrasegment Eliminations                 (33)       (25)
                                         -------    -------
                                           1,230      1,091
                                         -------    -------

 Mission Systems
   Command, Control & Intelligence
     Systems                                 723        557
   Missile Systems                           285        212
   Technical and Management Services         188        165
   Intrasegment Eliminations                 (13)       (11)
                                         -------    -------
                                           1,183        923
                                         -------    -------

 Integrated Systems
   Air Combat Systems                        712        516
   Airborne Early Warning/Electronic
     Warfare Systems                         280        179
   Airborne Ground Surveillance/Battle
     Management Systems                      156        130
   Intrasegment Eliminations                  (1)        --
                                         -------    -------
                                           1,147        825
                                         -------    -------

 Space Technology
   Intelligence, Surveillance &
     Reconnaissance                          237        188
   Civil Space                               155        118
   Software Defined Radios                   143         85
   Satellite Communications                  132        133
   Missile and Space Defense                  99         88
   Technology                                 52         45
   Intrasegment Eliminations                 (12)        (9)
                                         -------    -------
                                             806        648
                                         -------    -------
 Intersegment Eliminations                  (243)      (154)
                                         -------    ------- 
 Total Sales                             $ 7,105    $ 5,866
                                         -------    -------

  (1) Certain prior year amounts have been reclassified to conform 
      to the 2004 presentation.
 
  CONTACT:  Frank Moore (Media) 
          Northrop Grumman Corporation
          (310) 201-3335

          Gaston Kent (Investors) 
          Northrop Grumman Corporation
          (310) 201-3423