LOS ANGELES, May 21, 2001 (PRIMEZONE) -- Northrop Grumman Corporation (NYSE:NOC) announced today that its stockholders voted at the company's annual meeting to approve the issuance of Northrop Grumman common stock, par value $1.00 per share, upon conversion of the company's Series B preferred stock.

Shares of preferred stock were issued to holders of Litton Industries Inc. common stock as part of Northrop Grumman's offer to purchase or exchange all of Litton's outstanding stock.

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.

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  CONTACT:  Northrop Grumman Corporation, Los Angeles
          Bob Bishop (Media) 
          (310) 201-3335
          Gaston Kent (Investors)
          (310) 201-3423