(EMAILWIRE.COM, November 26, 2001 ) LOS ANGELES -- Northrop Grumman Corporation (NYSE: NOC) today announced the successful completion of its public equity offerings. The company said it issued 9.2 million shares of common stock and 6.9 million equity security units, which include the exercise of the underwriters' over-allotment options.

Net proceeds from the sale of both common and equity security units totaled approximately $1.45 billion. The net proceeds will be used to reduce debt and for general corporate purposes.

Demand by institutional investors for the offerings was strong, according to Richard B. Waugh, Northrop Grumman corporate vice president and chief financial officer.

"The enthusiastic reception by the investment community further indicates Wall Street's ongoing confidence in the company's business prospects and opportunities," Mr. Waugh said.

J.P. Morgan and Salomon Smith Barney were 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.

Note: Certain statements and assumptions in this release contain or are based on "forward-looking" information (that each of the companies believe to be within the definition in the Private Securities Litigation Reform Act of 1995) and involve risks and uncertainties. Such "forward-looking" information includes the statements above as to the impact of the proposed acquisition on revenues. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the companies' control. These include each of the companies' ability to successfully integrate the
operations of acquired companies including Newport News Shipbuilding, assumptions with respect to future revenues, expected program performance, and the outcome of contingencies. The companies' 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 factors, including, without limitation,
each of the companies' successful performance of internal plans; government customers' budgetary restraints; 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; 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; legal, financial, and governmental risks related to international transactions and global needs for military aircraft, military and civilian electronic systems and support and information technology; as well as other economic, political and technological risks and uncertainties and other risk factors set out in each of the companies' filings from time to time with the Securities and Exchange Commission, including, without limitation, each of the companies' reports on Form 10-K and Form 10-Q.

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Contact:
Frank Moore (Media) (310) 201-3335
Gaston Kent (Investors) (310) 201-3423

Contact Information:
Northrop Grumman Corporation
Joseph Nchor
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