Northrop Grumman Announces Pricing of Common Stock

Northrop Grumman Corporation today announced the public offerings of 8 million shares of common stock at $88.50 per share and 6 million equity security units at $100 per unit with a 7.25 percent coupon and a 22 percent conversion premium. The company also granted the underwriters an option to purchase up to an additional 1.2 million shares of common stock to cover over-allotments, if any, and an option to purchase up to an additional 900,000 equity security units to cover over-allotments, if any. Each equity security unit will initially consist of a contract to purchase shares of Northrop Grumman common stock on Nov. 16, 2004 and a $100 senior note due 2006. The offerings were priced yesterday and are expected to close on Nov. 21, 2001.

Net proceeds from the sale of both common and equity security units are expected to be approximately $1.3 billion, assuming the over-allotment options are not exercised. The net proceeds will be used to reduce debt and for general corporate purposes.

The underwriters will donate 25,000 of the 8 million shares of common stock they are purchasing from Northrop Grumman in this offering to the Twin Towers Fund. Each underwriter's donation will be based on its proportionate participation in the concurrent offerings. J.P. Morgan and Salomon Smith Barney are joint book-running managers for both offerings.