<PAGE>
                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
                      the Securities Exchange Act of 1934

    Filed by the Registrant /X/
    Filed by a Party other than the Registrant / /
    Check the appropriate box:
    /X/  Preliminary Proxy Statement
    / /  Definitive Proxy Statement
    / /  Definitive Additional Materials
    / /  Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or  Section
         240.142-12

                                      NORTHROP CORPORATION
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
                                      NORTHROP CORPORATION
- --------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
/ /  $500 per  each party  to  the controversy  pursuant  to Exchange  Act  Rule
     14a-6(i)(3)
/ /  Fee   computed  on   table  below   per  Exchange   Act  Rules  14a-6(i)(4)
     and 0-11
     1) Title of each class of securities to which transaction applies:
        ------------------------------------------------------------------------
     2) Aggregate number of securities to which transaction applies:
        ------------------------------------------------------------------------
     3) Per unit  price  or  other  underlying  value  of  transaction  computed
        pursuant to Exchange Act Rule 0-11:*
        ------------------------------------------------------------------------
     4) Proposed maximum aggregate value of transaction:
        ------------------------------------------------------------------------
*    Set forth the amount on which the filing fee is calculated and state how it
     was determined.
/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the  filing for which the  offsetting fee was paid
     previously. Identify the previous filing by registration statement  number,
     or the Form or Schedule and the date of its filing.
     1) Amount Previously Paid:
        ------------------------------------------------------------------------
     2) Form, Schedule or Registration Statement No.:
        ------------------------------------------------------------------------
     3) Filing Party:
        ------------------------------------------------------------------------
     4) Date Filed:
        ------------------------------------------------------------------------

<PAGE>
                                     [LOGO]

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                              AND PROXY STATEMENT

                                     NOTICE

    Notice  is hereby given that the  Annual Meeting of Stockholders of Northrop
Corporation (the "Company") will  be held on Wednesday,  May 18, 1994, at  10:00
A.M. at the Sheraton Los Angeles Airport Hotel, 6101 West Century Boulevard, Los
Angeles, California 90045 for the following purposes:

    (1)  To elect four  Class III directors  to hold office  for three years and
       until their respective successors are elected and qualified.

    (2) To  consider  and act  upon  a proposal  to  ratify the  appointment  of
       Deloitte & Touche as the Company's independent auditors.

    (3)  To consider and act  upon a proposal to  amend the Northrop Corporation
       Certificate of Incorporation  to change  the corporate  name to  Northrop
       Grumman Corporation.

    (4) To consider and act upon such other business as may properly come before
       the Annual Meeting or any adjournments thereof.

    Stockholders  of record  at the  close of  business on  March 22,  1994, are
entitled to receive notice of and to vote at the Annual Meeting.

                                          By order of the Board of Directors,

                                          SHEILA M. GIBBONS
                                          CORPORATE VICE PRESIDENT AND SECRETARY

1840 Century Park East
Los Angeles, California 90067
April 18, 1994

                                    IMPORTANT
      TO ASSURE YOUR REPRESENTATION AT  THE ANNUAL MEETING, PLEASE SIGN  AND
    MAIL  PROMPTLY  THE  ENCLOSED  PROXY  FOR  WHICH  A  RETURN  ENVELOPE IS
    PROVIDED. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

<PAGE>
                                PROXY STATEMENT
                              GENERAL INFORMATION

    This  Proxy Statement,  which is part  of the accompanying  Notice of Annual
Meeting of Stockholders, is  furnished in connection  with the solicitation,  by
the Board of Directors of Northrop Corporation (the "Company"), of proxies to be
used at the Company's 1994 Annual Meeting of Stockholders (the "Annual Meeting")
and  at any  and all  adjournments of  such Annual  Meeting. If  a proxy  in the
accompanying form is duly executed and returned, the shares represented by  such
proxy  will be voted as indicated. Any  person executing the proxy may revoke it
prior to its exercise. Unless otherwise directed in the accompanying proxy,  the
persons  named therein (or their substitutes) will  vote FOR the election of the
four director nominees listed  below under "Election of  Directors" and FOR  the
proposal  to ratify  the appointment  of Deloitte  & Touche  as auditors  of the
Company for the year ending  December 31, 1994. As  to any other business  which
may  properly come  before the  Annual Meeting, the  named proxies  will vote in
accordance with their best judgment. The Company does not presently know of  any
other such business.

    At  the close of business on February  22, 1994 there were 49,132,906 shares
of Common Stock of the Company, par value $1.00 per share (the "Common  Stock"),
outstanding.  Only holders of record of Common Stock at the close of business on
March 22, 1994 are entitled to notice of, and to vote at, the Annual Meeting  or
any  adjournment thereof. Each  share of Common  Stock is entitled  to one vote.
Proxies for  shares  marked "abstain"  on  a matter  will  be considered  to  be
represented at the meeting, but not voted, for these purposes. Shares registered
in  the names of brokers  or other "street name"  nominees for which proxies are
voted on some but not  all matters will be considered  to be represented at  the
meeting,  but will be considered  to be voted only  as to those matters actually
voted.

    The principal office of  the Company is located  at 1840 Century Park  East,
Los  Angeles, California 90067. This Proxy Statement  and the form of proxy will
be sent to stockholders commencing approximately April 18, 1994.

                               VOTING SECURITIES

    The following table lists the beneficial  ownership of each person or  group
who,  as of December 31,  1993, owned to the  Company's knowledge more than five
percent of the Company's Common Stock then outstanding.


<TABLE>
<CAPTION>
                                                                    AMOUNT AND NATURE OF     PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER                                BENEFICIAL OWNERSHIP       CLASS
- ----------------------------------------------------------------  ------------------------  ------------
<S>                                                               <C>                       <C>
Bankers Trust Company (a).......................................       6,149,445 shares(b)        12.6%
400 So. Hope Street, Los Angeles, CA 90071
U.S. Trust Company of California, N.A. (c)......................       7,574,800 shares(d)        15.5%
555 So. Flower St., Los Angeles, CA 90071-2429
Wellington Management Company...................................       3,921,310 shares(e)         8.0%
75 State Street, Boston, MA 02109
<FN>
- ------------------------
(a)   Bankers Trust  Company  is  Trustee (the  "Trustee")  under  the  Northrop
      Corporation Employee Benefit Plans Master Trust (the "Trust").
(b)   These  shares  are  held under  the  Northrop Savings  Plan,  the relevant
      portion of which is an Employee  Stock Ownership Plan, for the account  of
      (but  not  beneficially owned  by) the  Trustee.  The Trustee  votes these
      shares   in    accordance   with    instructions   received    from    the
      employee-participants  in such Plan to whose accounts the shares have been
      allocated. Undirected shares are  voted in the  same proportion as  shares
      for which instructions are received.
</TABLE>


                                       1

<PAGE>

<TABLE>
<S>   <C>
(c)   U.S. Trust Company is an Investment Manager (the "Investment Manager") for
      the  Northrop Retirement Plan and the  pension plans for certain divisions
      of the Company (the "Retirement  Plans"); under the Trust, the  Investment
      Manager  has responsibility for the management and control of the Northrop
      shares held in the Trust as assets of the Retirement Plans.
(d)   These shares are held for the  account of (but not beneficially owned  by)
      the  Trustee. The Investment  Manager has voting  power over these shares,
      except in the event of a contested election of directors or in  connection
      with  a tender offer. In such case the shares are voted in accordance with
      instructions received from eligible participants in the Retirement  Plans.
      Undirected  shares are  voted in the  same proportion as  shares for which
      instructions are received.
(e)   This information was  provided by Wellington  Management Company  ("WMC").
      According  to  WMC,  as  of  the date  set  forth  above,  WMC  had shared
      dispositive power over 3,921,310 shares but shared voting power over  only
      911,160 shares.
</TABLE>


STOCK OWNERSHIP OF OFFICERS AND DIRECTORS

    The  total number of shares of Common Stock beneficially owned by directors,
nominees and Named Executive Officers  and all directors and executive  officers
as a group at the close of business on February 22, 1994 was as follows:


<TABLE>
<CAPTION>
                                                           AMOUNT AND NATURE OF    PERCENT OF
NAME OF BENEFICIAL OWNER                                 BENEFICIAL OWNERSHIP (1)     CLASS
- -------------------------------------------------------  ------------------------  -----------
<S>                                                      <C>                       <C>
Oliver C. Boileau, Jr..................................        27,390                   *
Jack R. Borsting.......................................         1,570                   *
John T. Chain, Jr. ....................................           570                   *
Jack Edwards...........................................           170                   *
Barbara C. Jordan......................................           570                   *
Kent Kresa.............................................       583,416                 1.2 %
Richard R. Molleur.....................................        13,666                   *
Aulana L. Peters.......................................           370                   *
John Robson............................................         1,070                   *
Richard M. Rosenberg...................................         1,070                   *
William F. Schmied.....................................         2,070                   *
Brent Scowcroft........................................           670                   *
John Slaughter.........................................            70                   *
Wallace C. Solberg.....................................        72,250                   *
Richard J. Stegemeier..................................         1,070                   *
Richard B. Waugh, Jr...................................         9,459                   *
    Total..............................................       715,451                 1.5 %
Directors and executive officers as a group............       774,533                 1.6 %
<FN>
- ------------------------
 *    Denotes ownership of less than 1% of the outstanding shares
(1)   Includes  shares which, as of March 15, 1994, may be acquired within sixty
      days pursuant to  the exercise  of options  (which shares  are treated  as
      outstanding  for  the  purposes of  determining  beneficial  ownership and
      computing the  percentage  set forth);  shares  held by  trusts  of  which
      directors and their wives are trustees; shares held by a trust in which an
      officer and director is trustee; Restricted Award Shares held by the Named
      Executive  Officers,  issued pursuant  to  the Long-Term  Incentive Plans,
      which shares  carry voting  and dividend  rights; and  shares held  as  of
      December  31,  1993  in  the  Northrop Savings  Plan  for  the  benefit of
      officers.
</TABLE>


                                       2

<PAGE>
                             ELECTION OF DIRECTORS

    Under the  Company's  Certificate of  Incorporation,  which provides  for  a
classified  Board of Directors, four  directors in Class III  will be elected at
the 1994 Annual Meeting  to hold office  for three years  until the 1997  Annual
Meeting  of Stockholders and  until their successors have  been duly elected and
qualified. Unless instructed  otherwise, the persons  named in the  accompanying
proxy  (or their substitutes) will vote the shares represented by such proxy for
the election of the  four Class III  Director Nominees listed  in the table  set
forth  below. In case any of such nominees shall become unavailable for election
to the Board of Directors, an event which is not anticipated, the persons  named
as  proxies (or their  substitutes) shall have full  discretion and authority to
vote or  refrain from  voting for  any other  nominee in  accordance with  their
judgment.

    The  following  information,  furnished with  respect  to each  of  the four
nominees for election as a Class III director, and each of the five Class I  and
five  Class II directors whose terms will  continue after the Annual Meeting, is
obtained from the Company's  records or from  information furnished directly  by
the  individual to the  Company. All the  nominees are presently  serving on the
Board of Directors.  It is the  Company's policy  that members of  the Board  of
Directors are ineligible to stand for election to the Board of Directors if they
will  have  attained age  70  by the  date of  the  Company's Annual  Meeting of
Stockholders at which such election is held.

                       NOMINEES FOR DIRECTOR -- CLASS III

JOHN T. CHAIN, JR.,  59.  EXECUTIVE  VICE   PRESIDENT,  SAFETY   AND   CORPORATE
                          SUPPORT, BURLINGTON NORTHERN RAILROAD COMPANY.

ELECTED 1991
CHAIRMAN OF THE EXECUTIVE COMMITTEE; MEMBER OF THE AUDIT COMMITTEE.

During  his  military career,  John T.  Chain, Jr.  held a  number of  Air Force
commands. In 1978,  he became  military assistant to  the Secretary  of the  Air
Force.  In 1984, he became the Director of Politico-Military Affairs, Department
of State. General Chain has been Chief of Staff for Supreme Headquarters  Allied
Powers  Europe, and Commander in Chief, Strategic Air Command, the position from
which he  retired in  February 1991.  In March  1991, he  became Executive  Vice
President  of  Operations  for  Burlington Northern  Railroad,  serving  in that
capacity until  March of  1992. General  Chain is  a member  of the  Council  on
Foreign  Relations and  Chairman of  the Wellness  Council of  America. He  is a
director of Kemper Corporation.

JACK EDWARDS,  65.  PARTNER, HAND, ARENDALL, BEDSOLE, GREAVES & JOHNSTON.
ELECTED 1991
MEMBER OF THE EXECUTIVE AND THE AUDIT COMMITTEES.

Jack Edwards was elected in 1964 to  the House of Representatives and served  in
the Congress for twenty years representing the First District of Alabama. In his
tenure  in the  House, Mr.  Edwards served  on the  Appropriations Committee for
sixteen  years,  including  ten  years  as  Senior  Republican  on  the  Defense
Subcommittee,  and  sixteen years  on the  Transportation Subcommittee.  He also
served on the Banking, Finance and Urban Affairs Committee. He retired from  the
Congress  in January 1985 and became a partner  in his current law firm. He is a
director of Southern Company, Holnam Inc., and Dravo Corporation. Mr. Edwards is
also a member of the Board of Trustees of the University of Alabama System.

                                       3

<PAGE>
KENT KRESA,  55.  CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER.
ELECTED 1987

Before joining Northrop Corporation, Kent Kresa was associated with the  Lincoln
Laboratories  of M.I.T.  and the Defense  Advanced Research  Projects Agency. In
1975, he joined  Northrop as  Vice President  and Manager  of the  Corporation's
Research  and  Technology  Center.  He became  General  Manager  of  the Ventura
Division in 1976, Group Vice President of the Aircraft Group in 1982 and  Senior
Vice  President for  Technology and Development  in 1986. Mr.  Kresa was elected
President and Chief Operating  Officer of Northrop in  1987. He was named  Chief
Executive  Officer in  1989 and Chairman  of the Board  in 1990. Mr.  Kresa is a
member of the Massachusetts Institute  of Technology Visiting Committee for  the
Department  of Aeronautics and Astronautics, a  Fellow of the American Institute
of Aeronautics  and  Astronautics, serves  on  the  Board of  Governors  of  the
Aerospace  Industries  Association,  on  the  Board  of  Directors  of  Chrysler
Corporation, Atlantic  Richfield  Company, and  the  Los Angeles  World  Affairs
Council,  and  is also  a  director of  the John  Tracy  Clinic for  the hearing
impaired.

BRENT SCOWCROFT,  69.  LIEUTENANT GENERAL, USAF (RET.)  AND FORMER ASSISTANT  TO
                       THE PRESIDENT FOR NATIONAL SECURITY AFFAIRS.

ELECTED 1993
MEMBER   OF  THE  COMPENSATION  AND   MANAGEMENT  DEVELOPMENT  AND  THE  FINANCE
COMMITTEES.

General Scowcroft served  as Assistant  to the President  for National  Security
Affairs  for  Presidents Bush  and  Ford. A  retired  U.S. Air  Force Lieutenant
General, General Scowcroft  served in  numerous national security  posts in  the
Pentagon  and the  White House  prior to  his appointments  as Assistant  to the
President for  National Security  Affairs. He  also held  a number  of  teaching
positions  at West  Point and the  Air Force Academy,  specializing in political
science. He received his B.S. degree from West Point, and M.A. and Ph.D. degrees
from Columbia University. General Scowcroft is also a director of Pennzoil.

                        CONTINUING DIRECTORS -- CLASS I

JACK R. BORSTING,  65.  E. MORGAN STANLEY PROFESSOR OF BUSINESS  ADMINISTRATION,
                        UNIVERSITY OF SOUTHERN CALIFORNIA.

ELECTED 1991
CHAIRMAN  OF THE NOMINATING COMMITTEE; MEMBER OF THE COMPENSATION AND MANAGEMENT
DEVELOPMENT AND THE FINANCE COMMITTEES.

Dr. Jack Borsting was at the  Naval Postgraduate School in Monterey,  California
from 1959 to 1980. During his tenure at Monterey, he was professor of Operations
Research,  Chairman of the Department  of Operations Research and Administration
Science, and Provost and Academic Dean. Dr. Borsting was Assistant Secretary  of
Defense  (Comptroller) from 1980 to  1983 and Dean of  the School of Business at
the University of Miami from 1983 to 1988. From 1988 to 1994, he was the  Robert
R.  Dockson professor and Dean  of the School of  Business Administration at the
University of Southern California, Los Angeles. He is past president of both the
Operations Research  Society of  America and  the Military  Operations  Research
Society. He is currently a trustee of the Orthopaedic Hospital Foundation of Los
Angeles and serves as a director of Delta Research and TROLearning.

                                       4

<PAGE>
AULANA L. PETERS,  52.  PARTNER, GIBSON, DUNN & CRUTCHER.
ELECTED 1992
MEMBER OF THE EXECUTIVE AND THE AUDIT COMMITTEES.

Aulana  L. Peters  joined the law  firm of Gibson,  Dunn & Crutcher  in 1973. In
1980, she was named a partner in the  firm and continued in the practice of  law
until  1984 when she  accepted an appointment as  Commissioner of the Securities
and Exchange Commission. In  1988, after serving four  years as a  Commissioner,
she  returned to Gibson, Dunn  & Crutcher. Mrs. Peters is  a director of 3M, the
New York Stock Exchange, IDS Mutual Fund Group and Mobil Corporation.

RICHARD M. ROSENBERG,  63.  CHAIRMAN OF THE BOARD  AND CHIEF EXECUTIVE  OFFICER,
                            BANKAMERICA  CORPORATION  AND BANK  OF AMERICA  NT &
                            SA.

ELECTED 1991
CHAIRMAN OF THE FINANCE COMMITTEE AND MEMBER OF THE NOMINATING COMMITTEE.

Richard M. Rosenberg became Chairman and Chief Executive Officer of  BankAmerica
Corporation  (BAC)  and Bank  of  America in  May  1990 after  having  served as
President since February, 1990 and as Vice Chairman of the Board and a  director
of  BAC and  the Bank  since 1987.  Before joining  BankAmerica Corporation, Mr.
Rosenberg  served  as  President  and   Chief  Operating  Officer  of   Seafirst
Corporation  and  Seattle-First  National  Bank which  he  joined  in  1986. Mr.
Rosenberg is  a  retired Commander  in  the U.S.  Navy  Reserve, a  director  of
Airborne  Express  and  Potlatch Corporation,  a  trustee of  the  University of
Southern California and the California Institute  of Technology and a member  of
the  Federal Advisory Council of  the Board of Governors  of the Federal Reserve
System.

WALLACE C. SOLBERG,  62.  CORPORATE VICE PRESIDENT AND GENERAL MANAGER, AIRCRAFT
                          DIVISION.

ELECTED 1992
MEMBER OF THE EXECUTIVE COMMITTEE.

Before joining Northrop Corporation, Wallace C. Solberg was a research  engineer
at  the  Hotpoint  Division  of  General Electric  Company.  In  1959  he joined
Hallicrafters Company which  was acquired by  Northrop in 1966  and renamed  the
Defense  Systems  Division. While  at  Northrop he  has  held such  positions as
Manager of Engineering,  Program Management, Customer  Requirements and  Finance
before  being named Vice President and General  Manager of the Division in 1974.
In November 1990, when Northrop integrated its three electronics operations, Mr.
Solberg was named  Vice President  and General  Manager of  the new  Electronics
Systems  Division. In  November 1991 he  was named Corporate  Vice President and
General Manager of the Aircraft Division.

RICHARD J. STEGEMEIER,  65.  CHAIRMAN  AND  CHIEF   EXECUTIVE  OFFICER,   UNOCAL
                             CORPORATION, AN ENERGY RESOURCES COMPANY.

ELECTED 1990
CHAIRMAN OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE; MEMBER OF THE
FINANCE COMMITTEE.

Richard  J.  Stegemeier  joined  Union  Oil  Company  of  California,  principal
operating subsidiary of  Unocal Corporation,  in 1951. Mr.  Stegemeier has  been
Chairman  of  the  Board for  Unocal  Corporation  since April  1989,  and Chief
Executive Officer  since July  1988. From  December  1985 to  June 1992  he  was
President  for Unocal Corporation. Mr. Stegemeier  is Chairman of the California
Chamber of Commerce and the

                                       5

<PAGE>
Los Angeles  World Affairs  Council and  a  member of  the National  Academy  of
Engineering,  the Council on  Foreign Relations, the Advisory  Board of the U.S.
Secretary of Energy, The Conference Board and the California Council on  Science
and  Technology. He is a director of First Interstate Bancorp, Foundation Health
Corporation and Outboard Marine Corporation.

                        CONTINUING DIRECTORS -- CLASS II

OLIVER C. BOILEAU, JR.,  67.  CORPORATE VICE  PRESIDENT, PRESIDENT  AND  GENERAL
                              MANAGER, B-2 DIVISION.

ELECTED 1992
MEMBER OF THE FINANCE COMMITTEE.

Oliver C. Boileau, Jr. joined The Boeing Company in 1953 as a research engineer.
He  progressed through several technical and  management positions and was named
Vice President in 1968 and then President of Boeing Aerospace in 1973. In  1980,
he  joined General Dynamics as President and a member of the Board of Directors.
In January 1988, Mr. Boileau was promoted  to Vice Chairman and then retired  in
May  1988.  Mr. Boileau  joined Northrop  Corporation in  December 1989  as Vice
President and  President and  General Manager  of  the B-2  Division. He  is  an
Honorary  Fellow of  the American Institute  of Aeronautics  and Astronautics, a
member of the  National Academy  of Engineering, the  Board of  Trustees of  St.
Louis   University,   and   Chairman   of   the   Massachusetts   Institute   of
Technology-Lincoln Laboratory Advisory Board.

BARBARA C. JORDAN,  58.  LYNDON B. JOHNSON SCHOOL OF PUBLIC AFFAIRS,  UNIVERSITY
                         OF TEXAS AT AUSTIN.

ELECTED IN 1993
MEMBER OF THE AUDIT, THE EXECUTIVE AND THE NOMINATING COMMITTEES.

After  graduating MAGNA  CUM LAUDE  from Texas  Southern University,  Ms. Jordan
received her LLB from Boston University in  1959. She was admitted to the  Texas
and  Massachusetts bars the same year and  began her career as an Administrative
Assistant to a County  Judge in Harris  County, Texas. In  1966, Ms. Jordan  was
elected  to the Texas State Senate  and in 1972 she became  a member of the 93rd
Congress, representing  the 18th  District of  Texas. As  a Congressperson,  Ms.
Jordan  was  a member  on the  Judiciary  and Government  Operations Committees.
During the 94th Congress, she was a member of the Steering and Policy  Committee
of  the House  Democratic Caucus.  After serving three  terms in  the House, Ms.
Jordan assumed her current  association with the University  of Texas. She is  a
director  of The Mead Corporation,  Burlington Northern Railroad, Texas Commerce
Bankshares, Inc. and the Federal Home Loan Mortgage Corporation.

JOHN E. ROBSON,  63.  SENIOR ADVISOR,  ROBERTSON STEVENS  & COMPANY,  INVESTMENT
                      BANKERS.

ELECTED 1993
MEMBER   OF  THE  COMPENSATION  AND   MANAGEMENT  DEVELOPMENT  AND  THE  FINANCE
COMMITTEES.

From 1989 to 1993, Mr.  Robson served as Deputy  Secretary of the United  States
Treasury.  Prior to that, he  was Dean and Professor  of Management at the Emory
University School of  Business Administration (1986-1989),  President and  Chief
Executive  Officer and Executive  Vice President and  Chief Operating Officer of
G.D. Searle & Co., a pharmaceutical  company (1977-1986). From 1975 to 1977,  he
served as Chairman of the U.S. Civil Aeronautics Board, regulator of the airline
industry.  Mr. Robson earned his B.A. from Yale University in 1952 and his J.D.,
with   honors,    from   Harvard    Law   School    in   1955.    He   was    in

                                       6

<PAGE>
the  U.S. Army from 1955 to 1957 and returned to Illinois to become a partner in
a major Chicago law firm. Mr. Robson became General Counsel of the Department of
Transportation in  1967.  In 1968,  he  was  appointed Under  Secretary  of  the
Department  of Transportation, leaving  government service in  1969 to return to
the private practice of law as a partner of Sidley & Austin, into which his  old
law  firm merged. Mr. Robson is a  director of Rand McNally Company and Security
Capital  Industrial  Trust,  a  Distinguished  Visiting  Fellow  of  the  Hoover
Institution and a Visiting Fellow at the Heritage Foundation.

WILLIAM F. SCHMIED,  65.  RETIRED  CHAIRMAN, PRESIDENT AND  CHIEF EXECUTIVE, THE
                          SINGER COMPANY, FORMERLY AN ELECTRONICS AND  AEROSPACE
                          COMPANY.
ELECTED 1990
CHAIRMAN  OF  THE AUDIT  COMMITTEE; MEMBER  OF  THE COMPENSATION  AND MANAGEMENT
DEVELOPMENT COMMITTEE.

William F. Schmied  joined the  Autonetics Division of  North American  Aviation
(Rockwell  International) in 1953 as a research electronics engineer. In 1959 he
joined the  newly  formed  Guidance  and  Control  Systems  Division  of  Litton
Industries   and  progressed  through  a  number  of  technical  and  management
positions. He joined the  Singer Company Kearfott Division  in 1969 as  Division
President  and advanced  through the  Aerospace &  Marine Systems  Group and the
Products & Services for Government Group until he was named President and  Chief
Operating  Officer  of Singer  in  1980. In  1987  Mr. Schmied  was  named Chief
Executive and Chairman of the Board, the position from which he retired in  1988
following  the acquisition of The Singer Company  by an investment group. He has
been  a  director  of  Northeast  Bancorp,  Inc.,  Union  Trust  Company,  Tiger
International,  Flying Tiger Line, Inc., and trustee of the Link Foundation. Mr.
Schmied is a fellow of the American Institute of Aeronautics and Astronautics.

JOHN BROOKS SLAUGHTER,  59.  PRESIDENT, OCCIDENTAL COLLEGE.
ELECTED 1993
MEMBER OF THE AUDIT AND THE NOMINATING COMMITTEES.

Dr. Slaughter earned his B.S.E.E. from Kansas State University in 1956, and  was
an  electronics engineer with General Dynamics Convair in San Diego from 1956 to
1960. He earned his M.S. in Engineering from the University of California at Los
Angeles in 1961  and was with  the Naval Electronics  Laboratories in San  Diego
from  1960 until 1975. In 1971, Dr. Slaughter was awarded a Ph.D. in Engineering
Sciences from the University of California at San Diego. In 1975, he joined  the
University  of Washington  as a director  of the applied  physics laboratory and
became  academic  Vice  President  and,  later,  Provost  of  Washington   State
University  from  1979  to 1980.  During  this  period, Dr.  Slaughter  was also
associated with the  National Science  Foundation, first  as Assistant  Director
and,  later,  as Director.  From 1982  through  1988, he  was Chancellor  of the
University of Maryland and  in 1988 he became  President of Occidental  College.
Dr.  Slaughter, who is  a fellow of  the I.E.E.E. and  the recipient of numerous
honorary doctoral degrees, serves on the  Board of Directors of Monsanto,  ARCO,
Avery Dennison, and IBM.

MEETINGS OF THE BOARD OF DIRECTORS, COMMITTEES OF THE BOARD AND DIRECTORS' FEES

    The  Board  of Directors  schedules  regular meetings  throughout  the year.
Normally, such  meetings  convene  at  the Company's  principal  office  in  Los
Angeles.  Provision has  been made  in the  Bylaws for  special meetings  of the
Board, should they be  required, and for meetings  of the various committees  of
the  Board at appropriate times. In 1993 nine meetings of the Board of Directors
were held. During  1994 the Board  has scheduled eight  regular meetings of  the
Board.

                                       7

<PAGE>
    The   Company  has  an  Audit   Committee,  a  Compensation  and  Management
Development Committee and a Nominating Committee,  each of which is composed  of
at  least three members, all of whom  must be "Independent Outside Directors" as
defined in the Company's Bylaws. The members of the Audit Committee are  William
F.  Schmied, John  T. Chain,  Jr., Jack  Edwards, Barbara  C. Jordan,  Aulana L.
Peters,  and  John  Brooks  Slaughter.  The  members  of  the  Compensation  and
Management  Development Committee are  Richard J. Stegemeier,  Jack R. Borsting,
John E.  Robson, William  F. Schmied  and Brent  Scowcroft. The  members of  the
Nominating  Committee  are  Jack  R. Borsting,  Barbara  C.  Jordan,  Richard M.
Rosenberg and John Brooks Slaughter. During  1993, the Audit Committee met  five
times,  the Compensation and Management Development Committee met five times and
the Nominating Committee met once.

    The Audit Committee meets periodically  with both the Company's  independent
auditors  and the Company's  chief internal auditor to  review audit results and
the adequacy of  the Company's systems  of internal controls.  In addition,  the
Audit  Committee  recommends  to  the  Board  of  Directors  the  appointment or
discharge of the Company's independent  auditors, and reviews each  professional
service  of a  non-audit nature  to be provided  by the  independent auditors to
evaluate the impact  on the  independence of  the auditors  of undertaking  such
added services.

    The  Compensation  and Management  Development  Committee recommends  to the
Board of Directors  the base salary  and incentive compensation  of all  elected
officers,  takes  final  action  with  respect  to  base  salary  and  incentive
compensation for  certain other  officers  and key  employees, and  reviews  the
Company's  compensation policies and management actions to assure the succession
of qualified officers.  In addition,  this Committee  establishes the  Company's
annual  performance objectives under the Company's incentive compensation plans,
recommends to the Board of Directors  the amounts to be appropriated for  awards
under  such  plans,  recommends  to  the Board  of  Directors  awards  under the
Company's 1973  Incentive Compensation  Plan (the  "1973 Plan"),  grants  awards
under, administers the Company's Long-Term Incentive Plans and recommends to the
Board of Directors all compensation plans in which Company officers are eligible
to participate.

    The  Nominating  Committee  reviews  candidates to  serve  as  directors and
recommends to the  Board of Directors  nominees for election  as directors.  The
activities  and associations of each candidate are examined to ensure that there
is no legal impediment, conflict of interest, or other consideration that  might
prevent service on the Board of Directors. In making its selection, the Board of
Directors  bears in mind that the foremost responsibility of a Northrop director
is to represent the interests of the stockholders as a whole. The Committee will
consider nominees  recommended by  stockholders if  such nominations  have  been
submitted  in  writing,  accompanied  both  by  a  description  of  the proposed
nominee's qualifications  and  an indication  of  the consent  of  the  proposed
nominee  and  relevant biographical  information.  The recommendation  should be
addressed to the Committee in care of the Secretary of the Company. In addition,
the Nominating  Committee  makes  recommendations  to  the  Board  of  Directors
concerning  the composition  and size of  the Board of  Directors, candidates to
fill vacancies, the performance of incumbent directors, and the remuneration  of
Non-Employee Directors.

    In addition, the Company has an Executive Committee and a Finance Committee.

    During  1993, each  of the directors  attended at  least 75% or  more of all
meetings of the  Board of  Directors and the  various committees  on which  they
serve, with the exception of Barbara C. Jordan and Brent Scowcroft.

                                       8

<PAGE>
    Directors  are  compensated  for  their  services  according  to  a standard
arrangement authorized  by  resolution of  the  Board of  Directors.  An  annual
retainer  fee of  $25,000 was  paid to  each director  and an  additional fee of
$1,000 was paid to each director  for every Board meeting attended during  1993.
Committees  of  the Board  usually meet  on the  same day  as the  regular Board
meeting. Members of each committee  who attended such meetings were  compensated
at  the rate of $1,000 for each  such committee meeting. Committee chairmen were
compensated an extra  $200 for attendance  at the committee  meetings for  which
they were chairmen. If a director performed extraordinary services for the Board
at the request of the Chairman of the Board or the chairman of a committee, such
director was compensated at the rate of $1,000 per day. Directors are reimbursed
for  all reasonable expenses incurred by them in attending meetings of the Board
of Directors or committee meetings  and in performing compensable  extraordinary
services.  Board  members  who  are  employees of  the  Company  do  not receive
compensation under the above provisions.

    In 1993,  the stockholders  approved the  1993 Stock  Plan For  Non-Employee
Directors  which provides that 20%  of the retainer fee  earned by each director
will be paid  in Northrop stock,  which will  be issued as  soon as  practicable
following  the close of the fiscal year,  on December 31. In addition, directors
may defer payment of all  or a portion of  their remaining retainer fees  and/or
their  Board and  Committee meeting  fees. Deferred  compensation may  either be
distributed in Northrop stock, issued as soon as practicable after the close  of
the  fiscal year,  or such compensation  may be  placed in a  Stock Unit Account
until the conclusion of a director-specified  deferral period, a minimum of  two
years  from the time the compensation  is earned. All deferral instructions must
be received prior to the performance of  the services for which the director  is
compensated. Directors are credited with dividend equivalents in connection with
the  Northrop stock which  is distributed early  in the year  following the year
earned or  deferred into  the Stock  Unit Account  for longer  periods,  pending
distribution.

    The  Northrop Corporation Board of Directors Retirement Plan (the "Directors
Plan") provides that outside directors, as defined in the Bylaws of the Company,
are eligible to receive a retirement  benefit pursuant to the Directors Plan  if
they  retire  from the  Board  following completion  of  at least  five  or more
consecutive years of service as an  outside Board member. Outside directors  are
also  eligible for benefits if they are  ineligible to stand for election to the
Board of Directors by  virtue of the  fact that they will  have attained age  70
prior to the Annual Meeting of Stockholders and have not completed at least five
consecutive  years of service as an outside director. The annual benefit payable
pursuant to the Directors Plan  is equal to the  annual retainer fee then  being
paid  to active  directors or such  lesser amount  as is provided  for under the
Directors Plan. Benefits are payable for ten years or less (as set forth in  the
Directors  Plan), from the retirement  date of the director.  In the case of the
death of a director  while receiving benefits, the  benefits are payable to  the
director's surviving spouse, as defined in the Directors Plan.

                                       9

<PAGE>
                             COMPENSATION COMMITTEE

REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE

    The  Compensation  and  Management  Development Committee  of  the  Board of
Directors (the  "Committee") has  furnished the  following report  on  executive
compensation  applicable to  employees elected as  officers of  the Company. The
Committee is comprised exclusively of outside directors, all of whom are free of
interlocking relationships with the Company.

COMPENSATION PHILOSOPHY

    Under the  direction of  the Committee,  the Corporation  has developed  and
implemented  compensation policies and  programs that promote  the attainment of
the strategic business goals of the Company. As a vital element of the Company's
overall plan to accomplish its mission, its compensation philosophy is  designed
to enable acquisition and retention of executives of exceptional ability, and to
concentrate  their  attention,  energy  and  skill  on  achieving  high  current
performance on commitments  to customers, financial  results exceeding  specific
acceptable thresholds, and long-term prosperous growth.

    Northrop executive compensation programs comprise a set of linked incentives
and  rewards  that  impel  management to  achieve  the  strategic  business plan
established by  the  Chief  Executive  Officer and  approved  by  the  Board  of
Directors.  They include base salary,  annually determined variable compensation
referred to as incentive pay or bonus,  and a long-term incentive plan based  on
stock  ownership,  appreciation  and total  return  to  shareholders. Successful
accomplishment of  goals  tied to  the  business plan  can  produce  significant
individual  reward. Most components of this reward are at risk and vary directly
in their amount with each executive's impact on desired business results. While,
in combination, these  reward opportunities raise  motivation, they also  foster
behaviors  and attitudes common  to owners and  entrepreneurs -- creating equity
partners with Company shareholders.

    The Company's administration  of executive  total compensation  is based  on
both  performance  and  competitive  market  considerations.  Base  salaries  of
executives are targeted  at a competitive  market median on  a job-by-job  basis
with  individual variations explained by training, experience, skills of special
value to the  Company and sustained  performance. Incentive compensation  varies
directly with Company and business element performance, and also with individual
job  level,  scope  and performance.  Normalized  for  aforementioned individual
variations, annual total cash compensation -- base salary plus incentive pay  --
will  be  lower  than  competitive  market  median  in  years  of  below  target
performance, and above  competitive market median  in years performance  exceeds
target.  At the time  of their initial  grant, the size  of individual long-term
incentive awards is targeted at competitive market median.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)

    Section 162(m) of the Internal Revenue  Code (the "Code"), enacted in  1993,
generally  disallows a  deduction to public  companies for  compensation over $1
million paid to the  corporation's chief executive officer  and four other  most
highly compensated executive officers. Qualifying performance-based compensation
will not be subject to the deduction limit.

    Prior  to  the  enactment  of  Section  162(m),  the  Company's stockholders
approved the 1993 Long Term Incentive Stock Plan ("Stock Plan"). Initial  grants
of  certain awards  under that plan  while perfomance-based, do  not satisfy the
definition  of  performance-based   compensation  under   Section  162(m)   and,
therefore,  deductions  with respect  to compensation  related to  those initial
grants may

                                       10

<PAGE>
be lost. The 1973 Incentive Compensation  Plan ("1973 Plan") is also subject  to
Section 162(m) of the Code. With respect to the 1973 Plan, the impact of Section
162(m) for the tax year 1994 is not expected to be material.

    After  the proposed Internal Revenue Service regulations for this section of
the code are  finalized, the Committee  will determine if  changes to any  plans
will be recommended to retain tax deductibility of compensation.

MEASUREMENT OF COMPANY PERFORMANCE

    Consistent with the business plan, management in each organizational element
prepares   an  Annual   Operating  Plan  containing   strategic,  financial  and
supplemental business goals together with defined measures and weights for their
assessment. Strategic goals focus on such factors as new product development and
new business initiatives;  while financial  goals focus  on operating  earnings,
cash  flow and  shareholder value  metrics. Supplemental  business goals include
contract  acquisition,  productivity   and  quality   improvement,  work   place
diversity,  management  development, and  environmental management.  These goals
cascade  within  each  organizational   element  culminating  in  formation   of
individual  performance goals specific to each salaried employee. Documented and
approved in  accordance  with  the  Company's  Performance  Management  Process,
accomplishments  against individual goals  are evaluated on  an interim basis at
mid-year and, on a final basis, at year-end.

    For the Named  Executive Officers,  three measurement  factors weighted  1/3
each  are used  to determine annual  incentive awards: pre-tax  return on 3-year
average shareholder equity; profitability  as measured by  return on assets  and
return  on equity --  weighted equally; and supplemental  business goals such as
are delineated  above. Associated  with  each financial  measure is  a  specific
numerical  threshold approved by  the Committee below which  no value is earned.
Supplemental business  goals have  stated milestones,  objectives and  numerical
targets  also approved by  the Committee. In 1993,  the category of supplemental
business goals included seven corporate goals and 15 divisional goals.

    Annually, the  Committee  reviews, approves  and  -- at  its  discretion  --
modifies  the  Chief Executive  Officer's written  proposal  of goals  and their
numerical values within each of the three measurement factors stated above. Goal
performance  highlights  for  1993  can  be  found  below  in  ANNUAL  INCENTIVE
COMPENSATION and in CHIEF EXECUTIVE OFFICER COMPENSATION.

COMPANY PERFORMANCE AND THE ELEMENTS OF COMPENSATION

    COMPETITIVE COMPENSATION INFORMATION

    In  determining  base  salaries  and incentive  compensation  for  the Named
Executive Officers, primary sources of competitive compensation information  are
independent  surveys of industry peer companies, specifically including those in
the Standard & Poors Aerospace and Defense Index cited in the SHAREOWNER  RETURN
PERFORMANCE  PRESENTATION following  this Report. These  primary sources include
the Hewitt  Associates  MCS  Project  777 Survey  (Aerospace  Segment)  and  the
Towers-Perrin  Summit  Survey  of  Aerospace  Companies.  Secondary  sources  of
competitive compensation information are the Consolidated Industries Segment  of
Project  777, the Towers-Perrin Compensation Data Bank and the Hewitt Associates
Total Compensation DataBase-TM-.

    Competitive award guidelines contained in the Company's Long-Term  Incentive
Plan  Guide to  Administration have been  determined by  a reputable independent
consulting firm and adopted by the Committee.

                                       11

<PAGE>
    BASE SALARY

    At the  beginning  of each  year,  the  Committee reviews,  and  accepts  or
modifies  as it deems appropriate, an annual  salary plan submitted by the Chief
Executive Officer  for the  Company's senior  executives (other  than the  Chief
Executive  Officer). This  salary plan is  developed by  the Corporation's human
resources staff under  the ultimate  direction of the  Chief Executive  Officer,
based  on independent  market surveys  of compensation  as well  as judgments of
performance as  to past  and  expected future  contributions of  the  individual
executives.

    Separately,  the Committee  reviews the base  salary of  the Chief Executive
Officer considering competitive compensation data and the Committee's assessment
of his  past performance  and its  expectation of  his future  contributions  in
leading  the Corporation and its businesses.  The Committee then presents to the
Board (absent all  employee-directors) its recommendations  concerning both  the
annual  salary plan for senior executives, and the salary of the Chief Executive
Officer. The Board approves this submission, modified as it deems appropriate.

    Measured by  reputable third-party  published  compensation surveys  of  the
aerospace  and  defense industry,  the Chief  Executive Officer  is paid  a base
salary at  the  competitive market  median.  From the  Hewitt/MCS  '777'  Ten-Hi
Report,  a common standard for comparing  a company's compensation practices for
top executives below the Chief Executive  Officer, it can be concluded that  the
average base salary paid by the Corporation to this executive group is below the
competitive market median.

    ANNUAL INCENTIVE COMPENSATION

    Executives,  including  the  Named  Executive  Officers,  are  eligible  for
incentive pay annually  under the  Corporation's shareholder-approved  Incentive
Compensation  Plan. However, no awards may be  earned or paid for years in which
the pre-tax return on 3-year average shareholder equity is not at least 10%,  or
in  which no dividend is declared on common and preferred stock. When awards are
payable, their total  amount may  not exceed 3%  of the  pre-tax adjusted  gross
margin for that year.

    In  years in which incentive compensation  awards are payable, the Committee
decides individual  awards  for  the  Named  Executive  Officers  following  its
consideration  of  the Chief  Executive  Officer's report  of  overall corporate
performance against the  business measures  delineated above  in MEASUREMENT  OF
COMPANY  PERFORMANCE,  i.e., 1)  pre-tax  return on  3-year  average shareholder
equity, 2) profitability as measured by return on assets and return on equity --
weighted equally, and 3) supplemental  business goals. The Committee  determines
the  size of  the annual  incentive awards  for executive  officers generally by
calculating the product of individual base salary, target bonus percent based on
salary grade, Unit Performance Factor and an individual performance score termed
Individual Performance Factor. The Unit Performance Factor, which represents the
Chief Executive Officer's assessment of overall Company performance, is a single
numeric value  for  each  business  unit and  the  Corporate  Office  which  the
Committee accepts or revises as it deems appropriate.

    For  1993, performance  thresholds were  met with  respect to  dividends and
exceeded with respect to  pre-tax return on  3-year average shareholder  equity.
However,  the  Company's  higher target  for  pre-tax return  on  3-year average
shareholder equity and its target for  profitability were not met. Below  target
performance  in  these  two areas  was  attributable  primarily to  a  charge to
earnings on the TSSAM fixed price development program. With respect to the third
performance measure,  the  Company  significantly  exceeded  target  performance
against its written plan of supplemental goals.

                                       12

<PAGE>
    Accompanying  this performance  report, the Chief  Executive Officer submits
recommendations to the Committee for  individual incentive awards for the  Named
Executive  Officers,  except the  Chief Executive  Officer, which  reflect their
contributions to the accomplishment of  annual goals and the Company's  business
plan.

    Separately,  the Committee considers an incentive compensation award for the
Chief Executive Officer based on  the Committee's assessment of his  recent-year
performance.   The   Committee  then   presents   to  the   Board,   absent  all
employee-directors, its  recommendations concerning  the incentive  compensation
for  the Named  Executive Officers, including  the Chief  Executive Officer. The
Board considers the  Committee's recommendations and  approves this  submission,
modified as it deems appropriate.

    In evaluating overall performance and formulating recommendations for annual
incentive  compensation for 1993 for the Named Executive Officers, including the
Chief Executive Officer, the Committee considered the Chief Executive  Officer's
report  on  overall  corporate performance  as  well as  the  Company's improved
financial condition evidenced  by improved  margin rates on  all major  aircraft
programs,  an  increase in  shareholder's  equity, reduced  working  capital and
interest expense, and the  reduction in the Company's  net debt position to  $60
million,  the lowest level in  10 years. These factors  were listed in the Chief
Executive Officer's  report as  "Additional Considerations"  and are  additional
factors  that were considered  in determining annual  incentive compensation for
the named executive officers.  The Committee considered all  factors as a  whole
and  took into account subjective evaluations  of each named executive officer's
performance to  arrive  at  a  determination  of  appropriate  annual  incentive
compensation.

    LONG-TERM INCENTIVE COMPENSATION

    During  each  fiscal  year,  the  Committee  considers  the  desirability of
granting senior executives, including the Named Executive Officers, awards under
the current shareholder-approved Long-Term  Incentive Stock Plan. The  Committee
believes  that its past grants of long-term incentives have successfully focused
the Corporation's  senior management  on building  profitability and  shareowner
value.

    The  Long-Term  Incentive  Stock  Plan  provides  the  flexibility  to grant
incentives spanning a  number of years  in a variety  of forms, including  stock
options,  stock appreciation rights and restricted performance stock rights. The
purpose of this  form of compensation  is to expand  the performance horizon  of
Plan  participants from several months to  several years. By promoting ownership
of Northrop  stock,  the Plan  creates  shareholder-managers interested  in  the
long-term  growth and prosperity  of the Company. To  promote retention of stock
ownership, the Chief Executive  Officer has given  to executives strong  written
encouragement to acquire and hold significant amounts of Company stock.

    In  the  Company's  fiscal  year  ended  December  31,  1993,  the Committee
determined to grant  stock options  and restricted performance  stock rights  to
selected  key  managers. Making  awards in  the  form of  these two  vehicles is
consistent with  the  Committee's  intention stated  in  Northrop's  1993  Proxy
Statement  to Shareholders. Since,  by the Black-Scholes method,  the value of a
Northrop stock option at  grant is approximately 1/3  the value of a  restricted
stock  right,  and since  stock options  are  granted on  an annual  basis while
restricted performance  stock rights  are granted  at three-year  intervals,  an
equal  number  of stock  options and  restricted  performance stock  rights were
granted in 1993. In fixing grants for individuals, including the Named Executive
Officers other  than the  Chief Executive  Officer, the  Committee reviewed  the
Chief  Executive Officer's recommendations for  individual awards. The Committee
approved awards  taking into  account  the scope  of accountability,  record  of

                                       13

<PAGE>
achievement  and  contribution  and  anticipated  future  influence  on  company
performance of each  recipient. Award recipients  whose planned retirements  are
near  may receive awards  in stock options  only, because restricted performance
stock rights are valued at the end of a five year measurement period.

    Awards under the  Long-Term Incentive  Stock Plan  in 1993  were granted  on
November  17, 1993, and consisted of  non-statutory stock options at fair market
value  and  restricted  performance  stock  rights.  The  performance   variable
governing  the value of restricted performance stock rights is linked to Company
total shareholder return compared to that  of companies in the Standard &  Poors
Aerospace   and  Defense  Index  cited  in  the  SHAREOWNER  RETURN  PERFORMANCE
PRESENTATION that follows this Report.

DETERMINING CHIEF EXECUTIVE OFFICER COMPENSATION

    In evaluating 1993 performance  of the Chief  Executive Officer and  setting
his  annual incentive  compensation, the Committee  noted a  number of important
Company achievements. Following successful completion of all critical milestones
in the  design,  development  and flight  test  of  the B-2  Bomber,  the  first
operational  aircraft  was delivered  in  a flawless  flight  to the  Air Combat
Command at  Whiteman  AFB.  Following this  accomplishment  and  continued  high
performance  to quality standards and schedule requirements, the Company secured
remaining funding to complete the 20 aircraft program. The Company also won  the
GPS   Aided  Targeting  System  development   contract  to  implement  precision
conventional weapons capability of the B-2.

    Financial performance highlights in 1993  have strengthened the outlook  for
the Company. Increased margin rates were achieved on B-2, F/A-18 C/D, F/A-18 E/F
and  747  programs. Continuing  to  reduce debt,  Mr.  Kresa announced  that the
Company's plan to be debt-free -- should it choose to be -- will be achieved  by
the  end  of  1994,  ahead  of  schedule.  Under  Mr.  Kresa's  leadership total
shareholder value metrics were developed and introduced into measures of  future
business  performance and long-term compensation for the senior management team.
Responding to rising  health care  costs, Mr.  Kresa directed  major changes  to
group insurance programs that join the Company and employees in a partnership to
more effectively manage costs.

    Notwithstanding these positive developments, the Committee noted Mr. Kresa's
recent announcement of a loss in 1993 on the fixed price development Tri-Service
Standoff  Attack  Missile contract.  This  program performance  was  the primary
factor reducing the Company's return  to shareholders and overall  profitability
during 1993.

    In  the context of overall decline in the availability of defense contracts,
Mr. Kresa directed actions to address the organizational challenges the  Company
faces. An exhaustive Aircraft Segment Study was completed charting the Company's
strategy  in  aircraft  design,  development  and  manufacturing,  and  defining
critical  organizational  and  resource  requirements  for  the  future.   Teams
conducting   proprietary  studies  have  narrowed  the  field  of  new  business
opportunities to  those  that leverage  the  unique strengths  of  the  Company.
Competencies that will be essential for future Company leaders have been defined
and   are  being  imbedded  in  training   curricula.  Finally,  Mr.  Kresa  has
intelligently and humanely guided the difficult, but necessary, task of reducing
expenses and  manpower while,  at the  same time,  maintaining productivity  and
preserving the Company's reputation as a caring employer.

    Based  on its evaluation  of these factors, the  Committee believes that Mr.
Kresa and Northrop senior management are strengthening the company's outlook for
long-term  profitable   growth.  The   Committee  further   believes  that   the
compensation  policies,  plans and  programs it  has implemented  are motivating
achievement of objectives which  are crucial to the  welfare of the Company  and
its shareholders.

                                       14

<PAGE>
    Following  review  of  competitive  compensation  reports  and  Mr.  Kresa's
performance and  current  compensation,  the  Committee  granted  Mr.  Kresa  an
incentive  compensation award to  recognize his 1993  performance. Following its
review of the total value of his incentive stock holdings (i.e., grants of stock
and stock  options under  present and  previous Long-Term  Incentive Plans)  and
considering competitive market long-term incentive practices, the Committee also
granted  Mr. Kresa a long-term  incentive award to both  reward and motivate his
continuing contributions to  the future prosperity  of the Company.  Considering
Mr.  Kresa's performance and also that his base salary was not adjusted in 1992,
the Committee adjusted  his base  salary effective  March 1,  1993. The  Summary
Compensation Table on page 17 contains information detailing these actions.

             THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE:
                        RICHARD J. STEGEMEIER, CHAIRMAN
                                JACK R. BORSTING
                                 JOHN E. ROBSON
                               WILLIAM F. SCHMIED
                                BRENT SCOWCROFT

                                       15

<PAGE>
SHAREOWNER RETURN PERFORMANCE PRESENTATION

    Set  forth below is a  line graph comparing the  yearly percentage change in
the cumulative total shareowner return on the Corporation's Common Stock against
the cumulative total  return of the  S&P Composite-500 Stock  Index and the  S&P
Aerospace  and  Defense Composite  Index  for the  period  of five  fiscal years
commencing January 1, 1989 and ended December 31, 1993.

                COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
       NORTHROP CORPORATION, S&P 500 INDEX & S&P AEROSPACE/DEFENSE INDEX
                                   [GRAPHIC]


<TABLE>
<CAPTION>
                                  NORTHROP CORP.    S&P 500    S&P AEROSPACE/DEFENSE
                                  --------------    -------    ---------------------
<S>                               <C>               <C>        <C>
1988..........................         100             100                100
1989..........................          66             132                118
1990..........................          71             128                123
1991..........................         112             166                147
1992..........................         153             179                155
1993..........................         175             197                202
</TABLE>


                                       16

<PAGE>
                             EXECUTIVE COMPENSATION

    There  is  shown  below  information  concerning  the  annual  and long-term
compensation for services  in all capacities  to the Corporation  for the  years
ended December 31, 1993, 1992 and 1991 of those persons who were at December 31,
1993  the chief  executive officer  and the  other four  most highly compensated
officers of the Corporation (the "Named Executive Officers").

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                LONG-TERM COMPENSATION
                                                               ------------------------
                                                                        AWARDS
                                                               ------------------------
                                                                             SECURITIES
                     ANNUAL COMPENSATION                        RESTRICTED   UNDERLYING
- -------------------------------------------------------------     STOCK       OPTIONS/        ALL OTHER
  NAME AND PRINCIPAL POSITION     YEAR  SALARY ($)  BONUS ($)  AWARD(S) ($)(1)  SARS (#) COMPENSATION ($)(2)
- --------------------------------  ----  ----------  ---------  ------------  ----------  -------------------
<S>                               <C>   <C>         <C>        <C>           <C>         <C>
KENT KRESA .....................  1993    675,000    450,000           0      34,400            9,434
     Chairman of the Board,       1992    650,000    500,000           0           0            9,154
     President and Chief          1991    656,250    600,000           0           0             --
     Executive Officer
OLIVER C. BOILEAU, JR. .........  1993    408,333    270,000           0       7,000            9,434
      Corporate Vice President,   1992    395,833    300,000           0      28,000            9,154
      President and General       1991    377,083    300,000           0           0             --
      Manager--B-2 Division
WALLACE C. SOLBERG .............  1993    266,667    115,000     128,700      12,000            8,686
      Corporate Vice President    1992    250,000    195,000           0      28,000            8,407
      and General Manager,        1991    215,583    180,000     165,937           0             --
      Aircraft Division
RICHARD R. MOLLEUR .............  1993    248,000    150,000     107,250      10,000            6,999
      Corporate Vice President    1992    235,833    160,000           0      15,000            6,365
      and General Counsel         1991    205,385    140,000     125,000      20,000             --
RICHARD B. WAUGH, JR. ..........  1993    225,000    136,000     128,700      12,000            9,434
      Corporate Vice President    1992    160,542     90,000     104,500       8,000            9,154
      and Chief                   1991    151,400    115,000           0           0             --
      Financial Officer
<FN>
- ------------------------
(1)   Aggregated restricted shares or rights  held by Named Executive  Officers,
      valued  at  12/31/93,  were: K.  Kresa  62,500 shares  @  $2,336,250, W.C.
      Solberg 14,225 shares @  $531,731, R.R. Molleur  6,000 shares @  $224,280,
      R.B. Waugh, Jr. 7,880 shares @ $294,554.
      Restricted   Stock  Rights  ("RSRs")  granted  under  the  1987  Long-Term
      Incentive Plan  (the  "Plan") provide  for  the issuance  of  unrestricted
      Common  Stock  in  yearly increments  equal  to  20% of  the  total grant,
      commencing within one  year of  the grant date.  The entire  RSR grant  is
      therefore  issued within five (5) years from  the date of grant. RSRs with
      vesting dates in less  than three (3)  years were granted  to K. Kresa  on
      1/02/90 for 50,000 shares, W.C. Solberg on 11/20/91 for 7,500 shares, R.R.
      Molleur  on 2/20/91 for 5,000 shares and  Richard B. Waugh, Jr. on 7/18/90
      for 2,700 shares and on 11/17/92 for 4,000 shares. No dividends have  been
      or  will  be paid  on awards  in  1991 reported  in this  column. Dividend
      equivalents will be paid on awards in 1993.
(2)   Company contributions to  Savings Plan for  the Named Executive  Officers.
      Where dashes are indicated, there is no requirement to report.
</TABLE>


                                       17

<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR

    There  is  shown below  information  concerning individual  grants  of stock
options made  during  the  last completed  fiscal  year  to each  of  the  Named
Executive Officers.

                       OPTION GRANTS IN LAST FISCAL YEAR


<TABLE>
<CAPTION>
                                                                                                      POTENTIAL REALIZABLE
                                         INDIVIDUAL GRANTS                                              VALUE AT ASSUMED
- ----------------------------------------------------------------------------------------------------    ANNUAL RATES OF
                                     NUMBER OF                                                            STOCK PRICE
                                    SECURITIES     % OF TOTAL OPTIONS                                   APPRECIATION FOR
                                    UNDERLYING         GRANTED TO         EXERCISE OR                   OPTION TERM (1)
                                      OPTIONS      EMPLOYEES IN FISCAL       BASE        EXPIRATION   --------------------
NAME                              GRANTED(#) (2)          YEAR           PRICE ($/SH)       DATE       5% ($)     10% ($)
- --------------------------------  ---------------  -------------------  ---------------  -----------  ---------  ---------
<S>                               <C>              <C>                  <C>              <C>          <C>        <C>
KENT KRESA......................        34,400                 6.7         $   35.75       11/17/03     774,774  1,955,382
OLIVER C. BOILEAU, JR...........         7,000                 1.4             35.75       11/17/03     157,657    397,897
WALLACE C. SOLBERG..............        12,000                 2.3             35.75       11/17/03     270,270    682,110
RICHARD R. MOLLEUR..............        10,000                 1.9             35.75       11/17/03     225,225    568,425
RICHARD B. WAUGH, JR............        12,000                 2.3             35.75       11/17/03     270,270    682,110
<FN>
- ------------------------------
(1)   The  potential realizable value of each grant of options assuming that the
      market price of Northrop Common  Stock from the date  of the grant to  the
      end  of the option term (10 years),  appreciates in value at an annualized
      rate of 5% and 10%.
(2)   Commencing with  the  second  anniversary of  the  grant,  options  become
      exercisable  in annual  installments of 25%  of the total  grant, with the
      exception of Mr. Boileau's grant which becomes exercisable on 12/21/94  as
      to 100% of the total grant. There are no tandem SARs associated with these
      options.
</TABLE>


                                       18

<PAGE>
OPTION EXERCISES AND VALUES

    Shown  below is aggregated information with respect to the exercise of stock
options during the year ending December 31, 1993 of the Chief Executive  Officer
and  the  Named  Executive Officers,  and  the  value at  December  31,  1993 of
unexercised options, without stock appreciation rights.

    AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES


<TABLE>
<CAPTION>
                     AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION VALUE
- -------------------------------------------------------------------------------------------------------------------
                                                                         SECURITIES
                                                                         UNDERLYING
                                                                     UNEXERCISED OPTIONS
                                                                             AT             VALUE OF UNEXERCISED
                                                                          FY-END(#)        IN-THE-MONEY OPTIONS AT
                                  SHARES ACQUIRED ON      VALUE         EXERCISABLE/       FY-END($) EXERCISABLE/
NAME                                 EXERCISE (#)      REALIZED ($)     UNEXERCISABLE         UNEXERCISABLE (1)
- --------------------------------  -------------------  ------------  -------------------  -------------------------
<S>                               <C>                  <C>           <C>                  <C>
KENT KRESA......................               0           N/A           300,000/234,400        5,814,000/3,932,072
OLIVER C. BOILEAU, JR...........               0           N/A             25,600/49,400            460,628/661,122
WALLACE C. SOLBERG..............               0           N/A             16,600/34,400            287,208/271,672
RICHARD R. MOLLEUR..............               0           N/A              7,000/34,000             83,285/299,920
RICHARD B. WAUGH, JR............               0           N/A              4,840/20,560             78,774/132,103
<FN>
- ------------------------
(1)   Valued at 12/31/93 -- $37.38
</TABLE>


RESTRICTED PERFORMANCE STOCK RIGHTS GRANTS IN LAST FISCAL YEAR

    There is shown below information concerning grants of Restricted Performance
Stock Rights made to named officers during the last completed fiscal year.

             LONG-TERM INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR


<TABLE>
<CAPTION>
                                                                       PERFORMANCE   ESTIMATED FUTURE PAYOUTS UNDER
                                                         NUMBER OF      OR OTHER               NON-STOCK
                                                       SHARES, UNITS  PERIOD UNTIL         PRICE-BASED PLANS
                                                         OR OTHER     MATURATION OR  ------------------------------
NAME                                                   RIGHTS (#)(1)     PAYOUT       THRESHOLD (#)    MAXIMUM (#)
- -----------------------------------------------------  -------------  -------------  ---------------  -------------
<S>                                                    <C>            <C>            <C>              <C>
KENT KRESA...........................................       34,400       5 yrs.                 0          51,600
WALLACE C. SOLBERG...................................       12,000       5 yrs.             3,600          18,000
RICHARD R. MOLLEUR...................................       10,000       5 yrs.             3,000          15,000
RICHARD B. WAUGH, JR.................................       12,000       5 yrs.             3,600          18,000
<FN>
- ------------------------
(1)   The number  of Restricted  Performance Stock  Rights which  may be  earned
      under  the 1993 Long-Term  Incentive Stock Plan is  based on Company total
      shareholder  return  compared  to  that  of   companies  in  the  S  &   P
      Aerospace/Defense  Index.  Earnouts  range over  a  five  year performance
      period from 0%  to 150%  of the  rights awarded to  Mr. Kresa  and from  a
      guaranteed minimum of 30% to 150% of the rights awarded to all other Named
      Executive  Officers.  Mr. Kresa  has  waived the  30%  guaranteed minimum.
      Dividend equivalents will be distributed  on those shares earned over  the
      five year period.
</TABLE>


                                       19

<PAGE>
RETIREMENT PLANS

    For purposes of illustration, the following table shows the amount of annual
retirement  benefits  that  would  be  accrued  at  age  65  under  the Northrop
Retirement Plan (the "Retirement Plan"),  calculated on a straight life  annuity
basis,  at selected compensation levels and years of service. The listed benefit
amounts are not subject to any  reduction for Social Security benefits or  other
offset amounts.

    Actual  benefits  payable  under  the Retirement  Plan  are  limited  to the
compensation limitation of Section  401(a)(17) of the  Internal Revenue Code  of
1986,  as amended,  (the "Code")  and the limitations  under Section  415 of the
Code. The benefits  which exceed  these limits  are payable  from any  one or  a
combination  of the Company's Supplemental  Retirement Income Program for Senior
Executives (discussed below) or  the ERISA Supplemental Plan  I ("ERISA 1")  and
the  ERISA Supplemental Program  2 ("ERISA 2")  (collectively, the "Supplemental
Retirement Plans").

                            YEARS OF BENEFIT SERVICE


<TABLE>
<CAPTION>
   ANNUAL
  AVERAGE
COMPENSATION
  (HIGHEST         5           10          15          20          25          30           35
3 YEARS OUT     --------    --------    --------    --------    --------    --------    ----------
 OF LAST 5)                   ANNUAL BENEFITS FROM RETIREMENT PLAN AND ERISA 1 AND 2
- ------------    ----------------------------------------------------------------------------------
<S>             <C>         <C>         <C>         <C>         <C>         <C>         <C>
$   100,000     $  7,500    $ 15,000    $ 22,500    $ 30,000    $ 40,000    $ 50,000    $   60,000
    150,000       11,250      22,500      33,750      45,000      60,000      75,000        90,000
    200,000       15,000      30,000      45,000      60,000      80,000     100,000       120,000
    250,000       18,750      37,500      56,250      75,000     100,000     125,000       150,000
    300,000       22,500      45,000      67,500      90,000     120,000     150,000       180,000
    400,000       30,000      60,000      90,000     120,000     160,000     200,000       240,000
    500,000       37,500      75,000     112,500     150,000     200,000     250,000       300,000
    600,000       45,000      90,000     135,000     180,000     240,000     300,000       360,000
  1,000,000       75,000     150,000     225,000     300,000     400,000     500,000       600,000
  1,400,000      105,000     210,000     315,000     420,000     560,000     700,000       840,000
  1,800,000      135,000     270,000     405,000     540,000     720,000     900,000     1,080,000
Compensation covered by the plans is defined  by Income Tax Regulation Section 1.415-2(d)(10)  and
generally  includes,  but is  not limited  to, salary  and bonuses  as set  forth in  this Summary
Compensation Table.  The credited  years of  service under  the Retirement  Plan and  Supplemental
Retirement  Plans of the five individuals named in  the Summary Compensation Table are as follows:
Mr. Kresa, 19 years; Mr. Boileau,  4 years; Mr. Solberg, 10 years;  Mr. Molleur, 3 years; and  Mr.
Waugh,  15 years. In  addition, Mr. Solberg will  receive an annual  retirement benefit of $32,059
under a separate retirement plan of a Company division.
</TABLE>


    The Supplemental Retirement  Income Program for  Senior Executives  ("SRI"),
under which certain employees are designated by the Board of Directors, provides
a  benefit in lieu of that otherwise payable  under ERISA 1 and 2. The amount of
the supplemental  benefit under  the  SRI is  equal to  the  greater of  1)  the
participant's benefit under the Retirement Plan calculated without regard to the
limits imposed under Section 415 and 401(a)(17) of the Internal Revenue Code, as
amended,  or 2)  a fixed  percentage of  the participant's  final average salary
(highest 3 years out of last 5) equal  to 30% at age 55, increasing 4% for  each
year  up to and including age 60, and  increasing 2% for each year beyond age 60
to 65; less the benefit  allowable under the Retirement  Plan. Mr. Kresa is  the
only   Named  Executive  Officer   currently  participating  in   the  SRI.  SRI
eligibility, in addition to designation by the Board of Directors, requires  the
attainment  of  age 55  and 10  years  of vesting  service. The  vesting service
requirement may be waived  by the Chief Executive  Officer. The following  table
illustrates the total annual retirement benefit from the Retirement Plan and the
SRI.

                                       20

<PAGE>
          ANNUAL BENEFIT FROM THE RETIREMENT PLAN AND THE SRI PROGRAM


<TABLE>
<CAPTION>
  AVERAGE
   ANNUAL
COMPENSATION                               AGE AT RETIREMENT
 (HIGH 3 OF     ------------------------------------------------------------------------
     5)            55          57          59          61           63            65
- ------------    --------    --------    --------    --------    ----------    ----------
<S>             <C>         <C>         <C>         <C>         <C>           <C>
$   200,000     $ 60,000    $ 76,000    $ 92,000    $104,000    $  112,000    $  120,000
    250,000       75,000      95,000     115,000     130,000       140,000       150,000
    300,000       90,000     114,000     138,000     156,000       168,000       180,000
    400,000      120,000     152,000     184,000     208,000       224,000       240,000
    500,000      150,000     190,000     230,000     260,000       280,000       300,000
    600,000      180,000     228,000     276,000     312,000       336,000       360,000
  1,000,000      300,000     380,000     460,000     520,000       560,000       600,000
  1,400,000      420,000     532,000     644,000     728,000       784,000       840,000
  1,800,000      540,000     684,000     828,000     936,000     1,008,000     1,080,000
</TABLE>


CHANGE OF CONTROL AGREEMENT

    The  Corporation  recently adopted  a plan  which permits  it to  enter into
special severance agreements ("Agreements")  with key employees, such  employees
being   designated  from  time  to  time  by  the  Compensation  and  Management
Development Committee (the "Committee") of the Board of Directors. The Committee
has designated   key employees, including Messrs.       ,        ,        ,  and
      .  The purpose  of the  Agreements is  to encourage  the key  employees to
continue to carry out their duties in  the event of the possibility of a  change
in  control of the Corporation. Payments  under the special severance agreements
would be made only if there is (i) a Change in Control of the Corporation;  (ii)
if  the key employee is then in the employ of the Corporation; and (iii) the key
employee's employment is terminated other than for narrowly defined causes.

    Generally, a "Change in Control" shall  be deemed to have occurred if  there
is a consolidation or merger of the Company and the Company is not the surviving
corporation.  A Change in Control  shall also be deemed  to have occurred (i) in
connection with the sale, lease or  transfer of substantially all of the  assets
of  the Company,  (ii) if the  shareholders approve  a plan or  proposal for the
liquidation or dissolution  of the Company,  (iii) if any  person (other than  a
trust  established pursuant to an employee  benefit plan of the Company) becomes
the beneficial owner of 15% or more of the Company's outstanding stock, or  (iv)
if  during any  two-year period  the majority  of the  Company's directors shall
cease to be "continuing Directors." "Continuing Director" shall mean a  director
who  was a director of the  Company at the beginning of  any two year period, as
well as any person whose  election or nomination as  a director was approved  by
two-thirds of the then Continuing Directors.

    The  Executive shall be  entitled to certain benefits  upon a termination of
employment within the thirty-month period following a Change in Control except a
termination of employment resulting from the Executive's death, a termination by
the company for "cause" or "disability",  or a termination by the Executive  for
"good cause."

    In  the event of a  termination which required the  Company to make payments
under this Agreement, the Executive shall  be entitled to: (i) full base  salary
through  the  date  of termination,  (ii)  severance  pay equal  to  2.99  X the
Executive's Full Base Amount (as defined under the Internal Revenue Code of 1986
as amended), (iii)  medical, dental  and life  insurance benefits  substantially
similar  to  those to  which Executive  was receiving  immediately prior  to the
Change in Control, and (iv) all deferred accrued and bonus vacation pay pursuant
to policies in effect immediately prior to the Change in Control.

                                       21

<PAGE>
    If any  portion  of the  key  employee's severance  compensation  under  the
Agreement  (i) exceeds the total  amount of payments or  benefits which could be
received by the key  employee from the Corporation  without any portion  thereof
constituting a nondeductible "excess parachute payment" pursuant to Section 280G
of the Code; or (ii) is subject to the excise tax imposed by Section 4999 of the
Code,  such payments  or benefits  shall be reduced  to the  extent necessary to
comply with the limitation. Such reduction shall be made in the order and manner
determined by the key employee as soon as administratively practicable following
the change in control.

MANAGEMENT CONTRACTS

    Coincident with  the  election  of  Mr.  Oliver  C.  Boileau,  Jr.  as  Vice
President,  President  and  General  Manager, B-2  Division  in  December, 1989,
Northrop entered  into a  five-year  employment agreement  with him.  Under  the
agreement,  Mr. Boileau is  entitled to an  annual base salary  of not less than
$350,000 with  participation in  the Company's  bonus and  other plans.  If  Mr.
Boileau's employment is terminated without cause, he will be entitled to a final
pro-rata  payment  not greater  than three  times his  then current  salary. The
agreement also provides  for the  grant of  100,000 Stock  Options for  Northrop
Common  Stock with companion Stock Appreciation  Rights with a five-year vesting
schedule.  On  December   21,  1992,  Mr.   Boileau,  voluntarily  and   without
consideration, surrendered 60,000 unvested tandem stock appreciation rights.

    Under  the terms of  his employment agreement,  in the event  Mr. Boileau is
terminated prior to December 10, 1994  the Company will provide a straight  life
retirement  benefit of  $60,000 per  year for  life plus  a pro-rata  portion of
$40,000, determined by dividing  $40,000 by 24 and  multiplying the quotient  by
the  number of months employed since the third anniversary of his agreement. The
retirement benefit will be payable at the time of termination either through the
Northrop Retirement Plan and the Supplemental Retirement Income Plan for  Senior
Executives  or through a  Deferred Annuity. If  Mr. Boileau continues employment
for a full  five years (until  December 10,  1994), the Company  will provide  a
straight life retirement benefit of $100,000 per year for life.

CERTAIN TRANSACTIONS

    Mr.  Rosenberg is the Chairman  of the Board and  Chief Executive Officer of
BankAmerica Corporation. Bank  of America  is participating as  Co-Agent in  the
Company's  1994 Credit Agreement among the  Company, Bank of America and certain
other banks.  During  1993,  Bank  of  America was  one  of  a  group  of  banks
participating  in  the Company's  credit  facilities including  the  1987 Credit
Agreement and  the 1990  Credit Agreement  (the "Credit  Agreements") among  the
Company,  Bank of America and certain other  banks. During 1993, Bank of America
was prepared to extend  up to $56  Million on a committed  basis to the  Company
under  the Credit  Agreements. During 1993,  $227,098 in fees  and interest were
paid to Bank of America under the  terms of the Credit Agreements. In 1993,  the
Company  also  paid fees  in the  approximate  aggregate of  $48,855 to  Bank of
America in compensation for various  ancillary services such as cash  management
and letters of credit.

    Management believes the terms of the foregoing transactions were competitive
or  were as  favorable to  the Company  as could  have been  obtained from other
entities having no affiliation with the Company.

    Mr. Edwards is a senior partner at the law firm of Hand, Arendall,  Bedsole,
Greaves & Johnston. Hand Arendall has been a consultant for Northrop Corporation
during  the past  year and  continues this  status. Pursuant  to this Consulting
Agreement, Hand Arendall provides  analyses and advice  with respect to  pending
and  proposed legislation. During 1993 the Company paid Hand Arendall consulting
fees of $92,072 under this Agreement.

                                       22

<PAGE>
    Ms. Peters is a senior partner at the law firm of Gibson, Dunn & Crutcher. A
partner  of  Gibson,  Dunn  &  Crutcher  has  been  a  consultant  for  Northrop
Corporation  providing analysis and advice with  respect to pending and proposed
legislation. No fees  were paid under  this Agreement in  1993. Gibson Dunn  has
represented Northrop in various legal matters and continues to do so.

VOTE REQUIRED

    The  affirmative vote of a majority of  the shares of Common Stock voting at
the Annual Meeting (with each share entitled to one vote), provided a quorum  is
present,  is  required for  the election  of directors.  THE BOARD  OF DIRECTORS
RECOMMENDS A VOTE FOR THE FOUR NOMINEES FOR DIRECTOR LISTED ABOVE.

                      APPOINTMENT OF INDEPENDENT AUDITORS

    The Board of Directors recommends  that the stockholders ratify the  Board's
appointment  of Deloitte & Touche as the independent auditors of the Company for
1994. Deloitte & Touche served the Company as its independent auditors for 1993.
Should the stockholders fail to ratify the appointment of Deloitte & Touche, the
Board of Directors will consider this an indication to select other auditors for
the following year.

    A representative of Deloitte & Touche will be present at the Annual  Meeting
of  Stockholders and will be offered an opportunity to make a statement if he so
desires. He  will  also  be  available  to  answer  appropriate  questions  from
stockholders.

VOTE REQUIRED

    The  affirmative vote of a majority of  the shares of Common Stock voting at
the Annual Meeting (with each share entitled to one vote), provided a quorum  is
present,  is  required for  approval of  this proposal.  THE BOARD  OF DIRECTORS
RECOMMENDS A VOTE FOR THIS PROPOSAL.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

    Section 16(a)  of the  Securities Exchange  Act requires  the  Corporation's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered class  of the  Corporation's equity  securities, to  file reports  of
ownership  and changes in ownership on Forms 3,  4 and 5 with the Securities and
Exchange Commission (SEC) and the  New York Stock Exchange. Officers,  directors
and  greater  than ten  percent shareowners  are required  by SEC  regulation to
furnish the Corporation with copies of all Forms 3, 4 and 5 they file.

    Based solely on the Corporation's review of the copies of such forms it  has
received  and written representations  from certain reporting  persons that they
were not required to  file Forms 5 for  specified fiscal years, the  Corporation
believes  that  all  its  officers,  directors,  and  greater  than  ten percent
beneficial owners complied with all filing requirements applicable to them  with
respect  to transactions during  fiscal 1993, except Charles  L. Jones, Jr., who
reported on December 31, 1993 the sale of 860 shares on October 26, 1993 and the
sale of 860 shares on December 15, 1992.

             APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION

    The Board of Directors has approved,  and recommends to the stockholders  of
the  Company,  the adoption  of  an amendment  to  the Company's  Certificate of
Incorporation to  change  the  corporate name  from  "Northrop  Corporation"  to
"Northrop  Grumman Corporation." In connection with the Company's acquisition of
[    ]%  of the outstanding shares of  Common Stock of Grumman Corporation,  the
Board

                                       23

<PAGE>
of  Directors has  approved the proposed  change in  the name of  the Company in
order to  preserve the  proud heritage  of  the Grumman  name in  U.S.  military
aviation. The Company believes that the name change is an appropriate reflection
of its commitment to the combined Northrop/Grumman entity.

VOTE REQUIRED

    The  affirmative  vote  of the  holders  of  a majority  of  the  issued and
outstanding shares of Common Stock entitled to vote at the Annual Meeting  (with
each  share entitled to one vote), provided a quorum is present, is required for
approval of this  proposal. THE BOARD  OF DIRECTORS RECOMMENDS  A VOTE FOR  THIS
PROPOSAL.

                                 MISCELLANEOUS

VOTING ON OTHER MATTERS

    At  the time of filing this Proxy Statement with the Securities and Exchange
Commission, management was not aware of any matters not referred to herein  that
will  be  presented for  action  at the  Annual  Meeting. If  any  other matters
properly come  before  the  Annual  Meeting, it  is  intended  that  the  shares
represented by proxies will be voted with respect thereto in accordance with the
judgment of the persons authorized to vote them.

PROPOSAL OF SECURITY HOLDERS

    Copies  of  proposals  which security  holders  of  the Company  wish  to be
included in the Company's proxy statement  relating to its Annual Meeting to  be
held in 1995 must be received by the Company no later than December 1, 1994.

    Copies of such proposals of security holders should be sent to the Corporate
Secretary, Northrop Corporation, 1840 Century Park East, Los Angeles, California
90067.

COST OF SOLICITING PROXIES

    The  cost of soliciting proxies in the accompanying form has been or will be
paid by the  Company. In addition  to solicitation by  mail, arrangements  will,
where  appropriate, be made with brokerage houses and other custodians, nominees
and fiduciaries to send  proxy materials to beneficial  owners, and the  Company
will,  upon request, reimburse  them for their reasonable  expenses in so doing.
The Company has  retained Georgeson &  Company Inc. of  New York to  aid in  the
solicitation  of  proxies  at  an  estimated  fee  of  $10,000  plus  reasonable
disbursements. Officers,  directors and  regular employees  of the  Company  may
request  the return  of proxies personally,  by means of  materials prepared for
stockholders and employee-stockholders or by telephone or telegram to the extent
deemed appropriate by the Board of Directors. No additional compensation will be
paid  to  such  individuals  for  this  activity.  The  extent  to  which   this
solicitation  will  be  necessary  will depend  upon  how  promptly  proxies are
received; therefore,  stockholders are  urged to  return their  proxies  without
delay.

                                          Sheila M. Gibbons
                                          CORPORATE VICE PRESIDENT AND SECRETARY

April 18, 1994

    NOTICE:  THE COMPANY  FILED AN  ANNUAL REPORT ON  FORM 10-K  ON FEBRUARY 28,
1994. SHAREHOLDERS OF RECORD ON MARCH 22, 1994, MAY OBTAIN A COPY OF THIS REPORT
WITHOUT CHARGE  BY DIRECTING  A  REQUEST TO  THE CORPORATE  SECRETARY,  NORTHROP
CORPORATION, 1840 CENTURY PARK EAST, LOS ANGELES, CALIFORNIA 90067.

                                       24

<PAGE>
[LOGO]
ANNUAL MEETING OF STOCKHOLDERS MAY 18, 1994
PROXY SOLICITED BY THE BOARD OF DIRECTORS

P
R
O
X
Y

   The undersigned hereby appoints R. R. MOLLEUR and S.M. GIBBONS, and each of
them, proxies of the undersigned, with full power of substitution in each of
them, to vote all shares of Common Stock of Northrop Corporation which the
undersigned may be entitled to vote at the Annual Meeting of Stockholders of
the Company to be held at the Sheraton Los Angeles Airport Hotel, 6101 West
Century Boulevard, Los Angeles, California, on May 18, 1994 at 10:00 A.M., and
at any adjournments thereof, with all powers the undersigned would possess if
personally present and voting, as specified below, and in their discretion on
any other matters that may properly come before the Meeting.

Election of Directors: Nominees--J. Chain, J. Edwards, K. Kresa and B. Scowcroft


PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY, EVEN IF YOU PLAN
TO ATTEND THE MEETING.


COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENTS/ADDRESS BOX ON REVERSE SIDE

(Continued and to be signed on other side)


<PAGE>

X
PLEASE MARK YOUR CHOICES LIKE THIS

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED, WILL BE
VOTED FOR PROPOSALS 1, 2 AND 3.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.

           FOR ALL

Item 1--Election of four Class III directors                  FOR      WITHHELD
        to hold office for three years and                             FOR ALL
        until their respective successors are                 /  /       /  /
        elected and qualified.

WITHHELD FOR :(Write that nominee's
name in the space provided below)
_______________________________________________

Item 2--The ratification of the appointment of        FOR    AGAINST    ABSTAIN
        Deloitte & Touche as the Company's
        independent auditors.                         /  /     /  /       /  /

Item 3--Amend the Certificate of Incorporation        FOR    AGAINST    ABSTAIN
        to change the Corporate name.
                                                      /  /     /  /       /  /

COMMENTS/ADDRESS CHANGE
Please mark this box if you have comments/address change on reverse side. /  /


Signature(s)_____________________________Date_____________________

Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.



<PAGE>
[LOGO]
ANNUAL MEETING OF STOCKHOLDERS MAY 18, 1994
CONFIDENTIAL INSTRUCTIONS TO BANKERS TRUST COMPANY.
TRUSTEE FOR THE NORTHROP SAVINGS PLAN

   Receipt of proxy material for the above Meeting is acknowledged. I instruct
you to vote (in person or by proxy) all shares of Common Stock of Northrop
Corporation held by you for my account under the Plan at the Annual Meeting of
Stockholders of Northrop Corporation to be held May 18, 1994 at 10:00 A.M., and
at all adjournments thereof, on the following matters as indicated on the
reverse side and in your discretion on any other matters that may come before
the Meeting. If this card is signed and returned, but no choice is specified, I
instruct you to vote this proxy in accordance with the Board of Directors'
recommendations, "FOR all Nominees" in Proposal 1 and "FOR" Proposals 2 and 3.

Election of Directors: Nominees--J. Chain, J. Edwards, K. Kresa and B. Scowcroft

COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENTS/ADDRESS BOX ON REVERSE SIDE

(Continued and to be signed on other side)


<PAGE>

THIS INSTRUCTION CARD WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED,
WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.

/X/  PLEASE MARK YOUR CHOICES LIKE THIS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.


Item 1--Election of four Class III directors to               FOR      WITHHELD
        hold office for three years and until their                    FOR ALL
        respective successors are elected and qualified.      /  /      /   /

WITHHELD FOR: (Write that nominee's
name in the space provided below)

_____________________________________________________

Item 2--The ratification of the appointment of       FOR     AGAINST     ABSTAIN
        Deloitte & Touche as the Company's
        independent auditors.                        /  /      /  /        /  /

Item 3--Amend the Certificate of Incorporation       FOR     AGAINST     ABSTAIN
        to change the Corporate name.
                                                     /  /      /  /        /  /

COMMENTS/ADDRESS CHANGE Please mark this box if you have comments/address
change on reverse side.  /  /

Signature(s)_________________________________________Date ____________________

Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.