Northrop Grumman
Corporation expressed cautious optimism that it will be able to
promptly begin a review of non-public information concerning TRW Inc.,
following TRW’s announcement that “TRW would anticipate sharing non-public
information with interested parties.”

Kent Kresa, chairman and chief executive officer of Northrop Grumman,
said, “We have been asking for the opportunity to conduct a normal due
diligence review of TRW since February, when we first proposed an acquisition.
It’s no coincidence that this was announced on the eve of the April 22 vote of
TRW shareholders on whether the Northrop Grumman offer may proceed under Ohio
The big question now is whether TRW will seek to impose unreasonable
conditions, such as a halt to the pending exchange offer, on Northrop
Grumman’s access to the non-public information.”
Yesterday, Kresa pointed
out, TRW asked Northrop Grumman to agree to a delay of the TRW shareholders
meeting, but Northrop Grumman has declined.

“The only thing which has brought TRW even this far,” Kresa stated, “is
the pressure of the pending shareholder vote.
If shareholders wish to see
meaningful negotiations between Northrop Grumman and TRW, they should keep up
that pressure by voting for the control share acquisition proposal at the
Special Meeting on April 22 and for the Northrop Grumman proposals at the
Annual Meeting of TRW shareholders on April 24.”
Neither of those votes
commit TRW’s shareholders to accept any offer, but they will help to give real
life to a negotiating process between the two companies.
At the end of that
process, shareholders will have the opportunity to decide for themselves if
they wish to accept Northrop Grumman’s exchange offer, or any transaction
which TRW management may approve.
But, this will only be the case if the
control share acquisition proposal is approved on April 22, and if Northrop
Grumman is afforded a meaningful due diligence opportunity.
Otherwise, as we
have repeatedly said, Northrop Grumman will have no choice but to drop this
transaction and go on to other things.“

Mr. Kresa added that Northrop Grumman was not surprised by TRW’s rejection
of the $53 value offered by Northrop Grumman last Monday.
“Even if they are
prepared to begin a true negotiating process, we would not expect them to
publicly accept the offer we have made,” Kresa said.
“The real question is
whether TRW is truly prepared to begin a meaningful process.”

Northrop Grumman Corporation is an $18 billion, global defense company
with its worldwide headquarters in Los Angeles.
Northrop Grumman provides
technologically advanced, innovative products, services and solutions in
defense and commercial electronics, systems integration, information
technology and nuclear and non-nuclear shipbuilding and systems.
With nearly
100,000 employees and operations in 44 states and 25 countries, Northrop
Grumman serves U.S. and international military, government and commercial

Northrop Grumman filed a registration statement on Form S-4 (File No.
333-83672) and a tender offer statement on Schedule TO with the Securities and
Exchange Commission on March 4, 2002 with respect to its offer to exchange all
outstanding shares of TRW Inc. stock for Northrop Grumman common stock.
documents, and any amendments or supplements thereto, contain important
information which should be read by TRW Inc. shareholders before making any
decision regarding the offer to exchange.

The directors, certain executive officers and other employees and
representatives of Northrop Grumman may be deemed to be participants in the
solicitation of proxies for the Special Meeting of TRW Inc. Shareholders to be
held on April 22, 2002 and the 2002 Annual Meeting of TRW Inc. Shareholders to
be held on April 24, 2002.
Northrop Grumman’s proxy materials contain
important information regarding such potential participants and other matters
and should be read by TRW Inc. shareholders.

Copies of any of the foregoing documents may be obtained without charge at
the Securities and Exchange Commission’s website at or upon
request from D.F. King & Co., Inc., the information agent for Northrop
Grumman’s offer to exchange, at 800-755-7250.