Northrop Grumman
Corporation announced today that it has commenced an exchange
offer for all outstanding shares of common stock and preference stock of TRW
Inc.

Each share of TRW common stock may be exchanged for a number of shares of
common stock of Northrop Grumman equal to $47.
The exact exchange ratio will
be determined by dividing the average of the closing price of Northrop Grumman
common stock for the five consecutive trading days ending immediately prior to
the second trading day prior to the expiration of the offer, but in no event
will the number of Northrop Grumman shares exchanged be more than 0.4563
($47/$103) or less than 0.4159 ($47/$113).
Each share of TRW’s Series 1
preference stock II and Series 3 preference stock II may be exchanged for a
number of Northrop Grumman shares equal to the exchange rate described above
multiplied by the effective conversion rate for the shares of preference
stock.
The offer to exchange and withdrawal rights will expire at 12:00
midnight, New York City time, on March 29, 2002, unless extended.

NORTHROP GRUMMAN IS FILING A REGISTRATION STATEMENT AND A TENDER OFFER
STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO THE
OFFER TO EXCHANGE, WHICH CONTAIN IMPORTANT INFORMATION.
TRW SHAREHOLDERS
SHOULD READ THESE DOCUMENTS, COPIES OF WHICH MAY BE OBTAINED WITHOUT CHARGE AT
THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT WWW.SEC.GOV.
COPIES OF
THE OFFERING MATERIALS MAY ALSO BE OBTAINED FROM D.F. KING & CO., INC., THE
INFORMATION AGENT FOR THE OFFER TO EXCHANGE, AT 800-755-7520.

Kent Kresa, chairman and chief executive officer of Northrop Grumman,
stated “We have not received a substantive response from TRW regarding our
February 21 letter to enter into negotiations for a proposed business
combination.
We continue to believe that such a transaction would be in the
best interests of both companies’ shareholders.
Accordingly, we are moving
ahead to make this offer available to TRW shareholders and to initiate all the
steps that are necessary to see it through to conclusion, including requesting
that the TRW board of directors call the special meeting of shareholders
required under Ohio law to authorize our acquisition of TRW shares.
We expect
that the TRW shareholders will respond favorably.
In addition, we are filing
a lawsuit in Ohio challenging elements of its anti-takeover laws.”

Mr. Kresa added, “As we stated on February 22, the proposed strategic
combination of Northrop Grumman and TRW will create a third major contributor
to the nation’s satellite and missile defense requirements.
Following
completion of the acquisition, we intend to promptly separate TRW’s automotive
business from the rest of the combined company either through a sale to a
third party or parties or a spin off to the shareholders of the combined
companies,” Kresa added.

Mr. Kresa noted that Northrop Grumman remains willing to entertain
negotiations with TRW regarding a transaction and would welcome the
opportunity to consider non-public information about TRW in order to consider
any enhanced values that might be demonstrated by such information.

TRW provides advanced-technology products and services for the aerospace,
information systems and automotive markets worldwide.
The company generated
year-end 2001 sales of $16.4 billion.

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
customers.

Note:
Certain statements and assumptions in this release contain or are
based on “forward-looking” information (that the company believes to be within
the definition in the Private Securities Litigation Reform Act of 1995) and
involve risks and uncertainties.
Such “forward-looking” information includes
the statements above as to the impact of the proposed acquisition on revenues
and earnings.
Such statements are subject to numerous assumptions and
uncertainties, many of which are outside the company’s control.
These include
governmental regulatory processes, the company’s ability to successfully
integrate the operations of TRW, achieve a successful transaction or other
resolution with respect to the TRW automotive sector, assumptions with respect
to future revenues, expected program performance and cash flows, the outcome
of contingencies including litigation, environmental remediation, divestitures
of businesses, and anticipated costs of capital investments.
The company’s
operations are subject to various additional risks and uncertainties resulting
from its position as a supplier, either directly or as subcontractor or team
member, to the U.S. Government and its agencies as well as to foreign
governments and agencies; actual outcomes are dependent upon factors,
including, without limitation, the company’s successful performance of
internal plans; government customers’ budgetary restraints; customer changes
in short-range and long-range plans; domestic and international competition in
both the defense and commercial areas; product performance; continued
development and acceptance of new products; performance issues with key
suppliers and subcontractors; government import and export policies;
acquisition or termination of government contracts; the outcome of political
and legal processes; legal, financial, and governmental risks related to
international transactions and global needs for military aircraft, military
and civilian electronic systems and support and information technology; as
well as other economic, political and technological risks and uncertainties
and other risk factors set out in the company’s filings from time to time with
the Securities and Exchange Commission, including, without limitation, the
company’s reports on Form 10-K and Form 10-Q.

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of TRW or Northrop Grumman.
Should any such offer be
commenced, Northrop Grumman will file and deliver all forms, notices and
documents required under state and federal law.