Northrop Grumman
Corporation issued the following statement in response to today’s
ruling by the United States District Court in the Northern District of Ohio.
Kent Kresa, chairman and chief executive officer of Northrop Grumman, said
that he was “pleased that the Court recognized the seriousness of the
company’s constitutional challenge to Ohio’s anti-takeover statutes.”
added that the opinion “underscores the importance of the upcoming vote at the
April 22, 2002, special meeting of shareholders.”

The Court’s ruling, while denying the immediate relief sought by Northrop
Grumman with respect to Ohio’s anti-takeover laws, reserved ruling on the
merits of the issues raised by the company until after the TRW Special
The Court observed that “the magnitude of the issues presented
counsels the Court to take a more deliberate and thoughtful course and to
delay ruling on the merits of the plaintiff’s claims until after the special
meeting of TRW’s shareholders.”
The Court decided that an immediate decision
on the constitutional and other issues was not necessary, even though, as the
Court explained, its “ultimate ruling may alter which shares are ‘interested
shares”’ and thereby ineligible to vote at the special meeting.
The Court
also based its conclusion on TRW’s warranty that “all proxies voted at the
meeting will be maintained and, if necessary, may be re-tallied in short
Finally, in the Court’s view, “If the ‘disinterested’ shareholders
vote to approve the transaction, the issue of the Control Share Acquisition
Act’s constitutional validity becomes moot.”

Kresa said that, “The Court’s decision makes it critically important that
every shareholder who favors the transaction vote at the special meeting,
whether or not the shareholders’ shares would be treated as interested under
the Ohio anti-takeover statutes.”
Northrop Grumman said it will continue to
press its efforts as necessary challenging the constitutionality of those
statutes, and the arbitrary disenfranchisement of many TRW shareholders that
these statutes cause.

About the two companies:

TRW, which provides advanced-technology products and services for the
aerospace, information systems and automotive markets worldwide, reported
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

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.