Northrop Grumman Corporation announced today that it has made two filings with
government regulators related to its pending acquisition of TRW Inc. With the filings, the company said the acquisition remains on
track for closure during the fourth quarter of 2002.

On Sept. 12, Northrop Grumman submitted a Certificate of Substantial
Compliance to the Department of Justice regarding the department’s Second
Request for Information pertaining to the Northrop Grumman-TRW merger.

On Sept. 13, Northrop Grumman filed a notification with the European
Commission. The time period required to complete the commission’s regulatory
review is expected to expire Oct. 16.

Northrop Grumman and TRW jointly announced July 1 that they had entered
into a definitive merger agreement. Under the terms of the agreement,
Northrop Grumman will acquire TRW for $60 per share in common stock in a
transaction valued at approximately $7.8 billion, plus the assumption of TRW’s
net debt at the time of closing.

The exact exchange ratio will be determined by dividing $60 by the average
of the reported closing sale prices per share of Northrop Grumman common stock
on the New York Stock Exchange for the five consecutive trading days ending on
and including the second trading day prior to the closing of the merger. The
exchange ratio will not be less than 0.4348 or more than 0.5357 of a Northrop
Grumman share.

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

Note: Certain statements and assumptions in this release contain or are
based on “forward-looking” information (that Northrop Grumman 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, among other things, the statements above as to the impact of the
proposed TRW Inc. acquisition on revenues and earnings. Such statements are
subject to numerous assumptions and uncertainties, many of which are outside
Northrop Grumman’s control. These include Northrop Grumman’s ability to
successfully integrate its acquisitions, 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. Northrop Grumman’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, Northrop Grumman’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, information technology; naval
vessels, space systems and related technologies, as well as other economic,
political and technological risks and uncertainties and other risk factors set
out in Northrop Grumman’s filings from time to time with the Securities and
Exchange Commission, including, without limitation, Northrop Grumman reports
on Form 10-K and Form 10-Q.

Northrop Grumman Corporation filed a registration statement on Form S-4
(File No. 333-83672) with the Securities and Exchange Commission on March 4,
2002 that has been amended to include a joint proxy statement/prospectus
relating to the proposed merger of Northrop Grumman and TRW Inc. The
directors, certain executive officers and other employees and representatives
of Northrop Grumman and TRW Inc. may be deemed to be participants in the
solicitation of proxies for the shareholders meeting relating to the proposed
merger. The joint proxy statement/prospectus contains important information
regarding such potential participants and other important matters which should
be read by Northrop Grumman and TRW shareholders before making any decisions
regarding the merger. Copies of joint proxy statement/prospectus, and any
amendments or supplements thereto, may be obtained without charge at the SEC’s
website at as they become available.