Sales Up 106 Percent, Segment Operating Margin Increases 81 Percent, Confirms 2002 Guidance of $6.60 – $7.10 EEPS

Northrop Grumman
Corporation today reported first quarter 2002 net income of
$149 million, or $1.27 per share, compared with net income of $132 million, or
$1.81 per share, for the same period of 2001, adjusted for SFAS
No. 142 – Goodwill and Other Intangible Assets.
The comparable per share
decline reflects a substantial decrease in pension income and increases in
interest expense and in the number of shares outstanding.
On an economic
earnings basis, the company reported increased earnings of $170 million, or
$1.45 per share, compared with $101 million, or $1.39 per share, for the same
period of 2001.
First quarter 2002 earnings per share are based on average
diluted shares outstanding of 112.8 million versus 72.8 million for the first
quarter of 2001.

“We are very pleased with our first quarter results which reflect the
contributions of last year’s three strategic acquisitions, coupled with strong
organic growth and earnings,” stated Kent Kresa, Northrop Grumman chairman and
chief executive officer.
“Northrop Grumman is now the nation’s third-largest
defense contractor, with a powerful portfolio of industry-leading businesses
and key technologies.
With the strength and diversity of this portfolio, we
expect to continue to benefit from the nation’s highest defense budget in
recent years.
We are reaffirming our 2002 financial guidance targets and our
expectations for double-digit revenue and economic earnings growth in 2003.”

Kresa added, “We are excited about our proposed acquisition of TRW.
space and satellite business perfectly complements our defense capabilities.
Based on our demonstrated ability to successfully integrate acquired
companies, we expect a completed transaction will lead to enhanced value for
our shareholders.”

Dr. Ronald D. Sugar, Northrop Grumman president and chief operating
officer, commented, “Our team has again demonstrated its expertise in
seamlessly integrating new businesses into Northrop Grumman.
With our April 1
announcement of the completion of the integration of Newport News
Shipbuilding, all three of the company’s 2001 acquisitions have been
successfully completed.
With this behind us, we are in an excellent position
to focus our attention on the integration of TRW later this year, should our
offer be successful.

“We remain focused on execution in all of our businesses.
Our first
quarter results reflect strong operating performance from five of our six
Component Technologies, our smallest sector, continues to be
negatively affected by the downturn in the telecommunications market,” Sugar

Effective Jan. 1, 2002, the company adopted the provisions of SFAS No. 142
eliminating the amortization of goodwill.
As a result, all 2001 and 2002
discussions of operating results exclude goodwill amortization.
details are contained in the Additional Financial Information section.
company is evaluating and analyzing other provisions of SFAS No. 142 and
expects to complete these reviews during 2002.

The 2002 first quarter results include the operations of Litton
Industries, Inc. (Litton), acquired in the second quarter of 2001 and Newport
News Shipbuilding, Inc. (Newport News) and the Electronics and Information
Systems Group of Aerojet General (EIS), both acquired in the fourth quarter of
These acquisitions are important components of the increase in sales,
operating margin and net income for the 2002 first quarter compared with the
first quarter of 2001.

Sales for the first quarter more than doubled to $4.1 billion from
$2.0 billion reported for the first quarter of 2001.
Northrop Grumman’s
operating margin for the quarter increased 39 percent to $313 million from an
adjusted $225 million in the same period a year ago.
The 2002 first quarter
operating margin included $24 million of pension income, significantly lower
than the $69 million reported in the first quarter of 2001.
The company said
that pension income for 2002 is expected to total $95 million compared with
$337 million reported for 2001.

Sales at Electronics Systems in the 2002 first quarter increased
76 percent to $1.2 billion from $701 million for the same period of 2001,
including a 16 percent increase in organic sales.
Operating margin for the
quarter was $99 million compared to 2001 first quarter adjusted operating
margin of $53 million.
The sales and margin increases reflect the
contributions by Litton’s electronics businesses and EIS.

Ships, which includes the financial results of the Newport News and Ship
Systems sectors, generated sales of $1.1 billion and operating margin of
$79 million for the first quarter of 2002.
Although Newport News is now
operating as a separate Northrop Grumman sector, the company has aggregated
Newport News and Ship Systems results for financial reporting purposes.

Information Technology reported sales of $929 million in the quarter ended
March 31, 2002, an increase of 58 percent over the same period a year ago.
The sales growth was driven by businesses added in the Litton acquisition.
Operating margin was $50 million in the quarter, up from an adjusted
$34 million in the first quarter of 2001.

Sales for Integrated Systems increased 10 percent to $807 million for the
2002 first quarter compared with $733 million for the same period a year ago,
reflecting higher B-2 and unmanned vehicle sales.
Operating margin for the
2002 first quarter increased 6 percent to $93 million from an adjusted
$88 million in the comparable year ago period.

Component Technologies reported 2002 first quarter sales of $125 million
and an operating loss of $4 million.
Component Technologies’ operating margin
continued to be adversely impacted by the downturn in the telecommunications
Looking ahead, the sector remains well positioned to capitalize on
a market turnaround.
Component Technologies continues to generate solid
performance in its non-telecommunications business.

Contract acquisitions increased to $5.8 billion for the first three months
of 2002 from $2.2 billion reported for the same period a year ago.
For the
first quarter 2002, the company’s Electronics Systems segment reported
contract acquisitions of $1.5 billion reflecting the inclusion of Litton and
EIS businesses and higher F-22 funding in the combat avionics business area.
Ships reported contract acquisitions of $1.8 billion resulting from the
funding of Virginia-class submarines and refueling and overhaul of the carrier
USS Enterprise.
Information Technology reported contract acquisitions of
$1.1 billion, principally in the government information technology business
Integrated Systems reported $1.3 billion in contract acquisitions,
reflecting higher F/A-18E/F and unmanned vehicle systems funding.
Technologies reported $129 million in contract acquisitions.
The company’s
business backlog at March 31, 2002, was $22.4 billion, more than double the
$10.3 billion reported a year earlier.

In the first quarter of 2002 the company used cash from operations of
$99 million compared with a use of $33 million for the same period last year.

Northrop Grumman’s net debt at March 31, 2002, was $5.4 billion, up from
the $5.0 billion reported at Dec. 31, 2001, reflecting in part cash
expenditures to complete the Newport News acquisition.
Interest expense for
the first quarter increased to $109 million from $47 million reported in the
2001 first quarter, as a result of the company’s financing activities related
to the acquisitions of Litton, Newport News and EIS.
Debt to total capital
was 40 percent at the end of the first quarter.

As previously announced, the company has issued an exchange offer to
purchase all of the outstanding stock of TRW.

There can be no assurance that such a transaction will be completed.

Northrop Grumman Corporation is an $18 billion, global aerospace and
defense company with its worldwide headquarters in Los Angeles.
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 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 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 future impacts on revenues and earnings.
statements are subject to numerous assumptions and uncertainties, many of
which are outside the company’s control.
These include the company’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, acquisitions
and 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 domestic and global needs for ships, military
aircraft, military and civilian electronic systems and support, information
technology and other products; 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.

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.
These 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.

Northrop Grumman will webcast its security analyst conference call at
2 p.m. EDT on April 17, 2002.
A live audio broadcast of the conference call
will be available on the Investor Relations page of the company’s Web site at .

                           NORTHROP GRUMMAN CORPORATION
                               FINANCIAL HIGHLIGHTS
                         (in millions, except per share)

                                                          FIRST QUARTER
                                                       2002           2001
      Economic earnings (See reconciliation below)      $170           $101
      Economic earnings per share                      $1.45          $1.39

      Net cash used in operating activities             $(99)          $(33)

      EBITDAP (See reconciliation below)                $439           $221
      EBITDAP per share                                $3.89          $3.04

                                                      MAR. 31        DEC. 31
                                                       2002          2001(3)
      Cash and cash equivalents                         $115           $464
      Accounts receivable                              2,877          2,735
      Inventoried costs                                1,225          1,226
      Property, plant and equipment, net               2,941          2,767
      Total debt                                       5,485          5,497
      Net debt(1)                                      5,370          5,033
      Mandatorily redeemable preferred stock             350            350
      Shareholders' equity                             7,854          7,391
      Total assets                                    21,457         20,850

      Debt to capitalization ratio(2)                    40%            42%

                                                          FIRST QUARTER

      Calculation of Economic earnings
        Income before taxes                             $216           $160
        Amortization of goodwill                          --             35
        Amortization of purchased intangibles             55             22
        Pension income                                   (24)           (69)
        Income tax                                       (77)           (47)
      Economic earnings                                  170            101
        Preferred dividend                                (6)            --
      Economic earnings available to common
       shareholders                                     $164           $101

      Diluted weighted average common shares
       outstanding                                    112.76          72.76

      Calculation of EBITDAP
        Income before taxes                             $216           $160
        Net interest expense                             107             31
        Depreciation                                      85             42
        Amortization of goodwill                          --             35
        Amortization of purchased intangibles             55             22
        Pension income                                   (24)           (69)
      EBITDAP                                           $439           $221

    (1) Total debt less cash and cash equivalents
    (2) Total debt divided by the sum of shareholders' equity, mandatorily
        redeemable preferred stock and total debt
    (3) Certain prior year amounts have been reclassified to conform to the
        2002 presentation

                           NORTHROP GRUMMAN CORPORATION
                                OPERATING RESULTS
                        ($ in millions, except per share)

                                     CONTRACT                 FUNDED
                                   ACQUISITIONS            ORDER BACKLOG
                                   FIRST QUARTER             MARCH 31
                                  2002       2001         2002       2001

    Electronic Systems           $1,470       $987        $6,263     $5,265
    Ships                         1,847         --        10,542         --
    Information Technology        1,073        636         1,580        990
    Integrated Systems            1,310        615         4,026      4,173
    Component Technologies          129         --           222         --
    Intersegment Eliminations       (53)       (38)         (212)      (108)

        Total Segments           $5,776     $2,200       $22,421    $10,320

                                     NET SALES               MARGIN (LOSS)
                                   FIRST QUARTER             FIRST QUARTER
                                  2002       2001         2002       2001

    Electronic Systems           $1,238       $701           $99        $36
    Ships                         1,077         --            79         --
    Information Technology          929        589            50         24
    Integrated Systems              807        733            93         80
    Component Technologies          125         --            (4)        --
    Intersegment Eliminations       (90)       (37)           --         --

        Total Segments           $4,086     $1,986           317        140

                        Reconciliation to operating margin
                          Royalty income reclassification     (6)        --
                          Unallocated corporate expenses     (20)        (9)
                          Unallocated state tax provision     (2)       (10)
                          Pension income                      24         69

                        Operating margin                     313        190

                        Other income, net                     12         17
                        Interest expense                    (109)       (47)
                        Income before taxes                  216        160

                        Federal and foreign income taxes      67         57

                        Net income                          $149       $103

                        Diluted earnings per share         $1.27      $1.42

    Note: Operating Results for 2001 are as reported.  See "Additional
          Financial Information" for the effects of SFAS No. 142 - Goodwill
          and Other Intangible Assets

                           NORTHROP GRUMMAN CORPORATION
                          ADDITIONAL SEGMENT INFORMATION
                                 ($ in millions)

                                                        2002          2001 *
    Electronic Systems
      Aerospace Electronic Systems                      $310           $263
      C4ISR&N                                            286            200
      Defensive Electronic Systems                       205             83
      Navigation Systems                                 177             --
      Space Systems                                      116             62
      Other                                              144             93
                                                      $1,238           $701

      Aircraft Carriers                                 $473            $--
      Surface Combatants                                 189             --
      Amphibious & Auxiliary                             161             --
      Submarines                                         130             --
      Commercial & International                          70             --
      Services & Other                                    73             --
      Intrasegment Eliminations                          (19)            --
                                                      $1,077            $--

    Information Technology
      Government Information Technology                 $580           $267
      Enterprise Information Technology                  138            141
      Technology Services                                152            127
      Commercial Information Technology                   59             54
                                                        $929           $589

    Integrated Systems
      Air Combat Systems                                $485           $406
      Airborne Early Warning/Electronic Warfare          168            166
      Airborne Ground Surveillance/Battle Management     152            165
      Intrasegment Eliminations                            2             (4)
                                                        $807           $733

    Component Technologies                              $125            $--

    *Certain prior year amounts have been reclassified to conform to the 2002


    Electronic Systems                                   $23            $17
    Ships                                                 20             --
    Information Technology                                 5              1
    Integrated Systems                                     4              4
    Component Technologies                                 3             --
                                                         $55            $22

                           NORTHROP GRUMMAN CORPORATION
                       (in millions, except per share data)

                                                        2002           2001
    Operating Margin (Loss)
    Electronic Systems - as reported                     $99            $36
      Add back goodwill amortization                      --             17
    Electronic Systems - comparable                       99             53

    Ships                                                 79             --

    Information Technology - as reported                  50             24
      Add back goodwill amortization                      --             10
    Information Technology - comparable                   50             34

    Integrated Systems - as reported                      93             80
      Add back goodwill amortization                      --              8
    Integrated Systems - comparable                       93             88

    Component Technologies                                (4)            --

    Segment Operating Margin - as reported               317            140
      Add back goodwill amortization                      --             35
    Segment Operating Margin - comparable               $317           $175

    Total Operating Margin - as reported                $313           $190
      Add back goodwill amortization                      --             35
    Total Operating Margin - comparable                 $313           $225

    Net Income
    As reported                                         $149           $103
      Add back goodwill amortization, net of tax          --             29
    Comparable                                          $149           $132

    Diluted Earnings Per Share
    As reported                                        $1.27          $1.42
      Add back goodwill amortization, net of tax          --            .39
    Comparable                                         $1.27          $1.81

    Weighted average shares outstanding for
     diluted EPS                                      112.76          72.76