Northrop Grumman Corporation and TRW Inc. announced today that they continue to
have constructive discussions with the Department of Justice relating to their
proposed merger and continue to believe that a mutually acceptable consent
decree can be reached within the next several days. Every effort will be
made, the parties said, to complete their pending merger promptly following
shareholder approval of the merger at meetings on Dec. 11, 2002.

The companies agreed with the Justice Department, however, that in the
event the consent decree is not finalized by Dec. 9, 2002, they will not close
the merger until the consent decree is finalized or until Dec. 16, 2002,
whichever is earlier.

As previously disclosed, the anticipated consent decree will contain
provisions to assure fair and open competition with respect to certain
satellite technologies and it is not expected that any divestitures will be
required.

Northrop Grumman Corporation is a $17 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
96,000 employees and operations in 44 states and 25 countries, Northrop
Grumman serves U.S. and international military, government and commercial
customers.

TRW provides advanced-technology products and services for the automotive,
space & electronics, and systems markets. The company’s news releases are
available through TRW’s corporate Web site www.trw.com .

FORWARD-LOOKING STATEMENTS

Certain statements made or implied in this release contain or are based
upon forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, and in particular, statements that are
accompanied or preceded by words such as “expect,” “anticipate,” variations of
these words and similar expressions, including without limitation use of the
future tense, are forward-looking, and actual outcomes may differ materially
from those described or anticipated in this release. Other risks associated
with the TRW Inc. acquisition may be found in Northrop Grumman Corporation’s
filings with the SEC, including without limitation, the joint proxy
statement/prospectus dated November 4, 2002 contained in the Registration
Statement on Form S-4 described below, together with all Supplements thereto.

Northrop Grumman filed a registration statement on Form S-4 (File No.
333-83672) with the Securities and Exchange Commission (SEC) 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 shareholder meetings relating to the proposed merger. The
definitive joint proxy statement/prospectus dated November 4, 2002, contains
important information regarding such potential participants and other
important matters that should be read by Northrop Grumman and TRW shareholders
before making any decisions regarding the merger. Copies of the joint proxy
statement/prospectus, and any amendments or supplements thereto, may be
obtained without charge at the SEC’s website at www.sec.gov as they become
available.