In response to TRW’s
announcement yesterday, Northrop Grumman Corporation
issued the following statement regarding the proposals it is submitting for
consideration at TRW’s annual meeting on April 24, 2002.

“We are prepared and want to pay a full and fair value for TRW.
Therefore, we are going directly to TRW shareholders, asking them to vote in
favor of providing us access to information that may allow us to raise our
TRW’s board of directors is not acting in the best interests of its
shareholders by denying Northrop Grumman the opportunity to evaluate the
information we need to consider an increase in our current offer,” said Kent
Kresa, chairman and chief executive officer.

Kresa continued:

— “Our current $47 per share offer is based on publicly available
information and represents an 18 percent premium over the last trade in
TRW stock prior to our offer on Feb. 22 and a 22 percent increase above
the average trading price for the past 12 months (see attached).

— “Because we want TRW’s board to approve our offer, we are prepared to
increase it if due diligence shows that a higher value is warranted.
However, any increase in our offer depends on TRW’s board allowing us
to complete this critical analysis. As a result of non-recurring and
unusual items reported in TRW’s margins, cash flows and earnings during
the past few years, we believe that $47 per share is a full and fair
value in combination with Northrop Grumman, but we are willing to be
convinced otherwise and their board should want to do so.

— “If TRW’s board were truly intent on maximizing shareholder value, it
would engage in discussions with a legitimate buyer that has a proven
management history of successfully integrating acquisitions and thereby
maximizing value for its shareholders.”

Kresa added, “TRW’s assertions that Northrop Grumman’s offer ‘grossly
undervalues’ TRW and is an ‘opportunistic attempt’ to exploit a temporary
depression in TRW’s stock price are completely flawed.
In fact, in the
two-year period ended December 2001 alone, an investment in TRW shares
declined almost 25 percent (see attached), and, prior to our offer, have not
traded above $45.50 since September 2000.
We are offering TRW shareholders a
full and fair price based on public data, the benefits of a more certain and
timely plan than the TRW proposal, and the potential for future value creation
through the ownership of Northrop Grumman stock going forward.
Grumman’s track record of creating shareholder value speaks for itself.
During the same two-year period, an investment in Northrop Grumman’s stock
nearly doubled.”

Northrop Grumman’s annual meeting proposals ask the TRW board (1) to allow
Northrop Grumman and any other qualified buyer access to non-public financial
information so that it can determine if an increase to our $47 per share offer
is warranted, and (2) to establish an independent committee to review any
Shareholder approval of the proposals will not necessarily mean that
TRW will be combined with Northrop Grumman, nor does it obligate TRW
shareholders to tender their shares at $47 per share or any other price.
Passage of these proposals only requests the TRW board to negotiate in good
faith with qualified buyers.

On Feb. 22, 2002, Northrop Grumman announced a proposal to combine with
TRW in a transaction that would deliver $47 in value of Northrop Grumman
common stock for each share of TRW.
Promptly following the close of the
transaction, Northrop Grumman would expect to separate TRW’s automotive
On March 3, 2002, Northrop Grumman announced that it was commencing
an exchange offer for all outstanding shares of common stock and preference
stock of TRW Inc., in order to take its offer directly to TRW shareholders,
and that it was filing a lawsuit in Ohio challenging elements of the state’s
anti-takeover laws.

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

Certain statements and assumptions in this press release contain or are
based on “forward-looking” information and involve risks and uncertainties.
Such statements are subject to numerous assumptions and uncertainties, many of
which are outside Northrop Grumman’s control.
These include negotiation and
completion of a formal transaction agreement, governmental regulatory
processes, Northrop Grumman’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,
the ability to reduce the aggregate amount of debt carried by TRW and Northrop
Grumman after giving effect to any mergers, divestitures or other transaction
involving the companies 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 and information
technology; 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’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 800-755-7520.