Northrop Grumman
Corporation Chairman and Chief Executive Officer Kent Kresa said
today that, “TRW shareholders have sent a strong message to TRW’s board of
directors today in favor of allowing Northrop Grumman to begin due diligence
in connection with its proposed acquisition of TRW.
We are prepared to
immediately enter discussions with TRW to resolve the outstanding differences
concerning an agreement that allows Northrop Grumman to begin due diligence
consideration of non-public information as soon as possible.

“As we have previously stated, we are willing to pay full and fair value
for TRW and encourage TRW to provide information supporting any additional
hidden value.
However, we need to conduct due diligence before we can enter
into substantive discussions that could lead to a negotiated transaction.
remain confident that a combination of TRW and Northrop Grumman would be in
the best interests of TRW shareholders and employees,” Kresa said.

Northrop Grumman stated a combination of TRW and Northrop Grumman would
create a third major player in the growing defense space business, providing
our country with enhanced competition and innovation in key areas of national
TRW would also add complementary capabilities in communications,
electronics and information warfare, while broadening Northrop Grumman’s
information technology customer base.
The combination would create the
nation’s largest supplier of information technology services to the federal

“Northrop Grumman has a great future, with or without TRW,” Kresa said.
“As we have previously stated, we will not overpay, but we believe the
successful completion of this transaction is clearly in the long-term best
interests of TRW shareholders as well as Northrop Grumman shareholders,” Kresa

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 SEC on
March 4, 2002 with respect to its offer to exchange all outstanding shares of
TRW capital stock for Northrop Grumman stock.
These documents contain
important information.
TRW shareholders should read these documents and any
amendments or supplements thereto before making any decision regarding the
offer to exchange.
Copies of such documents may be obtained without charge at
the SEC’s website at or from D.F. King & Co., Inc. the information
agent for the offer to exchange, at 800-755-7250.

The directors, certain executive officers and other employees and
representatives of Northrop Grumman may be deemed to be participants in the
solicitation of proxies of TRW shareholders in connection with a Special
Meeting of TRW Shareholders to be held on May 3, 2002.
Northrop Grumman has
filed proxy materials for this shareholder meeting which contain information
regarding such potential participants.
Northrop Grumman’s proxy materials
contain important information and should be read by TRW shareholders.
proxy materials and any amendments thereto may be obtained at no charge at the
SEC’s website at as they become available.