TRW Responds to Northrop Grumman

TRW Inc. issued
the following statement in response to the release issued today by Northrop
Grumman .

“There is nothing new in today’s announcement by Northrop Grumman.
The
TRW board continues to urge TRW shareholders to reject Northrop’s grossly
inadequate, below-market $47 per share offer.
In light of this offer — now
more than $4.00 below TRW’s current market price — it simply makes no sense
for TRW to share confidential, business sensitive information with Northrop
Grumman.
As we have said before, this is all about shareholder value.
We
believe that TRW’s announced plan to accelerate debt reduction and separate
our Automotive business in a tax-efficient manner will provide value
significantly in excess of Northrop Grumman’s below-market offer.”

TRW provides advanced-technology products and services for the aerospace,
systems, and automotive markets.

The directors and certain executive officers of TRW may be deemed to be
participants in the solicitation of proxies from shareholders of TRW in
connection with TRW’s special meeting of shareholders under the Ohio Control
Share Acquisition Statute.
Information concerning such participants is
contained in TRW’s definitive proxy statement relating to TRW’s 2002 Annual
Meeting filed with the Securities and Exchange Commission on March 4, 2002 on
Schedule 14A.

This press release relates to Northrop Grumman’s exchange offer commenced
March 4, 2002.
Shareholders of TRW are advised to read TRW’s
Solicitation/Recommendation Statement on Schedule 14D-9, filed March 13, 2002,
as it may be amended from time to time, and TRW’s PROXY STATEMENT FOR THE
SPECIAL MEETING IN CONNECTION WITH THE SOLICITATION OF PROXIES FROM TRW
SHAREHOLDERS WHEN IT BECOMES AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
Shareholders of TRW and other interested parties may obtain,
free of charge, copies of the Schedule 14D-9, TRW’s proxy statement and other
documents filed by TRW with the SEC at the SEC’s internet website at
www.sec.gov.
Each of these documents may also be obtained, free of charge, by
calling investor relations at TRW at 216-291-7506.

Certain of the information contained in this press release may be
considered “forward-looking statements” which are subject to a number of risks
and uncertainties.
The preparation of forward-looking statements requires the
use of estimates of future revenues, expenses, activity levels and economic
and market conditions, many of which are outside the Company’s control.
The
Company’s results could be affected by the ability to obtain new contract
awards; the level of defense funding by the government and the termination of
existing government contracts; pricing pressures from customers; moderation or
decline in the automobile build rate; changes in consumer debt levels; work
stoppages; unanticipated downturn in the financial condition of, or business
relationships with customers or suppliers; the ability to reduce the level of
outstanding debt from cash flow from operations and the proceeds from asset
dispositions; a credit rating downgrade; increase in interest rates; customer
recall and warranty claims; product liability and litigation issues; changes
to the regulatory environment regarding automotive safety; the introduction of
competing products or technology by competitors; the ability to attract and
retain skilled employees with high-level technical competencies; the financial
results of companies in which we have made technology investments; the
availability of funding for research and development; economic, regulatory and
political domestic and international conditions; fluctuations in currency
exchange rates; and the impact of additional terrorist attacks, which could
result in reduced automotive production, disruptions to the transportation
system, or significant and prolonged disruption to air travel.
In addition,
there can be no assurance: (i) that an agreement relating to any investment in
the Company, or relating to any sale or other distribution of all or a part of
the Company’s operating businesses will be reached, or that if an agreement is
reached, that the transactions contemplated by such agreement will be
consummated; (ii) that the Company will spin off the Automotive business or
that such spin-off will be complete within six to nine months; (iii) that the
Company will be successful in delevering the Company, or that the methods
described for delevering will be utilized; (iv) as to the amount by which debt
will be reduced; (v) that the Company’s strategy will deliver any particular
level of value to TRW shareholders; (vi) that defense spending will rise and
research, development, test and evaluation budgets will increase; (vii) that
the commercial aerospace industry will stabilize; (viii) that North American
2002 light vehicle production will increase from 2001 levels; (ix) that 2002
earnings per share estimates will be met or exceeded; (x) with respect to the
expected amounts of the Company’s operating cash flows in 2002, that such
amounts will be utilized to delever the Company’s balance sheet; (xi) with
respect to the amounts that will be realized, if any, by the Company from
divestitures; (xii) with respect to the amount of sales, earnings per share or
cash flow that will be realized by the Company in 2002; and (xiii) that the
Company’s costs will decrease in 2002.
Other factors and assumptions not
identified above are also involved in the preparation of forward-looking
statements, and the failure of such other factors and assumptions to be
realized may also cause actual results to differ materially from those
discussed.
The Company assumes no obligation to update such estimates to
reflect actual results, changes in assumption or changes in other factors
affecting such estimates other than as required by law.