TRW Comments on Northrop Grumman Exchange Offer Results

CLEVELAND, Mar. 29 TRW Inc. today responded to Northrop Grumman's $47 per share exchange offer results.

Philip A. Odeen, TRW's chairman, said, ``Our board has consistently maintained that Northrop Grumman's offer is financially inadequate and not in the best interest of shareholders. With less than 2% of shares tendered for exchange into Northrop Grumman's offer, clearly, TRW shareholders agree. TRW is a great company with a bright future, and our board has determined that Northrop Grumman's offer grossly undervalues our businesses and opportunities.

``As we have stated, this is all about shareholder value, and we believe that our strategic plan to accelerate our debt reduction program and separate our Automotive business will deliver greater value to TRW shareholders than Northrop Grumman's offer.''

According to Northrop Grumman's announcement today, only 2.1 million shares of the approximate 126.6 million outstanding shares of TRW common stock were tendered for exchange. Northrop Grumman also announced that it has extended its exchange offer to April 12, 2002.

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

Northrop Grumman's Offer to Exchange would provide for each share of TRW common stock to be exchanged for that number of shares of Northrop Grumman common stock having a value equal to $47. The exact exchange ratio would be determined by dividing $47 by the average of the closing price of Northrop Grumman common stock for the five consecutive trading days ending immediately prior to the second trading day prior to the expiration of the Offer to Exchange, but in no event will the exchange ratio be greater than 0.4563 ($47/$103) or less than 0.4159 ($47/$113).

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 http://www.sec.gov. Each of these documents may also be obtained, free of charge, by calling investor relations at TRW at 216-291-7506.