TRW Announces Certified Results of Shareholder Meetings

CLEVELAND, June 14 TRW Inc. today announced that the independent inspectors of elections have certified the voting results from TRW's Annual Meeting of Shareholders, held on April 24, 2002, and TRW's Special Meeting of Shareholders, held on May 3, 2002.

At TRW's Annual Meeting, the holders of 109.5 million shares, or 86.5%, of TRW common and preferred stock were represented in person or by proxy and a quorum was present. Shareholders voted on three proposals submitted by Northrop Grumman Corporation , the election of four directors to TRW's Board of Directors and the ratification of the Company's independent auditors.

TRW shareholders rejected Northrop's proposal that TRW establish a committee of Independent Directors to evaluate Northrop's offer, with approximately 65.2 million shares, or 63.4%, voted against the proposal. 35.4 million shares, or 34.4%, voted to approve the proposal and 2.2 million shares, or 2.1%, abstained.

TRW shareholders rejected Northrop's proposal that TRW take all actions within its authority to let shareholders decide for themselves whether to exchange their TRW shares for Northrop common stock, with approximately 81.1 million shares, or 78.9%, voted against the proposal. 19.4 million shares, or 18.9%, voted to approve the proposal and 2.3 million shares, or 2.3%, abstained.

TRW shareholders approved Northrop's non-binding proposal requesting access to non-public information about TRW, with approximately 55.2 million shares, or 53.7%, voted in favor of the proposal. 45.4 million shares, or 44.1%, voted against the proposal and 2.2 million shares, or 2.2%, abstained.

TRW shareholders approved the election of four directors to TRW's Board of Directors for a term of three years ending in the year 2005, with approximately 108.4 million shares, or 99.0%, voted in favor of the proposal. No more than 1.1 million shares, or 1.0%, of the shares were withheld with respect to any of the elected directors.

TRW shareholders voted to approve the appointment of Ernst & Young LLP as the Company's independent auditors, with approximately 103.4 million shares, or 94.4%, voted in favor of the proposal. 3.5 million shares, or 3.2%, voted against the proposal and 2.7 million shares, or 2.4%, abstained.

At TRW's Special Meeting of Shareholders, the holders of approximately 93.9 million shares, or 74.0%, of TRW common and preferred stock were represented in person or by proxy and a quorum was present. Under Ohio law, authorization of Northrop's Control Share Acquisition Proposal required the approval of a majority of the TRW shares represented at the meeting and the approval of a majority of all "disinterested shares" represented at the meeting. "Disinterested shares" excludes shares that were: held by any officer of TRW elected or appointed by the Board, held by any employee director of TRW, purchased between February 22, 2002 and March 28, 2002 if the total amount paid for the shares exceeded $250,000, shares held by the "acquiring person" and any shares that were voted without a certification. The proposal was rejected on both counts.

Approximately 56.5 million shares, or 60.2%, of all TRW shares represented at the meeting were voted against the proposal. 37.1 million shares, or 39.5%, voted to approve the proposal and 0.3 million shares, or 0.3%, abstained.

Approximately 36.2 million, or 60.2%, of TRW "disinterested shares" represented at the meeting were voted against the proposal. 23.7 million "disinterested" shares, or 39.5%, voted to approve the proposal and 0.2 million "disinterested" shares, or 0.4%, abstained.

Shareholder approval of this proposal would have allowed Northrop to purchase, under Ohio's Control Share Acquisition Statute, more than 20% of TRW's shares pursuant to Northrop's unsolicited exchange offer.

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