LOS ANGELES, March 18, 2003 -- Northrop Grumman Corporation (NYSE:NOC) announced today that the previously announced offers to purchase outstanding debt securities by its wholly owned subsidiary Northrop Grumman Space & Mission Systems Corp. (formerly TRW Inc.) expired at the scheduled expiration time of 5:00 p.m., New York City time, on March 17, 2003. The offers to purchase were for any and all of the issues of outstanding Northrop Grumman Space & Mission Systems Corp. debt securities described below at prices calculated at the time a holder agreed to tender. Northrop Grumman Space & Mission Systems has accepted for purchase all such securities tendered prior to the expiration time on the terms and subject to the conditions of the offers.

As of the expiration time, approximately $2.44 billion in aggregate principal amount of outstanding debt securities had been tendered and accepted for purchase, for a total purchase price of approximately $2.86 billion, (including accrued and unpaid interest on the securities). The following table indicates the approximate principal amounts of the following debt securities tendered prior to the expiration time for the offers:

  Description of Securities            Principal Amount Tendered

    6-5/8% Notes due 2004                     $607,729,000
    6.05%  Notes due 2005                     $146,442,000
    7-5/8% Notes due 2006                     $453,199,000
    8-3/4% Notes due 2006                     $414,422,000
    7-1/8% Notes due 2009                     $678,845,000
    9.35%  Notes due 2020                     $ 77,687,000
    9-3/8  Notes due 2021                     $ 64,033,000
 

Northrop Grumman Space & Mission Systems Corp. will use a portion of the cash proceeds from the recent sale of TRW Automotive to finance the purchase of securities tendered pursuant to the offers.

The Dealer Managers for the offers were Salomon Smith Barney, Credit Suisse First Boston, JPMorgan and Scotia Capital.

Northrop Grumman Corporation is a $25 billion global defense company, headquartered in Los Angeles, Calif. Northrop Grumman provides technologically advanced, innovative products, services and solutions in systems integration, defense electronics, information technology, advanced aircraft, shipbuilding and space technology. With approximately 120,000 employees and operations in all 50 states and 25 countries, Northrop Grumman serves U.S. and international military, government and commercial customers.

LEARN MORE ABOUT US: Northrop Grumman news releases, product information, photos and video clips are available on the Internet at: http://www.northropgrumman.com

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