Sales Up 106 Percent
 Segment Operating Margin Increases 81 Percent
 Confirms 2002 Guidance of $6.60 - $7.10 EEPS
 

LOS ANGELES, April 17, 2002 -- Northrop Grumman Corporation (NYSE:NOC) today reported first quarter 2002 net income of $149 million, or $1.27 per share, compared with net income of $132 million, or $1.81 per share, for the same period of 2001, adjusted for SFAS No. 142 -- Goodwill and Other Intangible Assets. The comparable per share decline reflects a substantial decrease in pension income and increases in interest expense and in the number of shares outstanding. On an economic earnings basis, the company reported increased earnings of $170 million, or $1.45 per share, compared with $101 million, or $1.39 per share, for the same period of 2001. First quarter 2002 earnings per share are based on average diluted shares outstanding of 112.8 million versus 72.8 million for the first quarter of 2001.

"We are very pleased with our first quarter results which reflect the contributions of last year's three strategic acquisitions, coupled with strong organic growth and earnings," stated Kent Kresa, Northrop Grumman chairman and chief executive officer. "Northrop Grumman is now the nation's third-largest defense contractor, with a powerful portfolio of industry-leading businesses and key technologies. With the strength and diversity of this portfolio, we expect to continue to benefit from the nation's highest defense budget in recent years. We are reaffirming our 2002 financial guidance targets and our expectations for double-digit revenue and economic earnings growth in 2003."

Kresa added, "We are excited about our proposed acquisition of TRW. Its space and satellite business perfectly complements our defense capabilities. Based on our demonstrated ability to successfully integrate acquired companies, we expect a completed transaction will lead to enhanced value for our shareholders."

Dr. Ronald D. Sugar, Northrop Grumman president and chief operating officer, commented, "Our team has again demonstrated its expertise in seamlessly integrating new businesses into Northrop Grumman. With our April 1 announcement of the completion of the integration of Newport News Shipbuilding, all three of the company's 2001 acquisitions have been successfully completed. With this behind us, we are in an excellent position to focus our attention on the integration of TRW later this year, should our offer be successful.

"We remain focused on execution in all of our businesses. Our first quarter results reflect strong operating performance from five of our six sectors. Component Technologies, our smallest sector, continues to be negatively affected by the downturn in the telecommunications market," Sugar added.

Effective Jan. 1, 2002, the company adopted the provisions of SFAS No.142 eliminating the amortization of goodwill. As a result, all 2001 and 2002 discussions of operating results exclude goodwill amortization. Further details are contained in the Additional Financial Information section. The company is evaluating and analyzing other provisions of SFAS No. 142 and expects to complete these reviews during 2002.

The 2002 first quarter results include the operations of Litton Industries, Inc. (Litton), acquired in the second quarter of 2001 and Newport News Shipbuilding, Inc. (Newport News) and the Electronics and Information Systems Group of Aerojet General (EIS), both acquired in the fourth quarter of 2001. These acquisitions are important components of the increase in sales, operating margin and net income for the 2002 first quarter compared with the first quarter of 2001.

Sales for the first quarter more than doubled to $4.1 billion from $2.0 billion reported for the first quarter of 2001. Northrop Grumman's operating margin for the quarter increased 39 percent to $313 million from an adjusted $225 million in the same period a year ago. The 2002 first quarter operating margin included $24 million of pension income, significantly lower than the $69 million reported in the first quarter of 2001. The company said that pension income for 2002 is expected to total $95 million compared with $337 million reported for 2001.

Sales at Electronics Systems in the 2002 first quarter increased 76 percent to $1.2 billion from $701 million for the same period of 2001, including a 16 percent increase in organic sales. Operating margin for the quarter was $99 million compared to 2001 first quarter adjusted operating margin of $53 million. The sales and margin increases reflect the contributions by Litton's electronics businesses and EIS.

Ships, which includes the financial results of the Newport News and Ship Systems sectors, generated sales of $1.1 billion and operating margin of $79 million for the first quarter of 2002. Although Newport News is now operating as a separate Northrop Grumman sector, the company has aggregated Newport News and Ship Systems results for financial reporting purposes.

Information Technology reported sales of $929 million in the quarter ended March 31, 2002, an increase of 58 percent over the same period a year ago. The sales growth was driven by businesses added in the Litton acquisition. Operating margin was $50 million in the quarter, up from an adjusted $34 million in the first quarter of 2001.

Sales for Integrated Systems increased 10 percent to $807 million for the 2002 first quarter compared with $733 million for the same period a year ago, reflecting higher B-2 and unmanned vehicle sales. Operating margin for the 2002 first quarter increased 6 percent to $93 million from an adjusted $88 million in the comparable year ago period.

Component Technologies reported 2002 first quarter sales of $125 million and an operating loss of $4 million. Component Technologies' operating margin continued to be adversely impacted by the downturn in the telecommunications industry. Looking ahead, the sector remains well positioned to capitalize on a market turnaround. Component Technologies continues to generate solid performance in its non-telecommunications business.

Contract acquisitions increased to $5.8 billion for the first three months of 2002 from $2.2 billion reported for the same period a year ago. For the first quarter 2002, the company's Electronics Systems segment reported contract acquisitions of $1.5 billion reflecting the inclusion of Litton and EIS businesses and higher F-22 funding in the combat avionics business area. Ships reported contract acquisitions of $1.8 billion resulting from the funding of Virginia-class submarines and refueling and overhaul of the carrier USS Enterprise. Information Technology reported contract acquisitions of $1.1 billion, principally in the government information technology business area. Integrated Systems reported $1.3 billion in contract acquisitions, reflecting higher F/A-18E/F and unmanned vehicle systems funding. Component Technologies reported $129 million in contract acquisitions. The company's business backlog at March 31, 2002, was $22.4 billion, more than double the $10.3 billion reported a year earlier.

In the first quarter of 2002 the company used cash from operations of $99 million compared with a use of $33 million for the same period last year.

Northrop Grumman's net debt at March 31, 2002, was $5.4 billion, up from the $5.0 billion reported at Dec. 31, 2001, reflecting in part cash expenditures to complete the Newport News acquisition. Interest expense for the first quarter increased to $109 million from $47 million reported in the 2001 first quarter, as a result of the company's financing activities related to the acquisitions of Litton, Newport News and EIS. Debt to total capital was 40 percent at the end of the first quarter.

As previously announced, the company has issued an exchange offer to purchase all of the outstanding stock of TRW.

There can be no assurance that such a transaction will be completed.

Northrop Grumman Corporation is an $18 billion, global aerospace and 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 100,000 employees and operations in 44 states and 25 countries, Northrop Grumman serves U.S. and international military, government and commercial customers.

Note: Certain statements and assumptions in this release contain or are based on "forward-looking" information (that the company believes to be within the definition in the Private Securities Litigation Reform Act of 1995) and involve risks and uncertainties. Such "forward-looking" information includes the statements above as to future impacts on revenues and earnings. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the company's control. These include the company's ability to successfully integrate its acquisitions, assumptions with respect to future revenues, expected program performance and cash flows, the outcome of contingencies including litigation, environmental remediation, acquisitions and divestitures of businesses, and anticipated costs of capital investments. The company's operations are subject to various additional risks and uncertainties resulting from its position as a supplier, either directly or as subcontractor or team member, to the U.S. Government and its agencies as well as to foreign governments and agencies; actual outcomes are dependent upon factors, including, without limitation, the company's successful performance of internal plans; government customers' budgetary restraints; customer changes in short-range and long-range plans; domestic and international competition in both the defense and commercial areas; product performance; continued development and acceptance of new products; performance issues with key suppliers and subcontractors; government import and export policies; acquisition or termination of government contracts; the outcome of political and legal processes; legal, financial, and governmental risks related to international transactions and domestic and global needs for ships, military aircraft, military and civilian electronic systems and support, information technology and other products; as well as other economic, political and technological risks and uncertainties and other risk factors set out in the company's filings from time to time with the Securities and Exchange Commission, including, without limitation, the company's reports on Form 10-K and Form 10-Q.

Northrop Grumman filed a registration statement on Form S-4 (File No. 333-83672) and a tender offer statement on Schedule TO with the Securities and Exchange Commission on March 4, 2002 with respect to its offer to exchange all outstanding shares of TRW Inc. stock for Northrop Grumman common stock. These documents, and any amendments or supplements thereto, contain important information which should be read by TRW Inc. shareholders before making any decision regarding the offer to exchange.

The directors, certain executive officers and other employees and representatives of Northrop Grumman may be deemed to be participants in the solicitation of proxies for the Special Meeting of TRW Inc. Shareholders to be held on April 22, 2002 and the 2002 Annual Meeting of TRW Inc. Shareholders to be held on April 24, 2002. Northrop Grumman's proxy materials contain important information regarding such potential participants and other matters and should be read by TRW Inc. shareholders.

Copies of any of the foregoing documents may be obtained without charge at the Securities and Exchange Commission's website at www.sec.gov or upon request from D.F. King & Co., Inc., the information agent for Northrop Grumman's offer to exchange, at 800-755-7250.

Northrop Grumman will webcast its security analyst conference call at 2 p.m. EDT on April 17, 2002. A live audio broadcast of the conference call will be available on the Investor Relations page of the company's Web site at http://www.northropgrumman.com .

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

  NORTHROP GRUMMAN CORPORATION
                        FINANCIAL HIGHLIGHTS
                    (in millions, except per share)

                                                  FIRST QUARTER
                                               --------------------
                                                2002           2001
                                               -----          -----

 FINANCIAL METRICS (Other Data)
  Economic earnings
   (See reconciliation below)                $   170        $   101
  Economic earnings per share                $  1.45        $  1.39

  Net cash used in operating
   activities                                $   (99)       $   (33)

  EBITDAP (See reconciliation below)         $   439        $   221
  EBITDAP per share                          $  3.89        $  3.04


                                              MAR. 31        DEC. 31
                                               2002          2001(3)
                                               -----          -----
 BALANCE SHEET DATA
  Cash and cash equivalents                  $   115        $   464
  Accounts receivable                          2,877          2,735
  Inventoried costs                            1,225          1,226
  Property, plant and equipment, net           2,941          2,767
  Total debt                                   5,485          5,497
  Net debt(1)                                  5,370          5,033
  Mandatorily redeemable preferred stock         350            350
  Shareholders' equity                         7,854          7,391
  Total assets                                21,457         20,850

  Debt to capitalization ratio(2)                 40%            42%

                                                  FIRST QUARTER
                                               --------------------
RECONCILIATIONS FROM GAAP
 TO FINANCIAL METRICS                           2002           2001
                                               -----          -----

 Calculation of Economic earnings
  Income before taxes                        $   216        $   160
  Amortization of goodwill                        --             35
  Amortization of purchased
   intangibles                                    55             22
  Pension income                                 (24)           (69)
  Income tax                                     (77)           (47)
                                               -----          -----
 Economic earnings                               170            101
  Preferred dividend                              (6)            --
                                               -----          -----
 Economic earnings available
  to common shareholders                     $   164        $   101
                                               -----          -----

 Diluted weighted average
  common shares outstanding                   112.76          72.76
                                               -----          -----
 Calculation of EBITDAP
  Income before taxes                        $   216        $   160
  Net interest expense                           107             31
  Depreciation                                    85             42
  Amortization of goodwill                        --             35
  Amortization of purchased
   intangibles                                    55             22
  Pension income                                 (24)           (69)
                                               -----          -----
 EBITDAP                                     $   439        $   221
                                               -----          -----


 (1) Total debt less cash and cash equivalents
 (2) Total debt divided by the sum of shareholders' equity,
     mandatorily redeemable preferred stock and total debt
 (3) Certain prior year amounts have been reclassified to
     conform to the 2002 presentation


                       NORTHROP GRUMMAN CORPORATION
                           OPERATING RESULTS
                    ($ in millions, except per share)


                                  CONTRACT             FUNDED
                                ACQUISITIONS        ORDER BACKLOG
                            -------------------   -------------------
                                FIRST QUARTER         MARCH 31
                            -------------------   -------------------
                               2002       2001      2002       2001
                            --------   --------   --------   --------

 Electronic Systems         $  1,470   $    987   $  6,263   $  5,265
 Ships                         1,847         --     10,542         --
 Information Technology        1,073        636      1,580        990
 Integrated Systems            1,310        615      4,026      4,173
 Component Technologies          129         --        222         --
 Intersegment Eliminations       (53)       (38)      (212)      (108)
                            --------   --------   --------   --------

  Total Segments            $  5,776   $  2,200   $ 22,421   $ 10,320
                            --------   --------   --------   --------


                                                       OPERATING
                                 NET SALES           MARGIN (LOSS)
                            -------------------   -------------------
                               FIRST QUARTER         FIRST QUARTER
                            -------------------   -------------------
                              2002       2001       2002       2001
                            --------   --------   --------   --------

 Electronic Systems         $  1,238   $    701   $     99   $     36
 Ships                         1,077         --         79         --
 Information Technology          929        589         50         24
 Integrated Systems              807        733         93         80
 Component Technologies          125         --         (4)        --
 Intersegment Eliminations       (90)       (37)        --         --
                            --------   --------   --------   --------

  Total Segments            $  4,086   $  1,986        317        140
                            --------   --------


           Reconciliation to operating margin
            Royalty income reclassification             (6)        --
            Unallocated corporate expenses             (20)        (9)
            Unallocated state tax provision             (2)       (10)
            Pension income                              24         69
                                                  --------   --------

           Operating margin                            313        190

           Other income, net                            12         17
           Interest expense                           (109)       (47)
                                                  --------   --------

           Income before taxes                         216        160

           Federal and foreign income taxes             67         57
                                                  --------   --------



           Net income                             $    149   $    103
                                                  --------   --------

           Diluted earnings per share             $   1.27   $   1.42
                                                  --------   --------

 Note: Operating Results for 2001 are as reported. See "Additional
       Financial Information" for the effects of SFAS No. 142 --
       Goodwill and Other Intangible Assets


                       NORTHROP GRUMMAN CORPORATION
                      ADDITIONAL SEGMENT INFORMATION
                             ($ in millions)

 SALES BY BUSINESS AREA WITHIN SEGMENT             FIRST QUARTER
                                              ---------------------
                                                2002          2001 *
                                              -------       -------
  Electronic Systems
  Aerospace Electronic Systems                $   310       $   263
  C4ISR&N                                         286           200
  Defensive Electronic Systems                    205            83
  Navigation Systems                              177            --
  Space Systems                                   116            62
  Other                                           144            93
                                              -------       -------
                                              $ 1,238       $   701
                                              -------       -------

 Ships
  Aircraft Carriers                           $   473       $    --
  Surface Combatants                              189            --
  Amphibious & Auxiliary                          161            --
  Submarines                                      130            --
  Commercial & International                       70            --
  Services & Other                                 73            --
  Intrasegment Eliminations                       (19)           --
                                              -------       -------
                                              $ 1,077       $    --
                                              -------       -------

 Information Technology
  Government Information Technology           $   580       $   267
  Enterprise Information Technology               138           141
  Technology Services                             152           127
  Commercial Information Technology                59            54
                                              -------       -------
                                              $   929       $   589
                                              -------       -------

 Integrated Systems
  Air Combat Systems                          $   485       $   406
  Airborne Early Warning/Electronic Warfare       168           166
  Airborne Ground Surveillance/Battle
   Management                                     152           165
  Intrasegment Eliminations                         2            (4)
                                              -------       -------
                                              $   807       $   733
                                              -------       -------


 Component Technologies                       $   125       $    --
                                              -------       -------

 *   Certain prior year amounts have been reclassified to conform to
     the 2002 presentation


 AMORTIZATION OF PURCHASED INTANGIBLES

  Electronic Systems                          $    23       $    17
  Ships                                            20            --
  Information Technology                            5             1
  Integrated Systems                                4             4
  Component Technologies                            3            --
                                              -------       -------
                                              $    55       $    22
                                              -------       -------

                        NORTHROP GRUMMAN CORPORATION
                      ADDITIONAL FINANCIAL INFORMATION
                       (in millions, except per share)

 OPERATING MARGIN AND EARNINGS SUMMARIES            FIRST QUARTER
                                                  -----------------
                                                   2002        2001
                                                  -----       -----
 Operating Margin (Loss)
 Electronic Systems - as reported                 $  99       $  36
  Add back goodwill amortization                     --          17
                                                  -----       -----
 Electronic Systems - comparable                     99          53
                                                  -----       -----
 Ships                                               79          --
                                                  -----       -----
 Information Technology - as reported                50          24
  Add back goodwill amortization                     --          10
                                                  -----       -----
 Information Technology - comparable                 50          34
                                                  -----       -----
 Integrated Systems - as reported                    93          80
  Add back goodwill amortization                     --           8
                                                  -----       -----
 Integrated Systems - comparable                     93          88
                                                  -----       -----
 Component Technologies                              (4)         --
                                                  -----       -----
 Segment Operating Margin - as reported             317         140
  Add back goodwill amortization                     --          35
                                                  -----       -----
 Segment Operating Margin - comparable            $ 317       $ 175
                                                  -----       -----
 Total Operating Margin - as reported             $ 313       $ 190
  Add back goodwill amortization                     --          35
                                                  -----       -----
 Total Operating Margin - comparable              $ 313       $ 225
                                                  -----       -----

 Net Income
 As reported                                      $ 149       $ 103
  Add back goodwill amortization, net of tax         --          29
                                                  -----       -----
 Comparable                                       $ 149       $ 132
                                                  -----       -----

 Diluted Earnings Per Share
 As reported                                      $1.27       $1.42
  Add back goodwill amortization, net of tax         --         .39
                                                  -----       -----
 Comparable                                       $1.27       $1.81
                                                  -----       -----


 Weighted average shares outstanding for
  diluted EPS                                    112.76       72.76
                                                  -----       -----
 
  Contacts:

Frank Moore (Media)
(310) 201-3335

Gaston Kent (Investors)
(310) 201-3423