Northrop Grumman, TRW Continue Discussions

December 5, 2002

Northrop Grumman Corporation and TRW Inc. are continuing to have discussions with the Department of Justice relating to their proposed merger and continue to believe that a mutually acceptable consent decree can be reached within the next several days. Every effort will be made, the parties said, to complete their pending merger promptly following shareholder approval of the merger at meetings on Dec. 11, 2002. The companies agreed with the Justice Department, however, that in the event the consent decree is not finalized by Dec. 9, 2002, they will not close the merger until the consent decree is finalized or until Dec. 16, 2002, whichever is earlier. As previously disclosed, the anticipated consent decree will contain provisions to assure fair and open competition with respect to certain satellite technologies and it is not expected that any divestitures will be required.

Northrop Grumman, TRW Continue Discussions

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