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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

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No fee required.

x

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies: Common Stock, par value $0.625 per share (“Common Shares”) and Serial Preference Stock II (“Preference Stock II”), no par value per share. The Preference Stock II is divided into two series: Cumulative Serial Preference Stock II, $4.40 Convertible Series 1, no par value per share (“Series 1 Shares”) and Cumulative Serial Preference Stock II, $4.50 Convertible Series 3, no par value per share (“Series 3 Shares”).

(2)

Aggregate number of securities to which transaction applies: 126,762,644 Common Shares and 81,894 shares of Preference Stock II, comprised of 28,660 Series 1 Shares and 53,324 Series 3 Shares.

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: $51.68 in market value for each Common Share; $454.78 in market value for each Series 1 Share (as converted pursuant to the formula below) and $384.91 in market value for each Series 3 Share (as converted pursuant to the formula below).

(4)

Proposed maximum aggregate value of transaction:  $6,584,652,625.12.

(5)

Total fee paid:  $1,316,930.82.

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x

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:  $1,316,930.53.

(2)

Form, Schedule or Registration Statement No.:  Tender Offer Statement on Schedule TO ($700,648.56 paid with filing, $10,493.92, paid with Amendment No. 3), Registration Statement on Form S–4 (Registration No. 333-83672; $596,849.08 paid with initial filing $8,939.26 paid with Amendment No. 2).

(3)

Filing Party:  Northrop Grumman Corporation.

(4)

Date Filed:  Registration Statement on Form S-4 (Registration No. 333-83672) and Tender Offer Statement on Schedule TO filed on March 4, 2002; Amendment No. 2 to Registration Statement on Form S-4 and Amendment No. 3 to Tender Offer Statement on Schedule TO filed on April 4, 2002.

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each outstanding Common Share for a number of shares of Northrop Grumman common stock, par value $1.00 per share, equal to $47.00 divided by the average of the closing sale prices for a share of Northrop Grumman Common Stock on the New York Stock Exchange over the five consecutive trading days ending immediately prior to the second trading day prior to the expiration of the Offer to Exchange, as

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each outstanding share of Cumulative Serial Preference II Stock, $4.40 Convertible Series 1 (the “Series 1 Shares”) for a number of shares of Northrop Grumman common stock equal to the Exchange Ratio multiplied by the effective common stock conversion rate for the Series 1 Shares; and

•

each outstanding share of Cumulative Serial Preference II Preferred Stock, $4.50 Convertible Series 3 (the “Series 3 Shares”) for a number of shares of Northrop Grumman common stock equal to the Exchange Ratio multiplied by the effective common stock conversion rate for the Series 3 Shares.

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the affirmative vote of the holders of a majority of the voting power in the election of TRW directors represented at the Special Meeting in person or by proxy including any shares which are “interested shares,” as defined below in the section entitled “Ohio Control Share Acquisition Law”; and

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the affirmative vote of the holders of a majority of the portion of the voting power in the election of TRW directors excluding the voting power of “interested shares” represented at the Special Meeting in person or by proxy.

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TRW’s position that all shares, including the first $250,000 worth of shares, acquired during the Restricted Period for an aggregate purchase price of more than $250,000 will be considered “interested shares”;

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TRW’s position that all shares for which certifications of eligibility are not received, other than shares allocated prior to February 22, 2002 to the accounts of participants in the U.S. Plan, the UK Plan or the Canada Plan, will be presumed to be “interested shares”; and

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TRW’s position that the Restricted Period commenced on February 22, 2002 rather than March 4, 2002, the date on which Northrop Grumman delivered its Acquiring Person’s Statement to TRW.

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one-fifth or more but less than one-third of such voting power;

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one-third or more but less than a majority of such voting power; or

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a majority or more of such voting power.

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the identity of the acquiring person;

•

a statement that the acquiring person statement is being given pursuant to Section 1710.831 of the Ohio Revised Code;

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the number of shares of the issuing public corporation owned, directly or indirectly, by such acquiring person;

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the range of voting power in the election of directors under which the proposed acquisition would, if consummated, fall (i.e., in excess of 20%, 33 1/3% or 50%);

•

a description of the terms of the proposed acquisition; and

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representations of the acquiring person that the acquisition will not be contrary to the law and that such acquiring person has the financial capacity to make the proposed acquisition (including the facts upon which such representations are based).

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at a meeting at which a quorum is present, the control share acquisition is authorized by a majority of the holders of the voting power entitled to vote in the election of directors represented in person or by proxy at such meeting and the control share acquisition is authorized by a majority of the portion of the voting power represented at the meeting in person or by proxy, excluding “interested shares;” and

•

such acquisition is consummated, in accordance with the terms so authorized, within 360 days following such authorization.

•

an acquiring person;

•

an officer of the issuing public corporation elected or appointed by its directors;

•

any employee of the issuing public corporation who is also a director of such corporation; or

•

any person who acquires such shares for valuable consideration during the period beginning with the date of the first public disclosure of a proposed control share acquisition of the issuing public corporation or any proposed merger, consolidation or other transaction that would result in a change in control of the corporation or all or substantially all of its assets and ending on the Record Date, if either of the following apply:

•

the aggregate consideration paid or otherwise given by the person who acquired the shares and any other persons acting in concert with such persons exceeds $250,000; or

•

the number of shares acquired by the person who acquired the shares and any other persons acting in concert with such person exceeds 1/2 of 1% of the outstanding shares of the issuing public corporation entitled to vote in the election of directors.

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(1)

Each beneficial owner listed in the table certified in its Schedule 13G that, to the best of its knowledge and belief, the TRW Common Shares beneficially owned by it was acquired in the ordinary course of business and not for the purpose of changing or influencing control of TRW.

(2)

Putnam Fiduciary Trust Company, One Post Office Square, Boston, Massachusetts 02109, served as trustee of The TRW Employee Stock Ownership and Savings Plan during 2001. Putnam Fiduciary Trust Company disclaims beneficial ownership of the shares, as it does not retain discretionary authority to buy, sell or vote the securities. The TRW Employee Stock Ownership and Savings Plan reported shared voting and dispositive power over all the shares beneficially owned.

(3)

Capital Research and Management Company filed Amendment No. 4 to its Statement of Beneficial Ownership on Schedule 13G on February 11, 2002, reporting beneficial ownership of 13,058,300 TRW Common Shares. Of these shares, Capital Research and Management Company reported that it has sole dispositive power over 13,058,300 shares and voting power over no shares. Capital Research and Management Company is deemed to be the beneficial owner of these shares as a result of acting as investment adviser to various investment companies registered under the Investment Company Act of 1940. Capital Research and Management Company has disclaimed beneficial ownership of all 13,058,300 Common Shares.

(4)

FMR Corp., Edward C. Johnson 3d and Abigail P. Johnson jointly filed Amendment No. 3 to their Statement of Beneficial Ownership on Schedule 13G on February 14, 2002, reporting beneficial ownership of 7,185,623 TRW Common Shares. Of the total amount held by FMR Corp., (a) 6,668,713 shares are beneficially owned by Fidelity Management & Research Company as a result of its acting as investment adviser to various investment companies registered under the Investment Company Act of 1940,

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(b) 300,882 shares are beneficially owned by Fidelity Management Trust Company as a result of its serving as investment manager of institutional accounts, (c) 728 shares are beneficially owned by Strategic Advisers, Inc. as a result of its having sole dispositive power over securities held for individuals to which it provides investment advisory services as an investment adviser under the Investment Company Act of 1940, and (d) 215,300 shares are beneficially owned by Fidelity International Limited. Fidelity Management & Research Company, Fidelity Management Trust Company and Strategic Advisors, Inc. are wholly-owned subsidiaries of FMR Corp. A partnership controlled by the controlling group of FMR Corp. owns 39.89 percent of the voting stock of Fidelity International Limited. FMR Corp. (through its control of Fidelity Management Trust Company) has sole power to vote 222,882 shares and sole dispositive power over 300,882 shares. FMR Corp. has no voting power over 78,000 shares owned by the institutional accounts managed by Fidelity Management Trust Company. FMR Corp. (through its control of Fidelity Management & Research Company) has sole dispositive power over an additional 6,668,713 shares. The sole voting power of such 6,668,713 shares resides with the Boards of Trustees of the Fidelity Funds. Fidelity International Limited has sole power to vote and the sole power to dispose of 215,300 shares. Edward C. Johnson 3d and Abigail P. Johnson are control persons of FMR Corp. Robert M. Gates, a TRW Director, is a trustee of The Fidelity Funds.

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*

Less than 1 percent.

(1)

Includes Common Shares held in The TRW Employee Stock Ownership and Savings Plan, Common Shares that have been automatically deferred under the deferred compensation plan for non-employee Directors and shares of restricted stock awarded to certain executive officers.

(2)

In accordance with the rules of the Securities and Exchange Commission, this column shows the number of shares that may be acquired within 60 days of March 25, 2002, upon exercise of stock options.

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(3)

This column shows phantom units of TRW Common Shares that have been credited under deferred compensation plans and certain other nonqualified benefit plans. The phantom units are settled in cash and are not included for the purpose of calculating the percent of shares outstanding.

(4)

Messrs. Cote and Gorman are no longer executive officers of TRW.

(5)

This figure includes an option for 1,500 Common Shares, which Mrs. Horn has transferred to her child.

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Calculated by dividing income available to common shareholders by average shares diluted, which is calculated assuming preferred shares are not converted to common shares, resulting in the most dilutive effect.

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(a)

Adjustments to record the completion of the acquisition of Newport News including the following:  (i) issuance of common stock for the purchase of remaining shares, (ii) additional debt for the purchase of remaining shares and acquisition related costs, (iii) fair value adjustments, (iv) elimination of minority liability and (v) additional goodwill and other purchased intangibles. Purchased intangibles represent the technological ability and know-how necessary to create and deliver products in accordance with contract terms and conditions. Purchased intangibles are amortized over a 10 year period established, based upon current contracts in place and the estimated useful life of technologies. Presently, the company has completed its purchase accounting activities for Litton that provide a determined value for purchased intangibles. Amounts pertaining to Newport News represent estimates that are subject to change upon completion of Northrop Grumman purchase accounting activities.

(b)

Adjustment to eliminate intercompany sales and cost of sales transactions between Northrop Grumman and Litton, and between Northrop Grumman and Newport News.

(c)

Adjustment to amortize the preliminary estimate of goodwill and other purchased intangible assets arising out of the acquisition of Litton over an estimated weighted average life of 26 years on a straight line basis.

(d)

Adjustment to record depreciation of property, plant and equipment and amortization of capitalized software arising from fair market value adjustments for the Litton and Newport News acquisitions.

(e)

Adjustment to record interest expense and the amortization of debt issuance costs on new financing for the acquisition of Litton at a weighted average rate of 6.5 percent for the year ended December 31, 2001.

(f)

Adjustment to record income tax effects on pre-tax pro forma adjustments, using a statutory tax rate of thirty-five percent.

(g)

Adjusted, pro rata, for dividends to preferred shareholders using $7 per share dividend rate for redeemable preferred stock issued in the acquisition of Litton.

(h)

Adjustment to amortize estimated purchased intangible assets arising out of the Newport News and TRW acquisitions over an estimated life of 10 years on a straight line basis. Goodwill arising from the Newport News and TRW acquisitions has not been amortized in accordance with the provisions of SFAS No. 142: Goodwill and Other Intangible Assets.

(i)

Adjustment to record interest on debt financing for the Newport News acquisition at a weighted average rate of 4.8 percent for the year ended December 31, 2001.

(j)

Adjustments to reclassify state income tax expense from federal and foreign income taxes to operating costs to conform Newport News and TRW data to classifications utilized by Northrop Grumman.

(k)

Adjustments to (i) eliminate the equity of TRW, (ii) record issuance of Northrop Grumman stock, and (iii) record goodwill and other purchased intangibles arising from the acquisition of TRW.

The amount of purchase price allocated to goodwill and other purchased intangibles is subject to change and is calculated based on the assumption that Northrop Grumman has acquired 100% of the TRW common stock and Serial Preference Stock II, and accordingly, has issued 55,940,340 shares of Northrop Grumman common stock in the TRW acquisition.

The value ascribed to the Northrop Grumman common stock exchanged in the TRW acquisition is $106.94, which represents the 5-day average of the Northrop Grumman closing stock prices from March 5, 2002 through March 11, 2002.

(l)

Calculated based on the assumption that Northrop Grumman has acquired 100% of the TRW common stock and Serial Preference Stock II, and accordingly, has issued 55,940,340 shares of Northrop Grumman common stock, determined using the 5-day average of the Northrop Grumman closing stock prices from March 5, 2002 through March 11, 2002, of $106.94. Using the maximum exchange ratio of 0.4563 would

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result in the issuance of 58.08 million Northrop Grumman shares and pro forma basic earnings per share and diluted earnings per share for the year ended December 31, 2001, of $2.85 and $2.84, respectively. Using the minimum exchange ratio of 0.4159 would result in the issuance of 52.94 million Northrop Grumman shares and pro forma basic earnings per share and diluted earnings per share for the year ended December 31, 2001, of $2.95 and $2.93, respectively.

(m)  The

pro forma financial statements presented herein for the year ended December 31, 2001 do not exclude the TRW automotive business. For the year ended December 31, 2001 TRW reported the following amounts for its automotive segment:

1.

The amount of debt allocable to the automotive segment to ensure that the business retains investment grade status, the independent rating agencies’ assessment of that debt and what Northrop Grumman’s debt structure will be following the spin-off.

2.

The inherent value of the Thompson parts business that has been in existence for in excess of 40 years.

3.

The disposition of goodwill and its allocation in connection with the provisions of SFAS 142—Goodwill and Other Intangible Assets.

4.

The amount of corporate overhead allocable to the automotive business.

5

The effect of Pension and OPEB adjustments resulting from a transaction.

6.

The amount of interest expense and interest rate in effect for debt remaining on the books of the automotive business.

7.

The precise method of disposition can only be determined once Northrop Grumman has reviewed the appropriate due diligence materials relating to TRW.

8.

The amount and form of consideration if all or part of the automotive segment were sold, and, if a partial sale, the structure and valuation of the simultaneous spin-off of the remainder of the automotive sector.

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Automotive;

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Systems;

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Space & Electronics; and

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Aeronautical Systems.

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the tender of enough shares of TRW capital stock so that, after the completion of the offer to exchange, Northrop Grumman owns a majority of the then-outstanding TRW common stock on a fully diluted basis;

Ÿ

the expiration or termination of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, Council Regulation (EEC) No. 4064/89 of the Council of the European Union and any other applicable similar foreign laws or regulations;

Ÿ

the requisite approval of TRW’s shareholders under the Ohio control share acquisition law or Northrop Grumman being satisfied, in its reasonable judgment, that such law is inapplicable or invalid;

Ÿ

the expiration or termination of the waiting period during which the Ohio Division of Securities may suspend the offer to exchange under the Ohio Revised Code, which waiting period expired on March 12, 2002; and

Ÿ

the approval of the issuance of shares of Northrop Grumman common stock pursuant to the offer to exchange and the TRW merger by the stockholders of Northrop Grumman.

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Ÿ

to delay its acceptance for exchange or the exchange of any TRW shares, or to terminate the offer to exchange, upon the failure of any of the conditions of the offer to exchange to be satisfied prior to the expiration date, or upon the failure of the condition relating to antitrust approvals to be satisfied at any time after the expiration date; and

Ÿ

to waive any condition (other than the conditions relating to antitrust approvals, the absence of an injunction and the effectiveness of the registration statement for the Northrop Grumman common stock to be issued in the offer to exchange) or otherwise to delay, terminate or amend the offer to exchange in any respect, by giving oral or written notice of such delay, termination or amendment to the exchange agent and by making a public announcement. However, Northrop Grumman may not waive the 1704 Limitation.

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Ÿ

a properly completed and duly executed letter of transmittal, along with any required signature guarantees, or an agent’s message in connection with a book-entry transfer, and any other required documents, must be received by the exchange agent at one of its addresses set forth on the back cover of this offer to exchange, and certificates for tendered TRW shares must be received by the exchange agent at one of those addresses, or those TRW shares must be tendered pursuant to the procedures for book-entry tender set forth herein (and a confirmation of receipt of that tender received), in each case before the expiration date; or

Ÿ

shareholders must comply with the guaranteed delivery procedures set forth in “The Offer to Exchange—Guaranteed Delivery” beginning on page 32.

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unanticipated issues in integrating the information, communications and other systems;

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negative impacts on employee morale and performance as a result of job changes and reassignments;

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loss of customers;

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unanticipated incompatibility of systems, procedures and operating methods;

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unanticipated costs in terminating or relocating facilities and operations; and

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the effect of complying with any government imposed organizational conflict-of-interest rules.

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reduce funds available for investment in research and development and capital expenditures; or

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create competitive disadvantages compared to other companies with lower debt levels.

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Automotive;

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Systems;

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Space & Electronics; and

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Aeronautical Systems.

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Access to New Product Areas.    TRW’s proprietary technology and products will provide Northrop Grumman with technology and products to complement Northrop Grumman’s existing technology and products.

Ÿ

Increased Diversification into New Markets.    The combination of Northrop Grumman and TRW provides the affiliated entities with the opportunity for diversification into new markets and access to new customers.

Ÿ

Increased Market Presence and Opportunities.    The combination of Northrop Grumman and TRW provides the affiliated entities with increased market presence and opportunities for growth that could allow them to be better able to respond to the needs of customers, the increased competitiveness of the marketplace and opportunities that changes in the market for their respective products might bring.

Ÿ

Product Mix.    The complementary nature of Northrop Grumman’s and TRW’s products and services will benefit clients of both companies.

Ÿ

Operating Efficiencies.    The combination of Northrop Grumman and TRW provides the opportunity for potential economies of scale and cost savings.

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Sin

cerely,

/s/

Kent Kresa

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to delay acceptance for exchange or the exchange of any TRW shares pursuant to the offer to exchange, or to terminate the offer to exchange and not accept for exchange or exchange any TRW shares not previously accepted for exchange or exchanged, upon the failure of any of the conditions of the offer to exchange to be satisfied prior to the expiration date; and

Ÿ

to waive any condition prior to the expiration of the offer to exchange (other than the antitrust condition, the conditions relating to the absence of an injunction and the effectiveness of the registration statement for the Northrop Grumman shares to be issued in the offer to exchange) or otherwise delay, terminate or amend the offer to exchange in any respect, by giving oral or written notice of such delay, termination or amendment to the exchange agent and by making a public announcement. However, Northrop Grumman may not waive the 1704 Limitation.

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certificates for those TRW shares (or a confirmation of a book-entry transfer of those TRW shares in the exchange agent’s account at The Depository Trust Company, which Northrop Grumman refers to as DTC);

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a properly completed and duly executed letter of transmittal or a manually signed facsimile of that document; and

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any other required documents.

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TRW shareholders make their tender by or through an eligible institution (see —“Withdrawal Rights” above);

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a properly completed and duly executed notice of guaranteed delivery, substantially in the form made available by Northrop Grumman, is received by the exchange agent as provided below on or prior to the expiration date; and

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the certificates for all tendered TRW shares (or a confirmation of a book-entry transfer of such securities into the exchange agent’s account at DTC as described above), in proper form for transfer, together with a properly completed and duly executed letter of transmittal with any required signature guarantees (or, in the case of a book-entry transfer, an agent’s message) and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

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are dealers in securities;

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are subject to the alternative minimum tax provisions of the Code;

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are foreign persons;

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do not hold their shares of TRW capital stock as capital assets;

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acquired their shares of TRW capital stock in connection with stock option or stock purchase plans or in other compensatory transactions;

Ÿ

hold their shares of TRW capital stock as part of an integrated investment (including a ‘‘straddle’’) comprised of shares of TRW capital stock and one or more other positions; or

Ÿ

are subject to the constructive sale or constructive ownership provisions of the Code under Sections 1259 or 1260, respectively, with respect to their TRW capital stock.

Ÿ

the tax consequences of the offer to exchange and the TRW merger to any person under foreign, state or local tax laws; or

Ÿ

the tax consequences of transactions effectuated prior or subsequent to, or concurrently with, the TRW merger, including a potential sale or spin-off of the TRW automotive business.

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Ÿ

A holder of TRW shares will not recognize any gain or loss upon exchange of its TRW shares solely for Northrop Grumman common stock in the offer to exchange or the TRW merger;

Ÿ

If a holder of TRW shares receives cash instead of a fractional share of Northrop Grumman common stock, the holder will be required to recognize gain or loss, measured by the difference between the amount of cash received instead of that fractional share of Northrop Grumman common stock and the portion of the tax basis of that holder’s TRW shares allocable to that fractional share. Such gain or loss will be a capital gain or loss, and will be a long-term capital gain or loss if the TRW shares that would otherwise have been exchanged for that fractional share of Northrop Grumman common stock were held for more than one year;

Ÿ

A holder of TRW shares will have a tax basis in the Northrop Grumman shares received in the offer to exchange and the TRW merger equal to (a) the tax basis of the TRW shares surrendered by that holder pursuant to the offer to exchange or in the TRW merger, less (b) any tax basis of the TRW shares surrendered that is allocable to any fractional share of Northrop Grumman common stock for which cash is received;

Ÿ

The holding period for shares of Northrop Grumman common stock received in exchange for TRW shares in the offer to exchange and the TRW merger will include the holding period for TRW shares surrendered in the offer to exchange and the TRW merger; and

Ÿ

If a TRW shareholder, pursuant to the exercise of its right to seek an appraisal, exchanges all of its TRW shares solely for cash, such shareholder generally will recognize a capital gain or loss equal to the difference between the amount of cash received and its adjusted tax basis in the TRW shares surrendered. Such gain or loss generally will be a long-term capital gain or loss if the holder held the TRW shares surrendered for more than one year as of the date of the exchange.

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the number of publicly held TRW shares (exclusive of holdings of officers, directors and members of their immediate families and other concentrated holdings of 10 percent or more) should fall below 600,000;

Ÿ

the number of record holders of 100 or more TRW shares should fall below 1,200; or

Ÿ

the aggregate market value of publicly held TRW shares should fall below $5 million.

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the aggregate consideration paid or otherwise given by the person who acquired the shares, and any other persons acting in concert with such person for all shares exceeds $250,000; or

•

the number of shares acquired by the person who acquired the shares, and any other persons acting in concert with such person, exceeds one-half of 1% of the outstanding shares of the corporation entitled to vote in the election of directors. “Interested shares” also includes shares held by a person that transfers interested shares after the record date if accompanied by an instrument (such as a proxy or voting agreement) that gives the transferee the power to vote those shares.

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at the expiration date, any of the minimum tender condition, the antitrust condition, the control share condition, the control bid condition or any of the other conditions to the offer to exchange set forth in clauses (a) through (g) below has not been satisfied or, in the case of any condition other than the antitrust condition or the conditions set forth in clauses (b) or (c) below, waived; or

Ÿ

on or after the date of this offer to exchange and at or prior to the time of exchange of any TRW shares (whether or not any TRW shares have theretofore been accepted for exchange or exchanged pursuant to the offer to exchange), and subject to the applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act relating to Northrop Grumman’s obligation to exchange or return tendered TRW shares promptly after the termination or withdrawal of the offer to exchange), the antitrust condition is not satisfied.

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(a)

Adjustments to record the completion of the acquisition of Newport News including the following:  (i) issuance of common stock for the purchase of remaining shares, (ii) additional debt for the purchase of remaining shares and acquisition related costs, (iii) fair value adjustments, (iv) elimination of minority liability and (v) additional goodwill and other purchased intangibles. Purchased intangibles represent the technological ability and know-how necessary to create and deliver products in accordance with contract terms and conditions. Purchased intangibles are amortized over a 10 year period established based upon current contracts in place and the estimated useful life of acquired technologies. Presently, the company has completed its purchase accounting activities for Litton that provide a determined value for purchased intangibles. Amounts pertaining to Newport News represent estimates that are subject to change upon completion of Northrop Grumman purchase accounting activities.

(b)

Adjustment to eliminate intercompany sales and cost of sales transactions between Northrop Grumman and Litton, and between Northrop Grumman and Newport News.

(c)

Adjustment to amortize the preliminary estimate of goodwill and other purchased intangible assets arising out of the acquisition of Litton over an estimated weighted average life of 26 years on a straight line basis.

(d)

Adjustment to record depreciation of property, plant and equipment and amortization of capitalized software arising from fair market value adjustments for the Litton and Newport News acquisitions.

(e)

Adjustment to record interest expense and the amortization of debt issuance costs on new financing for the acquisition of Litton at a weighted average rate of 6.5 percent for the year ended December 31, 2001.

(f)

Adjustment to record income tax effects on pre-tax pro forma adjustments, using a statutory tax rate of thirty-five percent.

(g)

Adjusted, pro rata, for dividends to preferred shareholders using $7 per share dividend rate for redeemable preferred stock issued in the acquisition of Litton.

(h)

Adjustment to amortize estimated purchased intangible assets arising out of the Newport News and TRW acquisitions over an estimated life of 10 years on a straight line basis. Goodwill arising from the Newport News and TRW acquisitions has not been amortized, in accordance with the provisions of SFAS No. 142: Goodwill and Other Intangible Assets.

(i)

Adjustment to record interest on debt financing for the Newport News acquisition at a weighted average rate of 4.8 percent for the year ended December 31, 2001.

(j)

Adjustments to reclassify state income tax expense from federal and foreign income taxes to operating costs to conform Newport News and TRW data to classifications utilized by Northrop Grumman.

(k)

Adjustments to (i) eliminate the equity of TRW, (ii) record issuance of Northrop Grumman stock, and (iii) record goodwill and other purchased intangibles arising from the acquisition of TRW.

The amount of purchase price allocated to goodwill and other purchased intangibles is subject to change and is calculated based on the assumption that Northrop Grumman has acquired 100% of the TRW common stock and Serial Preference Stock II, and accordingly, has issued 55,940,340 shares of Northrop Grumman common stock in the TRW acquisition.

The value ascribed to the Northrop Grumman common stock exchanged in the TRW acquisition is $106.94, which represents the 5-day average of the Northrop Grumman closing stock prices from March 5, 2002 through March 11, 2002.

(l)

Calculated based on the assumption that Northrop Grumman has acquired 100% of the TRW common stock and Serial Preference Stock II, and accordingly, has issued 55,940,340 shares of Northrop Grumman common stock, determined using the 5-day average of the Northrop Grumman closing stock prices from March 5, 2002 through March 11, 2002, of $106.94. Using the maximum exchange ratio of 0.4563 would

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result in the issuance of 58.08 million Northrop Grumman shares and pro forma basic earnings per share and diluted earnings per share for the year ended December 31, 2001, of $2.85 and $2.84, respectively. Using the minimum exchange ratio of 0.4159 would result in the issuance of 52.94 million Northrop Grumman shares and pro forma basic earnings per share and diluted earnings per share for the year ended December 31, 2001, of $2.95 and $2.93, respectively.

(m)  The

pro forma financial statements presented herein for the year ended December 31, 2001 do not exclude the TRW automotive business. For the year ended December 31, 2001 TRW reported the following amounts for its automotive segment:

1.

The amount of debt allocable to the automotive segment to ensure that the business retains investment grade status, the independent rating agencies’ assessment of that debt and what Northrop Grumman’s debt structure will be following the spin-off.

2.

The inherent value of the Thompson parts business that has been in existence for in excess of 40 years.

3.

The disposition of goodwill and its allocation in connection with the provisions of SFAS 142—Goodwill and Other Intangible Assets.

4.

The amount of corporate overhead allocable to the automotive business.

5

The effect of Pension and OPEB adjustments resulting from a transaction.

6.

The amount of interest expense and interest rate in effect for debt remaining on the books of the automotive business.

7.

The precise method of disposition can only be determined once Northrop Grumman has reviewed the appropriate due diligence materials relating to TRW.

8.

The amount and form of consideration if all or part of the automotive segment were sold, and, if a partial sale, the structure and valuation of the simultaneous spin-off of the remainder of the automotive sector.

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Ÿ

the current rights of TRW shareholders under the Ohio Revised Code and the TRW amended articles of incorporation and regulations; and

Ÿ

the rights TRW shareholders will have as Northrop Grumman stockholders under the Delaware General Corporation Law and the Northrop Grumman charter and bylaws upon the completion of the offer to exchange and the TRW merger.

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Ÿ

Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed on March 22, 2002;

Ÿ

Proxy Statement for the Annual Meeting of Stockholders of Northrop Grumman held on May 16, 2001, as filed on April 13, 2001;

Ÿ

Preliminary Proxy Statement for the Special Meeting of Shareholders of TRW to be held on April 22, 2002, as filed on March 4, 2002;

Ÿ

Definitive Proxy Statement for the Annual Meeting of Shareholders of TRW to be held on April 24, 2002, as filed on April 1, 2002;

Ÿ

Definitive Additional Materials on Schedules 14A for the Annual Meeting of Shareholders of TRW to be held on April 24, 2002, as filed on April 1, 2002;

Ÿ

Current Reports on Form 8-K, as filed on March 4, 2002;

Ÿ

Current Reports on Form 8-K, as filed on March 13, 2002;

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Ÿ

The description of Northrop Grumman’s common stock set forth in Northrop Grumman’s registration statement on Form S-3 filed by Northrop Grumman pursuant to Section 12 of the Exchange Act, including any amendment or report filed for purposes of updating the description as filed on January 18, 2002; and

Ÿ

Tender Offer Statement on Schedule TO, as filed on March 4, 2002, as it may be amended from time to time.

Ÿ

Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed on March 4, 2002 and amended on April 1, 2002 (except for the report of TRW’s independent accountants contained in that report which is not incorporated in this offer to exchange by reference because the consent of TRW’s independent accountants has not yet been obtained);

Ÿ

Solicitation/Recommendation on Schedule 14D-9C, as filed on March 4, 2002;

Ÿ

Solicitation/Recommendation on Schedule 14D-9, as filed on March 13, 2002 and amended on April 2, 2002;

Ÿ

Current Reports on Form 8-K, as filed on March 4, 2002;

Ÿ

Current Reports on Form 8-K, as filed on March 13, 2002 and amended on April 2, 2002;

Ÿ

Proxy Statement for the Annual Meeting of Shareholders to be held on April 24, 2002, as filed on March 4, 2002;

Ÿ

Solicitation/Recommendation on Schedule 14D-9, as filed on March 13, 2002;

Ÿ

Preliminary Proxy Statement for the Special Meeting of Shareholders to be held on April 22, 2002, as filed on March 13, 2002; and

Ÿ

The description of TRW’s common stock set forth in TRW’s registration statement on Form S-3 filed by TRW pursuant to Section 12 of the Exchange Act, including any amendment or report filed for purposes of updating the description, as filed on October 15, 1999.

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Ÿ

Northrop Grumman’s dependence on sales to the U.S. Government;

Ÿ

Northrop Grumman’s successful performance of internal plans;

Ÿ

government customers’ budgetary restraints;

Ÿ

customer changes in short-range and long-range plans;

Ÿ

domestic and international competition in both the defense and commercial areas;

Ÿ

product performance;

Ÿ

continued development and acceptance of new products;

Ÿ

performance issues with key suppliers and subcontractors;

Ÿ

government import and export policies;

Ÿ

termination of government contracts, which may include termination for the convenience of the government;

Ÿ

the outcome of political and legal processes;

Ÿ

legal, financial and governmental risks related to international transactions and global needs for military and commercial aircraft, electronic systems and support, information technologies and ships; and

Ÿ

other economic, political and technological risks and uncertainties.

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(1)

Notwithstanding the making and delivery of this Statement, the Acquiring Person reserves all rights to (i) challenge the constitutionality, validity and/or legality of all or any part of Section 1701.831 and related provisions of the Ohio Revised Code and the application of such provisions to the Acquiring Person's acquisition of capital stock of TRW or the Offer to Exchange (as defined herein) and/or (ii) seek an amendment to the Articles of Incorporation or Regulations of TRW to provide that Section 1701.831 and related provisions of the Ohio Revised Code do not apply to control share acquisitions of capital stock, including, but not limited to, pursuant to the Offer to Exchange.

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•

Common Stock, par value $0.625 per share, of TRW Inc. (“TRW”);

•

Cumulative Serial Preference Stock II, $4.40 Convertible Series 1, no par value per share, of TRW; and

•

Cumulative Serial Preference Stock II, $4.50 Convertible Series 3, no par value per share, of TRW

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¨  not

“Interested Shares” as defined in the Ohio Control Share Acquisition Law.

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(Signature)

(Print Name)

(Dated)

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¨

not “Interested Shares” as defined in the Ohio Control Share Acquisition Law.

¨

“Interested Shares” as defined in the Ohio Control Share Acquisition Law.

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(Signature)

(Print Name)

(Dated)

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¨  not

“Interested Shares” as defined in the Ohio Control Share Acquisition Law.

¨  “Interested

Shares” as defined in the Ohio Control Share Acquisition Law.

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(Signature)

(Print Name)

(Dated)

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¨    not

“Interested Shares” as defined in the Ohio Control Share Acquisition Law.

¨    “Interested

Shares” as defined in the Ohio Control Share Acquisition Law.

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•

Common Stock, par value $0.625 per share, of TRW;

•

Cumulative Serial Preference Stock II, $4.40 Convertible Series 1, no par value per share, of TRW; or

•

Cumulative Serial Preference Stock II, $4.50 Convertible Series 3, no par value per share, of TRW

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