(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: 126,286,307 Common Shares and 90,926 shares of Preference Stock II, comprised of 31,710 Series 1 Shares and 59,216 Series 3 Shares.

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: $47.00 in market value of Northrop Grumman Corporation common stock per Common Share (based on the formula described below); $413.60 in market value of Northrop Grumman common stock per Series 1 Share (based on the formula described below); and $350.06 in market value of Northrop Grumman common stock per Series 3 Share (based on the formula described below).

(4)

Proposed maximum aggregate value of transaction: $6,487,486,707.68.

(5)

Total fee paid: $1,297,497.34.

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(1)

Amount Previously Paid: $1,297,497.34.

(2)

Form, Schedule or Registration Statement No.: Tender Offer Statement on Schedule TO ($700,648.26 paid with filing) and Registration Statement on Form S-4 ($596,849.08 paid with filing).

(3)

Filing Party: Northrop Grumman Corporation

(4)

Date Filed: March 4, 2002

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requesting TRW’s Directors to provide non-public information regarding TRW to Northrop Grumman in order that Northrop Grumman may consider if an increase in the consideration offered in its pending Offer to Exchange is warranted;

•

requesting TRW’s Directors to establish a committee of independent Directors to evaluate Northrop Grumman’s proposal and any other proposals received by TRW; and

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requesting TRW’s Directors to take all actions within their authority to provide TRW’s shareholders the opportunity to decide for themselves whether to exchange their TRW shares for Northrop Grumman common stock.

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WITHHOLD authority to vote for any and all director nominees proposed by TRW’s Board of Directors;

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ABSTAIN with respect to the proposal to ratify the selection of TRW’s independent public accountants; and

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FOR the three Northrop Grumman proposed resolutions described in this Proxy Statement.

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Opposing any of the Northrop Grumman proposed resolutions described in this Proxy Statement; or

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Which does not provide a means to vote on the Northrop Grumman proposed resolutions described in this Proxy Statement.

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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 discretion, 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 stockholders of Northrop Grumman of the issuance of shares of Northrop Grumman common stock in connection with the Offer to Exchange and a subsequent merger of TRW and Northrop Grumman.

•

a non-binding resolution calling on TRW’s Directors to provide non-public information regarding TRW to Northrop Grumman in order that Northrop Grumman may consider if an increase in the consideration offered in the Offer to Exchange is warranted;

•

a non-binding resolution calling on TRW’s Board of Directors to establish a committee of independent directors to evaluate Northrop Grumman’s proposal and any other merger or acquisition proposal received by TRW, with the advice and assistance of qualified independent financial advisors selected by the committee; and

•

a non-binding resolution calling on TRW’s Directors to take such actions as are within their authority to provide TRW’s shareholders the opportunity to decide for themselves whether to exchange their TRW shares for Northrop Grumman common stock pursuant to the Offer to Exchange or otherwise.

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

•

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

•

a majority or more of such voting power.

•

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;

•

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

•

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%);

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a description of the terms of the proposed acquisition; and

•

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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the corporation’s Articles have not been amended to preclude cumulative voting;

•

any shareholder gives written notice to the president, a vice-president or the secretary of the corporation (a) at least 48 hours prior to the time fixed for a shareholder meeting at which directors will be elected (if notice of the meeting has been given to the corporation’s shareholders at least 10 days prior to the meeting) or (b) at least 24 hours prior to the time fixed for such a shareholder meeting (if notice of the meeting is given less than 10 days prior to the meeting); and

•

an announcement is made when the meeting is convened by the Chairman or the Secretary of the Ohio corporation, or by or on behalf of the shareholder who requested cumulative voting.

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to elect four nominees to TRW’s Board of Directors; and

•

to ratify the selection of the TRW’s independent public accountants to audit TRW’s books, records and accounts for the year ending December 31, 2002.

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(1)

Audit related services include statutory audits, acquisition and disposition audits, audits of employee benefit plans and services related to filings made with the Securities and Exchange Commission.

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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, (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

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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 TRW Common Shares held in The TRW Employee Stock Ownership and Savings Plan, TRW 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 February 22, 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)

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

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1.

PLEASE SIGN, DATE AND PROMPTLY MAIL the enclosed GREEN proxy card in the postage-paid envelope provided.

2.

DO NOT RETURN ANY proxy card sent to you by TRW, not even as a vote of protest.

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Please

fold and detach card at perforation before mailing.

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1.

Election of Directors.

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2.

Appointment of Independent Auditors.

3.

Proposal requesting TRW’s Directors to provide Northrop Grumman non-public information.

4.

Proposal requesting TRW’s Directors to establish a committee of independent Directors to evaluate Northrop Grumman’s acquisition proposal and any other proposals received by TRW.

5.

Proposal requesting TRW’s Directors to take all actions as are within their authority to provide TRW’s shareholders the opportunity to decide for themselves whether to exchange their TRW shares for Northrop Grumman common stock.

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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

1.

Election of Directors.

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2.

Appointment of Independent Auditors.

3.

Proposal requesting TRW’s Directors to provide Northrop Grumman non-public information.

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4.

Proposal requesting TRW’s Directors to establish a committee of independent Directors to evaluate Northrop Grumman’s acquisition proposal and any other proposals received by TRW.

5.

Proposal requesting TRW’s Directors to take all actions within their authority to provide TRW shareholders the opportunity to decide for themselves whether to exchange their TRW shares for Northrop Grumman common stock.