Northrop Grumman proposes to acquire TRW

Northrop Grumman Corporation has forwarded a proposal to TRW’s board of directors to enter into negotiations to combine the two companies.

The proposed transaction would deliver $47 in value of Northrop Grumman common stock for each share of TRW.

Promptly following the close of the transaction, Northrop Grumman would expect to separate TRW’s automotive business.

Excluding TRW’s automotive business, Northrop Grumman projects combined 2003 sales of approximately $26 billion to $27 billion.

The impact of this transaction is expected to be neutral to Northrop Grumman shareholders when considering the earnings delivered by both the retained and automotive businesses.

Including the effects of this transaction, Northrop Grumman would expect to have a debt to total capitalisation ratio below 40 percent at 2002 year-end.

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