Northrop Grumman Corporation has proposed a stock swap to take over TRW. Northrop Grumman 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. “We believe the strategic combination of Northrop Grumman and TRW will provide tremendous value to the shareholders of both companies,” said Kent Kresa, Northrop Grumman’s chairman and chief executive officer. “Northrop Grumman’s electronics and systems integration capabilities, combined with TRW’s space and systems expertise, would create a strong contributor to the nation’s satellite and missile defense requirements." TRW Inc. acknowledged receipt of the offer, but called it regrettable that the aerospace supplier had chosen to make the proposal "immediately following the unexpected departure of its former chief executive officer, David Cote, and the aberrationally low stock price that resulted." TRW’s board of directors is currently evaluating the proposal, saying that it will determine the appropriate course, which will serve the best interests of TRW’s shareholders and other constituencies. “This combination would further our long-term strategic goals by strengthening our space business, adding communications technology and capabilities, and enhancing our information technology business,” said Grumman’s Kresa. “We expect that, once we reach a timely agreement with the TRW board of directors, we will be able to close this transaction in the 2002 third quarter.” Ronald D. Sugar, Northrop Grumman’s president and chief operating officer, stated “this transaction would strengthen our portfolio, and would bring together the advanced technologies and extraordinary human talent of both companies. With the integration of our 2001 acquisitions largely behind us, we are confident that our management, in conjunction with the leadership of TRW, can quickly and successfully integrate the defense and aerospace businesses of Northrop Grumman and 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 capitalization ratio below 40 percent at 2002 year-end. TRW provides advanced-technology products and services for the aerospace, information systems and automotive markets worldwide. The company generated year-end 2001 sales of $16.4 billion. Northrop Grumman Corporation is an $18 billion, global 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 nearly 100,000 employees and operations in 44 states and 25 countries, Northrop Grumman serves U.S. and international military, government and commercial customers.