Northrop Grumman Proposes To Acquire TRW

SPACEMART

Northrop Grumman Wants TRW

a TRW missile defense laser

TRW Board Response

Statement Concerning Unsolicited Proposal By Northrop Grumman
Cleveland - Feb 22, 2002 - TRW Inc. acknowledged receipt from Northrop Grumman of an unsolicited proposal of $47 in Northrop common stock for each share of TRW common stock.

TRW's Board of Directors will address the Northrop proposal in order to determine the appropriate course, which will serve the best interests of TRW's shareholders and other constituencies. Shareholders need take no action at this time.

TRW finds it regrettable that Northrop Grumman has chosen to make this proposal immediately following the unexpected departure of its former Chief Executive Officer, David Cote, and the aberrationally low stock price that resulted.

TRW provides advanced-technology products and services for the aerospace, systems, and automotive markets.

Los Angeles - Feb 22, 2002
Northrop Grumman Corp today announced that it 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.

"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," Kresa added.

"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.

Abouts
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 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.

TECH SPACE

Japan Looks To TRW For AstroMesh

Redondo Beach - Jan 17, 2002
TRW is moving ahead with the design and development of a deployable AstroMesh reflector for Mobile Broadcasting Corporation (MBC) of Japan's MBSAT geostationary satellite under a contract from Space Systems/Loral, a subsidiary of Loral Space & Communications.

SPACEWAR

MALI Tests Out For Cruise Intercept

San Diego - Dec. 12, 2001
Northrop Grumman Corporation's Integrated Systems sector successfully conducted a flight test on Dec. 11 of the Miniature Air Launch Interceptor (MALI) at the Naval Air Weapons Division, China Lake, Calif. The interceptor is designed to thwart cruise missiles.

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