The exact exchange ratio will be determined by dividing $60 by the average of the reported closing sale prices per share of Northrop Grumman common stock on the New York Stock Exchange for the five consecutive trading days ending on and including the second trading day prior to the closing of the merger. Under the terms of the agreement, unanimously approved by the boards of directors of both companies, Northrop Grumman will acquire TRW for $60 per share in common stock in a transaction valued at approximately $7.8 billion, plus the assumption of TRW's net debt at the time of closing. Following the separation of TRW's automotive business and completion of the sale of TRW's Aeronautical Systems business, Northrop Grumman will be a Fortune 100 company. The combination will position Northrop Grumman as the nation's second largest defense contractor with projected annual revenues of more than $26 billion and approximately 123,000 employees. (NYSE:TRW) jointly announced that they have entered into a definitive merger agreement. LOS ANGELES and CLEVELAND, J(PRIMEZONE) - Northrop Grumman Corporation (NYSE:NOC) and TRW Inc. Northrop Grumman Confirms 2002 Financial Guidance Says it Will Achieveĭouble-Digit Growth for 2003 and Projects Double-Digit Growth for 2004Ģ003 Sales Expected to be $26 to $27 Billion TRW's Board Achieves Goal of Enhancing Shareholder Value Missile Defense and Systems Integration Capabilities $7.8 Billion Transaction Positions Northrop GrummanĪs Nation's Second Largest Defense ContractorĪdds Significant Strengths in Satellite Systems,

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