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(1)

This Registration Statement relates to shares of common stock of Northrop Grumman Corporation to be issued in exchange for all of the issued and outstanding shares of common stock, par value $0.625 per share, of TRW Inc., an Ohio corporation, in connection with the merger of Richmond Acquisition Corp., a wholly-owned subsidiary of Northrop Grumman, with and into TRW.

(2)

This amount is based upon the maximum number of shares of Northrop Grumman common stock (together with the associated rights to purchase Series A junior participating preferred stock) issuable upon consummation of the merger for shares of TRW common stock and upon exercise of TRW options or in exchange for other TRW securities assumed by Northrop Grumman pursuant to the merger.

(3)

Computed solely for purposes of calculating the registration fee. The registration fee has been computed pursuant to Rule 457(f)(1) under the Securities Act of 1933, as amended, based on the average of the high and low prices for shares of TRW common stock as reported on the New York Stock Exchange on July 15, 2002 ($53.13) and the maximum number of such TRW shares (142,581,552) that may be exchanged for the securities being registered minus the maximum cash consideration payable for such TRW shares.

(4)

Pursuant to Rule 457(a) under the Securities Act of 1933, as amended, no additional fee or fee calculation is required.

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Q:

What will happen if the merger is completed?

A:

TRW will be acquired by Northrop Grumman through the merger of a wholly-owned subsidiary of Northrop Grumman with and into TRW. After the merger, TRW will continue as a wholly-owned subsidiary of Northrop Grumman.

Q:

What will TRW shareholders receive in the merger?

A:

In the merger, each share of common stock of TRW will be converted into the right to receive a number of shares of Northrop Grumman common stock equal to the exchange ratio described below.

Q:

How is the exchange ratio calculated?

A:

The exchange ratio is calculated by dividing $60.00 by the average closing sales prices for a share of Northrop Grumman common stock on the New York Stock Exchange during the five consecutive trading days ending on (and including) the second trading day before the closing date of the merger. However, the five-day average closing sale price used in calculating the exchange ratio will not be less than $112.00 or greater than $138.00, even if the actual average sale price is lower than $112.00 or higher than $138.00. Therefore, the exchange ratio will not be greater than 0.5357 ($60.00/$112.00) or less than 0.4348 ($60.00/$138.00), even if the actual average sale price per share of Northrop Grumman common stock used to calculate the exchange ratio is less than $112.00 or greater than $138.00.

Q:

When will the merger be completed?

A:

The companies believe that the merger can be completed in the fourth quarter of 2002. However, the merger cannot be completed without first receiving the approvals of the Northrop Grumman stockholders and the TRW shareholders described in this joint proxy statement/prospectus, and the merger also must be approved by United States and European antitrust regulatory authorities, among other things. As a result, the merger could be delayed for some time, and if the companies do not receive the necessary stockholder, shareholder and governmental approvals, the companies would not be able to complete the merger.

Q:

When and where are the special meetings?

A:

The Northrop Meeting will be held at The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California 90401 at [_____] a.m. Los Angeles time on [__________], 2002.

Q:

What stockholder or shareholder approvals are required for the merger?

A:

Assuming a quorum is present at the Northrop Meeting, the holders of a majority of the votes cast at the Northrop Meeting must affirmatively vote to approve the issuance of the shares of Northrop Grumman common stock pursuant to the merger.

The holders of at least two-thirds of the outstanding shares of TRW common stock must affirmatively vote to adopt the merger agreement.

Q:

How does my board of directors recommend I vote?

A:

The board of directors of Northrop Grumman (with one director absent) unanimously recommends that Northrop Grumman stockholders vote FOR the issuance of shares of Northrop Grumman common stock pursuant to the merger.

The board of directors of TRW (with one director absent) unanimously recommends that TRW shareholders vote FOR the adoption of the merger agreement.

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Q:

Whom should I contact if I have questions?

A:

Northrop Grumman stockholders should contact D.F. King & Co., Inc., Northrop Grumman’s proxy solicitor and information agent for the merger, at:

TRW shareholders should contact Georgeson Shareholder Communications Inc., TRW’s proxy solicitor and information agent for the merger, at:

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Automotive;

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Systems;

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Space & Electronics; and

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Aeronautical Systems.

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Northrop Grumman stockholders must approve the issuance of the shares of Northrop Grumman common stock pursuant to the merger (including shares to be issued upon exercise of TRW options deemed assumed by Northrop Grumman, or issued upon conversion of TRW restricted stock or restricted stock units, pursuant to the merger agreement);

•

TRW shareholders must adopt the merger agreement;

•

the waiting periods under the HSR Act must have expired or terminated;

•

the European Commission must have approved the merger;

•

there must be no law or court order prohibiting the merger;

•

Northrop Grumman and TRW each must have performed in all material respects their respective covenants and obligations to be performed at or prior to the effective time of the merger pursuant to the merger agreement; and

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the representations and warranties of the respective parties made in the merger agreement must be true and correct.

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the merger is not consummated by December 31, 2002 (or by March 31, 2003, if the only conditions to the merger that have not been satisfied relate to antitrust or governmental approvals or other legal prohibitions of the merger);

•

the Northrop Grumman stockholders do not approve the issuance of the Northrop Grumman common stock pursuant to the merger at the Northrop Meeting;

•

the TRW shareholders do not adopt the merger agreement at the TRW Meeting;

•

any law or regulation or legal action prohibits the merger; or

•

there is a breach of a representation, warranty or covenant in the merger agreement by the other party, as described in greater detail in “THE MERGER AGREEMENT—Termination of the Merger Agreement” on page 73.

•

TRW’s board of directors changes its recommendation to the TRW shareholders regarding adoption of the merger agreement (whether or not permitted by the merger agreement);

•

TRW fails to call the TRW Meeting; or

•

TRW’s board of directors recommends a proposal other than the merger to its shareholders.

•

Northrop Grumman’s board of directors changes its recommendation to Northrop Grumman stockholders regarding the issuance of Northrop Grumman common stock pursuant to the merger (whether or not permitted by the merger agreement);

•

Northrop Grumman fails to call the Northrop Meeting; or

•

TRW’s board of directors has first complied with certain provisions of the non–solicitation covenant in the merger agreement, as described in “THE MERGER AGREEMENT—Termination of the Merger Agreement” on page 73.

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the merger will constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; and

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each of Northrop Grumman, Richmond Acquisition Corp., and TRW will be a party to the reorganization within the meaning of Section 368(b) of the Internal Revenue Code.

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unanticipated issues in integrating information, communications and other systems;

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negative impacts on employee morale and performance as a result of job changes and reassignments;

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difficulties attracting and retaining key personnel;

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loss of customers;

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unanticipated incompatibility of systems, procedures and operating methods;

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unanticipated costs of terminating or relocating facilities and operations; and

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the effect of complying with any government imposed organizational conflict-of-interest rules.

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reduce funds available for investment in research and development and capital expenditures;

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adversely affect the cost and availability of funds from commercial lenders, debt financing transactions and other sources; and

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create competitive disadvantages compared to other companies with lower debt levels.

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Northrop Grumman’s and TRW’s dependence on sales to the United States government;

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Northrop Grumman’s and TRW’s successful performance of internal plans;

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customers’ budgetary restraints;

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customer changes in short-range and long-range plans;

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domestic and international competition in both the defense and commercial areas;

•

product performance;

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continued development and acceptance of new products;

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performance issues with key suppliers and subcontractors;

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government import and export policies;

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acquisition or termination of government contracts, which may include termination for the convenience of the government;

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the outcome of political and legal processes;

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legal, financial and governmental risks related to international transactions and global needs for military and commercial aircraft, electronic systems and support, information technologies, naval vessels, space systems and related products and technologies; and

•

other economic, political and technological risks and uncertainties and other risk factors set out in Northrop Grumman’s and TRW’s filings from time to time with the SEC, including, without limitation, Northrop Grumman’s and TRW’s respective reports on Form 10-K and Form 10-Q.

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cash proceeds from the sale and the interest on investment of such cash proceeds would be eliminated;

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a portion of TRW’s existing indebtedness, currently estimated as approximately $2.8 billion, will be replaced by indebtedness of TRW Automotive Inc. and eliminated as indebtedness of TRW; and

•

interest costs associated with such replaced indebtedness will be eliminated.

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(a)

Operating data adjusted for the effect of SFAS 142

(b)

Operating data not adjusted for the effect of SFAS 142

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Operating data adjusted for the effect of SFAS 142

(b)

Operating data not adjusted for the effect of SFAS 142

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Northrop and TRW Historical December 31, 2001 per share information restated for SFAS 142, except book value per share.

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inflatable restraint, seat belt and steering wheel systems;

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braking systems and related products;

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steering and suspension systems and components;

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chassis modules and integrated vehicle control systems;

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vehicle dynamic control systems and electronics;

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access, security and safety electronics systems;

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display and heating, ventilating and air conditioning electronics;

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engineered and plastic fasteners and precision plastic moldings and assemblies;

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engine components and systems;

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commercial steering systems and components; and

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aftermarket operations, including parts, service and technical and diagnostic support.

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strategic missiles;

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intelligence management and processing;

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command, control and communications;

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missile and air defense;

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airborne reconnaissance;

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homeland security;

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public safety and transportation;

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logistics and training;

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health and human services;

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integrated supply chain;

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tax systems; and

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air traffic control.

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spacecraft systems and subsystems;

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electronic systems, including communication systems for space and defense;

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commercial telecommunications products;

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gallium arsenide and indium phosphide advanced semiconductors for satellite and telecommunications applications;

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digital broadband space payloads;

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space science instruments;

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advanced avionics systems;

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high energy laser systems; and

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spacecraft products, including solar arrays and reflectors.

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equipment services, including spares and maintenance, repair and overhaul;

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flight controls;

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engine controls;

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cargo systems;

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power generation and management;

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missile actuation; and

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hoists and winches.

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delivering a written notice bearing a date later than the date of the first proxy to Northrop Grumman’s Corporate Secretary stating that the first proxy is revoked;

•

signing and delivering a BLUE proxy card relating to the same shares and bearing a later date than the date of the previous proxy;

•

voting by telephone or over the internet at a later date than the date of the previous proxy; or

•

attending the Northrop Meeting and voting in person.

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delivering a written notice bearing a date later than the date of the first proxy to the Secretary of TRW, stating that the first proxy is revoked;

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signing and delivering a YELLOW proxy relating to the same shares and bearing a later date than the date of the previous proxy;

•

submitting a telephone or internet proxy at a later date than the date of the previous proxy; or

•

attending the TRW Meeting and voting in person.

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Access to New Product Areas.    TRW’s proprietary technology and products will provide Northrop Grumman with technology and products to complement Northrop Grumman’s existing technology and products.

•

Increased Diversification into New Markets.    The combination of Northrop Grumman and TRW provides the affiliated entities with the opportunity for diversification into new markets and access to new customer elements of the United States Department of Defense and other federal agencies.

•

Increased Market Presence and Opportunities.    The combination of Northrop Grumman and TRW provides the affiliated entities with increased market presence and opportunities for growth that could allow them to better respond to the needs of customers, the increased competitiveness of the marketplace and any opportunities that changes in the market for their respective products might bring.

•

Product Mix.    The complementary nature of Northrop Grumman’s and TRW’s products and services will benefit clients of both companies.

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Operating Efficiencies.    The combination of Northrop Grumman and TRW provides the opportunity for potential economies of scale and cost savings.

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The value to TRW shareholders of the Northrop Grumman offer, including the fairness to shareholders of the financial terms of the offer;

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A comparison of the financial terms and the other terms and conditions of the proposed merger agreement with Northrop Grumman and the proposals provided by the other bidders as well as TRW’s value enhancement plan;

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The effect of the merger on employees of TRW; and

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The operational synergies and other business benefits offered by a transaction with Northrop Grumman.

•

Exchange Ratio Premium.    The midpoint of the exchange ratio collar ($60.00/$125.00) represents a premium over selected historical exchange ratios of TRW common stock to Northrop Grumman common stock. The implied exchange ratio premium of the Northrop Grumman offer at the midpoint of the exchange ratio collar is 23.1% with respect to the implied historical exchange ratio as of February 15, 2001, the last trading day immediately preceding the announcement of the resignation of TRW’s former chief executive officer, 42.1% with respect to the implied historical exchange ratio as of February 21, 2002, the last trading day immediately preceding the announcement of Northrop Grumman’s initial unsolicited proposal, and 14.1% with respect to the average implied exchange ratio for the twelve-month period ended February 21, 2002.

•

Collar.    The exchange ratio pursuant to the merger agreement is subject to a “collar,” which provides that if the average reported closing price 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 is at least $112.00 per share but not more than $138.00 per share, the exchange ratio is designed to provide $60.00 in value of Northrop Grumman common stock for each share of TRW common stock. In the event that the average reported closing price per share of Northrop Grumman common stock is less than $112.00 or more than $138.00, TRW shareholders will receive 0.5357 or 0.4348 of a share of Northrop Grumman common stock, respectively. TRW shareholders may benefit from this collar because:

•

TRW shareholders should expect to receive $60.00 in value of Northrop Grumman common stock if the average closing price of a share of Northrop Grumman common stock remains between $112.00 and $138.00 during the relevant pricing period, which would not have been the case had the exchange ratio been fixed at the lowest ratio provided by the collar; and

•

TRW shareholders benefit from any increase in the average closing price of a share of Northrop Grumman common stock above $138.00 during the relevant pricing period, which would not have been the case had the consideration been based on a fixed value.

•

Fairness Opinions.    The opinion of each of Goldman Sachs and Credit Suisse First Boston delivered to the TRW board on June 30, 2002, to the effect that, as of that date and based on and subject to the assumptions, qualifications and limitations described in their respective opinions, the exchange ratio pursuant to the merger agreement is fair from a financial point of view to the holders of TRW

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Independence Risks.    The strategic and operational risks associated with TRW remaining independent pursuant to TRW’s value enhancement plan and the range of values TRW shareholders might receive if the value enhancement plan were implemented include:

•

risks associated with the separation of TRW’s operations, including the risks relating to the costs incurred in connection with the spin off of TRW’s Automotive business, the risk that the spin off could be taxable if certain events occurred and the risks relating to the fluctuation of the stock price of the shares of the Automotive business distributed in the spin off;

•

risks associated with increased competition in the Space, Defense, Information Systems and Automotive industries; and

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risks associated with recruiting a chief executive officer to replace TRW’s former chief executive officer, whose unexpected resignation was announced on February 19, 2002.

•

Strategic Alternatives.    The consideration, with TRW management and Goldman Sachs and Credit Suisse First Boston, of strategic alternatives, including remaining a stand-alone business and separating its business units.

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Process.    The results of the thorough process for seeking business combination proposals conducted by TRW and its independent financial advisers, pursuant to which interested parties signed confidentiality agreements, met with TRW management and reviewed confidential information about TRW and its business, and TRW received proposals for business combinations from certain interested parties.

•

Proposals.    The overall assessment of each of the proposals submitted by interested parties to TRW as part of its formal solicitation process, taking into account the value and risks associated with each of the proposals.

•

Due Diligence.    The TRW board’s review of public disclosures by and about the business, financial condition and current business strategy of Northrop Grumman, the due diligence review by TRW management and TRW’s financial, legal and accounting advisers of Northrop Grumman and its businesses and Northrop Grumman’s historical stock price performance.

•

Opportunities for Shareholders.    The fact that, after giving effect to the sale of TRW’s Aeronautical Systems business, the merger will present an opportunity for TRW shareholders to participate in a company that is the nation’s second largest defense contractor and, as shareholders of the combined business, to benefit from the following:

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Any future growth of a combined business that has expertise as a prime or platform contractor in ships, carriers and submarines, piloted and unpiloted aircraft, and satellite systems supporting national security; and

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The greater opportunity to participate, as a larger, more capable company following the merger, in the expected increased expenditures for United States defense procurement and research, development, test and evaluation, the budget for which is projected to increase at a 7.2% compound annual growth rate through 2006.

•

Northrop Grumman’s Experience.    Northrop Grumman’s experience in delivering stockholder value, integrating businesses and successfully executing strategies.

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Terms and Conditions.    The structure of the transaction and the terms and conditions of the proposed combination of Northrop Grumman and TRW, including:

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the terms of the merger agreement, including the fact that the merger is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code and is therefore not expected to be taxable to the shareholders of TRW (other than with respect to cash received in lieu of fractional shares);

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the ability of TRW, prior to the consummation of the merger, to consider and negotiate unsolicited third party business combination proposals, subject to certain conditions;

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the right of TRW’s board, prior to the consummation of the merger, to terminate the merger agreement and accept a superior proposal, subject to the satisfaction of certain conditions and the payment of a termination fee to Northrop Grumman;

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the ability of TRW, prior to the consummation of the merger, to take further steps to effect the separation of TRW’s Automotive business; and

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the ability to consummate the merger within a reasonable period of time, including the likelihood of receiving necessary regulatory approvals in light of the commitments made by Northrop Grumman pursuant to the terms of the merger agreement in seeking such approvals and TRW management’s assessment of the regulatory environment in the United States, Europe and the rest of the world.

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Collar.    The “collar” may negatively affect TRW shareholders in the following manner:

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TRW shareholders should expect to only receive $60.00 in value of Northrop Grumman common stock if the average closing price of a share of Northrop Grumman common stock is between $112.00 and $138.00 during the relevant pricing period, which would not have been the case had the exchange ratio been fixed at the highest ratio provided by the collar; and

•

TRW shareholders will be adversely affected by any decrease in the average closing price of a share of Northrop Grumman common stock below $112.00 during the relevant pricing period, which would not have been the case had the consideration been based on a fixed value not subject to a collar.

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Disruptions.    The possible disruption to TRW’s businesses that may result from the announcement of the transaction and the resulting distraction of management attention from the day-to-day operations of TRW’s businesses.

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Integration Risks.    The difficulty inherent in integrating two businesses and the risk that the cost efficiencies, synergies and other benefits expected to be obtained in the transaction might not be fully realized.

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Operating Restrictions.    The restrictions contained in the merger agreement on the operation of TRW’s businesses during the period between the signing of the agreement and the completion of the merger.

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Termination Fee.    The $275 million termination fee to be paid to Northrop Grumman if the merger agreement is terminated under circumstances specified in the merger agreement. See “THE MERGER AGREEMENT—Termination Fee” on page 74.

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Consummation Risk.    The possibility that the merger might not be completed and the effect of the resulting public announcement of termination of the merger agreement on:

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the market price of TRW’s common stock;

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TRW’s operating results, particularly in light of the costs incurred in connection with the transaction, including the potential requirement to make a termination payment; and

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TRW’s ability to attract and retain key personnel, including a chief executive officer.

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Regulatory.    The possibility of significant costs, delays and non-consummation of the merger resulting from seeking regulatory approvals necessary for the consummation of the merger.

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Historical information concerning Northrop Grumman’s and TRW’s respective businesses, financial performance and condition, operations, technology, management and competitive position;

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TRW’s management’s views as to the financial condition, results of operations and businesses of Northrop Grumman and TRW before and after giving effect to the merger;

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Current financial market conditions and historical market prices, volatility and trading information with respect to Northrop Grumman common stock and TRW common stock; and

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Discussions with TRW’s senior management and financial advisers as to the result of their due diligence review of Northrop Grumman.

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reviewed a draft of the merger agreement dated June 29, 2002;

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held discussions with certain senior officers, directors and representatives and advisers of Northrop Grumman and certain senior officers and representatives and advisers of TRW concerning the businesses, operations and prospects of Northrop Grumman and TRW;

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examined certain publicly available business and financial information relating to Northrop Grumman and TRW;

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reviewed certain financial forecasts and other information and data for Northrop Grumman and TRW which were provided to or otherwise discussed with Salomon Smith Barney by the managements of Northrop Grumman and TRW;

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reviewed the financial terms of the merger as set forth in the draft merger agreement provided to it in relation to, among other things: current and historical market prices and trading volumes of Northrop Grumman common stock and TRW common stock, the historical and projected earnings and other operating data of Northrop Grumman and TRW, and the capitalization and financial condition of Northrop Grumman and TRW;

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considered, to the extent publicly available, the financial terms of certain other similar transactions recently effected that Salomon Smith Barney considered relevant in evaluating the merger; and analyzed certain financial, stock market and other publicly available information relating to the businesses of

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evaluated the pro forma financial impact of the merger on Northrop Grumman; and

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conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as Salomon Smith Barney deemed appropriate in arriving at its opinion.

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reviewed certain publicly available financial statements and other information of Northrop Grumman and TRW, respectively;

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reviewed certain internal financial statements and other financial and operating data concerning Northrop Grumman and TRW prepared by the managements of Northrop Grumman and TRW, respectively;

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analyzed certain financial projections prepared by the managements of Northrop Grumman and TRW, respectively;

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discussed with senior executives of Northrop Grumman and TRW the business, operations and prospects of Northrop Grumman and TRW as well as certain strategic, financial and operational benefits of the merger for the combined company;

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analyzed the pro forma impact of the merger on, amongst other things, the combined company’s earnings per share, cash flow, consolidated capitalization and financial ratios;

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reviewed the prices and trading activity for Northrop Grumman common stock and TRW common stock and compared them with the securities of certain other publicly-traded companies comparable to Northrop Grumman and TRW;

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reviewed the financial terms, to the extent publicly available, of certain comparable merger transactions;

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participated in certain discussions and negotiations of Northrop Grumman and TRW and their financial and legal advisers;

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reviewed the merger agreement and certain related documents; and

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performed such other analyses and considered such other factors as it has deemed appropriate.

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the merger agreement;

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the annual reports to shareholders and annual reports on Form 10-K of TRW and Northrop Grumman for the five years ended December 31, 2001;

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the Schedule 14D-9 of TRW, filed on March 13, 2002, as amended;

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a number of interim reports to stockholders and quarterly reports on Form 10-Q of TRW and Northrop Grumman;

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a number of other communications from TRW and Northrop Grumman to their respective stockholders; and

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a number of internal financial analyses and forecasts for TRW and Northrop Grumman prepared by their respective managements, including cost savings and operating synergies projected by the management of TRW to result from the merger.

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the merger would be consummated in accordance with the merger agreement without amendment, modification or waiver of any of the terms of the merger agreement; and

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in the course of obtaining the necessary regulatory and third party approvals, consents, waivers and agreements relating to the merger, no modification, condition, restriction, limitation or delay would be imposed that would have an adverse effect on TRW or Northrop Grumman or the contemplated benefits of the merger.

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reviewed the merger agreement;

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reviewed business and financial information relating to TRW and Northrop Grumman;

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reviewed other information relating to TRW and Northrop Grumman, including financial forecasts and publicly available research estimates provided to or discussed with Credit Suisse First Boston by the managements of TRW and Northrop Grumman and met with the managements of TRW and Northrop Grumman to discuss the businesses and prospects of TRW and Northrop Grumman;

•

considered financial and stock market data of TRW and Northrop Grumman, and compared those data with similar data for other publicly held companies in businesses similar to TRW and Northrop Grumman;

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considered the financial terms of other business combinations and other transactions recently effected; and

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considered other information, financial studies, analyses and investigations and financial, economic and market criteria that it deemed relevant.

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the value in Northrop Grumman common stock to be received by TRW shareholders for each share of TRW common stock; and

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the percentage ownership by TRW shareholders of the common equity on a fully diluted basis of Northrop Grumman after the merger.

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(1)

Calculated by dividing the price per share of TRW common stock by the respective midpoints of the Northrop Grumman collars; initial offer exchange ratio calculated as $47.00/$108.00; revised offer exchange ratio calculated as $53.00/$118.00.

•

estimated fiscal year 2002 and 2003 GAAP earnings before interest, taxes, depreciation and amortization, sometimes referred to as EBITDA (EBITDA is a measure used by management and is not intended to represent an alternative to operating income or net cash flows provided by operating activities. EBITDA is not a recognized term under generally accepted accounting principles);

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estimated fiscal year 2002 and 2003 EBITDA before pension and other post-employment benefits income and expenses, sometimes referred to as EBITDAPO; and

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estimated fiscal year 2002 and 2003 EBITDA before pension income.

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Collins & Aikman Corporation’s acquisition of Textron Inc.’s auto trim division;

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ZF Friedrichshafen AG’s acquisition of Mannesmann Sachs AG;

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Heartland Industrial Partners, L.P.’s acquisition of Collins & Aikman;

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Heartland Industrial Partners’ acquisition of MascoTech, Inc.;

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Faurecia SA’s acquisition of Sommer Allibert SA;

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BC Partners Inc.’s acquisition of Mark IV Industries, Inc.;

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Robert Bosch GmbH’s and Siemens AG’s acquisition of Atecs Mannesmann AG;

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Meritor Automotive, Inc.’s acquisition of Arvin Industries, Inc.;

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Lear Corporation’s acquisition of United Technologies Automotive Inc.;

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TRW’s acquisition of LucasVarity plc;

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Federal-Mogul Corporation’s acquisition of Cooper Automotive; and

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Continental AG’s acquisition of ITT Industries, Inc.’s brake & chassis division.

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Northrop Grumman’s acquisition of Newport News;

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Northrop Grumman’s acquisition of Litton;

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DaimlerChrysler Aerospace AG’s acquisition of Aerospatiale Matra SA;

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Thales SA’s acquisition of Racal Electronics plc;

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British Aerospace plc’s acquisition of Marconi Electronic Systems;

•

Lockheed Martin’s withdrawn acquisition proposal for Northrop Grumman;

•

Raytheon’s acquisition of Hughes Aircraft Company;

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Boeing’s acquisition of McDonnell Douglas Corporation; and

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Raytheon’s acquisition of Texas Instruments Incorporated’s defense systems and electronics business.

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financial adviser in connection with TRW’s recently announced agreement to sell certain assets and liabilities of TRW engaged in the Aeronautical Systems business to Goodrich Corporation;

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financial adviser in connection with TRW’s proposed spin off of its Automotive business;

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co-manager with respect to an offering of 8.75% notes of TRW due 2006 (aggregate principal amount $400 million) in May 2000 and as lead manager with respect to an offering of 7.63% notes of TRW due 2006 (aggregate principal amount $500 million) in March 2001;

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agent with respect to TRW’s commercial paper program in 2002; and

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its financial adviser in connection with, and having participated in some of the negotiations leading to, the merger agreement.

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the salary and incentive pay that the officer would have received under the agreement for the remainder of the employment period or two years, whichever is longer (the “remaining period”) and a pro rata portion of the incentive pay for the year of termination; and

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employee benefits (other than employee welfare benefits and stock options and similar compensatory benefits) that the executive would have received for the remaining period, including under TRW’s non-qualified retirement plan, assuming vesting (other than with respect to Mr. Plant, who will be entitled to a payment equal to 15% of his base salary and target incentive pay in lieu of such benefit continuation).

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the elimination of the officer’s position;

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three months after the distribution date for the spin off of the Automotive business; and

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April 17, 2003, subject to TRW’s right to extend the April 17, 2003 date for an additional three months if the spin off has just been completed or is still in process as of April 17, 2003.

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eighteen months following that date;

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the date the officer begins full-time employment outside of TRW;

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the date the officer elects to retire from TRW (in the case of retirement-eligible officers); and

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the officer’s death,

•

the merger closes on or before March 31, 2003;

•

the sale or spin off occurs after the merger, but before December 31, 2003 (subject to extension by mutual agreement);

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the named individual remains continuously employed on a full time basis through the closing of the sale or spin off of the Automotive business and during that time uses best efforts to accomplish the sale or spin off of the Automotive business (which condition will be deemed satisfied if the individual is

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the named individual remains continuously employed on a full-time basis by the new entity which includes the Automotive business for at least six months after the sale (which condition will be deemed satisfied if the individual is not offered employment with the new entity with at least the same base pay and 60% target bonus opportunity they currently have or if the base pay or bonus opportunity is reduced during the six-month period or if the new entity terminates the individual without “cause”).

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Options to purchase 3,342,614 shares of TRW common stock, with a weighted average exercise price of 46.07 per share. Of these securities, options to purchase 2,652,110 shares of TRW common stock had vested as of such date;

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35,605 unvested restricted stock units; and

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91,600 unvested shares of restricted stock.

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dealers in securities;

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financial institutions;

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insurance companies;

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tax-exempt organizations;

•

holders of shares of TRW stock as part of a position in a “straddle” or as part of a “hedging” or “conversion” transaction;

•

holders who have a “functional currency” other than the United States dollar;

•

holders who are foreign persons;

•

holders who own their shares indirectly through partnerships, trusts or other entities that may be subject to special treatment; and

•

holders who acquired their shares of TRW stock through stock option or stock purchase programs or otherwise as compensation.

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TRW shareholders will not recognize any gain or loss upon the exchange of their shares of TRW common stock for shares of Northrop Grumman common stock pursuant to the merger, except with respect to any gain or loss attributable to cash received in lieu of fractional shares of Northrop Grumman common stock;

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The aggregate tax basis of the shares of Northrop Grumman common stock received in exchange for shares of TRW common stock pursuant to the merger will be the same as the aggregate tax basis of the shares of TRW common stock surrendered in the merger, except that such holder’s aggregate tax basis in Northrop Grumman common stock will be reduced by the tax basis allocable to any fractional share interest in Northrop Grumman common stock for which such holder will receive cash;

•

The holding period for shares of Northrop Grumman common stock received in the merger in exchange for shares of TRW common stock will include the holding period for the TRW common stock surrendered;

•

Cash payments received by TRW shareholders in lieu of a fractional share of Northrop Grumman common stock will be treated as received in exchange for that fractional share interest, and gain or loss will be recognized for federal income tax purposes on receipt of the cash payment, measured by the difference between the amount of cash received and the portion of the basis of the TRW common stock allocable to the fractional share interest. The gain or loss will be long term capital gain or loss if the TRW common stock is considered to have been held for more than one year at the time of the merger;

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If a TRW shareholder perfects dissenter’s rights with respect to its TRW common stock, such holder should generally recognize capital gain or loss at the effective time of the merger in an amount equal to the difference between the “amount realized” and the adjusted tax basis of its TRW common stock. For this purpose, although there is no authority directly on point, the amount realized generally should equal the trading price of TRW common stock at the effective time of the merger. Such holder should also

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None of Northrop Grumman, Northrop Grumman stockholders, Richmond Acquisition Corp., or TRW will recognize any gain or loss solely as a result of the merger.

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all unvested TRW stock options will vest and all TRW options will be deemed assumed by Northrop Grumman. The number of shares of Northrop Grumman common stock issuable upon exercise of each assumed TRW option will be equal to (a) the number of shares of TRW common stock issuable upon exercise of the TRW option prior to the effective time of the merger multiplied by (b) the exchange ratio used in exchanging shares of TRW common stock for shares of Northrop Grumman common stock in the merger. The exercise price for such assumed TRW options will be equal to (i) the exercise price in effect for the TRW options prior to the effective time of the merger divided by (ii) the exchange ratio used in exchanging shares of TRW common stock for shares of Northrop Grumman common stock in the merger.

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each share of TRW restricted stock and each TRW restricted stock unit award will vest and all restrictions on those securities will lapse as of the effective time of the merger, and the holder thereof will be entitled to receive the same number of shares of Northrop Grumman common stock to which the holder would have been entitled had the holder held unrestricted shares of TRW common stock at the effective time.

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each outstanding TRW stock appreciation right will accelerate and automatically be converted into the right to receive cash in the amount by which the value of the shares of TRW common stock subject to the stock appreciation right, calculated as the average of the closing sale prices for a share of TRW common stock on the New York Stock Exchange for the five consecutive trading days ending on (and including) the second trading day before the closing date of the merger, exceeds the exercise price for the shares of TRW common stock subject to the stock appreciation right;

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each outstanding TRW critical skills stock unit grant will be amended or converted into a similar instrument of Northrop Grumman, with such adjustments to the terms and conditions of the grant as are appropriate to preserve the value inherent in the awards; and

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each outstanding TRW strategic incentive program grant will be cancelled in exchange for a lump sum cash payment equal to the value of the grant, assuming maximum performance of all performance goals, except that 2001-2002 strategic incentive program grants will be paid at 50% of the maximum value of such grants, assuming all performance goals had been reached.

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materially adversely affects the ability of Northrop Grumman and TRW, as the case may be, and their respective subsidiaries, taken as a whole, to perform the obligations set forth in the merger agreement or to consummate the transactions contemplated by the merger agreement; or

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is materially adverse to the business, assets, financial condition or results of operations of Northrop Grumman and TRW, as the case may be, and their respective subsidiaries, taken as a whole.

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general legal, regulatory, political, business, economic, capital market or financial market conditions or conditions otherwise generally affecting industries in which Northrop Grumman or TRW and their respective subsidiaries, taken as a whole, generally operate, except to the extent Northrop Grumman or TRW, as the case may be, is materially and adversely affected in a disproportionate manner as compared to other comparable participants in such industries;

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the negotiation, execution, announcement or consummation of the merger agreement and the transactions contemplated by the merger agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners or employees;

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the proposed sale of TRW’s Aeronautical Systems business; and

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subject to the absence of an objection by Northrop Grumman, any actions required by or permitted under the merger agreement to be taken in connection with the spin off of the TRW Automotive business or another transaction involving the separation of TRW’s Automotive business substantially in accordance with the documents previously filed by TRW with the Internal Revenue Service and the SEC.

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use its reasonable best efforts to take all actions to consummate and make the merger and the other transactions contemplated by the merger agreement effective as soon as possible;

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use its reasonable best efforts to avoid the entry of, or to vacate, any judgment that would prevent or delay the closing of the merger;

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use its reasonable best efforts to avoid or eliminate every impediment to the merger under any antitrust law that may be asserted, including:

•

with respect to Northrop Grumman, taking all actions such as:

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proposing, negotiating, committing to and effecting, the sale, divestiture or disposition of assets or businesses of Northrop Grumman or any of its subsidiaries; and

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otherwise taking or committing to take actions that limit Northrop Grumman or its subsidiaries’ freedom of action with respect to, or ability to retain, one or more of its or its subsidiaries’ businesses, product lines or assets;

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with respect to TRW, taking such of the foregoing actions as Northrop Grumman may request, provided that any such action by TRW that is not an express condition to the merger may be conditioned on the completion of the merger;

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keep each other reasonably apprised of the status of the transactions contemplated by the merger agreement and reasonably cooperate in obtaining all required approvals or consents of any governmental authority;

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cooperate in preparing a joint proxy statement/prospectus relating to the merger and use reasonable best efforts to mail the joint proxy statement/prospectus to Northrop Grumman stockholders TRW shareholders;

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call a meeting of Northrop Grumman stockholders and TRW shareholders for the purpose of obtaining any stockholder or shareholder approvals required to consummate the merger;

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cooperate in determining whether any action, consent or approval of any governmental authority is required and seek to obtain any such required actions, consents, approvals or waivers;

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provide the other party certain access to offices, properties, books and records and to its counsel, financial advisers, auditors and other authorized representatives;

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not take any action which would prevent the merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code;

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notify one another of communications from any third party alleging that a consent is required in connection with transactions contemplated by the merger agreement or from governmental authorities; and

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if any anti-takeover or similar statute or regulation is applicable or may become applicable to the merger, use reasonable best efforts to take all reasonable and legally permissible actions so that the merger may be consummated.

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adopt or propose any changes in its certificate of incorporation, bylaws or similar organization or governing documents;

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adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

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issue, sell, transfer, pledge, dispose of or encumber any shares of its capital stock;

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split, combine, subdivide or reclassify its outstanding shares of capital stock or declare, set aside or pay any dividend; and

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sell, lease, license or otherwise dispose of any material amount of assets or property.

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take all actions necessary to cause Richmond Acquisition Corp. to perform its obligations under the merger agreement;

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indemnify, and cause TRW after the merger to indemnify, the officers and directors of TRW to the fullest extent permitted under applicable law with respect to all acts or omissions made prior to the effective time of the merger;

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cause the articles of incorporation and regulations of TRW after the merger to contain provisions no less favorable with respect to limitation of certain liabilities of directors, officers, employees and agents and indemnification than those set forth in such articles of incorporation and regulations as of the date of the merger agreement;

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cooperate in the defense of any action involving a TRW indemnitee;

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cause TRW after the merger to maintain TRW’s current directors’ and officers’ liability insurance, or an equivalent policy, for six years;

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cause the shares of Northrop Grumman common stock to be issued pursuant to the merger (including shares issued upon exercise of TRW options deemed assumed by Northrop Grumman, or issued upon conversion of TRW restricted stock or restricted stock units, pursuant to the merger agreement) to be approved for listing on the New York Stock Exchange;

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cause TRW after the merger to honor TRW’s employee plans;

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provide each TRW employee as of the effective time, for two years after the merger (provided that the employee remains employed by Northrop Grumman or any of its subsidiaries during that time), benefits which in the aggregate and regardless of the form of such benefits, are at least as favorable as the benefits provided pursuant to TRW’s employee benefit plans or arrangements prior to the merger and not to amend or terminate TRW’s severance policies during that two-year period;

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give, or cause TRW after the merger to give, such TRW employees full credit for their service with TRW, solely for purposes of eligibility and vesting under severance benefit, vacation and other employee benefit plans or arrangements maintained by Northrop Grumman or any subsidiary of Northrop Grumman to the same extent recognized by TRW for similar TRW benefit plans or arrangements;

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waive or cause to be waived certain preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such TRW employees under any welfare benefit plans of Northrop Grumman; and

•

not acquire or agree to acquire any person or entity if such acquisition will delay obtaining consents for the merger, increase the risk of a governmental authority prohibiting the consummation of the merger or materially delay the consummation of the merger.

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adopt or propose any changes in its articles of incorporation, regulations or similar organization or governing documents;

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adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

•

issue, sell, transfer, pledge, dispose of or encumber any shares of its capital stock;

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split, combine, subdivide or reclassify its outstanding shares of its capital stock or declare, set aside or pay any dividend;

•

redeem, purchase or acquire any shares of TRW’s capital stock except for repurchases, redemptions or acquisitions required by the terms of a TRW stock plan or in accordance with dividend reinvestment plans in effect as of the date of the merger agreement;

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adopt, amend or terminate any bonus, profit sharing, compensation, stock option or similar plan;

•

grant severance or termination pay or pension benefits to any director, officer or employee; enter into any employment, retention or deferred compensation agreement; enter into any new, or modify the vesting or payment of, benefits payable under any existing severance or termination pay policies or employment or consulting agreements; or modify or amend any compensation, bonus or other benefits payable to directors, officers, employees or consultants;

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acquire a material amount of assets or property in excess of the amounts specified in the capital expenditure budget attached to the merger agreement;

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sell, lease, license or otherwise dispose of any material amount of assets or property;

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make or rescind any material tax election, change any material methods of reporting income or deductions for tax purposes, compromise any tax liability or issue a waiver to extend the period of limitation for the payment or assessment of tax;

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alter, or permit to be altered, through merger, liquidation, reorganization, restructuring or any other fashion the corporate structure or ownership of any of its subsidiaries;

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incur or assume debt or issue any debt securities; assume, guarantee, endorse or otherwise become liable or responsible for the obligations of any other person; make any loans, advances or capital contributions; pledge or otherwise encumber shares of capital stock or mortgage or pledge any of its material assets;

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change any accounting principles;

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revalue in any material respect any of its assets, including writing down the value of inventory or writing-off notes or accounts receivable; and

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settle or compromise any pending or threatened suit, action or claim that the settlement or compromise of which could have a material adverse effect on TRW and its subsidiaries, taken as a whole.

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to redeem all outstanding shares of TRW Cumulative Serial Preference Stock II; $4.40 Convertible Series 1 and all shares of TRW Cumulative Serial Preference Stock II, $4.50 Convertible Series 3 prior to the record date for the TRW Meeting;

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not to withdraw the ruling request previously submitted by TRW to the Internal Revenue Service with respect to TRW’s previously proposed spin off of its Automotive business or file any amendments or supplements to such ruling;

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to reasonably assist Northrop Grumman in preparing for, and make TRW’s officers and employees reasonably available for, presentations to prospective purchasers, investors or other parties regarding any transaction involving or relating to TRW’s Automotive business;

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to maintain the existence of TRW Automotive Inc. as a Delaware corporation and wholly-owned subsidiary of TRW; and

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to prepare unaudited financial statements for TRW’s Automotive business as may be required by the rules of the SEC, as well as any other financial statements reasonably requested by Northrop Grumman in connection with a proposed transaction involving TRW’s Automotive business.

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the approval by the Northrop Grumman stockholders of the issuance of the shares of Northrop Grumman common stock in connection with the merger and the adoption by the TRW shareholders of the merger agreement;

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the expiration or termination of the waiting periods under the HSR Act;

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the approval of the merger by the European Commission;

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the absence of any injunction or other legal restraint to the merger agreement or the merger;

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the registration statement of which this joint proxy statement/prospectus is a part being declared effective under the Securities Act, and no stop order suspending its effectiveness being in effect;

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the shares of Northrop Grumman common stock to be issued pursuant to the merger (including those issued upon exercise of TRW options deemed assumed by Northrop Grumman, or issued upon conversion of TRW restricted stock or restricted stock units, pursuant to the merger agreement) being approved for listing on the New York Stock Exchange, subject to official notice of issuance; and

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all material governmental approvals of the merger being received.

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TRW having performed in all material respects all of its covenants and obligations under the merger agreement to be performed by it at or prior to the effective time of the merger;

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all representations and warranties made by TRW in the merger agreement and in any certificate or other writing delivered by TRW pursuant to the merger agreement:

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if subject to any limitations as to “materiality” or “material adverse effect,” (as further described in the section entitled “THE MERGER AGREEMENT—Representations and Warranties”) being true and correct at and as of the effective time of the merger as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date); and

•

if not subject to any limitations as to “materiality” or “material adverse effect,” being true and correct at and as of the effective time of the merger as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on TRW; and

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Northrop Grumman having received from Gibson, Dunn & Crutcher LLP opinions stating that the merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and that each of Northrop Grumman, TRW and Richmond Acquisition Corp. will be a party to the reorganization within the meaning of Section 368(b) of the Internal Revenue Code, and such opinions having not been withdrawn.

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Northrop Grumman having performed in all of material respects all its covenants and obligations under the merger agreement to be performed by it at or prior to the effective time of the merger;

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all representations and warranties made by Northrop Grumman and Richmond Acquisition Corp. in the merger agreement and in any certificate or other writing delivered by Northrop Grumman or Richmond Acquisition Corp. pursuant to the merger agreement:

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if subject to any limitations as to “materiality” or “material adverse effect” (as further described in the section entitled “THE MERGER AGREEMENT—Representations and Warranties”) being true and correct at and as of the effective time of the merger as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date); and

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if not subject to any limitations as to “materiality” or “material adverse effect,” being true and correct as of the effective time of the merger as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Northrop Grumman; and

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TRW having received from PricewaterhouseCoopers LLP an opinion stating that the merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and that each of Northrop Grumman, TRW and Richmond Acquisition Corp. will be a party to the reorganization within the meaning of Section 368(b) of the Internal Revenue Code, and such opinions having not been withdrawn.

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the merger is not consummated by December 31, 2002 (or March 31, 2003, if the only unsatisfied conditions relate to antitrust and governmental approvals or the existence of a provision of law or a regulation, judgment, injunction, order or decree making the merger illegal or otherwise prohibiting the consummation of the merger);

•

the Northrop Grumman stockholders do not approve the issuance of the Northrop Grumman common stock in connection with the merger at the Northrop Meeting or any adjournment thereof;

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the TRW shareholders do not adopt the merger agreement at the TRW Meeting or any adjournment thereof;

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any law or regulation makes the merger illegal or otherwise prohibits the merger or if any judgment, injunction, order or decree enjoining Northrop Grumman, TRW or Richmond Acquisition Corp. from consummating the merger becomes final and unappealable; or

•

the other party breaches a representation, warranty, covenant or obligation contained in the merger agreement and such breach:

•

results in a failure of the condition that the other party was required to perform its obligations under the merger agreement in all material respects or that the other party’s representations and warranties be true and correct unless the failure to be true and correct is not material or would not result in a material adverse effect on the other party and its subsidiaries taken together; and

•

is not susceptible to cure or, if susceptible to cure, is not cured within 30 days after written notice of the breach.

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TRW’s board of directors changes its recommendation to TRW’s shareholders to adopt the merger agreement (whether or not permitted by the merger agreement);

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TRW fails to call the TRW Meeting; or

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TRW’s board of directors recommends a proposal other than the merger to the TRW shareholders.

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Northrop Grumman’s board of directors changes its recommendation to Northrop Grumman’s stockholders to approve the issuance of the shares of Northrop Grumman common stock pursuant to the merger (whether or not permitted by the merger agreement);

•

Northrop Grumman fails to call the Northrop Meeting; or

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TRW’s board of directors in good faith determines by a majority vote, after consultation with outside legal counsel, that to fulfill its fiduciary obligations it may be required to withdraw its recommendation

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TRW gives notice to Northrop Grumman of the competing proposal, including the material terms of the proposal and the identity of the party making the competing proposal;

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Northrop Grumman does not make an offer that TRW’s board of directors by a majority vote determines in good faith (based on the advice of TRW’s financial advisers) is as favorable to TRW’s shareholders as the competing proposal within five days after receiving notice from TRW of the competing proposal; and

•

prior to or concurrently with signing any agreement regarding the competing proposal, TRW must terminate the merger agreement and pay Northrop Grumman the termination fee described below.

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by Northrop Grumman, because TRW’s board of directors changes its recommendation to TRW’s shareholders to adopt the merger agreement (whether or not permitted by the merger agreement);

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by Northrop Grumman, because TRW fails to call the TRW Meeting as required by the merger agreement;

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by Northrop Grumman, because TRW’s board of directors recommends a proposal other than the merger to the TRW shareholders;

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by TRW, after complying with its obligations under the non-solicitation provisions of the merger agreement referred to below. See “THE MERGER AGREEMENT—No Solicitation” on the following page.

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the TRW shareholders fail to adopt the merger agreement at the TRW Meeting and, at the time of the TRW Meeting, there is outstanding, or TRW is considering, or there has been a public announcement of, a plan or proposal (referred to as an “acquisition proposal”) for the direct or indirect acquisition of 30% or more of either the equity interests in TRW or the assets or business of TRW or its subsidiaries that constitute 30% or more of the net revenues, net income or net assets of TRW and its subsidiaries (taken as a whole), and within twelve months thereafter:

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TRW enters into an agreement with respect to such an acquisition proposal; or

•

a transaction occurs involving the conveyance of 50% or more of either the equity interests in TRW or the assets or business of TRW or its subsidiaries that constitute 50% or more of the net revenues, net income or net assets of TRW and its subsidiaries (taken as a whole), in each case involving any party or an affiliate thereof:

•

with whom TRW or its agents had negotiations regarding an acquisition proposal;

•

to whom TRW or its agents provided information in connection with an acquisition proposal; or

•

who had submitted an acquisition proposal to TRW after the date of the merger agreement and before the date the merger agreement is terminated; or

•

TRW has breached a representation, warranty, covenant or obligation contained in the merger agreement, and such breach:

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results in a failure of the condition that TRW shall have performed in all material respects its covenants and obligations under the merger agreement, that TRW’s representations and warranties

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is not susceptible to cure or, if susceptible to cure, is not cured within 30 days after written notice of the breach and, within twelve months thereafter:

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TRW enters into an agreement for the direct or indirect acquisition of 30% or more of either the equity interests in TRW or the assets or business of TRW or its subsidiaries that constitute 30% or more of the net revenues, net income or net assets of TRW and its subsidiaries (taken as a whole); or

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a transaction occurs involving the conveyance of 50% or more of either the equity interests in TRW or the assets or business of TRW or its subsidiaries that constitute 50% or more of the net revenues, net income or net assets of TRW and its subsidiaries (taken as a whole), in each case involving any party or affiliate thereof:

•

with whom TRW or its agents had negotiations regarding an acquisition proposal after the date of the merger agreement and before the date the merger agreement is terminated;

•

to whom TRW or its agents provided information in connection with an acquisition proposal after the date of the merger agreement and before the date the merger agreement is terminated; or

•

who had submitted an acquisition proposal to TRW after the date of the merger agreement and before the date the merger agreement is terminated.

•

the acquisition proposal could result in a “superior proposal,” as described below; and

•

the acquisition proposal was not solicited after the date of the merger agreement and did not otherwise result from TRW’s breach of the non-solicitation covenant.

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Northrop Grumman changes its recommendation to Northrop Grumman stockholders;

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TRW receives an unsolicited competing proposal that TRW’s board of directors believes is a “superior proposal,” as described above, provided:

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TRW’s board of directors determines in good faith, after consultation with outside legal counsel, that such withdrawal or modification may be required to satisfy its fiduciary duties;

•

TRW provides written notice to Northrop Grumman of the “superior proposal” prior to withdrawing or modifying its recommendation; and

•

Northrop Grumman does not, within five business days of receipt of such notice, make an offer which TRW’s board of directors determines in good faith to be as favorable as the “superior proposal.”

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a direct or indirect acquisition, purchase or conveyance of the business or assets of TRW or any of its subsidiaries that constitutes 30% or more of the net revenues, net income or assets of TRW and its subsidiaries, taken as a whole;

•

a direct or indirect acquisition, purchase or conveyance of 30% or more of any class of equity securities of TRW or any of its subsidiaries whose business constitutes 30% or more of the net revenues, net income or assets of TRW and its subsidiaries, taken as a whole;

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a tender offer or exchange offer that, if consummated, would result in anyone beneficially owning 30% or more of any class of equity securities of TRW, or any of its subsidiaries whose business constitutes 30% or more of the net revenues, net income or assets of TRW and its subsidiaries, taken as a whole; or

•

a merger, consolidation, business combination or similar transaction involving TRW, including a transaction that contemplates the conveyance or other disposition of a portion of the assets or a business of TRW or any of its subsidiaries to a third party and/or the shareholders of TRW prior to the consummation of such transaction, where such transaction, together with such conveyance or other disposition, if any, constitutes 30% or more of the net revenue, net income or assets of TRW and its subsidiaries, taken as a whole;

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TRW Automotive Inc. would be owned by Northrop Grumman’s stockholders (including the former TRW shareholders) and any purchaser of convertible preferred stock of TRW Automotive Inc.;

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TRW Automotive Inc. would be a stand alone corporation, with its own revenues, expenses, liabilities and commitments and would have no connection to TRW’s remaining operations or Northrop Grumman, other than certain contractual arrangements that would be entered into in connection with the spin off of the Automotive business;

•

TRW Automotive Inc. would receive no financial benefit if Northrop Grumman experienced successes, and generally would bear no liabilities or experience any detriments should Northrop Grumman become unsuccessful;

•

Northrop Grumman would receive no financial benefit if TRW Automotive Inc. experienced successes, and generally would bear no liabilities or experience any detriments should TRW Automotive Inc. become unsuccessful; and

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Northrop Grumman’s level of indebtedness (including any indebtedness attributable to TRW and the merger) would be reduced to the extent that indebtedness is assumed by TRW Automotive Inc. or the proceeds from any debt or equity financing of TRW Automotive Inc. are applied to pay down debt of Northrop Grumman or TRW.

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Neither Northrop Grumman’s nor TRW’s former shareholders would have any ownership interest in TRW’s Automotive business after the sale by virtue of their ownership of Northrop Grumman stock;

•

None of Northrop Grumman’s stockholders (including the former TRW shareholders) would receive any financial benefit or incur any detriment from the operating results of TRW’s Automotive business

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Northrop Grumman’s level of indebtedness (including any indebtedness attributable to TRW and the merger) likely would be reduced to a greater extent than any reduction in indebtedness relating to a spin off, assuming most or all of the net proceeds from a sale were applied to reduce indebtedness.

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cash proceeds from the sale and the interest on investment of such cash proceeds would be eliminated;

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a portion of TRW’s existing indebtedness, currently estimated as approximately $2.8 billion, will be replaced by indebtedness of TRW Automotive Inc. and eliminated as indebtedness of TRW; and

•

interest costs associated with such replaced indebtedness will be eliminated.

•

the fair market value of the Newport News assets acquired by Northrop Grumman;

•

the fair market value of the Newport News liabilities assumed by Northrop Grumman;

•

the related allocations of purchase price for the Newport News acquisition; and

•

preliminary estimates of adjustments necessary to conform Newport News’ accounting policies to Northrop Grumman's accounting policies.

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*

Information contained in this Pro Forma Statement of Income for the year ending December 31, 2001 was obtained directly from TRW Inc. The information reflects the restatement of results of operations for the discontinuance of the operations of TRW’s Aeronautical Systems business expected to be sold to Goodrich Corporation for a gross purchase price of $1.5 billion in cash.

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(a)

Adjustments to (i) eliminate the equity of TRW, (ii) record issuance of Northrop Grumman stock, and (iii) record goodwill and other purchased intangibles arising from the acquisition of TRW.

(b)

Adjustment to eliminate intercompany sales and cost of sales transactions between Northrop Grumman and Litton, between Northrop Grumman and Newport News, and between Northrop Grumman and TRW, as applicable.

(c)

Adjustment to amortize the preliminary estimate of goodwill and other purchased intangible assets arising out of the acquisition of Litton over an estimated weighted average life of 26 years on a straight line basis.

(d)

Adjustment to record depreciation of property, plant and equipment and amortization of capitalized software arising from fair market value adjustments for the Newport News acquisition.

(e)

Adjustment to record interest expense and the amortization of debt issuance costs on new financing for the acquisition of Litton at a weighted average rate of 6.5 percent for the year ended December 31, 2001.

(f)

Adjustment to record income tax effects on pre-tax pro forma adjustments, using a statutory tax rate of thirty-five percent.

(g)

Adjusted, pro rata, for dividends to preferred shareholders using $7 per share dividend rate for redeemable preferred stock issued in the acquisition of Litton.

(h)

Adjustment to amortize estimated purchased intangible assets arising out of the Newport News acquisition over an estimated life of 47 years on a straight line basis. Goodwill arising from the Newport News acquisition has not been amortized in accordance with the provisions of SFAS No. 142: Goodwill and Other Intangible Assets.

(i)

Adjustment to record interest on debt financing for the Newport News acquisition at a weighted average rate of 4.8 percent for the year ended December 31, 2001.

(j)

Adjustments to reclassify state income tax expense from federal and foreign income taxes to operating costs to conform Newport News and TRW data to classifications utilized by Northrop Grumman.

(k)

Calculated based on the assumption that Northrop Grumman has acquired all of the TRW common stock and has issued 69,063,364 shares of Northrop Grumman common stock, determined using the maximum exchange ratio of 0.5357. Using the minimum exchange ratio of 0.4348 would result in the issuance of approximately 56.05 million Northrop Grumman shares and pro forma basic earnings per share and diluted earnings per share for the six months ended June 30, 2002, of $1.93 and $1.91, respectively and the year ended December 31, 2001, of $3.89 and $3.87, respectively.

(l)

Adjustment to reverse amortization of goodwill recorded by Northrop Grumman for the year ended December 31, 2001 to conform to the company’s adoption of SFAS No. 142: Goodwill and Other Intangible Assets.

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(m)

Adjustment to amortize estimated purchased intangible assets arising out of the TRW acquisition and the sale of TRW’s Aeronautical Systems business over an estimated life of 10 years on a straight line basis. Goodwill arising from the TRW acquisition and the sale of TRW’s Aeronautical Systems business has not been amortized in accordance with the provisions of SFAS No. 142: Goodwill and Other Intangible Assets.

(n)

Adjustments to (i) record TRW’s sale of its Aeronautical Systems business to Goodrich Corporation for a gross purchase price of $1.5 billion in cash, less cash payouts for transaction related costs, (ii) adjust fair value for prepaid pension costs, and (iii) record goodwill and purchase intangibles arising from the sale of the aeronautical systems segment. The proceeds from the sale of TRW’s Aeronautical Systems business have not been applied to a particular use for purposes of the pro forma data, but the pro forma financial statements do reflect interest on investment on this $1.5 billion of cash proceeds at the rate of 1.8 percent for the six months ended June 30, 2002 and the year ended December 31, 2001.

(o)

Adjustments to (i) eliminate the equity of TRW Automotive Inc. from the TRW Automotive Inc. stand alone presentation, (ii) classify TRW Automotive Inc. debt as an element of Northrop Grumman debt, (iii) reflect the assumed $5.0 billion cash proceeds from the sale of TRW’s Automotive business based on the minimum point of the range of fully-distributed enterprise values for TRW’s Automotive business referenced in note (p) of these pro forma financial statements, and (iv) record goodwill and other purchased intangibles arising from the sale of TRW’s Automotive business.

(p)

As a result of the ongoing volatility in the stock market, Northrop Grumman requested that its financial advisor, Salomon Smith Barney, update automotive segment market multiples and recalculate potential, fully-distributed enterprise values for TRW’s Automotive business. This update was performed as of August 7, 2002 and was based upon analysis of EBITDA multiples for eight peer companies in the automotive industry, including ArvinMeritor, Inc., Autoliv, Inc., BorgWarner Inc., Dana Corporation (excluding Dana Credit Corp.), Delphi Corporation, Lear Corporation, Magna International Inc. and Visteon Corporation. This analysis was prepared for the minimum value range based upon 2002 and 2003 estimated EBITDA and EBITDAP.

(q)

Adjustment to amortize estimated purchased intangible assets arising out of the sale of TRW’s Automotive business over an estimated weighted average life of 10 years on a straight line basis. Goodwill arising from the sale of TRW’s Automotive business has not been amortized in accordance with the provisions of SFAS No. 142: Goodwill and Other Intangible Assets.

(r)

Adjustment to record interest on investment arising from the sale of TRW’s Automotive business at the current rate of 1.8 percent for the six months ended June 30, 2002 and the year ended December 31, 2001.

(s)

Adjustment to reclassify TRW Automotive Inc.’s discontinued operations to appropriate operating classifications to conform to TRW’s Consolidated Statement of Operations classifications.

(t)

Calculated by dividing income available to common shareholders by average shares diluted, which is calculated assuming preferred shares are not converted to common shares, resulting in the most dilutive effect.

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(a)

This information was obtained from a Schedule 13F filed by Wellington Management Company, LLP with the SEC on May 15, 2002. The percent of class was calculated based on the percentage of the outstanding shares of Northrop Grumman common stock as of August 9, 2002 (112,967,511) owned by Wellington Management, as reported in this Schedule 13F (12,542,370).

(b)

This information was provided by Unitrin, Inc. in a Schedule 13D/A filed with the SEC on February 14, 2002. According to Unitrin, as of December 31, 2001, Unitrin had sole voting and dispositive power over 1,617,140 shares and shared voting and dispositive power over 7,665,281 shares.

(c)

This information was provided by U.S. Trust Company, N.A. in a Schedule 13G/A filed with the SEC on January 30, 2002. U.S. Trust Company is an Investment Manager (the “Investment Manager”) for the Northrop Grumman Pension Plan and the pension plans for certain divisions of Northrop Grumman (the “Pension Plans”); Northrop Grumman has established a Master Trust with State Street Bank and Trust Company as Trustee (“Trustee”). Under the Master Trust, the Investment Manager has responsibility for the management and control of the Northrop Grumman shares held in the Master Trust as assets of the Pension Plans. The Investment Manager has shared dispositive and voting power over 8,128,931 shares held in the Master Trust between Northrop Grumman Corporation and the Trustee.

(d)

These shares are held for the account of (but not beneficially owned by) the Trustee. The Investment Manager has voting power over these shares, except in the event of a contested election of directors or in connection with a tender offer. In such cases, the shares are voted in accordance with instructions received from eligible participants in the Pension Plans and undirected shares are voted in the same proportion as shares for which instructions are received.

(e)

This information was provided by State Street Bank and Trust Company (“State Street”) in a Schedule 13G filed with the SEC on February 6, 2002. According to State Street, as of December 31, 2001, State Street had sole voting power over 1,948,208 shares, shared voting power over 4,157,591 shares, sole dispositive power over 6,291,218 and shared dispositive power over 4,876 shares. This total includes 4,032,315 shares held for the account of employee participants in the Employee Stock Ownership Plan portion of the Northrop Grumman Savings and Investment Plan for which State Street acts as a trustee.

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(g)

This information was provided by Prudential Financial, Inc. (“Prudential”) in a Schedule 13G filed with the SEC on February 14, 2002. According to Prudential, as of December 31, 2001, Prudential had sole voting and dispositive power over 588,857 shares, shared voting power over 4,893,571 shares and shared dispositive power over 5,100,411 shares.

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(1)

Share equivalents for directors represent non-voting deferred stock units acquired under the 1993 Stock Plan for Non-Employee Directors which are paid out in shares of Common Stock at the conclusion of a director-specified deferral period. The Named Executive Officers hold share equivalents with pass-through voting rights in the Northrop Grumman Savings and Investment Plan.

(2)

Mr. Kresa also serves as Chairman of the Board.

(3)

Dr. Sugar is also a director of Northrop Grumman.

(4)

Mr. Crosby terminated employment with Northrop Grumman on January 11, 2002.

(5)

These shares are held in the Kresa Family Trust of which Mr. Kresa is trustee.

(6)

These shares are held in the Ronald D. Sugar Revocable Trust dated as of October 20, 1995 of which Dr. Sugar is trustee.

(7)

These shares are held in the Waugh Family Trust of which Mr. Waugh and his wife are trustees.

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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 stock 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. As of August 9, 2002, The TRW Employee Stock Ownership and Savings Plan beneficially owned 18,397,668 shares, or approximately 14.3 percent of the outstanding TRW common stock.

(3)

FMR Corp., Edward C. Johnson 3d and Abigail P. Johnson jointly filed Amendment No. 4 to their Statement of Beneficial Ownership on Schedule 13G on April 8, 2002, reporting beneficial ownership of 7,186,623 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) 1,728 shares are beneficially owned by Strategic 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 stock held in The TRW Employee Stock Ownership and Savings Plan, shares of TRW common stock that have been automatically deferred under the deferred compensation plan for non-employee directors and shares of TRW restricted stock awarded to certain TRW executive officers.

(2)

In accordance with the rules of the SEC, this column shows the number of shares of TRW common stock that may be acquired within 60 days of August 9, 2002, upon exercise of TRW stock options.

(3)

This column shows phantom units of TRW common stock 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 TRW common stock outstanding.

(4)

The number of shares of TRW common stock beneficially owned by all directors and executive officers as a group includes shares of TRW common stock owned by Messrs. Cote and Gorman, both of whom are no longer directors or executive officers of TRW. The information reported for Mr. Cote is, to the best knowledge of TRW, based on shares of TRW common stock owned of record by Mr. Cote.

(5)

This figure includes an option for 1,500 shares of TRW common stock, which Mrs. Horn has transferred to her child.

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some of the material differences between the current rights of Northrop Grumman stockholders and TRW shareholders under the Delaware General Corporation Law and Ohio Revised Code; and

•

under the charter and bylaws of Northrop Grumman and the amended articles of incorporation and regulations of TRW, but is not intended to be an exhaustive discussion or comparison of such rights.

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shares of the surviving corporation;

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shares of stock of another listed corporation which are the kind described in clause (a) or (b) above;

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cash in lieu of fractional shares; or

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any combination of the consideration described in the first three bullet points.

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certain specified amendments to the articles of incorporation;

•

the sale, lease, exchange, transfer or other disposition of substantially all the assets; or

•

specified mergers and consolidations.

•

the merger requires adoption of the merger agreement by the shareholders;

•

the dissenting shareholder holds shares of the corporation as of the record date for the shareholder meeting at which the merger agreement is submitted;

•

the dissenting shareholder does not vote his or her shares in favor of the merger agreement; and

•

not more than ten days after the date of the meeting at which the stockholder vote was taken, the dissenting shareholder delivers to the corporation a written demand for payment to him or her of the fair cash value of his or her shares. The demand must state the dissenting shareholder’s address, the number and class of dissenting shares and the amount claimed by the dissenting shareholder as the fair cash value of the shares.

•

if a shareholder disposes of an Ohio company’s stock for a profit of more than $250,000 within 18 months after announcing an intention to make a proposal to acquire control of the company;

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then, the company may recover the profit unless the shareholder proves in court that:

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its sole purpose in making the proposal was to acquire control of the company and it had reasonable grounds to believe it would succeed;

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it did not make the proposal for the purpose of manipulating the market, increasing its profit or decreasing its loss; and

•

the proposal did not have a material adverse effect on the price or trading volume of the shares of the Ohio corporation.

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not later than December 6, 2002, if the proposal is submitted for inclusion in Northrop Grumman’s proxy materials for Northrop Grumman’s 2003 annual meeting of stockholders pursuant to Rule 14a-8 under the Exchange Act; or

•

not earlier than January 16, 2003 and not later than February 15, 2003, if the proposal is submitted pursuant to Northrop Grumman’s bylaws, in which case Northrop Grumman is not required to include the proposal or any advice on the proposal in Northrop Grumman’s proxy materials.

•

not later than November 4, 2002, if the proposal is submitted for inclusion in TRW’s proxy materials for TRW’s 2003 annual meeting of shareholders pursuant to Rule 14a-8 under the Exchange Act; or

•

not later than January 18, 2003, if the proposal is submitted other than pursuant to Rule 14a-8 under the Exchange Act, otherwise TRW management will have discretionary voting authority with respect to such proposal without providing any advice on the nature of the matter in TRW’s proxy statement for TRW’s 2003 annual meeting of shareholders.

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Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed on March 22, 2002;

•

Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, as filed on July 30, 2002;

•

Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, as filed on May 10, 2002;

•

Current Report on Form 8-K, as filed on December 14, 2001 and amended on January 12, 2002 and February 1, 2002;

•

The description of Northrop Grumman’s common stock set forth in Northrop Grumman’s registration statement on Form S-3 filed by Northrop Grumman pursuant to Section 12 of the Exchange Act, including any amendment or report filed for purposes of updating the description as filed on January 18, 2002; and

•

The description of Northrop Grumman’s preferred share purchase rights, contained in the Form 8-A12B filed by Northrop Grumman on March 28, 2001, and any amendment or report filed with the SEC for purposes of updating that description.

•

Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed on March 4, 2002 and amended on April 1, 2002;

•

Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, as filed on May 3, 2002;

•

Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, as filed on August 13, 2002;

•

Current Reports on Form 8-K, as filed on January 31, 2002, February 20, 2002, February 22, 2002, February 27, 2002, March 4, 2002 (2 reports), March 13, 2002 (2 reports), March 25, 2002, April 15, 2002, April 17, 2002, May 17, 2002, July 1, 2002 and the Form 8-K filed by TRW on August     , 2002; and

•

The description of TRW’s common stock set forth in TRW’s registration statement on Form S-3 filed by TRW pursuant to Section 12 of the Exchange Act, including any amendment or report filed for purposes of updating the description, as filed on October 15, 1999.

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*

Previously filed as an exhibit to Northrop Grumman’s Registration Statement on Form S-4 (file no. 333-83672) dated March 4, 2002.

**

Previously filed as an exhibit to Amendment No. 1 to Northrop Grumman’s Registration Statement on Form S-4 (file no. 333-83672) dated March 28, 2002.

***

Previously filed as an exhibit to Amendment No. 2 to Northrop Grumman’s Registration Statement on Form S-4 (file no. 333-83672) dated April 4, 2002.

*†

Previously filed as an exhibit to Amendment No. 3 to Northrop Grumman’s Registration Statement on Form S-4 (file no. 333-83672) dated April 15, 2002.

**†

Previously filed as an exhibit to Amendment No. 4 to Northrop Grumman’s Registration Statement on Form S-4 (file no. 333-83672) dated July 17, 2002.

†

Filed with this joint proxy/prospectus.

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