When is the sale of TRW Automotive expected to be completed, and what is the estimated value?

Northrop Grumman expects to complete the sale of TRW Automotive in the first quarter of 2003. The transaction is valued at an estimated $3.7 billion in cash proceeds, $600 million in a seller's note, and an initial $362 million equity interest.

Are these pro forma statements the actual financial results of the combined company?

No, these are unaudited pro forma condensed combined financial statements. They are presented for illustrative purposes only and are derived from historical financial statements, adjusted to give effect to the major acquisitions and divestitures. They do not represent what the actual consolidated results would have been.

What is the status of the valuation of the acquired TRW assets and liabilities?

The valuation of TRW's acquired assets and liabilities, as well as the allocation of the purchase price, is still preliminary. Northrop Grumman is conducting valuation studies, and the final determinations may result in material adjustments reflected in future filings.

NOC 8-K SEC Disclosure — Jan 22, 2003

Q: What are the main transactions being reflected in these pro forma financial statements?

These pro forma financial statements reflect the merger of Northrop Grumman with TRW Inc., the prior acquisitions of Litton Industries and Newport News Shipbuilding, the sale of TRW's Aeronautical Systems business to Goodrich Corporation, and the planned divestiture of TRW Automotive.

Summary

This 8-K/A filing from Northrop Grumman Corporation (NOC) provides amended pro forma financial information related to its significant acquisitions and divestitures. The primary focus is on the combination with TRW Inc., following the merger on December 11, 2002, and the planned divestiture of TRW Automotive. Pro forma statements are presented to illustrate the financial impact of these transactions, including the earlier acquisitions of Litton Industries and Newport News Shipbuilding. The company is providing these pro forma statements to give investors a clearer picture of the combined entity's potential financial standing. It's important to note that these statements are unaudited, use the purchase method of accounting, and are based on historical data adjusted for these "pro forma transactions." The filing also highlights that the valuation of TRW's acquired assets and liabilities is still preliminary, and final adjustments may be material. Investors should pay close attention to the expected divestiture of TRW Automotive in Q1 2003 and the potential impact of the purchase price allocation and valuation studies.

Key Highlights

1Northrop Grumman has completed the merger with TRW Inc., with TRW now operating as a wholly-owned subsidiary.
2The company plans to divest TRW's automotive business (TRW Automotive) in the first quarter of 2003, with an estimated transaction value of $4.662 billion (cash, stock, and seller's note).
3Pro forma financial statements are presented to reflect the combined entity post-acquisition of TRW, Litton, and Newport News, and the sale of TRW's Aeronautical Systems business.
4The pro forma statements assume transactions occurred as of January 1, 2001, for income statements and September 30, 2002, for balance sheets.
5Valuation of TRW's acquired assets and liabilities is preliminary, and final purchase price allocations may result in material adjustments.
6The financial information is illustrative and does not represent actual historical results of the combined entity.
7The adoption of SFAS No. 142 regarding goodwill and intangible assets is reflected in the pro forma statements, with goodwill not being amortized.

NORTHROP GRUMMAN CORP /DE/ 8-K/A Report (Jan 22, 2003)

Summary

Key Highlights

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