Northrop Grumman to Acquire Litton Industries for $80 Per Share Cash

Northrop Grumman Corp. and Litton Industries have jointly announced that they have signed a definitive agreement under which Northrop Grumman will acquire for cash all of the outstanding shares of Litton for $80 per common share and $35 per Series B Preferred share. The transaction is valued at approximately $5.1 billion, which includes the assumption of Litton's $1.3 billion in net debt. Northrop Grumman's and Litton's boards of directors have unanimously approved the transaction.

Following the close of the transaction, it is Northrop Grumman's intention to raise additional capital through a stock offering. The company said that it expects the transaction, including the effect of the issuance of additional stock, to be approximately 7 to 10 percent accretive to economic earnings(earnings excluding pension income and amortization) and neutral to GAAP earnings per share in 2001. Northrop Grumman said it expects the acquisition to be double-digit accretive to both economic and GAAP earnings per share in 2002 and beyond. The company expects to realize at least $250 million in cost savings over the next few years, including $100 million in cost savings in the first year following the completion of the transaction.

During and after the initial transition period, Litton will be operated as a wholly owned subsidiary of Northrop Grumman. Dr. Ronald D. Sugar, currently Litton's president and COO, will become a Northrop Grumman corporate vice president,and president and CEO of the new Litton subsidiary.

"I am pleased that we were able to work with Northrop Grumman to create this combination, which brings together two premier advanced technology companies and generates a broad range of opportunities going forward," said Michael R. Brown, Litton's chairman and CEO. "The combination creates outstanding value for Litton and Northrop Grumman shareholders, customers and employees."

Dr. Sugar will also be nominated to Northrop Grumman Corporation's board of directors following the close of the transaction. Mr. Brown plans to retire.