December 21, 2000

Northrop Grumman to acquire Litton Industries
Northrop Grumman Corporation (NYSE: NOC) and Litton Industries Inc. jointly announced today 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.

Litton, whose units include the Litton Ingalls and Litton Avondale shipyards is a leading supplier of advanced electronics and information systems to the U.S. government and international customers and is the premier designer and builder of non-nuclear surface combatant ships for U.S. and foreign navies. The company reported sales of $5.6 billion and net income of $218 million for the 2000 fiscal year ended July 31. Litton had $8.2 billion in fully funded backlog at the end of its first quarter, October 31, 2000.

Kent Kresa, Northrop Grumman's chairman, president and chief executive
officer said, "We are very pleased with our strategic acquisition of Litton,
which we believe brings tremendous value to the shareholders, employees and customers of both companies. With projected combined pro forma revenues of more than $15 billion in 2001, growing to $18 billion by 2003, this acquisition solidly places Northrop Grumman among the world's top-tier defense companies and strengthens our commitment to systems integration, defense electronics and information technology."

Kresa added that, "Litton gives us a new core competency as a major
prime contractor and systems integrator of surface ships for the U.S. Navy."

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