Northrop Grumman Corporation said the proration calculation for the shares of Newport News
Shipbuilding Inc. common stock not previously purchased in its tender offer that
was completed on Nov. 29, 2001. Northrop Grumman's acquisition
of Newport News was completed through a merger that closed on Jan. 18, 2002.
Northrop Grumman said that 4,015,533 of the 4,419,623 shares for which an election was made in the merger elected to receive Northrop Grumman shares. An additional 404,090 elected to receive cash. Approximately 1,862,539 shares were surrendered in the merger without an election or were not surrendered in the merger.
Each Newport News share electing stock in the merger will receive .7193 Northrop Grumman shares, excluding treatment of fractional shares. Each
Newport News share electing to receive cash in the merger will receive $67.50 in cash. Those stockholders who did not make an election in connection with the merger and those stockholders who did not surrender their shares of Newport News will receive $51.14 in cash and .1743 Northrop Grumman shares, excluding treatment of fractional shares, upon surrender of their share certificates.