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[Logo of Litton Industries]
EXHIBIT 99.(a)(2)(i)
Litton Industries, Inc.
21240 Burbank Boulevard,
Woodland Hills, California 91367-6675
(818) 598-5000
January 5, 2001
Dear Stockholder:
We are very pleased to inform you that Litton Industries, Inc. has entered
into a merger agreement with Northrop Grumman Corporation pursuant to which a
subsidiary of Northrop Grumman has commenced a tender offer to purchase all of
the outstanding shares of Litton's common stock for $80.00 per share in cash.
We believe the transaction is an excellent one for Litton's common
stockholders. Among other things, the $80.00 offer price per share represents
a premium of more than 27% over the last reported sale price of Litton's
common stock prior to the public announcement of the agreement on December 21,
2000, and a premium of more than 74% over the closing price of Litton's common
stock on October 19, 2000, the day before Litton announced it was considering
the sale of its Advanced Electronics Group. In the same tender offer, Northrop
Grumman is also offering to purchase all of the outstanding shares of Litton's
Series B $2 Cumulative Preferred Stock for $35.00 per share in cash.
The tender offer is conditioned, among other things, upon at least
25,562,006 shares of common and preferred stock, representing a majority of
the combined voting power of Litton's capital stock, being tendered and not
withdrawn and also upon the receipt of regulatory approvals. The tender offer
will be followed by a merger, in which each share of Litton common stock not
purchased in the tender offer will be converted into the right to receive in
cash the price paid in the tender offer.
Your Board of Directors has determined that the terms of the Northrop
Grumman offer and the merger are advisable, fair to, and in the best interests
of, Litton's common stockholders, and unanimously recommends that Litton's
common stockholders accept the Northrop Grumman offer and tender their shares
of Litton's common stock pursuant to the offer. Your Board makes no
recommendation to any stockholder as to whether to tender or to refrain from
tendering shares of preferred stock.
In arriving at its recommendation, your Board of Directors considered a
number of factors, as described in the attached Schedule 14D-9, including the
written opinion of Litton's financial advisor, Merrill Lynch & Co., that, as
of the date of the opinion, and based upon and subject to certain
considerations and assumptions, the consideration to be received by the
holders of Litton common stock in the tender offer and the merger is fair from
a financial point of view to Litton's common stockholders other than Northrop
Grumman and its affiliates. A copy of Merrill Lynch's written opinion, which
sets forth the assumptions made, procedures followed, matters considered and
limitations on the review undertaken by Merrill Lynch in rendering its
opinion, is included as Annex A to the attached Schedule 14D-9. You should
read the opinion carefully and in its entirety.
Enclosed are Northrop Grumman's Offer to Purchase, dated January 5, 2001,
the Letters of Transmittal and related documents. These documents set forth
the terms and conditions of the tender offer. The attached Schedule 14D-9
describes in more detail the reasons for your Board's conclusions and contains
other information relating to the tender offer. We urge you to consider this
information carefully.
Sincerely,
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[Signatures of Michael R. Brown and Ronald D. Sugar]
Michael R. Brown Ronald D. Sugar
Chairman of the Board and President and
Chief Executive Officer Chief Operating Officer
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