Deal Valued At $94 Million

Rockwell Collins says it's entered into a definitive agreement with Northrop Grumman to acquire Teldix GmbH, a provider of military aviation electronics products and services, based in Heidelberg, Germany. The deal is subject to customary closing conditions, including regulatory approvals in Germany, and is expected to close by the end of March 2005.

Under the terms of the agreement, Teldix has been valued at approximately $94 million. Consideration for the purchase of the Teldix stock will consist of the assumption of certain liabilities and the payment of approximately $22 million in net cash. Teldix’s revenues were approximately $90 million for its fiscal year ended December 31, 2004. The purchase is expected to be slightly accretive to fiscal year 2005 earnings per share.

"This acquisition, our first in Europe, broadens our European presence and provides complementary product lines that will allow us to enhance our offerings for customers worldwide," said Rockwell Collins Chairman, President and CEO Clay Jones. "We’re confident that Teldix’s position as a respected European defense contractor will also provide new channel-to-market opportunities for our current products and services."

With more than 40 years of engineering and manufacturing experience, Teldix supplies a broad portfolio of complex military aircraft computer products to major prime contractors throughout Europe. Teldix has a leading position in major European programs such as the Eurofighter Typhoon, the multi-role combat fighter Tornado, and the NH90 and Tiger helicopters.

"We look forward to the synergies that will be provided by this acquisition." said Bernard Loth, vice president and general manager, Rockwell Collins International Subsidiaries. "The addition of Teldix’s strong customer relationships and its engineering and manufacturing capability will enhance Rockwell Collins’ business opportunities throughout Europe."

The acquisition of Teldix will increase Rockwell Collins’ European employment by approximately 40 percent.

FMI: www.teldix.de, www.rockwellcollins.com