BAE SYSTEMS to Purchase Boeing Commercial Electronics.

ROCKVILLE, Md. -- BAE Systems North America today announced it has reached a definitive agreement to acquire Boeing's Commercial Electronics unit, a developer and producer of avionics products and systems for commercial aircraft. The acquisition of the Commercial Electronics unit, which employs about 800 people at facilities in Irving, Texas, and Everett, Wash., will increase BAE Systems' already significant presence in commercial aircraft subsystems.

Conclusion of the transaction is expected during the third quarter, pending regulatory reviews.

The Commercial Electronics business, which had 2003 sales of about $170 million and net assets of about $15 million, will become part of BAE Systems' Platform Solutions Sector, which provides a broad range of capabilities and products for commercial and military aircraft.

"Boeing Commercial Electronics is a widely respected and highly capable organization, and we are delighted that it will become part of BAE Systems," said James Scanlon, Platform Solutions Sector president. "Commercial Electronics' strengths are highly complementary with our existing commercial business, and this acquisition will greatly enhance our partnership with Boeing Commercial Airplanes."

The acquisition is consistent with BAE Systems' strategy of acquiring profitable, growing businesses with strong, differentiated technology that will enable BAE Systems North America to bolster its capabilities and provide integrated solutions for major customers. The Boeing unit will build on BAE Systems' leadership in aircraft flight and engine control systems, adding capabilities in flight-deck systems, aircraft systems control and monitoring, and data and electrical distribution.

In addition to the Irving and Everett operations, the Commercial Electronics business also operates equipment service centers in London and Singapore.

Further, BAE Systems sees significant opportunity to expand the business base of the commercial unit -- historically an internal supplier to Boeing -- by offering its capabilities to other customers.

"This acquisition is strategically an excellent fit," Scanlon said. "We have a long history of subsystems integration expertise in commercial flight and engine control systems, and this transaction expands our portfolio to include systems that span a broader set of capabilities on more Boeing aircraft. It's a natural progression." Platform Solutions supplies electronic engine controls for all GE and CFM International commercial jet engines and provides a variety of other commercial aircraft subsystems, including the Boeing 777 fly-by-wire primary flight control system, thrust management systems for Boeing 757 and 767 models, and flight control computers for Airbus aircraft. It also directly serves some 280 airline customers around the world.

About BAE SYSTEMS

BAE Systems is an international company engaged in the development, delivery, and support of advanced defense and aerospace systems in the air, on land, at sea, and in space. The company designs, manufactures, and supports military aircraft, surface ships, submarines, radar, avionics, communications, electronics, and guided weapon systems. It is a pioneer in technology with a heritage stretching back hundreds of years and is at the forefront of innovation, working to develop the next generation of intelligent defense systems.

BAE Systems has major operations across five continents and customers in some 130 countries. The company employs more than 90,000 people and generates annual sales of approximately $22 billion through its wholly owned and joint-venture operations.

BAE Systems North America is a high-technology U.S. company employing more than 25,000 people who live and work in some 30 states, the District of Columbia, and the United Kingdom. The company is dedicated to solving its customers' needs with highly innovative and leading edge solutions across the defense electronics, systems, information technology, and services arenas.

BAE Systems Platform Solutions serves the aerospace and defense community with capabilities and products that improve operational safety and enhance mission effectiveness. Platform Solutions supports a wide range of military and commercial platforms, including fixed-wing and rotary-wing aircraft, ground vehicles, and unmanned vehicles with capabilities in vehicle management, human-machine interface, precision navigation, all-weather operation, power management, and mission information management. A unit of BAE Systems North America and based in Johnson City, New York, Platform Solutions employs more than 6,000 people at facilities in the United States and United Kingdom.