<PAGE>   1

    As filed with the Securities and Exchange Commission on December 8, 1999
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                   FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(MARK ONE)

     [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1999

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 1-3998

                            LITTON INDUSTRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                  DELAWARE                                      95-1775499
       (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

          21240 BURBANK BOULEVARD,                              91367-6675
         WOODLAND HILLS, CALIFORNIA                             (ZIP CODE)
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>

       Registrant's telephone number, including area code: (818) 598-5000

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [ ]

     On November 30, 1999 there were 45,530,168 shares of Common Stock
outstanding.

                                  Page 1 of 15

                       Exhibit Index appears on Page 14.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

                                     INDEX

                              REPORT ON FORM 10-Q

                       FOR QUARTER ENDED OCTOBER 31, 1999

<TABLE>
<CAPTION>
                                                                          PAGE
                                                                         NUMBER
                                                                         ------
<S>        <C>                                                           <C>
PART I. FINANCIAL INFORMATION
Item 1.    Financial Statements

           Consolidated Statements of Operations
             Three months ended October 31, 1999 and 1998..............     3

           Consolidated Balance Sheets
             October 31, 1999 and July 31, 1999........................     4

           Consolidated Statements of Cash Flows
             Three months ended October 31, 1999 and 1998..............     5

           Notes to Consolidated Financial Statements..................     6

  Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations.............    10

  Item 3.  Quantitative and Qualitative Disclosures About Market
             Risk......................................................    12

PART II. OTHER INFORMATION

  Item 1.  Legal Proceedings...........................................    13

  Item 6.  Exhibits and Reports on Form 8-K............................    14

Signature..............................................................    15
</TABLE>

                                        2
<PAGE>   3

                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                (THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                    OCTOBER 31,
                                                              ------------------------
                                                                 1999          1998
                                                              ----------    ----------
<S>                                                           <C>           <C>
Sales and Service Revenues..................................  $1,370,790    $1,207,538
                                                              ----------    ----------
Costs and Expenses
  Cost of sales.............................................   1,082,237       945,209
  Selling, general and administrative.......................     126,599       127,526
  Depreciation and amortization.............................      46,996        39,838
  Interest -- net...........................................      25,531        16,250
                                                              ----------    ----------
          Total.............................................   1,281,363     1,128,823
                                                              ----------    ----------
Earnings before Taxes on Income and Cumulative Effect of a
  Change in Accounting Principle............................      89,427        78,715
Taxes on Income.............................................     (36,665)      (31,486)
                                                              ----------    ----------
Earnings before Cumulative Effect of a Change in Accounting
  Principle.................................................      52,762        47,229
Cumulative Effect of a Change in Accounting Principle, net
  of tax....................................................      (2,777)           --
                                                              ----------    ----------
Net Earnings................................................  $   49,985    $   47,229
                                                              ==========    ==========
</TABLE>

<TABLE>
<S>                                                           <C>           <C>
Earnings per Share:
  Basic:  Earnings before Cumulative Effect of a Change in
            Accounting Principle............................      $ 1.15         $1.03
            Cumulative Effect of a Change in Accounting
               Principle....................................      $(0.06)           --
            Net Earnings....................................      $ 1.09         $1.03
  Diluted:  Earnings before Cumulative Effect of a Change in
              Accounting Principle..........................      $ 1.13         $1.01
            Cumulative Effect of a Change in Accounting
               Principle....................................      $(0.06)           --
            Net Earnings....................................      $ 1.07         $1.01
</TABLE>

          See accompanying notes to consolidated financial statements.
                                        3
<PAGE>   4

                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

                          CONSOLIDATED BALANCE SHEETS
                             (THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                              OCTOBER 31,    JULY 31,
                                                                 1999          1999
                                                              -----------   ----------
<S>                                                           <C>           <C>
ASSETS
Current Assets
  Cash and marketable securities............................  $   68,452    $   30,693
  Accounts receivable, net..................................     871,043       859,074
  Inventories less progress payments........................     762,674       637,635
  Deferred tax assets.......................................     434,687       436,512
  Prepaid expenses..........................................      33,664        28,900
                                                              ----------    ----------
          Total Current Assets..............................   2,170,520     1,992,814
                                                              ----------    ----------
Property, Plant and Equipment -- at cost....................   1,771,889     1,564,848
  Less accumulated depreciation.............................    (958,855)     (939,566)
                                                              ----------    ----------
Property, Plant and Equipment, Net..........................     813,034       625,282
                                                              ----------    ----------
Goodwill and Other Intangibles, Net.........................   1,412,635     1,062,499
                                                              ----------    ----------
Other Assets and Long-term Investments......................     540,559       519,277
                                                              ----------    ----------
          Total Assets......................................  $4,936,748    $4,199,872
                                                              ==========    ==========

LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
  Accounts payable..........................................  $  325,798    $  317,651
  Accrued expenses..........................................     548,377       555,626
  Payrolls and related expenses.............................     252,374       207,622
  Taxes on income...........................................      68,015        64,207
  Short-term debt...........................................     367,125       162,751
  Contract liabilities and customer deposits................     362,536       392,320
                                                              ----------    ----------
          Total Current Liabilities.........................   1,924,225     1,700,177
                                                              ----------    ----------
Long-term Obligations.......................................   1,300,351       859,315
                                                              ----------    ----------
Postretirement Benefit Obligations Other than Pensions......     220,705       205,856
                                                              ----------    ----------
Deferred Tax and Other Long-term Liabilities................     140,054       134,278
                                                              ----------    ----------
Shareholders' Investment
  Capital stock
     Voting preferred stock -- Series B.....................       2,053         2,053
     Common stock...........................................      45,553        45,560
  Additional paid-in capital................................     345,342       345,005
  Retained earnings.........................................   1,004,475       955,538
  Accumulated other comprehensive loss-
     Cumulative currency translation adjustment.............     (46,010)      (47,910)
                                                              ----------    ----------
          Total Shareholders' Investment....................   1,351,413     1,300,246
                                                              ----------    ----------
          Total Liabilities and Shareholders' Investment....  $4,936,748    $4,199,872
                                                              ==========    ==========
</TABLE>

          See accompanying notes to consolidated financial statements.
                                        4
<PAGE>   5

                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                   OCTOBER 31,
                                                              ---------------------
                                                                1999         1998
                                                              ---------    --------
<S>                                                           <C>          <C>
Cash and cash equivalents at beginning of period............  $  30,693    $ 16,175
                                                              ---------    --------
Operating Activities
  Net earnings..............................................     49,985      47,229
  Adjustments to reconcile net earnings to net cash provided
     by operating activities
     Cumulative effect of a change in accounting
      principle.............................................      2,777          --
     Depreciation and amortization..........................     46,996      39,838
     Changes in assets and liabilities, net of effects of
      acquisitions/divestitures
       Accounts receivable..................................      8,056     (57,424)
       Inventories..........................................    (17,189)    (15,145)
       Prepaid expenses.....................................        339         166
       Accounts payable.....................................    (46,417)    (43,599)
       Accrued expenses.....................................    (23,954)    (12,859)
       Payrolls and related expenses........................     18,913      17,291
       Deferred and current taxes on income.................     21,045      16,729
       Contract liabilities and customer deposits...........    (29,784)      5,399
     Other operating activities.............................    (23,800)    (11,262)
                                                              ---------    --------
Cash provided by (used for) operating activities............      6,967     (13,637)
                                                              ---------    --------
Investing Activities
  Purchase of businesses, net of cash acquired..............   (536,121)         --
  Purchase of capital assets................................    (27,547)    (20,839)
  Proceeds from sale of businesses..........................         --      43,522
  Other investing activities................................        297       1,962
                                                              ---------    --------
Cash (used for) provided by investing activities............   (563,371)     24,645
                                                              ---------    --------
Financing Activities
  Proceeds from issuance of senior notes due 2009...........    397,127          --
  Change in short-term debt, net............................    200,283      33,852
  Purchase of Common stock..................................     (1,000)    (20,975)
  Other financing activities................................     (2,247)        342
                                                              ---------    --------
Cash provided by financing activities.......................    594,163      13,219
                                                              ---------    --------
Resulting in increase in cash and cash equivalents..........     37,759      24,227
                                                              ---------    --------
Cash and cash equivalents at end of period..................  $  68,452    $ 40,402
                                                              =========    ========
Supplemental disclosure of cash flow information
  Interest paid.............................................  $  37,921    $ 29,319
  Income taxes paid, net....................................  $  11,444    $ 14,051
Reconciliation to Consolidated Balance Sheets:
  Cash and cash equivalents.................................  $  68,452    $ 40,402
  Marketable securities.....................................         --      15,750
                                                              ---------    --------
          Total cash and marketable securities..............  $  68,452    $ 56,152
                                                              =========    ========
</TABLE>

          See accompanying notes to consolidated financial statements.
                                        5
<PAGE>   6

                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      THREE MONTHS ENDED OCTOBER 31, 1999

 1. The amounts included in this report are unaudited; however, in the opinion
    of management, all adjustments necessary for a fair statement of results for
    the stated periods have been included. These adjustments are of a normal
    recurring nature. Certain information and footnote disclosures normally
    included in annual financial statements prepared in accordance with
    generally accepted accounting principles have been condensed or omitted.
    Certain reclassifications of prior period information were made for
    comparative purposes. These interim consolidated financial statements should
    be read in conjunction with the financial statements and notes thereto
    included in the Company's Annual Report to Shareholders for the fiscal year
    ended July 31, 1999. The results of operations for the three months ended
    October 31, 1999 are not necessarily indicative of operating results for the
    entire year.

 2. The components of inventory balances are summarized below:

<TABLE>
<CAPTION>
                                                             OCTOBER 31, 1999   JULY 31, 1999
                                                             ----------------   -------------
                                                                  (THOUSANDS OF DOLLARS)
<S>                                                          <C>                <C>
Raw materials and work in progress.........................     $1,498,724       $1,037,155
Finished goods.............................................         56,271           32,438
                                                                ----------       ----------
                                                                 1,554,995        1,069,593
Less progress payments.....................................       (792,321)        (431,958)
                                                                ----------       ----------
Net inventories............................................     $  762,674       $  637,635
                                                                ==========       ==========
</TABLE>

     The increases at October 31, 1999 reflect the acquisition of Avondale
     Industries, Inc. ("Avondale") discussed in Note 7.

 3. Interest (expense) income is shown below:

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                   OCTOBER 31,
                                                              ----------------------
                                                                1999          1998
                                                              --------      --------
                                                              (THOUSANDS OF DOLLARS)
<S>                                                           <C>           <C>
Interest expense............................................  $(26,827)     $(18,041)
Interest income.............................................     1,296         1,791
                                                              --------      --------
Net interest expense........................................  $(25,531)     $(16,250)
                                                              ========      ========
</TABLE>

 4. Basic earnings per share ("EPS") is calculated based on the weighted average
    number of shares outstanding and diluted EPS includes the effects of
    dilutive potential common shares.

                                        6
<PAGE>   7
                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      THREE MONTHS ENDED OCTOBER 31, 1999

    The following table sets forth the computation of basic and diluted earnings
    per share:

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED
                                                                       OCTOBER 31,
                                                              -----------------------------
                                                                  1999            1998
                                                              -------------   -------------
                                                              (THOUSANDS OF DOLLARS, EXCEPT
                                                                   PER SHARE AMOUNTS)
<S>                                                           <C>             <C>
Earnings before Cumulative Effect of a Change in Accounting
  Principle.................................................   $    52,762     $    47,229
Preferred stock dividends...................................          (205)           (205)
                                                               -----------     -----------
Net earnings before Cumulative Effect of a Change in
  Accounting Principle available to common shareholders.....        52,557          47,024
Cumulative Effect of a Change in Accounting Principle.......        (2,777)             --
                                                               -----------     -----------
Net earnings available to common shareholders...............   $    49,780     $    47,024
                                                               ===========     ===========
Weighted average common shares outstanding used for basic
  earnings per share........................................    45,577,845      45,545,459
Dilutive effect of stock options............................       764,752         934,868
                                                               -----------     -----------
Number of shares used for diluted earnings per share........    46,342,597      46,480,327
                                                               ===========     ===========
</TABLE>

<TABLE>
<S>                                                           <C>           <C>
Earnings per share
Basic:
  Earnings before Cumulative Effect of a Change in
     Accounting Principle...................................       $ 1.15         $1.03
  Cumulative Effect of a Change in Accounting Principle.....       $(0.06)           --
  Net earnings per share....................................       $ 1.09         $1.03
Diluted:
  Earnings before Cumulative Effect of a Change in
     Accounting Principle...................................       $ 1.13         $1.01
  Cumulative Effect of a Change in Accounting Principle.....       $(0.06)           --
  Net earnings per share....................................       $ 1.07         $1.01
</TABLE>

 5. The Company reports comprehensive income and its components in accordance
    with Statement of Financial Accounting Standards No. 130, "Reporting
    Comprehensive Income." Comprehensive income includes "all changes in equity
    during a period except those resulting from investments by owners and
    distributions to owners."

    Comprehensive income and its components are summarized below:

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                   OCTOBER 31,
                                                              ----------------------
                                                                1999         1998
                                                              ---------    ---------
                                                              (THOUSANDS OF DOLLARS)
<S>                                                           <C>          <C>
Net earnings................................................   $49,985      $47,229
Currency translation adjustments............................     1,900        6,425
                                                               -------      -------
Total comprehensive income..................................   $51,885      $53,654
                                                               =======      =======
</TABLE>

 6. The Company's operations are reported in four segments: Advanced
    Electronics, Information Systems, Ship Systems, and Electronic Components
    and Materials.

    The Advanced Electronics segment designs, develops and manufactures inertial
    navigation, guidance and control, IFF (identification friend or foe) and
    marine electronic systems. This segment also provides command, control and
    communications and electronic warfare systems and integrates avionics
    systems and shipboard information and communication systems.

                                        7
<PAGE>   8
                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      THREE MONTHS ENDED OCTOBER 31, 1999

     The Information Systems segment designs, develops, integrates and supports
     computer-based information systems and provides information technology and
     services. This segment is also engaged in the reengineering of business
     processes.

     The Ship Systems segment is engaged in the building of large multimission
     surface combatant ships and is a provider of overhaul, repair,
     modernization, ship design and engineering services. The results for the
     three months ended October 31, 1999 include the Avondale acquisition
     (discussed in Note 7) which also is the primary reason for the increase in
     assets for this segment to $1.04 billion at October 31, 1999 from $361
     million at July 31, 1999.

     The U.S. Government is a significant customer of the Advanced Electronics,
     Information Systems and Ship Systems segments.

     The Electronic Components and Materials segment is an international
     supplier of laser crystals, connectors, multilayer circuit boards, solder
     materials and other electronic components used primarily in the
     telecommunication, industrial and computer markets.

     Corporate amounts include primarily general corporate expenses.

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                   OCTOBER 31,
                                                              ----------------------
                                                                1999         1998
                                                              ---------    ---------
                                                              (MILLIONS OF DOLLARS)
<S>                                                           <C>          <C>
Sales and Service Revenues from Unaffiliated Customers
Advanced Electronics........................................    $  337       $  399
  Information Systems.......................................       402          391
  Ship Systems..............................................       472          268
  Electronic Components and Materials.......................       160          150
                                                                ------       ------
Total Sales and Service Revenues............................    $1,371       $1,208
                                                                ======       ======
Intersegment Sales and Service Revenues
  Advanced Electronics......................................    $    5       $    5
  Information Systems.......................................         3            6
  Electronic Components and Materials.......................         2            2
                                                                ------       ------
Total Intersegment Sales and Service Revenues...............    $   10       $   13
                                                                ======       ======
Operating Profit (Loss)
  Advanced Electronics......................................    $   28       $   29
  Information Systems.......................................        21           21
  Ship Systems..............................................        59           35
  Electronic Components and Materials.......................        24           26
  Intersegment Eliminations.................................        --           (1)
                                                                ------       ------
  Operating Profit..........................................       132          110
  Interest and Corporate Amounts............................       (43)         (31)
                                                                ------       ------
Earnings before Taxes on Income and Cumulative Effect of a
  Change in Accounting Principle............................    $   89       $   79
                                                                ======       ======
</TABLE>

 7. On August 2, 1999, the Company completed the acquisition of Avondale for
    $39.50 per share in cash. The total purchase price was approximately $590
    million and the acquisition has been accounted for under the purchase method
    of accounting. Avondale, with revenues of approximately $750 million in its
    fiscal year ended December 31, 1998, is engaged in the design, construction,
    repair and overhaul of

                                        8
<PAGE>   9
                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      THREE MONTHS ENDED OCTOBER 31, 1999

    various types of ocean-going vessels, primarily for the U.S. Navy. The
    results herein reflect a preliminary allocation of the purchase price and
    the estimates of fair values will be refined during fiscal year 2000 and
    changes, if any, will be reflected in the consolidated financial statements.
    The preliminary goodwill amount of approximately $360 million is being
    amortized over twenty-five years.

 8. In July of fiscal year 1999, the Company recorded special charges totaling
    $74.6 million pre-tax and $44.8 million after-tax in connection with a plan
    to exit the mainframe and professional services business at the Litton
    Enterprise Solutions, Inc. ("LES") subsidiary and to consolidate certain
    manufacturing facilities at its Data Systems and Applied Technology (now a
    part of the Advanced Systems division) divisions to reduce excess capacity.
    The portion representing non-cash asset write-downs totaled $19.8 million
    for goodwill impairment and abandonment of software and facilities
    improvements. The components and balances of the remainder of the special
    charges accrual at July 31, 1999 and October 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                JULY 31, 1999    CASH PAID    OCTOBER 31, 1999
                                                -------------    ---------    ----------------
<S>                                             <C>              <C>          <C>
Software and hardware lease termination
  costs.......................................      $41.3          $ --            $41.3
Severance and termination costs...............       10.2           1.9              8.3
Other closure and exit costs..................        3.3            --              3.3
                                                    -----          ----            -----
                                                    $54.8          $1.9            $52.9
                                                    =====          ====            =====
</TABLE>

     The $1.9 million in severance and termination payments made in the first
     quarter of fiscal year 2000 resulted from the termination of 192 employees
     out of a total of approximately 800 to be terminated in accordance with the
     aforementioned plan. Substantially all of the employees at LES will be
     impacted while the consolidation of manufacturing facilities at the Data
     Systems and Applied Technology divisions will affect manufacturing,
     engineering and administrative personnel.

 9. Effective August 1, 1999, the Company adopted Statement of Position 97-3
    ("SOP 97-3"), "Accounting by Insurance and Other Enterprises for Insurance
    Related Assessments", which required a change in the accounting for
    assessments by the workers' compensation second-injury fund administered by
    the Department of Labor. The resulting cumulative effect of a change in
    accounting principle was a charge of $2.8 million, net of tax or $.06 per
    share.

                                        9
<PAGE>   10

                   PART I.  FINANCIAL INFORMATION (CONTINUED)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The Company reported revenues and segment operating profit of $1.37 billion
and $131.7 million for the first quarter ended October 31, 1999 compared with
$1.21 billion and $110.0 million, respectively, for the first quarter of fiscal
year 1999. Net earnings and diluted earnings per share, after the cumulative
effect of a change in accounting principle, were $50.0 million and $1.07,
respectively, for the first quarter of the current fiscal year. The comparative
amounts for the first quarter of the prior year were $47.2 million and $1.01,
respectively. The cumulative effect of a change in accounting principle resulted
from the adoption of SOP 97-3 discussed in Note 9 of Notes to Consolidated
Financial Statements.

     The Advanced Electronics segment reported revenues and operating profit of
$341.6 million and $28.4 million compared with $403.2 million and $29.4 million,
respectively, for the first quarter of fiscal year 1999. The decrease in
revenues reflected lower sales of older generation inertial navigation units,
the sale of a division in October 1998, and the consolidation of manufacturing
facilities at the Company's Applied Technology division, which manufactures
defense electronic systems. In connection with the aforementioned facilities
consolidation process, the Company recorded a special charge totaling $4.1
million in the fourth quarter of fiscal year 1999. The charge included $2.3
million for severance and related benefits in connection with the termination of
approximately 170 employees and $1.8 million to vacate a facility and for the
write-off of software with no future use. During the first quarter of fiscal
year 2000, 25 employees were terminated and although the Company has begun the
process of consolidation, it expects the activities to accelerate during the
remainder of fiscal year 2000 and be completed by fiscal year-end. Backlog for
the Advanced Electronics segment amounted to $1.36 billion at October 31, 1999
compared with $1.31 billion at July 31, 1999.

     Revenues and operating profit for the Information Systems segment were
$404.9 million and $20.5 million for the current quarter compared with $396.8
million and $20.5 million, respectively, for the prior year's first quarter.
Increased revenues from the Company's PRC, Inc. ("PRC") and TASC, Inc. ("TASC")
subsidiaries offset the reduction in revenue and expenses resulting from the
prior year's plan to exit the commercial mainframe outsourcing business. The
Company recorded special charges in the fourth quarter of fiscal year 1999
totaling $65.2 million in connection with the exit plan, which included $41.3
million in software and hardware lease termination costs, $4.0 million for
employee severance and termination benefits, $16.9 million for the write-off of
software, building improvements and goodwill and $3.0 million of other exit
costs. Although the Company is proceeding with such plan and has terminated 67
out of a total 360 employees during the first quarter of fiscal year 2000, the
Company is also in discussions regarding a possible sale of the business. In the
fourth quarter of fiscal 1999, the Company also recorded a special charge
totaling $5.3 million in connection with consolidating manufacturing facilities
used in the command and control businesses at its Data Systems division. This
charge included $3.9 million for severance and termination benefits for
approximately 270 employees and $1.4 million for vacating facilities and other
costs. During the first quarter of fiscal year 2000, 100 employees were
terminated and the Company has made significant progress in this consolidation
effort which it expects to conclude by fiscal year-end 2000. Firm backlog at
October 31, 1999 for this segment increased to $1.03 billion from $976.1 million
at July 31, 1999. Additionally, PRC and TASC had unfunded backlog with potential
contract values of $2.1 billion at October 31, 1999 compared with $2.2 billion
at July 31, 1999.

     The Ship Systems segment reported revenues and operating profit of $472.4
million and $58.6 million for the first quarter of fiscal year 2000 compared
with $268.2 million and $35.0 million for the first three months of fiscal year
1999. These increases were primarily due to the acquisition of Avondale in
August 1999 as described in Note 7 of Notes to Consolidated Financial
Statements. Current construction activities at Avondale include one amphibious
transport ship under the U.S. Navy's LPD program, five Sealift support ships
also for the U.S. Navy and two double-hulled crude oil carriers for a commercial
customer. Additionally, a higher level of construction activities on long-term
contracts at the Company's Ingalls Shipbuilding, Inc. subsidiary ("Ingalls"),
partially offset by the completion and delivery of an Aegis destroyer in the
second quarter of fiscal year 1999, also contributed to the improved results for
this segment. Current construction activities for Ingalls include six Aegis
destroyers and one LHD class amphibious assault ship for the U.S.

                                       10
<PAGE>   11
                   PART I.  FINANCIAL INFORMATION (CONTINUED)

Navy. With the addition of Avondale, backlog for this segment increased to $5.41
billion at October 31, 1999 from $4.09 billion at July 31, 1999.

     Sales and operating profit for the Electronic Components and Materials
segment were $161.5 million and $24.4 million for the first quarter of fiscal
year 2000 compared with $152.2 million and $25.8 million for the first quarter
of the prior fiscal year. Revenues increased despite a slow-down in demand from
the segment's principal markets. Operating profit and margins were impacted by
start up costs at a new manufacturing facility and costs associated with meeting
more stringent specifications for semiconductor materials as well as a different
sales mix attributable to slower sales of laser crystals. During the current
quarter, the Company completed the acquisition of TEC Electrical Components
Group Ltd. ("TEC"). TEC, with annual revenues of approximately $8.6 million, is
a UK based manufacturer and supplier of electrical connectors to the military,
aerospace and commercial industries.

     Net interest expense was $25.5 million for the three months ended October
31, 1999 compared with $16.3 million for the corresponding period of the prior
fiscal year. The increase in interest expense resulted from the debt incurred in
connection with financing the acquisition of Avondale in August 1999, for which
the Company issued $400 million principal amount of 8.00% Senior Notes due 2009
and sold commercial paper. Cash flow from operations generated $7 million
(compared to a use of $14 million for last year's first quarter) which provided
a portion of the funds for capital expenditures and the repurchase of 20,000
shares of Common stock. Management believes that cash flow from operations,
along with borrowing capacity, will be sufficient to meet anticipated needs for
the foreseeable future. At October 31, 1999, the Company had unused credit
commitments of $400 million under an existing revolving credit agreement with
various banks available for its general use and replacement of existing debt.
The Company also has two additional short-term credit agreements, totaling $800
million, which serve as back-up facilities for its commercial paper program.

EURO CONVERSION

     A majority of the European Union member countries adopted the "Euro" on
January 1, 1999. The existing national currencies of the participating countries
will continue to be acceptable until January 1, 2002 after which the Euro will
be the sole legal tender for the participating countries. The Company is in the
process of modifying and replacing its financial and accounting systems to
incorporate the Euro and continues to implement the necessary actions to reflect
the economic and operational impact of the Euro. The Company does not expect the
Euro to have a material effect on its consolidated financial statements.

YEAR 2000 READINESS DISCLOSURES

     The Company is substantially complete with its program to address the
potential impact of the Year 2000 on its business systems, facilities, and
products which may include embedded software. This program includes an
assessment and inventory of potential Year 2000 issues and detailed
implementation plans for the required modifications. The process and progress
have been monitored on a regular basis by a special corporate task group of
management, internal audit, and legal personnel, and reported to management and
the Audit and Compliance Committee of the Board of Directors.

     The implementation of required changes, developed after the assessment and
inventory phases, has been completed. The Company has also been in contact with
major suppliers and customers and has received written confirmation regarding
their Year 2000 readiness and has tested certain situations. Based on the
foregoing, the Company does not anticipate significant third party Year 2000
issues; however, there can be no assurance that non-compliance by a supplier or
other third parties will not occur. The Company has developed contingency plans
both in relation to internal systems, facilities, and products and third parties
to mitigate the impact of potential non-compliance.

     Although the Company cannot accurately predict the extent of operational
and financial impact resulting from any non-compliance, including that by a
third party, the Company does not believe there are any material risks related
to Year 2000 issues based on progress and results achieved to date.

                                       11
<PAGE>   12
                   PART I.  FINANCIAL INFORMATION (CONTINUED)

     Incremental costs to address and achieve Year 2000 compliance are expensed
as incurred and have totaled approximately $25 million through October 31, 1999
of which $2 million was expended during the first three months of fiscal year
2000. Total incremental costs will approximate $26 million.

SAFE HARBOR CAUTIONARY STATEMENT

     This document contains forward-looking statements made in reliance upon the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements reflect management's current assumptions and
estimates of future performance and economic conditions, and are subject to
risks and uncertainties that could cause actual results to differ materially.
For a discussion identifying important factors that could cause actual results
to vary materially from those anticipated in the forward-looking statements, see
the Company's 1999 Annual Report on Form 10-K, and other documents, filed with
the Securities and Exchange Commission.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     As previously discussed, the Company issued $400 million principal amount
of 8.0% Senior Notes due 2009 ("Senior Notes") as well as sold commercial paper
to finance the acquisition of Avondale. The estimated fair value of the fixed
rate Senior Notes at October 31, 1999 was $401.9 million, and if there was a 10%
decrease in the interest rate, the estimated fair value would have been $424.3
million. With respect to the short-term commercial paper borrowings, a
hypothetical 10% increase to the interest rate would not have had a material
impact on the Company's consolidated financial statements.

     For further disclosures about the Company's exposure to market risks, see
Part II, Item 7, "Management's Discussion and Analysis of Financial Condition
and Results of Operations," of the Company's Annual Report on Form 10-K for the
fiscal year ended July 31, 1999.

                                       12
<PAGE>   13

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Litton brought suit against Honeywell, Inc. for patent infringement
relating to the manufacture of ring laser gyro navigation systems used in
commercial aircraft. In August 1993, the jury rendered a verdict in favor of
Litton that the District Court rejected in January 1995. In July 1996, the
Federal Circuit Court of Appeals reversed the District Court's decision,
reinstated parts of the jury's verdict related to liability in favor of Litton
and ordered a new trial on the amount of damages. In March 1997, the United
States Supreme Court vacated the Court of Appeals' ruling and remanded the case
to the Court of Appeals for further consideration. On April 7, 1998, the Court
of Appeals reinstated its finding that the patent was valid, however, it
remanded the case back to the District Court for a determination on both
liability and damages. In July 1999, the District Court heard motions for
summary judgment filed on behalf of Litton and Honeywell. On September 23, 1999,
the U.S. District Court granted Honeywell's motions rejecting the patent and
state law claims. Those rulings, when finalized by the District Court, will be
appealed by the Company to the Federal Circuit Court of Appeals.

     Litton also brought suit against Honeywell for illegal monopolization of
the market for inertial reference systems for large commercial air transport,
commuter and business aircraft. In February 1996, a jury rendered a verdict in
favor of Litton. The District Court upheld the jury's verdict on liability, but
declined to enter the jury's damage award on the basis that Litton's damages
study did not disaggregate damages among legal and illegal conduct. A new trial
limited to the amount of damages resulted in a jury verdict on December 9, 1998,
of $250 million in favor of Litton. On January 27, 1999, U.S. District Court
Judge Mariana R. Pfaelzer entered a final judgment against Honeywell of $250
million which, by law, is trebled to $750 million, plus post-judgment interest
from the date of entry of judgment, costs and attorney fees. On May 20, 1999,
the court heard Honeywell's post trial motions. On September 23, 1999, the court
denied Honeywell's motions as they related to Litton Systems, Inc. but granted a
motion regarding Litton Systems Canada, holding it did not have standing or
jurisdiction to bring its claims in the United States. As a result of that
ruling, the judgment against Honeywell was reduced to $660 million plus
interest, attorney fees and costs. Honeywell has filed a notice of appeal to the
U.S. Court of Appeals for the Federal Circuit.

     On November 12, 1999, a lawsuit was filed in the United States District
Court for the Eastern District of Louisiana entitled Harry L. Thompson, Jr. et
al. v. Avondale Industries, Inc., et al. challenging certain actions of Avondale
Industries, Inc. ("Avondale"), a wholly-owned subsidiary of the Company, certain
Avondale officers, and certain fiduciaries under the Avondale Employee Stock
Ownership Plan (the "ESOP"). The actions were taken in connection with the sale,
by the ESOP, of approximately 4,681,000 shares of Avondale common stock during
the period from 1996 to 1998, prior to the acquisition of Avondale by the
Company in August, 1999.

     The lawsuit alleges that one sale involving 1,100,000 shares violated the
Securities Exchange Act of 1934 and that with respect to all of such sales, the
defendants also breached fiduciary duties owed to the ESOP participants under
the Employee Retirement Income Security Act of 1974 ("ERISA").

     The Company is assessing its response to the action and there appear to be
meritorious defenses to the allegations. The Company does not believe it will
have a material financial impact on the Company. The Company anticipates filing
its response in January, 2000.

                                       13
<PAGE>   14

                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
      <S>             <C>
      Exhibit 3.1:    Amendment to Restated and Amended By-laws of the Company as
                      adopted by the Board of Directors on December 3, 1999.
      Exhibit 10.1:   Form of the Litton Industries, Inc. Performance-Based
                      Restricted Stock Agreement.
      Exhibit 27:     Financial Data Schedule.
</TABLE>

(b) Reports on Form 8-K: There were no reports on Form 8-K filed during the
    first quarter ended October 31, 1999.

                                       14
<PAGE>   15

                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          LITTON INDUSTRIES, INC.
                                          (Registrant)

                                          By      /s/ CAROL A. WIESNER
                                            ------------------------------------
                                                      Carol A. Wiesner
                                               Vice President and Controller
                                                 (Chief Accounting Officer)

December 8, 1999

                                       15