UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of
earliest event reported)
July 30, 2002
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
| DELAWARE (State or other
jurisdiction of incorporation or organization) |
1-16411 (Commission File
Number) |
No. 95-4840775 (I.R.S.
Employer Identification Number) |
1840 Century Park East, Los
Angeles, California 90067
www.northropgrumman.com
(Address
of principal executive offices and internet site)
(310) 553-6262
(Registrant’s telephone number, including area code)
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Transmittal Letter
99.2 Certificate of
Chief Executive Officer
99.3 Certificate of Chief Financial Officer
Item 9. Regulation FD Disclosure
In
connection with the Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2002, as filed with the Securities and Exchange Commission on July 30, 2002, Northrop Grumman Corporation filed as correspondence the transmittal letter and
certifications attached hereto as Exhibits 99.1, 99.2 and 99.3.
Signatures
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 hereunto duly authorized.
| Northrop Grumman Corporation | ||||||
| (Registrant) | ||||||
| August 5, 2002 |
By: |
/s/ John H. Mullan | ||||
| (Date) |
John H. Mullan, Corporate Vice President and Secretary |
2
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 |
Transmittal Letter | |
| 99.2 |
Certificate of Chief Executive Officer | |
| 99.3 |
Certificate of Chief Financial Officer |
3
Exhibit 99.1
August 5, 2002
Via EDGAR
Securities and Exchange Commission
Judiciary Plaza
450
Fifth Street, N.W.
Washington, D.C.
Re: |
Northrop Grumman Corporation – Quarterly Report on Form 10-Q |
For the Quarterly Period ending June 30, 2002 |
Ladies and Gentlemen:
Transmitted herewith are written statements pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 to accompany the above-captioned periodic report.
Very truly yours,
Northrop Grumman Corporation
By: /s/ John H. Mullan
John H. Mullan
Corporate Vice President and Secretary
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Northrop Grumman Corporation (the “Company”) on Form
10-Q for the quarterly period ended June 30, 2002, as filed with the Securities and Exchange Commission on July 30, 2002 (the “Report”), I, Kent Kresa, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
| By: |
/s/ Kent Kresa | |
| Kent Kresa Chairman of the Board
and Chief Executive Officer August 5, 2002
| ||
Exhibit 99.3
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Northrop Grumman Corporation (the “Company”) on Form 10-Q for the quarterly period
ended June 30, 2002, as filed with the Securities and Exchange Commission on July 30, 2002 (the “Report”), I, Richard B. Waugh, Jr., Corporate Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: |
/s/ Richard B. Waugh, Jr. | |
| Richard B. Waugh, Jr. Corporate Vice
President and Chief Financial Officer August 5,
2002 | ||