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)
November 12, 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 September 30, 2002, as filed with the Securities and
Exchange Commission on this date, Northrop Grumman Corporation filed as correspondence the transmittal letter and certifications attached hereto as Exhibits 99.1, 99.2 and 99.3.
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 hereunto duly authorized.
| NORTHROP GRUMMAN CORPORATION | ||
| (Registrant) | ||
| By: |
/s/ JOHN H.
MULLAN | |
| John H. Mullan Corporate Vice
President and Secretary | ||
Date: November 12, 2002
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
November 12, 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 September 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 filed on this date.
| 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 September 30, 2002, as filed with the Securities and Exchange Commission on November 12, 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 | ||
November 12, 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 September 30, 2002, as filed with the Securities and Exchange Commission on November 12, 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 | ||
November 12, 2002