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):
May 12, 2004
NORTHROP GRUMMAN CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-16411 No. 95-4840775
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
1840 CENTURY PARK EAST
LOS ANGELES, CA 90067
www.northropgrumman.com
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(Address of Principal Executive Offices and internet site)
Registrant's telephone number, including area code:
(310) 553-6262
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On May 12, 2004, we announced that our Board of Directors has declared
a 2-for-1 stock split of the Company's common stock. The split will be
accomplished in the form of a stock dividend of one additional share of the
Company's common stock for each share held. The additional shares of common
stock will be distributed on June 21, 2004 to stockholders of record on May
28, 2004. Further, we have adjusted the number of shares of common stock
reserved under our various equity based agreements and compensation plans.
The Board also declared a dividend of $0.46 per share of common stock, to
be paid on June 5, 2004, to each holder of record on May 24, 2004. Finally,
the Board declared a dividend of $1.75 per share of Series B Convertible
Preferred Stock to be paid on July 15, 2004, to each holder of record on
July 2, 2004. A copy of the press release is attached to this report as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press release dated May 12, 2004
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
Date: May 13, 2004 By: /s/ John H. Mullan
--------------------------------
Name: John H. Mullan
Title: Corporate Vice President
and Secretary
EXHIBIT INDEX
99.1 Press Release, dated May 12, 2004
Exhibit 99.1
[GRAPHIC OMITTED][NORTHROP GRUMMAN NEWS LOGO]
Contacts: Frank Moore (Media) (310) 201-3335
Gaston Kent (Investors) (310) 201-3423
For Immediate Release
Northrop Grumman Board Increases Common Stock Dividend;
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Declares 2 for 1 Stock Split
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LOS ANGELES - May 12, 2004 - Northrop Grumman Corporation (NYSE: NOC)
announced today that its Board of Directors, at a meeting held yesterday,
approved a 15 percent increase of the common stock quarterly dividend to
$0.46 per share. The Board also declared a two-for-one split of the
company's common stock to be distributed in the form of a stock dividend.
The quarterly cash dividend of $0.46 per share, up from $0.40 per
share on a pre-split basis, will be payable June 5, 2004, to shareholders
of record as of the close of business May 24, 2004.
Shareholders of record on May 28, 2004, will receive one additional
share for each share of Northrop Grumman common stock payable June 21,
2004. As a result, the number of outstanding shares of Northrop Grumman
common stock will increase to approximately 360 million.
The board also declared a regular dividend of $1.75 per share on the
company's Series B convertible preferred stock, payable July 15, 2004, to
shareholders of record as of the close of business July 2, 2004.
"Today's actions further demonstrate the board's confidence in the
performance of our business and our ongoing commitment to enhancing
shareholder value," said Ronald D. Sugar, Northrop Grumman's chairman,
chief executive officer and president. "With solid growth prospects and an
improving credit profile, we are confident the company will continue to
generate strong cash flow to support a range of shareholder-enhancing
initiatives, including investment opportunities, dividends and stock
repurchases."
Northrop Grumman Corporation is a global defense company headquartered
in Los Angeles, Calif. Northrop Grumman provides technologically advanced,
innovative products, services and solutions in systems integration, defense
electronics, information technology, advanced aircraft, shipbuilding and
space technology. With approximately 123,000 employees, and operations in
all 50 states and 25 countries, Northrop Grumman serves U.S. and
international military, government and commercial customers.
Statements about the company's expectations of future cash flow, credit
rating improvement and shareholder value enhancing actions are
"forward-looking statements" intended to be within the protections of the
Private Securities Litigation Reform Act of 1995 and are subject to risks
and uncertainties that are set forth in the company's filings from time to
time with the Securities and Exchange Commission, including without
limitation, Northrop Grumman reports on Form 10-K and 10-Q.
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