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)
March 21, 2003
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
| DELAWARE |
1-16411 |
No. 95-4840775 | ||
| (State or other jurisdiction of |
(Commission File Number) |
(I.R.S. Employer | ||
| incorporation or organization) |
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 9. Regulation FD Disclosure
In connection with the Annual Report on Form 10-K for the year ended December 31, 2002, as filed with the Securities and Exchange Commission on this date, Northrop Grumman Corporation provided as correspondence the following transmittal letter and certifications:
March 21, 2003
Via EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.
| Re: | Northrop Grumman Corporation—Annual Report on Form 10-K for the year ended December 31, 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 | ||
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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 Annual Report of Northrop Grumman Corporation (the “Company”) on Form 10-K for the year ended December 31, 2002, as filed with the Securities and Exchange Commission on March 21, 2003 (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 Office | ||
March 20, 2003
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 Annual Report of Northrop Grumman Corporation (the “Company”) on Form 10-K for the year ended December 31, 2002, as filed with the Securities and Exchange Commission on March 21, 2003 (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 | ||
March 20, 2003
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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: March 21, 2003
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