Form 8-K




Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)



Northrop Grumman Corporation

(Exact name of registrant as specified in its charter)


DE   1-16411   95-4840775

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


1840 Century Park East

Los Angeles, CA

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code

(310) 553-6262


(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Section 2 – Financial Information


Item 2.02. Results of Operations and Financial Condition.


On October 10, 2005 Northrop Grumman Corporation (the “Company”) issued a press release discussing effects of recent hurricanes upon its Ship Systems sector and other elements of the Company, including estimated impact upon its financial results for the quarter ended September 30, 2005, under the heading “Northrop Grumman Updates Financial Guidance for Hurricane Impact”. The press release is furnished as Exhibit 99.1.


Following the release referenced above, on October 10, 2005, the Company conducted a webcast conference call, the date, time and access information for which, including the Company’s website location, are contained in the press release of that date referred to in the preceding paragraph. A transcript of that conference call is furnished as Exhibit 99.2.


Section 9 – Financial Statements and Exhibits


Item 9.01. Financial Statements and Exhibits.


(c) Exhibits




Exhibit 99.1    Press Release dated October 10, 2005
Exhibit 99.2    Transcript of October 10, 2005 Company Conference Call





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



October 11, 2005      



/s/ John H. Mullan



John H. Mullan

Corporate Vice President and Secretary



Exhibit Index


Exhibit No.    

Exhibit 99.1    Furnished–Press Release dated October 10, 2005
Exhibit 99.2    Furnished–Transcript of October 10, 2005 Company Conference Call