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 15, 2001 NORTHROP GRUMMAN CORPORATION (Exact name of registrant as specified in charter) Delaware 1-16411 95-4840775 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 1840 Century Park East Los Angeles, California 90067 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (310) 553-6262 Item 5. Other Events Northrop Grumman Corporation is filing this Current Report on Form 8-K in order to file with the Securities and Exchange Commission certain items that are to be incorporated by reference into its Registration Statement on Form S-3 (File No. 333-71290). Item 7. Financial Information, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit Description of Exhibit ------- ---------------------- Number ------ 1.1 Underwriting Agreement dated November 15, 2001, and Terms Agreements relating to the Registrant's Common Stock and Equity Security Units, each dated November 15, 2001, among the Registrant, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as representatives for the underwriters named therein. 4.1 Form of Indenture between the Registrant and JPMorgan Chase Bank, as trustee (incorporated by reference to Form 8-A filed by the Registrant on November 14, 2001). 4.2 Form of Officer's Certificate describing the terms of the Senior Notes which are a component of the Normal Units (incorporated by reference to Form 8-A filed by the Registrant on November 14, 2001). 4.4 Form of Purchase Contract Agreement between the Registrant and JPMorgan Chase Bank, as Purchase Contract Agent (incorporated by reference to Form 8-A filed by the Registrant on November 14, 2001). 4.5 Form of Pledge Agreement among the Registrant, The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary, and JPMorgan Chase Bank, as Purchase Contract Agent (incorporated by reference to Form 8-A filed by the Registrant on November 14, 2001). 4.6 Form of Remarketing Agreement (incorporated by reference to Form 8-A filed by the Registrant on November 14, 2001). 8.1 Tax opinion of Sheppard, Mullin, Richter & Hampton LLP. 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) Date: November 15, 2001 By: /s/ John H. Mullan ------------------------------------ John H. Mullan, Corporate Vice President and Secretary EXHIBIT INDEX Exhibit Number Description 1.1 Underwriting Agreement dated November 15, 2001, and Terms Agreements relating to the Registrant's Common Stock and Equity Security Units, each dated November 15, 2001, among the Registrant, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as representatives for the underwriters named therein. 8.1 Tax opinion of Sheppard, Mullin, Richter & Hampton LLP.