SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2002
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 1-12385
A. Full title of the plan and address of the plan, if different from
that of the issuer named below:
NORTHROP GRUMMAN ELECTRONIC SENSORS & SYSTEMS SECTOR
UNION REPRESENTED EMPLOYEES SAVINGS AND INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
NORTHROP GRUMMAN CORPORATION
1840 Century Park East
Los Angeles, California 90067
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTHROP GRUMMAN ELECTRONIC SENSORS & SYSTEMS SECTOR
UNION REPRESENTED EMPLOYEES SAVINGS AND INVESTMENT PLAN
Dated: June 30, 2003 /s/ J. Michael Hateley
_____________________________________
By J. Michael Hateley
Chairman, Administrative Committee
NORTHROP GRUMMAN ELECTRONIC SENSORS &
SYSTEMS SECTOR UNION REPRESENTED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits
as of December 31, 2002 and 2001 2
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 2002 3
Notes to Financial Statements 4-10
SUPPLEMENTAL SCHEDULE--Form 5500, Schedule H, Part IV, Line 4i
Schedule of Assets (Held at End of Year) as of December 31, 2002 11
INDEPENDENT AUDITORS' REPORT
Administrative Committee
Northrop Grumman Electronic Sensors & Systems Sector
Union Represented Employees Savings and Investment Plan
We have audited the accompanying statements of net assets available for plan
benefits of the Northrop Grumman Electronic Sensors & Systems Sector Union
Represented Employees Savings and Investment Plan (the "Plan") as of December
31, 2002 and 2001 and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 2002. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits as of December
31, 2002 and 2001 and the changes in net assets available for plan benefits for
the year ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 31, 2002 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This schedule is the responsibility of the Plan's
management. Such supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic 2002 financial statements and, in
our opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
June 26, 2002
Los Angeles, CA
NORTHROP GRUMMAN ELECTRONIC SENSORS &
SYSTEMS SECTOR UNION REPRESENTED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
2002 2001
ASSETS:
Investments (Notes B, C, D and E) $115,307,584 $115,594,673
------------ ------------
Receivables:
Employer contributions 45,613 41,398
Participant contributions 184,735 168,388
Accrued investment income 128,515 3,200
------------ ------------
Total receivables 358,863 212,986
------------ ------------
Total assets 115,666,447 115,807,659
LIABILITIES-Accrued administrative expenses 39,783 19,640
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $115,626,664 $115,788,019
============ ============
See notes to financial statements
-2-
NORTHROP GRUMMAN ELECTRONIC SENSORS &
SYSTEMS SECTOR UNION REPRESENTED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 2002
----------------------------------------------------------------------------------------------
INVESTMENT (LOSS) INCOME:
Net depreciation in fair value of investments (Notes B and C) $ (8,330,357)
Plan interest in Northrop Grumman Stable Value Fund investment income
(Notes B, C, D and E) 4,349,368
Dividends 241,202
Interest and other income 129,916
-------------
Total investment loss (3,609,871)
-------------
CONTRIBUTIONS:
Employer 2,486,016
Participant 8,129,868
-------------
Total contributions 10,615,884
-------------
DEDUCTIONS:
Benefits paid to participants (Note B) 7,127,840
Administrative expenses 39,528
-------------
Total deductions 7,167,368
-------------
NET DECREASE (161,355)
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 115,788,019
-------------
End of year $ 115,626,664
=============
See notes to financial statements.
-3-
NORTHROP GRUMMAN ELECTRONIC SENSORS &
SYSTEMS SECTOR UNION REPRESENTED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
A. DESCRIPTION OF THE PLAN
The following description of the Northrop Grumman Electronic Sensors &
Systems Sector Union Represented Employees Savings and Investment Plan
(the "Plan") provides only general information. Participants should refer
to the Plan document for a more complete description of the Plan's
provisions.
General--The Plan is a qualified profit-sharing and employee stock
ownership plan sponsored by the Electronic Systems Sector of Northrop
Grumman Corporation (the "Company"). The Plan covers all Electronic
Systems Sector union represented employees of the Company who are citizens
of the United States of America or resident aliens and are not covered by
another plan. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
The Plan, formerly named Northrop Grumman Electronic Sensors & Systems
Sector Savings and Investment Plan (the "ESSS Plan"), was established by
the Company as a successor to the Westinghouse Savings Program (the
"Westinghouse Plan"), maintained by Westinghouse Electric Corporation
("Westinghouse") for the benefit of employees who were employed by the
Westinghouse Electronic Systems Group as of February 29, 1996 and became
employees of the Company as of March 1, 1996, and any other subsequent
eligible employees of the Company.
The ESSS Plan included assets for both the union-represented and
non-represented participants through March 31, 2000. On April 1, 2000, the
ESSS Plan's name was changed to the Northrop Grumman Electronic Sensors &
Systems Sector Union Represented Employees Savings and Investment Plan,
and the Plan documents were amended accordingly. Assets related to
non-represented participant accounts were transferred to another plan
sponsored by the Company.
Contributions--Plan participants may contribute between 2% and 20% of
eligible compensation, in increments of 1%, on an after-tax basis, a
pre-tax basis, or a combination thereof. Each pay period, or weekly, for
each dollar a participant contributes, the Company makes a matching
contribution of $0.50, subject to a maximum Company matching contribution
of 3% of eligible compensation for that pay period.
A participant, other than a terminated participant, who has received a
rollover distribution from a qualified defined contribution plan or a
distribution from an Individual Retirement Account, may elect to roll over
not more than the cash value of the distribution, less any amount
attributable to the participant's after-tax contributions, to his or her
Standard Account within 60 days of receipt of such distribution. The
participant may elect to invest any amount rolled over or transferred to
the Plan in any of the investment options available in increments of 1%.
-4-
Participant Accounts--A separate account is maintained for each
participant. Each separate account has three sub-accounts. After-tax
contributions are allocated to the participant's Standard Account, and
pre-tax contributions are allocated to the participant's Tax-Deferred
Account. Company matching contributions are allocated to the participant's
Company Matching Contribution Account. Assets of the trust are valued
daily and take into account earnings and losses of the trust along with
appreciation or depreciation, expenses, and distributions.
Vesting--Plan participants are 100% vested in, and have a non-forfeitable
right to, the balance of their Standard and Tax-Deferred Accounts at all
times. Plan participants as of March 1, 1996 who had a 100% vested
interest in their accounts under the Westinghouse Plan as of February 29,
1996 were 100% vested in their Company Matching Contribution Accounts as
of March 1, 1996. All other Plan participants who were not fully vested as
of March 1, 1996 in their Company Matching Contribution Accounts were not
vested in any portion of their Company Matching Contribution Accounts
until they had accrued five years of service, at which time they became
100% vested in and had a non-forfeitable right to their Company Matching
Contribution Accounts. Company Matching Contribution Accounts become 100%
vested upon retirement or death.
Investment Options--Upon enrollment in the Plan, each participant may
direct that his or her accounts, in 1% increments, be invested in any of
the following 11 investment funds:
Janus Fund--The Janus Fund invests in the equity securities of large,
well-established companies located in both the United States and
abroad, with an objective of growth of capital.
Fidelity Growth & Income Portfolio Fund--The Fidelity Growth & Income
Portfolio Fund invests in a combination of common stock, preferred
stock and both foreign and domestic bonds. Its objectives are long-term
capital growth, current income and growth of income.
American Century Ultra Investors Fund--The American Century Ultra
Investors Fund invests in small to medium sized companies, with the
objective of achieving capital growth over the long term.
JPM Institutional Diversified Fund--The JPM Institutional Diversified
Fund invests in equity securities of international and domestic
companies, both large and small. It will also include a smaller
allocation of bonds, including high-grade corporate issues,
mortgage-related securities, U.S. government and agency instruments,
and private placements.
JPM Institutional International Equity Fund--The JPM Institutional
International Equity Fund invests in equity securities of companies
located in foreign, developed countries, with the objective of
long-term capital growth.
Investment Lifecycle Short Range Fund--The Investment Lifecycle Short
Range Fund invests in a majority of bonds with smaller allocations of
cash investments and stocks, with the objective of providing current
income and some growth potential.
Investment Lifecycle Mid Range Fund--The Investment Lifecycle Mid Range
Fund invests in an asset mix consisting of stocks, bonds and cash
investments, with the objective of providing current income and growth
potential over the long term.
-5-
Investment Lifecycle Long Range Fund--The Investment Lifecycle Long
Range Fund invests in an asset mix consisting of a majority of stocks
with smaller allocations of bonds and cash investments, with the
objective of providing high total return in the form of growth and
income.
Investment Large Cap Equity (Equity 500) Index Fund--The Investment
Large Cap Equity (Equity 500) Index Fund invests in a well-diversified
portfolio of stocks, as defined by an established market index. The
objective of this fund is to provide the price and yield performance of
the S&P 500.
Stable Value Fund--The Plan holds an interest in the Northrop Grumman
Stable Value Fund (the "Stable Value Fund"; see Note D). Investments of
the Stable Value Fund are diversified among U.S. government securities
and obligations of government agencies, bonds, short-term investments,
cash and contracts issued by insurance companies and banks. The Stable
Value Fund is managed by an independent professional investment manager
appointed by the Plan's Investment Committee.
Northrop Grumman Fund--The Northrop Grumman Fund invests primarily in
Northrop Grumman Corporation common stock.
The Viacom Incorporated Common Stock Fund was transferred from the
Westinghouse Plan. This fund was frozen, and no employee contributions
have been allowed since the transfer.
Participant Loans--Participants may borrow from their Plan accounts a
minimum of $1,000, in $100 increments, equal to the lesser of $50,000,
reduced by the highest outstanding loan balance during the preceding 12
months, or 50% of their account balance. A participant may not have more
than two outstanding loans at any given time. Loan transfers are treated
as a transfer to (from) the investment fund from (to) the loan fund. Loans
may be prorated across all investment funds or directed against specific
funds based on the participant's request. Loans are secured by the balance
in the participant's account and bear interest determined at the Plan
trustee's prime interest rate on the close of business on the last
business day of the preceding calendar month plus 1%. Repayments are made
from payroll deductions over a period of 12 to 60 months.
Payment of Benefits--On termination of service due to retirement, a
participant may elect to receive a lump-sum amount equal to the value of
the participant's vested interest in his or her account, or monthly or
annual installments, the amount of which is determined by the participant
at retirement. A retired participant may cancel or change such election at
any time, and may also elect a partial distribution. For termination of
service due to other reasons, a participant may receive the value of the
vested interest in his or her account as a lump-sum amount, or leave his
or her vested account in the Plan if he or she has not yet reached normal
retirement age; however, amounts must be withdrawn in a lump sum by the
terminated participant's normal retirement age.
Death benefits for active participants are to be paid to the designated
beneficiary in a lump sum, or, if the designated beneficiary is also the
surviving spouse, he or she may elect to leave the vested balance in the
Plan and be treated as the retired participant. Death benefits for
terminated employees are paid in a lump sum to the designated beneficiary.
-6-
Withdrawals--A vested participant is permitted to make a withdrawal for
any reason from his or her Standard or Matching Account. A vested
participant is permitted to make a withdrawal for any reason from his or
her Tax-Deferred Account upon the attainment of age 59-1/2, or prior to
the attainment of age 59-1/2 in the case of hardship (as described in the
Plan document). A non-vested participant is permitted to make a withdrawal
for any reason from the portion of his or her Standard Account, which
represents contributions that were not matched by contributions in the
Matching Account. A non-vested participant is permitted to make a
withdrawal from that portion of his or her Standard Account, which
represents contributions that were matched by contributions in the
Matching Account only in the case of hardship. A non-vested participant is
permitted to make a withdrawal from his or her Tax-Deferred Account in the
case of hardship. A non-vested participant is not permitted to make a
withdrawal from the Matching Account.
B. SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting--The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in
the United States of America.
Use of Estimates--The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities and changes therein, and
disclosure of contingent assets and liabilities. Actual results could
differ from those estimates.
Risk and Uncertainties--The Plan invests in various securities including
U.S. government securities, corporate debt instruments and corporate
stocks. Investment securities, in general, are normally exposed to various
risks, such as interest rate, credit and overall market volatility. Due to
the ongoing level of risk associated with investment securities, changes
in the values of investment securities may occur in the near term which
could materially affect the amounts reported in the statements of net
assets available for plan benefits.
Investment Valuation and Income Recognition--In the accompanying
statements of net assets available for plan benefits, the Plan's
investments are stated at fair value, except for the investment contracts
with insurance companies included in the Stable Value Fund, which are
stated at contract value (see Note E). Quoted market prices are used to
determine the fair value of the investments. Notes receivable from
participants are valued at cost, which approximates fair value.
Securities are valued at their market values based on information and
financial publications of general circulation, statistical and valuation
services, records of security exchanges, appraisals by qualified persons,
transactions and bona fide offers in assets of the type in question and
other information customarily used in the valuation of assets or if market
values are not available, at their fair values as provided to the Trustee
by the party with authority to trade such securities (investment managers,
the Investment Committee, or, in the case of participant directed
brokerage accounts, the participant's broker, as applicable). The Trustee
relies on the prices provided by pricing sources or the investment
managers, Investment Committee or participant's broker as a certification
as to value in performing any valuations or calculations required of the
Trustee under this contract.
All securities and cash or cash equivalents are quoted in the local
currency and then converted into US dollars using the appropriate exchange
rate obtained by the Trustee.
-7-
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
Broker commissions, transfer taxes and other charges and expenses incurred
in connection with the purchase, sale or other disposition of securities
or other investments held by the Plan are added to the cost of the
securities or other investments or are deducted from the proceeds of the
sale or other disposition thereof, as appropriate. Taxes (if any) on the
assets of the funds, or on any gain resulting from the sale or other
disposition of such assets, or on the earnings of the funds, are
apportioned among the participants and former participants (if any) whose
interests in the Plan are affected, and the share of such taxes
apportioned to each person is charged against his or her account in the
Plan.
Payment of Benefits--Benefits are recorded when paid.
C. INVESTMENTS
2002 2001
---- ----
The following presents investments that represent 5% or more of the Plan's
net assets as of December 31:
Janus Fund, 351,445 and 346,591 shares, respectively $ 6,262,758 $ 8,526,129
Fidelity Growth & Income Portfolio Fund, 158,262 shares 5,915,835
American Century Ultra Investor Fund, 212,274 shares 5,867,259
Viacom Incorporated common stock, 156,693 and
194,621 shares, respectively 6,386,807 8,592,517
Plan Interest in the Northrop Grumman Stable Value
Fund 81,214,242 72,755,435
During 2002, the Plan's investments, including gains and losses on
investments bought and sold, as well as held during the year, appreciated
(depreciated) in value as follows:
Mutual funds $ (7,792,345)
Common stock (538,012)
------------
Net depreciation in fair value of investments (8,330,357)
Plan interest in Northrop Grumman Stable Value Fund
investment income 4,349,368
------------
Net depreciation $ (3,980,989)
============
D. INTEREST IN NORTHROP GRUMMAN STABLE VALUE FUND
A portion of the Plan's investments includes amounts in the Stable Value
Fund, which was established for the investment of assets of the Plan and
two other Northrop Grumman Corporation sponsored savings plans. Each
participating savings plan has an undivided interest in the Stable Value
Fund. At December 31, 2002 and 2001, the Plan's interests in the net
assets of the Stable Value Fund were approximately 5%. Investment income
and administrative expenses relating to the Stable Value Fund are
allocated among the participating plans on a daily basis.
-8-
The Plan has an arrangement with the investment manager of the Stable
Value Fund whereby the investment manager has the ability to borrow
amounts from third parties to satisfy liquidity needs of the Stable Value
Fund, if necessary. As of December 31, 2002, no borrowings under this
arrangement were outstanding.
Investments held in the Stable Value Fund are as follows as of December
31:
2002 2001
Guaranteed and Synthetic Investment Contracts
(at contract value) $ 1,690,110,231 $ 1,330,767,485
Northrop Retirement Savings Temporary
Investment Fund 49,488,133 44,101,075
--------------- ---------------
Total $ 1,739,598,364 $ 1,374,868,560
=============== ===============
Investment income of the Stable Value Fund was $84,068,657 for the year
ended December 31, 2002.
As of December 31, 2002, Stable Value Fund assets of $28,220,399 were on
loan to third party borrowers under security lending agreements. Such
assets could be subject to sale restrictions in the event security lending
agreements are terminated and the securities have not been returned to the
Plan.
E. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES
All investment contracts held by the Stable Value Fund are considered to
be fully benefit-responsive and are therefore recorded at contract value.
Contract value represents contributions made under the contract, plus
interest at the contract rate, less withdrawals and administrative
expenses.
The Stable Value Fund holds wrapper contracts in order to manage the
market risk and return of certain securities held by the Stable Value
Fund. The wrapper contracts generally modify the investment
characteristics of certain underlying securities similar to those of
guaranteed investment contracts. Each wrapper contract and its related
underlying assets are referred to as a Synthetic Investment Contract
("SIC") and is recorded at contract value. The SICs held by the Stable
Value Fund had a contract value totaling $1,646,981,826 and $1,286,790,463
at December 31, 2002 and 2001, respectively. The fair value of the
underlying assets related to the wrapper contracts totaled $1,207,120,225
and $1,334,137,163 as of December 31, 2002 and 2001, respectively.
The fair value of the non-synthetic guaranteed investment contracts
totaled $48,732,748 and $45,670,508 at December 31, 2002 and 2001,
respectively.
The following information is disclosed for the investment contracts within
the Stable Value Fund as of December 31:
2002 2001
Average yield of assets on December 31 5.53 % 6.30 %
Average crediting interest rate of assets at December 31 5.53 % 6.30 %
Average duration 2.58 years 3.32 years
-9-
F. PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments represent short-term investments managed by State
Street. State Street is the trustee as defined by the Plan, and therefore,
these transactions qualify as party-in-interest transactions. Fees paid by
the Plan for the investment management services were $0 and $34,461 for
the years ended December 31, 2002 and 2001, respectively. In Plan
management's opinion, fees paid during the year for services rendered by
parties-in-interest were based upon customary and reasonable rates for
such services.
G. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of the
Plan's termination, participants will become 100% vested in their
accounts.
H. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated November 6, 2002 that the Plan, as amended, and related trust
were designed in accordance with the applicable requirements of the
Internal Revenue Code (the "IRC"). The Plan administrator and the Plan's
counsel believe that the Plan is currently designed and operated in
compliance with the applicable requirements of the IRC and the Plan and
related trust continue to be tax exempt. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
I. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for Plan
benefits per the financial statements to the Form 5500 as of December 31:
2002 2001
---- ----
Net assets available for Plan benefits for the financial
statements $ 115,626,664 $ 115,788,019
Less: Amounts allocated to withdrawing participants (382,731) (41,529)
------------- -------------
Net assets available for Plan benefits per the Form 5500 $ 115,243,933 $ 115,746,490
============= =============
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31:
2002
Benefits paid to participants per the financial statements $ 7,127,840
Add: Amounts allocated to withdrawing participants at December 31, 2002 382,731
Less: Amounts allocated to withdrawing participants at December 31, 2001 (41,529)
-----------
Benefits paid to participants per the Form 5500 $ 7,469,042
===========
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment
prior to December 31 but not yet paid as of that date.
-10-
NORTHROP GRUMMAN ELECTRONIC SENSORS &
SYSTEMS SECTOR UNION REPRESENTED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
FORM 5500 SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
--------------------------------------------------------------------------------------------------------------------------------
Description of Investment, Including
Identity of Issue, Borrower, Maturity Date, Rate of Interest, Current
Lessor or Similar Party Collateral, Par or Maturity Value Value
* Northrop Grumman Stable Value Fund Participation in Northrop Grumman Stable Value Fund $ 81,214,242
Viacom Corp. 156,693 Shares of Participation in the Common Stock 6,386,807
Janus Fund 351,445 Shares of Participation in the Income Fund 6,262,758
Fidelity 169,021 Shares of Participation in the Growth & Income Fund 5,123,019
American Century Mutual Funds 211,377 Shares of Participation in the Ultra Investors Fund 4,476,972
Bankers Trust 37,085 Shares of Participation in the Large Cap Equity Index Fund 3,673,656
* Northrop Grumman 4,559,411 Shares of Participation in the Loan Fund 4,559,411
* State Street 155,846 Shares of Participation in the Cash/STIF Accounts 155,846
* Northrop Grumman 11,810 Shares of Participation in the Corporate Stock 1,145,570
Bankers Trust 75,475 Shares of Participation in the Lifecycle Long Range Fund 683,045
JPM 51,156 Shares of Participation in the Institutional Diversified Fund 550,444
JPM 67,498 Shares of Participation in the Institutional International Equity Fund 457,638
Bankers Trust 46,501 Shares of Participation in the Lifecycle Mid Range Fund 414,324
Bankers Trust 20,886 Shares of Participation in the Lifecycle Short Range Fund 203,852
-------------
$ 115,307,584
=============
* Party-in-interest
-11-
EXHIBIT INDEX
Exhibit No. Document
----------- --------
23 Independent Auditors' Consent
99.1 Certification pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
99.2 Certification pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002