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 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 SAVINGS AND INVESTMENT PLAN
Dated: June 30, 2003 /s/ J. Michael Hateley
_____________________________________
By J. Michael Hateley
Chairman, Administrative Committee
NORTHROP GRUMMAN 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 4-11
SUPPLEMENTAL SCHEDULE--Form 5500, Schedule H, Part IV, Line 4i,
Schedule of Assets (Held at End of Year) as of December 31, 2002 12
INDEPENDENT AUDITORS' REPORT
Administrative Committee
Northrop Grumman Savings and Investment Plan
We have audited the accompanying statements of net assets available for plan
benefits of the Northrop Grumman 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) at 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 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, 2003
Los Angeles, CA
NORTHROP GRUMMAN SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2002 AND 2001
----------------------------------------------------------------------------------------------
2002 2001
ASSETS:
Investment in Northrop Grumman Defined Contribution Plans
Master Trust (Notes B, C, D and E) $3,666,622,346 $ -
Investments (Notes A, B, C, D and E) 513,468,593 4,756,707,724
-------------- --------------
Total investments 4,180,090,939 4,756,707,724
Receivables:
Participant contributions 4,313,329 1,898,133
Employer contributions 1,174,022 578,646
Due from broker for securities sold - 4,957,594
Dividends and interest receivable - 5,425,939
-------------- --------------
Total receivables 5,487,351 12,860,312
-------------- --------------
Total assets 4,185,578,290 4,769,568,036
-------------- --------------
LIABILITIES:
Accrued expenses 2,090,276 2,456,199
Due to broker for securities purchased - 112,697,349
-------------- --------------
Total liabilities 2,090,276 115,153,548
-------------- --------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,183,488,014 $4,654,414,488
============== ==============
See notes to financial statements.
-2-
NORTHROP GRUMMAN SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 2002
------------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME (LOSS):
Net depreciation in fair value of investments $ (653,417,610)
Plan interest in Northrop Grumman Defined Contribution Plans Master Trust
investment income (Notes B, C, D and E) 41,321,652
Plan interest in Northrop Grumman Stable Value Fund investment income
(Notes A, B, C, D and E) 76,796,250
Interest 15,383,359
Dividends 19,712,267
Investment expense (3,835,201)
---------------
Total investment loss (504,039,283)
---------------
CONTRIBUTIONS:
Participant 245,934,748
Employer 83,190,024
---------------
Total contributions 329,124,772
---------------
DEDUCTIONS:
Benefits paid to participants (Note B) (301,849,409)
Administrative expenses (8,419,222)
---------------
Total deductions (310,268,631)
---------------
TRANSFER FROM OTHER PLANS (Note A) 14,256,668
---------------
NET DECREASE (470,926,474)
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 4,654,414,488
---------------
End of year $ 4,183,488,014
===============
See notes to financial statements.
-3-
NORTHROP GRUMMAN SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
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A. DESCRIPTION OF THE PLAN
The following description of the Northrop Grumman 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 Northrop Grumman Corporation (the "Company").
It was established February 1, 1962 and restated effective January 1,
1998. It covers substantially all hourly and salaried employees who are at
least 18 years old, are citizens or residents of the United States of
America and are not covered under another plan. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
On September 27, 2002, the Perceptics Corporation 401(k) Retirement Plan
(the "Perceptics Plan") was merged with the Plan. Perceptics Plan
participants then became eligible for participation in the Plan.
On October 18, 2002, the Northrop Grumman Norden Represented Employee
Savings Plan (the "Norden Represented Plan") was merged with the Plan.
Norden Represented Plan participants then became eligible for
participation in the Plan.
Effective October 1, 2002, the Plan pooled its investments with those of
another Northrop Grumman sponsored plan through the Northrop Grumman
Defined Contribution Plans Master Trust (the "Master Trust") except for
participant loans and the Charles Schwab Personal Choice Retirement
Account.
Contributions--Plan participants may contribute between 1% and 30% of
eligible compensation in increments of 1%, on a tax-deferred (before-tax)
basis, an after-tax basis, or a combination thereof. An active participant
may change the percentage of his or her contributions. Contributions are
subject to certain limitations.
The Company's matching contributions are as follows:
Employee Contribution Company Match
First 2% of eligible compensation 100 %
Next 2% of eligible compensation 50 %
Next 4% of eligible compensation 25 %
Contribution over 8% 0 %
Participant Accounts--A separate account is maintained for each
participant. Each participant's account is credited with the participant's
contribution and allocations of (a) the Company's contribution, (b) Plan
earnings, and (c) administrative expenses. Allocations are based on
participant earnings on account balances, as defined in the Plan document.
The benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
-4-
Vesting--Plan participants are fully vested (100%) at all times in the
balance of their accounts (both employee and employer contributions), none
of which may be forfeited for any reason.
Investment Options--Upon enrollment in the Plan, each participant may
direct that his or her employee contributions and Company matching
contributions, in 1% increments, be invested in any of the following 12
investment funds.
U.S. Equity Fund--The U.S. Equity Fund consists predominantly of
holdings in large and medium sized U.S. company stocks. The fund's
objectives are capital appreciation over the long term, along with
current income (dividends). The fund's stock investments are selected
by independent professional investment managers appointed by the Plan's
Investment Committee.
U.S. Fixed Income Fund--The Fixed Income Fund consists of holdings in
marketable, fixed income securities rated within the three highest
investment grades (i.e., A or better) assigned by Moody's Investor
Services or Standard & Poor's Corporation, U.S. Treasury or federal
agency obligations, or cash equivalent instruments. The fund is broadly
diversified and maintains an average maturity of 10 years. The
securities are selected by independent professional investment managers
appointed by the Plan's Investment Committee.
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 investment 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.
Balanced Fund--The Balanced Fund consists of fixed portions of five of
the savings plan funds (Stable Value Fund, U.S. Equity Fund, Fixed
Income Fund, International Equity Fund and Small Cap Fund). The fund
seeks to exceed the return of the bond market and approach the return
of the stock market, but with less risk than an investment only in
stocks.
International Equity Fund--The International Equity Fund consists of
stocks of a diversified group of companies in developed countries
outside the United States. The fund's objectives are capital
appreciation over the long term, along with current income (dividends).
Small Cap Fund--The Small Cap Fund consists of stocks of a diversified
group of small capitalization U.S. companies. The stocks purchased by
the fund typically have a market capitalization similar to companies in
the Russell 2000 Index, which are companies with an average market
capitalization of $500 million. The fund's objective is capital
appreciation over the long term, rather than current income
(dividends).
Equity Index Fund--The Equity Index Fund consists of a diversified
portfolio of stocks, as defined by an established market index. These
stocks are selected by independent professional investment managers
appointed by the Plan's Investment Committee. This fund is designed to
provide results that closely match those of the Standard & Poor's 500
Stock Index.
High Yield Bond Fund--The High Yield Bond Fund consists of
below-investment-grade securities (i.e., BBB or lower) assigned by
Moody's Investor Services or Standard & Poor's Corporation. The fund
seeks to exceed the return of the high-quality (investment grade) bond
market.
-5-
International Bond Fund--The International Bond Fund consists of
non-U.S. dollar denominated debt instruments rated within the three
highest investment grades (i.e., A or better) by Moody's Investor
Services or Standard & Poor's Corporation. The fund's objective is to
provide a higher level of income and capital appreciation than the
domestic fixed income market.
Emerging Markets Fund--The Emerging Markets Fund consists of a
diversified portfolio of stocks issued by companies based in developing
countries. The fund's objective is capital appreciation over the long
term.
Schwab Personal Choice Retirement Account--The Schwab Personal Choice
Retirement Account consists of more than 2,500 mutual funds, more than
300 fund families and the option to invest in individual stocks and
bonds.
Participants may change their investment options daily.
Contributions deposited into each investment fund buy a number of units in
each fund. The value of each participant's account within each fund
depends on two factors: (1) the number of units purchased to date and (2)
the current value of each unit. Unit values are updated daily prior to any
Plan transactions, including contributions, withdrawals, distributions and
transfers.
Participant Loans--Participants may borrow from their fund accounts a
minimum of $1,000, up to a maximum equal to the lesser of $50,000, reduced
by the highest outstanding loan balance over the past 12 months, or 50% of
their account balance (not including Company contributions). A participant
may not have more than two outstanding loans at any given time (except for
those merged from other plans). Loans will be prorated across all
investment funds and are secured by the balance in the participant's
account. The interest rate is fixed on the first business day of each
month at the prime rate of the Plan's trustee plus 1%. Repayments are made
from payroll deductions (for active employees) or personal check (for
former employees or employees on a leave of absence). The maximum loan
period is five years, or ten years for a loan used to acquire a dwelling
that is to be the principal residence of the participant. Loans may be
prepaid in full; partial prepayments are not permitted.
Payment of Benefits--On termination of service (including termination due
to death, disability or retirement) a participant may receive a lump-sum
payment of his or her account balance. A participant may also delay his or
her lump-sum payment until the age of 70 1/2, if the account balance
exceeds $5,000.
Distribution from the Northrop Grumman Fund will be paid in cash, stock or
a combination of both, depending on the participant's election.
Withdrawals--A participant may withdraw all or a portion of his or her
after-tax contributions (plus earnings) at any time. In addition, a
participant may withdraw all or a portion of his or her Company matching
contribution (plus earnings) at any time. A participant may withdraw all
or a portion of his or her before-tax contributions for any reason after
reaching age 59 1/2, or prior to reaching age 59 1/2 in the case of
hardship (as described in the Plan document).
-6-
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--The Plan's investments,
including the Plan's interest in the Master Trust, are stated at fair
value as determined by State Street Bank and Trust Company ("State Street"
or the "Trustee"). The underlying investments in the Master Trust are
valued as follows: Investments in securities traded on a national
securities exchange are valued at their quoted market price at the end of
the Plan year. Securities that have no quoted market price are presented
at their estimated 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.
The investment contracts with insurance companies included in the Stable
Value Fund are stated at contract value (see Notes D and E). Loans from
participants are valued at cost, which approximates fair value.
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.
-7-
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 Master Trust are added to the cost of
such 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 such person is charged against his or her account in
the Plan.
The Master Trust allocates investment income, realized gains and losses,
and unrealized appreciation on the underlying securities to the
participating plans daily based upon the market value of each plan's
investment. The unrealized appreciation or depreciation in the aggregate
current value of investments is the difference between current value and
the cost of investments. The realized gain or loss on investments is the
difference between the proceeds received and the average cost of
investments sold.
Expenses--Administrative expenses of the Plan are paid by either the Plan
or the Plan's sponsor as provided in the Plan document.
Payment of Benefits--Benefits are recorded when paid.
C. INVESTMENTS
As of December 31, 2002, the Plan's investments include a proportionate
interest in certain investments held by the Master Trust. These
investments are stated at fair values determined and reported by the
Trustee in accordance with the Master Trust Agreement established by the
Company (see Notes A and B). Proportionate interests of each participating
plan are ascertained on the basis of the Trustee's plan accounting method
for master trust arrangements. The Plan's investment in the Master Trust
represents 80.5% of total net assets as reported by the Trustee of the
Master Trust as of December 31, 2002.
As of December 31, 2002, Master Trust assets of $635,648,142 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.
The net assets of the Master Trust at fair value are as follows as of
December 31, 2002:
Assets:
Temporary investments (See Note D) $ 298,243,357
U.S. and foreign government securities 314,399,692
Corporate debt instruments 186,349,259
Common stocks 1,704,725,533
Common/collective trust funds 440,836,676
Guaranteed and synthetic investment contracts (See Notes D and E) 1,690,110,231
Other investments 3,790,201
Receivable for investments sold 55,685,018
Dividends, interest and taxes receivable 6,938,752
--------------
Total assets 4,701,078,719
--------------
Liabilities-due to broker for securities purchased 151,289,439
--------------
Total liabilities 151,289,439
--------------
Net assets of the Master Trust $4,549,789,280
==============
-8-
Investment gain for the Master Trust is as follows for the period from
October 1, 2002 through December 31, 2002:
Investment income (loss):
Net appreciation (depreciation) in fair value of investments:
Temporary investments $ 22,284
U.S. and foreign government securities 8,700,588
Corporate debt instruments 9,554,251
Common stocks (30,332,026)
Common/collective trust funds 26,222,283
Other investments 1,252,568
--------------
Net appreciation 15,419,948
Interest 32,361,722
Dividends 7,234,555
Other income 214,021
Investment manager fees (219,834)
Other expenses/fees (498,006)
--------------
Total investment income $ 54,512,406
==============
The following presents investments, other than the Plan's investment in
the Master Trust, that represent 5% or more of the Plan's net assets as of
December 31:
2002 2001
Northrop Grumman Corporation common stock,
4,032,315 shares $ 406,497,675
Plan interest in the Northrop Grumman Stable
Value Fund 1,302,113,223
Charles Schwab Personal Choice Retirement Account 436,886,177 520,888,338
D. INTEREST IN NORTHROP GRUMMAN STABLE VALUE FUND
A portion of the Plan's investments that is part of the Master Trust
includes amounts in the Northrop Grumman Stable Value Fund, which was
established for the investment of the 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 83% and 95%, respectively. Investment
income and administrative expenses relating to the Stable Value Fund are
allocated among the participating plans on a daily basis.
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.
-9-
Investments held in the Stable Value Fund were 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 totaled $84,068,657 for the
year ended December 31, 2002.
E. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES
All investment contracts held by the Stable Value Fund are considered to
be fully benefit responsive and therefore are 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 is 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
F. PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments represent short-term investments managed by State
Street. State Street is the trustee of the Plan, and therefore, these
transactions qualify as party-in-interest transactions. Fees paid by the
Plan for the investment management services amounted to $865,091 for the
year ended December 31, 2002. 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.
-10-
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, the interests of all participants in their accounts
are 100% vested and nonforfeitable.
H. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated April 25, 2000 that the Plan, as amended, and related trust
are 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
per the financial statements $ 4,183,488,014 $ 4,654,414,488
Less: Amounts allocated to withdrawing participants (6,606,122) (3,379,572)
--------------- ---------------
Net assets available for Plan benefits per the Form 5500 $ 4,176,881,892 $ 4,651,034,916
=============== ===============
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 $301,849,409
Add: Amounts allocated to withdrawing participants at December 31, 2002 6,606,122
Less: Amounts allocated to withdrawing participants at December 31, 2001 (3,379,572)
------------
Benefits paid to participants per the Form 5500 $305,075,959
============
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.
J. SUBSEQUENT EVENTS
Effective as of March 28, 2003, the TASC Profit Sharing and Savings Plan
(the "TASC Savings Plan") and the TASC Services Corporation Employees
Savings Plan (the "TASC Employee Savings Plan") were merged with the Plan,
and the participants of the TASC Savings Plan and the TASC Employee
Savings Plan became eligible for participation in the Plan.
-11-
NORTHROP GRUMMAN 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,
Identity of Issue, Including Maturity Date,
Borrower, Lessor Rate of Interest, Collateral, Current
or Similar Party Par or Maturity Value Value
* Northrop Grumman Defined Participation in Northrop Grumman Defined $ 3,666,622,346
Contribution Plans Master Trust Contribution Plans Master Trust
Charles Schwab Personal Choice Retirement Account 436,886,177
* Northrop Grumman Corporation Participant loans (Prime + 1%) 76,582,416
---------------
Total $ 4,180,090,939
===============
-12-
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