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, 2003
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 25, 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
Financial Statements as of December 31, 2003 and
2002 and for the Year Ended December 31, 2003,
Supplemental Schedule and Report of Independent
Registered Public Accounting Firm
NORTHROP GRUMMAN ELECTRONIC SENSORS &
SYSTEMS SECTOR UNION REPRESENTED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
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Page(s)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits as of December 31, 2003 and 2002 2
Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended
December 31, 2003 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, 2003 11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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 benefits
of the Northrop Grumman Electronic Sensors & Systems Sector Union Represented
Employees Savings and Investment Plan (the "Plan") as of December 31, 2003 and
2002, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2003. 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 the standards of the Public Company
Accounting Oversight Board (United States). 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 also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, 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, 2003 and 2002 and the changes in net assets available for plan benefits for
the year ended December 31, 2003, 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, 2003 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 2003 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.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
June 25, 2004
1
NORTHROP GRUMMAN ELECTRONIC SENSORS &
SYSTEMS SECTOR UNION REPRESENTED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------
2003 2002
ASSETS:
Investments (Notes B, C, D and E)
Plan interest in the Northrop Grumman Stable Value Fund $ 85,980,154 $ 81,214,242
Investments 43,462,208 34,093,342
------------ ------------
Total investments 129,442,362 115,307,584
------------ ------------
Receivables:
Employer contributions 50,542 45,613
Participant contributions 160,613 184,735
Accrued investment income 15,846 128,515
------------ ------------
Total receivables 227,001 358,863
------------ ------------
Total assets 129,669,363 115,666,447
LIABILITIES:
Accrued administrative expenses 68,388 39,783
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $129,600,975 $115,626,664
============ ============
See accompanying 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
FOR THE YEAR ENDED DECEMBER 31, 2003
--------------------------------------------------------------------------------
INVESTMENT INCOME:
Net appreciation in fair value of investments (Notes B and C) $ 7,139,968
Plan interest in Northrop Grumman Stable Value Fund investment income
(Notes B, C, D and E) 3,882,395
Dividends 290,492
Interest and other income 76,691
------------
Total investment income 11,389,546
------------
CONTRIBUTIONS:
Employer 2,626,689
Participant 8,480,678
------------
Total contributions 11,107,367
------------
DEDUCTIONS:
Benefits paid to participants (Note B) 8,478,659
Administrative expenses 43,943
------------
Total deductions 8,522,602
------------
NET INCREASE 13,974,311
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 115,626,664
------------
End of year $129,600,975
============
See accompanying notes to financial statements.
3
NORTHROP GRUMMAN ELECTRONIC SENSORS &
SYSTEMS SECTOR UNION REPRESENTED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------
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 as defined in the Plan, in increments of 1%, on an
after-tax basis, a pre-tax basis, or a combination thereof, subject to
limitations set forth by the Internal Revenue Code of 1986, as amended
(the "1986 Code"). 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
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. 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 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 Income 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 20th Century Ultra Fund -- The American 20th Century Ultra
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
are prorated across all investment funds. 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 at age 70 1/2.
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 of
his or her (i) after-tax contributions and Company matching contributions
for any reason and (ii) rollover contributions for any reason but only
upon the attainment of age 59-1/2 or, if 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 of his or her (i)
after-tax contributions that were not matched by the Company for any
reason and (ii) after-tax contributions that were matched by the Company
only in the case of hardship. A non-vested participant is permitted to
make a withdrawal from his or her pre-tax contributions in the case of
hardship. A non-vested participant is not permitted to make a withdrawal
of Company matching contributions.
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 as determined by State Street Bank
and Trust Company ("State Street" or the Trustee"), 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. Loans
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.
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. Purchases and sales of securities
7
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
The following presents investments that represent 5% or more of the Plan's
net assets, other than the Plan's investment in the Stable Value Fund, as
of December 31:
2003 2002
Janus Income Fund $ 8,079,597 $ 6,262,758
Viacom Inc. common stock $ 6,708,880 $ 6,386,807
Fidelity Growth & Income Portfolio Fund $ 6,688,261
American 20th Century Ultra Fund $ 6,055,109
Scudder Institutional Equity Index $ 5,849,673
During 2003, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year), other than
the Plan's investment in the Stable Value Fund, appreciated in value as
follows:
Mutual funds $5,735,956
Common stock 1,404,012
----------
Net appreciation in fair value of investments $7,139,968
==========
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, 2003 and 2002, the Plan's interests in the net
assets of the Stable Value Fund were 4.0% and 4.6%, respectively.
Investment income and administrative expenses relating to the Stable Value
Fund are allocated among the participating plans on a daily basis.
8
Investments held in the Stable Value Fund are as follows as of
December 31:
2003 2002
Guaranteed and Synthetic Investment Contracts (at contract value) $1,757,340,661 $1,690,110,231
Merrill Lynch Retirement Preservation Trust 353,175,048 --
Cash and cash equivalents 7,241,405 49,488,133
-------------- --------------
Total $2,117,757,114 $1,739,598,364
============== ==============
Investment income of the Stable Value Fund was $85,849,902 for the year
ended December 31, 2003.
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, 2003, no borrowings under this
arrangement were outstanding.
As of December 31, 2003, Stable Value Fund assets of $695,984,508 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 $1,753,314,248 and $1,646,981,826
at December 31, 2003 and 2002, respectively. The fair value of the
underlying assets related to the wrapper contracts totaled $1,834,125,347
and $1,746,621,817 as of December 31, 2003 and 2002, respectively.
The fair value of the non-synthetic guaranteed investment contracts
totaled $4,027,108 and $43,495,206 at December 31, 2003 and 2002,
respectively.
The following information is disclosed for the investment contracts within
the Stable Value Fund as of December 31:
2003 2002
Average yield of assets on December 31 4.68% 5.53%
Average crediting interest rate of assets at December 31 4.68% 5.53%
Average duration 3.16 years 2.58 years
9
F. PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments represent short-term investments managed by State
Street and, therefore, qualify as party-in-interest transactions. No fees
were paid by the Plan to State Street for investment management services
for the years ended December 31, 2003 and 2002, respectively.
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 plan obtained its latest determination letter dated November 6, 2002
in which the Internal Revenue Service determined that the Plan terms at
the time of the determination letter application were in compliance with
applicable sections of the 1986 Code and, therefore, the related trust is
exempt from taxation. The Plan has been amended since receiving the
determination letter. Although the amendments have not yet been filed for
a favorable determination letter, management will make any changes
necessary to maintain the Plans qualified status. However, management
believes that the Plan and related trust are currently designed and
operated in compliance with the applicable requirements of the 1986 Code.
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:
2003 2002
Net assets available for plan benefits, per the financial
statements $ 129,600,975 $ 115,626,664
Less: Amounts allocated to withdrawing participants (43,515) (382,731)
------------- -------------
Net assets per the Form 5500 $ 129,557,460 $ 115,243,933
============= =============
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31,
2003:
Benefits paid to participants per the financial statements $ 8,478,659
Add: Amounts allocated to withdrawing participants at December 31, 2003 43,515
Less: Amounts allocated to withdrawing participants at December 31, 2002 (382,731)
-----------
Benefits paid to participants per the Form 5500 $ 8,139,443
===========
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, 2003
--------------------------------------------------------------------------------
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 $ 85,980,154
Viacom Inc. 151,169 Shares of Common Stock 6,708,880
Janus 344,252 Shares of Participation in the Income Fund 8,079,597
Fidelity 187,714 Shares of Participation in the Growth & Income 6,688,261
Portfolio Funds
American 227,209 Shares of Participation in the 20th Century Ultra Fund 6,055,109
* Northrop Grumman 4,600,704 Shares of Participation in the Loan Fund 4,352,273
* State Street 610,323 Shares of Participation in the Cash/STIF Accounts 610,323
* Northrop Grumman 17,061 Shares of Corporate Stock 1,631,031
Scudder Institutional Funds 46,823 Shares of Participation in the Equity Index 500 5,849,673
JPM 66,013 Shares of Participation in the Institutional 844,966
Diversified Fund
JPM 85,160 Shares of Participation in the Institutional 801,356
International Equity Fund
Scudder Advisor 88,928 Shares of Participation in the Lifecycle Long Range Fund 914,187
Scudder Advisor 66,126 Shares of Participation in the Lifecycle Mid Range Fund 642,743
Scudder Advisor 27,934 Shares of Participation in the Lifecycle Short Range Fund 283,809
------------
$129,442,362
============
* Party-in-interest
11