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 1-2384


A.   Full title of the plan and the address of the plan, if different from that
     of the issuer named below:

                THE TRW EMPLOYEE STOCK OWNERSHIP AND SAVINGS 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.






                              THE TRW EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN


Dated:  June 30, 2003             /s/ J. Michael Hateley
                                  _____________________________________________
                              By  J. Michael Hateley



































THE TRW EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN

TABLE OF CONTENTS
--------------------------------------------------------------------------------

                                                                            Page

REPORT OF INDEPENDENT AUDITORS                                                1

FINANCIAL STATEMENTS:

  Statements of Net Assets Available for Benefits                             2

  Statement of Changes in Net Assets Available for Benefits                   3

  Notes to Financial Statements                                            4-10

Schedule H, Line 4(i) - Schedule of Assets                                11-14

Schedule H, Line 5(j) - Schedule of Reportable Transactions                  15


































                         Report of Independent Auditors


Board of Administration
The TRW Employee Stock Ownership
   and Savings Plan

We have audited the accompanying statements of net assets available for benefits
of The TRW Employee Stock Ownership and Savings Plan as of December 31, 2002 and
2001, and the related  statement of changes in net assets available for 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. 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 benefits of The TRW Employee
Stock  Ownership  and  Savings  Plan as of December  31, 2002 and 2001,  and the
changes in its net assets available for benefits for the year ended December 31,
2002, in conformity with accounting  principles generally accepted in the United
States.

Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying  supplemental  schedules of assets
(held at end of year) as of December 31, 2002 and  reportable  transactions  for
the year then ended,  are presented for purposes of additional  analysis and are
not  a  required  part  of  the  financial   statements  but  are  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.  These  supplemental  schedules  are  the  responsibility  of  the  Plan's
management.  The  supplemental  schedules  have been  subjected  to the auditing
procedures  applied  in our  audits  of the  financial  statements  and,  in our
opinion, are fairly stated in all material respects in relation to the financial
statements taken as a whole.


                                                          /s/ Ernst & Young LLP

Cleveland, Ohio
May 21, 2003

                                                                               1

               The TRW Employee Stock Ownership and Savings Plan

                Statements of Net Assets Available for Benefits

                                                             December 31
                                                        2002             2001
                                                 -------------------------------
ASSETS
Investments:
  TRW Inc. common stock                          $            -   $  803,311,425
  Northrop Grumman Corporation common stock         951,008,588                -
  Guaranteed investment contracts                   559,930,307      513,028,461
  Registered investment companies                   468,660,781      505,785,759
  Common trust funds                                646,837,472      861,475,391
  Self-directed brokerage accounts                   22,629,763       24,810,660
  Participant loans receivable                       51,161,068       57,761,473
                                                 -------------------------------
Total investments                                 2,700,227,979    2,766,173,169
Receivable for investments sold                               -          100,697
Employer contribution receivable                      3,218,975                -
Receivable from other funds                             122,868          714,752
                                                 -------------------------------
Total assets                                      2,703,569,822    2,766,988,618

LIABILITIES
Accrued expenses                                        727,727          356,303
Payable for portfolio shares redeemed                         -          694,434
                                                 -------------------------------
Total liabilities                                       727,727        1,050,737
                                                 -------------------------------
Net assets available for benefits                $2,702,842,095   $2,765,937,881
                                                 ===============================

                                                                               2
See accompanying notes.

               The TRW Employee Stock Ownership and Savings Plan

           Statement of Changes in Net Assets Available for Benefits


                          Year ended December 31, 2002


ADDITIONS
Investment income:
  Dividends                                                     $    53,384,429
  Interest                                                            4,373,219
  Net appreciation in fair value of investments                      16,981,359
                                                                ---------------
Total investment income                                              74,739,007

Contributions:
  Employer                                                           60,989,401
  Employee                                                          168,998,760
  Rollovers                                                           8,458,886
                                                                ---------------
Total contributions                                                 238,447,047

Transfers from other plans                                            2,368,348
                                                                ---------------
Total additions                                                     315,554,402

DEDUCTIONS
Distributions                                                       371,833,591
Participant loans deemed distributions                                5,651,604
Administrative expenses                                               1,164,993
                                                                ---------------
Total deductions                                                    378,650,188
                                                                ---------------

Net decrease                                                        (63,095,786)
Net assets available for benefits at beginning
  of year                                                         2,765,937,881
                                                                ---------------
Net assets available for benefits at end of year                $ 2,702,842,095
                                                                ===============



See accompanying notes.

                                                                               3


              The TRW Employee Stock Ownership and Savings Plan

                          Notes to Financial Statements

                         December 31, 2002 and 2001 and
                          Year ended December 31, 2002


1. Description of the Plan

The following  description of The TRW Employee Stock  Ownership and Savings Plan
(the Plan) provides only general  information.  Participants should refer to the
Plan document for a more complete description of the Plan's provisions. The Plan
is governed by the Internal Revenue Code and related legislation.

The Plan is a qualified  employee  stock  ownership  plan  sponsored by Northrop
Grumman Space and Mission Systems Corp (the "Company"), which was formerly known
as TRW Inc.  (TRW).  The Plan was initially  established  on January 1, 1968 and
amended on January 1, 1987 to constitute a combined  profit sharing and employee
stock ownership plan, and covers  substantially all domestic  employees who have
been  employed for at least three  months.  The Plan's assets are held by Putnam
Investment Company, as Trustee of the Plan.

On December 11, 2002, Northrop Grumman Corporation  (Northrop Grumman) completed
the  purchase of 100% of the common stock of TRW.  Effective  February 28, 2003,
Northrop Grumman sold the Company's automotive business to The Blackstone Group.
Former employees of the Company and certain of its subsidiaries  associated with
the sold automotive  business  terminated their  participation in the Plan as of
that date and will be eligible for a distribution from the Plan.

Participant Contributions

The  Plan  allows  eligible  employees  to  contribute  up to 16% of  qualifying
compensation on a pre-tax basis by way of salary reduction;  such  contributions
are made in  increments  of 1% of  qualifying  compensation  and  cannot  exceed
$11,000 for participants under the age of 50 and $12,000 for participants age 50
or over in 2002. Participants may also elect to contribute, in increments of 1%,
up to 10%  of  qualifying  compensation  on an  after-tax  basis.  The  combined
contribution  cannot exceed 22% of their qualifying  compensation.  Participants
can  make  unlimited   contribution   percentage   changes  per  month.   Annual
contributions  to a  participant's  account  (including  pre-tax,  after-tax and
Company matching  contributions) and to any other defined  contribution plan are
limited  to  the  lesser  of  $40,000  or  100%  of  the  participant's   annual
compensation.

Participants  determine  the  funds  in  which to  invest  their  contributions.
Employee  contributions  may be invested,  in multiples of 1%, in one or more of
the  investment  funds.  Fund  elections  may be changed  at any time.  Employee
contributions  are not  eligible to be invested in the  Northrop  Grumman  Stock
Fund.


                                                                               4


              The TRW Employee Stock Ownership and Savings Plan

                    Notes to Financial Statements (continued)


1. Description of the Plan (continued)

Employer Contributions

The Company contributes to the Plan, out of current or accumulated  earnings, an
amount equal to 100% of each participant's before-tax contributions to a maximum
of 3% of each participant's  qualifying  compensation.  Participants immediately
vest in the TRW matching contributions. Prior to December 11, 2002, all matching
contributions  were  invested in the TRW Stock Fund and were not  eligible to be
transferred, except under special circumstances. As of December 11, 2002, assets
of the TRW Stock Fund were  transferred to the Northrop  Grumman Stock Fund at a
ratio of 0.5357 Northrop Grumman share per TRW share.

After December 11, 2002,  employer  contributions  are allocated by participants
among the investment options offered by the Plan, excluding the Northrop Grumman
Stock Fund.

Withdrawals and Distributions

Upon  termination  of employment,  participants  may elect to receive his or her
account,  less the unpaid  balance  of any loan  outstanding,  in a single  sum,
except a participant  whose account  balance exceeds $5,000 may defer his or her
payments until he or she reaches age 70-1/2.  Participants  receive the value of
their TRW or  Northrop  Grumman  shares in cash  unless  they  elect to  receive
shares.  If a  participant  elects to defer  payment of his or her account,  the
undistributed account balance remains invested in the Plan.

Participants  who have  attained  age 55 as of the end of the  preceding  fiscal
year-end and  participated  in the Plan at least ten years may elect,  within an
election  period during each of the succeeding six  consecutive  plan years,  to
receive a special ESOP distribution or may transfer the applicable amount to one
or more  investment  funds under the Plan. The number of shares eligible for the
annual election is 50% of the total number of shares of TRW or Northrop  Grumman
common stock  attributable to TRW matching  contributions  made after 1986, less
the  equivalent  number of  shares  distributed  as a result  of any prior  ESOP
election, as determined on the preceding December 31.

                                                                               5


              The TRW Employee Stock Ownership and Savings Plan

                    Notes to Financial Statements (continued)


1. Description of the Plan (continued)

Participant Loans

Participants  can borrow from $1,000 to $50,000 (in increments of $100) of their
pre-tax contributions, but such borrowings in the aggregate cannot exceed 50% of
a  participant's  total Plan balance.  The interest rate is fixed (prime rate at
the end of the  last  business  day of the  preceding  quarter  plus 1%) and the
repayment period cannot be less than one year or more than five years.

Other

Although  it has not  expressed  any intent to do so, the Company  reserves  the
right to suspend or terminate the Plan. In the event of termination,  the amount
of each  participant's  account  may be retained in trust for the benefit of the
participant.

The  above   description   of  the  Plan  provides  only  general   information.
Participants  should refer to the Summary Plan  Description,  which is available
from the Plan's  Participant  Service Center and the Plan's website,  and annual
prospectus for a more complete description of the Plan's provisions.

2. Significant Accounting Policies

The financial statements have been prepared on the accrual basis of accounting.

Investments,  other than  guaranteed  investment  contracts,  are stated at fair
value. Investments in common and preferred stock are valued at the last reported
sales price of the stock on the last  business day of the plan year.  The shares
of  registered  investment  companies  are valued at quoted  market  prices that
represent  the  net  asset  values  of  shares  held by the  Plan  at  year-end.
Investments  in common trust funds are valued based on the  redemption  price of
units  owned  by the  Plan,  which is based  on the  current  fair  value of the
underlying  assets  of the  fund.  The  participant  loans  are  valued at their
outstanding balances, which approximate fair value.


                                                                               6

              The TRW Employee Stock Ownership and Savings Plan

                    Notes to Financial Statements (continued)


2. Significant Accounting Policies (continued)

Guaranteed  investment  contracts are stated at contract value,  which represent
contributions  made under the  contract,  plus  income  received  thereon,  less
distributions and administrative  expense payments.  Contract value approximates
fair value.  All  separate  account and  synthetic  contracts  have a guaranteed
return of principal. As of December 31, 2002 and 2001, approximately $49 million
and $43 million  was  invested in general  account  assets,  $70 million and $80
million  in  separate  account  assets,  and $441  million  and $390  million in
investment  contracts  owned  directly by the Plan,  respectively.  The weighted
average yield (excluding  administrative  expenses) for all investment contracts
was 5.54% and 6.39% in 2002 and 2001, respectively.  The crediting interest rate
for all  investment  contracts  was  5.15% at  December  31,  2002 and  6.00% at
December 31, 2001.

The cost of  securities  sold is  determined  by the  average  cost  method  for
purposes of determining realized gains and losses.

The  preparation  of the  financial  statements in  conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

Certain  amounts in the 2001  financial  statements  have been  reclassified  to
conform to the 2002 presentation.

3. Investments

During the year ended  December  31,  2002,  the Plan's  investments  (including
investments  purchased,  sold,  as well as held  during  the  year)  appreciated
(depreciated) in fair value as determined by quoted market prices as follows:

  TRW Inc. common stock                                   $ 311,594,368
  Northrop Grumman Corporation common stock                   6,131,427
  Common trust funds                                       (176,431,959)
  Shares of registered investment companies                (112,954,014)
  Brokerage account                                         (11,358,463)
                                                          -------------
  Net appreciation                                        $  16,981,359
                                                          =============

                                                                               7

              The TRW Employee Stock Ownership and Savings Plan

                    Notes to Financial Statements (continued)


3. Investments (continued)

The self-directed  brokerage  account  investments are held in the Harris Direct
(formerly  CSFB Direct)  Securities  Account.  As of December  31,  2002,  these
investments consisted of $16,014,323 of stocks--common and preferred, $6,007,294
of shares of registered investment companies, and $608,146 of bonds and notes.

The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:

                                                         December 31
                                                    2002             2001
                                              ------------------------------

  TRW Inc. common stock*                                       $ 803,311,425
  Northrop Grumman Corporation common
     stock*                                   $ 951,008,588
  Putnam S&P 500 Index Fund (TRW)               503,680,544      687,506,657
  PIMCO Total Return Fund                       142,457,358
  Putnam Small Company Equity Portfolio
    Fund (TRW)                                                   140,856,954

   * Nonparticipant-directed

4. Nonparticipant-Directed Investments

The TRW and Northrop  Grumman Stock Funds contain  participant  account balances
related   to   the   TRW    matching    contribution    which   is    considered
nonparticipant-directed.

                                                                               8

              The TRW Employee Stock Ownership and Savings Plan

                    Notes to Financial Statements (continued)


4. Nonparticipant-Directed Investments (continued)

The following  represents the net assets and the  significant  components of the
changes in net assets for nonparticipant-directed investments:

                                                         December 31
                                                    2002             2001
                                              ------------------------------

  Net assets:
    Assets:
     Northrop Grumman Corporation
       common stock                           $ 648,757,923    $           -
     TRW Inc. common stock                                -      483,816,936
    Liability:
     Accrued expenses                               153,348           18,862
                                             -------------------------------
                                              $ 648,604,575    $ 483,798,074
                                             ===============================

                                                                Year ended
                                                                December 31,
                                                                    2002
                                                              ----------------
  Changes in net assets:
    Additions:
     Employer contributions                                    $  53,563,840
     Dividends                                                     8,892,423
     Net appreciation in fair value of common stock              195,605,682
                                                               -------------
                                                                 258,061,945

    Deductions:
     Distributions                                                83,903,808
     Administrative expenses                                         386,250
     Transfers to participant directed funds                       8,965,386
                                                               -------------
                                                                  93,255,444
                                                               -------------
                                                               $ 164,806,501
                                                               =============

                                                                               9

              The TRW Employee Stock Ownership and Savings Plan

                    Notes to Financial Statements (continued)


5. Administrative Expenses

Generally,  trustee and custodian fees, investment manager fees, brokerage fees,
certain  plan   administration   costs  incurred  by  the  Company,   and  other
fund-related  expenses  are charged back to the funds for which the expenses are
incurred.  The  charges  to audit  the  Plan,  the  administrative  expenses  of
operating the Plan,  and any other charges that cannot be directly  related to a
specific  fund  will be  charged  back to the  funds  on a  quarterly  basis  in
proportion  to the ratio of the net asset value of each fund to the value of all
funds invested in the Plan as of the previous quarter-end.

6. Federal Income Tax Status of the Plan

The Plan has received a determination  letter from the Internal  Revenue Service
dated August 21, 2002,  stating that the Plan is qualified  under Section 401(a)
of the Internal  Revenue Code (the Code) and,  therefore,  the related  trust is
exempt from taxation.  Subsequent to this issuance of the determined letter, the
Plan was amended. Once qualified,  the Plan is required to operate in conformity
with the Code to maintain its qualification. The Plan Administrator believes the
Plan is being  operated in compliance  with the applicable  requirements  of the
Code and,  therefore,  believes that the Plan, as amended,  is qualified and the
related trust is tax exempt.

7. Transactions with Parties-in-Interest

Party-in-interest  transactions  include the  purchase  and sale of  investments
managed by the Plan's Trustee, Putnam Investments;  any transactions with TRW or
Northrop  Grumman  common  stock,  and  payments to the Company for certain plan
administrative costs.

Putnam Investments managed assets of the Plan of $813,847,501 and $1,054,745,176
as of December  31, 2002 and 2001,  respectively.  No trustee  fees were paid to
Putnam in 2002. During 2002, the Plan received  $12,422,534 in dividends related
to investments in TRW common stock.

8. Transfer of Assets from Other Plans

During  2002,  assets  from the  401(k)  plans  associated  with the  Network  6
acquisition  by TRW Systems in 2001,  were merged into the Plan. The transfer of
assets of  $2,368,348 is shown on the  financial  statements  as "Transfer  from
Other Plan."


                                                                              10



                 The TRW Employee Stock Ownership and Savings Plan

                      EIN:  34-0575430      Plan Number:  027

                    Schedule H, Line 4(i)-Schedule of Assets
                             (Held at End of Year)

                               December 31, 2002


                                                   Number of                    Current
                    Description                     Shares        Cost**         Value
------------------------------------------------------------------------------------------
                                                                    
   Common Stock
*  Northrop Grumman Corporation Common Stock      9,804,212  $ 946,106,458   $ 951,008,588

   Guaranteed Investment Contracts
   Security Backed Investments:
      INVESCO Group Trust
          Beta Fund-INVESCO:
              Continental Assurance Co., Contract
                 63005575, due December 15, 2020, 6.01%                          6,645,225

         Gamma Fund-INVESCO:
              JPMorgan Chase Bank, Contract
                401743-G, 5.77%, set annually                                   20,400,765

        Theta Fund-PIMCO:
            JPMorgan Chase Bank, Contract
               ATRW-TH, 6.93%, set annually                                     72,239,862

        Kappa Fund-Putnam:
          Bank of America NT & SA, Contract
              02-028, 5.87%, set annually                                       29,271,482

   Omicron Fund-INVESCO:
   Caisse des Depots (CDC), Contract
   1115-01, 2.11%, set annually                                                 11,091,070

   Intermediate Government Fund-INVESCO:
   State Street Bank & Trust, Contract
   102059, 3.14%, set annually                                                  10,100,452

   High Quality Structured Securities-INVESCO:
   Allstate Life Ins. Co., Contract
       77182, 4.32%, set annually                                              115,427,201

                                                                              11


                 The TRW Employee Stock Ownership and Savings Plan

                      EIN:  34-0575430      Plan Number:  027

                    Schedule H, Line 4(i)-Schedule of Assets
                        (Held at End of Year) (Continued)
  

                                                   Number of                    Current
                    Description                     Shares        Cost**         Value
------------------------------------------------------------------------------------------
                                                                    
   Guaranteed Investment Contracts (continued)
   Short Term Bond Fund-INVESCO:
   State Street Bank & Trust, Contract
       102,070, 1.99%, set annually                                               31,036,102
                                                                               -------------
                                                                                 296,212,159
   Separate Accounts:
   ING Life Ins. & Ann. Co.:
   Contract 14612, 5.45%, set annually                                            34,387,141

       John Hancock Mutual Life:
       Contract 8712, due June 30, 2003, 6.60%                                     2,400,420
       Contract 7441, 7.24%, set annually                                         33,493,293
                                                                               -------------
                                                                                  70,280,854
   Synthetics:
      Monumental Life Ins. Co.:
      Contract 00090TR, 6.35%, set annually                                       36,867,463

      Rabobank Nederland:
      Contract TRW090001, 4.88%, set annually                                     45,128,145

      State Street Bank & Trust:
      Contract 98149, 6.22%, set annually                                         22,429,288

      UBS AG
      Contract 5086, 5.59%, set annually                                          39,522,548
                                                                               -------------
                                                                                 143,947,444
   General Account Investments:
   Fixed Rate & Fixed Term:
   GE Life & Annuity Asr Co.
   Contract GS-3534, due March 29, 2004,  5.43%                                    8,784,833
   Metropolitan Life Ins. Co.
   Contract 25814, due February 18, 2003,  5.74%                                   7,765,864

                                                                              12


                 The TRW Employee Stock Ownership and Savings Plan

                      EIN:  34-0575430      Plan Number:  027

                    Schedule H, Line 4(i)-Schedule of Assets
                        (Held at End of Year) (Continued)
  

                                                   Number of                    Current
                    Description                     Shares        Cost**         Value
------------------------------------------------------------------------------------------
                                                                    
   Guaranteed Investment Contracts (continued)
   General Account Investments:
   Fixed Rate & Fixed Term:
   Monumental Life Ins. Co.
   Contract MDA263FR, due September 6, 2005,  5.51%                                5,363,831
   Travelers Ins. Companies
   Contract GR-18404, due September 26, 2005,  3.26%                               5,044,139
                                                                             ---------------
                                                                                  26,958,667
   Variable Rate & Fixed Term:
   John Hancock Mutual Life:
   Contract 14909GAC, due May 1, 2003, 2.15%                                       6,021,338

   Cash & equivalents:
*      Putnam Fiduciary Trust, Contract
       100232, due January 1, 2003 1.37%                                          16,509,845
                                                                             ---------------
   Total Guaranteed Investment Contracts                                         559,930,307

   Common Trust Funds
*  Putnam S&P 500 Index Fund (TRW)                                               503,680,544
*  Putnam Small Company Equity Portfolio Fund (TRW)                              112,095,171
   Alliance Bernstein Strategic Bank Collective Trust                              1,179,477
*  Putnam Bond Index Fund                                                         29,882,280
                                                                             ---------------
                                                                                 646,837,472
   Shares of Registered Investment Companies
   PBHG Emerging Growth Fund                                                      36,062,924
   Bernstein International Value Portfolio II                                     23,464,119
*  Putnam Investors Fund                                                          90,276,321
   PIMCO Total Return Fund                                                       142,457,358
*  Putnam International Growth Fund                                               26,379,789
*  Putnam Vista Fund                                                              26,544,144
   Fidelity Magellan Fund                                                        105,549,927
   Alliance Bernstein Small-Cap Value Fund                                         1,806,635
   Ariel Appreciation Fund                                                         3,844,058
   Lord Abbett Mid-Cap Value Fund                                                  3,796,099
*  Putnam Voyager Fund                                                             1,267,436
*  Putnam Money Market Fund                                                        7,211,971
                                                                             ---------------
                                                                                 468,660,781


                                                                              13


                 The TRW Employee Stock Ownership and Savings Plan

                      EIN:  34-0575430      Plan Number:  027

                    Schedule H, Line 4(i)-Schedule of Assets
                        (Held at End of Year) (Continued)
  

                                                   Number of                    Current
                    Description                     Shares        Cost**         Value
------------------------------------------------------------------------------------------
                                                                    

   Harris Direct Securities Brokerage Account                                     22,629,763

*  Participant Loans                               At interest rates
                                                   ranging from 5.25%
                                                    to 11.5%                      51,161,068
                                                                             ---------------
   Total assets held                                                         $ 2,700,227,979
                                                                             ===============

*  Indicates party-in-interest.
** Cost presented for nonparticipant-directed investments only.































                                                                              14


                 The TRW Employee Stock Ownership and Savings Plan

                      EIN:  34-0575430      Plan Number:  027

            Schedule H, Line 4(j)-Schedule of Reportable Transactions

                          Year ended December 31, 2002



                                                                                                     Current
                                                                                                    Value of
                                                                                                    Asset on
                                         Purchase            Selling            Cost of            Transaction            Net Gain
       Description of Assets               Price              Price              Asset                Date                or (Loss)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Category (i)-Single transactions in excess of 5 percent of plan assets

TRW Inc. Common Stock                                       $ 950,960,238        $ 731,935,259       $ 950,960,238     $ 219,024,979

Northrop Grumman Corporation
Common Stock                              $ 949,952,776                            949,952,776         949,952,776                 -

Category (iii)-Series of transactions in excess of 5 percent of plan assets

TRW Inc. Common Stock                       154,032,118                            154,032,118         154,032,118                 -
                                                            1,268,937,904          982,110,195       1,268,937,904       286,827,709

Northrop Grumman Corporation
Common Stock                                950,370,999                            950,370,999         950,370,999                 -
                                                                5,493,837            4,301,056           5,493,837         1,192,781


There were no category (ii) or (iv) reportable transactions for the year ended December 31, 2002.
















                                                                              15

                                 EXHIBIT INDEX


Exhibit No.            Document
-----------            --------

23                     Consent of Independent Auditors

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