SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 11-K



(Mark One)
      (X)   ANNUAL REPORT  PURSUANT TO SECTION 15(d) OF THE SECURITIES  EXCHANGE
            ACT OF 1934

            For the fiscal year ended December 31, 2002

                                       OR

      ( )   TRANSITION  REPORT  PURSUANT TO SECTION  15(d) OF THE  SECURITIES
            EXCHANGE ACT OF 1934

            For the transition period from __________ to __________


                         Commission file number: 1-12385



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

              NORTHROP GRUMMAN ELECTRONIC SENSORS & SYSTEMS SECTOR
             UNION REPRESENTED EMPLOYEES SAVINGS AND INVESTMENT PLAN



      B.    Name of issuer of the  securities  held pursuant to the plan and the
            address of its principal executive office:

                          NORTHROP GRUMMAN CORPORATION
                             1840 Century Park East
                          Los Angeles, California 90067
















                                   SIGNATURES




         Pursuant to the requirements of the Securities and Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.



                        NORTHROP GRUMMAN ELECTRONIC SENSORS & SYSTEMS SECTOR
                        UNION REPRESENTED EMPLOYEES SAVINGS AND INVESTMENT PLAN






Dated:  June 30, 2003        /s/ J. Michael Hateley
                             _____________________________________
                        By   J. Michael Hateley
                             Chairman, Administrative Committee

























NORTHROP GRUMMAN ELECTRONIC SENSORS &
SYSTEMS SECTOR UNION REPRESENTED EMPLOYEES
SAVINGS AND INVESTMENT PLAN

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


                                                                           Page

INDEPENDENT AUDITORS' REPORT                                                  1

FINANCIAL STATEMENTS:

   Statements of Net Assets Available for Plan Benefits
     as of December 31, 2002 and 2001                                         2

   Statement of Changes in Net Assets Available for Plan Benefits
     for the Year Ended December 31, 2002                                     3

   Notes to Financial Statements                                           4-10

SUPPLEMENTAL SCHEDULE--Form 5500, Schedule H, Part IV, Line 4i
   Schedule of Assets (Held at End of Year) as of December 31, 2002          11









INDEPENDENT AUDITORS' REPORT

Administrative Committee
Northrop Grumman Electronic Sensors & Systems Sector
Union Represented Employees Savings and Investment Plan

We have audited the  accompanying  statements  of net assets  available for plan
benefits of the  Northrop  Grumman  Electronic  Sensors & Systems  Sector  Union
Represented  Employees  Savings and Investment  Plan (the "Plan") as of December
31, 2002 and 2001 and the related  statement of changes in net assets  available
for  plan  benefits  for the year  ended  December  31,  2002.  These  financial
statements are the responsibility of the Plan's  management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the net assets available for plan benefits as of December
31, 2002 and 2001 and the changes in net assets  available for plan benefits for
the year ended  December 31, 2002,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of  year)  as of  December  31,  2002 is  presented  for the  purpose  of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security  Act of  1974.  This  schedule  is  the  responsibility  of the  Plan's
management.  Such  supplemental  schedule  has been  subjected  to the  auditing
procedures  applied in the audit of the basic 2002 financial  statements and, in
our  opinion,  is fairly  stated in all material  respects  when  considered  in
relation to the basic financial statements taken as a whole.







June 26, 2002
Los Angeles, CA



NORTHROP GRUMMAN ELECTRONIC SENSORS &
SYSTEMS SECTOR UNION REPRESENTED EMPLOYEES
SAVINGS AND INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------


                                                  2002           2001

ASSETS:
  Investments (Notes B, C, D and E)           $115,307,584   $115,594,673
                                              ------------   ------------
  Receivables:
    Employer contributions                          45,613         41,398
    Participant contributions                      184,735        168,388
    Accrued investment income                      128,515          3,200
                                              ------------   ------------
           Total receivables                       358,863        212,986
                                              ------------   ------------
           Total assets                        115,666,447    115,807,659

LIABILITIES-Accrued administrative expenses         39,783         19,640
                                              ------------   ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS        $115,626,664   $115,788,019
                                              ============   ============


See notes to financial statements





                                      -2-


NORTHROP GRUMMAN ELECTRONIC SENSORS &
SYSTEMS SECTOR UNION REPRESENTED EMPLOYEES
SAVINGS AND INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 2002
----------------------------------------------------------------------------------------------

                                                                                 
INVESTMENT (LOSS) INCOME:

  Net depreciation in fair value of investments (Notes B and C)           $  (8,330,357)
  Plan interest in Northrop Grumman Stable Value Fund investment income
     (Notes B, C, D and E)                                                    4,349,368
  Dividends                                                                     241,202
  Interest and other income                                                     129,916
                                                                          -------------
           Total investment loss                                             (3,609,871)
                                                                          -------------
CONTRIBUTIONS:
  Employer                                                                    2,486,016
  Participant                                                                 8,129,868
                                                                          -------------
           Total contributions                                               10,615,884
                                                                          -------------
DEDUCTIONS:
  Benefits paid to participants (Note B)                                      7,127,840
  Administrative expenses                                                        39,528
                                                                          -------------
          Total deductions                                                    7,167,368
                                                                          -------------
NET DECREASE                                                                   (161,355)

NET ASSETS AVAILABLE FOR PLAN BENEFITS:
  Beginning of year                                                         115,788,019
                                                                          -------------
  End of year                                                             $ 115,626,664
                                                                          =============

See notes to financial statements.



                                      -3-


NORTHROP GRUMMAN ELECTRONIC SENSORS &
SYSTEMS SECTOR UNION REPRESENTED EMPLOYEES
SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------


A.    DESCRIPTION OF THE PLAN

      The following  description of the Northrop  Grumman  Electronic  Sensors &
      Systems Sector Union  Represented  Employees  Savings and Investment  Plan
      (the "Plan") provides only general information.  Participants should refer
      to  the  Plan  document  for a more  complete  description  of the  Plan's
      provisions.

      General--The  Plan  is  a  qualified  profit-sharing  and  employee  stock
      ownership  plan  sponsored by the  Electronic  Systems  Sector of Northrop
      Grumman  Corporation  (the  "Company").  The Plan  covers  all  Electronic
      Systems Sector union represented employees of the Company who are citizens
      of the United States of America or resident  aliens and are not covered by
      another plan. It is subject to the  provisions of the Employee  Retirement
      Income Security Act of 1974, as amended ("ERISA").

      The Plan,  formerly named Northrop  Grumman  Electronic  Sensors & Systems
      Sector Savings and Investment  Plan (the "ESSS Plan"),  was established by
      the  Company as a  successor  to the  Westinghouse  Savings  Program  (the
      "Westinghouse  Plan"),  maintained by  Westinghouse  Electric  Corporation
      ("Westinghouse")  for the benefit of  employees  who were  employed by the
      Westinghouse  Electronic  Systems Group as of February 29, 1996 and became
      employees  of the  Company as of March 1, 1996,  and any other  subsequent
      eligible employees of the Company.

      The  ESSS  Plan  included  assets  for  both  the   union-represented  and
      non-represented participants through March 31, 2000. On April 1, 2000, the
      ESSS Plan's name was changed to the Northrop Grumman  Electronic Sensors &
      Systems Sector Union  Represented  Employees  Savings and Investment Plan,
      and the  Plan  documents  were  amended  accordingly.  Assets  related  to
      non-represented  participant  accounts  were  transferred  to another plan
      sponsored by the Company.

      Contributions--Plan  participants  may  contribute  between  2% and 20% of
      eligible  compensation,  in  increments  of 1%, on an after-tax  basis,  a
      pre-tax basis, or a combination  thereof.  Each pay period, or weekly, for
      each  dollar a  participant  contributes,  the  Company  makes a  matching
      contribution of $0.50, subject to a maximum Company matching  contribution
      of 3% of eligible compensation for that pay period.

      A  participant,  other than a terminated  participant,  who has received a
      rollover  distribution  from a qualified  defined  contribution  plan or a
      distribution from an Individual Retirement Account, may elect to roll over
      not more  than  the  cash  value  of the  distribution,  less  any  amount
      attributable to the participant's after-tax  contributions,  to his or her
      Standard  Account  within 60 days of  receipt  of such  distribution.  The
      participant  may elect to invest any amount rolled over or  transferred to
      the Plan in any of the investment options available in increments of 1%.

                                      -4-


      Participant   Accounts--A   separate   account  is  maintained   for  each
      participant.  Each  separate  account  has three  sub-accounts.  After-tax
      contributions  are allocated to the participant's  Standard  Account,  and
      pre-tax  contributions  are  allocated to the  participant's  Tax-Deferred
      Account. Company matching contributions are allocated to the participant's
      Company  Matching  Contribution  Account.  Assets of the trust are  valued
      daily and take into  account  earnings  and losses of the trust along with
      appreciation or depreciation, expenses, and distributions.

      Vesting--Plan  participants are 100% vested in, and have a non-forfeitable
      right to, the balance of their Standard and  Tax-Deferred  Accounts at all
      times.  Plan  participants  as of  March  1,  1996  who had a 100%  vested
      interest in their accounts under the Westinghouse  Plan as of February 29,
      1996 were 100% vested in their Company Matching  Contribution  Accounts as
      of March 1, 1996. All other Plan participants who were not fully vested as
      of March 1, 1996 in their Company Matching  Contribution Accounts were not
      vested in any  portion of their  Company  Matching  Contribution  Accounts
      until they had accrued  five years of  service,  at which time they became
      100% vested in and had a  non-forfeitable  right to their Company Matching
      Contribution Accounts.  Company Matching Contribution Accounts become 100%
      vested upon retirement or death.

      Investment  Options--Upon  enrollment in the Plan,  each  participant  may
      direct that his or her accounts,  in 1% increments,  be invested in any of
      the following 11 investment funds:

         Janus Fund--The  Janus Fund invests in the equity  securities of large,
         well-established  companies  located  in both  the  United  States  and
         abroad, with an objective of growth of capital.

         Fidelity Growth & Income Portfolio  Fund--The  Fidelity Growth & Income
         Portfolio  Fund invests in a  combination  of common  stock,  preferred
         stock and both foreign and domestic bonds. Its objectives are long-term
         capital growth, current income and growth of income.

         American  Century  Ultra  Investors  Fund--The  American  Century Ultra
         Investors  Fund  invests in small to medium sized  companies,  with the
         objective of achieving capital growth over the long term.

         JPM Institutional  Diversified Fund--The JPM Institutional  Diversified
         Fund  invests  in  equity  securities  of  international  and  domestic
         companies,  both  large  and  small.  It will  also  include  a smaller
         allocation   of   bonds,   including   high-grade   corporate   issues,
         mortgage-related  securities,  U.S.  government and agency instruments,
         and private placements.

         JPM  Institutional  International  Equity  Fund--The JPM  Institutional
         International  Equity Fund  invests in equity  securities  of companies
         located  in  foreign,   developed  countries,  with  the  objective  of
         long-term capital growth.

         Investment  Lifecycle Short Range Fund--The  Investment Lifecycle Short
         Range Fund invests in a majority of bonds with smaller  allocations  of
         cash  investments and stocks,  with the objective of providing  current
         income and some growth potential.

         Investment Lifecycle Mid Range Fund--The Investment Lifecycle Mid Range
         Fund  invests  in an asset mix  consisting  of  stocks,  bonds and cash
         investments,  with the objective of providing current income and growth
         potential over the long term.

                                      -5-


         Investment  Lifecycle Long Range  Fund--The  Investment  Lifecycle Long
         Range Fund invests in an asset mix  consisting  of a majority of stocks
         with  smaller  allocations  of  bonds  and cash  investments,  with the
         objective  of  providing  high  total  return in the form of growth and
         income.

         Investment  Large Cap Equity  (Equity 500) Index  Fund--The  Investment
         Large Cap Equity (Equity 500) Index Fund invests in a  well-diversified
         portfolio of stocks,  as defined by an  established  market index.  The
         objective of this fund is to provide the price and yield performance of
         the S&P 500.

         Stable Value  Fund--The Plan holds an interest in the Northrop  Grumman
         Stable Value Fund (the "Stable Value Fund"; see Note D). Investments of
         the Stable Value Fund are diversified among U.S. government  securities
         and obligations of government agencies,  bonds, short-term investments,
         cash and contracts issued by insurance  companies and banks. The Stable
         Value Fund is managed by an independent professional investment manager
         appointed by the Plan's Investment Committee.

         Northrop Grumman  Fund--The  Northrop Grumman Fund invests primarily in
         Northrop Grumman Corporation common stock.

      The  Viacom  Incorporated  Common  Stock  Fund  was  transferred  from the
      Westinghouse  Plan.  This fund was frozen,  and no employee  contributions
      have been allowed since the transfer.

      Participant  Loans--Participants  may borrow  from  their Plan  accounts a
      minimum of $1,000,  in $100  increments,  equal to the lesser of  $50,000,
      reduced by the highest  outstanding  loan balance  during the preceding 12
      months,  or 50% of their account balance.  A participant may not have more
      than two  outstanding  loans at any given time. Loan transfers are treated
      as a transfer to (from) the investment fund from (to) the loan fund. Loans
      may be prorated across all investment  funds or directed  against specific
      funds based on the participant's request. Loans are secured by the balance
      in the  participant's  account and bear  interest  determined  at the Plan
      trustee's  prime  interest  rate on the  close  of  business  on the  last
      business day of the preceding  calendar month plus 1%. Repayments are made
      from payroll deductions over a period of 12 to 60 months.

      Payment of  Benefits--On  termination  of  service  due to  retirement,  a
      participant  may elect to receive a lump-sum  amount equal to the value of
      the  participant's  vested  interest in his or her account,  or monthly or
      annual installments,  the amount of which is determined by the participant
      at retirement. A retired participant may cancel or change such election at
      any time, and may also elect a partial  distribution.  For  termination of
      service due to other reasons,  a participant  may receive the value of the
      vested interest in his or her account as a lump-sum  amount,  or leave his
      or her vested  account in the Plan if he or she has not yet reached normal
      retirement  age;  however,  amounts must be withdrawn in a lump sum by the
      terminated participant's normal retirement age.

      Death  benefits for active  participants  are to be paid to the designated
      beneficiary in a lump sum, or, if the  designated  beneficiary is also the
      surviving  spouse,  he or she may elect to leave the vested balance in the
      Plan  and be  treated  as the  retired  participant.  Death  benefits  for
      terminated employees are paid in a lump sum to the designated beneficiary.

                                      -6-


      Withdrawals--A  vested  participant  is permitted to make a withdrawal for
      any  reason  from  his or her  Standard  or  Matching  Account.  A  vested
      participant  is permitted to make a withdrawal  for any reason from his or
      her  Tax-Deferred  Account upon the attainment of age 59-1/2,  or prior to
      the  attainment of age 59-1/2 in the case of hardship (as described in the
      Plan document). A non-vested participant is permitted to make a withdrawal
      for any reason  from the  portion of his or her  Standard  Account,  which
      represents  contributions  that were not matched by  contributions  in the
      Matching  Account.  A  non-vested  participant  is  permitted  to  make  a
      withdrawal  from  that  portion  of  his or her  Standard  Account,  which
      represents  contributions  that  were  matched  by  contributions  in  the
      Matching Account only in the case of hardship. A non-vested participant is
      permitted to make a withdrawal from his or her Tax-Deferred Account in the
      case of hardship.  A  non-vested  participant  is not  permitted to make a
      withdrawal from the Matching Account.

B.    SUMMARY OF ACCOUNTING POLICIES

      Basis of  Accounting--The  accompanying  financial  statements  have  been
      prepared in accordance with accounting  principles  generally  accepted in
      the United States of America.

      Use of  Estimates--The  preparation of financial  statements in conformity
      with  accounting  principles  generally  accepted in the United  States of
      America requires  management to make estimates and assumptions that affect
      the  reported  amounts of assets,  liabilities  and changes  therein,  and
      disclosure  of contingent  assets and  liabilities.  Actual  results could
      differ from those estimates.

      Risk and  Uncertainties--The  Plan invests in various securities including
      U.S.  government  securities,  corporate  debt  instruments  and corporate
      stocks. Investment securities, in general, are normally exposed to various
      risks, such as interest rate, credit and overall market volatility. Due to
      the ongoing level of risk associated with investment  securities,  changes
      in the values of  investment  securities  may occur in the near term which
      could  materially  affect the amounts  reported in the  statements  of net
      assets available for plan benefits.

      Investment   Valuation  and  Income   Recognition--In   the   accompanying
      statements  of  net  assets  available  for  plan  benefits,   the  Plan's
      investments are stated at fair value, except for the investment  contracts
      with  insurance  companies  included in the Stable  Value Fund,  which are
      stated at contract  value (see Note E).  Quoted  market prices are used to
      determine  the  fair  value  of the  investments.  Notes  receivable  from
      participants are valued at cost, which approximates fair value.

      Securities  are valued at their  market  values based on  information  and
      financial  publications of general circulation,  statistical and valuation
      services, records of security exchanges,  appraisals by qualified persons,
      transactions  and bona fide offers in assets of the type in  question  and
      other information customarily used in the valuation of assets or if market
      values are not available,  at their fair values as provided to the Trustee
      by the party with authority to trade such securities (investment managers,
      the  Investment  Committee,  or,  in  the  case  of  participant  directed
      brokerage accounts, the participant's broker, as applicable).  The Trustee
      relies  on the  prices  provided  by  pricing  sources  or the  investment
      managers,  Investment Committee or participant's broker as a certification
      as to value in performing any valuations or  calculations  required of the
      Trustee under this contract.

      All  securities  and cash or cash  equivalents  are  quoted  in the  local
      currency and then converted into US dollars using the appropriate exchange
      rate obtained by the Trustee.

                                      -7-


      Purchases  and sales of  securities  are recorded on a  trade-date  basis.
      Interest  income is recorded on the accrual basis.  Dividends are recorded
      on the ex-dividend date.

      Broker commissions, transfer taxes and other charges and expenses incurred
      in connection with the purchase,  sale or other  disposition of securities
      or  other  investments  held by the  Plan  are  added  to the  cost of the
      securities or other  investments  or are deducted from the proceeds of the
      sale or other disposition  thereof, as appropriate.  Taxes (if any) on the
      assets  of the  funds,  or on any  gain  resulting  from the sale or other
      disposition  of  such  assets,  or on  the  earnings  of  the  funds,  are
      apportioned among the participants and former  participants (if any) whose
      interests  in  the  Plan  are  affected,  and  the  share  of  such  taxes
      apportioned  to each  person is charged  against his or her account in the
      Plan.

      Payment of Benefits--Benefits are recorded when paid.

C.    INVESTMENTS


                                                                                          2002                2001
                                                                                          ----                ----
      The following presents investments that represent 5% or more of the Plan's
      net assets as of December 31:
                                                                                                    
        Janus Fund, 351,445 and 346,591 shares, respectively                           $ 6,262,758        $ 8,526,129

        Fidelity Growth & Income Portfolio Fund, 158,262 shares                                             5,915,835

        American Century Ultra Investor Fund, 212,274 shares                                                5,867,259

        Viacom Incorporated common stock, 156,693 and
          194,621 shares, respectively                                                   6,386,807          8,592,517

        Plan Interest in the Northrop Grumman Stable Value
          Fund                                                                          81,214,242         72,755,435


      During  2002,  the  Plan's  investments,  including  gains  and  losses on
      investments bought and sold, as well as held during the year,  appreciated
      (depreciated) in value as follows:


                                                                                                        
        Mutual funds                                                                                          $ (7,792,345)
        Common stock                                                                                              (538,012)
                                                                                                              ------------
        Net depreciation in fair value of investments                                                           (8,330,357)
        Plan interest in Northrop Grumman Stable Value Fund
          investment income                                                                                      4,349,368
                                                                                                              ------------
        Net depreciation                                                                                      $ (3,980,989)
                                                                                                              ============

D.    INTEREST IN NORTHROP GRUMMAN STABLE VALUE FUND

      A portion of the Plan's  investments  includes amounts in the Stable Value
      Fund,  which was  established for the investment of assets of the Plan and
      two other Northrop  Grumman  Corporation  sponsored  savings  plans.  Each
      participating  savings plan has an undivided  interest in the Stable Value
      Fund.  At December  31,  2002 and 2001,  the Plan's  interests  in the net
      assets of the Stable Value Fund were  approximately  5%. Investment income
      and  administrative  expenses  relating  to  the  Stable  Value  Fund  are
      allocated among the participating plans on a daily basis.

                                      -8-


      The Plan has an  arrangement  with the  investment  manager  of the Stable
      Value  Fund  whereby  the  investment  manager  has the  ability to borrow
      amounts from third parties to satisfy  liquidity needs of the Stable Value
      Fund,  if necessary.  As of December 31, 2002,  no  borrowings  under this
      arrangement were outstanding.

      Investments  held in the Stable  Value Fund are as follows as of  December
       31:


                                                                           2002                       2001
                                                                                         
        Guaranteed and Synthetic Investment Contracts
          (at contract value)                                        $ 1,690,110,231           $ 1,330,767,485
        Northrop Retirement Savings Temporary
          Investment Fund                                                 49,488,133                44,101,075
                                                                     ---------------           ---------------
        Total                                                        $ 1,739,598,364           $ 1,374,868,560
                                                                     ===============           ===============


      Investment  income of the Stable Value Fund was  $84,068,657  for the year
      ended December 31, 2002.

      As of December 31, 2002,  Stable Value Fund assets of $28,220,399  were on
      loan to third party  borrowers  under security  lending  agreements.  Such
      assets could be subject to sale restrictions in the event security lending
      agreements are terminated and the securities have not been returned to the
      Plan.

E.    INVESTMENT CONTRACTS WITH INSURANCE COMPANIES

      All  investment  contracts held by the Stable Value Fund are considered to
      be fully  benefit-responsive and are therefore recorded at contract value.
      Contract  value  represents  contributions  made under the contract,  plus
      interest  at  the  contract  rate,  less  withdrawals  and  administrative
      expenses.

      The  Stable  Value  Fund holds  wrapper  contracts  in order to manage the
      market  risk and return of  certain  securities  held by the Stable  Value
      Fund.   The   wrapper   contracts    generally   modify   the   investment
      characteristics  of  certain  underlying  securities  similar  to those of
      guaranteed  investment  contracts.  Each wrapper  contract and its related
      underlying  assets are  referred  to as a  Synthetic  Investment  Contract
      ("SIC") and is recorded  at  contract  value.  The SICs held by the Stable
      Value Fund had a contract value totaling $1,646,981,826 and $1,286,790,463
      at  December  31,  2002 and  2001,  respectively.  The  fair  value of the
      underlying assets related to the wrapper contracts totaled  $1,207,120,225
      and $1,334,137,163 as of December 31, 2002 and 2001, respectively.

      The  fair  value  of the  non-synthetic  guaranteed  investment  contracts
      totaled  $48,732,748  and  $45,670,508  at  December  31,  2002 and  2001,
      respectively.

      The following information is disclosed for the investment contracts within
      the Stable Value Fund as of December 31:


                                                                                 2002         2001
                                                                                  
        Average yield of assets on December 31                                   5.53 %    6.30 %
        Average crediting interest rate of assets at December 31                 5.53 %    6.30 %
        Average duration                                                    2.58 years   3.32 years


                                      -9-


F.    PARTY-IN-INTEREST TRANSACTIONS

      Certain Plan investments represent short-term investments managed by State
      Street. State Street is the trustee as defined by the Plan, and therefore,
      these transactions qualify as party-in-interest transactions. Fees paid by
      the Plan for the  investment  management  services were $0 and $34,461 for
      the  years  ended  December  31,  2002  and  2001,  respectively.  In Plan
      management's  opinion,  fees paid during the year for services rendered by
      parties-in-interest  were based upon  customary and  reasonable  rates for
      such services.

G.    PLAN TERMINATION

      Although  it has not  expressed  any intent to do so, the  Company has the
      right under the Plan to discontinue its  contributions  at any time and to
      terminate the Plan subject to the provisions of ERISA. In the event of the
      Plan's  termination,   participants  will  become  100%  vested  in  their
      accounts.

H.    FEDERAL INCOME TAX STATUS

      The Internal  Revenue Service has determined and informed the Company by a
      letter dated November 6, 2002 that the Plan, as amended, and related trust
      were  designed  in  accordance  with the  applicable  requirements  of the
      Internal Revenue Code (the "IRC").  The Plan  administrator and the Plan's
      counsel  believe  that the Plan is  currently  designed  and  operated  in
      compliance  with the applicable  requirements  of the IRC and the Plan and
      related  trust  continue to be tax exempt.  Therefore,  no  provision  for
      income taxes has been included in the Plan's financial statements.

I.    RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

      The  following  is a  reconciliation  of net  assets  available  for  Plan
      benefits per the financial statements to the Form 5500 as of December 31:


                                                                                2002                      2001
                                                                                ----                      ----
                                                                                                 
        Net assets available for Plan benefits for the financial
          statements                                                        $ 115,626,664             $ 115,788,019
        Less:  Amounts allocated to withdrawing participants                     (382,731)                  (41,529)
                                                                            -------------             -------------
        Net assets available for Plan benefits per the Form 5500            $ 115,243,933             $ 115,746,490
                                                                            =============             =============



      The following is a reconciliation of benefits paid to participants per the
      financial statements to the Form 5500 for the year ended December 31:



                                                                                            2002
                                                                                   
        Benefits paid to participants per the financial statements                       $ 7,127,840
        Add:  Amounts allocated to withdrawing participants at December 31, 2002             382,731
        Less:  Amounts allocated to withdrawing participants at December 31, 2001            (41,529)
                                                                                         -----------
        Benefits paid to participants per the Form 5500                                  $ 7,469,042
                                                                                         ===========


      Amounts  allocated to  withdrawing  participants  are recorded on the Form
      5500 for benefit  claims that have been processed and approved for payment
      prior to December 31 but not yet paid as of that date.

                                      -10-



NORTHROP GRUMMAN ELECTRONIC SENSORS &
SYSTEMS SECTOR UNION REPRESENTED EMPLOYEES
SAVINGS AND INVESTMENT PLAN

FORM 5500 SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
--------------------------------------------------------------------------------------------------------------------------------


                                                          Description of Investment, Including
          Identity of Issue, Borrower,                      Maturity Date, Rate of Interest,                        Current
            Lessor or Similar Party                         Collateral, Par or Maturity Value                        Value

                                                                                                            
 *    Northrop Grumman Stable Value Fund Participation in Northrop Grumman Stable Value Fund                      $ 81,214,242

      Viacom Corp.                       156,693 Shares of Participation in the Common Stock                         6,386,807

      Janus Fund                         351,445 Shares of Participation in the Income Fund                          6,262,758

      Fidelity                           169,021 Shares of Participation in the Growth & Income Fund                 5,123,019

      American Century Mutual Funds      211,377 Shares of Participation in the Ultra Investors Fund                 4,476,972

      Bankers Trust                      37,085 Shares of Participation in the Large Cap Equity Index Fund           3,673,656

 *    Northrop Grumman                   4,559,411 Shares of Participation in the Loan Fund                          4,559,411

 *    State Street                       155,846 Shares of Participation in the Cash/STIF Accounts                     155,846

 *    Northrop Grumman                   11,810 Shares of Participation in the Corporate Stock                       1,145,570

      Bankers Trust                      75,475 Shares of Participation in the Lifecycle Long Range Fund               683,045

      JPM                                51,156 Shares of Participation in the Institutional Diversified Fund          550,444

      JPM                                67,498 Shares of Participation in the Institutional International Equity Fund 457,638

      Bankers Trust                      46,501 Shares of Participation in the Lifecycle Mid Range Fund                414,324

      Bankers Trust                      20,886 Shares of Participation in the Lifecycle Short Range Fund              203,852
                                                                                                                 -------------
                                                                                                                 $ 115,307,584
                                                                                                                 =============


*  Party-in-interest



                                      -11-




                                 EXHIBIT INDEX


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

23                     Independent Auditors' Consent

99.1                   Certification pursuant to 18 U.S.C. Section 1350
                       as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                       Act of 2002

99.2                   Certification pursuant to 18 U.S.C. Section 1350
                       as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                       Act of 2002