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 1-2384
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP. 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 NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP. SAVINGS PLAN
Dated: June 25, 2004 /s/ J. Michael Hateley
------------------------------------------
By: J. Michael Hateley
Chairman, Administrative Committee
Northrop Grumman Space & Mission Systems Corp. Savings Plan
(Formerly The TRW Employee Stock Ownership and Savings Plan)
Financial Statements as of December 31, 2003 and 2002
and for the Year Ended December 31, 2003,
Supplemental Schedule and Reports of Independent
Registered Public Accounting Firms
NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP. SAVINGS PLAN
(Formerly The TRW Employee Stock Ownership and Savings Plan)
TABLE OF CONTENTS
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Page(s)
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS 1-2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 2003 and 2002 3
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 2003 4
Notes to Financial Statements 5-9
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H, Part IV, Line 4i,
Schedule of Assets (Held at End of Year) as of December 31, 2003 10-12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Administrative Committee
Northrop Grumman Space & Missions Systems Corp. Savings Plan
We have audited the accompanying statement of net assets available for benefits
of the Northrop Grumman Space & Missions Systems Corp. Savings Plan (the "Plan")
as of December 31, 2003, 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 audit. The
financial statements of the Plan for the year ended December 31, 2002 were
audited by other auditors whose report, dated May 21, 2003, expressed an
unqualified opinion on those statements.
We conducted our audit 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 audit provides 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 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 audit was 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-
Report of Independent Registered Public Accounting Firm
Administrative Committee
Northrop Grumman Space and Missions Systems Corp. Savings Plan
We have audited the accompanying statement of net assets available for benefits
of Northrop Grumman Space & Mission Systems Corp. Savings Plan (formerly The TRW
Employee Stock Ownership and Savings Plan) (the "Plan") as of December 31, 2002.
This financial statement is the responsibility of the Plan's management. Our
responsibility is to express an opinion on this financial statement based on our
audits.
We conducted our audit 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
statement is 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 audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2002, in conformity with U.S. generally accepted accounting
principles.
/s/ Ernst & Young LLP
Cleveland, Ohio
May 21, 2003
-2-
NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP. SAVINGS PLAN
(Formerly The TRW Employee Stock Ownership and Savings Plan)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------
2003 2002
-------------- --------------
ASSETS:
Investments:
Northrop Grumman Corporation common stock $ 792,971,640 $ 951,008,588
Guaranteed investment contracts 558,722,107 559,930,307
Registered investment companies 594,772,072 468,660,781
Common trust funds 766,689,973 646,837,472
Self-directed brokerage accounts 37,191,096 22,629,763
Participant loans 34,947,171 51,161,068
-------------- --------------
Total investments 2,785,294,059 2,700,227,979
Employer contribution receivable 1,756,082 3,218,975
Employee contribution receivable 1,557,291 --
Due from brokers for securities sold 359,952 122,868
Other 62,522 --
-------------- --------------
Total assets 2,789,029,906 2,703,569,822
-------------- --------------
LIABILITIES:
Accrued expenses -- 727,727
-------------- --------------
Total liabilities -- 727,727
-------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $2,789,029,906 $2,702,842,095
============== ==============
See accompanying notes to financial statements.
-3-
NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP. SAVINGS PLAN
(Formerly The TRW Employee Stock Ownership and Savings Plan)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2003
--------------------------------------------------------------------------------
INVESTMENT INCOME:
Dividends $ 49,899,754
Interest 2,737,810
Net appreciation in fair value of investments 264,839,636
--------------
Total investment income 317,477,200
--------------
CONTRIBUTIONS:
Employer 47,454,982
Employee 143,664,771
Rollovers 21,025,451
--------------
Total contributions 212,145,204
--------------
Total additions 529,622,404
--------------
DEDUCTIONS:
Distributions 443,017,181
Administrative expenses 417,412
--------------
Total deductions 443,434,593
--------------
NET INCREASE 86,187,811
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of the year 2,702,842,095
--------------
End of the year $2,789,029,906
==============
See accompanying notes to financial statements.
-4-
NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP. SAVINGS PLAN
(Formerly The TRW Employee Stock Ownership and Savings Plan)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Northrop Grumman Space & Mission Systems Corp.
Savings Plan (the "Plan"), formerly "The TRW Employee Stock Ownership and
Savings 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 subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
The Plan is a qualified profit sharing and employee stock ownership plan
sponsored by Northrop Grumman Space & Mission Systems Corp. (the "Company"),
formerly TRW Inc. ("TRW"). The Plan was initially established on January 1, 1968
and has since been amended numerous times. The Plan covers substantially all
domestic employees who have been employed for at least one month. Putnam
Investment Company serves as Trustee of the Plan and holds the Plan's assets.
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 were eligible for a distribution
from the Plan.
Effective November 1, 2003, the Plan was amended to change its name from "The
TRW Employee Stock Ownership and Savings Plan" to the "Northrop Grumman Space &
Mission Systems Corp. Savings Plan". The portion of the Plan that comprises the
employee stock ownership plan ("ESOP") feature of the Plan was renamed the
"Northrop Grumman Space & Mission Systems Corp. Employee Stock Ownership Plan".
Both the savings and ESOP features are reported within the Plan's 2003 financial
statements as they have been in prior periods.
Participant Contributions
The Plan allows eligible, non-highly compensated employees to contribute up to
97% and eligible, highly compensated employees to contribute up to 20% of
qualifying compensation on a pre-tax basis by way of salary reduction. Such
contributions are made in increments of 1% of qualifying compensation.
Participants may also elect to contribute, in increments of 1%, up to 10% of
qualifying compensation on an after-tax basis. Contributions are subject to
certain limitations.
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, formerly known as the TRW Stock Fund.
-5-
Employer Contributions
The Company contributes to the Plan 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 Company 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. Effective October 1, 2003, such contributions are still
restricted to the extent that the participant has not completed three years of
service.
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. Beginning December 11, 2002, Company matching contributions to the Plan
are made in cash and allocated by participants at their election among any
investment options offered by the Plan, excluding the Northrop Grumman Stock
Fund. The Plan was amended effective April 1, 2003 to permit participants to
allocate employee and Company matching contributions among any investment
options offered by the Plan, including the Northrop Grumman Stock Fund.
Withdrawals and Distributions
A participant may withdraw all or a portion of his or her before-tax
contributions for any reason after reaching age 59 1/2 or prior to reaching age
59 1/2 in the case of hardship (as described in the Plan document). Upon
termination of employment, a participant 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 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.
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 account 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.
2. SIGNIFICANT 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.
-6-
Investment Valuation and Income Recognition -- The Plan's 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 fund's underlying assets. The
participant loans are valued at their outstanding balances, which approximate
fair value.
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.
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 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 are added to the cost of such securities or other investments, or
are deducted from the proceeds of the sale or other disposition thereof, as
appropriate. Taxes (if any) on the assets of the funds, or on any gain resulting
from the sale or other disposition of such assets, or on the earnings of the
funds, are apportioned among the participants and former participants (if any)
whose interests in the Plan are affected, and the share of such taxes
apportioned to each such person is charged against his or her account in the
Plan.
Expenses--Administrative expenses of the Plan are paid by either the Plan or the
Plan's sponsor as provided in the Plan document.
3. INVESTMENTS
During the year ended December 31, 2003, 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:
Northrop Grumman Corporation common stock $ (24,799,716)
Common trust funds 179,956,462
Shares of registered investment companies 98,199,328
Brokerage account 11,483,562
-------------
Net appreciation $ 264,839,636
=============
-7-
The self-directed brokerage account investments are held in the Harris Direct
(formerly CSFB Direct) Securities Account.
As of December 31, 2003 and 2002, guaranteed investment contracts consisted of
approximately $20 million and $49 million invested in general account assets,
$24 million and $70 million in separate account assets, and $498 million and
$441 million in investment contracts owned directly by the Plan, respectively.
The fair value of the underlying assets related to these investment contracts is
$518 million as of December 31, 2003. The weighted average yield (excluding
administrative expenses) for all investment contracts was 4.41% and 5.54% in
2003 and 2002, respectively. The crediting interest rate for all investment
contracts was 4.41% at December 31, 2003 and 5.15% at December 31, 2002.
The fair value of individual investments that represent 5% or more of the Plan's
net assets as of December 31, 2003 and 2002 are as follows:
2003 2002
Northrop Grumman Corporation common stock $792,971,640 $951,008,588
PRIMCO Stable Value Fund $558,722,107 $559,930,307
Putnam S&P 500 Index Fund $539,263,527 $503,680,544
PIMCO Total Return Fund $138,244,732 $142,457,358
Putnam Small Company Equity Portfolio $151,853,980 --
4. NON-PARTICIPANT DIRECTED INVESTMENTS
The Northrop Grumman Stock Fund includes non-participant directed account
balances related to TRW matching contributions at December 31, 2003 and 2002, as
shown below. Included in this Fund are amounts for participants who have not
elected to transfer their fund balances to another investment fund but are
eligible to do so (i.e., having completed at least three years of service with
the Company).
2003 2002
Northrop Grumman Corporation common stock $543,534,992 $648,757,923
Accrued expenses -- 153,348
------------ ------------
$543,534,992 $648,604,575
============ ============
The following reflects the changes to the non-participant directed account
balances included in the Northrop Grumman Stock Fund for the year ended December
31, 2003.
Investment Income (Loss):
Net depreciation in investments $ (17,047,075)
Dividend and interest income 9,817,845
-------------
(7,229,230)
-------------
Deductions:
Benefits paid to participants 84,243,510
Transfers to participant-directed funds 13,412,617
Administrative expenses 184,226
-------------
97,840,353
-------------
Net decrease (105,069,583)
Changes in Net Assets Available for Benefits:
Beginning of year 648,604,575
-------------
End of year $ 543,534,992
=============
-8-
5. PARTY-IN-INTEREST TRANSACTIONS
Party-in-interest transactions include the purchase and sale of investments
managed by the Plan's Trustee; transactions with TRW or Northrop Grumman common
stock (including $9,846,305 in dividends received during 2003 from the Plan's
investment in Northrop Grumman Corporation common stock) and payments to the
Company for certain plan administrative costs.
The Trustee managed $874,317,504 and $813,847,501 of Plan assets of as of
December 31, 2003 and 2002, respectively. The Plan paid $170,721 to the Trustee
in fees during 2003. In 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.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of the Plan's termination,
the interests of all participants in their accounts are 100% vested and are not
forfeitable.
7. FEDERAL INCOME TAX STATUS
The Plan obtained its latest determination letter dated July 21, 2003 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 Internal Revenue Code of 1986, as amended ("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 Plan's 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.
-9-
NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP. SAVINGS PLAN
(FORMERLY THE TRW STOCK OWNERSHIP AND SAVINGS PLAN)
EIN: 34-0575430 PLAN NUMBER: 027
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2003
--------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Number of Current
Description Shares Value
----------------------------------------------------------------------------------------------------------------------------
Common Stock
* Northrop Grumman Corporation Common Stock 8,294,682 $ 792,971,640
---------------
Guaranteed Investment Contracts
Security Backed Investments:
INVESCO Group Trust
Gamma fund--INVESCO:
JPMorgan Chase Bank, Contract
401743-Z, 4.94%, set annually 47,890,591
Theta Fund--PIMCO
JPMorgan Chase Bank, Contract
ATRW-TH, 4.68%, set annually 76,634,978
Kappa fund--Putnam:
Bank of America NT & SA, Contract
02-028, 5.13%, set annually 59,347,282
Omicron fund--INVESCO:
Caisse des Depots (CDC), Contract
1115-01, 1.32%, set annually 11,274,340
Omicron fund--INVESCO:
Caisse des Depots (CDC), Contract
1115-02, 3.24%, set annually 97,695,079
Intermediate Government Fund--INVESCO
State Street Bank & Trust, Contract
102059, 3.46%, set annually 10,401,652
-10-
NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP. SAVINGS PLAN
(FORMERLY THE TRW STOCK OWNERSHIP AND SAVINGS PLAN)
EIN: 34-0575430 PLAN NUMBER: 027
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR) - continued
DECEMBER 31, 2003
--------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Number of Current
Description Shares Value
----------------------------------------------------------------------------------------------------------------------------
Guaranteed Investment Contracts (continued)
Short Term Bond Fund--INVESCO:
State Street Bank & Trust, Contract
102070, 4.93%, set annually 93,002,943
ING Life Ins. & Annuity Co.:
Contract 60061, 5.40%, set annually 40,552,714
---------------
436,799,579
---------------
Separate Accounts:
John Hancock Mutual Life:
Contract 7441, 5.70%, set annually 24,102,612
---------------
Synthetics:
Monumental Life Ins. Co.:
Contraxt 00090TR, 4.38%, set annually 61,660,717
---------------
General Account Investments:
Fixed Rate & Fixed Term:
GE Life & Annuity Asr. Co.:
Contract GS-3534, due March 29, 2004, 5.43% 9,261,849
Monumental Life Ins. Co.:
Contraxt MDA263FR, due September 6, 2005, 5.51% 5,659,378
Travelers Ins. Companies
Contract GR-18404, due September 26, 2005, 3.26% 5,042,809
---------------
19,964,036
---------------
Cash & Equivalents:
* Putnam Fiduciary Trust, Contract
6795402, 1.03% 16,195,163
---------------
558,722,107
---------------
-11-
NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP. SAVINGS PLAN
(FORMERLY THE TRW STOCK OWNERSHIP AND SAVINGS PLAN)
EIN: 34-0575430 PLAN NUMBER: 027
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR) - continued
DECEMBER 31, 2003
--------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Number of Current
Description Shares Value
----------------------------------------------------------------------------------------------------------------------------
Common Trust Funds
Alliance Bernstein Strategic Bank Collective Trust 5,325,843
* Putnam S&P 500 Index Fund 539,263,527
TRW Balanced Fund 70,246,623
* Putnam Small Company Equity Portfolio Fund 151,853,980
---------------
766,689,973
---------------
Registered Investment Companies
Alliance Bernstein International Value Fund 41,269,187
Alliance Bernstein Small-Cap Value Fund 13,068,246
Ariel AppreciationFund 23,123,902
Fidelity Magellan Fund 107,473,411
Lord Abbett Mid-Cap Value Fund 13,805,926
PBHG Emerging Growth Fund 74,586,671
PIMCO Total Return Fund 138,244,732
* Putnam International Equity Fund 32,550,979
* Putnam Investors Fund 100,801,481
* Putnam Money Market Fund 8,462,809
* Putnam Vista Fund 34,568,247
* Putnam Voyager Fund 6,816,481
---------------
594,772,072
---------------
Harris Direct Brokerage Account 37,191,096
---------------
* Participant Loans At interest rates
ranging from
5.00% to 11.5% 34,947,171
---------------
Total Assets Held $ 2,785,294,059
===============
* Indicates party-in-interest
-12-