FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1993 Commission file no. 1-924 A. Full title of the plan: TRINOVA CORPORATION RETIREMENT SAVINGS AND PROFIT SHARING PLAN FOR CORPORATE EMPLOYEES B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: TRINOVA CORPORATION 3000 Strayer Maumee, Ohio 43537-0050 This document, including exhibits, contains 29 pages. The cover page consists of 1 page. The Exhibit Index is located on page 28. REQUIRED INFORMATION The following financial statements are furnished for the TRINOVA Corporation Retirement Savings and Profit Sharing Plan for Corporate Employees: Page Report of Independent Auditors 3 Statements of Net Assets Available for Plan Benefits 4 Statements of Changes in Net Assets Available for Plan Benefits 5 Notes to Financial Statements 6 Exhibit The following exhibit is filed herewith: Exhibit Number (1) Consent of Independent Auditors SIGNATURE The Plan. Pursuant to the requirements of the Securities 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. TRINOVA CORPORATION RETIREMENT SAVINGS AND PROFIT SHARING PLAN FOR CORPORATE EMPLOYEES By: /S/ WILLIAM R. AMMANN William R. Ammann Vice President - Administration and Treasurer TRINOVA Corporation June 28, 1994 -2- REPORT OF INDEPENDENT AUDITORS Administrative Committee TRINOVA Corporation Retirement Savings and Profit Sharing Plan for Corporate Employees We have audited the accompanying statements of net assets available for plan benefits of the TRINOVA Corporation Retirement Savings and Profit Sharing Plan for Corporate Employees as of December 31, 1993 and 1992 and the related statements of changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1993. 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 generally accepted auditing standards. 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 of the Plan at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. /S/ ERNST & YOUNG Toledo, Ohio June 17, 1994 -3- STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS TRINOVA CORPORATION RETIREMENT SAVINGS AND PROFIT SHARING PLAN FOR CORPORATE EMPLOYEES December 31 1993 1992 ASSETS Contributions receivable from employer $ 496,665 $ 128,664 Contributions receivable from (refundable to) employees 18,445 (3,088) Loans receivable from plan participants 173,833 172,729 Value of interest in Master Trust - Note 6 Fixed Income Fund 3,288,535 3,800,968 Vanguard Mutual Funds 2,487,309 1,576,314 Multi-Asset Fund 2,726,582 2,194,948 TRINOVA Stock Fund 1,138,707 797,809 Government Securities Fund 134,082 111,066 9,775,215 8,481,105 TOTAL ASSETS 10,464,158 8,779,410 LIABILITY Accrued benefit payments to participants 17,989 NET ASSETS AVAILABLE FOR PLAN BENEFITS $10,464,158 $8,761,421 ========== ========== See accompanying notes -4- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS TRINOVA CORPORATION RETIREMENT SAVINGS AND PROFIT SHARING PLAN FOR CORPORATE EMPLOYEES Year Ended December 31 1993 1992 1991 ADDITIONS Contributions by employees $ 571,110 $ 423,407 $ 510,260 Contributions by employer 732,516 313,842 247,779 Net investment income Interest earned 266,324 319,832 409,015 Dividends received 126,128 80,933 28,879 Realized gains on sales of investments 123,366 41,795 108,736 Other - principally unrealized gains on investments 768,135 230,369 180,896 1,283,953 672,926 727,526 2,587,579 1,410,178 1,485,565 DEDUCTIONS Benefits paid to participants 854,447 179,665 221,240 Investment management fees 18,206 11,779 12,224 Other - principally net transfers to affiliated benefit plans 12,189 2,425 884,842 193,869 233,464 NET ADDITIONS 1,702,737 1,216,309 1,252,101 Net assets available for plan benefits at beginning of year 8,761,421 7,545,112 6,293,011 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $10,464,158 $8,761,421 $7,545,112 ========== ========== =========== <FN> See accompanying notes -5- NOTES TO FINANCIAL STATEMENTS TRINOVA CORPORATION RETIREMENT SAVINGS AND PROFIT SHARING PLAN FOR CORPORATE EMPLOYEES December 31, 1993 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accounting records of the TRINOVA Corporation Retirement Savings and Profit Sharing Plan for Corporate Employees (the Plan) are maintained on the accrual basis. Investment Valuation and Income Recognition Marketable securities are stated at aggregate fair value and are valued at the last sales price of the valuation period quoted by a national securities exchange. The guaranteed investment contracts are stated at contract value which approximates fair value. The difference between fair value and the cost of investments is reflected in the statement of changes in net assets available for plan benefits as unrealized gains (losses) on investments. Realized gains or losses on the sales of investments represent the differences between the proceeds received upon the sale and the cost of investments sold, determined on an average cost basis. Investment management fees are paid by the Plan, while all other administrative expenses of the Plan are currently borne by the Plan sponsor, TRINOVA Corporation (TRINOVA). Payment of Benefits Effective January 1, 1993 the Plan changed its method of accounting for benefits of employees who have withdrawn from participation in the Plan but have not yet been paid. This change was made to conform with new guidance in the American Institute of Certified Public Accountants Audit and Accounting Guide "Audits of Employee Benefit Plans." The cumulative effect of this change, as of January 1, 1993, and the effect of the change on the 1993 financial statements was not material. NOTE 2 - DESCRIPTION OF PLAN The Plan is a defined contribution plan. Eligible participants include all regular full-time salaried employees of TRINOVA's Corporate group, as well as certain part-time employees who worked more than 1,000 hours during the 12-month period. Temporary employees and interns are not eligible to participate in the Plan. Participants may contribute to the Plan on a pre-tax basis by salary reduction up to 15 percent of their annual compensation (in increments of 1 -6- NOTE 2 - DESCRIPTION OF PLAN (Continued) percent). TRINOVA will match participant pre-tax contributions dollar for dollar up to the first 2 percent, and 50 percent of the next 2 percent, of each participant's annual compensation. The Plan also includes a profit- sharing feature that participants receive regardless of their level of elective deferrals. Eligible employees receive an annual profit-sharing contribution to the Plan based on the return on net assets achieved by TRINOVA. All eligible participants receive minimum profit-sharing allocation of 1 percent of annual compensation up to the Social Security wage base, and 1.5 percent of annual compensation in excess of the Social Security wage base regardless of their level of elective deferrals. The total amount contributed on behalf of each eligible participant is subject to calendar-year limits of the Internal Revenue Code, which are indexed and adjusted for changes in the cost of living. Participants have an immediate and fully-vested interest in the portion of the Plan accounts represented by their pre-tax elective deferrals to the Plan, as well as TRINOVA's matching contribution including any earnings on these amounts. TRINOVA's profit-sharing allocations and earnings thereon vest at the rate of 25 percent per year of service. If a participant has less than four years of service and employment ends for a reason other than retirement, disability or death, the participant forfeits the unvested portion of the account if he or she takes distribution of the vested portion of the account. If that participant resumes employment within the next five years following the date on which termination occurs, and repays to the Plan the full amount of the distribution, the participant's account will be restored to the amount on the date of distribution. Forfeited balances are used to reduce TRINOVA's future contributions. Each participant individually directs his or her contributions and TRINOVA's contributions, except for 25 percent of TRINOVA's profit-sharing contribution, into one or more of the following investment funds (in multiples of 10 percent). Twenty-five percent of each participant's profit-sharing allocation is automatically invested in the TRINOVA Stock Fund. (1) TRINOVA Stock Fund, selected by 161 and 147 participants at December 31, 1993 and 1992, respectively, is invested in TRINOVA common stock. Cash dividends paid on shares held by the Trust are used to purchase additional shares for participant accounts. Twenty-five percent of each participant's profit-sharing allocation is automatically invested in the TRINOVA Stock Fund until distribution to the participant or until the participant reaches age 55. After age 55, the participant has the option to redirect the investment of the 25 percent portion from the TRINOVA Stock Fund into any of the other available funds. Participants may elect to have additional amounts over TRINOVA's 25 percent profit-sharing contribution invested in the TRINOVA Stock Fund. TRINOVA common stock is acquired in open market purchases at fair market value. (2) Fixed Income Fund, selected by 151 and 132 participants at December 31, 1993 and 1992, respectively, is invested in insurance company investment contracts, bank investment contracts and their equivalent. These contracts pay a negotiated interest rate for -7- NOTE 2 - DESCRIPTION OF PLAN (Continued) a period of one to five years. Approximately every three months, TRINOVA announces the interest rate which will be paid on all monies that are in the Fixed Income Fund. This interest rate is a single blended rate of the interest rates being paid on each of the contracts in force during that period. New contracts are negotiated with insurance companies or financial institutions rated AA+ by Standard and Poor's or its equivalent and have a maximum average contract life of five years. (3) Multi-Asset Fund, selected by 165 and 121 participants at December 31, 1993 and 1992, respectively, is invested in nine major world capital classes, including stocks and bonds of U.S. and international companies, venture capital, real estate and cash equivalents. Brinson Partners, Inc. is the investment manager of the Multi-Asset Fund. (4) Government Securities Fund, selected by 30 and 23 participants at December 31, 1993 and 1992 respectively, is invested in fixed income securities issued or guaranteed by the U.S. Government, or its agents or instrumentalities. These securities include U.S. Treasury bills, notes and bonds. The Government Securities Fund seeks to provide a high level of current income, consistent with the preservation of capital. Ryan Labs., Inc. is the investment manger of the Government Securities Fund. (5) Vanguard Mutual Fund, selected by 146 and 112 participants at December 31, 1993 and 1992 respectively, is managed by The Vanguard Group of Investment Companies. There are four individual mutual funds in which participants may invest: (a) Vanguard Index Trust - 500 Portfolio Fund (Index Fund): Money in the Index Fund is invested in stocks of the companies which make up the Standard & Poor's 500 Composite Stock Price Index. The objective of the Index Fund is to match the performance of the Standard & Poor's 500 Index. (b) Vanguard/Windsor II Fund (Windsor II Fund): Money in the Windsor II Fund is invested in stocks which, in the opinion of the fund's investment manager are undervalued in the marketplace. The stocks held in the Windsor II Fund tend to offer above-average dividend yields and will normally have below-average price-to earnings ratios and below-average price-to-book value ratios relative to the stock market in general. (c) Vanguard/Morgan Growth Fund (Morgan Growth Fund): Money in the Morgan Growth Fund is invested primarily in stocks of "established growth" companies. The companies will normally be medium and larger size companies with above-average growth in sales and earnings over extended periods. (d) Vanguard - International Growth Portfolio Fund (International Growth Fund): Money in the International Growth Fund is invested in non-U.S. stocks that have been selected for their -8- NOTE 2 - DESCRIPTION OF PLAN (Continued) growth potential. The International Growth Fund tends to be widely diversified both geographically and in terms of size of companies. Effective April 1, 1994, the Vickers, Incorporated Retirement Savings and Profit Sharing Plan, the Aeroquip Corporation Retirement Savings and Profit Sharing Plan, the Aeroquip Corporation Retirement Savings Plan for Hourly Employees and the Retirement Savings Plan for Spring Arbor Hourly Employees were merged into the Plan to form the TRINOVA Corporation Retirement Savings and Profit-Sharing Plan. Hazlehurst and Associates was terminated as recordkeeper of the plan assets and The Vanguard Group was added as trustee and recordkeeper. Participants will be able to participate in three new investment funds; the Vanguard Star Fund, the Vanguard Fixed Income Securities-Long Term Corporate Portfolio, and the Vanguard Money Market Reserves - U.S. Treasury Portfolio. The Multi-Asset Fund and Government Securities Fund options were terminated March 31, 1994 and assets held under these options were transferred to the Vanguard Star and Vanguard Money Market Reserve-U.S. Treasury Portfolio Funds, respectively. Investment directions will be made in 1 percent increments and after-tax voluntary contributions up to 10 percent of annual compensation will be allowable provided that pre-tax contributions have met limits allowable under IRS regulations. Participants of the Plan have general purpose and home loans available. The minimum loan permitted is $1,000. Under a general purpose or home loan, a participant may borrow up to the lesser of one-half of his or her vested account balances or the total of his or her pre-tax, match and roll-in contributions to the Plan, up to a maximum of $50,000. In no event may the aggregate amount of loans exceed $50,000. All loans will be repaid to the Plan in equal installments through payroll deductions over a period up to five years for general purpose and twenty years for home loans. Interest is charged at a reasonable rate, as determined by the Administrative Committee. TRINOVA reserves the right to amend, modify or terminate the Plan at any time. NOTE 3 - BENEFITS A participant is entitled to the benefit provided by the contributions and income thereon (including realized and unrealized gains and losses) allocated to the participant's account. Upon termination of employment due to retirement, total and permanent disability or death, a participant or his or her spousal beneficiary will be entitled to receive distribution of the participant's entire account without regard to the Plan's vesting rules: (i) in one lump sum amount; or (ii) in monthly installments of a fixed amount or over a specified period of time in an amount of at least $100 per month. Distribution payments to non- spousal beneficiaries will be made in a lump sum only. If the value of a participant's account is less than $3,500, the Plan Administrator will distribute the participant's entire interest in one lump sum payment. Withdrawals of pre-tax contributions and TRINOVA's profit sharing and matching contributions during a participant's employment are not permitted -9- NOTE 3 - BENEFITS (Continued) prior to age 59-1/2, unless the participant can show financial hardship for which he or she has no other available resources. Such situations are limited to: (i) certain medical expenses; (ii) payment of tuition and related educational fees for post-secondary education for the next year; (iii) costs related to the purchase of a principal residence; or (iv) payments necessary to avoid eviction from, or a foreclosure on the mortgage of, the participant's principal residence. NOTE 4 - INCOME TAX STATUS The Plan has received a favorable determination letter from the Internal Revenue Service as to the tax qualified status of the Plan under Section 401(a) of the Internal Revenue Code and is, therefore, not subject to Federal income tax. This letter does not express an opinion as to whether the Plan satisfies the provisions of the Tax Reform Act of 1986. Such a letter will be requested. TRINOVA believes that the Plan is in operational compliance with the Internal Revenue Code of 1986 and will remain qualified and exempt from Federal income taxes. NOTE 5 - TAX EFFECTS ON PLAN PARTICIPANTS A proportionate amount of any withdrawal during employment from a participant's Plan account attributable to after-tax, voluntary contributions made after 1986 will be treated as a distribution of earnings on such contributions, and the remaining amount of the withdrawal will be considered a return of the participant's after-tax, voluntary contributions. After-tax, voluntary contributions made prior to 1987 may be withdrawn in whole or in part without their applicable earnings. The amount considered as a return of the participant's after-tax, voluntary contributions will not be subject to Federal income tax. However, the amount withdrawn that constitutes earnings on after-tax, voluntary contributions and any amount withdrawn during employment from a participant's Plan account attributable to pre-tax salary reduction contributions and TRINOVA's matching contributions will be subject to Federal income tax at ordinary income tax rates and may be subject to an additional excise tax, as described below. The amount of a distribution received in a lump sum equal to a participant's after-tax, voluntary contributions not previously withdrawn due to retirement, death, total and permanent disability, or termination of employment for any other reason is not subject to Federal income tax. The amount of the lump sum distribution in excess of a participant's after-tax, voluntary contributions not previously withdrawn is subject to Federal income tax at ordinary income tax rates. However, the taxable portion of a qualifying lump sum distribution may be eligible under certain circumstances for special ten-year or five-year averaging or capital gains treatment. Whether a lump sum distribution qualifies for special ten-year or five-year averaging or capital gains treatment depends upon, among other things, the participant's age, employment status, and dates of participation in the Plan. If a participant receives TRINOVA common stock as part of a lump sum distribution, the excess, if any, of the fair market value of the common stock over the cost of the common stock is not subject to Federal income tax at the time of distribution but generally will be subject to Federal income tax upon any subsequent disposition of the common stock. However, a participant may -10- NOTE 5 - TAX EFFECTS ON PLAN PARTICIPANTS (Continued) elect, on the tax return on which the distribution is required to be included, not to have such excess excluded from Federal income tax in the year of distribution, in which case the excess will be taxed in that year. If a distribution is made in installments, then the pro rata portion of each installment attributable to a participant's after-tax, voluntary contributions not previously withdrawn is not subject to Federal income tax, and the remaining portion is taxed at ordinary income tax rates. Any lump sum distribution that a participant receives from the Plan will generally be subject to mandatory tax withholding. The Plan will withhold 20 percent of the taxable part of the participant's distribution to pay federal income tax. Certain penalty taxes may be imposed on the taxable portion of a distribution or withdrawal from the Plan. The taxable portion of an in- service distribution made to a participant prior to age 59-1/2 will be subject to a 10 percent penalty tax unless certain exceptions apply. In addition, the taxable portion of a distribution or withdrawal from the Plan and from an individual retirement account (IRA) may be subject to a 15 percent excise tax to the extent they aggregate more than a certain amount during any year. Loans from the Plan are generally not considered a distribution or a withdrawal for Federal income tax purposes unless the participant terminates employment with an outstanding loan balance and fails to retire that balance in full within 90 days. A participant, under certain circumstances, may directly roll over amounts distributed from the Plan to another qualified plan or an individual retirement plan (IRA) and avoid mandatory federal withholding and penalty taxes. Participant contributions made on a pre-tax salary reduction basis are not taxed for Federal income tax purposes until actually distributed and are not considered wages for Federal income tax withholding purposes, but are considered wages for Federal Insurance Contributions Act (FICA) purposes. Matching contributions and other employer contributions are not included in the participant's taxable wages for federal income tax purposes when paid to the Plan, and are not considered wages for federal income tax purposes or FICA purposes. NOTE 6 - VALUE OF INTEREST IN MASTER TRUST The Plan's investments, except for loans, are held in safekeeping by The Northern Trust Company as Trustee under a Master Trust agreement. The Master Trust holds the investment assets for the Plan and other designated defined contribution plans of TRINOVA's subsidiaries, Aeroquip Corporation and Vickers, Incorporated. The following table presents the fair values of investments in the Master Trust at December 31, 1993 and 1992. -11- NOTE 6 - VALUE OF INTEREST IN MASTER TRUST (Continued) December 31 1993 1992 Investments at Fair Value: Fixed Income Fund $303,865,565 $305,179,819 Vanguard Mutual Funds 46,310,371 31,465,553 Multi-Asset Funds 46,920,647 34.861,689 TRINOVA Stock Fund 12,317,310 7,950,626 Government Securities Fund 3,572,450 2,463,161 $412,986,343 $381,920,848 ============ ============ Net investment income of the Master Trust for each of the three years in the period ended December 31, 1993 is as follows: Year Ended December 31 1993 1992 1991 Net investment income: Interest earned $ 21,924,851 $ 23,821,843 $29,017,148 Dividends received 2,182,874 1,345,912 455,339 Realized gains 1,758,587 1,388,865 3,651,815 Other-Principally unrealized gains 10,234,251 2,922,290 3,212,214 $ 36,100,563 $ 29,478,910 $36,336,516 ========== ========== ========== At December 31, 1993 and 1992, the Plan's interest in the net assets of the Master Trust was approximately 2.4 percent and 2.2 percent, respectively. The Plan's interest in any one fund does not correspond to the Plan's overall investment in the Master Trust as participants in each plan select their individual investment options. Investment income and administrative expenses related to the Master Trust are allocated to the individual plans based upon average monthly balances invested by each plan. -12- NOTE 6 - VALUE OF INTEREST IN MASTER TRUST (Continued) Fair values and costs of the Plan's interest in the net assets of the Master Trust at December 31, 1993 are as follows: Description Fair Value Cost FIXED INCOME FUND Aetna Life Insurance Contract expiring in 1994 $ 109,289 $ 109,289 American International Life Contract expiring in 1997 220,537 220,537 Allstate Insurance Company expiring in 1998 187,785 187,785 Allstate Insurance Company expiring in 1997 70,171 70,171 Allstate Insurance Company expiring in 1998 70,271 70,271 Bankers Trust Delaware expiring in 1996 245,284 245,284 Bankers Trust Delaware expiring in 1996 338,965 338,965 Citibank, N.A. Contract expiring in 1998 217,369 217,369 Citibank, N.A. Contract expiring in 1998 177,070 177,070 Executive Life Insurance Contract (In Rehabilitation) expired in 1991 81,487 81,487 Lotsoff Contract expiring in 1998 178,744 178,744 Metropolitan Life Insurance Contract expiring in 1994 27,310 27,310 Metropolitan Life Insurance Contract expiring in 1995 336,734 336,734 Metropolitan Life Insurance Contract expiring in 1995 141,951 141,951 Metropolitan Life Insurance Contract expiring in 1996 231,195 231,195 Metropolitan Life Insurance Contract expiring in 1994 34,819 34,819 Prudential Insurance Contract expiring in 1996 245,838 245,838 Prudential Insurance Contract expiring in 1998 135,579 135,579 Cash and cash equivalents 237,850 237,850 Interest receivable 287 287 3,288,535 3,288,535 -13- NOTE 6 - VALUE OF INTEREST IN MASTER TRUST (Continued) VANGUARD MUTUAL FUNDS Vanguard/Morgan Growth Fund (24,118.023) shares) Fund 289,657 299,959 Vanguard Index Fund (17,820.984 shares) 781,094 720,371 Vanguard/Windsor II Fund (45,094.586 shares) 768,412 721,855 Vanguard International Growth Portfolio (47,969.444 shares) 648,067 526,256 Cash and cash equivalents 65 65 Interest Receivable 14 14 2,487,309 2,268,520 MULTI-ASSET FUND Brinson Partners Multi-Asset Fund (5,100.897 shares) 2,683,804 1,977,115 Cash and cash equivalents 42,687 42,687 Interest receivable 91 91 2,726,582 2,019,893 TRINOVA STOCK FUND TRINOVA Corporation Common Stock (36,022 shares) 1,130,127 874,072 Cash and cash equivalents 8,556 8,556 Interest receivable 24 24 1,138,707 882,652 GOVERNMENT SECURITIES FUND U.S.Government Agency Issues 125,790 126,750 Cash and cash equivalents 5,903 5,903 Interest receivable 2,389 2,389 134,082 135,042 TOTALS $9,775,215 $8,594,642 ========== ========= -14- NOTE 6 - VALUE OF INTEREST IN MASTER TRUST (Continued) Fair values and costs of the Plan's interest in the net assets of the Master Trust at December 31, 1992 are as follows: Description Fair Value Cost FIXED INCOME FUND Aetna Life Insurance Contract expiring in 1994 $ 245,357 $ 245,357 American International Life Contract expiring in 1997 286,622 286,622 Bankers Trust Investment Contract expiring in 1996 333,071 333,071 Bankers Trust Investment Contract expiring in 1996 461,117 461,117 Citibank, N.A. Contract expiring in 1998 286,608 286,608 Executive Life Insurance Contract (In Rehabilitation) expired in 1991 94,172 94,172 Metropolitan Life Insurance Contract expiring in 1993 146,866 146,866 Metropolitan Life Insurance Contract expiring in 1994 74,336 74,336 Metropolitan Life Insurance Contract expiring in 1995 231,309 231,309 Metropolitan Life Insurance Contract expiring in 1995 463,959 463,959 Metropolitan Life Insurance Contract expiring in 1996 412,772 412,772 Mutual Benefit Life Insurance Contract expiring in 1994 33,791 33,791 Prudential Insurance Contract expiring in 1996 439,589 439,589 Cash and cash equivalents 291,101 291,101 Interest receivable 298 298 3,800,968 3,800,968 VANGUARD MUTUAL FUNDS Vanguard/Morgan Growth Fund (20,285.380 shares) 256,610 252,631 Vanguard Index Fund (15,424.762 shares) 631,953 605,434 Vanguard/Windsor II Fund (34,602.501) 550,526 528,002 Vanguard International Growth Fund (14,316.722 shares) 134,720 143,101 Cash and cash equivalents 2,505 2,505 1,576,314 1,531,673 MULTI-ASSET FUND Brinson Partners Multi-Asset Fund (4,568.516 shares) 2,142,858 1,633,998 Cash and cash equivalents 51,983 51,983 Interest receivable 107 107 2,194,948 1,686,088 -15- NOTE 6 - VALUE OF INTEREST IN MASTER TRUST (Continued) TRINOVA STOCK FUND TRINOVA Corporation Common Stock (36,515 shares) 780,508 861,984 Cash and cash equivalents 17,268 17,268 Interest receivable 33 33 797,809 879,285 GOVERNMENT SECURITIES FUND Corporate Bonds 9,268 8,930 U.S. Government Agency Issues 99,913 99,913 Cash and cash equivalents 256 256 Interest receivable 1,629 1,629 111,066 110,728 TOTALS $8,481,105 $8,008,742 ========== ========== -16- NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION Vanguard Fixed Income Mutual Multi-Asset TRINOVA Stock Fund Funds Fund Fund NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 $3,796,406 $1,571,316 $2,194,948 $ 789,379 ADDITIONS Contributions Employees 120,588 194,076 155,703 59,393 Employer 81,088 110,541 85,320 76,180 201,676 304,617 241,023 135,573 Net investment income Interest earned 241,855 1,635 335 Dividends received 100,914 25,214 Realized gains on sale of investments Aggregate proceeds 45,921 61,684 300,970 Aggregate costs 28,099 259,747 45,921 33,585 41,223 Other - principally unrealized gains (losses) on investments 174,149 257,756 337,533 241,855 320,984 292,976 404,305 443,531 625,601 533,999 539,878 DEDUCTIONS Benefits paid to participants 316,079 197,203 308,019 30,710 Investment management fees 2,014 16,042 Other - principally net transfers among investment funds and net transfers to benefit plans of affiliated companies 635,323 (489,609) (321,696) 159,840 951,402 (290,392) 2,365 190,550 NET ADDITIONS (DEDUCTIONS) (507,871) 915,993 531,634 349,328 NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 3,288,535 $2,487,309 $2,726,582 $ 1,138,707 AT DECEMBER 31, 1993 ========== ========= ========= ========= -17- NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued) Government Securities Contributions Fund Loans Receivable Total NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 $ 111,067 $172,729 $125,576 $ 8,761,421 ADDITIONS Contributions Employees 19,816 21,534 571,110 Employer 11,387 368,000 732,516 31,203 389,534 1,303,626 Net investment income Interest earned 6,311 16,188 266,324 Dividends received 126,128 Realized gains on sales of investments Aggregate proceeds 461,544 870,119 Aggregate cost 458,907 746,753 2,637 123,366 Other - principally unrealized gains (losses) on investments (1,303) 768,135 7,645 16,188 1,283,953 38,848 16,188 389,534 2,587,579 DEDUCTIONS Benefits paid to participants 2,436 854,447 Investment management fees 150 18,206 Other - principally net transfers among investment funds and net transfers to benefit plans of affiliated companies 13,247 15,084 12,189 15,833 15,084 884,842 NET ADDITIONS (DEDUCTIONS) 23,015 1,104 389,534 1,702,737 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1993 $ 134,082 $ 173,833 $ 515,110 $10,464,158 ======== ========= ======== ========== -18- NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued) Vanguard Segregated Fixed Income Mutual Fund Fund Funds NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1991 $2,776 $4,814,818 $ 501,112 ADDITIONS Contributions Employees 110,884 129,046 Employer 65,647 63,732 176,531 192,778 Net investment income Interest earned 28 293,059 428 Dividends received 56,706 Realized gains (losses) on sales of investments Aggregate proceeds 732,865 Aggregate cost 704,938 27,927 Other - principally unrealized gains on investments 12,281 293,059 97,342 28 469,590 290,120 DEDUCTIONS Benefits paid to participants 2,804 71,309 18,699 Investment management fees 9 1,336 Other - principally net transfers among investment funds and net transfers to benefit plans of affiliated companies 1,416,684 (800,119) 2,804 1,488,002 (780,084) NET ADDITIONS (DEDUCTIONS) (2,776) (1,018,412) 1,070,204 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 $3,796,406 $1,571,316 ======== ========== ========== -19- NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued) Government Multi-Asset TRINOVA Stock Securities Fund Fund Fund NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1991 $1,266,573 $652,226 $ ADDITIONS Contributions Employees 123,471 60,473 16,541 Employer 68,263 58,476 7,599 191,734 118,949 24,140 Net investment income Interest earned 2,214 499 5,146 Dividends received 24,227 Realized gains (losses) on sales of investments Aggregate proceeds 86,927 61,033 268,733 Aggregate cost 67,689 66,744 268,392 19,238 (5,711) 341 Other - principally unrealized gains on investments 167,372 50,316 400 188,824 69,331 5,887 380,558 188,280 30,027 DEDUCTIONS Benefits paid to participants 70,918 15,935 Investment management fees 8,959 1,406 69 Other - principally net transfers among investment funds and net transfers to benefit plans of affiliated companies (627,694) 33,786 (81,109) (547,817) 51,127 (81,040) NET ADDITIONS (DEDUCTIONS) 928,375 137,153 111,067 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 $2,194,948 $789,379 $111,067 ========== ======== ======== -20- NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued) Contributions Loans Receivable Total NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1991 $215,148 $ 92,459 $7,545,112 ADDITIONS Contributions Employees (17,008) 423,407 Employer 50,125 313,842 33,117 737,249 Net investment income Interest earned 18,458 319,832 Dividends received 80,933 Realized gains (losses) on sales of investments Aggregate proceeds 1,149,558 Aggregate cost 1,107,763 41,795 Other - principally unrealized gains on investments 230,369 18,458 672,926 18,458 33,117 1,410,178 DEDUCTIONS Benefits paid to participants 179,665 Investment management fees 11,779 Other - principally net transfers among investment funds and net transfers to benefit plans of affiliated companies 60,877 2,425 60,877 193,869 NET ADDITIONS (DEDUCTIONS) (42,419) 33,117 1,216,309 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 $172,729 $125,576 $8,761,421 ======== ======== ========== -21- NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued) Segregated Fixed Income Index Multi-Asset Fund Fund Fund Fund NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 30, 1990 $ 8,357 $4,336,677 $277,469 $ 868,101 ADDITIONS Contributions Employees 224,753 75,991 112,527 Employer 153,502 33,928 61,370 378,255 109,919 173,897 Net investment income Interest earned 258 392,574 522 798 Dividends received 8,253 Realized gains (losses) on sales of investments Aggregate proceeds 427,623 60,141 Aggregate cost 333,688 43,100 93,935 17,041 Other - principally unrealized gains (losses) on investments (14,082) 175,727 258 392,574 88,628 193,566 258 770,829 198,547 367,463 DEDUCTIONS Benefits - paid to participants 5,847 193,375 4,921 7,876 Investment management fees 3,041 1,068 6,561 Net transfers (8) 96,272 (31,085) (45,466) 5,839 292,688 (25,096) (31,009) NET ADDITIONS (DEDUCTIONS) (5,581) 478,141 223,643 398,472 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1991 $ 2,776 $4,814,818 $501,112 $1,266,573 ======== ========== ======== ========== -22- NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued) TRINOVA Stock Contributions Fund Loans Receivable Total NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 30, 1990 $ 478,478 $ 146,898 $ 177,031 $6,293,011 ADDITIONS Contributions Employees 83,070 13,919 510,260 Employer 97,470 (98,491) 247,779 180,540 (84,572) 758,039 Net investment income Interest earned 672 14,191 409,015 Dividends received 20,626 28,879 Realized gains (losses) on sales of investments Aggregate proceeds 30,405 518,169 Aggregate cost 32,645 409,433 (2,240) 108,736 Other - principally unrealized gains (losses) on investments 19,251 180,896 38,309 14,191 727,526 218,849 14,191 (84,572) 1,485,565 DEDUCTIONS Benefits - paid to participants 9,221 221,240 Investment management fees 1,554 12,224 Net transfers 34,326 (54,059) 0 45,101 (54,059) 233,464 NET ADDITIONS (DEDUCTIONS) 173,748 68,250 (84,572) 1,252,101 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1991 $ 652,226 $ 215,148 $ 92,459 $7,545,112 =========== =========== =========== =========== -23- NOTE 8 - VANGUARD MUTUAL FUNDS A summary of the activity within the separate Vanguard Mutual Fund options for the year ended December 31, 1993 is as follows: Morgan International Growth Fund Index Fund Windsor II Fund Growth Fund NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 $256,610 $631,953 $550,526 $134,720 Contributions and transfers from other investment options 188,000 306,534 225,521 289,918 Net investment income Dividends received 32,027 20,752 42,917 5,218 Realized gains/(losses) 5,293 18,067 18,533 4,028 Unrealized gains/(losses) (14,280) 34,204 24,033 130,192 23,040 73,023 85,483 139,438 Net Intra-Vanguard Transfers (61,863) (110,206) 54,658 117,411 149,177 269,351 365,392 546,767 Benefit payments and transfer to other investment options 115,727 119,292 147,059 33,174 Expenses 402 919 447 246 116,129 120,211 147,506 33,402 NET ADDITIONS (DEDUCTIONS) 33,048 149,140 217,886 513,347 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1993 $289,658 $781,093 $768,412 $648,067 ======== ======== ======== ======== -24- NOTE 8 - VANGUARD MUTUAL FUND (Continued) Total Trustee Benefits Vanguard Cash Account Payable Mutual Fund NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 $ 2,505 ($4,998) $1,571,316 Contribution and transfers from other investment options 1,009,703 Net Investment Income Dividends received 100,914 Realized gains/(losses) 45,921 Unrealized gains/losses 174,149 320,984 Net Intra-Vanguard Transfers 1,330,687 Benefit payments and transfer to other investment options 2,426 (4,998) 412,680 Expenses 2,014 2,426 (4,998) 414,694 NET ADDITIONS (DEDUCTIONS) ( 2,426) 4,998 915,993 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1993 $ 79 $ 0 $2,487,309 ====== ======= ========= -25- NOTE 8 - VANGUARD MUTUAL FUND (Continued) A summary of the activity within the separate Vanguard Mutual Fund options for the year ended December 31, 1992 is as follows: Morgan International Growth Fund Index Fund Windsor II Fund Growth Fund NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1991 $ $500,598 $ $ Contributions and transfers from other investment options 132,328 518,959 357,663 155,016 Net investment income Interest earned 24 149 64 23 Dividends received 13,091 17,166 23,526 2,923 Realized gains/(losses) (30) 31,870 1,160 (5,073) Unrealized gains/(losses) 3,979 (5,840) 22,523 (8,381) 17,064 43,345 47,273 (10,508) Net Intra-Vanguard Transfers 108,917 (274,340) 171,728 (6,305) 258,309 287,964 576,664 138,203 Benefit payments and transfers to other investment options 1,481 155,983 25,881 3,358 Expenses 218 626 257 125 1,699 156,609 26,138 3,483 NET ADDITIONS (DEDUCTIONS) 256,610 131,355 550,526 134,720 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 $256,610 $631,953 $550,526 $134,720 ======== ======== ======== ======== -26- NOTE 8 - VANGUARD MUTUAL FUND (Continued) Total Trustee Benefits Vanguard Cash Account Payable Mutual Fund NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1991 $ 514 $ $ 501,112 Contributions and transfers from other investment options 1,933 1,165,899 Net Investment Income Interest earned 168 428 Dividends received 56,706 Realized gains/(losses) 27,927 Unrealized gains/losses 12,281 168 97,342 Net Intra-Vanguard Transfers 2,101 1,263,241 Benefit payments and transfers to other investment options 4,998 191,701 Expenses 110 1,336 110 4,998 193,037 NET ADDITIONS (DEDUCTIONS) 1,991 (4,998) 1,070,204 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 $2,505 ($4,998) $1,571,316 ====== ====== ========== -27-