1
Exhibit 28(a)
Audited Financial Statements
THE TRW EMPLOYEE STOCK
OWNERSHIP AND STOCK SAVINGS PLAN
December 31, 1994 and 1993
[ERNST & YOUNG LLP Logo]
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[ERNST & YOUNG LLP Logo]
Report of Independent Auditors
Board of Administration
The TRW Employee Stock Ownership and
Stock Savings Plan
We have audited the accompanying statements of net assets available for
benefits of The TRW Employee Stock Ownership and Stock Savings Plan as of
December 31, 1994 and 1993, and the related statements of changes in net assets
available for benefits for the years then ended. 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 benefits of The TRW
Employee Stock Ownership and Stock Savings Plan as of December 31, 1994 and
1993, and the changes in net assets available for benefits for the years then
ended, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule
of assets held for investment purposes as of December 31, 1994, and the
schedule of reportable transactions for the year then ended are presented for
purposes of complying with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the basic financial statements. The
supplemental schedules have been subjected to the auditing procedures applied
in our audit of the 1994 financial statements and, in our opinion, are fairly
stated in all material respects in relation to the 1994 basic financial
statements taken as a whole.
/s/ Ernst & Young LLP
Cleveland, Ohio
March 17, 1995
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3
The TRW Employee Stock Ownership and
Stock Savings Plan
Statements of Net Assets Available for Benefits
TRW Stock Fund
DECEMBER 31
1994 1993
--------------------------------
ASSETS
Investments:
TRW Inc. Common Stock $684,611,928 $693,942,478
Bankers Trust Pyramid Directed Account
Cash Fund 7,274,957 9,379,058
Receivable from TRW Inc. 332,652 47,864
Participant loans receivable 14,999,193 14,831,779
Interest receivable 55,109 32,787
Receivable from other funds 162,638
--------------------------------
TOTAL ASSETS 707,436,477 718,233,966
LIABILITIES
Payable to other funds 492,217
Accrued expenses 338,943 232,221
--------------------------------
TOTAL LIABILITIES 338,943 724,438
--------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $707,097,534 $717,509,528
================================
Employee Stock Ownership Plan $453,004,709 $466,874,664
Stock Savings Plan 254,092,825 250,634,864
--------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $707,097,534 $717,509,528
================================
See notes to financial statements.
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4
The TRW Employee Stock Ownership and
Stock Savings Plan
Statements of Changes in Net Assets Available for Benefits
TRW Stock Fund
YEAR ENDED DECEMBER 31
1994 1993
--------------------------------
Investment income:
Dividends--TRW Inc. Common Stock $ 19,781,025 $ 18,788,802
Interest 428,269 487,714
--------------------------------
INVESTMENT INCOME 20,209,294 19,276,516
Contributions:
Participants 18,401,168 17,094,227
TRW Inc. 36,366,932 36,709,646
--------------------------------
CONTRIBUTIONS 54,768,100 53,803,873
Net realized gain on distribution of TRW Inc.
Common Stock to participants 17,467,154 18,248,044
Unrealized appreciation of investments 95,060,294
Transfers from other funds 21,550,048 9,934,047
Interest income on participant loans 1,080,012 933,755
--------------------------------
115,074,608 197,256,529
LESS
Withdrawals and distributions:
Cash 4,915,031 6,046,819
TRW Inc. Common Stock 572,810 shares in 1994 and
689,206 shares in 1993 39,798,271 43,481,968
--------------------------------
44,713,302 49,528,787
Distribution of dividends on TRW Inc.
Common Stock 12,766,959 12,019,063
Unrealized depreciation of investments 49,322,621
Administrative expenses 795,500 787,079
Transfers to other funds 17,888,220 24,915,877
--------------------------------
125,486,602 87,250,806
--------------------------------
(DECREASE) INCREASE IN NET ASSETS FOR YEAR (10,411,994) 110,005,723
Net assets available for benefits at beginning of year 717,509,528 607,503,805
--------------------------------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $707,097,534 $717,509,528
================================
See notes to financial statements.
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5
The TRW Employee Stock Ownership and
Stock Savings Plan
Statements of Net Assets Available for Benefits
Equity Fund
DECEMBER 31
1994 1993
--------------------------------
ASSETS
Investment:
Bankers Trust Pyramid Equity Index Fund $264,983,112 $259,363,285
Receivable from TRW Inc. 152,832 22,047
Participant loans receivable 14,012,797 15,434,395
--------------------------------
TOTAL ASSETS 279,148,741 274,819,727
LIABILITIES
Accrued expenses 130,502 111,636
Payable to other funds 354,256 237,795
--------------------------------
TOTAL LIABILITIES 484,758 349,431
--------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $278,663,983 $274,470,296
================================
See notes to financial statements.
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6
The TRW Employee Stock Ownership and
Stock Savings Plan
Statements of Changes in Net Assets Available for Benefits
Equity Fund
YEAR ENDED DECEMBER 31
1994 1993
--------------------------------
Investment income:
Interest and dividends $ 1,380 $ 2,594
--------------------------------
INVESTMENT INCOME 1,380 2,594
Contributions from participants 23,943,347 24,686,081
Net realized gain on disposition of investments 6,862,404 5,308,926
Unrealized appreciation of investments 16,834,016
Transfers from other funds 11,710,877 15,229,451
Interest income on participant loans 1,081,952 1,123,250
--------------------------------
43,599,960 63,184,318
LESS
Unrealized depreciation of investments 3,292,084
Cash withdrawals and distributions 14,968,131 14,525,342
Administrative expenses 346,800 397,056
Transfers to other funds 20,799,258 20,240,752
--------------------------------
39,406,273 35,163,150
--------------------------------
INCREASE IN NET ASSETS FOR YEAR 4,193,687 28,021,168
Net assets available for benefits at beginning of year 274,470,296 246,449,128
--------------------------------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $278,663,983 $274,470,296
================================
See notes to financial statements.
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The TRW Employee Stock Ownership and
Stock Savings Plan
Statements of Net Assets Available for Benefits
Insured Return Fund
DECEMBER 31
1994 1993
--------------------------------
ASSETS
Investments:
Guaranteed investment contracts $491,100,036 $459,538,205
Bankers Trust Pyramid Directed Account
Cash Fund 7,617,449 7,794,067
Receivable from TRW Inc. 209,102 28,698
Participant loans receivable 22,507,748 23,657,721
Interest receivable 2,821,391 2,768,586
--------------------------------
TOTAL ASSETS 524,255,726 493,787,277
LIABILITIES
Payable to other funds 21,270 855,242
Accrued expenses 193,046 171,304
--------------------------------
TOTAL LIABILITIES 214,316 1,026,546
--------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $524,041,410 $492,760,731
================================
See notes to financial statements.
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The TRW Employee Stock Ownership and
Stock Savings Plan
Statements of Changes in Net Assets Available for Benefits
Insured Return Fund
YEAR ENDED DECEMBER 31
1994 1993
---------------------------------
Interest income $ 33,880,102 $ 33,647,678
Contributions from participants 31,556,814 35,914,172
Interest income on participant loans 1,680,507 1,899,761
Transfers from other funds 38,048,599 28,035,056
---------------------------------
105,166,022 99,496,667
LESS
Cash withdrawals and distributions 36,371,252 44,387,413
Administrative expenses 897,500 935,692
Transfers to other funds 36,616,591 43,751,804
---------------------------------
73,885,343 89,074,909
---------------------------------
INCREASE IN NET ASSETS FOR YEAR 31,280,679 10,421,758
Net assets available for benefits at beginning of year 492,760,731 482,338,973
---------------------------------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $524,041,410 $492,760,731
=================================
See notes to financial statements.
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The TRW Employee Stock Ownership and
Stock Savings Plan
Statement of Net Assets Available for Benefits
Bond Index Fund
DECEMBER 31
1994 1993
-----------------------------
ASSETS
Investments:
Bankers Trust Pyramid Intermediate Government
Corporate Bond Index Fund $10,392,015 $ 9,970,897
Receivable from TRW Inc. 16,345 1,964
Participant loans receivable 877,341 811,192
Receivable from other funds 299,912
-----------------------------
TOTAL ASSETS 11,285,701 11,083,965
LIABILITIES
Payable to other funds 9,311
Accrued expenses 14,775 3,391
-----------------------------
TOTAL LIABILITIES 24,086 3,391
-----------------------------
NET ASSETS AVAILABLE FOR BENEFITS $11,261,615 $11,080,574
=============================
See notes to financial statements.
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The TRW Employee Stock Ownership and
Stock Savings Plan
Statement of Changes in Net Assets Available for Benefits
Bond Index Fund
YEAR ENDED DECEMBER 31
1994 1993
--------------------------------
Interest income $ 18 $ 131
Contributions from participants 2,076,882 1,113,553
Net realized gain on disposition of investments 3,224 15,460
Unrealized appreciation of investments 355,749
Transfers from other funds 4,330,911 11,451,858
Interest income on participant loans 63,963 30,229
--------------------------------
6,474,998 12,966,980
LESS
Cash withdrawals and distributions 609,362 236,579
Unrealized depreciation of investments 375,586
Administrative expenses 32,618 10,001
Transfers to other funds 5,276,391 1,639,826
--------------------------------
6,293,957 1,886,406
--------------------------------
INCREASE IN NET ASSETS FOR YEAR 181,041 11,080,574
Net assets available for benefits at beginning of year 11,080,574 0
--------------------------------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $11,261,615 $11,080,574
================================
See notes to financial statements.
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The TRW Employee Stock Ownership and
Stock Savings Plan
Statement of Net Assets Available for Benefits
Small Company Equity Fund
DECEMBER 31
1994 1993
-------------------------------
ASSETS
Investment:
Bankers Trust Pyramid Russell 2500 Index Fund $36,216,916 $26,191,139
Receivable from TRW Inc. 65,479 4,616
Participant loans receivable 3,288,946 2,681,730
Receivable from other funds 222,199 1,285,342
Other receivable 1,288
-------------------------------
TOTAL ASSETS 39,793,540 30,164,115
-------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $39,793,540 $30,164,115
===============================
See notes to financial statements.
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The TRW Employee Stock Ownership and
Stock Savings Plan
Statement of Changes in Net Assets Available for Benefits
Small Company Equity Fund
YEAR ENDED DECEMBER 31
1994 1993
-------------------------------
Interest income $ 46 $ 87
Contributions from participants 7,643,495 3,338,349
Net realized gain on disposition of investments 56,836 115
Unrealized appreciation of investments 1,547,469
Transfers from other funds 16,257,873 27,354,363
Interest income on participant loans 234,880 115,620
-------------------------------
24,193,130 32,356,003
LESS
Cash withdrawals and distributions 2,133,545 720,507
Unrealized depreciation of investments 1,025,812
Administrative expenses 86,500 14,865
Transfers to other funds 11,317,848 1,456,516
-------------------------------
14,563,705 2,191,888
-------------------------------
INCREASE IN NET ASSETS FOR YEAR 9,629,425 30,164,115
Net assets available for benefits at beginning of year 30,164,115 0
-------------------------------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $39,793,540 $30,164,115
===============================
See notes to financial statements.
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The TRW Employee Stock Ownership and
Stock Savings Plan
Notes to Financial Statements
December 31, 1994
A. SIGNIFICANT ACCOUNTING POLICIES
Investments in the TRW Stock Fund consist primarily of TRW Inc. (TRW) common
stock which is traded on the New York Stock Exchange and valued at the last
reported sales price on the last business day of the fiscal year.
Investments in the Equity Fund are valued at the redemption price established
by the Trustee, which is based on the fair value of the Bankers Trust Pyramid
Equity Index Fund assets. This Fund is constructed and maintained with the
objective of providing investment results which approximate the overall
performance of the Standard & Poor's Composite Index of 500 stocks. Income is
accumulated and reinvested in the Fund and included in the determination of
unit values.
The Insured Return Fund consists of fully benefit responsive investment
contracts with insurance companies, banks and other financial institutions and
short term investment funds. Benefit responsive contracts provide contract
value payments for participant disbursements, loans and investment transfers as
allowed under the plan. There are exceptions for payments to participants who,
as a result of a corporate event, cease to be employed by TRW. A corporate
event includes a divestiture of an operating unit (for example, a subsidiary or
a division), a significant special early retirement program or other corporate
action that could be construed as causing increased Plan payments to
participants.
Investment contracts provide a stated rate of interest on principal for a
stated period of time. All investment contracts are accounted for at contract
value because they are fully benefit responsive. In accordance with Statement
of Position 94-4, which the plan adopted effective January 1, 1994, contract
value equals fair value because no event has occurred that affects the value of
any contracts. The investment contracts are of three types: general account,
separate account, and synthetic investment contracts. Investment contracts in
the general account of an insurance company where assets are not specifically
identifiable have fixed rates of interest or an indexed rate of interest for
the life of the contract. Investment contracts in separate accounts of an
insurance company have underlying assets that are specifically identifiable and
held for the benefit of the Plan. Under synthetic investment contracts, the
Plan owns assets with an investment contract from an insurance company, bank or
other financial institution surrounding the asset. Both separate account and
synthetic contracts have periodic interest rate resets (monthly, quarterly, or
semi-annually) based on the performance of the underlying assets. All separate
account and synthetic contracts have a guaranteed return of principal. As of
December 31, 1994, approximately $223 million was invested in general account
assets, $110 million in separate account assets, and $158 million in assets
owned by the Plan.
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The TRW Employee Stock Ownership and
Stock Savings Plan
Notes to Financial Statements--Continued
A. SIGNIFICANT ACCOUNTING POLICIES--CONTINUED
The weighted average yield (excluding administrative expenses) for all
investment contracts was 7.29% in 1994 and 7.68% in 1993. The crediting
interest rate for all investment contracts was 7.26% at December 31, 1994 and
7.43% at December 31, 1993.
Investments in the Bond Index Fund are valued at the redemption price
established by the Trustee, which is based on the fair value of the Bankers
Trust Pyramid Intermediate Government Corporate Bond Index Fund. The Bankers
Trust Pyramid Intermediate Government Corporate Bond Index Fund is constructed
and maintained with the objective of providing investment results which
approximate the overall performance of the high quality U.S. government and
corporate bonds included in the Lehman Brothers Government/Corporate Index.
Income is accumulated and reinvested in the fund and included in the
determination of unit values.
Investments in the Small Company Equity Fund are valued at the redemption price
established by the Trustee, which is based on the fair value of the Bankers
Trust Pyramid Russell 2500 Index Fund Assets. The Small Company Equity Fund is
constructed and maintained with the objective of providing investment results
which approximate the overall performance of the 2,500 common stocks included
in the Russell 2500 Equity Index. Income is accumulated and reinvested in the
Fund and included in the determination of unit values.
The cost of securities sold is determined by the average cost method for
purposes of determining realized gains and losses.
B. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan, and is comprised of the TRW Stock
Fund, Equity Fund, Insured Return Fund, Bond Index Fund and Small Company
Equity Fund (the Funds). Effective January 4, 1993, the Bond Index Fund and
Small Company Equity Fund were made available as Plan investment options.
Participation in the Plan is available to substantially all domestic employees
of TRW who have been employed for at least twelve months. The Plan is governed
by the Internal Revenue Code and related legislation.
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The TRW Employee Stock Ownership and
Stock Savings Plan
Notes to Financial Statements--Continued
B. DESCRIPTION OF THE PLAN--CONTINUED
PARTICIPANT CONTRIBUTIONS
The Plan allows eligible employees to contribute up to 13% of qualifying
compensation on a before-tax basis by way of salary reduction; such
contributions are made in increments of one-tenth of one percent of qualifying
compensation and could not exceed $9,240 in 1994 and $8,994 in 1993.
Participants may also elect to contribute, in increments of one percent, up to
10% of qualifying compensation on an after-tax basis. Annual contributions to
a participant's account (including before-tax, after-tax and TRW matching
contributions) and to any other defined contribution plan is limited to the
lesser of $30,000 or 25% of the participant's annual compensation reduced by
the amount of before-tax contributions.
Participants determine the funds in which to invest their contributions.
Employee contributions may be invested, in multiples of 10 percent, in one or
more of the five investment funds. Investment options may be changed at any
time but no more than twice each month.
TRW CONTRIBUTIONS
TRW contributes to the Plan each month, out of current or accumulated earnings,
an amount equal to 100% of each participant's before-tax contributions for such
month without exceeding three percent of the participant's qualifying
compensation. Participants immediately vest in the TRW contributions. All TRW
matching contributions are invested in the ESOP portion of the TRW Stock Fund.
TRW contributions always remain in the TRW Stock Fund and may not be
transferred. TRW contributions may be in the form of cash or treasury or
authorized and unissued shares of TRW Common Stock. TRW Common Stock
contributed is to be valued by any reasonable method selected by TRW.
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The TRW Employee Stock Ownership and
Stock Savings Plan
Notes to Financial Statements--Continued
B. DESCRIPTION OF THE PLAN--CONTINUED
The amount and type of TRW contributions are summarized as follows:
1994 1993
------------------------------
TRW Common Stock $23,398,464 $22,979,004
Cash 12,968,468 13,730,642
------------------------------
$36,366,932 $36,709,646
==============================
WITHDRAWALS AND DISTRIBUTIONS
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 or
elect to defer the payment until the year following termination except a
participant whose account balance exceeds $3,500 may defer such payments until
he or she reaches age 70. Generally, distributions from the TRW Stock Fund
will be paid only in whole shares of TRW Common Stock with the balance in cash.
If a participant elects to defer payment of his or her account, the
undistributed account balance remains invested in the Plan. The following is
the total value of the accounts subject to deferred elections (8,772 as of
December 31, 1994 and 8,778 as of December 31, 1993) that are included in the
net assets of the funds:
1994 1993
---------------------------------
TRW Stock Fund $177,471,974 $175,574,685
Equity Fund 64,261,772 58,859,470
Insured Return Fund 168,485,775 151,008,794
Bond Index Fund 2,066,316 1,876,080
Small Company Equity Fund 6,275,367 4,458,732
---------------------------------
$418,561,204 $391,777,761
=================================
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The TRW Employee Stock Ownership and
Stock Savings Plan
Notes to Financial Statements--Continued
B. DESCRIPTION OF THE PLAN--CONTINUED
Effective January 1, 1988, participants who have attained age 55 as of the end
of the preceding fiscal year-end and commenced participation in the Plan at
least ten years prior may elect, within an election period during each of the
succeeding five consecutive plan years, to receive a special ESOP distribution.
The amount eligible for this special distribution is 50% of the prior fiscal
year-end value (including previous withdrawals) of TRW Common Stock acquired
for the participant's account by the ESOP since 1986, reduced by any previous
withdrawals.
PARTICIPANT LOANS
Participants can borrow from $1,000 to $50,000 (in increments of $100) of their
before-tax contributions, but such borrowings cannot exceed 50% of a
participant's total Plan balance. The interest rate is fixed (prime rate at
the end of the preceding quarter plus one percent) and the repayment period
cannot be less than one year or more than five years.
OTHER
Although it has not expressed any intent to do so, TRW reserves the right to
suspend or terminate the Plan. In the event of termination, the amount of each
participant's account may be retained in trust for the benefit of the
participant.
The above description of the Plan provides only general information.
Participants should refer to the Summary Plan Description, which is available
from the Stock Savings Plan's Participant Service Center, and annual prospectus
for a more complete description of the Plan's provisions.
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18
The TRW Employee Stock Ownership and
Stock Savings Plan
Notes to Financial Statements--Continued
C. INVESTMENTS
The fair value of individual investments that represent 5% or more of the
Plan's total assets are as follows:
DECEMBER 31
1994 1993
---------------------------------
TRW Inc. Common Stock $684,611,928 $693,942,478
Bankers Trust Pyramid Equity
Index Fund 264,983,112 259,363,285
The net realized gain on disposition of investments is as follows:
TRW STOCK FUND
1994 1993
--------------------------------
Value realized $39,868,378 $43,481,968
Average cost 22,401,224 25,233,924
--------------------------------
NET REALIZED GAIN $17,467,154 $18,248,044
================================
EQUITY FUND
1994 1993
--------------------------------
Value realized $29,104,446 $25,615,761
Average cost 22,242,042 20,306,835
--------------------------------
NET REALIZED GAIN $ 6,862,404 $ 5,308,926
================================
BOND INDEX FUND
1994 1993
------------------------------
Value realized $3,043,048 $1,186,983
Average cost 3,039,824 1,171,523
------------------------------
NET REALIZED GAIN $ 3,224 $ 15,460
==============================
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The TRW Employee Stock Ownership and
Stock Savings Plan
Notes to Financial Statements--Continued
C. INVESTMENTS--CONTINUED
SMALL COMPANY EQUITY FUND
1994 1993
-------------------------
Value realized $5,248,954 $4,368
Average cost 5,192,118 4,253
---------- ------
NET REALIZED GAIN $ 56,836 $ 115
=========================
The net unrealized appreciation of investments included in net assets is as
follows:
TRW Stock Equity Bond Index Small Company
Fund Fund Fund Equity Fund
---------------------------------------------------------------
BALANCE AT DECEMBER 31, 1992 $220,270,572 $51,679,152 $ 0 $ 0
Increase for the year 95,060,294 16,834,016 355,749 1,547,470
---------------------------------------------------------------
BALANCE AT DECEMBER 31, 1993 315,330,866 68,513,168 355,749 1,547,470
(Decrease) for the year (49,322,621) (3,292,084) (375,586) (1,025,812)
---------------------------------------------------------------
BALANCE AT DECEMBER 31, 1994 $266,008,245 $65,221,084 $ (19,837) $ 521,658
===============================================================
On a revalued basis, which is in accordance with Department of Labor Form 5500
requirements, the realized and unrealized gains (losses) are not available at
the date of the Report of Independent Auditors. A separate schedule will be
included in the Form 5500 when filed.
D. ADMINISTRATIVE EXPENSES
Generally, salaries and wages of the administrative staff are paid by TRW.
Expenses relating to investment advisor fees, management fees, trustee fees,
audit fees, printing and postage are paid from Plan assets. Expenses directly
attributable to any one fund are charged to that fund. Expenses not directly
attributable to any one fund are allocated to each fund in the proportion that
the market value of the assets of each fund bears to the total market value of
all Plan assets. Brokerage fees and commissions incident to the purchase or
sale of securities are paid by the fund in which they are incurred and are
included in the cost of securities purchased or sold.
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The TRW Employee Stock Ownership and
Stock Savings Plan
Notes to Financial Statements--Continued
E. FEDERAL INCOME TAX STATUS OF THE PLAN
The Plan is exempt from federal income taxes as a qualified profit sharing
plan. The Plan has received a favorable determination letter from the Internal
Revenue Service as to the tax qualified status of the Plan. This letter does
not express an opinion as to whether the Plan satisfies the provisions of the
Tax Reform Act of 1986. The Plan was amended to comply with the Act and a new
determination letter was requested during December 1994. The Plan's Board of
Administration 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.
F. TRANSACTIONS WITH PARTIES-IN-INTEREST
Party-in-interest transactions include the purchase and sale of short-term
investments managed by the Plan's Trustee, Bankers Trust Company.
At December 31, 1994 and 1993, the Bankers Trust Pyramid Equity Index Fund
holds 193,086 and 269,103 shares of TRW Inc. Common Stock having a fair value
of $12,743,676 and $18,635,383, respectively.
Bankers Trust Company managed assets of the Plan of approximately $326,484,449
and $312,698,446 at December 31, 1994 and 1993, respectively, and received
trustee fees of $679,021 and $712,846 in 1994 and 1993, respectively.
There were no party-in-interest transactions which were prohibited under
Department of Labor Regulations.
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The TRW Employee Stock Ownership and
Stock Savings Plan
Notes to Financial Statements--Continued
G. NUMBER OF PARTICIPANTS (UNAUDITED)
The summary below sets forth the number of contributing participants by their
current investment option(s):
DECEMBER 31
1994 1993
------------------------
TRW Stock Fund 12,208 12,113
Equity Fund 13,397 13,785
Insured Return Fund 16,020 17,871
Bond Index Fund 2,631 1,786
Small Company Equity Fund 5,121 3,162
The total number of participants in the Plan is less than the sum of the number
of employees shown above because many are participating in more than one fund.
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The TRW Employee Stock Ownership and
Stock Savings Plan
Schedule of Assets Held for Investment Purposes
December 31, 1994
Crediting
Interest Fair Value
Shares Maturity Date Rate Cost (see Note A)
---------- ---------------------------------------------------------------
COMMON STOCK
10,372,908 TRW Inc. $418,603,683 $684,611,928
-----------------------------
TOTAL COMMON STOCK 418,603,683 684,611,928
SHORT-TERM INVESTMENTS
Bankers Trust Pyramid Directed Account Cash Fund 14,892,406 14,892,406
---------------------------
TOTAL SHORT-TERM INVESTMENTS 14,892,406 14,892,406
GUARANTEED INVESTMENT CONTRACTS
Bankers Trust:
Contract 93-515 September 30, 2000 5.67% 43,811,734 43,811,734
Provident Life & Accident:
Contract 630-05575 September 1, 2003 5.71 37,815,901 37,815,901
-----------------------------
81,627,635 81,627,635
SEPARATE ACCOUNT CONTRACTS
Aetna Life Insurance Co.:
Contract 014460 November 15, 2002 7.96 27,777,106 27,777,106
Crown Life Insurance Co.:
Contract 9005876 March 3, 1998 4.02 5,795,705 5,795,705
John Hancock Mutual Life:
Contract 7441 May 1, 2004 7.14 11,259,063 11,259,063
Contract 7441-2 June 30, 1997 7.14 22,038,013 22,038,013
Metropolitan Life Insurance Co:
Contract 12702 January 2, 2001 5.50 30,090,238 30,090,238
Contract 18544-B December 31, 1998 6.95 2,694,853 2,694,853
Prudential Insurance Co. of American:
Contract 6581-1 January 15, 2001 9.39 3,163,885 3,163,885
Contract 6661-2 May 15, 2001 9.57 5,395,879 5,395,879
Contract 6702-3 November 20, 2000 8.45 1,596,781 1,596,781
-----------------------------
109,811,523 109,811,523
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23
The TRW Employee Stock Ownership and
Stock Savings Plan
Schedule of Assets Held for Investment Purposes--Continued
Crediting
Interest Fair Value
Shares Maturity Date Rate Cost (see Note A)
---------- ---------------------------------------------------------------
GUARANTEED INVESTMENT CONTRACTS--CONTINUED
SYNTHETIC INVESTMENT CONTRACTS
Bankers Trust (Del) Basic:
Contract 92-310 October 25, 1995 6.34 4,156,811 4,156,811
Contract 92-352 November 27, 1995 5.42 3,248,963 3,248,963
People Security Life:
Contract 00025TR-1 June 25, 1997 4.68 6,000,368 6,000,368
Contract 00025TR-2 May 25, 1998 5.22 5,003,948 5,003,948
Contract 00025TR-3 September 25, 1998 5.63 3,962,846 3,962,846
Contract 00025TR-4 January 15, 1998 5.40 2,471,757 2,471,757
Contract 00025TR-5 August 25, 1998 5.21 2,503,401 2,503,401
Contract 00025TR-6 August 25, 1998 5.27 4,299,078 4,299,078
Contract 00025TR-7 July 15, 1997 5.13 1,039,845 1,039,845
Contract 00025TR-8 November 15, 2000 6.50 4,771,681 4,771,681
Contract 00025TR-9 November 15, 2000 7.18 4,629,265 4,629,265
Contract 00025TR-10 May 17, 1999 6.99 9,420,951 9,420,951
Contract 00025TR-11 February 16, 1999 7.11 944,177 944,177
Contract 00025TR-12 April 26, 1999 7.57 4,766,193 4,766,193
Provident Life & Accident:
Contract 630-05751 October 25, 1999 7.35 1,793,505 1,793,505
--------------------------
59,012,789 59,012,789
COLLATERALIZED
CDC Investment Management Corp.:
Contract 115-01 April 15, 1998 6.45 5,126,164 5,126,164
Contract 115-02 April 30, 1999 7.14 6,036,078 6,036,078
Contract 115-03 April 31, 1998 7.19 6,000,000 6,000,000
--------------------------
17,162,242 17,162,242
FIXED RATE AND FIXED TERM
Aetna Life Insurance Company:
Contract 13822-001 March 5, 1997 9.69 14,135,910 14,135,910
Contract 13822-002 September 30, 1997 9.77 14,138,515 14,138,515
Allstate Life Insurance Company:
Contract 4914 April 3, 1995 9.00 15,159,071 15,159,071
22
24
The TRW Employee Stock Ownership and
Stock Savings Plan
Schedule of Assets Held for Investment Purposes--Continued
Crediting
Interest Fair Value
Shares Maturity Date Rate Cost (see Note A)
---------- ---------------------------------------------------------------
GUARANTEED INVESTMENT CONTRACTS--CONTINUED
Canada Life Assurance Company:
Contract 45229 March 26, 1995 8.78 10,590,915 10,590,915
Contract 45299 June 21, 1995 9.60 5,207,621 5,207,621
Contract 45377 November 1, 1995 9.10 10,069,439 10,069,439
Contract 45800 June 1, 1998 5.23 5,228,535 5,228,535
Contract 45839 June 16, 1999 7.06 6,191,386 6,191,386
Commonwealth Life Ins. Company:
Contract ADA0314FR July 3, 1995 9.30 7,403,341 7,403,341
Continental Assurance Company:
Contract 12619 July 1, 1996 8.50 13,570,460 13,570,460
Contract 12619-026 February 1, 1995 6.55 6,009,485 6,009,485
Contract 12619-B November 1, 1996 8.42 13,357,357 13,357,357
John Hancock Mutual Life
Contract 5660 August 15, 1997 9.43 7,374,621 7,374,621
Contract 7314 January 14, 1999 5.44 10,502,765 10,502,765
Mass Mutual Life Insurance Company:
Contract 10062 November 3, 1997 9.70 14,592,549 14,592,549
Metropolitan Life Ins. Company:
Contract 18544-A January 3, 1995 8.70 539,416 539,416
New York Life Ins. Company:
Contract 6232 August 1, 1996 8.42 10,350,641 10,350,641
Contract GA06216 June 3, 1996 8.42 10,442,915 10,442,915
Peoples Security Life:
Contract BDA0243FR January 15, 1996 8.21 2,143,249 2,143,249
Principal Mutual Life:
Contract 78599 January 3, 1995 9.15 1,607,131 1,607,131
Prudential Ins. Co. of America:
Contract 6569-501 May 1, 1996 8.41 13,046,338 13,046,338
23
25
The TRW Employee Stock Ownership and
Stock Savings Plan
Schedule of Assets Held for Investment Purposes--Continued
Crediting
Interest Fair Value
Shares Maturity Date Rate Cost (see Note A)
---------- ---------------------------------------------------------------
GUARANTEED INVESTMENT CONTRACTS--CONTINUED
Sun Life Ass. Canada (US):
Contract S-0882-G July 31, 1998 5.54 7,496,639 7,496,639
Contract S-0910-G August 2, 1999 7.39 5,130,597 5,130,597
United of Omaha Life Ins.:
Contract 8552 August 1, 1995 9.00 3,090,247 3,090,247
------------------------------
207,379,143 207,379,143
VARIABLE RATE AND FIXED TERM
Hardford Life Insurance Company:
Contract 9382 March 20, 1995 6.91 10,133,914 10,133,914
------------------------------
10,133,914 10,133,914
VARIABLE RATE AND TERM
People Security Life:
Contract BDA0185ST March 31, 1995 6.02 5,972,790 5,972,790
------------------------------
TOTAL GUARANTEED INVESTMENT CONTRACTS 491,100,036 491,100,036
COMMON TRUST FUNDS
Bankers Trust Pyramid Equity Index Fund 199,762,028 264,983,112
Bankers Trust Pyramid Russell 2,500 Index Fund 35,695,258 36,216,916
Bankers Trust Pyramid Fixed Income Index Fund 10,411,852 10,392,015
------------------------------
TOTAL COMMON TRUST FUNDS 245,869,138 311,592,043
Participant loans 7.00%-11.50% 55,686,025 55,686,025
------------------------------
TOTAL INVESTMENTS $1,226,151,288 $1,557,882,438
==============================
24
26
The TRW Employee Stock Ownership and
Stock Savings Plan
Schedule of Reportable Transactions
Year Ended December 31, 1994
Fair
Value
of Asset on
Purchase Selling Cost Transaction Net Gain
Identity of Party Involved Description Price Price of Asset Date (Loss)
of Assets
------------------------------------------------------------------------------------------------------------------------------------
SINGLE TRANSACTIONS IN EXCESS
OF 5% OF THE FAIR VALUE OF
PLAN ASSETS
There were no single transactions in excess of 5% of the fair value of Plan assets.
SERIES OF TRANSACTIONS IN
EXCESS OF 5% OF THE
FAIR VALUE OF PLAN ASSETS
Bankers Trust: BT Pyramid Directed Account
279 Purchases Cash Fund $162,409,252 $162,409,252 $162,409,252 $0
87 Sales $164,689,971 164,689,971 164,689,971 0
25