1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission file number 1-2384
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TRW Inc.
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(Exact name of registrant as specified in its charter)
Ohio 34-0575430
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(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
1900 Richmond Road, Cleveland, Ohio 44124
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(Address of principal executive offices)
(Zip Code)
(216) 291-7000
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
As of September 30, 1997, there were 123,159,966 shares of
TRW Common Stock, $0.625 par value, outstanding.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
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Statements of Earnings (unaudited)
TRW Inc. and subsidiaries
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Third quarter ended Nine months ended
September 30 September 30
In millions except per share data 1997 1996 1997 1996
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Sales $2,521 $2,320 $8,033 $7,406
Cost of sales 2,055 2,187 6,551 6,331
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Gross profit 466 133 1,482 1,075
Administrative and selling expenses 165 157 501 487
Research and development expenses 115 100 338 305
Interest expense 20 37 57 76
Other (income)expense-net - 57 6 72
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Earnings(loss) from continuing
operations before income taxes 166 (218) 580 135
Income taxes 58 (72) 218 62
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Earnings(loss) from continuing 108 (146) 362 73
operations
Discontinued operations:
Earnings from operations - 10 - 38
Gain on disposal - 242 - 242
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Net earnings $ 108 $ 106 $ 362 $ 353
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PER SHARE OF COMMON STOCK
Fully diluted
Continuing operations $ .85 $(1.10) $ 2.82 $ .53
Discontinued operations:
Earnings from operations - .07 - .28
Gain on disposal - 1.82 - 1.82
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Net earnings per share $ .85 $ .79 $ 2.82 $ 2.63
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Primary
Continuing operations $ .86 $(1.13) $ 2.85 $ .54
Discontinued operations:
Earnings from operations - .08 - .29
Gain on disposal - 1.86 - 1.83
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Net earnings per share $ .86 $ .81 $ 2.85 $ 2.66
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Shares used in computing per share
amounts
Fully diluted 126.8 132.3 128.3 133.9
Primary 126.4 130.5 127.1 132.5
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Dividends declared $ .31 $ .275 $ .62 $ .55
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Statements of Cash Flows (unaudited)
TRW Inc. and subsidiaries
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Nine months ended
September 30
In millions 1997 1996
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Operating activities:
Net earnings $ 362 $ 353
Adjustments to reconcile net earnings to net cash
provided by continuing operations:
Discontinued operations - (280)
Depreciation and amortization 366 327
Deferred income taxes 21 38
Other-net 9 4
Changes in assets and liabilities, net of effects of businesses acquired or
sold:
Accounts receivable (66) (143)
Inventories and prepaid expenses (48) (13)
Accounts payable and other accruals (141) 143
Other-net 19 (69)
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Net cash provided by operating activities 522 360
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Investing activities:
Capital expenditures (361) (276)
Proceeds from divestitures - 965
Acquisitions, net of cash acquired (415) -
Other-net (34) 33
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Net cash provided by (used in) investing activities (810) 722
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Financing activities:
Increase(decrease) in short-term debt 258 (54)
Proceeds from debt in excess of 90 days 107 31
Principal payments on debt in excess of 90 days (37) (76)
Reacquisition of common stock (202) (257)
Dividends paid (116) (109)
Other-net 37 45
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Net cash provided by (used in) financing activities 47 (420)
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Effect of exchange rate changes on cash (9) (1)
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Increase (decrease) in cash and cash equivalents (250) 661
Cash and cash equivalents at beginning of period 386 59
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Cash and cash equivalents at end of period $ 136 $ 720
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Balance Sheets (unaudited)
TRW Inc. and subsidiaries
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September 30 December 31
In millions 1997 1996
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Assets
Current assets
Cash and cash equivalents $ 136 $ 386
Accounts receivable 1,489 1,378
Inventories 578 524
Prepaid expenses 91 69
Deferred income taxes 214 424
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Total current assets 2,508 2,781
Property, plant and equipment-on the basis of cost 6,114 5,880
Less accumulated depreciation and amortization 3,511 3,400
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Total property, plant and equipment-net 2,603 2,480
Intangible assets
Intangibles arising from acquisitions 517 258
Other 56 31
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573 289
Less accumulated amortization 90 78
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Total intangible assets-net 483 211
Other assets 487 427
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$6,081 $5,899
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Liabilities and shareholders' investment
Current liabilities
Short-term debt $ 364 $ 52
Accounts payable 743 781
Current portion of long-term debt 70 72
Other current liabilities 1,217 1,252
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Total current liabilities 2,394 2,157
Long-term liabilities 731 767
Long-term debt 531 458
Deferred income taxes 95 272
Minority interests in subsidiaries 105 56
Capital stock 77 81
Other capital 465 437
Retained earnings 2,264 1,978
Cumulative translation adjustments (61) 47
Treasury shares-cost in excess of par value (520) (354)
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Total shareholders' investment 2,225 2,189
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$6,081 $5,899
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Results by Business Segments (unaudited)
TRW Inc. and subsidiaries
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Third quarter ended Nine months ended
September 30 September 30
In millions 1997 1996 1997 1996
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Sales
Automotive $1,570 $1,500 $5,239 $4,881
Space & Defense 951 820 2,794 2,525
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Sales $2,521 $2,320 $8,033 $7,406
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Operating profit(loss)
Automotive $ 136 $ (105) $ 485 $ 205
Space & Defense 77 (48) 235 76
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Operating profit(loss) 213 (153) 720 281
Company Staff and other (29) (24) (77) (59)
Minority interest in earnings of
consolidated subsidiaries (3) (2) (14) (9)
Interest expense (20) (37) (57) (76)
Earnings(loss) from affiliates 5 (2) 8 (2)
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Earnings(loss) from continuing
operations before income taxes $ 166 $ (218) $ 580 $ 135
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NOTES TO FINANCIAL STATEMENTS
(unaudited)
Principles of Consolidation
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The financial statements include the accounts of the Company and its
subsidiaries except for two insurance subsidiaries. The wholly-owned insurance
subsidiaries and the majority of investments in affiliated companies, which are
not significant individually or in the aggregate, are accounted for by the
equity method.
Environmental Costs
- -------------------
During the first quarter of 1997, the Company adopted the provisions of AICPA
Statement of Position (SOP) 96-1, Environmental Remediation Liabilities. There
was no financial statement effect of the adoption as the Company's previous
method of accounting for environmental costs was in accordance with SOP 96-1.
Discontinued Operations
- -----------------------
In September 1996, the Company sold substantially all of the businesses of its
Information Systems and Services segment. Net proceeds of approximately $965
million in cash resulted in a gain of $468 million ($242 million after tax,
$1.82 per share). The financial statements reflect as discontinued operations
for all periods presented that segment's operating results as well as the
related transaction gain. Sales of the discontinued operations were $140 million
and $453 million for the third quarter and first nine months of 1996,
respectively.
Special Charges
- ---------------
In the third quarter of 1996, the Company recorded a before-tax charge of $365
million ($233 million after tax or $1.76 per share) for actions taken in the
automotive and space and defense businesses.
The components of the charge included plant closure and severance costs of $102
million, contract reserves of $99 million, litigation and warranty expenses of
$94 million, asset write-downs of $53 million and other items of $17 million.
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The charges are included in the Statement of Earnings for 1996 as follows: $289
million included in cost of sales; $18 million included in interest expense; and
$58 million included in other(income) expense-net.
Acquisition
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In February 1997, the Company completed its purchase of an eighty percent equity
interest in the air bag and steering wheel business of Magna International. The
purchase price of approximately $450 million has been tentatively allocated to
the net assets acquired based on their fair values.
Inventories
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Inventories consist of the following:
(In millions)
September 30 December 31
1997 1996
---- ----
Finished products and work in process $300 $295
Raw materials and supplies 278 229
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$578 $524
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Long-Term Liabilities
- ---------------------
Long-term liabilities at September 30, 1997 and December 31, 1996, include $654
million and $681 million, respectively, relating to postretirement benefits
other than pensions.
Other (Income)Expense-Net
- -------------------------
Other (income)expense included the following:
(In millions)
Third quarter ended Nine months ended
September 30 September 30
1997 1996 1997 1996
----------------- ----------------- ------------- -------------
Other income $ (19) $ (17) $ (47) $ (36)
Other expense 18 73 48 104
Foreign currency translation 1 1 5 4
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$ - $ 57 $ 6 $ 72
==== ===== === =====
Other expense for the third quarter and first nine months of 1996 includes
expenses related to the settlement of a lawsuit.
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Earnings Per Share
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Fully diluted earnings per share have been computed based on the weighted
average number of shares of Common Stock outstanding during each period,
including common stock equivalents and assuming the conversion of the Serial
Preference Stock II--Series 1 and 3. Primary earnings per share have been
computed based on the weighted average number of shares of Common Stock
outstanding during each period including common stock equivalents.
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, Earnings per Share, which is required to be adopted on December 31, 1997.
At that time, the Company will be required to change the method currently used
to compute earnings per share and to restate all prior periods. Under the new
requirements for calculating primary earnings per share, the dilutive effect of
stock options will be excluded. There is an immaterial impact of Statement No.
128 on the calculation of primary and fully diluted earnings per share for the
third quarter and first nine months of 1997 and 1996.
In April 1997, the number of authorized shares of TRW Common Stock was increased
from 250,000,000 to 500,000,000 shares.
Supplemental Cash Flow Information
- ----------------------------------
Nine months ended
(In millions) September 30
----------------------------------
1997 1996
---- ----
Interest paid (net of amount capitalized) $56 $ 75
Income taxes paid (net of refunds) $36 $214
For purposes of the statements of cash flows, the Company considers all highly
liquid investments purchased with a maturity of three months or less to be cash
equivalents.
Other Contingencies
- -------------------
During 1996, the Company was advised by the Department of Justice ("DOJ") that
it had been named as a defendant in two lawsuits brought by a former employee
and filed under seal in 1994 and 1995, respectively, in the United States
District Court for the Central District of California under the QUI TAM
provisions of the civil False Claims Act. The Act permits an individual to bring
suit in the name of the United States and share in any recovery. The allegations
in the lawsuit relate to the classification of costs incurred by the Company
that were charged
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to certain of its federal contracts. Under the law, the government must
investigate the allegations and determine whether it wishes to intervene and
take responsibility for the lawsuits. The actions remain under seal until the
government completes its investigations and determines whether to intervene.
However, permission from the court has been obtained by the Company to make the
disclosures contained herein. The Company is cooperating with the DOJ's
investigation and is engaged in ongoing discussions with them regarding the
allegations. The Company cannot presently predict the outcome of these matters,
although management believes that the Company would have meritorious defenses if
either the government decides to pursue the lawsuits or the former employee
decides to do so without government participation.
TRW Vehicle Safety Systems Inc. ("VSSI") has reported to the Arizona Department
of Environmental Quality ("ADEQ") potential violations of the Arizona hazardous
waste law at its Queen Creek, Arizona facility for failure properly to label and
dispose of waste water that might be classified as hazardous waste. ADEQ is
conducting an investigation into these potential violations and VSSI is
cooperating with the investigation. If ADEQ initiates proceedings against VSSI
with respect to such matters, VSSI could be liable for penalties and fines and
other relief. Management is unable to make a meaningful estimate of the amount
or range of possible liability at this time.
Interim Statements
- ------------------
The financial statements are based in part on approximations and are subject to
adjustments that may develop, such as unsettled contract and renegotiation
matters and matters that arise in connection with the annual audit of the
financial statements; however, in the opinion of management, all adjustments
(which consist of normal recurring accruals) necessary for a fair presentation
of the results of operations for the periods presented have been included.
Results of operations for any interim period are not necessarily indicative of
the results to be expected for the full year.
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Item 2. Management's Discussion and Analysis of Financial Condition
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and Results of Operations
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RESULTS OF OPERATIONS
(In millions except per share data)
Nine Months Ended
Third Quarter September 30
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1997 1996 1997 1996
---- ---- ---- ----
Sales $2,521 $2,320 $8,033 $7,406
Operating profit (loss) $ 213 $ (153) $ 720 $ 281
Earnings (loss) from
continuing operations $ 108 $ (146) $ 362 $ 73
Earnings from discontinued
operations - $ 252 - $ 280
Fully diluted earnings
per share $ .85 $ .79 $ 2.82 $ 2.63
Effective tax rate on
continuing operations 34.4% 33.0% 37.5% 45.9%
The increase in sales for the third quarter and first nine months of 1997 was
primarily due to the sales contribution from acquisitions and from higher volume
in the Automotive and Space and Defense segments. The sales increase was
moderated by the effect of a strong U.S. dollar.
The higher operating profit was due to the acquisitions, continued
cost-reduction efforts, and profit from the higher sales volume in the
Automotive and Space and Defense segments, partially offset by the effect of
lower pricing in the Automotive segment. Operating profit (loss) for the third
quarter and first nine months of 1996 included a before-tax charge of $344
million for actions taken in the automotive and space and defense businesses.
See "Special Charges" note in the Notes to Financial Statements for further
information. Operating profit for the first nine months of 1996 included a $15
million before tax charge related to the initial application of Statement of
Financial Accounting Standards (SFAS) No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of.
Earnings(loss) from continuing operations for the first nine months of 1996
included a $12 million benefit from an insurance claim settlement primarily
related to previously divested businesses, offset by a $13 million noncash
charge related to the initial application of SFAS No. 121.
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Earnings from discontinued operations includes the earnings from operations and
the gain on the third quarter sale of substantially all of the businesses in the
Information Systems and Services segment. See the "Discontinued Operations" note
in the Notes to Financial Statements for further information.
Interest expense was $57 million for the first nine months of 1997 compared to
$76 million for the first nine months of 1996. Third quarter 1996 interest
expense included $18 million related to the interest component of a litigation
settlement.
The reduction in the third quarter effective tax rate was primarily attributable
to federal and state tax incentives and the tax benefit from the realignment of
certain foreign operations.
Automotive
(In millions)
Nine Months Ended
Third Quarter September 30
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Percent Percent
1997 1996 Inc(Dec) 1997 1996 Inc(Dec)
---- ---- -------- ---- ---- --------
Sales $1,570 $1,500 5% $5,239 $4,881 7%
Operating profit
(loss)as reported $ 136 $ (105) $ 485 $ 205
Special charges - $ 235 - $ 235
-------- ----- -------- -----
Adjusted operating
profit $ 136 $ 130 5% $ 485 $ 440 10%
The increase in sales for the third quarter and first nine months of 1997 was
primarily due to the sales contribution from the acquisitions of airbag and
steering wheel operations and from higher volume in the air bag, seat belt,
steering and engine component businesses. The sales increase was moderated by
the effect of a strong U.S. dollar, as well as lower pricing.
The higher operating profit for the third quarter and first nine months of 1997
resulted from the acquisitions, higher sales volume, and continued
cost-reduction efforts, partially offset by the effect of lower pricing and the
effect of a strong U.S. dollar. Operating profit for the first nine months of
1996 included a $15 million before-tax charge related to the initial adoption of
SFAS No. 121.
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Special charges recorded during the third quarter of 1996 related to
reconfiguration of manufacturing plants, litigation and warranty expenses and
asset write-downs. See "Special Charges" note in the Notes to Financial
Statements for further information.
Space & Defense
(In millions)
Nine Months Ended
Third Quarter September 30
--------------------------------------------- ---------------------------------------------
Percent Percent
1997 1996 Inc (Dec) 1997 1996 Inc (Dec)
---- ---- --------- ---- ---- ---------
Sales $951 $820 16% $2,794 $2,525 11%
Operating profit
(loss) $ 77 $(48) 260% $ 235 $ 76 209%
Sales and operating profit for the third quarter and first nine months of 1997
increased primarily due to the successful conversion of recent contract awards
into revenue growth as well as strong ongoing program performance.
Operating profit(loss) for the third quarter and first nine months of 1996
includes charges for certain contract reserves. Excluding these charges,
operating profit was $61 million and $185 million for the third quarter and
first nine months of 1996, respectively.
LIQUIDITY AND FINANCIAL POSITION
In the first nine months of 1997, cash flow provided by operating activities of
$522 million, a net increase in debt of $328 million, and a net decrease of $6
million in other items were used to fund business acquisitions of $415 million,
capital expenditures of $361 million, reacquisition of common stock of $202
million, and dividend payments of $116 million. As a result, cash and cash
equivalents decreased by $250 million.
Net debt (short-term debt, the current portion of long-term debt and long-term
debt less cash and cash equivalents) was $829 million at September 30, 1997,
compared to $196 million at December 31, 1996. The ratio of net debt to total
capital (net debt, minority interests and shareholders' investment) at September
30, 1997 was 26 percent compared to 8 percent at December 31, 1996.
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During the first nine months of 1997, the Company issued $80 million in
medium-term notes under its shelf registration statements. The notes were used
to refinance short-term debt. After this issuance, $420 million remains
available for borrowing under the Company's shelf registration statements.
During the first nine months of 1997, the Company amended the terms of its U.S.
and multicurrency revolving credit agreements to extend the expiration date of
the agreements from July 1, 2001 to July 1, 2002. Also, one additional bank
joined the bank group providing the U.S. revolving credit agreement and one
additional bank joined the bank group providing the multicurrency revolving
credit agreement.
During the first nine months of 1997, 3.8 million shares of TRW Common Stock
were repurchased for approximately $202 million.
Implementation of the Odyssey program has gone more slowly than anticipated, due
to the delays in attracting the necessary financial investors. However, we are
continuing to explore a variety of options, including attracting new investors,
and are considering strategic alternatives for capitalizing on our technology.
Management believes that funds generated from operations and existing borrowing
capacity will be adequate to fund the Company's current share repurchase program
and to support and finance planned growth, capital expenditures,
company-sponsored research and development programs and dividends payments to
shareholders.
OTHER MATTERS
During 1996, the Company was advised by the Department of Justice that it had
been named as a defendant in two lawsuits brought by a former employee and filed
under seal under the QUI TAM provisions of the civil False Claims Act. See
"Other Contingencies" note in the Notes to Financial Statements for further
information.
TRW Vehicle Safety Systems Inc. ("VSSI") has reported to the Arizona Department
of Environmental Quality ("ADEQ") potential violations of the Arizona hazardous
waste law at its Queen Creek, Arizona facility for failure properly to label and
dispose of waste water that might be classified as hazardous waste. ADEQ is
conducting an investigation into these potential violations and VSSI is
cooperating with the investigation. If ADEQ initiates proceedings against VSSI
with respect to such matters, VSSI could
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be liable for penalties and fines and other relief. Management is unable to make
a meaningful estimate of the amount or range of possible liability at this time.
FORWARD-LOOKING STATEMENTS
Statements in this filing that are not historical facts are forward-looking
statements, which involve risks and uncertainties that could affect the
Company's actual results. Information regarding the important factors that could
cause TRW's actual results to differ materially from the forward-looking
statements contained in this filing can be found in TRW's reports filed with the
Securities and Exchange Commission, including TRW's Form 8-K filed on May 20,
1997.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
------------------
On July 21, 1997, the United States Environmental Protection Agency
("EPA") issued a notice of violation to the Company under the Clean Air Act with
respect to air emissions at the former Izumi Industries, Corporation, Inc.
facility in Yaphank, New York. TRW acquired this facility in November 1996. On
August 15, 1997, the New York State Department of Environmental Conservation
("DEC") commenced an administrative enforcement action against the Company under
the New York Environmental Conservation Law with respect to such emissions. On
September 11, 1997, the Company agreed to an Order of Consent with the DEC,
pursuant to which the Company has paid a $300,000 civil penalty to the DEC and
has initiated certain specified actions to bring the facility into compliance
with applicable regulatory standards relating to air emissions. These matters
are not expected to have a material effect on TRW's financial position. TRW is
seeking reimbursement from Izumi Industries, Corporation, Inc. for the costs
arising from such Order of Consent.
TRW Vehicle Safety Systems Inc. ("VSSI") has reported to the Arizona
Department of Environmental Quality ("ADEQ") potential violations of the Arizona
hazardous waste law at its Queen Creek, Arizona facility for failure properly to
label and dispose of waste water that might be classified as hazardous waste.
ADEQ is conducting an investigation into these potential violations and VSSI is
cooperating with the investigation. If ADEQ initiates proceedings against VSSI
with respect to such matters, VSSI could be liable for penalties and fines and
other relief. Management is unable to make a meaningful estimate of the amount
or range of possible liability at this time.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits:
10(a) Amendment to Multi-Year Revolving Credit Agreement (as amended
and restated as of May 8, 1996), dated as of August 7, 1997
among TRW Inc. and various financial institutions.
10(b) Consulting Agreement dated September 18, 1997 between TRW Inc.
and G. H. Heilmeier.
11 Computation of Earnings Per Share -- Unaudited.
27 Financial Data Schedule.
99 Computation of Ratio of Earnings to Fixed Charges -- Unaudited
(Supplement to Exhibit 12 of the following Form S-3
Registration Statements of the Company: No. 33-61711, filed
August 10, 1995, and No. 33-42870, filed September 20, 1991).
(b) Reports on Form 8-K:
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRW Inc.
Date: October 20, 1997 By: /s/ William B. Lawrence
-----------------------------
William B. Lawrence
Executive Vice President and
Secretary
Date: October 20, 1997 By: /s/ Carl G. Miller
------------------------
Carl G. Miller
Executive Vice President
and Chief Financial Officer
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FORM 10-Q
Quarterly Report for Quarter Ended September 30, 1997
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
10(a) Amendment to Multi-Year Revolving Credit Agreement (as amended
and restated as of May 8, 1996), dated as of August 7, 1997
among TRW Inc. and various financial institutions.
10(b) Consulting Agreement dated September 18, 1997 between TRW Inc.
and G. H. Heilmeier.
11 Computation of Earnings Per Share --Unaudited.
27 Financial Data Schedule.
99 Computation of Ratio of Earnings to Fixed Charges -- Unaudited
(Supplement to Exhibit 12 of the following Form S-3
Registration Statements of the Company: No. 33-61711, filed
August 10, 1995, and No. 33-42870, filed September 20, 1991).