-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N4S7Bgu0CZ0h7m5mYtkcaj9spFRIfnDsREFGTQdn+XJuB5yRHstw6GriFYu1O+zM /u/xXMEJd2vsw9E9VxVj3Q== 0000950152-00-003654.txt : 20000505 0000950152-00-003654.hdr.sgml : 20000505 ACCESSION NUMBER: 0000950152-00-003654 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRW INC CENTRAL INDEX KEY: 0000100030 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340575430 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-02384 FILM NUMBER: 618898 BUSINESS ADDRESS: STREET 1: 1900 RICHMOND RD CITY: CLEVELAND STATE: OH ZIP: 44124 BUSINESS PHONE: 2162917000 MAIL ADDRESS: STREET 1: 1900 RICHMOND ROAD CITY: CLEVELAND STATE: OH ZIP: 44124 11-K 1 TRW INC. 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended: December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from ______________to _____________ Commission file number 1-2384 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: TRW Employee Stock Ownership and Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive officer: TRW Inc. 1900 Richmond Road Cleveland, Ohio 44124 2 Audited Financial Statements THE TRW EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN December 31, 1999 and 1998 PLAN NUMBER: 027 PLAN SPONSOR TRW Inc. EMPLOYER IDENTIFICATION NUMBER: 34-0575430 PLAN ADMINISTRATOR TRW Inc. 3 Report of Independent Auditors Board of Administration The TRW Employee Stock Ownership and Savings Plan We have audited the accompanying statements of net assets available for benefits of The TRW Employee Stock Ownership and Savings Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits, with fund information, 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 auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit 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 Savings Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. 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, 1999, 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 Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audit of the 1999 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1999 basic financial statements taken as a whole. April 27, 2000 1 4 The TRW Employee Stock Ownership and Savings Plan Statements of Net Assets Available for Benefits, with Fund Information December 31, 1999
TRW Stock Fund Primco --------------------------------- Putnam Stable Participant Non-Participant S&P 500 Value Directed Directed Index Portfolio Fund --------------------------------- ---------------------------------- ASSETS Investments: TRW Common Stock $ 378,560,209 $660,439,454 Shares of Putnam Income Fund Shares of PBHG Emerging Growth Fund Shares of Bernstein International Value Portfolio Shares of Putnam Investors Fund Shares of George Putnam Fund of Boston Putnam S&P 500 Index Portfolio $866,910,952 Putnam Small Company Equity Portfolio Primco Stable Value Fund $502,627,561 Participant loan receivables Cash 514,122 Receivable from TRW Receivable for investments sold 72,078 Receivable for portfolio shares issued 1,941,818 269,118 Interest and dividends receivable 770,957 2,592,276 Receivable from other funds 6,938 1,154,624 Receivable for futures 50,150 --------------------------------------------------------------------- Total assets 378,567,147 660,439,454 870,260,077 506,643,579 LIABILITIES Accrued expenses 22,292 39,629 178,370 133,080 Payable for securities purchased 263,014 Payable for portfolio shares redeemed 287,786 814,777 --------------------------------------------------------------------- Total liabilities 22,292 39,629 729,170 947,857 --------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $ 378,544,855 $ 660,399,825 $ 869,530,907 $ 505,695,722 =====================================================================
Putnam Small Bernstein Company Putnam PBHG International Putnam Equity Income Emerging Value Investors Portfolio Fund Growth Fund Portfolio II Fund ------------------------------------------------------------------------------ ASSETS Investments: TRW Common Stock Shares of Putnam Income Fund $ 42,930,612 Shares of PBHG Emerging Growth Fund $ 54,766,148 Shares of Bernstein International Value Portfolio $ 34,338,870 Shares of Putnam Investors Fund $191,053,304 Shares of George Putnam Fund of Boston Putnam S&P 500 Index Portfolio Putnam Small Company Equity Portfolio $ 166,712,922 Primco Stable Value Fund Participant loan receivables Cash 200,297 Receivable from TRW 746,535 Receivable for investments sold Receivable for portfolio shares issued Interest and dividends receivable 133,359 Receivable from other funds Receivable for futures 65,637 ------------------------------------------------------------------------------ Total assets 167,858,750 42,930,612 54,766,148 34,338,870 191,053,304 LIABILITIES Accrued expenses 41,627 2,708 1,972 1,895 9,628 Payable for securities purchased Payable for portfolio shares redeemed 70,760 ------------------------------------------------------------------------------ Total liabilities 112,387 2,708 1,972 1,895 9,628 ------------------------------------------------------------------------------ NET ASSETS AVAILABLE FOR BENEFITS $ 167,746,363 $ 42,927,904 $ 54,764,176 $ 34,336,975 $ 191,043,676 ==============================================================================
George Putnam Loan Fund of Boston Fund Total ----------------------------------------------------- ASSETS Investments: TRW Common Stock $ 1,038,999,663 Shares of Putnam Income Fund 42,930,612 Shares of PBHG Emerging Growth Fund 54,766,148 Shares of Bernstein International Value Portfolio 34,338,870 Shares of Putnam Investors Fund 191,053,304 Shares of George Putnam Fund of Boston $ 55,735,698 55,735,698 Putnam S&P 500 Index Portfolio 866,910,952 Putnam Small Company Equity Portfolio 166,712,922 Primco Stable Value Fund 502,627,561 Participant loan receivables $ 61,552,113 61,552,113 Cash 714,419 Receivable from TRW 746,535 Receivable for investments sold 72,078 Receivable for portfolio shares issued 2,210,936 Interest and dividends receivable 3,496,592 Receivable from other funds 1,161,562 Receivable for futures 115,787 ----------------------------------------------------- Total assets 55,735,698 61,552,113 3,024,145,752 LIABILITIES Accrued expenses 3,619 434,820 Payable for securities purchased 263,014 Payable for portfolio shares redeemed 1,173,323 ----------------------------------------------------- Total liabilities 3,619 1,871,157 ----------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $ 55,732,079 $ 61,552,113 $ 3,022,274,595 =====================================================
2 5 The TRW Employee Stock Ownership and Savings Plan Statements of Changes in Net Assets Available for Benefits, with Fund Information Year Ended December 31, 1999
TRW Stock Fund Primco --------------------------------- Putnam Stable Participant Non-Participant S&P 500 Value Directed Directed Index Portfolio Fund --------------------------------- ---------------------------------- Investment income: Dividends $ 9,821,227 $ 16,999,218 $ 2,648 Interest $ 29,006,648 --------------------------------------------------------------------- Total investment income 9,821,227 16,999,218 2,648 29,006,648 Contributions from TRW Inc. 49,562,603 Contributions from participants 36,243,015 55,633,201 27,505,422 Net realized gain (loss) on sale of investments 21,126,949 23,142,238 36,600,600 Net unrealized appreciation (depreciation) of investments (40,138,095) (77,604,024) 116,951,970 Transfers from other funds 106,401,453 492,784 113,738,233 209,385,152 Transfer from other plan 625,611 3,027,058 10,752,848 18,192,736 Interest income on participant loans Loan issues Other 543 5 530 --------------------------------------------------------------------- 134,080,160 15,620,420 333,679,505 284,090,488 Less: Distributions 38,939,704 78,891,774 80,203,082 73,882,001 Excess contributions 1,839 331 Loan repayments --------------------------------------------------------------------- 38,939,704 78,891,774 80,204,921 73,882,332 Administrative expenses 151,019 213,097 271,492 81,290 Transfers to other funds 109,201,025 4,875,989 135,352,516 188,668,562 Transfers to other plans 123,417 372,341 364,988 87,184 --------------------------------------------------------------------- 148,415,165 84,353,201 216,193,917 262,719,368 --------------------------------------------------------------------- Increase (decrease) in net assets for the year (14,335,005) (68,732,781) 117,485,588 21,371,120 Net assets available for benefits at beginning of year 392,879,860 729,132,606 752,045,319 484,324,602 --------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 378,544,855 $ 660,399,825 $ 869,530,907 $ 505,695,722 =====================================================================
Putnam Small Bernstein Company Putnam PBHG International Putnam Equity Income Emerging Value Investors Portfolio Fund Growth Fund Portfolio II Fund -------------------------------------------------------------------------------- Investment income: Dividends $ 3,034,528 $ 1,734,664 $ 353,875 $ 1,274,407 Interest -------------------------------------------------------------------------------- Total investment income 3,034,528 1,734,664 353,875 1,274,407 Contributions from TRW Inc. Contributions from participants 18,864,508 5,422,725 6,738,336 4,545,622 22,736,200 Net realized gain (loss) on sale of investments 4,812,796 (1,253,241) 113,189 (107,156) 6,336,808 Net unrealized appreciation (depreciation) of investments 36,310,324 (2,588,932) 14,926,023 4,670,450 35,457,057 Transfers from other funds 17,248,332 27,480,327 23,717,911 18,604,419 96,623,291 Transfer from other plan 146,908 7,007,873 13,349,170 3,532,876 35,657,695 Interest income on participant loans Loan issues Other 2 1 -------------------------------------------------------------------------------- 77,382,870 39,103,280 60,579,293 31,600,086 198,085,459 Less: Distributions 13,299,460 5,918,562 3,076,614 2,415,383 18,454,085 Excess contributions 16 358 392 243 1,805 Loan repayments -------------------------------------------------------------------------------- 13,299,476 5,918,920 3,077,006 2,415,626 18,455,890 Administrative expenses 53,762 17,404 13,543 9,872 54,643 Transfers to other funds 40,456,897 35,176,872 20,014,039 12,669,338 69,634,070 Transfers to other plans 31,859 1,849 2,659 12,842 62,166 -------------------------------------------------------------------------------- 53,841,994 41,115,045 23,107,247 15,107,678 88,206,769 -------------------------------------------------------------------------------- Increase (decrease) in net assets for the year 23,540,876 (2,011,765) 37,472,046 16,492,408 109,878,690 Net assets available for benefits at beginning of year 144,205,487 44,939,669 17,292,130 17,844,567 81,164,986 -------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 167,746,363 $ 42,927,904 $ 54,764,176 $ 34,336,975 $ 191,043,676 ================================================================================
George Putnam Loan Fund of Boston Fund Total ---------------------------------------------------- Investment income: Dividends $ 6,029,305 $ 39,249,872 Interest 29,006,648 ---------------------------------------------------- Total investment income 6,029,305 68,256,520 Contributions from TRW Inc. 49,562,603 Contributions from participants 7,870,431 185,559,460 Net realized gain (loss) on sale of investments (448,947) 90,323,236 Net unrealized appreciation (depreciation) of investments (5,538,949) 82,445,824 Transfers from other funds 19,038,404 632,730,306 Transfer from other plan 22,851,531 $ 2,051,942 117,196,248 Interest income on participant loans 5,474,764 5,474,764 Loan issues 27,049,508 27,049,508 Other 1,024 2,105 ---------------------------------------------------- 49,802,799 34,576,214 1,258,600,574 Less: Distributions 8,003,187 323,083,852 Excess contributions 1,446 6,430 Loan repayments 36,153,183 36,153,183 ---------------------------------------------------- 8,004,633 36,153,183 359,243,465 Administrative expenses 21,053 887,175 Transfers to other funds 16,680,998 632,730,306 Transfers to other plans 2,887 67,081 1,129,273 ---------------------------------------------------- 24,709,571 36,220,264 993,990,219 ---------------------------------------------------- Increase (decrease) in net assets for the year 25,093,228 (1,644,050) 264,610,355 Net assets available for benefits at beginning of year 30,638,851 63,196,163 2,757,664,240 ---------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 55,732,079 $ 61,552,113 $ 3,022,274,595 ====================================================
3 6 The TRW Employee Stock Ownership and Savings Plan Statements of Net Assets Available for Benefits, with Fund Information December 31, 1998
TRW Stock Fund Primco --------------------------------- Putnam Stable Participant Non-Participant S&P 500 Value Directed Directed Index Portfolio Fund --------------------------------- ----------------------------------- ASSETS Investments: TRW Common Stock $ 392,896,554 $ 729,163,609 Shares of Putnam Income Fund Shares of PBHG Emerging Growth Fund Shares of Bernstein International Value Portfolio Shares of Putnam Investors Fund Shares of George Putnam Fund of Boston Putnam S&P 500 Index Portfolio $ 752,463,764 Putnam Small Company Equity Portfolio Primco Stable Value Fund $ 481,494,878 Participant loan receivables Cash Receivable for investments sold 4,290,389 Receivable for portfolio shares issued 1,829,427 Receivable for portfolio shares sold Interest and dividends receivable 792,728 2,495,751 Receivable from pending transaction 458,186 Receivable for futures 34,074 ---------------------------------------------------------------------- Total assets 392,896,554 729,163,609 759,410,382 484,448,815 LIABILITIES Accrued expenses 16,694 31,003 33,212 124,213 Payable for securities purchased 6,817,198 Payable for portfolio shares purchased Cash overdraft 395,741 Payable for compensation to manager 118,912 ---------------------------------------------------------------------- Total liabilities 16,694 31,003 7,365,063 124,213 ---------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $ 392,879,860 $ 729,132,606 $ 752,045,319 $ 484,324,602 ======================================================================
Putnam Small Bernstein Company Putnam PBHG International Putnam Equity Income Emerging Value Investors Portfolio Fund Growth Fund Portfolio II Fund ------------------------------------------------------------------------------ ASSETS Investments: TRW Common Stock Shares of Putnam Income Fund $ 44,941,929 Shares of PBHG Emerging Growth Fund $ 17,292,794 Shares of Bernstein International Value Portfolio $ 17,845,418 Shares of Putnam Investors Fund $ 81,168,033 Shares of George Putnam Fund of Boston Putnam S&P 500 Index Portfolio Putnam Small Company Equity Portfolio 135,355,152 Primco Stable Value Fund Participant loan receivables Cash 105,980 Receivable for investments sold 7,947,211 Receivable for portfolio shares issued Receivable for portfolio shares sold 699,936 Interest and dividends receivable 161,088 Receivable from pending transaction Receivable for futures 101,729 ------------------------------------------------------------------------------ Total assets 144,371,096 44,941,929 17,292,794 17,845,418 81,168,033 LIABILITIES Accrued expenses 6,222 2,260 665 851 3,047 Payable for securities purchased Payable for portfolio shares purchased 130,827 Cash overdraft Payable for compensation to manager 28,560 ------------------------------------------------------------------------------ Total liabilities 165,609 2,260 665 851 3,047 ------------------------------------------------------------------------------ NET ASSETS AVAILABLE FOR BENEFITS 144,205,487 $ 44,939,669 $ 17,292,129 $ 17,844,567 $ 81,164,986 ==============================================================================
George Putnam Loan Fund of Boston Fund Total ---------------------------------------------------- ASSETS Investments: TRW Common Stock $ 1,122,060,163 Shares of Putnam Income Fund 44,941,929 Shares of PBHG Emerging Growth Fund 17,292,794 Shares of Bernstein International Value Portfolio 17,845,418 Shares of Putnam Investors Fund 81,168,033 Shares of George Putnam Fund of Boston $ 30,640,158 30,640,158 Putnam S&P 500 Index Portfolio 752,463,764 Putnam Small Company Equity Portfolio 135,355,152 Primco Stable Value Fund 481,494,878 Participant loan receivables $ 63,196,163 63,196,163 Cash 105,980 Receivable for investments sold 12,237,600 Receivable for portfolio shares issued 1,829,427 Receivable for portfolio shares sold 699,936 Interest and dividends receivable 3,449,567 Receivable from pending transaction 458,186 Receivable for futures 135,803 ---------------------------------------------------- Total assets 30,640,158 63,196,163 2,765,374,951 LIABILITIES Accrued expenses 1,306 219,473 Payable for securities purchased 6,817,198 Payable for portfolio shares purchased 130,827 Cash overdraft 395,741 Payable for compensation to manager 147,472 ---------------------------------------------------- Total liabilities 1,306 7,710,711 ---------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $ 30,638,852 $ 63,196,163 $ 2,757,664,240 ====================================================
4 7 The TRW Employee Stock Ownership and Savings Plan Statements of Changes in Net Assets Available for Benefits, with Fund Information Year Ended December 31, 1998
TRW Stock Fund Primco --------------------------------- Putnam Stable Participant Non-Participant S&P 500 Value Directed Directed Index Portfolio Fund --------------------------------- ----------------------------------- Investment income: Dividends $ 9,228,900 $ 16,602,547 $ 1,529 Interest $ 29,415,411 ---------------------------------------------------------------------- Total investment income 9,228,900 16,602,547 1,529 29,415,411 Contributions from TRW Inc. 45,883,426 Contributions from participants 43,729,092 52,024,041 30,228,867 Net realized gain on sale of investments 32,818,802 27,894,961 16,070,506 Net unrealized appreciation (depreciation) of investments (11,095,420) 6,748,112 155,033,320 Transfers from other funds 61,567,391 74,899 101,408,939 154,030,552 Transfer from other plan 345,619 222,138 2,668,948 Interest income on participant loans Loan issues Other 94,916 133,006 52,274 ---------------------------------------------------------------------- 136,689,300 97,203,945 324,893,479 216,396,052 Less: Distributions 39,557,439 77,154,377 61,105,486 67,243,432 Excess contributions 935 558 Loan repayments ---------------------------------------------------------------------- 39,557,439 77,154,377 61,106,421 67,243,990 Administrative expenses 140,533 248,465 229,752 579,050 Transfers to other funds 114,367,305 6,929,343 142,232,423 167,568,134 ---------------------------------------------------------------------- 154,065,277 84,332,185 203,568,596 235,391,174 ---------------------------------------------------------------------- Increase (decrease) in net assets for the year (17,375,977) 12,871,760 121,324,883 (18,995,122) Net assets available for benefits at beginning of year 410,255,837 716,260,846 630,720,436 503,319,724 ---------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 392,879,860 $ 729,132,606 $ 752,045,319 $ 484,324,602 ======================================================================
Putnam Small Bernstein Company Putnam PBHG International Putnam Equity Income Emerging Value Investors Portfolio Fund Growth Fund Portfolio II Fund -------------------------------------------------------------------------------- Investment income: Dividends $ 65,275 $ 2,473,009 $ 57,904 $ 1,645,022 $ 1,977,161 Interest -------------------------------------------------------------------------------- Total investment income 65,275 2,473,009 57,904 1,645,022 1,977,161 Contributions from TRW Inc. Contributions from participants 23,376,718 5,002,329 3,697,049 2,600,816 8,410,304 Net realized gain on sale of investments 186,818 (304,354) (535,614) (450,961) 45,848 Net unrealized appreciation (depreciation) of investments 10,329,010 (960,815) 578,870 (2,068,885) 10,093,828 Transfers from other funds 35,432,464 49,010,175 25,351,725 27,414,926 93,155,175 Transfer from other plan 193,192 153,725 138,966 140,814 221,707 Interest income on participant loans Loan issues Other 6,710 142 4 353 -------------------------------------------------------------------------------- 69,590,187 55,374,211 29,288,904 29,281,732 113,904,376 Less: Distributions 12,279,641 5,721,283 1,006,821 724,051 2,917,485 Excess contributions 217 49 14 20 46 Loan repayments -------------------------------------------------------------------------------- 12,279,858 5,721,332 1,006,835 724,071 2,917,531 Administrative expenses 19,981 6,702 4,326 4,360 14,232 Transfers to other funds 61,011,804 31,935,542 10,985,613 10,708,734 29,807,627 -------------------------------------------------------------------------------- 73,311,643 37,663,576 11,996,774 11,437,165 32,739,390 -------------------------------------------------------------------------------- Increase (decrease) in net assets for the year (3,721,456) 17,710,635 17,292,130 17,844,567 81,164,986 Net assets available for benefits at beginning of year 147,926,943 27,229,034 -------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 144,205,487 $ 44,939,669 $ 17,292,130 $ 17,844,567 $ 81,164,986 ================================================================================
George Putnam Loan Fund of Boston Fund Total ---------------------------------------------------- Investment income: Dividends $ 2,520,664 $ 34,572,011 Interest 29,415,411 ---------------------------------------------------- Total investment income 2,520,664 63,987,422 Contributions from TRW Inc. 45,883,426 Contributions from participants 3,824,638 172,893,854 Net realized gain on sale of investments (104,672) 75,621,334 Net unrealized appreciation (depreciation) of investments (976,697) 167,681,323 Transfers from other funds 36,831,444 584,277,690 Transfer from other plan 159,571 4,244,680 Interest income on participant loans $ 5,743,582 5,743,582 Loan issues 28,887,908 28,887,908 Other 16,321 303,726 ---------------------------------------------------- 42,271,269 34,631,490 1,149,524,945 Less: Distributions 2,894,781 270,604,796 Excess contributions 18 1,857 Loan repayments 35,112,707 35,112,707 ---------------------------------------------------- 2,894,799 35,112,707 305,719,360 Administrative expenses 6,454 1,253,855 Transfers to other funds 8,731,165 584,277,690 ---------------------------------------------------- 11,632,418 35,112,707 891,250,905 ---------------------------------------------------- Increase (decrease) in net assets for the year 30,638,851 (481,217) 258,274,040 Net assets available for benefits at beginning of year 63,677,380 2,499,390,200 ---------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 30,638,851 $ 63,196,163 $ 2,757,664,240 ====================================================
5 8 The TRW Employee Stock Ownership and Savings Plan Notes to Financial Statements December 31, 1999 and 1998 A. SIGNIFICANT ACCOUNTING POLICIES TRW STOCK FUND 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 Plan's fiscal year. PUTNAM S&P 500 INDEX FUND Investments in the Putnam S&P 500 Index Fund are valued at the redemption price established by the Trustee, which is based on the fair value of the Putnam S&P 500 Index Fund Trust assets on the last business day of the Plan's fiscal year. 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 share values. PRIMCO STABLE VALUE FUND The Primco Stable Value 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, 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. 6 9 The TRW Employee Stock Ownership and Savings Plan Notes to Financial Statements -- Continued A. SIGNIFICANT ACCOUNTING POLICIES--CONTINUED 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, 1999 and 1998, approximately $34 and $47 million was invested in general account assets, $129 and $145 million in separate account assets, and $320 and $269 million in assets owned by the Plan, respectively. The weighted average yield (excluding administrative expenses) for all investment contracts was 5.89% and 6.17% in 1999 and 1998, respectively. The crediting interest rate for all investment contracts was 6.32% at December 31, 1999 and 6.19% at December 31, 1998. PUTNAM SMALL COMPANY EQUITY PORTFOLIO Investments in the Small Company Equity Portfolio are valued at the redemption price established by the Trustee, which is based on the fair value of the Putnam Small Company Equity Fund assets on the last business day of the Plan's fiscal year. The Putnam Small Company Equity Portfolio 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 3000 Equity Index less those common stocks included in the S&P 500. Income is accumulated and reinvested in the Fund and included in the determination of share values. PUTNAM INCOME FUND Investments in the Putnam Income Fund are valued at the redemption price established by the Trustee on the last business day of the Plan's fiscal year. The Fund is managed by the Trustee and is invested in a broad, diversified portfolio of debt securities issued by the U.S. Treasury and other government agencies and in debt securities of credit-worthy corporations. Income is accumulated and reinvested in the fund and included in the determination of the share value. 7 10 The TRW Employee Stock Ownership and Savings Plan Notes to Financial Statements -- Continued A. SIGNIFICANT ACCOUNTING POLICIES--CONTINUED PUTNAM INVESTORS FUND Investments in the Putnam Investors Fund are valued at the redemption price established by the Trustee on the last business day of the Plan's fiscal year. The Fund seeks long-term growth of capital by investing primarily in stocks of well-known, medium-to-large companies that provide opportunities for growth over the long term. The fund also includes stocks of smaller, rapidly growing companies. The fund spreads its portfolio across a broad range of industries such as consumer goods, finance and technology. Income is accumulated and reinvested in the fund and included in the determination of the share value. PBHG EMERGING GROWTH FUND The PBHG Emerging Growth Fund is managed by Pilgrim Baxter & Associates, Ltd. The fund is constructed and maintained with the objective of providing long-term capital growth by investing primarily in common stocks of emerging U.S. companies that have market capitalizations or annual revenues of up to $500 million. Investments in the Fund are valued at the redemption price established by the Trustee on the last business day of the Plan's fiscal year. Income is accumulated and reinvested in the fund and included in the determination of the share value. BERNSTEIN INTERNATIONAL VALUE PORTFOLIO The Bernstein International Value Portfolio is constructed and maintained with the objective of providing long-term capital growth by investing in established companies in Europe, the Far East, Australia and Canada. Investments in the Fund are valued at the redemption price established by the Trustee on the last business day of the Plan's fiscal year. The fund manager invests in stock believed to be undervalued in relation to assets, dividends, and earning power. Income is accumulated and reinvested in the fund and included in the determination of the share value. THE GEORGE PUTNAM FUND OF BOSTON The George Putnam Fund of Boston is constructed and maintained with the objective of providing capital growth and current income by investing in stocks of large, well-established companies, U.S. government securities, and corporate bonds. Investments in the Fund are valued at the redemption price established by the Trustee on the last business day of the Plan's fiscal year. Income is accumulated and reinvested in the fund and included in the determination of the share value. 8 11 The TRW Employee Stock Ownership and Savings Plan Notes to Financial Statements -- Continued A. SIGNIFICANT ACCOUNTING POLICIES--CONTINUED OTHER Effective January 1, 1998, Putnam Investments began as recordkeeper, trustee, and investment manager for the plan replacing Bankers Trust and Benefit Services Corporation. Effective January 2, 1998, all assets held by Bankers Trust were transferred to Putnam Investments. In conjunction with the change in trustee, the plan also offered additional investment options. As of January 1, 1998, participants could place their contributions in a choice of nine investment options consisting of eight investment funds and TRW Stock. The eight investment options in addition to TRW Stock are the following: Putnam S&P 500 Index Portfolio, PRIMCO Stable Value Fund, Putnam Small Company Equity Portfolio, Putnam Income Fund, PBHG Emerging Growth Fund, Bernstein International Value Portfolio, Putnam Investors Fund, and the George Putnam Fund of Boston. The cost of securities sold is determined by the average cost method for purposes of determining realized gains and losses. The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. B. DESCRIPTION OF THE PLAN The Plan is a defined contribution plan, and is comprised of the TRW Stock Fund, Putnam S&P 500 Index Portfolio, Primco Stable Value Fund, Putnam Small Company Equity Portfolio, Putnam Income Fund, PBHG Emerging Growth Fund, Bernstein International Value Portfolio, Putnam Investors Fund, and the George Putnam Fund of Boston. Participation in the Plan is available to substantially all domestic employees of TRW who have been employed for at least three months. The Plan is governed by the Internal Revenue Code and related legislation. 9 12 The TRW Employee Stock Ownership and Savings Plan Notes to Financial Statements -- Continued B. DESCRIPTION OF THE PLAN--CONTINUED PARTICIPANT CONTRIBUTIONS The Plan allows eligible employees to contribute up to 16% of qualifying compensation on a before-tax basis by way of salary reduction; such contributions are made in increments of one percent of qualifying compensation and could not exceed $10,000 in 1999 and 1998. Participants may also elect to contribute, in increments of one percent, up to 10% of qualifying compensation on an after-tax basis. The combined contribution cannot exceed 22% of their qualifying compensation. Participants can make unlimited contribution percentage changes per month. 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 1% percent, in one or more of the nine investment funds. Fund elections may be changed at any time. TRW CONTRIBUTIONS TRW contributes to the Plan, out of current or accumulated earnings, an amount equal to 100% of each participant's before-tax contributions 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, except under special circumstances. 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. The amount and type of TRW contributions are summarized as follows: 1999 1998 --------------------------------------- TRW Common Stock $ 44,390,293 $ - Cash 5,172,310 45,883,426 --------------------------------------- $ 49,562,603 $ 45,883,426 ======================================= 10 13 The TRW Employee Stock Ownership and Savings Plan Notes to Financial Statements -- Continued B. DESCRIPTION OF THE PLAN--CONTINUED 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 except a participant whose account balance exceeds $5,000 may defer such payments until he or she reaches age 70. Participants receive the value of their TRW shares in cash unless they elect to receive shares. If a participant elects to defer payment of his or her account, the undistributed account balance remains invested in the Plan. The following is the total value of the accounts subject to deferred elections (9,700 as of December 31, 1999 and 9,153 as of December 31, 1998) that are included in the net assets of the funds:
1999 1998 ---------------------------------------- TRW Stock Fund $ 245,534,939 $ 281,922,660 Putnam S&P 500 Index Portfolio 221,742,173 195,134,761 Primco Stable Value Fund 160,664,618 158,805,988 Putnam Small Company Equity Portfolio 34,788,419 27,929,913 Putnam Income Fund 8,180,059 7,356,060 Putnam Investors Fund 34,100,885 14,410,912 PBHG Emerging Growth Fund 8,737,724 2,125,819 Bernstein International Value Portfolio 5,616,426 2,780,150 Loan Fund 4,066,618 13,202,827 George Putnam Fund of Boston 12,251,140 5,929,705 ---------------------------------------- $ 735,683,001 $ 709,598,795 ========================================
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 number of shares eligible for the annual election is 50% of the total number of shares of TRW common stock attributable to TRW matching contributions made after 1986, less the equivalent number of shares distributed as a result of any prior ESOP election, as determined on the preceding December 31. 11 14 The TRW Employee Stock Ownership and Savings Plan Notes to Financial Statements -- Continued B. DESCRIPTION OF THE PLAN--CONTINUED 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 last business day 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 the Plan's website, and annual prospectus for a more complete description of the Plan's provisions. C. INVESTMENTS The fair value of individual investments that represent 5% or more of the Plan's total assets are as follows:
DECEMBER 31 1999 1998 ------------------------------------------ TRW Inc. Common Stock $1,038,999,663 $1,122,060,163 Putnam S&P 500 Index Fund 866,910,952 752,463,764 Primco Stable Value Fund 502,627,561 481,494,878 Putnam Small Company Equity Fund 166,712,922 135,355,152 Putnam Investors Fund 191,053,304 -
12 15 The TRW Employee Stock Ownership and Savings Plan Notes to Financial Statements -- Continued C. INVESTMENTS--CONTINUED The net realized gain on disposition of investments is as follows: TRW STOCK FUND 1999 1998 ---------------------------------------- Value realized $ 215,774,251 $ 221,854,445 Average cost 171,505,064 161,140,682 ---------------------------------------- NET REALIZED GAIN $ 44,269,187 $ 60,713,763 ======================================== PUTNAM S&P 500 INDEX PORTFOLIO 1999 1998 ---------------------------------------- Value realized $ 216,178,775 $ 203,616,339 Average cost 179,578,175 187,545,833 ---------------------------------------- NET REALIZED GAIN $ 36,600,600 $ 16,070,506 ======================================== PUTNAM SMALL COMPANY EQUITY FUND 1999 1998 ---------------------------------------- Value realized $ 53,801,287 $ 73,355,838 Average cost 48,988,491 73,169,020 ---------------------------------------- NET REALIZED GAIN $ 4,812,796 $ 186,818 ======================================== PUTNAM INCOME FUND 1999 1998 ---------------------------------------- Value realized $ 41,114,596 $ 37,671,601 Average cost 42,367,837 37,975,955 ---------------------------------------- NET REALIZED LOSS $ (1,253,241) $ (304,354) ======================================== 13 16 The TRW Employee Stock Ownership and Savings Plan Notes to Financial Statements -- Continued C. INVESTMENTS--CONTINUED PBHG EMERGING GROWTH FUND 1999 1998 ---------------------------------------- Value realized $ 23,105,941 $ 11,996,110 Average cost 22,992,752 12,531,724 ---------------------------------------- NET REALIZED GAIN/(LOSS) $ 113,189 $ (535,614) ======================================== BERNSTEIN INTERNATIONAL VALUE PORTFOLIO 1999 1998 ---------------------------------------- Value realized $ 15,106,635 $ 11,436,314 Average cost 15,213,791 11,887,275 ---------------------------------------- NET REALIZED LOSS $ (107,156) $ (450,961) ======================================== PUTNAM INVESTORS FUND 1999 1998 ---------------------------------------- Value realized $ 88,200,192 $ 32,736,343 Average cost 81,863,384 32,690,495 ---------------------------------------- NET REALIZED GAIN $ 6,336,808 $ 45,848 ======================================== GEORGE PUTNAM FUND OF BOSTON 1999 1998 ---------------------------------------- Value realized $ 24,707,259 $ 11,631,112 Average cost 25,156,206 11,735,784 ---------------------------------------- NET REALIZED LOSS $ (448,947) $ (104,672) ======================================== 14 17 The TRW Employee Stock Ownership and Savings Plan Notes to Financial Statements--Continued C. INVESTMENTS--CONTINUED The net unrealized appreciation (depreciation) of investments included in net assets is as follows:
Putnam Bernstein TRW Stock Putnam S&P 500 Small Company Putnam Income PBHG Emerging International Fund Index Portfolio Equity Portfolio Fund Growth Fund Value Portfolio ---------------------------------------------------------------------------------------------------- Balance at January 1, 1998 $ 595,422,214 $ (13,921) $ - $ - $ - $ - Increase (decrease) for the (4,347,308) 155,033,320 10,329,010 (960,815) 578,870 (2,068,885) year ---------------------------------------------------------------------------------------------------- Balance at December 31, 1998 591,074,906 155,019,399 10,329,010 (960,815) 578,870 (2,068,885) Increase (decrease) for the (117,742,119) 116,951,970 36,310,324 (2,588,932) 14,926,023 4,670,450 year ---------------------------------------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1999 $ 473,332,787 $271,971,369 $ 46,639,334 $ (3,549,747) $ 15,504,893 $ 2,601,565 ====================================================================================================
Putnam Investors George Putnam Fund Fund of Boston --------------------------------- Balance at January 1, 1998 $ - $ - Increase (decrease) for the 10,093,828 (976,697) year -------------------------------- Balance at December 31, 1998 10,093,828 (976,697) Increase (decrease) for the 35,457,057 (5,538,949) year -------------------------------- BALANCE AT DECEMBER 31, 1999 $ 45,550,885 $(6,515,646) ================================
15 18 The TRW Employee Stock Ownership and Savings Plan Notes to Financial Statements--Continued C. INVESTMENTS--CONTINUED 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. For 1998, unrealized appreciation calculated on a revalued basis was $41,088,540 and net realized gain calculated on a revalued basis was $196,964,373. D. ADMINISTRATIVE EXPENSES Generally, trustee and custodian fees, investment manager fees, brokerage fees, and other fund-related expenses are charged back to the funds for which the expenses are incurred. Brokerage fees charged to a participant's TRW Stock Fund account are based on that Participant's purchase or sale of TRW common stock. The charges to audit the SSP, the administrative expenses of operating the Plan, and any other charges that cannot be directly related to a specific fund will be charged back to the funds on a quarterly basis in proportion to the ratio of the net asset value of each fund to the value of all funds invested in the SSP as of the previous quarter-end. E. FEDERAL INCOME TAX STATUS OF THE PLAN The Plan has received a determination letter from the Internal Revenue Service dated May 24, 1995, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 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, Putnam Investments and the Plan's former Trustee, Bankers Trust Company. Putnam Investments managed assets of the Plan of approximately $1,323,343,488 and $1,044,569,035. There were no trustee fees paid in cash to Putnam in 1999. Putnam received $61,217 in 1998. There were no party-in-interest transactions which were prohibited under Department of Labor Regulations. 16 19 The TRW Employee Stock Ownership and Savings Plan Notes to Financial Statements--Continued G. NUMBER OF PARTICIPANTS BY FUND (UNAUDITED) The summary below sets forth the number of contributing participants by their current investment option(s):
DECEMBER 31 1999 1998 -------------------------------- TRW Stock Fund 19,994 20,107 Putnam S&P 500 Index Portfolio 25,209 23,506 Primco Stable Value Fund 17,136 17,329 Putnam Small Company Equity Portfolio 13,204 12,497 Putnam Income Fund 5,849 5,827 Putnam Investors Fund 11,183 7,958 PBHG Emerging Growth Fund 6,969 4,666 Bernstein International Value Portfolio 4,560 3,262 George Putnam Fund of Boston 5,430 4,680
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. 17 20 The TRW Employee Stock Ownership and Savings Plan Notes to Financial Statements--Continued H. TRANSFER OF ASSETS FROM OTHER PLANS On December 24, 1997, TRW purchased BDM International, Inc. (BDM). BDM had an existing 401(k) plan which was merged into the Plan effective January 1, 1999. The transfer of BDM's assets of $117,196,248 is shown on the financial statements as "Transfer from Other Plan." In addition, forfeitures of approximately $493,000 within the former BDM Plan were transferred at the time of conversion. These amounts were used to offset TRW (employer) contributions during 1999. Employee rollover contributions of approximately $7,277,585 were made in 1999 from other plans. These contribution amounts are contained in the contribution amounts for each of the respective funds. 18 21 The TRW Employee Stock Ownership and Savings Plan EIN: 34-0575430 Plan: 027 Line 27a--Schedule of Assets Held for Investment Purposes December 31, 1999
Number of BOOK MARKET Shares Description VALUE VALUE - --------------------------------------------------------------------------------------------------------------------- COMMON STOCK 20,004,582 *TRW Stock Fund $ 565,666,876 $ 1,038,999,663 GUARANTEED INVESTMENT CONTRACTS Security Backed Investments Primco Group Trust Beta Fund--PRIMCO: Continental Assurance Co., Contract 63005575, due February 1,2006, 5.70% 18,143,419 18,143,419 Gamma Fund--PRIMCO: Chase Manhattan Bank, Contract 401743-G, due December 30, 2003, 6.62% 26,250,976 26,250,976 Epsilon Fund--PRIMCO: Monumental Life Ins. Co., Contract 00212TR-1, due December 1, 2000, 6.48% 10,025,973 10,025,973 Theta Fund--PRIMCO: Bankers Trust (Del) BASIC, Contract 97-892THT, due December 30, 2002, 6.06% 59,632,049 59,632,049 Kappa Fund--Putnam: Continental Assurance Co., Contract 25719-101, due June 30, 2004, 5.90% 24,303,953 24,303,953 Omicron Fund--PRIMCO: Caisse des Depots (CDC), Contract 1115-01, due March 30, 2000, 6.47% 5,295,593 5,295,593 ------------------------------------------- 143,651,963 143,651,963
19 22 The TRW Employee Stock Ownership and Savings Plan EIN: 34-0575430 Plan: 027 Line 27a--Schedule of Assets Held for Investment Purposes--Continued
Number of Book Market Shares Description Value Value - --------------------------------------------------------------------------------------------------------------------- GUARANTEED INVESTMENT CONTRACTS--CONTINUED Separate Accounts Aetna Life Ins. & Ann. Co.: Contract 14612, due December 30, 2002, 6.45% 28,534,932 28,534,932 Allstate Life Ins. Co.: Contract 31053, due July 1, 2002, 5.90% 6,088,005 6,088,005 John Hancock Mutual Life: Contract 8712, due June 30, 2003, 6.6% 5,968,053 5,968,053 Contract 7441, due May 1, 2007, 7.05% 44,810,972 44,810,972 Metropolitan Life Ins. Co.: Contract 24844, due December 30, 2002, 5.8% 40,482,950 40,482,950 Prudential Ins. Co. of Amer.: Contract 6581-1, due June 14, 2001, 15.18% 24,666 24,666 Contract 6661-2, due September 15, 2001, 10.71% 3,174,655 3,174,655 Contract 6702-3, due November 20, 2000, 8.38% 147,569 147,569 ------------------------------------------- 129,231,802 129,231,802 Synthetics Continental Assurance Co.: Contract 63005751, due April 2, 2001, 6.33% 13,375,989 13,375,989 Monumental Life Ins. Co.: Contract 00090TR, due April 10, 2007, 7.25% 45,092,044 45,092,044 Rabobank Nederland: Contract TRW069701, due July 15, 2003, 6.75% 5,961,649 5,961,649 Contract TRW079701, due October 21, 2002, 6.88% 4,925,453 4,925,453
20 23 The TRW Employee Stock Ownership and Savings Plan EIN: 34-0575430 Plan: 027 Line 27a--Schedule of Assets Held for Investment Purposes--Continued
Number of Book Market Shares Description Value Value - --------------------------------------------------------------------------------------------------------------------- GUARANTEED INVESTMENT CONTRACTS--CONTINUED Synthetic Accounts--Continued Contract TRW099601, due September 25, 2003, 7.11% 5,713,784 5,713,784 Contract TRW109501, due July 2, 2001, 6.19% 4,973,862 4,973,862 State Street Bank & Trust: Contract 98149, due January 20, 2005, 5.70% 79,578,798 79,578,798 ------------------------------------------- 159,621,579 159,621,579 Non-Participating Synthetics Caisse des Depots (CDC): Contract 115-05, due June 30, 2000, 7.48% 3,862,291 3,862,291 Contract 115-06, due July 2, 2001, 6.76% 2,977,096 2,977,096 Contract 115-07, due December 12, 2002, 6.23% 9,981,990 9,981,990 ------------------------------------------- 16,821,377 16,821,377 ------------------------------------------- Sub-Total 449,326,721 449,326,721 General Account Investments Variable Rate & Fixed Term Jackson National Life: Contract 1152-1, due November 27, 2000, 6.28% 10,006,677 10,006,677 John Hancock Mutual Life: Contract 7314-1, due December 2, 2002, 6.12% 6,164,816 6,164,816 Contract 7839, due March 1, 2000, 5.78% 10,000,000 10,000,000 ------------------------------------------- 26,171,493 26,171,493 Variable Rate & Variable Term Monumental Life Ins. Co.: Contract BDA185ST1, due March 30, 2000, 5.97% 7,972,987 7,972,987 ------------------------------------------- 7,972,987 7,972,987 ------------------------------------------- Sub-Total 34,144,480 34,144,480
21 24 The TRW Employee Stock Ownership and Savings Plan EIN: 34-0575430 Plan: 027 Line 27a--Schedule of Assets Held for Investment Purposes--Continued
Number of Book Market Shares Description Value Value - --------------------------------------------------------------------------------------------------------------------- GUARANTEED INVESTMENT CONTRACTS--CONTINUED Cash & Equivalents Putnam Fiduciary Trust: Contract 100232, due January 1, 2000, 5.83% 19,156,360 19,156,360 ------------------------------------------- 19,156,360 19,156,360 ------------------------------------------- Total Guaranteed Investment Contracts 502,627,561 502,627,561 MUTUAL FUNDS 56,069,007 *Putnam S&P 500 Index Portfolio 594,939,583 866,910,952 11,742,235 *Putnam Small Company Equity Portfolio 120,073,588 166,712,922 1,599,012 PBHG Emerging Growth Fund 39,261,255 54,766,148 1,615,946 Bernstein International Value Portfolio 31,737,305 34,338,870 9,924,847 *Putnam Investors Fund 145,502,419 191,053,304 3,417,272 *The George Putnam Fund of Boston 62,251,344 55,735,698 6,728,936 *Putnam Income Fund 46,480,359 42,930,612 *Participant loans - 61,552,113 ------------------------------------------- TOTAL INVESTMENTS $ 2,108,540,290 $ 3,015,627,843 ===========================================
* Indicates party-in-interest. 22 25 The TRW Employee Stock Ownership and Stock Savings Plan EIN: 34-0575430 Plan: 027 Line 27d--Schedule of Reportable Transactions Year Ended December 31, 1999
Purchase Selling Cost of Identity of Party Involved Description of Assets Price Price Asset - ----------------------------------------------------------------------------------------------------------------------------------- SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE FAIR VALUE OF PLAN ASSETS Putnam Putnam S&P 500 Index Portfolio 667 Purchases $ 169,374,087 $ 169,374,087 920 Sales $ 216,178,787 179,578,187 Putnam TRW Stock Fund 658 Purchases 219,431,616 219,431,616 1,156 Sales 232,754,141 171,485,736 Putnam Putnam Investors Fund 642 Purchases 120,633,899 120,633,899 865 Sales 88,200,188 81,863,380
Fair Value of Asset on Net Gain Identity of Party Involved Description of Assets Transaction Date (Loss) - ------------------------------------------------------------------------------------------------------------------ SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE FAIR VALUE OF PLAN ASSETS Putnam Putnam S&P 500 Index Portfolio 667 Purchases $ 169,374,087 920 Sales 216,178,787 $ 36,600,600 Putnam TRW Stock Fund 658 Purchases 219,431,616 1,156 Sales 232,754,141 61,268,405 Putnam Putnam Investors Fund 642 Purchases 120,633,899 865 Sales 88,200,188 6,336,808
23 26 SIGNATURES The Plan. Pursuant to requirements of the Securities Exchange Act of 1934, the Board of Administration of the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. The TRW Employee Stock Ownership and Savings Plan Date: May 4, 2000 By: /s/ Kathleen A. Weigand -------------------------- Kathleen A. Weigand Attorney-in-fact 24 27 EXHIBIT INDEX EXHIBIT EXHIBIT NUMBER DESCRIPTION - ------ ---------------------------- 23 Consent of Ernst & Young LLP 24 Power of Attorney 25 EX-23 2 EXHIBIT 23 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in TRW Inc.'s Registration Statement No. 333-03973 on Form S-8 pertaining to The TRW Employee Stock Ownership and Savings Plan and the related prospectus of our report dated April 27, 2000 with respect to the financial statements of The TRW Employee Stock Ownership and Savings Plan for the fiscal year ended December 31, 1999 included in this Annual Report on Form 11-K. ERNST & YOUNG LLP Cleveland, Ohio May 4, 2000 EX-24 3 EXHIBIT 24 1 EXHIBIT 24 POWER OF ATTORNEY THE UNDERSIGNED members of the Board of Administration of the TRW Employee Stock Ownership and Savings Plan (the "Plan") hereby appoint D. B. Goldston, W. B. Lawrence, D. F. Menz, K. C. Syrvalin, K. A. Weigand and J. L. Manning, Jr., and each of them, as attorneys for the Plan and for the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the Plan and the undersigned, to prepare or cause to be prepared, to execute and file with the Securities and Exchange Commission, Washington, D. C. (the "Commission") an Annual Report on Form 11-K for the fiscal year ended December 31, 1999, or information in lieu thereof, any transition reports under the Securities Exchange Act of 1934 (the "Exchange Act"), and any and all amendments and exhibits to such annual report or transition reports, with full power and authority to take or cause to be taken all other actions deemed necessary or appropriate to effect the filing of the annual report, or information in lieu thereof, the transition reports and any and all amendments to such reports, under the Exchange Act. EXECUTED on the dates set forth below. /s/ Linda J. Croes /s/ Kathy Lazar --------------------------- ----------------------------- Linda J. Croes Kathy P. Lazar May 4, 2000 May 4, 2000 /s/ Donna Kasle /s/ Rose Malinak --------------------------- ----------------------------- Donna Kasle Rose Malinak May 4, 2000 May 4, 2000 /s/ Ann E. Killian /s/ Judith A. Williams --------------------------- ----------------------------- Ann E. Killian Judith A. Williams May 4, 2000 May 4, 2000 -----END PRIVACY-ENHANCED MESSAGE-----